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Amendment No. 6 to Schedule TO

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

Schedule TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)

OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

Take-Two Interactive Software, Inc.

(Name of Subject Company—(Issuer))

EA08 Acquisition Corp.

Electronic Arts Inc.

(Names of Filing Persons—(Offeror))

Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)

874054109

(CUSIP Number of Class of Securities)

Stephen G. Bené

Senior Vice President, General Counsel and Secretary

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, California 94065

Telephone: (650) 628-1500

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Richard Capelouto, Esq.

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Telephone: (650) 251-5000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee**
$2,152,261,826		$84,583.89

Calculated solely for purposes of determining the filing fee. Calculated by multiplying $25.74, the per share tender offer price, by 84,240,550, which represents (i) 76,826,485 outstanding shares of common stock as of March 21, 2008 (according to the Subject Company’s Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer), minus (ii) 10 shares of common stock beneficially owned by the filing persons as of the date hereof, plus (iii) 1,500,000 shares of restricted stock of the Subject Company issued to ZelnickMedia Corporation on February 14, 2008 pursuant to its management agreement with Subject Company and plus (iv) 5,914,075 shares of common stock subject to outstanding options as of October 31, 2007 (3,905,000 shares according to the Subject Company’s Annual Report on Form 10—K for the period ended October 31, 2007 plus 2,009,075 shares subject to options granted by the Subject Company to ZelnickMedia Corporation).

Calculated as 0.00393% of the transaction value. The amount of filing fee was calculated in accordance with Section 14(g)(3) of and Rule 0-11(d) under the Securities Exchange Act of 1934, as amended.

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:	$84,583.89	Filing Parties:	EA08 Acquisition Corp. Electronic Arts Inc.
Form or Registration No.:	SC TO	Date Filed:	March 13, 2008

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

This Amendment No. 6 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 13, 2008, as amended (the “Schedule TO”), by Electronic Arts Inc. (“Parent”) and EA08 Acquisition Corp., a wholly-owned subsidiary of Parent (“Purchaser”), relating to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $.01 per share, and the associated preferred stock purchase rights (together, the “Shares”), of Take-Two Interactive Software, Inc. (“Take-Two” or the “Company”) at a purchase price of $25.74 net per share in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase dated April 18, 2008 (the “Amended and Restated Offer to Purchase”) and in the related Amended and Restated Letter of Transmittal, as each may be amended or supplemented from time to time.

Except as specifically set forth herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule TO. All capitalized terms used in this Amendment No. 6 and not otherwise defined have the respective meanings ascribed to them in the Amended and Restated Offer to Purchase.

As permitted by General Instruction F to the Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 6, including the Amended and Restated Offer to Purchase and the related Amended and Restated Letter of Transmittal and all other appendices, schedules, exhibits and annexes hereto and thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 12 of the Schedule TO. You should read this Amendment No. 6 to the Schedule TO together with the Schedule TO.

This Amendment is being filed to reflect that Electronic Arts has executed a commitment letter for up to $1 billion of debt financing to be used to provide a portion of the funds for the Offer and/or the Merger.

Item 1.

Summary Term Sheet.

The Amended and Restated Offer to Purchase attached as Exhibit (a)(1)(H) to the Schedule TO is amended as follows:

SUMMARY TERM SHEET

The answer to the question “Will you have the financial resources to pay for the shares?” set forth in “Questions and Answers” of the Amended and Restated Offer to Purchase is hereby deleted in its entirety and replaced with the following bullet point paragraph:

•

“Yes. Our offer is not subject to any financing condition. Electronic Arts will provide us with the funds necessary to purchase the shares in the offer and to pay related expenses. As of March 31, 2008, Electronic Arts had cash and cash equivalents and short-term investments in the amount of approximately $2.3 billion. On May 9, 2008, Electronic Arts received a commitment from Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, BNP Paribas, BNP Paribas Securities Corp., The Bank of Nova Scotia and KeyBank National Association to provide us with up to $1 billion of senior unsecured term loan financing at any time until January 9, 2009, to be used to provide a portion of the funds for the offer and/or the merger. We will be required to repay any funds we borrow under the term loan facility, plus accrued interest, on the earlier of (a) 364 days from the date we initially borrow the funds and (b) August 9, 2009. Electronic Arts will be the borrower under the facility. See “The Offer—Section 10—Source and Amount of Funds”.”

Item 7.

Source and Amount of Funds or Other Consideration.

THE OFFER

Section 10—Source and Amount of Funds

“The Offer-Section 10—Source and Amount of Funds” is hereby deleted in its entirety and replaced with the following:

“Purchaser expects that approximately $2.1 billion would be required to purchase all Shares pursuant to the Offer and the Merger and to pay related fees and expenses. The Offer is not subject to any financing condition. The funds necessary to purchase the Shares pursuant to the Offer and the Merger will be provided to Purchaser by Electronic Arts. As of March 31, 2008, Parent had cash and cash equivalents and short-term investments in the amount of approximately $2.3 billion.

On May 9, 2008, Electronic Arts received a commitment from Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, BNP Paribas, BNP Paribas Securities Corp., The Bank of Nova Scotia and KeyBank National Association to provide us with up to $1 billion of senior unsecured term loan financing at any time until January 9, 2009, to be used to provide a portion of the funds for the Offer and/or the Merger. We will be required to repay any funds we borrow under the term loan facility, plus accrued interest, on the earlier of (a) 364 days from the date we initially borrowed the funds and (b) August 9, 2009. Electronic Arts will be the borrower under the facility.

The debt financing commitments are subject to the following conditions:

•

the negotiation, execution and delivery of definitive documentation for the term loan facility and the acquisition of Take-Two by Electronic Arts by January 9, 2009;

•

if an acquisition of Take-Two is consummated pursuant to the Offer (i) each of the Minimum Condition, the Section 203 Condition, the HSR Condition and the Rights Condition shall have been satisfied, (ii) the material terms of the Offer not in Section 14 (Conditions of the Offer) of this Offer to Purchase shall not have been amended without the consent of Morgan Stanley Senior Funding, such consent not to be unreasonably withheld or delayed, and (iii) each of the conditions described in paragraphs 2 (to the extent required to consummate the acquisition), 3 and 4 of Section 14 (Conditions of the Offer) of this Offer to Purchase shall have been satisfied, as such provisions may be modified, or waived with the consent of Morgan Stanley Senior Funding, such consent not to be unreasonably withheld or delayed;

•

if an acquisition of Take-Two is consummated pursuant to a one-step merger transaction (i) such one-step merger shall have received all approvals required pursuant to Delaware law of Take-Two’s board of directors and stockholders, (ii) the waiting periods under the HSR Act relating to the acquisition shall have expired or been terminated, (iii) no laws shall have been adopted and no governmental authority of competent jurisdiction shall have issued any order, judgment, injunction, decree or ruling that is in effect that enjoins, or renders illegal the consummation of the one-step merger, (iv) all other antitrust approvals required to consummate the one-step merger shall have been obtained except for those approvals which are not material and (v) the acquisition agreement shall be in a form and substance that is reasonably satisfactory to Morgan Stanley Senior Funding in all respects material to the lenders, and no condition or other provision thereof shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the lenders without the consent of Morgan Stanley Senior Funding, such consent not to be unreasonably withheld or delayed;

•

delivery of customary closing documents such as legal opinions and closing certificates (including a solvency certificate);

•

the absence of any outstanding order, judgment or decree of any court or governmental authority that prevents the consummation of the financing; and

•

other customary conditions.

The definitive documentation will contain customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, mergers, consolidations, liquidations, dissolutions and other fundamental changes, changes in lines of business, and transactions with affiliates. The financial maintenance covenants will consist of a minimum interest coverage ratio of 3:1 and a maximum leverage ratio of 3:1. The definitive documentation will also include customary events of default, including with respect to a change of control of Electronic Arts to be defined.

The loans under the facility will bear interest, at Electronic Arts’ option, at (a) the alternate base rate (a rate equal to the higher of (x) the prime commercial lending rate published in the “Money Rates” section of The Wall Street Journal and (y) the federal funds effective rate plus 0.50%) or (b) a rate equal to “Adjusted LIBO” (the London interbank offered rate for dollars, adjusted for statutory reserve requirements) plus an applicable margin to be set initially at 1.00%, which will increase by 0.25% beginning 3 months after the initial funding of the loans and each successive 3-month period thereafter.

All obligations of Electronic Arts under the facility are expected to be unconditionally guaranteed, on a senior unsecured basis, by Take-Two (once it is wholly-owned by Electronic Arts) and each other domestic subsidiary of Electronic Arts, other than certain immaterial subsidiaries.

