Common use of Financing Commitments Clause in Contracts

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") Parent has delivered to the Company a true and Banc of America Securities LLC dated complete copy as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) date hereof of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt executed financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, dated September 9, 2015, by and among Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and the other financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof (the “Commitment Letter”) and a true and correct copy of which is included in Section 2.2(bany related fee letter (collectively, the “Ancillary Letters”) (provided that percentages and amount of (i) the fees, (ii) the economic provisions of the Holdings Disclosure Schedule market flex, (iii) the "Vestar fee-related provisions of the alternate transaction provisions and (iv) the successful syndication definition in the Ancillary Letters may be redacted). The Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in the Commitment Letter have not been withdrawn, modified, rescinded or terminated or otherwise amended, supplemented or modified in any respect prior to the date of this Agreement. The Commitment Letter"), dated December 20in the form so delivered, 2000 from Vestar Capital Partners IVis a legal, L.P. valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto ("Vestar") pursuant to which Vestar has committed, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity whether considered in a proceeding in equity or at law). Assuming the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also Financing is received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of as contemplated by the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" aggregate amount of net proceeds from the Financing, together with cash, cash equivalents and current financial assets of Parent and its Subsidiaries on hand, will be, as of the financing Closing Date, sufficient to satisfy all of the Parent’s obligations under this Agreement, including the payment of any Subject Indebtedness required to be provided thereunderrepaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the "Financing")Offer or the Merger and all other costs and expenses required to be paid or satisfied by Parent in connection with the transactions contemplated by this Agreement. There are no side letters or other agreements, dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject contracts or arrangements relating to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under Financing contemplated by the Commitment Letter other than the Ancillary Letters are and customary engagement letters, which engagement letters do not subject to contain any condition other than set forth in to the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact availability or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction timing of the conditions set forth in Financing contemplated by the Bank Commitment Letter. As of the date of this Agreement, (A) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach by the Parent and (B) subject to the satisfaction of the conditions contained in Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Financing contemplated by the Commitment Letters Letter will not be available to Parent or Merger Sub at the Closing. Parent has fully paid all commitment fees or other fees, if any, required by the Commitment Letter to be paid prior to the date of this Agreement. There are in full force and effect and have not been amended in any material respect. To no conditions precedent or other contingencies related to the knowledge of Holdings and Merger Sub, assuming all funding of the representations and warranties full amount of the Company set forth herein are trueFinancing, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made other than as expressly set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedLetter.

Financing Commitments. An Parent has delivered a true and complete, fully executed copy of a commitment letter from letter, dated as of June 11, 2008, between Parent and Bank of America, N.A. ("Bank of America")N.A., Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC dated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of December 20, 2000 the date of this Agreement (the "Bank “Financing Commitment Letter"”), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant pursuant to the Bank Commitment Letter which, and subject to the terms and conditions contained thereinthereof, the parties thereto (iother than Parent and Merger Sub) Bank of America has have committed to provide senior debt financing to Merger Sub lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Financing Commitment Letter and the Vestar Commitment Letterhas been withdrawn, the "Commitment Letters" and the financing modified or rescinded in any respect prior to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Agreement. The Financing Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are is in full force and effect and have not been amended in any material respect. To constitutes the knowledge legal, valid, and binding obligation of Holdings each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming all the accuracy of the representations and warranties of the Company set forth herein are truein Article III and the Company’s compliance with its agreements set forth in Article V, the funds contemplated aggregate proceeds to be received disbursed pursuant to the agreements contemplated by the Financing Commitment Letters Letter, together with the roll over contributions anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be made as set forth in the Management Equity Agreements sufficient for Parent and the Other Equity Agreements will be sufficient Surviving Company to consummate pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses. The financing expenses (including the estimated fees and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation expenses of the transactions contemplated by Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, including no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the Financingpart of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (i) excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the Surviving Corporation conditions to the Financing not being satisfied or that the Financing will not be insolvent, (ii) available to Parent on the Surviving Corporation will not Closing Date. Parent has fully paid all commitment fees or other fees required to be left with unreasonably small capital, (iii) paid prior to the Surviving Corporation will not have incurred debts beyond its ability date of this Agreement pursuant to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impairedFinancing Commitment Letter.

