Exhibit (b)(2)
[UBS LOGO]
UBS LOAN FINANCE LLC
c/o UBS AG, Stamford Branch
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
April 11, 2006
Xxxxxxx Corporation
0000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000-0000
Attn: Xxxxxx Xxxxx, EVP and Chief Financial Officer
Re: US$700,000,000 364 Day Revolving Credit Facility described below
(the "Facility") for Xxxxxxx Corporation (the "Borrower")
Ladies and Gentlemen:
We refer to the attached draft (MW Draft 4/10/06) Credit Agreement for the
Borrower and certain of its subsidiaries (the "Draft Credit Agreement"). All
capitalized terms used but not defined herein shall have the meaning set forth
in the Draft Credit Agreement. Subject to the terms and conditions contained
herein, we are pleased to commit US$700,000,000 to the Facility. We understand
that the loans under the Facility may be used for the purposes (and subject to
the restrictions) set forth in Section 6.12 of the Draft Credit Agreement.
Our commitment is subject to (i) the negotiation, execution and delivery of
definitive documentation relating to the Facility satisfactory to us which shall
be substantially in the form of the Draft Credit Agreement with the exception
that (x) the term of the Facility shall be 364 days, (y) there shall be no swing
line or letter of credit facility and (z) the Facility shall be substantially
similar to the terms applicable to the Committed Loans set forth in the Draft
Credit Agreement, (ii) the satisfaction of the conditions precedent set forth in
the Facility which shall be substantially similar to those set forth in Article
IV of Draft Credit Facility and (iii) the satisfaction of the conditions
precedent for the making of the initial extensions of credit set forth in the
final documentation relating to the Draft Facility.
We may terminate our commitment if the Closing does not occur on or prior to
August 31, 2006.
This commitment letter is solely for your benefit and the Borrowers, and no
other person shall have any rights hereunder. This commitment letter may not be
amended or any provision hereof waived or modified except by an instrument in
writing signed by us. This commitment letter may be executed in any number of
counterparts, each of which shall be an original and all of which, when taken
together, shall constitute one agreement.
[UBS LOGO]
THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.
Delivery of an executed counterpart of a signature page of this letter by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.
Yours sincerely,
UBS LOAN FINANCE LLC
By: /S/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Director
By: /S/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Executive Director and Counsel
Region Americas Legal
ACCEPTED AND AGREED TO BY:
XXXXXXX CORPORATION
By____________________________
Name:
Title:
