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") 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 $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 Xxxxxx Xxxxxxx Xxxx Xxxxxx 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 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.