AMOUNTS OFFERED, THE AMOUNTS ALLOCATED AND THE COMPENSATION
PROVIDED.
THE COMMITMENTS ARE SUBJECT TO THE COMPANY USING ALL COMMERCIALLY
REASONABLE EFFORTS TO ASSIST LEHMAN BROTHERS AND MERRILL LYNCH IN SUCH
SYNDICATION PROCESS FOR THE CREDIT FACILITY AND ANY ISSUANCE OF COMMERCIAL PAPER
MADE TO FINANCE THE SHARE REPURCHASE, INCLUDING,
4
WITHOUT LIMITATION: (I) ENSURING THAT THE SYNDICATION EFFORTS BENEFIT FROM THE
EXISTING LENDING RELATIONSHIPS OF THE COMPANY; (II) ARRANGING FOR DIRECT CONTACT
BETWEEN SENIOR MANAGEMENT AND OTHER REPRESENTATIVES AND ADVISORS OF THE COMPANY
AND THE PROPOSED LENDERS OR PURCHASERS; (III) ASSISTING IN THE PREPARATION OF
MARKETING MATERIALS TO BE USED IN CONNECTION WITH ANY SYNDICATION; AND (IV)
HOSTING, WITH US, ONE OR MORE MEETINGS OF PROSPECTIVE LENDERS OR PURCHASERS,
AND, IN CONNECTION WITH ANY SUCH LENDER MEETING, CONSULTING WITH US WITH RESPECT
TO THE PRESENTATIONS TO BE MADE AT SUCH MEETING, AND MAKING AVAILABLE
APPROPRIATE OFFICERS AND REPRESENTATIVES TO REHEARSE SUCH PRESENTATIONS PRIOR TO
SUCH MEETINGS, AS REASONABLY REQUESTED BY US.
YOU ALSO AGREE THAT, AT YOUR
EXPENSE, YOU WILL WORK WITH LEHMAN BROTHERS AND MLPF&S TO PROCURE A RATING FOR
THE CREDIT FACILITY BY MOODY'S INVESTORS SERVICE, INC. AND STANDARD & POOR'S
RATINGS GROUP PRIOR TO THE COMMENCEMENT OF THE GENERAL SYNDICATION OF THE CREDIT
FACILITY.
(B)
TO ASSIST THE ARRANGERS IN ITS SYNDICATION EFFORTS, YOU AGREE
PROMPTLY TO PREPARE AND PROVIDE TO LEHMAN BROTHERS SUCH INFORMATION WITH RESPECT
TO THE COMPANY AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AS IT MAY
REASONABLY REQUEST, INCLUDING ALL FINANCIAL INFORMATION AS IT MAY REASONABLY
REQUEST.
YOU HEREBY REPRESENT AND COVENANT THAT ALL INFORMATION (THE
"INFORMATION") THAT HAS BEEN OR WILL BE MADE AVAILABLE TO US BY YOU OR ANY OF
YOUR REPRESENTATIVES IS OR WILL BE, WHEN FURNISHED, COMPLETE AND CORRECT IN ALL
MATERIAL RESPECTS AND DOES NOT OR WILL NOT, WHEN FURNISHED, CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER
TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS ARE MADE.
YOU UNDERSTAND THAT IN
ARRANGING AND SYNDICATING THE CREDIT FACILITY AND THE COMMITMENT WE MAY USE AND
RELY ON THE INFORMATION WITHOUT INDEPENDENT VERIFICATION THEREOF.
(C)
TO ENSURE AN ORDERLY AND EFFECTIVE SYNDICATION OF THE CREDIT
FACILITY AND THE COMMITMENT, YOU AGREE THAT, FROM THE DATE HEREOF UNTIL THE
EARLIER OF THE TERMINATION OF THE SYNDICATION AS DETERMINED BY THE ARRANGERS AND
45 DAYS FOLLOWING THE CLOSING DATE, YOU WILL NOT, AND WILL NOT PERMIT ANY OF
YOUR AFFILIATES TO, SYNDICATE OR ISSUE, ATTEMPT TO SYNDICATE OR ISSUE, ANNOUNCE
OR AUTHORIZE THE ANNOUNCEMENT OF THE SYNDICATION OR ISSUANCE OF, OR ENGAGE IN
DISCUSSIONS CONCERNING THE SYNDICATION OR ISSUANCE OF, ANY DEBT FACILITY, OR
DEBT OR PREFERRED EQUITY SECURITY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
(OTHER THAN (I) DEBT ISSUED PURSUANT TO YOUR COMMERCIAL PAPER PROGRAM TO FUND
THE SHARE REPURCHASE OR FOR WORKING CAPITAL PURPOSES AND OTHER OPERATIONS IN THE
ORDINARY COURSE OF BUSINESS AND IN CONSULTATION WITH THE