The definitive documentation governing the facility has not been finalized and, accordingly, the actual terms may differ from those described herein. It is anticipated that the borrowings under the facility will be refinanced by Electronic Arts at or prior to their maturity, but no final decisions have been made concerning the method that Electronic Arts will use to repay such indebtedness.

The foregoing is a summary of certain provisions of the commitment letter. The summary does not purport to be complete and is qualified in its entirety by reference to the commitment letter, which is filed as Exhibit b(1) to the Tender Offer Statement on Schedule TO that Electronic Arts has filed with the SEC. Reference is made to such exhibit for a more complete description of the terms and conditions of the Facility.”

Item 11.

Additional Information.

“The Offer—Section 15—Certain Legal Matters; Regulatory Approvals” of the Amended and Restated Offer to Purchase is hereby amended to add the following at the end of the penultimate paragraph of such Section:

“According to Amendment No. 9 to Take-Two’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on May 6, 2008, on May 5, 2008, the Company and Michael Maulano entered into a stipulation staying the action filed by Mr. Maulano in favor of the action captioned Solomon v. Take-Two Interactive Software, Inc., C.A. No. 3604-VCL pending in the Court of Chancery of the State of Delaware. The stipulation does not preclude the plaintiff from moving to lift the stay upon 30 days’ notice.”

Item 12.

Exhibits.

Item 12 of the Schedule TO is hereby amended and restated as follows:


(a)(1)(A)		Offer to Purchase dated March 13, 2008. *
(a)(1)(B)		Letter of Transmittal. *
(a)(1)(C)		Notice of Guaranteed Delivery. *
(a)(1)(D)		Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *
(a)(1)(G)		Summary Advertisement as published on March 13, 2008. *
(a)(1)(H)		Amended and Restated Offer to Purchase dated April 18, 2008. *
(a)(1)(I)		Amended and Restated Letter of Transmittal. *
(a)(1)(J)		Amended and Restated Notice of Guaranteed Delivery. *
(a)(1)(K)		Amended and Restated Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(1)(L)		Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *
(a)(5)(A)		Press Release issued by Electronic Arts Inc., dated March 13, 2008. *


(a)(5)(B)		Electronic Arts Press Release, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(C)		Open Letter to the Public, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(D)		Electronic Arts Frequently Asked Questions, dated as of February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.3 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(E)		Transcript of February 25, 2008 Electronic Arts Conference Call posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(F)		February 25, 2008 Conference Call Prepared Remarks posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(G)		Transcript of Warren C. Jenson remarks at the March 3, 2008 Morgan Stanley Technology Conference (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on March 4, 2008).

(a)(5)(H)		Electronic Arts Inc. e-mail response to inquiries from the press regarding the response of Take-Two Interactive Software, Inc. to the tender offer set forth in Take-Two’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 26, 2008. *

(a)(5)(I)		Press Release issued by Electronic Arts Inc., dated March 28, 2008. *

(a)(5)(J)		Press Release issued by Electronic Arts Inc., dated April 17, 2008. *

(a)(5)(K)		Press Release issued by Electronic Arts Inc., dated April 18, 2008. *

(b)(1)		Commitment Letter for up to $1 billion loan facility, dated May 9, 2008, between Electronic Arts, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and the other lenders named therein.

(c)		Not applicable.

(d)		Not applicable.

(g)		Not applicable.

(h)		Not applicable.

Previously filed

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 9, 2008.


ELECTRONIC ARTS INC.

By:		/s/ STEPHEN G. BENÉ
Name:		Stephen G. Bené
Title:		Senior Vice President, General Counsel, and Secretary


EA08 ACQUISITION CORP.

By:		/s/ STEPHEN G. BENÉ
Name:		Stephen G. Bené
Title:		Vice President and Secretary

EXHIBIT INDEX


Exhibit No.		Description
(a)(1)(A)		Offer to Purchase dated March 13, 2008. *

(a)(1)(B)		Letter of Transmittal. *

(a)(1)(C)		Notice of Guaranteed Delivery. *

(a)(1)(D)		Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *

(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *

(a)(1)(F)		Guidelines for Certification of Taxpayer Identification Number on Substitute W-9. *

(a)(1)(G)		Summary Advertisement as published on March 13, 2008. *

(a)(1)(H)		Amended and Restated Offer to Purchase dated April 18, 2008. *

(a)(1)(I)		Amended and Restated Letter of Transmittal. *

(a)(1)(J)		Amended and Restated Notice of Guaranteed Delivery. *

(a)(1)(K)		Amended and Restated Letter from Purchaser to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *

(a)(1)(L)		Amended and Restated Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. *

(a)(5)(A)		Press Release issued by Electronic Arts Inc., dated March 13, 2008. *

(a)(5)(B)		Electronic Arts Press Release, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(C)		Open Letter to the Public, dated February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(D)		Electronic Arts Frequently Asked Questions, dated as of February 24, 2008 posted at www.eatake2.com (incorporated by reference to Exhibit 99.3 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(E)		Transcript of February 25, 2008 Electronic Arts Conference Call posted at www.eatake2.com (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(F)		February 25, 2008 Conference Call Prepared Remarks posted at www.eatake2.com (incorporated by reference to Exhibit 99.2 of Electronic Arts Inc.’s current report on Form 8-K filed on February 25, 2008).

(a)(5)(G)		Transcript of Warren C. Jenson remarks at the March 3, 2008 Morgan Stanley Technology Conference (incorporated by reference to Exhibit 99.1 of Electronic Arts Inc.’s current report on Form 8-K filed on March 4, 2008).

(a)(5)(H)		Electronic Arts Inc. e-mail response to inquiries from the press regarding the response of Take-Two Interactive Software, Inc. to the tender offer set forth in Take-Two’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on March 26, 2008. *

(a)(5)(I)		Press Release issued by Electronic Arts Inc., dated March 28, 2008. *

(a)(5)(J)		Press Release issued by Electronic Arts Inc., dated April 17, 2008. *

(a)(5)(K)		Press Release issued by Electronic Arts Inc., dated April 18, 2008. *

(b)(1)		Commitment Letter for up to $1 billion loan facility, dated May 9, 2008, between Electronic Arts, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank and the other lenders named therein.

(c)		Not applicable.

(d)		Not applicable.

(g)		Not applicable.

(h)		Not applicable.

Previously filed

Commitment Letter between Electronic Arts, Morgan Stanley and the other lenders

Exhibit (b)(1)

EXECUTION COPY

Morgan Stanley Senior Funding, Inc.

Morgan Stanley Bank

1585 Broadway

New York, NY 10036

BNP Paribas

BNP Paribas Securities

Corp.

787 Seventh Avenue

New York, NY 10019

The Bank of Nova

Scotia

580 California Street,

Suite 2100

San Francisco, CA

94101

KeyBank National Association

One Embarcadero

Center

Suite 1100

San Francisco, CA

94111

May 9, 2008

Project Braveheart

Senior Unsecured Term Loan Facility

Commitment Letter

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, California 94065


Attention:		Glen Kohl
		SVP of Tax and Treasury, Treasurer

Ladies and Gentlemen:

You (“you” or the “Borrower”) have advised Morgan Stanley Senior Funding, Inc. (“MSSF” and, together with Morgan Stanley Bank, “Morgan Stanley”), BNP Paribas (as defined below), The Bank of Nova Scotia (“Scotia”) and KeyBank National Association (“KeyBank” and, collectively with Morgan Stanley, BNP Paribas and Scotia, the “Commitment Parties”, “we” or “us”) that you intend to consummate the acquisition (the “Acquisition”) of Take-Two Interactive Software, Inc. (the “Target”, and together with its subsidiaries, the “Acquired Business”) pursuant to either (i) the tender offer commenced on March 13, 2008 by your wholly-owned subsidiary EA08 Acquisition Corp. (“Acquisition Sub”) (as such tender offer may be amended, supplemented or otherwise modified from time to time, the “Tender Offer”) for all of the issued and outstanding shares of common stock of the Target together with any related rights under any shareholder rights agreements (collectively, the “Shares”), including any Shares that may become outstanding upon the exercise of options or other rights to acquire Shares after March 13, 2008 but before completion of the Tender Offer, excluding any Shares owned by the Borrower and its subsidiaries, for a purchase price consisting of cash consideration set forth in the terms of the Tender Offer (the offer documents for the Tender Offer (including the initial offer to purchase filed March 13, 2008 (as amended prior to the date hereof, the “Initial Offer to Purchase”) and all material documents entered by the Company or its subsidiaries in connection with the Tender Offer, as they may be amended, supplemented or otherwise modified from time to time are collectively referred to herein as the “Tender Offer Documents”) followed by the Merger (as defined in the Tender Offer Documents) or (ii) a merger agreement to be entered into among you and/or one of your wholly-owned domestic subsidiaries and the Target (together with the schedules and exhibits thereto, the “Acquisition Agreement”), which Acquisition will be consummated either (a) pursuant to a one-step merger (a “One-Step Merger”) in which Borrower or its wholly-owned subsidiary will be merged with Target and all outstanding Shares will be converted into the right to receive the cash merger consideration to be set forth in the Acquisition Agreement (other than Shares owned by the Borrower or one of its subsidiaries) (a “One-Step Merger Transaction”), or (b) pursuant to a two-step transaction (a “Two-Step Merger