Financing Commitments. An executed commitment Parent has previously received: (i) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 Blackstone Capital Partners IV L.P. (the "Bank Commitment LetterFUND EQUITY COMMITMENT LETTER"), is included in Section 2.2(c) confirming its commitment to subscribe for and purchase membership interests of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount Parent for an aggregate subscription price of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company 505 million in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedcash, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule thereof (the "Marathon Fund Commitment Letter" andFUND EQUITY INVESTMENT"); (ii) letters from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital Partners IV, together with the Bank Commitment Letter L.P. and the Vestar Commitment Letter, its related funds (the "Commitment Letters" MSCP FUNDS") and certain management stockholders of the financing to be provided thereunder, Company (the "FinancingVANGUARD STOCKHOLDERS EQUITY COMMITMENT LETTERS") confirming their respective commitments to subscribe for and purchase membership interests of Parent in exchange for a number of Common Shares equal to the quotient of (A) $244 million divided by (B) the Common Stock Merger Consideration (the "VANGUARD STOCKHOLDERS ROLLOVER SHARES"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions thereof (the "VANGUARD STOCKHOLDERS EQUITY INVESTMENT", and together with the Fund Equity Investment, the "EQUITY INVESTMENTS"); and (iv) a Commitment Letter dated July 9, 2004 from Bank of America, N.A., Citibank North America, Inc. and certain of their respective affiliates (including the Fee Letter referred to therein (the "FEE LETTER") and any other agreements or arrangements among the parties thereto, the "DEBT FINANCING COMMITMENT LETTERS" and, collectively with the Fund Equity Commitment Letter, the Vanguard Stockholders Equity Commitment Letters, the "FINANCING COMMITMENTS") confirming their commitment, subject to the terms and conditions thereof (including any modification thereto pursuant to the "market flex" terms contained thereinin Section 4 ("Changes to Senior Credit Facilities") of the Fee Letter), to purchase equity securities provide up to $1,175 million to Sub pursuant to (A) the senior secured credit facility and (B) the senior subordinated bridge facility or the issuance of Investors for an aggregate purchase price of $35,000,000senior subordinated notes, in each as described therein. The obligations cash proceeds of the Equity Investments shall be used by Parent to fund subscribe and pay for shares of capital stock of Sub, which proceeds shall be used by the commitments under Surviving Corporation immediately following the Effective Time to pay a portion of the Merger Consideration. The proceeds from the transactions contemplated by the Debt Financing Commitment Letters are not subject shall be used by Surviving Corporation for purposes of, among other things, consummating the transactions contemplated hereby, including the Refinancing, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to any condition other than set forth in the Commitment LettersSurviving Corporation. Holdings True and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction complete copies of the conditions set forth in Financing Commitments and all related letters or agreements have been delivered by Parent to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.Holdings

Financing Commitments. An executed The Company and Purchaser have previously received: (i) a letter from TPG IV and certain other stockholders or prospective stockholders of Purchaser (the "TPG Equity Commitment Letter") confirming their commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $440 million in cash, subject to the terms and conditions thereof (the "TPG Equity Investment"); (ii) a letter from JLL Fund IV (the "JLL Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $110 million in cash, subject to the terms and conditions thereof (the "JLL Equity Investment"); (iii) a letter from CIBC (the "CIBC Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser in exchange for a number of Company Shares equal to the quotient of (A) $40 million divided by (B) the Per Share Merger Consideration (the "CIBC Rollover Shares"), subject to the terms and conditions thereof (the "CIBC Equity Investment"); (iv) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedconfirming its commitment, subject to the terms and conditions contained thereinthereof, to purchase equity securities lend up to $675 million to Operating pursuant to the New Credit Agreement; and (v) a bridge loan commitment from Banc of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule America Securities LLC (the "Marathon Fund Commitment LetterBridge Loan Commitment" and, together collectively with the Bank TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Vestar Bank Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("MarathonFinancing Commitments") pursuant to which Marathon has committedconfirming, subject to the terms and conditions contained thereinthereof, its commitment to purchase equity securities provide up to $475 million of Investors for an aggregate purchase price bridge loan financing to Operating or to privately place up to $475 million of $35,000,000New Notes in the Notes Offering. The obligations proceeds of the Equity Investments shall be used by Purchaser to fund subscribe and pay for shares of capital stock of Merger Sub, which proceeds shall be used by the commitments under Company immediately following the Commitment Letters are not subject Effective Time to any condition other than set forth in pay a portion of the Commitment LettersAggregate Purchase Price. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on The proceeds from the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in transactions contemplated by the Bank Commitment Letter inaccurateand the Bridge Loan Commitment shall be used by Operating for purposes of, (ii) cause among other things, consummating the Bank Commitment Letter transactions contemplated hereby, including the Refinancing, paying the Aggregate Option Consideration, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to be ineffective or (iii) preclude in any material respect the satisfaction Operating. True and complete copies of the conditions set forth in Financing Commitments have been delivered to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

