Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ Holly Sheffield

Name:

Title:

CREDIT SUISSE, CAYMAN ISLANDS BRANCH

By:

/s/ Judith Smith

Name: Judith Smith

Title: Director

By:

/s/ Doreen Barr

Name: Doreen Barr

Title: Vice President

BANC OF AMERICA SECURITIES
LLC

By:

 /s/ K. James Pirouz

Name: K. James Pirouz

Title: Principal

BANC OF AMERICA BRIDGE LLC

By:

 /s/ K. James Pirouz

Name: K. James Pirouz

Title: Principal

BANK OF AMERICA, N.A.

By:

 /s/ K. James Pirouz

Name: K. James Pirouz

Title: Principal

REABLE THERAPEUTICS FINANCE LLC

By

/s/ Harry L. Zimmerman

Name: Harry L. Zimmerman

Title: EVP – General Counsel

CONFIDENTIAL

EXHIBIT A

Borrower:

ReAble Therapeutics Finance LLC (the “Borrower”), a Delaware limited liability company and a wholly-owned indirect subsidiary of ReAble Therapeutics, Inc. (the “Company”), a Delaware corporation controlled by The Blackstone Group and its affiliates (the “Sponsor”) and certain other investors (including members of management) (collectively, the “Investors”).   

Transaction:

The Company intends to acquire through the merger (the “Merger”) of DJO Incorporated, a Delaware corporation (the “Target”), with the Borrower’s newly formed wholly-owned subsidiary, Reaction Acquisition Merger Sub, Inc., (“Merger Sub”), with the Target as the surviving corporation of such Merger, all of the outstanding equity interests of the Target pursuant to the Agreement and Plan of Merger, dated as of July 15, 2007 (in such form as has been provided to us on the date hereof prior to execution of the Commitment Letter) (the “Merger Agreement”), among Merger Sub, the Borrower and the Target.  In connection with the Merger, (a) the Investors will directly or indirectly contribute an aggregate amount of cash equity, together with existing equity already contributed by the Investors in the Company prior to the date hereof, that collectively represents not less than 25% of the aggregate pro forma capitalization of the Company on the Closing Date (as defined below) (collectively, the “Equity Contribution”); it being understood that the proceeds of such Equity Contribution will be contributed by the Company through the Borrower to the Merger Sub substantially concurrently with the consummation of the Merger, and that portions of the contribution from the Borrower to Merger Sub may be made in the form of subordinated debt in return for an intercompany note issued to the Borrower by the surviving company of the Merger; provided that such intercompany note will be pledged as Collateral (as defined below); (b) the Borrower will obtain the senior secured credit facilities described below under the caption “Senior Facilities”; (c) the Borrower will either (i) issue up to $575 million in aggregate principal amount of senior unsecured notes, which, at your election, may include up to $200 million in aggregate principal amount of senior unsecured PIK election notes (the “Senior Unsecured Notes”) in a

public offering or in a Rule 144A or other private placement or (ii) if all or any portion of the Senior Unsecured Notes are not issued prior to the Closing Date, borrow up to $575 million of senior unsecured increasing rate loans, which, at your election, may include up to $200 million in senior PIK election increasing rate loans (the “Senior Unsecured Bridge Loans” or the “Bridge Loans”) under a new senior unsecured credit facility (the “Bridge Facility”); (d) the Borrower’s existing 11.75% senior subordinated notes due 2014 (the “Existing Notes” and, together with the Senior Unsecured Notes, the “Notes”) will remain outstanding after giving effect to the Transactions (as defined below); (e) certain indebtedness of the Borrower and its subsidiaries and certain indebtedness of the Target and its subsidiaries, in each case in existence prior to the Merger (the “Indebtedness to be Repaid”) will be repaid in full; and (f) fees and expenses incurred in connection with the foregoing (the “Transaction Costs”) will be paid.  The transactions described in this paragraph, together with the transactions related thereto, are collectively referred to herein as the “Transactions”.

Administrative Agent:

Credit Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole and exclusive administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for a syndicate of banks, financial institutions and other institutional lenders reasonably acceptable to the Borrower (together with the Initial Lenders, the “Lenders”), and will perform the duties customarily associated with such roles.

Joint Lead Arrangers and Joint Bookrunners:

Credit Suisse Securities (USA) LLC (the “Lead Arranger”) and Banc of America Securities LLC will act as joint lead arrangers and joint bookrunners for the Senior Facilities (the “Joint Lead Arrangers”), and will perform the duties customarily associated with such roles.

Syndication Agent:

Bank of America, N.A. (the “Syndication Agent”).

Senior Facilities:

(A)          A senior secured term loan facility in an aggregate principal amount of up to $1,055 million (the “Term B Facility”). 

(B)           A senior secured revolving credit facility in an aggregate principal amount of $100 million (the “Revolving Facility”), of which up to an amount to be agreed will be available in the form of

letters of credit.

In connection with the Revolving Facility, the Administrative Agent (in such capacity, the “Swingline Lender”) will make available to the Borrower a swingline facility under which the Borrower may make short-term borrowings of up to an amount to be agreed.  Except for purposes of calculating the Commitment Fee described below, any such swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

Each Lender under the Revolving Facility shall, promptly upon request by the Swingline Lender, fund to the Swingline Lender its pro rata share of any swingline borrowings.

The Senior Facilities will permit the Borrower  to add one or more incremental term loan facilities to the Senior Facilities (each, an “Incremental Term Facility”) and/or increase commitments under the Revolving Facility (any such increase, an “Incremental Revolving Facility”; the Incremental Term Facilities and the Incremental Revolving Facilities are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to any amount which would be permitted to be incurred in accordance with a Senior Secured Leverage Ratio (as defined below) test, which test shall be made on a pro forma basis and shall require a Senior Secured Leverage Ratio not exceeding 4.50 to 1.00; provided that (i) no Lender will be required to participate in any such Incremental Facility, (ii) no event of default or default exists or would exist after giving effect thereto, (iii) if applicable, the Borrower shall be in pro forma compliance with the financial maintenance covenant described below on the date of incurrence and for the most recent determination period (it being understood that for purposes of this test only, (1) the financial maintenance covenant will be deemed to apply regardless of whether amounts are outstanding under the Revolving Facility or not and (2) during the period prior to the first test date of the financial maintenance covenant, the financial maintenance covenant will be deemed to be in effect during such time and pro forma compliance will require compliance with the level set forth for the first quarter to be tested under the financial maintenance covenant), after giving effect to such Incremental Facility and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions or repayments of indebtedness after the beginning of the relevant

determination period, but prior to or simultaneously with the borrowing under any such Incremental Facility, (iv)  the maturity date of any such Incremental Term Facility shall be no earlier than the maturity date of the Term B Facility, (v) the interest rates and amortization schedule applicable to any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder; provided that such amortization schedule shall not have a weighted average life to maturity shorter than the Term B Facility and (vi) any Incremental Revolving Facility shall be on terms and pursuant to documentation applicable to the Revolving Facility and any Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders thereunder, provided that, to the extent such terms and documentation are not consistent with the Term B Facility (except to the extent permitted by clause (iv) or (v) above), they shall be reasonably satisfactory to the Administrative Agent.

The Borrower may seek commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions or other institutional lenders (in the case of any Incremental Revolving Facility, reasonably acceptable to the Administrative Agent) that shall thereupon become Lenders.  The definitive credit documentation shall be amended to give effect to the Incremental Facilities by documentation executed by the institution or institutions making the commitments with respect thereto, the Administrative Agent and the Borrower, and without the consent of any other Lender.

Purpose:

(A)          The proceeds of the Term B Facility and the proceeds of the Revolving Facility borrowed on the Closing Date will be used by the Borrower, on the Closing Date, together with the proceeds of the Senior Unsecured Notes and/or the Bridge Loans and the Equity Contribution, solely to pay the consideration for the Merger, to refinance the Indebtedness to be Repaid, to pay Transaction Costs and to pay pre-funded post-closing integration costs of approximately $22,500,000 (the “Post-Closing Integration Amount”).

(B)           The letters of credit under the Revolving Facility (the “Letters of Credit”) and proceeds of loans under the Revolving Facility (except as set forth below) will be used by the Borrower and its subsidiaries solely for working capital and

general corporate purposes.

Availability:

(A)          The Term B Facility will be available in a single drawing on the Closing Date.  Amounts borrowed under the Term B Facility that are repaid or prepaid may not be reborrowed.

(B)           Loans under the Revolving Facility (exclusive of Letter of Credit usage) in an aggregate principal amount to be agreed may be borrowed on the Closing Date to finance the Transactions and Transaction Costs.  Additionally, Letters of Credit may be issued on the Closing Date in order to backstop or replace letters of credit or other existing credit arrangements outstanding on the Closing Date and loans may be made on the Closing Date to refinance any revolving credit borrrowings outstanding on the Closing Date, in each case under facilities no longer available to the Borrower or the Target as of the Closing Date.  Otherwise, loans under the Revolving Facility will be available at any time prior to the final maturity of the Revolving Facility, in minimum principal amounts to be agreed upon.  Amounts repaid under the Revolving Facility may be reborrowed.

Interest Rates and Fees:

As set forth on Annex I hereto.

Default Rate:

With respect to overdue principal, the applicable interest rate plus 2.00% per annum, and with respect to any other overdue amount, the interest rate applicable to ABR loans plus 2.00% per annum.

Letters of Credit:

Letters of Credit under the Revolving Facility will be issued by one or more Lenders under the Revolving Facility acceptable to the Borrower and the Administrative Agent (the “Issuing Bank”).  Each Letter of Credit shall expire not later than the earlier of (a) 12 months after its date of issuance and (b) the fifth business day prior to the final maturity of the Revolving Facility; provided that any Letter of Credit may provide for renewal thereof for additional periods of up to 12 months (which in no event shall extend beyond the date referred to in clause (b) above).

Drawings under any Letter of Credit shall be reimbursed by the Borrower within one business day (or, if the Borrower shall have received notice later than 10:00 a.m., New York City time, on any business day, on the immediately following business day) after notice of such

drawing is received by the Borrower.  To the extent that the Borrower does not timely reimburse the Issuing Bank, the Lenders under the Revolving Facility shall be irrevocably obligated to reimburse the Issuing Bank pro rata based upon their respective Revolving Facility commitments.

Final Maturity and
Amortization:

(A)          Term B Facility

The Term B Facility will mature on the date that is six years and six months after the Closing Date and will amortize in equal quarterly installments in aggregate annual amounts equal to 1% of the original principal amount of the Term B Facility, with the balance payable on the sixth year and sixth month anniversary of the Closing Date.

(B)           Revolving Facility

The Revolving Facility will mature on the date that is six years after the Closing Date.

Guarantees:

All obligations of the Borrower (the “Borrower Obligations”) under the Senior Facilities, under any interest rate protection or other hedging arrangements entered into with a Lender or any affiliate of a Lender (“Hedging Arrangements”) and under certain cash management arrangements entered into with a Lender or any affiliate of a Lender (“Cash Management Obligations”) will be unconditionally guaranteed jointly and severally on a senior secured basis (the “Guarantees”) by ReAble Therapeutics Holdings LLC (“Holdings”) and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. restricted subsidiary of the Borrower (other than certain immaterial subsidiaries and unrestricted subsidiaries to be agreed upon and other than any direct or indirect U.S. subsidiaries of any direct or indirect non-U.S. subsidiaries of the Borrower) (the “Guarantors”). 

Security:

The Borrower Obligations, the Guarantees, the Hedging Arrangements and the Cash Management Obligations will be secured by substantially all the present and after-acquired assets of the Borrower and each Guarantor (collectively, the “Collateral”), including but not limited to (and subject to the payment priorities set forth below): (a) a perfected first-priority pledge of all the capital stock of the Borrower, (b) a perfected first-priority pledge of all the capital stock held directly by the Borrower or any Guarantor (which pledge, in the case of any foreign subsidiary of a U.S. entity, shall not include more than

65% of the voting stock of such foreign subsidiary) and (c) perfected security interests in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each Guarantor (including, subject to the following sentence, accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, real property, intercompany notes, cash and proceeds of the foregoing).

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) fee owned real properties with a value of less than an amount to be agreed (with any required mortgages being permitted to be delivered post-closing) and all leasehold interests, (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights and certain commercial tort claims, (iii) pledges and security interests prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law, (iv) assets (including deposit and securities accounts) specifically requiring perfection through control agreements and (v) those assets as to which the Administrative Agent and the Borrower agree that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby.

All the above-described pledges, security interests and mortgages shall be created on terms, and pursuant to documentation, reasonably satisfactory to the Administrative Agent, and none of the Collateral shall be subject to any other pledges, security interests or mortgages (except permitted liens, including liens disclosed in the Merger Agreement and the schedules thereto that are of a nature that would be customary to remain in place after consummation of the Merger), and subject to customary exceptions for financings of this kind with affiliates of the Sponsor or as otherwise agreed upon.

Mandatory Prepayments:

Loans under the Term B Facility shall be prepaid with (a) 50% of Excess Cash Flow (to be defined in a manner consistent with Sponsor precedent), with step-downs to 25% and 0% based upon achievement and maintenance of Leverage Ratio (as defined below) to be agreed (with the first payment in respect of Excess Cash Flow required for the 2008 fiscal year and due in the following year, and with any permanent voluntary prepayments of indebtedness of Borrower or its subsidiaries during any fiscal year to be credited on a dollar-for-dollar basis against any mandatory prepayment required by this

clause (a)); (b) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by the Borrower and its restricted subsidiaries (including insurance and condemnation proceeds) in excess of an amount to be agreed and subject to the right of the Borrower to reinvest if such proceeds are reinvested (or committed to be reinvested) within 15 months and, if so committed to reinvestment, reinvested within the later of 15 months after such sale or disposition or 180 days after such commitment, and other exceptions to be agreed upon; and (c) 100% of the net cash proceeds of the issuance or incurrence of debt by the Borrower or any of its restricted subsidiaries (other than debt permitted to be incurred under the definitive credit documentation).

Notwithstanding the foregoing, each Lender under the Term B Facility shall have the right to reject its pro rata share of any mandatory prepayments described above, in which case the amounts so rejected shall be retained by the Borrower.

Mandatory prepayments shall be applied to the scheduled installments of principal of the Term B Facility in direct order.

As used herein, the “Leverage Ratio” means Total Net Debt (to be defined in a manner consistent with Sponsor precedent and otherwise to be mutually agreed, and in any case net of all unrestricted cash and cash equivalents in excess of the Integration Reserve Amount) to EBITDA (to be defined in a manner consistent with Sponsor precedent and otherwise to be mutually agreed, but in any event the definition of EBITDA for all purposes of the definitive credit documentation will include adjustments and add-backs reflected in the Sponsor model (provided that any adjustment for future cost savings related to the Transactions shall not exceed $35,000,000 or a larger amount to be agreed) as well as adjustments and add-backs customary for financings with affiliates of the Sponsor and others as may be agreed (but in any event shall include add-backs for non-cash stock option expense, non-cash pension expense and non-cash losses from investments, in each case to the extent deducted in calculating consolidated net income)).

As used herein, the “Senior Secured Leverage Ratio” means Total Senior Secured Debt (to be defined in a manner consistent with Sponsor precedent and otherwise to be mutually agreed, and in any case net of all

unrestricted cash and cash equivalents in excess of the Integration Reserve Amount (other than the Borrower)) to EBITDA (as set forth in the precedent sentence).

As used herein, the term “Integration Reserve Amount” means (i) for the fiscal year 2007, 100%, (ii) for the fiscal year 2008, 100%, and (iii) for the fiscal year 2009, 25%, in each case, of the Post-Closing Integration Amount.

Voluntary Prepayments and Reductions in Commitments:

Voluntary reductions of the unutilized portion of the Senior Facilities commitments and prepayments of borrowings will be permitted at any time, in minimum principal amounts to be agreed upon, without premium or penalty, subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of Adjusted LIBOR borrowings other than on the last day of the relevant interest period.  All voluntary prepayments of the Term B Facility will be applied to the remaining amortization payments under the Term B Facility as directed by the Borrower.

Representations and Warranties:

Usual and customary for financings of this kind with affiliates of the Sponsor and limited to the following: corporate status, authority and enforceability, no violation of, or conflict with, law, charter documents or agreements, litigation, margin regulations, governmental approvals with respect to the Senior Facilities, Investment Company Act, accuracy of disclosure, financial statements and no material adverse change (after the Closing Date), taxes, ERISA, subsidiaries, intellectual property, environmental laws, properties, status of Senior Facilities and the Bridge Facility and/or Senior Unsecured Notes as senior debt, creation and perfection of security interests and consolidated closing date solvency.

Conditions Precedent to  Initial Borrowing:

The initial borrowing under the Senior Facilities will be subject to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter.

The definitive documentation for the Senior Facilities shall not contain (a) any conditions precedent other than the conditions precedent expressly set forth below under “Conditions Precedent to all Borrowings” and in Exhibit C to the Commitment Letter or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in the Commitment Letter, or Exhibit C thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to

the initial borrowing under the Senior Facilities.

Conditions Precedent to all Borrowings:

Delivery of notice, accuracy of representations and warranties in all material respects (subject on the Closing Date to the limitations set forth in the Commitment Letter) and, after the Closing Date, absence of defaults.

Affirmative Covenants:

Usual and customary for financings of this kind with affiliates of the Sponsor and limited to the following (to be applicable to the Borrower and its restricted subsidiaries):  delivery of financial statements and other information, notices of defaults, litigation and other material events, inspections, maintenance of property and insurance, maintenance of existence, maintenance and inspection of books and records, payment of taxes, corporate franchises, compliance with laws, ERISA, use of proceeds and further assurances on collateral and guarantee matters.

Negative Covenants:

Usual and customary for financings of this kind with affiliates of the Sponsor and limited to the following (to be applicable to the Borrower and its restricted subsidiaries):  limitations on dividends or distributions on, and redemptions and repurchases of, equity interests and other restricted payments (which shall permit, among other things, distributions by the Borrower to pay taxes attributable to the income of the Borrower and its subsidiaries); limitations on prepayments, redemptions and repurchases of the Existing Notes and other subordinated debt (provided that subordinated debt incurred after the Closing Date may be prepaid to the extent that there is no default and the Borrower is in compliance with the debt incurrence ratio referred to below, and provided further that the proceeds of senior indebtedness may not be utilized to prepay any subordinated debt) and modification of instruments relating thereto; limitations on debt, guarantees and hedging arrangements (which shall permit the incurrence or assumption of indebtedness, subject only to no default and compliance with a Leverage Ratio to be agreed); limitations on liens and sale-leaseback transactions; limitations on loans and investments; limitations on changes in business conducted by the Borrower and its restricted subsidiaries; limitations on mergers and other fundamental changes, acquisitions (which shall be permitted on the terms set forth in the next succeeding paragraph) and asset sales; limitations on transactions with affiliates; limitations on restrictions on ability of restricted subsidiaries that are not Guarantors to pay dividends or make distributions; limitations on changes in fiscal year; subject, in the case of each of the

foregoing covenants, to exceptions, qualifications and, as appropriate, “baskets” to be agreed upon (including an available basket amount in an amount to be agreed and that will be built by the greater of retained excess cash flow or 50% of consolidated net income, and may be used for, among other things, certain investments, restricted payments and the prepayment of the Existing Notes and other subordinated debt).  In addition, it is understood that any payments required in connection with any AHYDO “catch-up” payments related to any Bridge Facility or the Senior Unsecured Notes will be permitted under the Senior Facilities.  The covenants will also contain a customary negative pledge with respect to the capital stock of the Borrower.

The Borrower or any restricted subsidiary will be permitted to make acquisitions as long as (a) there is no default, (b) the Borrower would be in pro forma compliance with a Leverage Ratio to be agreed and, to the extent applicable, the financial maintenance covenant described below, in each case after giving effect thereto, (c) the acquired company or assets are in the same or generally related line of business as the Borrower and its subsidiaries and (d) the acquired company and its subsidiaries (other than immaterial subsidiaries) will become, in the case of any acquired entities organized under the laws of the United States, Guarantors and pledge their Collateral to the Administrative Agent.  Acquisitions of entities that do not become Guarantors will be limited to an aggregate amount to be agreed upon by the Administrative Agent and the Borrower.

Financial Covenants:

With respect to the Term B Facility:  none.

With respect to the Revolving Facility:  to consist of maximum Senior Secured Leverage Ratio to be applicable only if amounts are drawn under the Revolving Facility.(1)

The financial maintenance covenant will be tested with respect to the Borrower and its restricted subsidiaries on a consolidated basis and will be consistent with Sponsor precedent modified as mutually agreed to reflect the Transactions and the Borrower’s business and financial accounting.  The first test of the Senior Secured Leverage Ratio shall not occur until after completion of

the second full fiscal quarter to occur after the Closing Date.

For purposes of determining compliance with the financial maintenance covenant, an equity contribution to the Borrower after the Closing Date and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for a fiscal quarter will, at the request of the Borrower, be included in the calculation of consolidated EBITDA solely for the purposes of determining compliance with the financial covenant at the end of such fiscal quarter and applicable subsequent periods (any such equity contribution so included in the calculation of consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) in each four fiscal quarter period, there shall be a period of at least one fiscal quarter in which no Specified Equity Contribution is made, (b) in each eight fiscal quarter period, there shall be at least four fiscal quarters in which no Specified Equity Contribution is made and (c) the amount of any Specified Equity Contribution with respect to the financial covenant shall be no greater than the amount required to cause the Borrower to be in compliance with the financial covenant.

Unrestricted Subsidiaries:

The definitive documentation for the Senior Facilities will contain provisions pursuant to which, subject to limitations to be agreed (including customary restricted payments/restricted investments tests upon designation of unrestricted subsidiaries; and customary limitations on investments, loans and advances to, and other investments in, entities that have been designated as unrestricted subsidiaries), the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and (subject to customary conditions) subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary.  Unrestricted subsidiaries will not be subject to the affirmative or negative covenant or event of default provisions of the definitive documentation for the Senior Facilities, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of determining compliance (to the extent applicable) with the negative covenants and financial ratios contained in the definitive documentation for the Senior Facilities.

Events of Default:

Events of default (including grace periods) usual and customary for financings of this kind with affiliates of the Sponsor and limited to the following: nonpayment of principal, interest or other amounts; violation of

covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration to material indebtedness; bankruptcy and insolvency; material judgments; ERISA events; actual or asserted invalidity of material guarantees or security documents; and Change of Control (as customarily defined in financings for affiliates of the Sponsor).

Voting:

Amendments and waivers of the definitive credit documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and commitments under the Senior Facilities (with certain amendments and waivers also requiring class votes), except that the consent of each Lender adversely affected thereby shall be required with respect to (a) increases in the commitment of such Lender, (b) reductions of principal, interest or fees, (c) extensions of final maturity or any other date on which payments are due, (d) releases of all or substantially all of the value of the Guarantees or all or substantially all of the Collateral, (e) changes in the voting thresholds and (f) modifications of the pro rata payment provisions.

The definitive credit documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby so long as Lenders holding in excess of 50% of the aggregate amount of the loans and commitments under the Senior Facilities shall have consented thereto.

Cost and Yield Protection:

Usual for facilities and transactions of this type, it being agreed that the documentation will provide customary provisions regarding withholding tax liabilities in form and substance reasonably satisfactory to the Borrower and the Administrative Agent.

Assignments and Participations:

The Lenders will be permitted to assign (a) loans under the Term B Facility (with the consent of the Borrower, not to be unreasonably withheld or delayed), and (b) loans and commitments under the Revolving Facility with the consent of the Borrower (not to be unreasonably withheld or delayed), the Swingline Lender and the Issuing Bank; provided that no consent of the Borrower shall be required (i) after the occurrence and during the continuance of a payment or bankruptcy Event of Default or (ii) if such assignment is an assignment to another Lender, an affiliate of a Lender or an approved fund.  All assignments will require the consent of the

Administrative Agent, not to be unreasonably withheld or delayed.  Each assignment will be in an amount of an integral multiple of $1,000,000 with respect to the Term B Facility and $5,000,000 with respect to the Revolving Facility or, in each case, if less, all of such Lender’s remaining loans and commitments of the applicable class.  Assignments will be by novation and will not be required to be pro rata among the Senior Facilities.  The Administrative Agent shall receive a processing and recordation fee in an amount to be agreed.

The Lenders will be permitted to sell participations in loans and commitments without restriction.  Voting rights of participants shall be limited to matters in respect of (a) increases in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity and (d) releases of all or substantially all of the value of the Guarantees or all or substantially all of the Collateral.

Expenses and Indemnification:

Except as otherwise agreed upon in writing, if the Closing Date occurs, all reasonable out-of-pocket expenses of the Joint Lead Arrangers and the Administrative Agent (without duplication) associated with the primary syndication of the Senior Facilities and with the preparation, execution and delivery, administration, waiver or modification and enforcement of the definitive documentation for the Senior Facilities (including the reasonable fees, disbursements and other charges of counsel named below and one counsel in each other relevant jurisdiction) are to be paid by the Borrower.  The Borrower will indemnify the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent and the Lenders and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including reasonable fees, disbursements and other charges of counsel) and liabilities of the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent and the Lenders arising out of or relating to any claim or any litigation or other proceeding (regardless of whether the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent or any Lender is a party thereto) that relates to the Transactions, including the financing contemplated hereby, the Merger or any transactions connected therewith; provided that none of the Joint Lead Arrangers, the Administrative Agent, the Syndication Agent or any Lender will be indemnified for any cost, expense or liability to the extent it has resulted from the gross negligence, bad faith or willful misconduct of such person or any of its affiliates or controlling persons or any of the officers, directors,

employees, agents or members of any of the foregoing or a material breach of the definitive documentation by such person or its related persons.

Governing Law and Forum:

New York.

Counsel to the Administrative Agent and Joint Lead Arrangers:

Cravath, Swaine & Moore LLP.

Interest Rates:

The interest rates under the Senior Facilities will be as follows:

Revolving Facility

At the option of the Borrower, Adjusted LIBOR plus 2.50% or ABR plus 1.50%. From and after the delivery by the Borrower to the Administrative Agent of the Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Revolving Facility shall be subject to reduction based upon the Leverage Ratio and shall be as agreed upon between the Borrower and the Administrative Agent (in consultation with Bank of America).

Term B Facility

At the option of the Borrower, Adjusted LIBOR plus 2.50% or ABR plus 1.50%.

From and after the delivery by the Borrower to the Administrative Agent of the Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, interest rates under the Term B Facility shall be subject to reduction based upon the Leverage Ratio and shall be as agreed upon between the Borrower and the Administrative Agent (in consultation with Bank of America).

All Facilities

The Borrower may elect interest periods of 1, 2, 3 or 6 months (or, if available to all relevant Lenders, 9 or 12 months or a shorter period) for Adjusted LIBOR borrowings.

Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days (or 365 or 366 days, as the case may be, in the case of ABR loans based on the Prime Rate).

Interest shall be payable in arrears (a) for loans accruing interest at a rate based on Adjusted LIBOR at the end of each interest period and, for interest periods of greater than 3 months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the ABR, quarterly in arrears and on the applicable maturity date.

ABR is the Alternate Base Rate, which is the higher of the Administrative Agent’s Prime Rate and the Federal Funds Effective Rate plus 1/2 of 1.0%.

Adjusted LIBOR is the London interbank offered rate for

dollars, adjusted for statutory reserve requirements.

Letter of Credit Fee:

A per annum fee equal to the spread over Adjusted LIBOR under the Revolving Facility (minus the fronting fee) will accrue on the aggregate face amount of outstanding Letters of Credit under the Revolving Facility, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, in each case for the actual number of days elapsed over a 360-day year. Such fees shall be distributed to the Lenders participating in the Revolving Facility pro rata in accordance with the amount of each such Lender’s Revolving Facility commitment. In addition, the Borrower shall pay to the Issuing Bank, for its own account, (a) a fronting fee equal to a percentage per annum to be agreed upon of the aggregate face amount of outstanding Letters of Credit, payable in arrears at the end of each quarter and upon the termination of the Revolving Facility, calculated based upon the actual number of days elapsed over a 360-day year, and (b) customary issuance and administration fees.

Commitment Fees:

Initially, 0.50% per annum on the undrawn portion of the commitments in respect of the Senior Facilities payable quarterly in arrears after the Closing Date and upon the termination of the commitments, calculated based on the number of days elapsed in a 360-day year.

Changes in Commitment Fees:

From and after the delivery by the Borrower to the Administrative Agent of each Borrower’s financial statements for the period ending at least one full fiscal quarter following the Closing Date, commitment fees under the Revolving Facility shall be subject to reduction based upon the Leverage Ratio as shall be as agreed upon between the Borrower and the Administrative Agent (in consultation with Bank of America).

CONFIDENTIAL

EXHIBIT B

Borrower:

The Borrower under the Senior Facilities.

Senior Unsecured Bridge Agent:

Credit Suisse, acting through one or more of its branches or affiliates (“CS”), will act as sole and exclusive administrative agent (in such capacity, the “Senior Unsecured Bridge Agent”) for a syndicate of banks, financial institutions and other institutional lenders reasonably acceptable to the Borrower (together with the Senior Unsecured Bridge Agent, the “Senior Unsecured Bridge Lenders”), and will perform the duties customarily associated with such roles.

Senior Unsecured Bridge Joint Lead Arrangers and Joint Bookrunners:

CS Securities and BAS will act as joint lead arrangers and joint bookrunners for the Senior Unsecured Bridge Facility (the “Senior Unsecured Bridge Lead Arrangers”), and will perform the duties customarily associated with such roles.

Senior Unsecured Bridge Syndication Agent:

Banc of America Bridge LLC.

Bridge Loans:

Senior Unsecured Increasing Rate Bridge Loans (the “Senior Unsecured Bridge Loans”).

Uses of Proceeds:

The proceeds of the Senior Unsecured Bridge Loans will be used by the Borrower on the Closing Date, together with the proceeds of the Term B Facility, the Revolving Facility borrowed on the Closing Date, the Senior Unsecured Notes (if any) and the Equity Contribution, solely (a) to pay the consideration for the Merger, (b) to refinance existing indebtedness of the Borrower and the Target and its subsidiaries, (c) to pay the Transaction Costs and (d) to pay the pre-funded Post-Closing Integration Amount.

Principal Amount:

Up to $575 million, of which, at the Borrower’s election, up to $200 million may be made as senior unsecured increasing rate PIK election loans (the “PIK Toggle

Option”).

Ranking:

The Senior Unsecured Bridge Loans will constitute senior unsecured indebtedness of the Borrower.

Guarantees:

Each existing and subsequently acquired or organized guarantor of the Senior Facilities will jointly and severally guarantee the Senior Unsecured Bridge Loans on a senior unsecured basis.

Interest Rates:

Interest for the first six-month period commencing on the Closing Date shall be payable at the London interbank offered rate (“LIBOR”) for U.S. dollars (for interest periods of 1, 2, 3 or 6 months, as selected by the Borrower) plus 475 basis points, or if the Borrower shall have elected the PIK Toggle Option, 525 basis points with respect to the portion of Senior Unsecured Bridge Loans made subject to such option (in either case, the “Initial Margin”).  Interest for each three-month period commencing at the end of such initial six-month period shall be payable at prevailing LIBOR for such interest period as selected by the Borrower plus the Initial Margin (provided that the Initial Margin shall increase by 50 basis points at the beginning of each three-month period subsequent to the initial six-month period for so long as the Senior Unsecured Bridge Loans are outstanding (the Initial Margin plus each 50 basis point increase therein described above, the “Applicable Margin”).

interest period applicable to Senior Unsecured Bridge Loans subject to the PIK Toggle Option for which the Borrower has made a PIK Election, interest shall be payable (as to the portion of the interest subject to the PIK Election only) at the applicable rate for such interest period as set forth in the first paragraph of this section plus 100 basis points (such 100 basis point increase, the “PIK Margin Increase”).

Interest Payments:

Interest on the Senior Unsecured Bridge Loans will be payable in cash (except as provided above), quarterly in arrears.

Default Rate:

The applicable interest rate plus 2.0%.

Maturity:

The Senior Unsecured Bridge Loans will mature on the first anniversary of the Closing Date (the “Maturity Date”).  On the Maturity Date, any Senior Unsecured Bridge Loan that has not been previously repaid in full will be automatically converted into a senior unsecured term loan (each a “Senior Unsecured Term Loan”) due on the date that is seven years after the Closing Date (the “Extended Maturity Date”).  The date on which Senior

Unsecured Bridge Loans are converted into Senior Unsecured Term Loans is referred to as the “Conversion Date”.  At any time on or after the Conversion Date, at the option of the applicable Senior Unsecured Bridge Lender, the Senior Unsecured Term Loans may be exchanged in whole or in part for senior unsecured exchange notes (the “Senior Unsecured Exchange Notes”) having an equal principal amount; provided that no Senior Unsecured Exchange Notes shall be issued until the Borrower shall have received requests to issue at least $50 million in aggregate principal amount of Senior Unsecured Exchange Notes.

Mandatory Prepayment:

The Senior Unsecured Bridge Loans shall be prepaid at 100% of the outstanding principal amount thereof with, subject to certain agreed exceptions customary for the affiliates of the Sponsor, (i) the net proceeds from the issuance of the Senior Unsecured Notes; (ii) the net proceeds from the issuance of any Refinancing Debt (to be defined) or public equity securities by the Borrower or any of its restricted subsidiaries (other than equity issuances to the Investors and in connection with permitted acquisitions or pursuant to employee benefit plans), with such proceeds being applied to repay the Senior Unsecured Bridge Loans prior to the repayment of loans outstanding under the Senior Facilities; and (iii) the net proceeds from any non-ordinary course asset sales by the Borrower or any of its restricted subsidiaries in excess of amounts either reinvested or required to be paid to the Lenders under the Senior Facilities.  The Borrower will also be required to prepay the Senior Unsecured Bridge Loans following the occurrence of a Change of Control (to be defined in a manner customary for affiliates of the Sponsor) at 100% of the outstanding principal amount thereof.  In addition, it is understood that an AHYDO “catch-up” payment provision will be included on one or more dates beginning on the first interest payment date after the fifth anniversary of the Closing Date, and any payments thereunder will not be restricted under the Facilities or the Senior Unsecured Notes.

Optional Prepayment:

The Senior Unsecured Bridge Loans may be prepaid, in

whole or in part, at par plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Borrower at any time.

Right to Resell Senior Unsecured Bridge Loans:

Each Senior Unsecured Bridge Lender shall have the absolute and unconditional right to resell or assign the Senior Unsecured Bridge Loans or commitments held by it in compliance with applicable law to any third party at any time; provided that, for the twelve month period commencing on the Closing Date, the consent of the Borrower shall be required with respect to any assignment that would result in the Senior Unsecured Bridge Agent holding less than 50.1% of the aggregate outstanding principal amount of the Senior Unsecured Bridge Loans.

Conditions Precedent to Senior Unsecured Bridge Loans:

The borrowing of the Senior Unsecured Bridge Loans will be subject to the applicable conditions precedent set forth in Exhibit C to the Commitment Letter.

The definitive documentation relating to the Senior Unsecured Bridge Loans (the “Senior Unsecured Bridge Loan Documents”) shall not contain (a) any conditions precedent other than the conditions precedent expressly set forth in Exhibit C to the Commitment Letter or (b) any representation or warranty, affirmative or negative covenant or event of default not set forth in the Commitment Letter, or Exhibit C thereto, the accuracy, compliance or absence, respectively, of or with which would be a condition to the borrowing of the Senior Unsecured Bridge Loans.

Representations and Warranties:

The Senior Unsecured Bridge Loan Documents will contain representations and warranties relating to the Borrower and its subsidiaries as are substantially similar to those for the Senior Facilities, with additional representations and warranties usual and customary for bridge loan financings of this type with the affiliates of the Sponsor to the extent necessary to reflect differences in documentation.

Covenants:

The Senior Unsecured Bridge Loan Documents will contain such affirmative and negative covenants as are usual and customary for bridge loan financings of this type with affiliates of the Sponsor, it being understood and agreed that the covenants of the Senior Unsecured Bridge Loans (and the Senior Unsecured Term Loans and the Senior Unsecured Exchange Notes) will be incurrence-based covenants to be based on those expected to be contained in the preliminary offering memorandum or prospectus to be used to market the

Senior Unsecured Notes.  Prior to the Maturity Date, the covenants of the Senior Unsecured Bridge Loans will be more restrictive than those of the Senior Unsecured Term Loans and the Senior Unsecured Exchange Notes, as reasonably agreed by the Lead Arranger and the Borrower.  Following the Maturity Date, the covenants of the Senior Unsecured Bridge Loans will be automatically modified so as to be consistent with the covenants in the Senior Unsecured Exchange Notes.

Events of Default:

The Senior Unsecured Bridge Loan Documents will contain such events of default (including grace periods) as are usual and customary for bridge loan financings of this type with the affiliates of the Sponsor, consisting of nonpayment of principal, interest or other amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross acceleration to material indebtedness; bankruptcy and insolvency; material judgments; ERISA events; and actual or asserted invalidity of material guarantees.

Governing Law:

New York.

Counsel to the Senior Unsecured Bridge Agent and Senior Unsecured Bridge Lead Arrangers:

Cravath, Swaine & Moore LLP.

Maturity:

The Senior Unsecured Term Loans will mature on the date that is seven years after the Closing Date.

Interest Rate:

The Senior Unsecured Term Loans will bear interest at an interest rate per annum (the “Senior Unsecured Term Loan Interest Rate”) equal to the sum of LIBOR plus the Applicable Margin on the date immediately prior to the Conversion Date plus the Conversion Spread (determined as set forth below); provided that the Senior Unsecured Term Loan Interest Rate for any such Senior Unsecured Term Loan shall not at any time exceed a rate equal to the Total Cash Pay Cap or the Total PIK Toggle Option Cap, as applicable.

Exchange Notes subject to the PIK Toggle Option.  The Senior Unsecured Bridge Agent shall provide written notice of the Borrower’s Election to all Lenders holding Senior Unsecured Term Loans or Senior Unsecured Exchange Notes.

Notwithstanding anything to the contrary herein, interest with respect to any interest period commencing on or after the fourth anniversary of the Closing Date will be payable only in cash.

Interest shall be payable on the last day of each fiscal quarter of the Borrower and on the maturity date of the Senior Unsecured Term Loans, in each case payable in arrears and computed on the basis of a 360 day year.

The “Conversion Spread” will equal, with respect to any Senior Unsecured Term Loan, 0.50% during the three-month period commencing on the Conversion Date for such Senior Unsecured Term Loan and shall increase by 0.50% per annum at the beginning of each subsequent three-month period

Covenants, Defaults and Mandatory
Prepayments:

Upon and after the Conversion Date, the covenants, mandatory prepayments and defaults which would be applicable to the Senior Unsecured Exchange Notes, if issued, will also be applicable to the Senior Unsecured Term Loans in lieu of the corresponding provisions of the Senior Unsecured Bridge Loan Documentation.

Optional Prepayment:

The Senior Unsecured Term Loans may be prepaid, in whole or in part, at par, plus accrued and unpaid interest upon not less than three days’ prior written notice, at the option of the Borrower at any time.

Issuer:

The Senior Unsecured Exchange Notes will be issued under an Indenture capable of being qualified under the Trust Indenture Act of 1939, as amended.

Maturity:

The Senior Unsecured Exchange Notes will mature on the date that is eight years after the Closing Date.

Interest Rate:

The Senior Unsecured Exchange Notes will bear interest payable semi-annually at a rate equal to the Senior Unsecured Term Loan Interest Rate (subject to the Total Cash Pay Cap or the Total PIK Toggle Option Cap, in either case applicable to the Senior Unsecured Term Loans); provided that any Senior Unsecured Bridge Lender that surrenders Senior Unsecured Term Loans in exchange for Senior Unsecured Exchange Notes may elect to have the interest rate fixed at the rate in effect on the date of such exchange; provided, further, that no Senior Unsecured Bridge Lender that is a Senior Unsecured Bridge Agent or an affiliate of a Senior Unsecured Bridge Agent shall have such right unless it is necessary for a bona fide sale of the subject Senior Unsecured Exchange Notes to a non-affiliated third party.  The Borrower shall be permitted to make an Election with respect to the payment of interest on the Senior Unsecured Exchange Notes, on a semi-annual basis, and otherwise pursuant to the same requirements set forth above with respect to the Senior Unsecured Bridge Loans and the Senior Unsecured Term Loans.

Notwithstanding anything to the contrary herein, interest with respect to any interest period commencing on or after the fourth anniversary of the Closing Date will be payable only in cash.

Repurchase upon Change of Control:

The Borrower will be required to make an offer to repurchase the Senior Unsecured Exchange Notes following the occurrence of a Change of Control (to be defined) at a price in cash equal to 101% (or 100% in the case of Senior Unsecured Exchange Notes the interest rate for which has not been fixed in accordance with the terms hereof) of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase.

Optional Redemption:

If the interest rate on any Senior Unsecured Exchange Notes has been fixed as set forth above, then, except as set forth below, such Senior Unsecured Exchange Notes

will be non-callable until the fourth anniversary of the Closing Date.  Thereafter, each such Senior Unsecured Exchange Note will be callable at par plus accrued interest plus a premium equal to one half of the coupon on such Senior Unsecured Exchange Note, which premium shall decline ratably on each subsequent anniversary of the Closing Date to zero on the date that is two years prior to the maturity of the Senior Unsecured Exchange Notes.

Prior to the fourth anniversary of the Closing Date, the Borrower may redeem such Senior Unsecured Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the fourth anniversary of the Closing Date plus 50 basis points.

Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 35% of such Senior Unsecured Exchange Notes with proceeds from an equity offering at a price equal to par plus the coupon on such Senior Unsecured Exchange Notes.

The optional redemption provisions will be otherwise consistent with publicly traded high yield transactions with affiliates of the Sponsor.

Defeasance Provisions:

Customary for publicly traded high yield debt securities issued by affiliates of the Sponsor.

Modification:

Customary for publicly traded high yield debt securities issued by affiliates of the Sponsor.

Registration Rights:

The Borrower shall use commercially reasonable efforts to file, within 90 days after the first issuance of Senior Unsecured Exchange Notes (the date of such issuance, the “Issue Date”), and will use commercially reasonable efforts to cause to become effective, as soon thereafter as practicable, a shelf registration statement with respect to the Senior Unsecured Exchange Notes (such registration statement, a “Shelf Registration Statement”) which Shelf Registration Statement shall contain all financial statements required under the Securities Act of 1933, as amended.  If a Shelf Registration Statement is filed, the Borrower will keep such Shelf Registration Statement effective and available (subject to customary exceptions) until it is no longer needed to permit unrestricted resales of the Senior Unsecured Exchange Notes; provided that in no event shall the Borrower be required to keep such Shelf Registration Statement effective and available for more than two years after the Issue Date.  The Borrower shall cause the Shelf Registration Statement to be

declared effective by the date (the “Effectiveness Date”) that is 180 days from the Issue Date.  Any failure on the part of the Borrower to cause the Shelf Registration Statement to be declared effective in accordance with the preceding sentence is referred to as a “Registration Default”.  In the event of a Registration Default with respect to any Senior Unsecured Exchange Note, the Borrower will pay liquidated damages in the form of increased interest of $0.05 per week per $1,000 principal amount of such Senior Unsecured Exchange Note to the holder of such Senior Unsecured Exchange Note, to the extent that such holder is unable to freely transfer such Senior Unsecured Exchange Note, from and including the Effectiveness Date to but excluding the effective date of the Shelf Registration Statement with respect to such Senior Unsecured Exchange Note.  On the 90th day after the Effectiveness Date with respect to any such Senior Unsecured Exchange Note, the liquidated damages shall increase by an additional $0.05 per week per $1,000 principal amount and, on each 90 day anniversary of the Effectiveness Date thereafter, shall increase by an additional $0.05 per week per $1,000 principal amount to a maximum increase in interest of $0.20 per week per $1,000 principal amount (such damages to be payable by issuing additional Senior Unsecured Exchange Notes, if the interest rate thereon exceeds 10.0%).  The Borrower will also pay such liquidated damages to the holder of a Senior Unsecured Exchange Note for any period of time (subject to customary exceptions) following the effectiveness of the Shelf Registration Statement with respect to such Senior Unsecured Exchange Note that such Shelf Registration Statement is not available for sales thereunder.  All accrued liquidated damages will be paid in arrears on each semi-annual interest payment date.

without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Senior Unsecured Exchange Notes acquired for its own account as a result of market making or other trading activities)).  In such case, if the Exchange Registration Statement has not been declared effective and an exchange offer for the Senior Unsecured Exchange Notes pursuant to the Exchange Registration Statement has not been consummated by the Effectiveness Date, the Borrower will pay liquidated damages in the form of increased interest for the same periods and at the same rates as described in the previous paragraph.

Covenants:

Customary for publicly traded high yield debt securities issued by affiliates of the Sponsor.

Events of Default:

Customary for publicly traded high yield debt securities issued by affiliates of the Sponsor.