EXHIBIT 10.12





---




THREE-YEAR CREDIT AGREEMENT





dated as of





January 25, 2002





among





SUNGARD DATA SYSTEMS INC.,





The Lenders Party Hereto,





JPMORGAN CHASE
BANK,


as Administrative Agent,





PNC BANK, NATIONAL
ASSOCIATION,


as Syndication Agent,





FIRST UNION
NATIONAL BANK,


as Documentation Agent,





ABN AMRO
BANK, N.V.,


as Co-Documentation Agent,





and





FLEET NATIONAL BANK,


as Co-Documentation Agent





---




J.P. MORGAN SECURITIES INC.,


as Advisor, Lead Arranger


and Sole Bookrunner





PNC CAPITAL MARKETS, INC.,


as Co-Arranger





FIRST UNION SECURITIES, INC.,


as Co-Arranger





ABN AMRO,


as Co-Arranger,





FLEET SECURITIES, INC.,


as Co-Arranger,





THE BANK OF NEW YORK,


as Co-Arranger,





and





KEY TECHNOLOGY FINANCE,


as Co-Arranger





---





---




TABLE OF CONTENTSPageARTICLE IDefinitionsSECTION 1.01.

Defined Terms

1SECTION 1.02.

Classification of Loans and Borrowings

21SECTION 1.03.

Terms Generally

21SECTION 1.04.

Accounting Terms; GAAP

22ARTICLE IIThe CreditsSECTION 2.01.

Commitments

22SECTION 2.02.

Loans and Borrowings

23SECTION 2.03.

Requests for Borrowings

23SECTION 2.04.

Funding of Borrowings

24SECTION 2.05.

Interest Elections

25SECTION 2.06.

Termination and Reduction of Commitments

27SECTION 2.07.

Repayment of Loans; Evidence of Debt

27SECTION 2.08.

Prepayment of Loans

28SECTION 2.09.

Fees

29SECTION 2.10.

Interest

30SECTION 2.11.

Alternate Rate of Interest

31SECTION 2.12.

Increased Costs

31SECTION 2.13.

Break Funding Payments

32SECTION 2.14.

Taxes

33SECTION 2.15.

Payments Generally; Pro Rata Treatment; Sharing of Setoffs

34SECTION 2.16.

Mitigation Obligations; Replacement Lenders

36ARTICLE IIIRepresentations and WarrantiesSECTION 3.01.

Organization; Powers

37SECTION 3.02.

Authorization; Enforceability

38SECTION 3.03.

Governmental Approvals; No Conflicts

38SECTION 3.04.

Financial Condition; No Material Adverse Change

38SECTION 3.05.

Properties

39SECTION 3.06.

Litigation and Environmental Matters

39SECTION 3.07.

Compliance with Laws and Agreements

40






---

SECTION 3.08.

Investment and Holding Company Status

40SECTION 3.09.

Taxes

40SECTION 3.10.

ERISA

40SECTION 3.11.

Disclosure

41SECTION 3.12.

Subsidiaries

41SECTION 3.13.

Insurance

41SECTION 3.14.

Solvency

41SECTION 3.15.

Federal Reserve Regulations

42ARTICLE IVConditionsSECTION 4.01.

Effective Date

42SECTION 4.02.

Each Credit Event

44ARTICLE VAffirmative CovenantsSECTION 5.01.

Financial Statements and Other Information

45SECTION 5.02.

Notices of Material Events

46SECTION 5.03.

Existence; Conduct of Business

47SECTION 5.04.

Payment of Obligations

47SECTION 5.05.

Maintenance of Properties

47SECTION 5.06.

Insurance

48SECTION 5.07.

Books and Records; Inspection Rights

48SECTION 5.08.

Compliance with Laws

48SECTION 5.09.

Use of Proceeds

48ARTICLE VINegative CovenantsSECTION 6.01.

Indebtedness

49SECTION 6.02.

Liens

50SECTION 6.03.

Sale and Leaseback Transactions

51SECTION 6.04.

Fundamental Changes

51SECTION 6.05.

Asset Sales

51SECTION 6.06.

Investments, Loans, Advances and Guarantees

52SECTION 6.07.

Restricted Payments; Certain Payments of Indebtedness

54SECTION 6.08.

Restrictive Agreements

55SECTION 6.09.

Transactions with Affiliates

55SECTION 6.10.

Fiscal Year

56SECTION 6.11.

Interest Expense Coverage Ratio

56




ii




---




SECTION 6.12 .    Total Debt Ratio

56SECTION 6.13.    Minimum Net Worth

56SECTION 6.14.    Hedging Agreements

56





ARTICLE VII





Events of Default





ARTICLE VIII





The Administrative Agent





ARTICLE IX





Miscellaneous


SECTION 9.01.    Notices

62SECTION 9.02.    Waivers; Amendments

63SECTION 9.03.    Expenses; Indemnity; Damage Waiver

65SECTION 9.04.    Successors and Assigns

66SECTION 9.05.    Survival

69SECTION 9.06.    Counterparts; Integration; Effectiveness

70SECTION 9.07.    Severability

70SECTION 9.08.    Right of Setoff

71SECTION 9.09.    Governing Law; Jurisdiction; Consent to Service of Process

71SECTION 9.10.    WAIVER OF JURY TRIAL

72SECTION 9.11.    Headings

72SECTION 9.12.    Confidentiality

72SECTION 9.13.    Interest Rate Limitation

73SECTION 9.14.    Entire Agreement

73SECTION 9.15.    Additional Agents

74





SCHEDULES:Schedule 2.01CommitmentsSchedule 3.05Existing LiensSchedule 3.06Litigation and Environmental MattersSchedule 3.12SubsidiariesSchedule 3.13InsuranceSchedule 6.01Existing IndebtednessSchedule 6.08Existing Restrictions





































iii




---




EXHIBITS:Exhibit A    

Form of Assignment and AcceptanceExhibit B-1 

Form of Opinion of Borrowers Assistant General CounselExhibit B-2 

Form of Opinion of Borrowers Outside Counsel




iv




---




CREDIT AGREEMENT dated as of January 25, 2002, among SUNGARD DATA SYSTEMS
INC., the LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent, FIRST UNION NATIONAL BANK, as Documentation Agent, ABN AMRO BANK, N.V., as Co-Documentation Agent, and FLEET NATIONAL
BANK, as Co-Documentation Agent.





The parties hereto agree as follows:





ARTICLE I





Definitions





SECTION 1.01.Defined Terms.    As used in this Agreement, the following terms have the meanings
specified below:





ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.





Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.





Administrative Agent means JPMorgan Chase Bank, in its
capacity as administrative agent for the Lenders hereunder, or any successor thereto appointed in accordance with Article VIII.





Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.





Affiliate means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.





Alternate Base Rate means, for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. Any change in the






---




Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.





Applicable Percentage means, with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Lenders Revolving Commitment. If the Revolving Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.





Applicable Rate means, (a) for any day, with respect to any ABR Term Loan or Eurodollar Term Loan, as the case may be, the applicable rate per annum set forth below under the caption ABR
Spread or Eurodollar Spread, as the case may be, based upon the ratings by Moodys and S&P, respectively, applicable on such date to the Index Debt:





Index Debt Ratings:

ABR Spread


Eurodollar SpreadCategory 1A- or A3 or higher

.000
%

.750
%Category2BBB+ or Baa1

.000
%

1.000
%Category3BBB or Baa2

.250
%

1.250
%Category4BBB- or Baa3

.500
%

1.500
%Category 5BB+ or Ba1 or lower or unrated

1.000
%

2.000
%





and (b) for any day, with respect to any ABR Revolving Loan or Eurodollar Revolving Loan, as the case may
be, the applicable rate set forth below under the caption ABR Spread, Eurodollar Spread or Commitment Fee Rate, as the case may be, based on the ratings by Moodys and S&P, respectively, applicable on
such date to the Index Debt:







2




---




Index Debt Ratings:

ABR Spread


Eurodollar Spread


Commitment Fee RateCategory 1A- or A3 or higher

.000
%

.750
%

.075
%Category 2BBB+ or Baa1

.000
%

1.000
%

.150
%Category 3BBB or Baa2

.250
%

1.250
%

.200
%Category 4BBB- or Baa3

.500
%

1.500
%

.275
%Category 5BB+ or Ba1 or lower or unrated

1.000
%

2.000
%

.400
%





For purposes of the foregoing, (i) if either Moodys or S&P shall not
have in effect a rating for the Index Debt (other than by reason of the circumstances referred to in the last sentence of this paragraph), then such rating agency shall be deemed to have established a rating in Category 5; (ii) if the ratings
established or deemed to have been established by Moodys and S&P for the Index Debt shall fall within different Categories, the Applicable Rate shall be based on the higher of the two ratings unless one of the two ratings is two or more
Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two ratings; and (iii) if the ratings established or deemed to have been established by
Moodys and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moodys or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moodys or
S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system
or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.





Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an assignee (with
the consent of any party whose consent is required by




3




---

Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A hereto or any other form approved by the Administrative Agent.





Board means the Board of Governors of the Federal Reserve System of the United States of America.





Borrowing means SunGard Data Systems Inc., a Delaware corporation.





Borrowing means Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest
Period is in effect.





Borrowing Request means a request by the Borrower for a Borrowing in accordance with
Section 2.03.





Business Day means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term Business Day shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.





Capital Lease Obligations of any Person means
the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.





Change in Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares representing more than 30% of the aggregate ordinary voting power represented by the issued
and outstanding capital stock of the Borrower; (b)(i) the Borrower consolidates with or merges into another corporation or conveys, transfers or leases all or substantially all of its properties and assets (determined on a consolidated basis for the
Borrower and the Subsidiaries taken as a whole) to any Person, or (ii) any corporation consolidates with or merges into the Borrower or a Subsidiary in a transaction in which the outstanding




4




---

voting stock of the Borrower is changed into or exchanged for cash, securities or other property, other than a transaction solely between the Borrower and a
Subsidiary of the Borrower or a transaction involving only stock consideration which is permitted under Section 6.04 or (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated.





Change
in Law means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of
this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.12(b), by any lending office of such Lender or by such Lenders holding company, if any) with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this Agreement.





Class, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or
a Term Loan Commitment.





Code means the Internal Revenue Code of 1986, as amended from time to time.





Commitment means a Revolving Commitment or a Term Loan Commitment, or any combination thereof (as the
context requires).





Consolidated Cash Interest Expense means, for any period, the excess of (a) the sum of
(i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and the subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest accrued during
such period in respect of Indebtedness of the Borrower or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP, plus (iii) any cash payments made during such
period in respect of obligations referred to in clause (b)(iii) below that were amortized or accrued in a previous period, minus (b) the sum of (i) interest income of the Borrower and the Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, (ii) to the extent included in such




5




---

consolidated interest expense for such period, non-cash amounts attributable to amortization of financing costs paid in a previous period, plus (iii) to the
extent included in such consolidated interest expense for such period, non-cash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period.





Consolidated EBITDA means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such
Consolidated Net Income, the sum of (i) consolidated interest expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, and (iv) any extraordinary
or non-recurring non-cash charges for such period, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, any extraordinary or non-recurring gains for such period, all determined on a consolidated
basis in accordance with GAAP.





Consolidated Intangible Assets means, on any date, the consolidated
intangible assets of the Borrower and the Subsidiaries, as such amounts would appear on a consolidated balance sheet of the Borrower and the Subsidiaries prepared in accordance with GAAP.





Consolidated Net Assets means, on any date, the excess of Consolidated Total Assets over Consolidated Current Liabilities.





Consolidated Net Income means, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined
on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Person (other than the Borrower) in which any other Person (other than the Borrower or any Subsidiary or any director holding
qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of the Subsidiaries during such period and (b) the income or
loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such Persons assets are acquired by the Borrower or any Subsidiary.





Consolidated Net Tangible Assets means, on any date, the excess of Consolidated Total Assets over Consolidated Intangible
Assets.




6




---

Consolidated Net Worth means, on any date, the excess of Consolidated Total Assets over Consolidated Total
Liabilities.





Consolidated Total Assets means, on any date, the consolidated total assets of the Borrower and
the Subsidiaries, as such amount would appear on a consolidated balance sheet of the Borrower and the Subsidiaries prepared as of such date in accordance with GAAP.





Consolidated Total Debt means, on any date, the sum of all Indebtedness (including without limitation Capitalized Lease Obligations) of the Borrower and the
Subsidiaries that would be reflected on a consolidated balance sheet of the Borrower and the Subsidiaries prepared as of such date in accordance with GAAP.





Consolidated Total Liabilities means, on any date, the consolidated total liabilities of the Borrower and the Subsidiaries as such amount would appear on a consolidated balance sheet of the Borrower
and the Subsidiaries prepared as of such date in accordance with GAAP.





Consolidated Total Revenues means,
for any period, the consolidated total revenues of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.





Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.Controlling and Controlled have meanings correlative thereto.





Default means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.





Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.





dollars or $ refers to lawful money of the United States of America.





Domestic Subsidiary means any Subsidiary that is not a Foreign Subsidiary.







7




---




Effective Date means the date on which the conditions specified in Section
4.01 are satisfied (or waived in accordance with Section 9.02).





Environmental Laws means all laws, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.





Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly
or indirectly resulting from or based upon (a) the violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.





Equity Interests shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity interests in any Person, or any obligations convertible into or exchangeable for, or giving any Person a right, option or warrant to acquire such equity interests or such convertible or
exchangeable obligations.





ERISA means the Employee Retirement Income Security Act of 1974, as amended from
time to time.





ERISA Affiliate means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.





ERISA Event means (a) any reportable event, as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30day notice period is waived); (b) the existence with respect to any Plan of an accumulated funding deficiency (as defined in Section 412 of the Code or




8




---

Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of
the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any
ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a
prohibited transaction with respect to which the Borrower or any of the Subsidiaries is a disqualified person (within the meaning of Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary could
otherwise be liable; or (i) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any Subsidiary under Title IV of ERISA.





Eurodollar, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate
determined by reference to the Adjusted LIBO Rate.





Event of Default has the meaning assigned to such term in
Article VII.





Excluded Taxes means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16(b)), any withholding tax that (i) is in effect and would apply
to amounts payable to such




9




---

Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.14(a), or (ii) is
attributable to such Foreign Lenders failure to comply with Section 2.14(e).





Existing Credit Agreement
means the Credit Agreement, dated as of November 15, 2001, among the Borrower, the lenders party thereto, the Administrative Agent, PNC Bank, National Association, as Syndication Agent, and First Union National Bank, as Documentation Agent.





Federal Funds Effective Rate means, for any day, the weighted average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.





Financial Officer means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.





Foreign Lender means any Lender that
is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction.





Foreign Subsidiary means any Subsidiary that is organized under the laws of a jurisdiction
other than the United States of America or any State thereof or the District of Columbia.





GAAP means
generally accepted accounting principles in the United States of America.





Governmental Authority means the
government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and




10




---

any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.





Guarantee of or by any Person (the
guarantor) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the primary
obligor) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit.





Hazardous Materials means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.





Hedging Agreement means any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.





Indebtedness of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (excluding deferred revenue incurred
in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services




11




---

(excluding current accounts payable and accrued expenses incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such
Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such Person in respect of bankers acceptances, and (j) all obligations in respect of Third Party Securities issued by such Person in connection with Receivables Sales (regardless of whether denominated as debt or
equity securities). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such
Persons ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The Indebtedness of any Person shall not on any date include the
obligation to make earnout payments resulting from acquisitions, except to the extent such obligation would be required to be reflected as a liability on a consolidated balance sheet of such Person prepared as of such date in accordance with GAAP.





Indemnified Taxes means Taxes other than Excluded Taxes.





Index Debt means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other
Person or subject to any other credit enhancement.





Interest Election Request means a request by the Borrower
to convert or continue a Revolving Borrowing or a Term Loan Borrowing in accordance with Section 2.05.





Interest
Payment Date means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months duration, each day prior to the last day of such Interest Period that occurs at intervals of three months duration after the first day
of such Interest Period.




12




---




Interest Period means, with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect, provided, that (i) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.





Lenders means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.





LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest
Period, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such
page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the LIBO
Rate with respect to such Eurodollar Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period
are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.










13




---




Lien means, with respect to any asset, (a) any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating to such asset.





Loans means
the Revolving Loans and the Term Loans made by the Lenders to the Borrower pursuant to this Agreement.





