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 As of the date of this Agreement, Parent has delivered to the Company a true and complete copy of the executed debt financing commitment letter from Bank of Americaletters, N.A. dated January 13, 2025, by and among Parent, Queen TopCo, LLC, a Delaware limited liability company ("Bank of America"“TopCo”), Banc of America Bridge LLC and the financial institutions party thereto from time to time, including all exhibits, schedules, annexes and amendments to such letter in effect on the date hereof ("Banc of America Bridge"the “Commitment Letters”) 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 any related fee letters (provided that fees, “market flex” provisions, “securities demand” provisions, pricing terms, and other economic provisions or commercially sensitive terms may be redacted, none of which is included in Section 2.2(b) would reasonably be expected to reduce the aggregate principal amount of the Holdings Disclosure Schedule Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the "Vestar Company) or impose additional conditions to the funding of the Debt Financing). The debt financing committed pursuant to the Commitment Letters is collectively referred to in this Agreement as the “Debt Financing”. Each Commitment Letter is in full force and effect as of the date of this Agreement, and the commitments contained in each 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. As of the date of this Agreement, each 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 TopCo 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 that the terms and conditions contained thereinDebt Financing is received as contemplated by the Commitment Letters, to purchase equity securities the aggregate amount 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 net proceeds from the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" andDebt Financing, together with the Bank Commitment Letter cash, cash equivalents and other financial assets of Parent and the Vestar Commitment LetterCompany, will be, as of the Closing Date, sufficient to satisfy all of Parent’s obligations under this Agreement on the Closing Date (such amount, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"“Required Amount”), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject . There are no side letters or other written agreements or contracts 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 Debt Financing contemplated by the Commitment Letters are not subject to which Parent or TopCo is a party relating to the Commitment Letters or the Debt Financing that would impose additional conditions to the funding of the Debt Financing on the Closing Date or would be reasonably likely to (i) adversely affect the conditionality or enforceability of, or termination rights under, the Commitment Letters or the availability of the Debt Financing on or prior to the Closing Date or (ii) reduce the aggregate amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any condition other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company), other than the Commitment Letters and other than customary engagement letters, fee letters or fee credit letters (which engagement letters, fee letters and fee credit letters do not contain terms that would impact the conditionality or reduce the amount of the Debt Financing below the amount required to pay the Required Amount (after taking into account any other Financing, if any, and cash, cash equivalents and other financial assets of Parent and the Company)). 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 Parent of any terms or conditions set forth in the Commitment Letters. Holdings Letters or, to the Knowledge of Parent, any other party thereto under any term or condition of the Commitment Letters 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 (B) subject 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 contained in the Bank Commitment Letter. As of the date Section 5.1 and Annex A hereof, Parent does not have any reason to believe that the Debt Financing contemplated by the Commitment Letters are in full force an amount required to pay the Required Amount (after taking into account any other Financing, if any, and effect cash, cash equivalents and have other financial assets of Parent and the Company) will not been amended in any material respectbe available to Parent or Merger Sub at the Closing. To the knowledge of Holdings and Merger SubParent has fully paid all commitment fees or other fees, assuming all of the representations and warranties of the Company set forth herein are trueif any, the funds contemplated to be received pursuant to required by the Commitment Letters together with the roll over contributions to be made as set forth in paid prior to the Management Equity Agreements and date of this Agreement. Notwithstanding anything to 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 contrary herein, each of Parent and Merger Sub believe thatexpressly acknowledge and agree that obtaining the Financing is not a condition to the Offer, upon consummation the Merger or the Closing or the obligations of each Parent and Merger Sub to consummate the transactions contemplated by this Agreement. The Offer Conditions satisfy the requirements set forth in the condition contained in paragraph 1(a) of Exhibit E or contained in paragraph 1(a) of Exhibit C, including as applicable, to 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 impairedCommitment Letters.

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 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 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.

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.