Financing Commitments. An executed Parent has delivered to the Company a true, complete and correct copy of the debt commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20the date hereof from Citigroup Global Markets Inc. and Capital One, 2000 National Association (the "Bank “Debt Financing Commitment Letter"”), is included in Section 2.2(c) of pursuant to which the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and lender parties thereto have committed, subject to the terms and conditions contained set forth therein, (i) Bank of America has committed to provide senior debt financing lend the amount set forth therein to Parent and Merger Sub in (the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge “Debt Financing”). Parent has committed delivered to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment lettertrue, a true complete and correct copy of which is included in Section 2.2(b) the equity commitment letter, dated as of the Holdings Disclosure Schedule date hereof, from the Sponsor listed therein (the "Vestar “Equity Financing Commitment Letter",” and together with the Debt Financing Commitment Letter, the “Financing Commitments”), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar the Sponsor has committed, subject to the terms and conditions contained set forth therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included invest in Section 2.2(c) of Parent the Holdings Disclosure Schedule cash amount set forth therein (the "Marathon Fund Commitment Letter" and“Equity Financing”, and together with the Bank Commitment Letter Debt Financing, the “Financing”). None of the Financing Commitments have been amended or modified prior to the date of this Agreement, and the Vestar Commitment Letter, respective commitments contained in the "Commitment Letters" and Financing Commitments have not been withdrawn or rescinded in any respect. There are no side letters or other Contracts or arrangements that affect the financing to be provided thereunder, conditionality or amount of the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition Financing other than as expressly set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on Financing Commitments delivered to the date Company pursuant to the first two sentences of this Agreement which Section 4.7. Parent has fully paid any and all commitment fees or other fees or expenses in their good faith judgment would reasonably be expected connection with the Financing Commitments that are payable on or prior to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, and the Commitment Letters Financing Commitments are in full force and effect and have not been amended in any material respect. To are the legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Holdings and Merger SubParent, assuming all each of the representations and warranties other parties thereto, except as may be limited by the Enforceability Exceptions. There are no conditions precedent or other contingencies related to the funding of the Company set forth herein are truefull amount of the Financing, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made other than as expressly set forth in the Management Equity Agreements and Financing Commitments. Parent is not aware of the Other Equity Agreements occurrence of any event which, with or without notice, lapse of time or both, could reasonably be expected to constitute a default or breach on the part of Parent or any other party thereto under any of the Financing Commitments. Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied. The aggregate proceeds from the Financing will be sufficient for the Parent to consummate (i) satisfy its obligation to pay the Merger Consideration and to pay all related fees and expenses. The financing and other fees that are due and payable under off the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolventReplaced Indebtedness, (ii) pay any and all fees and expenses required to be paid by Parent in connection with the Surviving Corporation will not be left with unreasonably small capitaltransactions contemplated hereby and by the Financing, and (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital satisfy all of the Surviving Corporation will not be impairedother payment obligations of Parent contemplated hereunder and/or under the Financing Commitments.