Material
Adverse Effect means a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its material obligations
under this Agreement or (c) the rights of or benefits available to the Lenders under this Agreement.





Material Foreign
Subsidiary means any Foreign Subsidiary (i) the net assets of which were greater than 1% of Consolidated Net Assets as of the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section
5.01(a) or (b) (or, prior to the first delivery of such financial statements, greater than 1% of Consolidated Net Assets as of the date of the most recent financial statements referred to in Section 3.04(a)) or (ii) the total revenues of which were
greater than 1% of Consolidated Total Revenues for the four-fiscal-quarter period ending on the last day of the most recent fiscal period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, prior to the first
delivery of such financial statements, greater than 1% of Consolidated Total Revenues for the four-fiscal-quarter period ending on the last day of the most recent fiscal period set forth in the most recent financial statements referred to in Section
3.04(a)). For purposes of making the determinations required by this definition, total revenues and net assets of Foreign Subsidiaries shall be converted into US dollars at the rates used in preparing the financial statements of the Borrower to be
delivered pursuant to Section 5.01(a) or (b) (or, prior to the first delivery of such financial statements, at the rates used in preparing the Borrowers most recent financial statements referred to in Section 3.04(a)).





Material Indebtedness means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any
one or more of the Borrower and




14




---

the Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the principal amount of
the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.





Maturity Date means January 25, 2005.





Moodys means Moodys Investors Service, Inc.





Multiemployer Plan means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.





OECD means the Organization for Economic Cooperation and Development.





Other Taxes means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.





Participant shall
have the meaning assigned to such term in Section 9.04(e).





PBGC means the Pension Benefit Guaranty
Corporation referred to and defined in ERISA and any successor entity performing similar functions.





Permitted
Encumbrances means:





(a)  Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;





(b)  carriers, warehousemens,
mechanics, materialmens, repairmens and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with
Section 5.04;





(c)  pledges and deposits made in the ordinary course of business in compliance with
workers compensation, unemployment insurance and other social security laws or regulations;










15




---




(d)  deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;





(e)  judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and





(f)  easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in
the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;





provided that the term Permitted Encumbrances shall not include any Lien securing Indebtedness.





Permitted Investments means:





(a)  direct obligations of the Government of the United States of America or any agency or instrumentality thereof;





(b)  stock or obligations issued in settlement of claims of the Borrower or any Subsidiary against other Persons by reason
of bankruptcy or a composition or readjustment of debt or reorganization of any debtor of the Borrower or such Subsidiary;





(c)  readily marketable commercial paper rated A3 or better by Moodys (or similar rating by any similar organization which rates commercial paper);





(d)  municipal securities rated A or MIG2 or higher by or higher by S&P;





(e)  repurchase agreements relating to securities of the type described in clause (a) above issued by any commercial banking institution with a rating of BBB
or higher by S&P;





(f)  shares of money market funds issued by a banking or other financial
institution with a rating of BBB or higher by S&P or invested with a prudently selected nationally recognized money market fund;




16




---




(g)  commercial bank certificates of deposit issued by banking
institutions with a rating of BBB or higher by S&P and having maturities not in excess of one (1) year; and





(h)  deposits in dollars or in the currency of any other OECD country held outside the United States by a bank or financial institution the head office of which is in an OECD country and which has a combined capital and surplus of
$1,000,000,000.





Person means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.





Plan means any employee
pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA.





Prime Rate means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being effective.





Receivables Sale
means the transfer and sale by the Borrower or the Subsidiaries of accounts receivable to the Receivables Subsidiary, which shall finance its acquisition of such accounts receivable (i) with proceeds from the issuance of Third Party Securities, (ii)
with Sellers Retained Interests and (iii) with proceeds from the sale or collection of accounts receivable previously purchased by it. For purposes of measuring compliance with Section 6.01(f), the amount of any Indebtedness existing in
respect of any Receivables Sale at any time shall be deemed to equal the greater of (i) the aggregate principal amount of Third Party Securities issued in connection with any Receivables Sale which are outstanding at such time or (ii) the maximum
purchase limit, however denominated, under the financing of such Receivables Sale.





Receivables Subsidiary
means a special purpose trust, partnership, limited liability company or similar entity formed by the Borrower for the purpose of effecting one or more Receivables Sales which, in connection




17




---

therewith, issues Third Party Securities; provided that such Subsidiary shall engage in no other business other than the purchase of accounts receivable
pursuant to Receivables Sales permitted hereunder and the funding of such Receivables Sales.





Register has
the meaning set forth in Section 9.04.





Regulation D shall mean Regulation D of the Board from time to time
in effect and all official rulings and interpretations thereunder or thereof.





Regulation T shall mean
Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.





Regulation U shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.





Regulation X shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.





Related Parties means, with respect to any specified Person, such Persons Affiliates and the respective directors,
officers, employees, agents and advisors of such Person and such Persons Affiliates.





Required Lenders
means, at any time, Lenders having Revolving Loans, Term Loans and unused Commitments representing more than 50% of the sum of the total outstanding Revolving Loans, outstanding Term Loans and unused Commitments at such time.





Restricted Payment means any dividend or other distribution (whether in cash, securities or other property) with respect
to any Equity Interest of the Borrower or any Subsidiary (other than the Receivables Subsidiary), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancelation or termination of any Equity Interest of the Borrower or any Subsidiary (other than the Receivables Subsidiary) or any option, warrant or other right to acquire any such shares of capital stock of the Borrower or
any Subsidiary (other than the Receivables Subsidiary).





Revolving Availability Period means the period from
and including the Effective Date to but excluding the




18




---

earlier of the Maturity Date and the date of termination of the Revolving Commitments.





Revolving Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder during the Revolving Availability
Period in an amount set forth on Schedule 2.01, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.
The initial aggregate amount of the Lenders Revolving Commitments is $175,000,000.





Revolving Lender
means a Lender with a Revolving Commitment or an outstanding Revolving Loan.





Revolving Loan means a Loan
made pursuant to clause (b) of Section 2.01.





SEC means the United States Securities and Exchange Commission
or any successor thereto.





Sellers Retained Interests means the debt or equity interests held by the
Borrower or any Subsidiary in the Receivables Subsidiary to which accounts receivable of the Borrower and the Subsidiaries have been transferred in a Receivables Sale, including any such debt or equity received in consideration for the assets
transferred.





S&P means Standard & Poors.





Statutory Reserve Rate means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus
the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent or any Lender is subject with respect to
eurocurrency funding (currently referred to as Eurocurrency Liabilities) in Regulation D. Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.










19




---




subsidiary means, with respect to any Person (the parent)
at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parents consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled,
by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.





Subsidiary means any subsidiary of the Borrower.





Taxes means any and all present
or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.





Term Loan means a Loan made pursuant to clause (a) of Section 2.01.





Term Loan
Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make a Term Loan hereunder on the Effective Date in an amount set forth on Schedule 2.01. The initial aggregate amount of the Lenders Term Loan
Commitments is $175,000,000.





Term Loan Lender means a Lender with a Term Loan Commitment or an outstanding
Term Loan.





364-Day Credit Agreement means the 364-Day Credit Agreement dated as of the Effective Date among
the Borrower, the lenders party thereto, the Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as
Co-Documentation Agent.





Third Party Securities means, with respect to any Receivables Sale, notes, bonds or
other debt instruments, beneficial interests in a trust, undivided ownership interests or other securities issued for cash consideration by the Receivables Subsidiary to banks, investors or other financing sources (other than the Borrower and the
Subsidiaries) the proceeds of which are used to finance, in whole or part, the purchase by the




20




---

Receivables Subsidiary of accounts receivable in a Receivables Sale.





Transactions means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof and the other transactions to be effected on the
Effective Date.





Type, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.





Withdrawal Liability means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.





Wholly Owned Subsidiary shall mean a Subsidiary of which securities or other ownership
interests (except for directors qualifying shares and other de minimis amounts of outstanding securities or ownership interests) representing 100% of the ordinary voting power or 100% of the general partnership interests are, at the time any
determination is being made, owned, controlled or held by the Borrower or one or more Wholly Owned Subsidiaries of the Borrower or by the Borrower and one or more Wholly Owned Subsidiaries of the Borrower.





SECTION 1.02.Classification of Loans and Borrowings.    For purposes of this Agreement, Loans may
be classified and referred to by Class (e.g., a Revolving Loan) or by Type (e.g., a Eurodollar Loan) or by Class and Type (e.g., a Eurodollar Revolving Loan). Borrowings also may be classified and
referred to by Class (e.g., a Revolving Borrowing) or by Type (e.g., a Eurodollar Borrowing) or by Class and Type (e.g., a Eurodollar Revolving Borrowing).





SECTION 1.03.Terms Generally.    The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall
be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to




21




---

such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Persons successors and assigns, (c) the words herein, hereof and hereunder, and words
of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections
of, and Exhibits and Schedules to, this Agreement and (e) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.





SECTION 1.04.Accounting Terms;
GAAP.    Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.





ARTICLE II





The
Credits





SECTION 2.01.Commitments.    Subject to the terms and
conditions and relying upon the representations and warranties set forth herein, each Lender agrees, severally and not jointly, (a) to make Term Loans to the Borrower in a single drawdown on the Effective Date in a principal amount not to exceed its
Term Loan Commitment and (b) to make Revolving Loans to the Borrower from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in such Lenders Revolving Loans exceeding such Lenders
Revolving Commitment. Within the




22




---

foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid in
respect of Term Loans may not be reborrowed.





SECTION 2.02.Loans and Borrowings.    (a)  Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the
Lenders are several and no Lender shall be responsible for any other Lenders failure to make Loans as required.





(b)  Subject to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith.





(c)  At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not
less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and Class may be outstanding
at the same time; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding.





(d)  Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the
Maturity Date.





SECTION 2.03.Requests for Borrowings.    To request a
Revolving Borrowing or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Borrowing or (b) in the case of an ABR Borrowing made after the Effective Date, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such telephonic and written Borrowing




23




---

Request shall specify the following information in compliance with Section 2.02:





(i)  whether the requested Borrowing is to be a Revolving Borrowing or a Term Loan Borrowing;





(ii)  the aggregate amount of such Borrowing;





(iii)  the date of such Borrowing, which shall be a Business Day;





(iv)  whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;





(v)  in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term Interest Period; and





(vi)  the location and number of the Borrowers account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.04.





If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no
Interest Period is specified with respect to any requested Eurodollar Borrowing, than the Borrower shall be deemed to have selected an Interest Period of one months duration. Promptly following receipt of a Borrowing Request in accordance with
this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lenders Loan to be made as part of the requested Borrowing.





SECTION 2.04.Funding of Borrowings.    (a)  Each Lender shall make each Term Loan to be made by it hereunder on the
Effective Date and each Revolving Loan to be made by it hereunder on the proposed date thereof, in each case by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request.





(b)  Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to




24




---

the Administrative Agent such Lenders share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such
date in accordance with paragraph (a) of this Section 2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lenders Loan included in such Borrowing.





SECTION 2.05.Interest
Elections.    (a)  Each Revolving Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor,
all as provided in this Section 2.05. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.





(b)  To make an
election pursuant to this Section 2.05, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing
of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.










25




---

(c)  Each telephonic and written Interest Election Request shall specify the following information in compliance with Section
2.02:





(i)  the Borrowing to which such Interest Election Request applies and, if different options
are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each
resulting Borrowing);





(ii)  the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;





(iii)  whether the resulting Borrowing is to be an
ABR Borrowing or a Eurodollar Borrowing; and





(iv)  if the resulting Borrowing is a Eurodollar
Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term Interest Period.





If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one months
duration.





(d)  Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each
Lender of the details thereof and of such Lenders portion of each resulting Borrowing.





(e)  If the Borrower
fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower,
then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.










26




---

SECTION 2.06.Termination and Reduction of Commitments.    (a)  Unless
previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall termi­nate on the Maturity Date.





(b)  The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction
of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.08, the sum of the Revolving Loans would exceed the total Revolving Commitments.





(c)  The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments
shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.





SECTION 2.07.Repayment of Loans; Evidence of Debt.    (a)  The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the unpaid principal amount of each Revolving Loan of such Lender and the unpaid principal amount of each Term Loan of such Lender on the Maturity Date.





(b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.







27




---

(c)  The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder,
the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the accounts of the Lenders and each Lenders share thereof.





(d)  The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.07 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.





(e)  Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory
note is a registered note, to such payee and its registered assigns).





SECTION 2.08.Prepayment of
Loans.    (a)  The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.





(b)  In the event and on each occasion that the sum of the Revolving Borrowings outstanding exceeds the total Revolving Commitments, the
Borrower shall immediately prepay Revolving Borrowings in an aggregate amount equal to such excess.





(c)  Prior to any
optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d) of this Section.










28




---

(d)  The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i)
in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of optional
prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with
Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in
the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.10.





SECTION 2.09.Fees.    (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate in effect from time to time applied to the daily unused amount of such Lenders Revolving Commitment
during the period from and including the date of this Agreement to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. The commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).





(b)  The Borrower agrees to pay the
Administrative Agent, for its own account, the fees at the times and in the amounts previously agreed in writing by the Borrower and the Administrative Agent.





(c)  All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees, to Lenders holding Revolving
Commitments. Fees paid shall not be refundable under any circumstances.







29




---

SECTION 2.10.Interest.    (a)  The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.





(b)  The Loans comprising each Eurodollar
Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.





(c)  Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this
Section 2.10 or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.





(d)  Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving
Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.





(e)  All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.










30




---

SECTION 2.11.Alternate Rate of Interest.    If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:





(a)  the Administrative Agent determines (which
determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or





(b)  the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;





then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.





SECTION 2.12.Increased Costs.    (a)  If any Change in Law shall:





(i)  impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or





(ii)  impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans;





and the
result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), then the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or reduction suffered.







31




---

(b)  If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lenders capital or on the capital of such Lenders holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lenders
holding company could have achieved but for such Change in Law (taking into consideration such Lenders policies and the policies of such Lenders holding company with respect to capital adequacy), then from time to time the Borrower will
pay to such Lender such additional amount or amounts as will compensate such Lender or such Lenders holding company for any such reduction suffered.





(c)  A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as specified in paragraph (a) or (b) of this Section 2.12, and setting forth the
basis thereof and a reasonably detailed calculation thereof, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days
after receipt thereof.





(d)  Failure or delay on the part of any Lender to demand compensation pursuant to this
Section 2.12 shall not constitute a waiver of such Lenders right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs or reductions
incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lenders intention to claim compensation therefor; and provided
further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.





SECTION 2.13.Break Funding Payments.    In the event of (a)  the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(d) and is revoked in
accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest




32




---

Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense directly attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.





SECTION 2.14.Taxes.    (a)  Any and all
payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.





(b)  In addition, the Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with applicable law.





(c)  The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect




33




---

to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.14) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.





(d)  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.





(e)  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate, provided that such Foreign Lender has received written notice from the Borrower advising it of the availability of such exemption or reduction and containing all applicable documentation.





SECTION 2.15.Payments Generally; Pro Rata Treatment; Sharing of Setoffs.    (a)  The
Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at One Chase Manhattan Plaza, New York, New York, except that payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03




34




---

shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.





(b)  If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i)
first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.





(c)  If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or Term Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans and Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash
at face value) participations in the Revolving Loans and Term Loans and of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Revolving Loans and Term Loans;provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of
this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so




35




---

under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and
counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.





(d)  Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In
such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.





(e)  If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.04(b) or 2.15(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy
such Lenders obligations under such Sections until all such unsatisfied obligations are fully paid.





SECTION 2.16.Mitigation Obligations; Replacement of Lenders.    (a)  If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or 2.14, as
the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses




36




---

incurred by any Lender in connection with any such designation or assignment.





(b)  If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment
will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.





ARTICLE III





Representations and Warranties





The Borrower represents and warrants to the Lenders that, as of the date hereof and as of the Effective Date:





SECTION 3.01.Organization; Powers.    Each of the Borrower and the Subsidiaries is duly organized and validly existing under the laws of the jurisdiction of its organization. Each of the
Borrower and the domestic Subsidiaries is in good standing under the laws of the jurisdiction of its organization. Each of the foreign Subsidiaries is in good standing under the laws of the jurisdiction of its organization, except where the failure




37




---

to be in good standing could not reasonably be expected to result in a Material Adverse Effect. Each of the Borrower and the Subsidiaries has all requisite
power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is
in good standing in, every jurisdiction where such qualification is required.