Transaction”) consisting of (x) a first step tender offer (a “First Step Tender Offer”) for all outstanding Shares (other than Shares held by Borrower or one of its subsidiaries) for cash consideration consisting per Share as set forth in such tender offer followed by (y) a second step merger (the “Second Step Merger”) in which all outstanding Shares not purchased in such tender offer will be converted into the right to receive the cash consideration per share paid in the first step tender offer (other than Shares owned by the Borrower or one of its subsidiaries and Shares held by holders who properly exercise appraisal rights). If the Acquisition occurs pursuant to an Acquisition Agreement in a Two-Step Merger Transaction then the term “Tender Offer” will refer to the First Step Tender Offer and the term “Merger” will refer to the Second Step Merger. If the Acquisition occurs pursuant to a Tender Offer followed by a Merger then, after giving effect to the Tender Offer, Target will be a majority-owned subsidiary of Borrower and, after giving effect to the Merger, the Acquired Business will be wholly-owned by the Borrower. Alternatively, if the Acquisition occurs pursuant to a One-Step Merger Transaction, then upon consummation of the One-Step Merger the Acquired Business will be wholly-owned by the Borrower. The term “Acquisition” shall reference the consummation of the Transactions (as defined below) pursuant to an Acquisition Agreement or a Tender Offer followed by the Merger, as applicable. As used herein, “BNP Paribas” shall mean BNP Paribas and/or BNP Paribas Securities Corp., as the context requires.

In that connection, you have advised us that the total amount required to effect the Acquisition and to pay the fees and expenses incurred in connection therewith shall be provided by a combination of cash on the balance sheet and the incurrence by the Borrower of a senior unsecured term loan facility (the “Facility”) in an aggregate amount not to exceed $1 billion. The Acquisition, the Facility and the related transactions contemplated by the foregoing are collectively referred to as the “Transactions”. No other financing will be required for the Transactions.

The date of (i) the consummation of either the Tender Offer or the One-Step Merger and (ii) the initial funding under the Facility is herein referred to as the “Closing Date”.

1. Commitment. Morgan Stanley Bank is pleased to commit to provide 40% of the Facility, BNP Paribas is pleased to commit to provide 24% of the Facility, Scotia is pleased to commit to provide 18%, and KeyBank is pleased to commit to provide 18%, each on a several and not joint basis, and subject to and on the terms and conditions set forth herein and in the Summary of Terms and Conditions attached hereto as Exhibit A (the “Term Sheet”); provided that, if after the date hereof and prior to the Closing Date, the Borrower or any of its subsidiaries issues any debt or equity securities or enters into (or obtains additional commitments with respect to) any credit facilities (other than, as applicable, (i) the refinancing of the Borrower’s existing synthetic lease, (ii) any short term bilateral bank facilities entered into in the ordinary course of business, including letters of credit, in a principal amount not to exceed (in the case of this clause (ii)) $250 million in the aggregate, (iii) up to $400 million of debt of the Borrower’s foreign subsidiaries, (iv) equity securities issued by the Borrower to sellers as purchase consideration in connection with acquisitions, (v) equity securities issued to employees, directors or consultants of the Borrower or its subsidiaries or the exercise of options or restricted stock units initially issued to employees, directors or consultants and (vi) equity securities of any subsidiary of the Borrower issued to the Borrower or any of its subsidiaries), then the aggregate amount of our commitments and the Facility shall be automatically reduced, on a pro rata basis, by an amount equal to the aggregate principal amount of any such debt and/or equity securities and credit facilities. It is understood that MSSF and BNP Paribas shall act as joint lead arrangers and bookrunners (in such capacity, the “Arrangers”). You further agree that MSSF will act as sole and exclusive administrative agent for the Facility and Scotia and KeyBank will act as co-syndication agents and co-documentation agents for the Facility. You agree that, as a condition to the commitments, agreements and undertakings set forth herein, no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation will be paid in connection with the Facility, unless you and we shall agree.

Each Commitment Party’s several and not joint commitment and agreements hereunder are subject only to (a) there not having occurred (i) if the Acquisition is to be consummated pursuant to a Tender Offer, any event, circumstance, change or effect with respect to the Acquired Business described in paragraph (4) of Section 14 (Conditions of the Offer) of the Initial Offer to Purchase (as such condition may be modified, and except to the extent waived by the Borrower, in each case with the consent of the Arrangers, such consent not to be unreasonably withheld or delayed), or (ii) if the Acquisition is to be consummated pursuant to an Acquisition Agreement, any event, circumstance, change or effect (whether defined as a “Seller Material Adverse Effect” or other similar term), the absence of which shall be a condition under the Acquisition Agreement to the Borrower’s obligation to consummate the Acquisition, (b) the negotiation, execution and delivery on or before the date that is eight months following the date hereof (the “Commitment Termination Date”) of customary definitive documentation for the Facility reflecting the terms and conditions outlined in this Commitment Letter and the Term Sheet and otherwise reasonably satisfactory to us and you (the “Credit Documentation”) and (c) the other conditions set forth or referred to in the Term Sheet.

Notwithstanding anything in this Commitment Letter, the Term Sheet, or any other agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the making of which shall be a condition to availability of the Facility on the Closing Date shall be (A) to the extent the Transactions are consummated pursuant to an Acquisition Agreement, the representations and warranties made by the Target and the Acquired Business or you in the Acquisition Agreement, except to the extent any breach of such representations shall not give you or the Target (unless waived) the right to terminate your or the Target’s obligations under the Acquisition Agreement to consummate the Acquisition (the “Acquisition Agreement Representations”) and (B) the Specified Representations (as defined below), and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Facility on the Closing Date if the conditions set forth herein and in the Term Sheet, including the absence of Specified Defaults (as defined below), are satisfied, or waived by us. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheet relating to corporate existence, power and authority as they relate to entering into and performance of the Credit Documentation, the enforceability of the Credit Documentation, Federal Reserve margin regulations, the Investment Company Act, and executing Credit Documentation not conflicting with laws, material agreements and charter documents. For purposes hereof, “Specified Defaults” means defaults under the Facility set forth in the Term Sheet relating to violation by the Borrower or its subsidiaries (excluding the Target) of affirmative covenants relating to maintenance of existence and rights, compliance with laws, maintenance or property and insurance and payment of taxes if, in each of the foregoing cases (other than maintenance of existence), such violation has had or would reasonably be expected to have a material adverse effect on the Borrower’s ability to perform its payment obligations under the Credit Documentation (a “Specified Material Adverse Effect”) and relating to use of proceeds, violation by the Borrower or its subsidiaries (excluding the Target) of any negative covenants relating to limitation on mergers, consolidations, liquidations, dissolutions and other fundamental changes, limitation on changes in lines of business, limitation on liens and, to the extent that violation of the following has had or would reasonably be expected to have a Specified Material Adverse Effect, transactions with affiliates, cross-acceleration or cross-payment default to other material debt (defined as debt of the Borrower or its subsidiaries in an aggregate amount of $50 million or more), and bankruptcy events.

2. Syndication. We reserve the right, prior to or after execution of the definitive credit documentation for the Facility, to syndicate all or a part of our respective commitments to one or more financial institutions and/or lenders (together with each Commitment Party and/or its respective affiliate that provides the Facility, collectively, the “Lenders”). Our commitments hereunder shall not be reduced as a result of any syndication, except to the extent that (i) a Lender commits at the Borrower’s request, or (ii) a Lender or its affiliate is providing services to the Borrower or its subsidiaries (including in