Financing Commitments. An executed commitment letter from Bank of AmericaJPMorgan Chase Bank, N.A. and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (together, the "Bank of AmericaBank"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20March 22, 2000 2007 (the "Bank Commitment LetterLetters"), is included in Section 2.2(c4.6(a) of the Holdings Purchaser Disclosure ScheduleLetter. Pursuant to the Bank Commitment Letter Letters and subject to the terms and conditions contained therein, (i) the Bank of America has committed to provide senior debt financing sufficient to consummate the Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Bank Commitment Letters are not subject to any condition other than set forth in the Bank Commitment Letters. Holdings Parent and Merger Sub the Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter Letters inaccurate, (ii) cause the Bank Commitment Letter Letters to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment LetterLetters. As of the date hereof, the Bank Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings Parent and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are truePurchaser, the funds contemplated to be received pursuant to the Bank Commitment Letters Letters, together with the roll over contributions any additional funds from Parent, to be made as set forth deposited in trust with the Management Equity Agreements and Paying Agent for the Other Equity Agreements benefit of holders of Company Common Stock will be sufficient to consummate the Merger and to pay all related fees and expensesExpenses. The financing and other fees that are due and payable under the Bank Commitment Letters (i) as of the date hereof have been paid in full and (ii) as of the Closing will be paid in full. Holdings Parent and Merger Sub believe Purchaser have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to indicate that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) Parent, the Surviving Corporation Corporation, and their Subsidiaries, taken as a whole, will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its their ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation mature, or will not be impairedhave impaired capital.

Financing Commitments. An executed The Company and Purchaser have previously received: (i) a letter from TPG IV and certain other stockholders or prospective stockholders of Purchaser (the "TPG Equity Commitment Letter") confirming their commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $440 million in cash, subject to the terms and conditions thereof (the "TPG Equity Investment"); (ii) a letter from JLL Fund IV (the "JLL Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser for an aggregate subscription price of $110 million in cash, subject to the terms and conditions thereof (the "JLL Equity Investment"); (iii) a letter from CIBC (the "CIBC Equity Commitment Letter") confirming its commitment to subscribe for and purchase common stock or other equity securities of Purchaser in exchange for a number of Company Shares equal to the quotient of (A) $40 million divided by (B) the Per Share Merger Consideration (the "CIBC Rollover Shares"), subject to the terms and conditions thereof (the "CIBC Equity Investment"): (iv) a letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committedconfirming its commitment, subject to the terms and conditions contained thereinthereof, to purchase equity securities lend up to $660 million to Operating pursuant to the New Credit Agreement; and (v) a bridge loan commitment from Banc of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule America Securities LLC (the "Marathon Fund Commitment LetterBridge Loan Commitment" and, together collectively with the Bank TPG Equity Commitment Letter, the JLL Equity Commitment Letter, the CIBC Equity Commitment Letter and the Vestar Bank Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("MarathonFinancing Commitments") pursuant to which Marathon has committedconfirming, subject to the terms and conditions contained thereinthereof, its commitment to purchase equity securities provide up to $490 million of Investors for an aggregate purchase price bridge loan financing to Operating or to privately place up to $490 million of $35,000,000New Notes in the Notes Offering. The obligations proceeds of the Equity Investments shall be used by Purchaser to fund subscribe and pay for shares of capital stock of Merger Sub, which proceeds shall be used by the commitments under Company immediately following the Commitment Letters are not subject Effective Time to any condition other than set forth in pay a portion of the Commitment LettersAggregate Purchase Price. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on The proceeds from the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in transactions contemplated by the Bank Commitment Letter inaccurateand the Bridge Loan Commitment shall be used by Operating for purposes of, (ii) cause among other things, consummating the Bank Commitment Letter transactions contemplated hereby, including the Refinancing, paying the Aggregate Option Consideration, paying expenses incurred in connection with the transactions contemplated hereby and providing working capital to be ineffective or (iii) preclude in any material respect the satisfaction Operating. True and complete copies of the conditions set forth in Financing Commitments have been delivered to the Bank Commitment LetterCompany. As of the date hereof, the Commitment Letters The Financing Commitments are in full force and effect and have not been amended or modified in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.