SECTION
3.02.Authorization; Enforceability.    The Transactions are within the Borrowers corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This
Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.





SECTION 3.03.Governmental Approvals; No Conflicts.    The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational
documents of the Borrower or any of the Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or any material agreement or other material instrument binding upon the Borrower, any of
the Subsidiaries or any of its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or
any of the Subsidiaries.





SECTION 3.04.Financial Condition; No Material Adverse
Change.    (a)  The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31,
2000, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30,
2001, certified by its chief financial officer. Such financial statements present fairly, in all




38




---

material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to yearend audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii)  above.





(b)  Since December 31, 2000, there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and the Subsidiaries, taken
as a whole.





SECTION 3.05.Properties.     (a)  Each of the
Borrower and the Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with the ability of the Borrower and the
Subsidiaries taken as a whole to conduct their business as currently conducted or to utilize such properties for their intended purposes. All such material properties and assets are free and clear of Liens, other than Permitted Encumbrances and
other than Liens set forth on Schedule 3.05.





(b)  Each
of the Borrower and the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and, to the knowledge of the Borrower, all such material leases are in full force and effect. Each of
the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.





(c)  Each of the Borrower and the Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and, to the knowledge of the Borrower, the use
thereof by the Borrower and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.





SECTION 3.06.Litigation and Environmental
Matters.    (a)  There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or
any of the Subsidiaries (i)  as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect (other




39




---

than those set forth on Schedule 3.06) or (ii) that involve this Agreement.





(b)  Except as set forth on Schedule 3.06 and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect, neither the Borrower nor any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii)
has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.





SECTION 3.07.Compliance with Laws and Agreements.     None of the Borrower or any of the Subsidiaries or any of their
respective material properties or assets is in violation of, nor will the continued operation of their material properties and assets as currently conducted violate, any law, rule or regulation, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.





SECTION 3.08.Investment and Holding Company Status.     Neither the Borrower nor any of the
Subsidiaries is (a) an investment company as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a holding company as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.





SECTION 3.09.Taxes.     Each of the Borrower and the
Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes (except Taxes which in the aggregate are not material in amount) required to have been
paid by it, except any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.





SECTION 3.10.ERISA.     No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each
Plan




40




---

(based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of all such underfunded Plans.





SECTION 3.11.Disclosure.     No reports, financial statements,
certificates or other material written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect;
provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.





SECTION 3.12.Subsidiaries.     Schedule 3.12 sets forth as of the Effective Date a list of all
Subsidiaries and the percentage ownership interest of the Borrower therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.12 are fully paid and non-assessable and are owned by the Borrower, directly or
indirectly, free and clear of all Liens.





SECTION 3.13.Insurance.
    Schedule 3.13 sets forth a description of all insurance maintained by or on behalf of the Borrower and the Subsidiaries as of the Effective Date. To the knowledge of the Borrower, all premiums which have become due in respect
of such insurance have been paid. The insurance maintained by or on behalf of the Borrower and the Subsidiaries is believed by the Borrower to be adequate.





SECTION 3.14.Solvency.     Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan
made on the Effective Date and after giving effect to the application of the proceeds of such Loans, (a) the fair value of the assets of the Borrower and the Subsidiaries, on a consolidated basis, at a fair valuation, will exceed their




41




---

consolidated debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Borrower and the
Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute
and matured; (c) the Borrower and the Subsidiaries will not have incurred any debts and liabilities, subordinated, contingent or otherwise, that they do not believe that they will be able to pay as such debts and liabilities become absolute and
matured; and (d) the Borrower and the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following
the Effective Date.





SECTION 3.15.Federal Reserve Regulations.    
(a)  Neither the Borrower nor any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.





(b)  No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately,
for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, Regulation U and Regulation X.





SECTION 3.16.Pari Passu Status.     The obligations of the Borrower under this Agreement rank, and will rank, at least pari
passu in priority of payment and in all other respects with all unsecured Indebtedness of the Borrower.





ARTICLE IV





Conditions





SECTION 4.01.Effective Date.     The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):





(a)  The Administrative Agent (or its counsel) shall
have received from each party hereto either (i) a counterpart of this Agreement (which may include telecopy transmission of a signed signature page of this Agreement) signed on behalf of such party or (ii)




42




---

written evidence satisfactory to the Administrative Agent that such party has signed a counterpart of this Agreement.





(b)  The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative
Agent and the Lenders and dated the Effective Date) of each of (i) Sara G. Armstrong, Assistant General Counsel of the Borrower, substantially in the form of Exhibit B1 hereto, and (ii) Blank Rome Comisky & McCauley LLP, outside counsel
for the Borrower, substantially in the form of Exhibit B2 hereto, and, in the case of each such opinion, covering such other matters relating to the Borrower, this Agreement or the Transactions as the Required Lenders shall reasonably request.
The Borrower hereby requests that each such counsel deliver such opinion.





(c)  The Administrative
Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Transactions and any
other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.





(d)  The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer
of the Borrower, confirming (i) the representations and warranties of the Borrower set forth herein are true and correct as of the Effective Date, (ii) the Borrower is in compliance with all the terms and provisions set forth in this Agreement on
its part to be observed or performed and (iii) at the time of and immediately after giving effect to the Borrowings on the Effective Date, no Default shall have occurred and be continuing.





(e)  The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent
invoiced, reimbursement or payment of all outofpocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower hereunder.





(f)  The 364-Day Credit Agreement shall have been executed and delivered by all parties thereto and the Effective Date (as defined therein) shall
have




43




---

occurred thereunder (or shall occur simultaneously with the Effective Date hereunder), and such agreement shall make available to the
Borrower on or prior to the Effective Date revolving loans in an aggregate amount of at least $150,000,000.





(g)  The Existing Credit Agreement shall have been terminated and all amounts outstanding thereunder shall have been repaid in full.





The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time, on January 31, 2002 (and, in the event such conditions are not so satisfied
or waived, the Commitments shall terminate at such time).





SECTION 4.02.Each Credit
Event.    The obligation of each Revolving Lender to make a Revolving Loan on the occasion of any Revolving Borrowing is subject to receipt of the request therefor in accordance herewith and to the satisfaction of the
following conditions:





(a)  The representations and warranties of the Borrower set forth herein
shall be true and correct on and as of the date of such Borrowing.





(b)  At the time of and
immediately after giving effect to such Revolving Borrowing, no Default shall have occurred and be continuing.





(c)  At the time of and immediately after giving effect to such Revolving Borrowing, no Default (as defined in the 364-Day Credit Agreement) shall have occurred and be continuing under the 364-Day Credit Agreement.





Each Revolving Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs
(a), (b) and (c) of this Section.







44




---




ARTICLE V





Affirmative Covenants





Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:





SECTION 5.01.Financial Statements and Other Information.    The Borrower will furnish to the Administrative Agent and each Lender:





(a)  within 100 days after the end of each fiscal year of Borrower, its audited consolidated balance sheet and related
statements of operations, stockholders equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other
independent public accountants of recognized national standing (without a going concern or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided,
however, that delivery of the Borrowers Form 10K Report filed with the SEC, including a copy of the Borrowers Annual Report for such year, shall be deemed to satisfy the requirements of this Section 5.01(a), provided
that such Form 10K Report contains the financial statements and accountants report required pursuant to this Section 5.01(a);





(b)  within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject




45




---

to normal year-end audit adjustments and the absence of footnotes; provided, however, that delivery of the
Borrowers Form 10Q Report filed with the SEC shall be deemed to satisfy the requirements of this Section 5.01(b), provided that such Form 10Q Report contains the financial statements required pursuant to this Section
5.01(b);





(c)  concurrently with any delivery of financial statements under clause (a) or (b) above,
a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with Sections 6.11, 6.12 and 6.13 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to
in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;





(d)  promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower
or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be; and





(e)  promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.





SECTION 5.02.  Notices of Material Events.    The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:





(a)  any Event of
Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;






---

(b)  the filing or commencement of, or any written notice of intention of any person to file or commence,
any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof, that if not cured or if adversely determined is reasonably likely to result in a Material Adverse
Effect;





(c)  the occurrence of any ERISA Event that, alone or together with any other ERISA Events
that have occurred if not cured or if adversely determined, is reasonably likely be expected to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; and





(d)  any event that has resulted in, or is reasonably likely to result in, a Material Adverse Effect.





Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.





SECTION 5.03.  Existence; Conduct of Business.    The Borrower will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation,
dissolution, sale or transfer that is not prohibited by the provisions of Article VI.





SECTION
5.04.  Payment of Obligations.    The Borrower will, and will cause each of the Subsidiaries to, pay its Indebtedness and other obligations, including Tax liabilities, that, if not paid, is reasonably likely to
result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside
on its books adequate reserves with respect thereto in accordance with GAAP, and (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation.





SECTION 5.05.  Maintenance of Properties.    The Borrower will, and will cause each of the
Subsidiaries to,






---

keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.





SECTION 5.06.  Insurance.    The Borrower will, and will cause each of the Subsidiaries
to, maintain, with financially sound and reputable insurance companies insurance in such amounts (with no materially greater risk retention) and against such risks as are in all material respects customarily maintained by companies of established
repute engaged in the same or similar businesses operating in the same or similar locations. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as to the insurance so maintained.





SECTION 5.07.  Books and Records; Inspection Rights.    The Borrower will,
and will cause each of the Subsidiaries to, keep proper books of record and account in which entries are made of all dealings and transactions in relation to its business and activities sufficient to permit the preparation of financial statements in
accordance with GAAP. The Borrower will, and will cause each of the Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided, however, that such
access does not unreasonably disrupt the normal operations of the Borrower and the Subsidiaries.





SECTION
5.08.  Compliance with Laws.    The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property,
including all Environmental Laws, except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect.





SECTION 5.09.  Use of Proceeds.    The proceeds of the Loans will be used only (a) to repay a portion of the outstanding amounts under
the Existing Credit Facility, (b) to pay fees and expenses payable in connection with the Transactions and (c) with respect to Revolving Loans, for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulation T, Regulation U and Regulation X.






---




ARTICLE VI





Negative Covenants





Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:





SECTION 6.01.  Indebtedness.    The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:





(a)  Indebtedness created hereunder or under the 364-Day Credit Agreement;





(b)  Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount thereof and do not decrease the final maturity or the weighted average life to maturity thereof;





(c)  Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary;





(d)  Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any other
Subsidiary;





(e)  Indebtedness of the Borrower or any Subsidiary as an account party in respect of
trade letters of credit or performance bonds not securing Indebtedness issued in the ordinary course of business;





(f) (i)  Indebtedness of the Receivables Subsidiary in respect of Third Party Securities in an aggregate amount not in excess of $150,000,000 at any time outstanding and (ii) Indebtedness of the Borrower and the Subsidiaries
consisting solely of Liens on their Sellers Retained Interests in connection with Receivables Sales permitted by Section 6.06(f) securing obligations in respect of Third Party Securities in an aggregate amount not in excess of $150,000,000 at
any time outstanding;





(g)  other unsecured Indebtedness of the Borrower that is not Guaranteed by
any Subsidiary; provided, however, that at the time of incurrence of such






---

Indebtedness, the Borrower shall be in compliance with Section 6.12 on a pro forma basis giving effect to the incurrence of such
Indebtedness as if such Indebtedness were incurred on the last day of the fiscal quarter of the Borrower most recently ended on or prior to the date of such incurrence; and





(h)  Indebtedness of any Subsidiary; provided that the aggregate amount of Indebtedness of the Subsidiaries (other than Indebtedness incurred by any
Subsidiary pursuant to clauses (b), (c), (d), (e) and (f) of this Section 6.01) shall not exceed $100,000,000 at any one time outstanding.





SECTION 6.02.  Liens.    The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now
owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:





(a)  Permitted Encumbrances;





(b)  Liens existing on the date hereof and set forth on Schedule 3.05;





(c)  Liens on Sellers Retained Interests incurred in connection with Receivables Sales permitted by Sections 6.01(f) and 6.06(f) securing obligations in respect of Third Party Securities in an
aggregate amount not in excess of $150,000,000 at any time outstanding; provided, however, that recourse to such Sellers Retained Interests is limited in a manner customary for similar securitization transactions and the ratio of the
amount of such Sellers Retained Interests to the amount of such Third Party Securities is not significantly greater than the ratio of sellers retained interests to the financed portion of assets in any similar securitization
transactions;





(d)  Liens on assets of the Receivables Subsidiary securing Indebtedness of the
Receivables Subsidiary permitted by Section 6.01(f) (i); and





(e)  other Liens which secure
Indebtedness of any Subsidiary permitted under Section 6.01(h); provided that the aggregate amount of Indebtedness of the Subsidiaries that is secured by Liens on any assets or property (other than Liens permitted pursuant to clauses (a),
(b), (c) and (d) of this Section 6.02) shall not exceed $100,000,000 at any one time; and






---

provided further, however, that such Liens shall not apply to capital stock of any Subsidiary.





SECTION 6.03.  Sale and Leaseback Transactions.    The Borrower will not, and will not permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such
property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for sales of fixed or capital assets having an aggregate fair market value (on a cumulative basis for all
such sales) of not more than $25,000,000.





SECTION 6.04.Fundamental
Changes.    (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any Subsidiary may merge into any Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Wholly-Owned Subsidiary, (iii) any Wholly-Owned Subsidiary may sell, transfer, lease or otherwise dispose of
its assets to the Borrower or to another Wholly-Owned Subsidiary, (iv) any Wholly-Owned Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and
is not materially disadvantageous to the Lenders and (v) the Borrower or any Subsidiary may effect sales of assets (including sales of capital stock of any Subsidiary) permitted under Section 6.05(d) and 6.05(e).





(b)  The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.





SECTION 6.05.  Asset Sales.    The Borrower will not, and will not permit any of the Subsidiaries to, sell,






---




transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower
permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except:





(a)  leases and licenses of intangible assets in the ordinary course of business;





(b)  sales of inventory, used, surplus or obsolete equipment and Permitted Investments in the ordinary course of business;





(c)  sales, transfers and dispositions to the Borrower or a Subsidiary; provided that any such sales, transfers or dispositions involving a Subsidiary shall be made in compliance with Section 6.09;





(d)  sales of the Equity Interests in Front Capital Systems AB pursuant to an underwritten initial
public offering pursuant to the applicable securities laws of Sweden;





(e)  the sale to the
Receivables Subsidiary of accounts receivable in Receivable Sales; provided that (i) each such Receivables Sale is effected on market terms and (ii) the aggregate amount of Third Party Securities in respect of all such Receivable Sales does
not exceed $150,000,000 at any time outstanding; and





(f)  sales, transfers and other dispositions
of assets that are not permitted by any other clause of this Section 6.05; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (f) shall not exceed 10% of
Consolidated Net Tangible Assets as determined on the last day of the immediately preceding fiscal quarter of the Borrower;





provided that all
sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (c) and (e) above) shall be made for fair value and for at least 80% cash consideration (or 100% cash consideration, in the case of sales of
Permitted Investments), except to the extent otherwise consented to in writing by the Administrative Agent.





SECTION 6.06.  Investments, Loans, Advances and Guarantees.    The Borrower will not, and will not permit any Subsidiary to, make or permit to exist any loans or advances to, Guarantee any
obligations of, or make or permit to exist






---

any investment or any other interest in, any other Person, except:





(a)  Permitted Investments;





(b)  (i) investments by the Borrower and the Subsidiaries existing on the date hereof, (ii) additional investments by the Borrower and the Subsidiaries in the Equity Interests of Subsidiaries and (iii) investments by the Borrower
and the Subsidiaries in the Equity Interests of Persons that become Subsidiaries as a result of such investments or that are engaged in businesses of the types engaged in by the Borrower or the Subsidiaries or businesses reasonably related,
ancillary or complementary thereto;





(c)  loans or advances made by the Borrower to any Subsidiary
and made by any Subsidiary to the Borrower or any other Subsidiary;





(d)  Guarantees consisting of
Indebtedness permitted by Section 6.01;





(e)  Guarantees by the Borrower or any Subsidiary of
operating lease obligations of any Subsidiary;





(f)  investments by the Borrower or any Subsidiary
consisting of Sellers Retained Interests in Receivables Sales permitted under Section 6.05(e);





(g)  loans or extensions of credit to customers in the ordinary course of business;





(h)  temporary advances to employees in the ordinary course of business;





(i)  secured home mortgage loans arising as a result of executive officer relocations, in an aggregate principal amount not in excess of $1,000,000 at any one time outstanding;





(j)  loans to employees made pursuant to the Borrowers Restrictive Stock Incentive Plan as in effect on the date hereof;





(k)  Guarantees of the Borrower or any Subsidiary of obligations of any Subsidiary arising under or in connection with
definitive agreements governing acquisitions made by such Subsidiary; and




53




---




(l)  Guarantees of the Borrower or any Subsidiary of obligations of
any Subsidiary arising under customer contracts entered into by such Subsidiary in the ordinary course of business.





SECTION 6.07.Restricted Payments; Certain Payments of Indebtedness.    (a) The Borrower will not, nor will it permit any of the Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common
stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option
plans or other benefit plans for management or employees of the Borrower and its Subsidiaries and (iv) the Borrower may make Restricted Payments not exceeding $50,000,000 pursuant to and in accordance with plans approved by the Board of Directors of
the Borrower to repurchase outstanding Equity Interests of the Borrower or any Subsidiary.





(b)  The Borrower will
not, nor will it permit any of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any
Indebtedness, except:





(i)  payment of Indebtedness created under this Agreement;





(ii)  payment of regularly scheduled interest and principal payments as and when due in respect of any
Indebtedness;





(iii)  refinancings of Indebtedness to the extent permitted by Section 6.01;





(iv)  payment of secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness;




54




---




(v)  payment of Indebtedness of any Person acquired by the Borrower
or any Subsidiary that exists on the date of such acquisition; provided that such Person becomes a Subsidiary as a result of such acquisition; and





(vi)  mandatory payments by a Receivables Subsidiary on Third Party Securities.





SECTION 6.08.Restrictive Agreements.    The Borrower will not, and will not permit any of the Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of
its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, as in effect on the date hereof, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements creating or evidencing Indebtedness of the Receivables Subsidiary permitted by Section 6.01(f), (v) clause (a) of the foregoing
shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi) clause
(a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.





SECTION 6.09.Transactions with Affiliates.    The Borrower will not, and will not permit any of the Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except




55




---

(a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an
arms-length basis from unrelated third parties, (b) transactions between or among the Borrower and Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.07 and (d) any Receivables Sales permitted by
Sections 6.01, 6.02, 6.05 and 6.06.





SECTION 6.10.Fiscal Year.    The
Borrower will not change its fiscal year end to a date other than December 31st.





SECTION
6.11.Interest Expense Coverage Ratio.    The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest Expense, in each case for any period of four consecutive fiscal
quarters ending prior to the Maturity Date to be less than 4.0 to 1.





SECTION 6.12.Total Debt
Ratio.    The Borrower will not permit the ratio of (a) Consolidated Total Debt on the last day of any fiscal quarter of the Borrower to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on
such day to exceed 2.5 to 1.





SECTION 6.13.Minimum Net Worth.    The
Borrower will not permit Consolidated Net Worth as of any date to be less than the sum of (i) $850,000,000 and (ii) 50% of Consolidated Net Income for each fiscal quarter beginning after March 31, 2002 for which the Borrower shall have delivered
financial statements pursuant to Section 5.01(a) or (b), but excluding any such fiscal quarter for which Consolidated Net Income is negative.





SECTION 6.14.Hedging Agreements.    The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities.




56




---




ARTICLE VII





Events of Default





If any of the following events (Events of Default)
shall occur:





(a)  the Borrower shall fail to pay any principal of any Loan when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;





(b)  the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article VII) payable under this Agreement, when and as the same shall become due
and payable, and such failure shall continue unremedied for a period of five (5) days;





(c)  any
representation or warranty made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been false or misleading in any material respect when made, deemed made or furnished;





(d)  the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section
5.02, 5.03 (with respect to the Borrowers existence) or 5.09 or in Article VI;





(e)  the
Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of thirty
(30) days after notice thereof from the Administrative Agent or any Lender to the Borrower;





(f)  the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;





(g)  any event or condition occurs that results in any Material Indebtedness becoming due prior to
its




57




---

scheduled maturity or that requires the prepayment, repurchase, redemption or defeasance thereof prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;





(h)  an Event of Default (as defined in the 364-Day Credit Agreement) shall have occurred under the 364-Day Credit Agreement;





(i)  an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)
liquidation, reorganization or other relief in respect of the Borrower, any Domestic Subsidiary or any Material Foreign Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower, any Domestic Subsidiary or any Material Foreign Subsidiary or for a
substantial part of its assets, and, in any such case referred to in (i) or (ii) above, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;





(j)  the Borrower, any Domestic Subsidiary or any Material Foreign Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for the Borrower, any Domestic Subsidiary or any Material Foreign Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;





(k)  the Borrower, any Domestic Subsidiary or any Material Foreign Subsidiary shall admit in writing its




58




---

inability or fail generally to pay its debts as they become due;





(l)  unless fully covered by insurance, one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered
against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;





(m)  an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, is reasonably likely to result in liability of the Borrower and the Subsidiaries in an aggregate amount exceeding
$5,000,000; or





(n)  a Change in Control shall occur;





then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by written notice to the Borrower, take either or both of the following actions, at the same time or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be
declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article, the Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.




59




---




ARTICLE VIII





The Administrative Agent





Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.





The bank serving as the Administrative Agent hereunder shall have the same rights and powers in
its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.





The Administrative
Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that
the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth
herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or wilful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with this Agreement,




60




---

(ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth
in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.





The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it
to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.





The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.





Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in




61




---

New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agents resignation hereunder, the provisions of this
Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.





Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any related agreement or any document furnished hereunder or thereunder.





ARTICLE IX





Miscellaneous





SECTION 9.01.Notices.    Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or reputable overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:





(a)  if to the Borrower, to it at SunGard Data Systems Inc., 1285 Drummers Lane, Wayne, PA 19087, Attention of Michael Ruane, Chief Financial Officer
(Telecopy No. 610-341-8851), with a copy to SunGard Data Systems Inc., 1285 Drummers Lane, Wayne, PA 19087, Attention of Lawrence A. Gross, General Counsel (Telecopy No. 610-341-8115);







62




---




(b)  if to the Administrative Agent, to JPMorgan Chase Bank, Loan
and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York, 10005, Attention of Jesus Sang (Telecopy No. 2125525650), with a copy to JPMorgan Chase Bank, One Riverfront Plaza, 2nd Floor, Newark, New Jersey,
07102, Attention of Thomas F. Conroy (Telecopy No. 9733536158); and





(c)  if to any
other Lender, to it at its address (or telecopy number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.





Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties hereto delivered in the manner set forth in this Section 9.01. All
notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.





SECTION 9.02.Waivers; Amendments.    (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice
or knowledge of such Default at the time.





(c)  Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided, however,
that no such agreement shall (i) increase or extend the Commitment of any Lender without the written consent of such Lender, (ii) decrease the




63




---

principal amount of any Loan or decrease the rate of interest thereon, or decrease any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or decrease the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section 9.02 or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify
any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (or each Lender of each Class, as the case may be) or (vi) change any provision of this Agreement in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Loans of any Class differently than those holding Loans of any other Class, without the written consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each affected Class; andprovided further, however, that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the
Administrative Agent and (B) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term Loan Lenders) or the Term Loan Lenders (but not the
Revolving Lenders) may be effected by an agreement or agreements in writing entered into by the Borrower and requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class
of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent
if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not
consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement.







64




---

SECTION 9.03.Expenses; Indemnity; Damage Waiver.    (a) The Borrower shall pay
(i) all reasonable outofpocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated)
and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its
rights in connection with this Agreement, including its rights under this Section 9.03, or in connection with the Loans made hereunder, including all such out-ofpocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans.





(b)  The Borrower shall indemnify the Administrative Agent and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee. No Indemnitee shall be liable for the use by others of Information (as defined in Section 9.12) or




65




---

other materials obtained through electronic telecommunications or other information transmission systems (including as a result of any misdirected facsimile
transmission).





(c)  To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent such Lenders Applicable Percentage (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent.





(d)  To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions or any Loan or the use of the proceeds thereof.





(e)  All amounts due under this Section shall be payable promptly, but in no event later than 10 Business Days, after written demand therefor.





(f)  The provisions of this Section 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any investigation made by or on behalf of the Administrative
Agent or any Lender.





SECTION 9.04.Successors and Assigns.    (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated




66




---

hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.





(b)  Any Lender may assign to one or more assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative
Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of
the assigning Lenders Revolving Commitment or Loans, the amount of the Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lenders rights and obligations under this Agreement, except that this clause (iii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lenders rights and obligations in
respect of one Class of Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be
a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further, however, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under
clause (i) or (j) of Article VII has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lenders rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or




67




---

transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 9.04.





(c)  The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall
be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.





(d)  Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignees completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the
Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in
this paragraph.





(e)  Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a Participant) in all or a portion of such Lenders rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lenders obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain




68




---

the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to
paragraph (f) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(c) as though it
were a Lender.





(f)  A Participant shall not be entitled to receive any greater payment under Sections 2.12 or 2.14
than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 2.14(e) as though it were a Lender.





(g)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.





SECTION 9.05.Survival.    All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution
and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default




69




---

or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or been terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement
or any provision hereof.





SECTION9.06.  Counterparts; Integration;
Effectiveness.    This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent and certain Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.





SECTION9.07.  Severability.    In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.




70




---

SECTION 9.08.  Right of Setoff.    If an Event of Default shall have occurred and
be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter due and owing under this Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement. The rights of each Lender under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.





SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process.    (a)  This
Agreement shall be construed in accordance with and governed by the law of the State of New York.





(b)  The Borrower
hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District
of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.





(c)  The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an




71




---

inconvenient forum to the maintenance of such action or proceeding in any such court.





(d)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right
of any party to this Agreement to serve process in any other manner permitted by law.





SECTION
9.10.WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.





SECTION
9.11.  Headings.    Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.





SECTION
9.12.Confidentiality.    Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and
its Affiliates directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 9.12, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the
extent such




72




---

Information (i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent or any
Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, Information means all information received from the Borrower relating to the Borrower, the Subsidiaries or the business of
the Borrower or any Subsidiary, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided, however, that, in the case of
information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.





SECTION 9.13.Interest Rate Limitation.    Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the Charges), shall exceed the
maximum lawful rate (the Maximum Rate) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.








SECTION 9.14.Entire Agreement.    This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof. Any other previous
agreement among the parties with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereunder and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and each of the




73




---

Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement.





SECTION 9.15.  Additional Agents.    None of the Lenders or other entities identified on the facing page of, signature pages of or
elsewhere in this Agreement as a Documentation Agent, Co-Documentation Agent, Syndication Agent, Advisor, Sole Bookrunner, Co-Arranger or Lead Arranger shall have any right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any other Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders or other entities so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.




74




---




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.





SUNGARD DATA SYSTEMS INC.,By:Name: Title:





JPMORGAN CHASE BANK, Individually and as Administrative
Agent,By:Name: Title:





PNC BANK, NATIONAL ASSOCIATION, individually and as Syndication
Agent,By:Name: Title:





FIRST UNION NATIONAL BANK, individually and as
Documentation Agent,By:Name: Title:




75




---




ABN AMRO BANK, N.V., individually and as Co-Documentation Agent,By:Name: Title:By:Name: Title:





FLEET NATIONAL BANK, individually and as Co-Documentation
Agent,By:Name: Title:





ALLFIRST BANK,BY:Name: Title:





BANK OF AMERICA, N.A.,BY:Name: Title:




76




---







BANK OF COMMUNICATIONS,BY:Name:Title:





BANK HAPOALIM,By:Name:Title:





BANK OF NEW YORK,BY:Name:Title:





THE BANK OF NOVA SCOTIA,By:Name:Title:





BANK OF TOKYO-MITSUBISHI TRUST COMPANY,By:Name:Title:




77




---




BNP PARIBAS,By:Name:Title:





CITIZENS BANK,By:Name:Title:





E. SUN COMMERCIAL BANK, LTD., LOS
ANGELES BRANCH,BY:Name:Title:





FIFTH THIRD BANK,BY:Name:Title:





INDUSTRIAL BANK OF JAPAN,By:Name:Title:




78




---




KEY CORPORATE CAPITAL INC.,By:Name:Title:





NATIONAL AUSTRALIA BANK LTD,By:Name:Title:





NATIONAL CITY BANK,BY:Name:Title:





NORINCHUKIN BANK LTD,By:Name:Title:





PB CAPITAL CORP.,By:Name:Title:




79




---




SCHEDULE 2.01





COMMITMENTS





Lender

CommitmentsJPMorgan Chase Bank One Chase
Manhattan Plaza, 8th Floor New York, NY
10005 Attention:    Jesus Sang Facsimile:    212-552-5650

Revolving:    $15,750,000 Term:            $15,750,000PNC Bank, National Association 1600 Market Street, 22nd Floor Philadelphia, PA 19103 Attention:    Douglas Winters Facsimile:    215-585-7669

Revolving:    $12,950,000 Term:            $12,950,000First Union National Bank c/o
Wachovia Securities 191 Peachtree Street, NE 28th
Floor Atlanta, GA 30303 Attention:    Elizabeth Witherspoon Facsimile:    404-332-4058

Revolving:    $12,950,000 Term:            $12,950,000ABN AMRO Bank, N.V. One
California Street, Suite 200 San Francisco, CA 94111 Attention:    James A. Redmond Facsimile:    415-983-2960

Revolving:    $12,250,000 Term:            $12,250,000Fleet National Bank Attention:    Larisa B. Chilton Facsimile:    617-434-0819

Revolving:    $12,250,000 Term:            $12,250,000Allfirst Bank Attention:    Theodore Oswald Facsimile:    717-771-4914

Revolving:    $  5,250,000 Term:            $  5,250,000Bank of America, N.A. Attention:    James Deichen Facsimile:    650-251-8092

Revolving:    $  5,250,000 Term:            $  5,250,000Bank of Communications Attention:    Anders Lai Facsimile:    212-376-8089

Revolving:    $  5,250,000 Term:            $  5,250,000Bank Hapoalim Attention:    Laura Anne Raffa Facsimile:    212-782-2382

Revolving:    $  3,500,000 Term:            $  3,500,000




80




---

Bank of New York Attention:    David Csatari Facsimile:    212-635-7978

Revolving:    $12,250,000 Term:            $12,250,000The Bank of Nova Scotia Attention:    Michael Kus Facsimile:    212-506-6996

Revolving:    $  8,400,000 Term:            $8,400,0000Bank of Tokyo-Mitsubishi Trust Company Attention:    Heather Zimmerman Facsimile:    212-782-6440

Revolving:    $  5,250,000 Term:            $  5,250,000BNP Paribas Attention:    Robert Mimaki Facsimile:    415-296-8954

Revolving:    $  8,400,000 Term:            $  8,400,000Citizens Bank Attention:    Tony Watson Facsimile:    610-941-4136

Revolving:    $  3,500,000 Term:            $  3,500,000E. Sun Commercial Bank, Ltd., Los Angeles Branch Attention:    Homer Hou Facsimile:    626-839-5531

Revolving:    $  3,500,000 Term:            $  3,500,000Fifth Third Bank Attention:    Christine Wagner Facsimile:    513-744-5947

Revolving:    $  3,500,000 Term:            $  3,500,000Industrial Bank of Japan Attention:    Andreas Panteli Facsimile:    212-282-4488

Revolving:    $  8,400,000 Term:            $  8,400,000Key Corporate Capital Inc. Attention:    Michael Jackson Facsimile:    216-689-4981

Revolving:    $12,250,000 Term:            $12,250,000National Australia Bank Ltd. Attention:    Gerald Wight Facsimile:    212-983-7360

Revolving:    $  5,250,000 Term:            $  5,250,000National City Bank Attention:    Melissa Landay Facsimile:    267-256-4001

Revolving:    $  8,400,000 Term:            $  8,400,000Norinchukin Bank Ltd Attention:    Nick Fiore Facsimile:    212-697-5754

Revolving:    $  5,250,000 Term:            $  5,250,000PB Capital Corp. Attention:    Richard Cameron Facsimile:    212-756-5536

Revolving:    $  5,250,000 Term:            $  5,250,000




81