VESTAR CAPITAL PARTNERS IV, L.P.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 16, 2000
V.S.M. Acquisition Corp.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
V.S.M. Acquisition Corp., a Delaware corporation
("PURCHASER"), has been organized at the direction of affiliates of Vestar
Capital Partners IV, L.P. ("VESTAR") and Park Avenue Equity Partners, L.P. in
order to make a tender offer to purchase all outstanding shares of common
stock of Sunrise Medical, Inc. (the "COMPANY") and merge into the Company.
This tender offer ("OFFER") and merger (the "MERGER") will be made
substantially on the terms set forth in the Agreement and Plan of Merger dated
as of the date hereof, among the Company, V.S.M. Investors, LLC, V.S.M.
Holdings, Inc. and Purchaser, including the Annex, the Exhibits and the
Schedules thereto (the "MERGER AGREEMENT"). Capitalized terms used herein and
not defined have the meanings set forth in the Merger Agreement.
In order to enable Purchaser to consummate the Offer and the
Merger, Vestar is pleased to commit to provide or cause an affiliate to
provide to Purchaser the amount of common equity required to be provided by it
pursuant to the Commitment Letters of Bankers Trust Company referred to in
Section 3.2(c) of the Merger Agreement in order to consummate the Offer and
the Merger. Such commitment is subject to (i) Vestar determining in its good
faith
judgment that all conditions to the purchase of shares of Company common stock
pursuant to the Offer set forth in the Merger Agreement and all conditions in
the aforesaid Commitment Letters have been satisfied or have been waived by
all parties for whose benefit such conditions exist and (ii) the concurrent
consummation of the Offer. No person or entity other than Purchaser may rely
on this commitment.
Very truly yours,
VESTAR CAPITAL PARTNERS IV, L.P.
By: Vestar Associates IV, L.P.,
its General Partner
By: Vestar Associates Corporation IV,
its General Partner
By:
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Name:
Title: Managing Director
Xxxxxx and accepted as of
the date first written above:
V.S.M. ACQUISITION CORP.
By:
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Name:
Title:
