COMMITMENT LETTER

Exhibit 10.1

Execution Version

August 24, 2009

Warner Chilcott PLC

Unit 19 Ardee Business Park, Hale Street

Ardee, Co. Louth, Ireland

Attention: Paul Herendeen, Chief Financial Officer

Project Seabiscuit

Commitment Letter

Ladies and Gentlemen:

You have advised Bank of America, N.A. (“ Bank of America ”), Banc of America Bridge LLC (“ Banc of America Bridge ”), Banc of America Securities LLC (“ BAS ”), Credit Suisse (acting through such of its branches or affiliates as it may designate, “ CS ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), JPMorgan Chase Bank, N.A. (“ JPMCB ”), J.P. Morgan Securities Inc. (“ JPMSI ”), Morgan Stanley Senior Funding, Inc. (“ MSSF ”), Barclays Bank PLC (“ Barclays Bank ”), Barclays Capital, the investment banking division of Barclays Bank PLC, (“ Barclays Capital ”), Citi (as defined below) (“ Citi ”) and Citigroup Global Markets Inc. (“ CGMI ”) (collectively, the “ Commitment Parties ”, “ us ” or “ we ”) that you intend to acquire, through one or more of your wholly-owned subsidiaries, the Pharmaceuticals Business (as defined in Exhibit A) and consummate the other transactions described on Exhibit A hereto. Capitalized terms used but not defined herein are used with the meanings assigned to them on the Exhibits attached hereto (such Exhibits, together with this letter, collectively, the “ Commitment Letter ”). For purposes of the Commitment Letter, “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc. Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

In connection with the Transactions, (a) each of Bank of America, CS, JPMCB, MSSF, Barclays Bank and Citi (collectively, the “ Initial Senior Lenders ”) is pleased to advise you of its several, but not joint, commitment to provide 16  ² / 3 % of the entire aggregate principal amount of the Senior Secured Facilities and (b) each of Banc of America Bridge, CS, JPMCB, MSSF, Barclays Bank and Citi (collectively, the “ Initial Bridge Lenders ” and together with the Initial Senior Lenders, the “ Initial Lenders ”) is pleased to advise you of its several, but not joint, commitment to provide 16  ² / 3 % of the entire aggregate principal amount of the Bridge Facility, in each case upon the terms and conditions set forth in this letter and the Summaries of Terms and Conditions, as applicable, attached as Exhibits B, C and D hereto (collectively, the “ Term Sheets ”).

It is agreed that:

(a) (i) BAS and CS Securities will act as co-lead arrangers and joint bookrunners (acting collectively in such capacities, the “ Senior Lead Arrangers ”) and Barclays Capital, CGMI, JPMSI and MSSF will act as joint bookrunners for the Senior Secured Facilities and (ii) CS will act as sole administrative agent for the Senior Secured Facilities; and

(b) (i) JPMSI and MSSF will act as co-lead arrangers and joint bookrunners (acting collectively in such capacities, the “ Bridge Lead Arrangers ” and, together with the Senior Lead Arrangers, the “ Lead Arrangers ”) and Barclays Capital, BAS, CGMI and CS Securities will act as joint bookrunners for the Bridge Facility and (ii) JPMCB will act as sole administrative agent for the Bridge Facility.

It is further agreed that (A) BAS will have “left” placement and CS Securities will have second placement and the other Initial Senior Lenders (or their affiliates, as applicable) will be listed in alphabetical order in any marketing materials or other documentation used in connection with the Senior Secured Facilities and (B) JPMSI will have “left” placement and MSSF will have second placement and the other Initial Bridge Lenders (or their affiliates, as applicable) will be listed in alphabetical order in any marketing material or other documentation used in connection with the Bridge Facility. You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheets and Fee Letter referred to below) will be paid in connection with the Credit Facilities unless you and we shall so reasonably agree (it being understood and agreed that no other agents, co-agents, arrangers or bookrunners shall be entitled to greater economics of the Credit Facilities than any of the Initial Lenders).

We intend to syndicate the Credit Facilities to a group of lenders identified by us in consultation with you and reasonably acceptable to you (together with the Initial Lenders, the “ Lenders ”). Notwithstanding any other provision of this Commitment Letter to the contrary, except with respect to syndication or assignments to Lenders consented to by you (such consent not to be unreasonably withheld) (a) no Initial Lender shall be relieved or novated from its obligations hereunder (including its obligation to fund the Credit Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Credit Facilities, including its commitments in respect thereof, until after the Closing Date, (b) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitments in respect of the Credit Facilities until the initial funding of the Credit Facilities (except to the extent Senior Notes are issued or any other financing is provided in lieu of the Bridge Facility or a portion thereof) on the Closing Date, and (c) unless you agree in writing, each

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Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Credit Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred. To the extent any such assignment is made, Parent shall be entitled, prior to the Closing Date at the Parent’s expense, to replace any assignee that has (or is controlled by any person or entity that has) been deemed insolvent or become subject to a bankruptcy, insolvency, receivership, conservatorship or other similar proceeding, or that refuses to execute, or materially delays in executing, definitive documentation agreed with the Commitment Parties, with another financial institution selected by the Parent in consultation with the Commitment Parties.

The Commitment Parties hereby agree that, unless the Commitment Parties shall otherwise agree in writing, during the period commencing on the date hereof and ending on the 90th day after the Closing Date (or in the case of the Senior Secured Facilities only, on such earlier date as a Successful Syndication (as defined in the Fee Letter) shall have occurred) each Commitment Party shall be provided with a reasonable opportunity to participate pro rata, on the basis of each Commitment Party’s commitment on the date hereof (after giving effect to any previous Sell Down (as defined below)), in any sale, assignment, participation, syndication of or other transfer of any kind whatsoever of loans or the commitment of a Commitment Party hereunder in each case in respect of each Credit Facility (as defined in Exhibit A hereto) (each a “ Sell Down ”), other than any such Sell Down by a Commitment Party to an affiliate of such Commitment Party (other than an affiliate that is an investment fund (including, without limitation, any proprietary trading group) organized for the purpose of investing in, trading or managing debt obligations similar to those contemplated by this Commitment Letter), provided that such affiliate shall in connection with such Sell Down agree to be bound by the provisions of this paragraph. You hereby acknowledge that this paragraph is for the sole and exclusive benefit of the Commitment Parties and you shall have no right to enforce the provisions hereof. Each of the parties hereto agrees that notwithstanding anything to the contrary in this Commitment Letter, this paragraph shall survive the Closing Date and any termination of this Commitment Letter until such time as the provisions of the first sentence hereof shall cease to be operative in accordance with their terms.

The Commitment Parties intend to commence syndication efforts promptly, and until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) ninety (90) days after the Closing Date, you agree actively to assist (and using your commercially reasonable efforts to cause the Pharmaceuticals Business to actively assist) the Commitment Parties in completing a syndication satisfactory to the Commitment Parties and you. Such assistance shall include (A) using commercially reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships and the existing banking relationships of each of Bain Capital Partners, LLC, CCMP Capital Advisors, LLC, Thomas H. Lee Partners L.P. and their respective affiliates (collectively, the “ Sponsors ”), (B) direct contact between your senior management and advisors and the proposed Lenders (and using your commercially reasonable efforts to ensure such contact between senior management of the Pharmaceuticals Business and the proposed Lenders), (C) your assistance (and using your commercially reasonable efforts to cause the Pharmaceuticals Business to assist) in the preparation of one or more confidential information memoranda and other marketing materials to be used in connection with the syndication, (D) the hosting, with the Commitment Parties, of one or more meetings of prospective Lenders at times and locations to be mutually agreed (and using your commercially reasonable efforts to cause the officers of the Pharmaceuticals Business to be available for such meetings), (E) obtaining (x) corporate/corporate family ratings for the Borrower and (y) ratings for the Credit Facilities and the Senior Notes, in each case from each of Moody’s Investors Service, Inc. (“ Moody’s ”) and Standard & Poor’s Ratings Group (“ S&P ”) prior to the Closing Date, and (F) there being no competing offering, placement or arrangement of any debt securities (other than the Senior Notes or debt securities issued in lieu of the Senior Notes) or bank financing (other than the Credit Facilities) by or on behalf of the Pharmaceuticals Business or Parent and its subsidiaries (collectively, “ Warner Chilcott ”) (other than, with respect to the Pharmaceuticals Business, indebtedness expressly contemplated by the Purchase Agreement) that could

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reasonably be expected to materially impair the primary syndication of the Credit Facilities or the offering of the Senior Notes. If you accept this Commitment Letter with respect to the Bridge Facility, you agree to use commercially reasonable efforts to provide to us financial statements and other information customary for the bond marketing process by October 15, 2009. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, neither the commencement nor the completion of the primary syndication of the Credit Facilities shall constitute a condition precedent to the Closing Date.

The Commitment Parties, in their capacity as such, will manage, in consultation with you (and subject to your consent rights set forth in the second preceding paragraph), all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when the Lenders’ commitments will be accepted, which Lenders will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. You hereby acknowledge and agree that the Commitment Parties, in such capacity, will have no responsibility other than to arrange the syndication as set forth herein and in no event shall be subject to any fiduciary or other implied duties in connection with the transactions contemplated hereby. To assist the Commitment Parties in their syndication efforts, you agree promptly to prepare and provide to the Commitment Parties (and use commercially reasonable efforts to cause the Pharmaceuticals Business to provide to the Commitment Parties) all information with respect to you and your subsidiaries, the Pharmaceuticals Business and the Acquisition, including all financial information and Projections (as defined below), as the Commitment Parties may reasonably request in connection with the arrangement and syndication of the Credit Facilities (it being understood that the Commitment Parties may engage in two or more syndication periods and you and the Sponsors have agreed to assist the Commitment Parties as set forth in this paragraph in connection with all such syndication efforts).

At the request of the Commitment Parties, you agree to assist in the preparation of a version of the information package and presentation (the “ Public Information Package ”) consisting exclusively of information and documentation with respect to Warner Chilcott, the Pharmaceuticals Business and the Acquisition that is either publicly available or not material with respect to you, the Pharmaceuticals Business, your or their respective affiliates, any of your or their respective securities and the Acquisition for purposes of United States federal and state securities laws. It is understood that in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, containing a representation by you to the Commitment Parties that the Public Information Package does not include material non-public information about the Borrower, its affiliates or its securities and exculpating you, the Sponsors, the Borrower and us with respect to any liability related to the use of the contents of such Public Information Package or any related marketing material by the recipients thereof. You acknowledge and agree that the following documents may be distributed to potential Lenders wishing to receive only the Public Information Package (unless you promptly notify us otherwise and provided that you have been given a reasonable opportunity to review such documents and comply with U.S. Securities and Exchange Commission disclosure obligations): (a) drafts and final definitive documentation with respect to the Credit Facilities; (b) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (c) notification of changes in the terms of the Credit Facilities. You also agree to use commercially reasonable efforts to identify that portion of any other Information or Projections (the “ Borrower Materials ”) to be distributed to “public side” lenders (i.e. lenders that do no wish to receive material non-public information with respect to Warner Chilcott or the Pharmaceuticals Business), including by clearly and conspicuously marking such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Borrower Materials “PUBLIC”, you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Borrower Materials as not containing any material non-public

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information with respect to Warner Chilcott or the Pharmaceuticals Business or their respective securities for the purpose of United States federal and state securities laws (it being understood that you shall not be under any obligation to mark the Borrower Materials “PUBLIC”).

You hereby represent, warrant and covenant that (with respect to Information and Projections relating to the Pharmaceuticals Business, to your knowledge) (a) all written information, other than the Projections and information of a general economic or industry specific nature (the “ Information ”), that has been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby, when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto) and (b) the financial projections and other forward-looking information (the “ Projections ”) that have been or will be made available to us by you or any of your representatives in connection with the transactions contemplated hereby have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such Projections may differ from the projected results, and such differences may be material). You agree that if, at any time prior to the Closing Date, you become aware that any of the representations in the preceding sentence is incorrect, in any material respect, then you will (or, with respect to the Information and Projections relating to the Pharmaceuticals Business, will use commercially reasonable efforts to) promptly supplement the Information and the Projections so that (with respect to Information and Projections relating to the Pharmaceuticals Business, to your knowledge) such representations are correct, in all material respects, under those circumstances. You understand that in arranging and syndicating the Credit Facilities we may use and rely on the Information and Projections without independent verification thereof.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Fee Letter dated the date hereof and delivered herewith (together with the Fee Credit Letter dated the date hereof and delivered herewith, the “ Fee Letter ”) on the terms and subject to the conditions set forth therein.

Each Commitment Party’s commitments and agreements hereunder are subject to the conditions set forth on Exhibit D and in Exhibit B under the heading “CERTAIN CONDITIONS – Initial Conditions” and Exhibit C under the heading “CERTAIN CONDITIONS – Conditions Precedent” (as applicable). Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Facilities Documentation (as defined in Exhibit D) or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations relating to Warner Chilcott, the Pharmaceuticals Business and their respective businesses, the accuracy of which shall be a condition to availability of the Credit Facilities on the Closing Date, shall be (i) such of the representations made by the Seller in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have (or your subsidiary has) the right to terminate your (or its) obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement (the “ Purchase Agreement Representations ”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Credit Facilities Documentation shall be in a form such that they do not impair availability of the Credit Facilities on the Closing Date if the conditions set forth in this

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Commitment Letter are satisfied (it being understood that, to the extent any guarantee or collateral (including the creation or perfection of any security interest) referred to in the Term Sheets is not or cannot be provided on the Closing Date (other than (x) any guarantee or pledge by a person that is organized in the United States (including Puerto Rico) or by a borrower under, or guarantor of, the Existing Credit Facility or the existing senior subordinated notes, and (y) the grant and perfection of security interests (i) in material assets located in any state of the United States, Puerto Rico or the District of Columbia, (ii) in other assets therein with respect to which a lien may be perfected solely by the filing of a financing statement under the Uniform Commercial Code (“ UCC ”) or (iii) in capital stock with respect to which a lien may be perfected by the delivery of a stock certificate) after your use of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such guarantee and/or collateral shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but may instead be provided after the Closing Date pursuant to arrangements to be mutually agreed). For purposes hereof, “ Specified Representations ” means the representations and warranties referred to in the Term Sheets relating to corporate existence, power and authority, due authorization, execution and delivery and the enforceability of the Credit Facilities Documentation, in each case as they relate to the entering into and performance of the Credit Facilities Documentation, effectiveness, validity and perfection of first priority liens under the security documents (subject to the limitations set forth in the preceding sentence), solvency, financial statements, litigation (but only to the extent the breach of such representation would result in a Closing Date Material Adverse Effect (as defined in Exhibit D hereto)), Federal Reserve margin regulations, the Investment Company Act and status of the Credit Facilities and the guaranties thereof as senior debt. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, the only conditions to availability of the Credit Facilities on the Closing Date are set forth in each of the relevant Term Sheets under the heading “CERTAIN CONDITIONS–Initial Conditions” (in the case of Exhibit B) or “CERTAIN CONDITIONS” (in the case of Exhibit C) and in Exhibit D. This paragraph, and the provisions herein, shall be referred to as the “ Certain Funds Provision ”.

You agree (a) to indemnify and hold harmless the Commitment Parties, their affiliates and their respective directors, officers, employees, advisors, agents and other representatives (each, an “ indemnified person ”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Fee Letter, the Credit Facilities, the use of the proceeds thereof and the Acquisition and the Transaction or any claim, litigation, investigation or proceeding (a “ Proceeding ”) relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for any reasonable legal or other out-of-pocket expenses incurred in connection with investigating or defending any of the foregoing by one counsel to such indemnified persons taken as a whole and, in the case of a conflict of interest, one additional counsel to the affected indemnified persons taken as a whole (and, if necessary, of one local counsel in any jurisdiction), provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they arise from the willful misconduct or gross negligence of, or material breach of this Commitment Letter or the Fee Letter by, such indemnified person and (b) regardless of whether the Closing Date occurs, to reimburse each Commitment Party and its affiliates for all reasonable out-of-pocket expenses that have been invoiced in a reasonable period of time prior to the Closing Date or following termination or expiration of the commitments hereunder (including due diligence expenses, syndication expenses, travel expenses, and reasonable fees, charges and disbursements of one counsel per Credit Facility to the Commitment Parties (and, if necessary, of one local counsel and one regulatory counsel in any jurisdiction)) incurred in

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connection with each of the Credit Facilities and any related documentation (including this Commitment Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof. It is further agreed that each Commitment Party shall only have liability to you (as opposed to any other person) and that each Commitment Party shall be liable solely in respect of its own commitment to the Credit Facilities on a several, and not joint, basis with any other Lender. No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages arise from the gross negligence or willful misconduct of, or material breach of this Commitment Letter or the Fee Letter by, such indemnified person (or any of its related parties). None of the indemnified persons or you, the Sponsor, the Pharmaceuticals Business or any of your or their respective affiliates or the respective directors, officers, employees, advisors, and agents of the foregoing shall be liable for any indirect, special, punitive or consequential damages in connection with this Commitment Letter, the Fee Letter, the Credit Facilities or the transactions contemplated hereby. You shall not be liable for any settlement of any Proceeding effected without your consent (which consent shall not be unreasonably withheld or delayed), but if settled with your written consent, or if there is a judgment against an indemnified person in any such Proceeding, you agree to indemnify and hold harmless each indemnified person in the manner set forth above. You shall not, without the prior written consent of an indemnified person (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceeding against an indemnified person in respect of which indemnity could have been sought hereunder by such indemnified person unless (i) such settlement includes an unconditional release of such indemnified person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to any admission.

You acknowledge that each Commitment Party (or its affiliates) is a full service securities firm and such person may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of you, Pharmaceuticals Business or their respective affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. In addition, none of the Commitment Parties and none of their respective affiliates will use confidential information obtained from you or your affiliates or on your or their behalf by virtue of the transactions contemplated hereby in connection with the performance by the Commitment Parties and their respective affiliates of services for other companies or other persons and none of the Commitment Parties or their respective affiliates will furnish any such information to any of their other customers. You also acknowledge that the Commitment Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons.

You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Commitment Parties have advised or are advising you on other matters, (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arm’s length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Commitment Parties have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, (e) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate; (f) each Commitment Party has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by

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the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other person or entity and (g) none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein or in any other express writing executed and delivered by such Commitment Party and the Borrower.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) you and your officers, directors, employees, affiliates, members, partners, stockholders, attorneys, accountants, agents and advisors and, on a confidential basis, those of the Seller and the Seller itself (provided that any disclosure of the Fee Letter or its terms or substance to the Seller or its officers, directors, employees, attorneys, accountants, agents or advisors shall be redacted in respect of the amount of fees set forth in numbered paragraphs 1 through 6 thereof, unless the Commitment Parties otherwise agree), (b) in any legal, judicial or administrative proceeding or as otherwise required by law or regulation or as requested by a governmental authority (in which case you agree, to the extent permitted by law, to inform us promptly in advance thereof), (c) upon notice to the Commitment Parties, this Commitment Letter and the existence and contents hereof (but not the Fee Letter or the contents thereof other than the existence thereof and the contents thereof as part of projections, pro forma information and a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and other disclosures) may be disclosed in any prospectus or offering memoranda relating to the Senior Notes, in any syndication or other marketing material in connection with the Credit Facilities or in connection with any public filing requirement, and (d) the Term Sheets may be disclosed to potential Lenders and to any rating agency in connection with the Acquisition; provided that the foregoing restrictions shall cease to apply in respect to the existence and contents of this Commitment Letter (but not in respect of the Fee Letter and its terms and substance) after this Commitment Letter has been accepted by you.

The Commitment Parties shall use all nonpublic information received by them in connection with the Acquisition and the related transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case such Commitment Party shall promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to the employees, legal counsel, independent auditors, professionals and other experts or agents of such Commitment Party (collectively, “ Representatives ”) who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to any of its respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential, and such Commitment Party shall be responsible for its affiliates’ compliance with this paragraph) solely in connection with the Acquisition and the related transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or Representatives in breach of this Commitment Letter and (h) for purposes of establishing a “ due diligence ” defense; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such

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Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and each Commitment Party, including, without limitation, as agreed in any confidential information memorandum or other marketing materials) in accordance with the standard syndication processes of such Commitment Party or customary market standards for dissemination of such type of information. The provisions of this paragraph shall automatically terminate two years following the date of this Commitment Letter.

This Commitment Letter shall not be assignable by you (except to one or more of your subsidiaries immediately prior to or otherwise substantially concurrently with the consummation of the Acquisition) without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and the indemnified persons and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons to the extent expressly set forth herein. Subject to Section 3 above, the Commitment Parties reserve the right to employ the services of their affiliates in providing services contemplated hereby and to allocate, in whole or in part, to their affiliates certain fees payable to the Commitment Parties in such manner as the Commitment Parties and their affiliates may agree in their sole discretion. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. 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. Delivery of an executed signature page of this Commitment Letter by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the Credit Facilities and set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

You and we hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or Federal court sitting in the Borough of Manhattan in the City of New York over any suit, action or proceeding arising out of or relating to the Transactions or the other transactions contemplated hereby, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder. You and we agree that service of any process, summons, notice or document by registered mail addressed to you or us shall be effective service of process for any suit, action or proceeding brought in any such court. You and we hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in any inconvenient forum. You and we hereby irrevocably agree to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the Transactions, this Commitment Letter or the Fee Letter or the performance of services hereunder or thereunder.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “ PATRIOT Act ”), it is required to obtain, verify and record information that identifies each Borrower and each Guarantor, which information includes names, addresses, tax identification numbers and other information that will allow such Lender to identify each Borrower and each Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for the Commitment Parties and each Lender.

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The indemnification, fee, expense, jurisdiction, syndication and confidentiality provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof and (b) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Credit Facilities Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate the Initial Lenders’ commitments hereunder at any time subject to the provisions of the preceding sentence.

Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter. This Commitment Letter may be executed in any number of counterparts, each of which when executed will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed counterpart of the signature page of this Commitment Letter by facsimile transmission or electronic transmission (in pdf or similar format) will be as effective as delivery of a manually executed counterpart hereof.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment Letter and of the Fee Letter not later than 5:00 p.m., New York City time, on August 28, 2009. This offer will automatically expire at such time if we have not received such executed counterparts in accordance with the preceding sentence. In the event that the initial borrowing under the Credit Facilities does not occur on or before the Expiration Date, then this Commitment Letter and the commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension. “ Expiration Date ” means the earliest of (i) December 31, 2009, (ii) the closing of the Acquisition (x) in the case of the Senior Secured Facilities, without the use of the Senior Secured Facilities or (y) in the case of the Bridge Facility, without the use of the Bridge Facility and (iii) the termination prior to closing of the Acquisition of the Purchase Agreement.

BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) EACH INITIAL SENIOR LENDER IS OFFERING TO PROVIDE THE SENIOR SECURED FACILITIES SEPARATE AND APART FROM EACH INITIAL BRIDGE LENDER’S OFFER TO PROVIDE THE BRIDGE FACILITY AND (B) EACH INITIAL BRIDGE LENDER IS OFFERING TO PROVIDE THE BRIDGE FACILITY SEPARATE AND APART FROM THE OFFER BY EACH INITIAL SENIOR LENDER TO PROVIDE THE SENIOR SECURED FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE SENIOR SECURED FACILITIES OR THE BRIDGE FACILITY OR BOTH.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Commitment Letter Signature Page

Commitment Letter Signature Page

Commitment Letter Signature Page

Commitment Letter Signature Page

Commitment Letter Signature Page

Commitment Letter Signature Page