connection with a debt and/or securities offering), in which case such reduction of our commitments shall be made on a pro rata basis and shall only be effective upon execution of a written commitment by such Lender and the Borrower on terms and conditions consistent with this Commitment Letter and the Term Sheet (provided that the Borrower’s execution and delivery of such written commitment shall not be unreasonably withheld or delayed). Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Commitment Parties’ commitments hereunder are not subject to syndication of the Facility. In the event that we commence such syndication, you agree actively to assist the Arrangers in completing a syndication satisfactory to them and to you as soon thereafter as practicable. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from your existing lending and investment banking relationships, (b) direct contact between senior management of the Borrower (and your using commercially reasonable efforts to facilitate direct contact between advisors of the Borrower), on the one hand, and the proposed Lenders, on the other hand, (c) if requested by us, your assistance in the preparation of a Confidential Information Memorandum and other marketing materials to be used in connection with the syndication and (d) the hosting, with the Arrangers, of one or more meetings or conference calls with prospective Lenders, as reasonably deemed necessary by the Arrangers. The Arrangers will manage all aspects of the syndication in consultation with you, including, without limitation, decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. In acting as an Arranger, neither MSSF nor BNP Paribas will have any responsibility other than to arrange the syndication as set forth herein and shall in no event be subject to any fiduciary or other implied duties. To assist the Arrangers in their syndication efforts, you agree promptly to prepare and provide to us all information with respect to the Borrower and its subsidiaries and the Transactions, including, without limitation, all customary financial information and projections (the “Projections”), as the Arrangers may reasonably request in connection with the arrangement and syndication of the Facility.

3. Information. You hereby represent and warrant that with respect to the Borrower and its subsidiaries, and (to the best of your knowledge) with respect to the Acquired Business, (a) all written information (other than the Projections and information of a general economic or general industry nature) (the “Information”) that has been or will be made available to any Commitment Party or any of its affiliates or any Lender or potential Lender by you or any of your representatives is or will be, at the time furnished and when taken as a whole, complete and correct in all material respects and does not or will not, at the time furnished and when taken as a whole, 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 and (b) the Projections that have been or will be made available to any Commitment Party or any of its affiliates or any Lender or potential Lender by you or any of your representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time prepared (it being understood that such Projections are subject to significant uncertainties and contingencies, any of which are beyond your control, and that no assurance can be given that any particular Projection will be realized). You agree to supplement the Information and Projections from time to time until the Closing Date so that the representations and warranties in the immediately preceding sentence remain correct as if such Information or Projections were, respectively, furnished or prepared at such time. We acknowledge that all publicly available information furnished by you to, or filed by you with, the Securities and Exchange Commission shall be deemed to supplement the Information and Projections for purposes of the immediately preceding sentence. You acknowledge that we will be entitled to use and rely on the Information and Projections without independent verification thereof.

You acknowledge and agree that, other than your relationship with Morgan Stanley in its capacity as your financial advisor solely in connection with the Acquisition, (a) no fiduciary, advisory or

agency relationship between you and any Commitment Party is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Commitment Party has advised or is advising you on other matters and (b) the Commitment Parties, on the one hand, and you, on the other hand, have an arms-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. Furthermore, you acknowledge and agree that (y) 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 and (z) 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, other than Morgan Stanley, have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship. Additionally, you acknowledge and agree that no Commitment Party is advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Any review by the Commitment Parties, other than Morgan Stanley solely in its capacity as your financial advisor in connection with the Acquisition, of the Target or the Transaction, the other transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Commitment Parties and shall not be on behalf of you or any of your affiliates.

We reserve the right to employ the services of one or more of our respective affiliates to act as Lenders or otherwise in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and our affiliates may agree; provided that no assignment of all or any portion of any Commitment Party’s commitment hereunder shall relieve it of its obligations to fund the Facility on the Closing Date. You acknowledge that each Commitment Party may share with any of its affiliates, and such affiliates may share with such Commitment Party, any information related to the Transactions, you and your subsidiaries or the Acquired Business or any of the matters contemplated hereby in connection with the Transactions.

4. Fees and Expenses. As consideration for each Commitment Party’s commitment hereunder and each Arranger’s agreement to perform the services described herein, you agree to pay the non-refundable fees set forth in Annex I to the Term Sheet and in the Fee Letter dated the date hereof being delivered herewith (the “Fee Letter”).

5. Indemnity. You agree (a) to indemnify and hold harmless each Commitment Party and its respective affiliates and each officer, director, employee, advisor and agent of each Commitment Party or its respective affiliates (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 Facility, the use of the proceeds thereof, the Transactions or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any reasonable and documented legal or other expenses incurred in connection with investigating or defending any of the foregoing, 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 are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct, bad faith or gross negligence of such indemnified person, and (b) to reimburse the Commitment Parties and their respective affiliates on demand for all reasonable and documented out-of-pocket expenses (including, without limitation, the reasonable and documented fees, charges and disbursements of a single counsel) incurred in connection with the Facility and any related documentation (including, without limitation, this Commitment Letter, the Term Sheet, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof; provided that such expenses pursuant to this clause (b) shall only be payable by the Borrower (x) if the Closing

Date occurs or (y) to the extent that the Borrower or one of its subsidiaries receives a breakup fee or similar payment from the Target (and, in the event such breakup fee or similar payment is insufficient to cover such expenses of the Commitment Parties and the reasonable out-of pocket expenses of the Borrower, then it shall be applied pro rata to payment of all such expenses). No indemnified person shall be liable for (i) any damages arising from the use by recipients of Information or other materials distributed through electronic, telecommunications or other information transmission systems which are authorized by the Borrower or (ii) any special, indirect, consequential or punitive damages in connection with the Facility.

You acknowledge that each Arranger and its affiliates (the term “Arranger” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including, without limitation, financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described hereby and otherwise. You also acknowledge that each Arranger is a full service securities firm and may from time to time effect transactions, for its own or its affiliates’ accounts or the accounts of customers, and hold positions in loans, securities or options on loans or securities of the Borrower and its affiliates and of other companies including the Target that may be the subject of the transactions contemplated by this Commitment Letter. Neither Arranger will use confidential information obtained from you by virtue of the transactions contemplated hereby or other relationships with you in connection with the performance by such Arranger of services for other companies, and neither Arranger will furnish any such information to other companies. You also acknowledge that neither Arranger has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies.

6. Governing Law, etc. This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the law of the State of New York. The parties hereto hereby waive any right they may have to a trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this Commitment Letter and/or the Fee Letter. The parties hereto submit to the non-exclusive jurisdiction of the federal and New York State courts located in the City of New York in connection with any dispute related to, contemplated by, or arising out of this Commitment Letter and/or the Fee Letter and agree that any service of process, summons, notice or document by registered mail addressed to such party shall be effective service of process for any suit, action or proceeding relating to any such dispute. You irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and agree that any final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and may be enforced in other jurisdictions by suit upon the judgment or in any other manner provided by law.

7. PATRIOT Act. We hereby notify you that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (October 26, 2001), as amended) (the “PATRIOT Act”), each Commitment Party and the other Lenders may be required to obtain, verify and record information that identifies you, which information includes your name and address, and other information that will allow the Commitment Parties and the other Lenders to identify you in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each Commitment Party and the other Lenders.

8. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter, the Term Sheet or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis, (b) as may be

compelled in a judicial or administrative proceeding or as otherwise required by law or requested by a governmental authority (in which case you agree to the extent permitted under applicable law to inform us promptly thereof), (c) this Commitment Letter and the Term Sheet (but not the Fee Letter) may be disclosed to the seller of the Acquired Business and its officers, directors, employees, accountants, attorneys, agents and advisors who are directly involved in the consideration of this matter on a confidential and need-to-know basis or (d) after your acceptance of this Commitment Letter and the Fee Letter, you may disclose the Commitment Letter (including its terms and substance), but not the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, as required by law.

9. Miscellaneous. This Commitment Letter shall not be assignable by you without our prior written consent (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 is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and us. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by electronic transmission 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 with respect to the Facility and set forth the entire understanding of the parties with respect thereto.

The compensation, reimbursement, indemnification 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 our commitments hereunder. You may terminate our commitments hereunder at any time subject to the provisions of the immediately preceding sentence.

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letter by returning to our counsel, by telecopy or pdf transmission, executed counterparts hereof and of the Fee Letter, not later than 5:00 p.m. (New York City time), May 9, 2008, for the attention of Morgan Bale, Weil, Gotshal & Manges LLP (telecopy: 212 310 8007; email: morgan.bale@weil.com), otherwise the offer set forth herein will terminate at such time. After your execution and delivery to us of this Commitment Letter and the Fee Letter, our commitments in this Commitment Letter shall automatically terminate upon the earliest to occur of (i) the execution and delivery of definitive documentation for the Facility by all parties thereto and the consummation of the Acquisition, (ii) the Commitment Termination Date, if the definitive documentation shall not have been executed and delivered by all parties thereto on the Commitment Termination Date and (iii) the date of termination of the Acquisition Agreement or abandonment of the Acquisition.

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


Very truly yours,

MORGAN STANLEY SENIOR FUNDING, INC.

By:
Name:
Title:

MORGAN STANLEY BANK

By:
Name:
Title: