Exhibit 10.2


Published CUSIP
Number:                


$1,500,000,000


CREDIT AGREEMENT


Dated as of August 1, 2007


among


HEALTH CARE PROPERTY INVESTORS, INC.,

as Borrower


THE LENDERS PARTY HERETO FROM TIME TO TIME,


BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender, L/C Issuer and

Alternative Currency Fronting Lender,


BANC OF AMERICA SECURITIES LLC., and

UBS SECURITIES LLC,

as Joint Lead Arrangers


BANC OF AMERICA SECURITIES LLC,

UBS SECURITIES LLC,
and

BARCLAYS CAPITAL,

as Joint Bookrunners


UBS SECURITIES LLC,

as Syndication Agent


BARCLAYS BANK PLC,

CITICORP NORTH AMERICA, INC.

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

JPMORGAN CHASE BANK, N.A.,

WACHOVIA BANK, NATIONAL ASSOCIATION, and

WELLS FARGO BANK, N.A.,

as Co-Documentation Agents


and


THE BANK OF NOVA SCOTIA,

CALYON NEW YORK BRANCH,

KEY BANK NATIONAL ASSOCIATION,

MERRILL LYNCH BANK USA,

THE ROYAL BANK OF SCOTLAND PLC, and

SUNTRUST BANK,

as Senior Managing Agents


Moore & Van Allen PLLC

100 North Tryon Street, Suite
4700

Charlotte, North Carolina  28202
















TABLE OF CONTENTS


	
  Section

  	
   

  	
  Page

  	
   

  
	
  ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS

  	
   

  	
  1

  	
   

  
	
  1.01      Defined Terms

  	
   

  	
  1

  	
   

  
	
  1.02      Other Interpretive
  Provisions

  	
   

  	
  29

  	
   

  
	
  1.03      Accounting Terms

  	
   

  	
  30

  	
   

  
	
  1.04      Rounding

  	
   

  	
  30

  	
   

  
	
  1.05      Exchange Rates; Currency Equivalents

  	
   

  	
  30

  	
   

  
	
  1.06      Additional Alternative
  Currencies

  	
   

  	
  31

  	
   

  
	
  1.07      Change of Currency

  	
   

  	
  31

  	
   

  
	
  1.08      Times of Day

  	
   

  	
  32

  	
   

  
	
  1.09      Letter of Credit Amounts

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II   THE COMMITMENTS AND CREDIT
  EXTENSIONS

  	
   

  	
  32

  	
   

  
	
  2.01      Committed Revolving Loans

  	
   

  	
  32

  	
   

  
	
  2.02      Borrowings, Conversions and
  Continuations of Committed Revolving Loans

  	
   

  	
  33

  	
   

  
	
  2.03      Letters of Credit

  	
   

  	
  38

  	
   

  
	
  2.04      Swing Line Loans

  	
   

  	
  47

  	
   

  
	
  2.05      Negotiated Rate Loans

  	
   

  	
  51

  	
   

  
	
  2.06      Prepayments

  	
   

  	
  52

  	
   

  
	
  2.07      Termination or Reduction of
  Revolving Commitments

  	
   

  	
  54

  	
   

  
	
  2.08      Repayment

  	
   

  	
  54

  	
   

  
	
  2.09      Interest

  	
   

  	
  55

  	
   

  
	
  2.10      Fees

  	
   

  	
  56

  	
   

  
	
  2.11      Computation of Interest and
  Fees

  	
   

  	
  57

  	
   

  
	
  2.12      Evidence of Debt

  	
   

  	
  57

  	
   

  
	
  2.13      Payments Generally;
  Administrative Agent’s Clawback

  	
   

  	
  58

  	
   

  
	
  2.14      Sharing of Payments by
  Lenders

  	
   

  	
  60

  	
   

  
	
  2.15      Extension of Maturity Date

  	
   

  	
  61

  	
   

  
	
  2.16      Increase in Revolving
  Commitments

  	
   

  	
  62

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III   TAXES, YIELD PROTECTION AND
  ILLEGALITY

  	
   

  	
  64

  	
   

  
	
  3.01      Taxes

  	
   

  	
  64

  	
   

  
	
  3.02      Illegality

  	
   

  	
  66

  	
   

  
	
  3.03      Inability to Determine
  Rates

  	
   

  	
  67

  	
   

  
	
  3.04      Increased Costs; Reserves
  on Eurocurrency Rate Loans

  	
   

  	
  67

  	
   

  
	
  3.05      Compensation for Losses

  	
   

  	
  69

  	
   

  
	
  3.06      Mitigation Obligations;
  Replacement of Lenders

  	
   

  	
  70

  	
   

  
	
  3.07      Survival

  	
   

  	
  70

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV   CONDITIONS PRECEDENT TO CREDIT
  EXTENSIONS

  	
   

  	
  71

  	
   

  
	
  4.01      Conditions of Initial
  Credit Extension

  	
   

  	
  71

  	
   

  
	
  4.02      Conditions to All Credit
  Extensions

  	
   

  	
  72

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V   REPRESENTATIONS AND WARRANTIES

  	
   

  	
  73

  	
   

  
	
  5.01      Existence, Qualification
  and Power; Compliance with Laws

  	
   

  	
  73

  	
   

  
	
  5.02      Authorization;
  No Contravention

  	
   

  	
  74

  	
   

  



 



 i
 









 


	
  5.03      Governmental Authorization;
  Other Consents

  	
   

  	
  74

  	
   

  
	
  5.04      Binding
  Effect

  	
   

  	
  74

  	
   

  
	
  5.05      Financial
  Statements; No Material Adverse Effect

  	
   

  	
  74

  	
   

  
	
  5.06      Litigation

  	
   

  	
  75

  	
   

  
	
  5.07      No
  Default

  	
   

  	
  75

  	
   

  
	
  5.08      Ownership
  of Property; Liens; Leases

  	
   

  	
  75

  	
   

  
	
  5.09      Environmental
  Compliance

  	
   

  	
  76

  	
   

  
	
  5.10      Insurance

  	
   

  	
  76

  	
   

  
	
  5.11      Taxes

  	
   

  	
  76

  	
   

  
	
  5.12      ERISA
  Compliance

  	
   

  	
  77

  	
   

  
	
  5.13      Margin
  Regulations; Investment Company Act; REIT Status

  	
   

  	
  77

  	
   

  
	
  5.14      Disclosure

  	
   

  	
  77

  	
   

  
	
  5.15      Compliance
  with Laws

  	
   

  	
  78

  	
   

  
	
  5.16      Intellectual
  Property; Licenses, Etc

  	
   

  	
  78

  	
   

  
	
  5.17      Use
  of Proceeds

  	
   

  	
  78

  	
   

  
	
  5.18      Taxpayer
  Identification Number

  	
   

  	
  78

  	
   

  
	
  5.19      Acquisition
  Documents

  	
   

  	
  79

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI   AFFIRMATIVE
  COVENANTS

  	
   

  	
  79

  	
   

  
	
  6.01      Financial
  Statements

  	
   

  	
  79

  	
   

  
	
  6.02      Certificates;
  Other Information

  	
   

  	
  80

  	
   

  
	
  6.03      Notices

  	
   

  	
  82

  	
   

  
	
  6.04      Payment
  of Obligations

  	
   

  	
  82

  	
   

  
	
  6.05      Preservation
  of Existence, Etc

  	
   

  	
  83

  	
   

  
	
  6.06      Maintenance
  of Properties

  	
   

  	
  83

  	
   

  
	
  6.07      Maintenance
  of Insurance

  	
   

  	
  83

  	
   

  
	
  6.08      Compliance
  with Laws

  	
   

  	
  84

  	
   

  
	
  6.09      Books
  and Records

  	
   

  	
  84

  	
   

  
	
  6.10      Inspection
  Rights

  	
   

  	
  84

  	
   

  
	
  6.11      Use
  of Proceeds

  	
   

  	
  84

  	
   

  
	
  6.12      REIT
  Status

  	
   

  	
  84

  	
   

  
	
  6.13      Employee
  Benefits

  	
   

  	
  85

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII   NEGATIVE
  COVENANTS

  	
   

  	
  85

  	
   

  
	
  7.01      Liens

  	
   

  	
  85

  	
   

  
	
  7.02      Investments

  	
   

  	
  86

  	
   

  
	
  7.03      Indebtedness

  	
   

  	
  86

  	
   

  
	
  7.04      Fundamental
  Changes

  	
   

  	
  87

  	
   

  
	
  7.05      Dispositions

  	
   

  	
  87

  	
   

  
	
  7.06      Restricted
  Payments

  	
   

  	
  87

  	
   

  
	
  7.07      Change
  in Nature of Business

  	
   

  	
  87

  	
   

  
	
  7.08      Transactions
  with Affiliates

  	
   

  	
  87

  	
   

  
	
  7.09      Burdensome
  Agreements

  	
   

  	
  87

  	
   

  
	
  7.10      Financial
  Covenants

  	
   

  	
  88

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII   EVENTS
  OF DEFAULT AND REMEDIES

  	
   

  	
  89

  	
   

  
	
  8.01      Events
  of Default

  	
   

  	
  89

  	
   

  
	
  8.02      Remedies Upon Event
  of Default

  	
   

  	
  91

  	
   

  



 



 ii
 









 


	
  8.03      Application
  of Funds

  	
   

  	
  92

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX   ADMINISTRATIVE
  AGENT

  	
   

  	
  93

  	
   

  
	
  9.01      Appointment
  and Authority

  	
   

  	
  93

  	
   

  
	
  9.02      Rights
  as a Lender

  	
   

  	
  93

  	
   

  
	
  9.03      Exculpatory
  Provisions

  	
   

  	
  93

  	
   

  
	
  9.04      Reliance
  by Administrative Agent

  	
   

  	
  94

  	
   

  
	
  9.05      Delegation
  of Duties

  	
   

  	
  95

  	
   

  
	
  9.06      Resignation
  of Administrative Agent

  	
   

  	
  95

  	
   

  
	
  9.07      Non-Reliance
  on Administrative Agent and Other Lenders

  	
   

  	
  96

  	
   

  
	
  9.08      No
  Other Duties, Etc

  	
   

  	
  96

  	
   

  
	
  9.09      Administrative
  Agent May File Proofs of Claim

  	
   

  	
  96

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X   MISCELLANEOUS

  	
   

  	
  97

  	
   

  
	
  10.01    Amendments,
  Etc

  	
   

  	
  97

  	
   

  
	
  10.02    Notices;
  Effectiveness; Electronic Communication

  	
   

  	
  99

  	
   

  
	
  10.03    No
  Waiver; Cumulative Remedies

  	
   

  	
  101

  	
   

  
	
  10.04    Expenses;
  Indemnity; Damage Waiver

  	
   

  	
  101

  	
   

  
	
  10.05    Payments
  Set Aside

  	
   

  	
  103

  	
   

  
	
  10.06    Successors
  and Assigns

  	
   

  	
  103

  	
   

  
	
  10.07    Treatment
  of Certain Information; Confidentiality

  	
   

  	
  108

  	
   

  
	
  10.08    Right of Setoff

  	
   

  	
  109

  	
   

  
	
  10.09    Interest Rate
  Limitation

  	
   

  	
  109

  	
   

  
	
  10.10    Counterparts;
  Integration; Effectiveness

  	
   

  	
  109

  	
   

  
	
  10.11    Survival of
  Representations and Warranties

  	
   

  	
  110

  	
   

  
	
  10.12    Severability

  	
   

  	
  110

  	
   

  
	
  10.13    Replacement of
  Lenders

  	
   

  	
  110

  	
   

  
	
  10.14    Governing Law;
  Jurisdiction; Etc

  	
   

  	
  111

  	
   

  
	
  10.15    Waiver of Jury
  Trial

  	
   

  	
  112

  	
   

  
	
  10.16    No Advisory or
  Fiduciary Responsibility

  	
   

  	
  112

  	
   

  
	
  10.17    USA Patriot Act
  Notice

  	
   

  	
  113

  	
   

  
	
  10.18    Delivery of
  Signature Page

  	
   

  	
  113

  	
   

  
	
  10.19    Judgment
  Currency

  	
   

  	
  113

  	
   

  



 



 iii
 









 


	
  SCHEDULES

  	
   

  	
   

  	
   

  
	
  1.01

  	
  Mandatory Cost

  	
   

  	
   

  	
   

  
	
  2.01

  	
  Commitments and
  Applicable Percentages

  	
   

  	
   

  	
   

  
	
  2.02

  	
  Alternative
  Currency Participating Lender

  	
   

  	
   

  	
   

  
	
  2.03

  	
  Existing Letters
  of Credit

  	
   

  	
   

  	
   

  
	
  10.02

  	
  Administrative Agent’s
  Office; Certain Addresses for Notices

  	
   

  	
   

  	
   

  



 


 


 


	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Form
  of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
  Committed Loan
  Notice

  	
   

  	
   

  	
   

  
	
  B

  	
  Swing Line Loan
  Notice

  	
   

  	
   

  	
   

  
	
  C

  	
  Negotiated Rate
  Loan Notice

  	
   

  	
   

  	
   

  
	
  D

  	
  Revolving Note

  	
   

  	
   

  	
   

  
	
  E

  	
  Compliance
  Certificate

  	
   

  	
   

  	
   

  
	
  F

  	
  Assignment and
  Assumption

  	
   

  	
   

  	
   

  
	
  G

  	
  Opinions

  	
   

  	
   

  	
   

  



 



 iv















CREDIT AGREEMENT


This CREDIT AGREEMENT, dated as of August 1, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, this “Agreement”),
among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Borrower”),
the lending institutions party hereto from time to time (each, a “Lender”
and collectively, the “Lenders”), BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency
Fronting Lender, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and
Joint Bookrunner, UBS SECURITIES LLC, as Joint Lead Arranger, Joint Bookrunner
and Syndication Agent, BARCLAYS CAPITAL, as Joint Bookrunner and Documentation
Agent, CITICORP NORTH AMERICA, INC.,
as Documentation Agent, CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as Documentation Agent, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Documentation Agent, JPMORGAN CHASE BANK, N.A., as
Documentation Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation
Agent, WELLS FARGO BANK, N.A.,
as Documentation Agent, THE BANK OF
NOVA SCOTIA, as Senior Managing Agent,
CALYON NEW YORK BRANCH, as Senior Managing Agent, KEY BANK NATIONAL ASSOCIATION, as
Senior Managing Agent, MERRILL LYNCH
BANK USA, as Senior Managing Agent, THE ROYAL BANK OF SCOTLAND PLC, as Senior Managing Agent, and SUNTRUST BANK, as Senior Managing
Agent, and.


WHEREAS, the Borrower has requested that the Lenders
provide a revolving credit facility and the Lenders are willing to do so on the
terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and
agree as follows:


ARTICLE I



DEFINITIONS AND ACCOUNTING TERMS


1.01        Defined Terms.


As used in this Agreement, the following terms shall have the meanings
set forth below:


“Acquired Business” means Slough Estates USA, Inc., a Delaware
corporation.


“Acquisition” means the acquisition of all of
the capital stock or other Equity Interests of the Acquired Business.


“Acquisition Documents” means the collective
reference to the Purchase Agreement, each amendment or supplement thereto and
each other agreement entered into in connection therewith relating to the
Acquisition.













“Administrative Agent” means Bank of America
in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent.


“Administrative Agent’s Office” means, with
respect to any currency, the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule 10.02 with respect to
such currency, or such other address or account with respect to such currency
as the Administrative Agent may from time to time notify to the Borrower and
the Lenders.


“Administrative Questionnaire” means an
Administrative Questionnaire in a form supplied by the Administrative Agent.


“Affiliate” means, with respect to any
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.


“Agents” means the Administrative Agent, the
Arrangers, the Bookrunners, the Syndication Agent, the Documentation Agents,
the Senior Managing Agents, the Swing Line Lender, the L/C Issuer and the Alternative
Currency Fronting Lender.


“Aggregate Revolving Commitments” means the
Revolving Commitments of all Revolving Lenders, which as of the Closing Date
are $1,500,000,000, which may be increased pursuant to Section 2.16
or decreased pursuant to Section 2.07.


“Agreement” means this Credit Agreement.


“Alternative Currency” means each of Euro,
Sterling, Yen, Canadian Dollars and each other currency (other than Dollars)
that is approved in accordance with Section 1.06.


“Alternative Currency Equivalent” means, at
any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the
Administrative Agent or the L/C Issuer, as the case may be, at such time on the
basis of the Spot Rate (determined in respect of the most recent Revaluation
Date) for the purchase of such Alternative Currency with Dollars.


“Alternative Currency Fronting Lender”
means Bank of America or any other Revolving Lender designated by the Borrower
and the Administrative Agent (such designation shall be consented to by such
Revolving Lender) in its capacity as an Alternative Currency Funding Lender for
Revolving Loans denominated in an Alternative Currency in which any Alternative
Currency Participating Lender purchases Alternative Currency Risk
Participations and in which Bank of America (or such other appointed Revolving
Lender) advances to the Borrower the amount of all such Alternative Currency
Participating Lenders’ respective Applicable Percentages of such Revolving
Loans in accordance with Sections 2.02(b) and 2.02(f).


“Alternative Currency Funding Applicable Percentage”
means, with respect to any Revolving Loan denominated in an Alternative
Currency, (a) for each Alternative Currency Funding Lender other than the
Alternative Currency Fronting Lender, its Applicable Percentage, 



 2
 









and (b) for the Alternative Currency Fronting Lender, the sum of (i)
the Applicable Percentage of the Alternative Currency Fronting Lender and (ii)
the sum of the respective Applicable Percentages of the Alternative Currency
Participating Lenders.


“Alternative Currency Funding Lender”
means, with respect to each Revolving Loan denominated in an Alternative
Currency, each Revolving Lender other than an Alternative Currency
Participating Lender with respect to such Alternative Currency.


“Alternative Currency Loan Credit Exposure”
means, with respect to any Revolving Loan denominated in an Alternative
Currency, (a) for each Alternative Currency Funding Lender other than the
Alternative Currency Fronting Lender, the aggregate outstanding principal
amount of its Alternative Currency Funding Applicable Percentage thereof
advanced by such Alternative Currency Funding Lender, (b) for the Alternative
Currency Fronting Lender, the aggregate outstanding principal amount of its
Alternative Currency Funding Applicable Percentage thereof advanced thereby,
net of all Alternative Currency Risk Participations purchased or funded, as
applicable, therein, and (c) for each Alternative Currency Participating
Lender, the aggregate outstanding principal amount of all Alternative Currency
Risk Participations purchased or funded, as applicable, by such Alternative
Currency Participating Lender in such Revolving Loan.


“Alternative Currency Participating Lender”
means, with respect to each Revolving Loan denominated in an Alternative
Currency, any Revolving Lender that has given notice to the Administrative
Agent and the Borrower that it is unable to fund in the applicable Alternative
Currency, unless and until such Revolving Lender delivers to the Administrative
Agent and the Borrower a written notice pursuant to Section 2.02(f)(ix)
requesting that such Revolving Lender’s designation be changed to an
Alternative Currency Funding Lender with respect to such Alternative Currency.


“Alternative Currency Participant’s Share”
means, for any Alternative Currency Participating Lender in respect of a
Revolving Loan denominated in an Alternative Currency, a fraction (expressed as
a percentage), the numerator of which is such Alternative Currency
Participating Lender’s Applicable Percentage and the denominator of which is
the sum of (i) the Applicable Percentage of the Alternative Currency Fronting
Lender in respect of such Revolving Loan and (ii) the sum of the respective
Applicable Percentages of all of the Alternative Currency Participating Lenders
in respect of such Revolving Loan.


“Alternative Currency Participation Payment Date”
has the meaning specified in Section 2.02(f)(iii).


“Alternative Currency Risk Participation”
means, with respect to each Revolving Loan denominated in an Alternative
Currency advanced by the Alternative Currency Fronting Lender, the risk
participation purchased by each of the Alternative Currency Participating
Lenders in such Revolving Loan in an amount determined in accordance with such
Alternative Currency Participating Lender’s Applicable Percentage of such
Revolving Loan, as provided in Section 2.02(f).



 3
 









“Alternative Currency Sublimit” means an amount equal to the
lesser of the Aggregate Revolving Commitments and $250,000,000.  The Alternative Currency Sublimit is part of,
and not in addition to, the Aggregate Revolving Commitments.


“Applicable Percentage” means (a) with
respect to Revolving Loans, L/C Obligations and Swing Line Loans, for each
Revolving Lender at any time, a fraction (expressed as a percentage, carried
out to the ninth decimal place), the numerator of which is the amount of such
Revolving Lender’s Revolving Commitment and the denominator of which is the
amount of the Aggregate Revolving Commitments at such time; and (b) with
respect to Negotiated Rate Loans, for each Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the
numerator of which is the Outstanding Amount of such Negotiated Rate Loan held
by such Lender at such time and the denominator of which is the aggregate
Outstanding Amount of such Negotiated Rate Loan at such time.  The initial Applicable Percentages of each
Revolving Lender is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.


“Applicable Rate” means, for Revolving Loans,
from time to time, the number of basis points per annum set forth in the
following table based upon the Debt Rating as set forth below:




	
  

  	
   

  	
   

  	
   

  	
  Revolving Loans

  	
   

  
	
  Pricing

  Level

  	
   

  	
  Debt Ratings

  	
   

  	
  Applicable

  Rate for

  Eurocurrency

  Rate Loans

  and Letter of

  Credit Fees

  	
   

  	
  Applicable

  Rate for

  Base Rate

  Loans

  	
   

  
	
  1

  	
   

  	
  >A-
  from S&P /

  >A3 from Moody’s

  	
   

  	
  32.5
  bps

  	
   

  	
  0
  bps

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  >BBB+
  from S&P /

  >Baa1 from Moody’s

  	
   

  	
  40
  bps

  	
   

  	
  0
  bps

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  >BBB
  from S&P /

  >Baa2 from Moody’s

  	
   

  	
  55
  bps

  	
   

  	
  0
  bps

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  >BBB-
  from S&P /

  >Baa3 from Moody’s

  	
   

  	
  75
  bps

  	
   

  	
  0
  bps

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  <BBB- from S&P /

  <Baa3 from Moody’s or 

  non-rated by both S&P 

  and Moody’s

  	
   

  	
  100 bps

  	
   

  	
  0 bps

  	
   

  






 


“Debt
Rating” means, as of any date of determination, the rating as determined by
either S&P or Moody’s (collectively, the “Debt Ratings”) of the
Borrower’s non-credit enhanced, senior unsecured long-term debt; provided
that if a Debt Rating is issued by 



 4
 









each of the foregoing rating
agencies, then the higher of such Debt Ratings shall apply (with the Debt
Rating for Pricing Level 1 being the highest and the Debt Rating for
Pricing Level 5 being the lowest), unless there is a split in Debt Ratings
of more than one level, in which case the Pricing Level that is one level
higher than the Pricing Level of the lower Debt Rating shall apply.


Initially, the Applicable Rate shall be determined
based upon the Debt Rating specified in the certificate delivered pursuant to Section 4.01(a)(vi).  Thereafter, each change in the Applicable
Rate shall occur on the first Business Day following the effective change in
the Debt Rating.


“Applicable Time” means, with respect to any
borrowings and payments in any Alternative Currency, the local time in the
place of settlement for such Alternative Currency as may be determined by the
Administrative Agent or the L/C Issuer, as the case may be, to be necessary for
timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment.


“Approved Fund” means any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.


“Arrangers” means Banc of America Securities
LLC and UBS Securities LLC, each in its capacity as joint lead arranger and
joint bookrunner.


“Assignee Group” means two or more Eligible
Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor.


“Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee
(with the consent of any party whose consent is required by Section 10.06(b)),
and accepted by the Administrative Agent, in substantially the form of Exhibit F
or any other form approved by the Administrative Agent.


“Attributable Indebtedness” means, on any
date, (a) in respect of any capital lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a
capital lease.


“Audited Financial Statements” means the
audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended December 31, 2006, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for
such fiscal year of the Borrower and its Subsidiaries, including the notes
thereto.


“Availability Period” means the period from
and including the Closing Date to the earliest of (a) the Business Day
preceding the Revolving Maturity Date, (b) the date of 



 5
 









termination of the Aggregate Revolving Commitments pursuant to Section 2.07,
and (c) the date of termination of the commitment of each Lender to make
Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section 8.02.


“Bank of America” means Bank of America, N.A.
and its successors.


“Base Rate” means for any day a fluctuating
rate per annum equal to the higher of (a) the Federal Funds Rate plus 1⁄2 of
1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such
rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


“Base Rate Committed Revolving Loan” means a
Committed Revolving Loan that is a Base Rate Loan.


“Base Rate Loan” means a Loan that bears
interest based on the Base Rate.  All
Base Rate Loans shall be denominated in Dollars.


“Bookrunners” means Banc of America
Securities LLC, UBS Securities LLC and Barclays Capital each in its capacity as
joint bookrunner.


“Borrower” has the meaning specified in the
introductory paragraph hereto.


“Borrower Material” has the meaning specified
in Section 6.02.


“Borrowing” means a Committed Borrowing, a
Swing Line Borrowing or a Negotiated Rate Borrowing, as the context may
require.


“Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close
under the Laws of, or are in fact closed in, the state where the Administrative
Agent’s Office with respect to Obligations denominated in Dollars is located
and:


(a)           if such day relates to any interest
rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any
fundings, disbursements, settlements and payments in Dollars in respect of any
such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means
any such day on which dealings in deposits in Dollars are conducted by and
between banks in the London interbank eurodollar market;


(b)           if such day relates to any interest
rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings,
disbursements, settlements and payments in Euro in respect of any such
Eurocurrency Rate Loan, or any other dealings in Euro to be 



 6
 









carried out pursuant to this
Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;


(c)           if such day relates to any interest
rate settings as to a Eurocurrency Rate Loan denominated in a currency other
than Dollars or Euro, means any such day on which dealings in deposits in the
relevant currency are conducted by and between banks in the London or other
applicable offshore interbank market for such currency; and


(d)           if such day relates to any fundings,
disbursements, settlements and payments in a currency other than Dollars or
Euro in respect of a Eurocurrency Rate Loan denominated in a currency other
than Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any such
day on which banks are open for foreign exchange business in the principal
financial center of the country of such currency.


“Canadian Dollar” and “CAD” mean the
lawful currency of Canada.


“Cash Collateral” and “Cash Collateralize”
each has the meaning specified in Section 2.03(f).  Derivatives of such terms shall have
corresponding meanings.


“Change in Law” means the occurrence, after
the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule,
regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any
request, guideline or directive (whether or not having the force of law) by any
Governmental Authority.


“Change of Control”
means an event or series of events by which:


(a)           any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any employee benefit plan of such person or its
subsidiaries, and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to acquire
(such right, an “option right”), whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities
of the Borrower entitled to vote for members of the board of directors or
equivalent governing body of the Borrower on a fully-diluted basis (and
taking into account all such securities that such person or group has the right
to acquire pursuant to any option right); or


(b)           during any period of 24 consecutive
months, a majority of the members of the board of directors or other equivalent
governing body of the Borrower cease to be composed of individuals (i) who
were members of that board or equivalent governing body on the first day of
such period, (ii) whose election or nomination to that board or 



 7
 









equivalent governing body
was approved by individuals referred to in clause (i) above constituting
at the time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that
board or other equivalent governing body was approved by individuals referred
to in clauses (i) and (ii) above constituting at the time of such
election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and
clause (iii), any individual whose initial nomination for, or assumption
of office as, a member of that board or equivalent governing body occurs as a
result of an actual or threatened solicitation of proxies or consents for the
election or removal of one or more directors by any person or group other than
a solicitation for the election of one or more directors by or on behalf of the
board of directors).


“Class” when used with respect to Loans
or a Borrowing, refers to whether such Loans, or the Loans comprising such
Borrowing, are Committed Revolving Loans, Swing Line Loans or Negotiated Rate
Loans.


“Closing Date” means the first date all the
conditions precedent in Section 4.01 are satisfied or waived in
accordance with Section 10.01.


“Closing Date Material Adverse Effect” means
the occurrence since June 3, 2007  of any
circumstance, change in or effect on the Acquired Business or its Subsidiaries
that, when considered either alone or in combination, (a) is materially adverse
to the assets, results of operations or the financial condition of the Acquired
Business and its Subsidiaries, taken as a whole, or (b) prevents, materially
impairs or materially delays the Acquired Business’ ability to consummate any
of the transactions contemplated by the Purchase Agreement; provided, however,
that none of the following, either alone or in combination, shall be considered
in determining whether there has been a Closing Date Material Adverse
Effect:  (i) general economic conditions
in any of the markets or geographical areas in which the Acquired Business or
any of its Subsidiaries operate (including the real estate market); (ii) any
change in the United States’ financial, banking or capital markets in general;
(iii) any calamity or other conditions generally affecting any of the industries
in which the Acquired Business and its Subsidiaries operate (including the real
estate market); (iv) acts of God or other calamities, national or international
political or social conditions, including the engagement by any country in
hostilities, whether commenced before or after the date hereof, and whether or
not pursuant to the declaration of a national emergency or war, or the occurrence
of any military or terrorist attack; (v) changes in law or in GAAP or
interpretations thereof, except, in the case of any event described in
subclauses (i), (ii), (iii), (iv) and (v) above, to the extent such event materially
and disproportionately affects the Acquired Business and its Subsidiaries,
taken as a whole, relative to that of the competitors of the Acquired Business
and its Subsidiaries; and (vi) the announcement of, or the taking of any action
contemplated by, the Purchase Agreement and the other agreements contemplated
hereby.


“Code” means the Internal Revenue Code of
1986.



 8
 









“Committed Borrowing” means a borrowing
consisting of simultaneous Committed Revolving Loans of the same Type, in the
same currency and, in the case of Eurocurrency Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to Section 2.01.


“Committed Loan Notice” means a notice of
(a) a Committed Borrowing, (b) a conversion of Committed Revolving
Loans from one Type to the other, or (c) a continuation of Eurocurrency
Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.


“Committed Revolving Loan” has the meaning
specified in Section 2.01(a) and includes Committed Revolving Loans
pursuant to Section 2.03.


“Compliance Certificate” means a certificate
substantially in the form of Exhibit E.


“Consolidated EBITDA” means the sum of
(a) EBITDA of the Borrower and its Subsidiaries on a consolidated basis plus
(b) without duplication, the Borrower’s Pro Rata Share of EBITDA of each
Material Joint Venture.


“Consolidated Fixed Charges” means, with respect
to the Borrower and its Subsidiaries on a consolidated basis, the sum of
(a) Consolidated Interest Expense plus (b) Scheduled Principal
Payments plus (c) dividends and distributions in respect of
preferred stock (but excluding redemption payments or charges in connection
with the redemption of preferred stock) of the Borrower and its Subsidiaries.


“Consolidated Intangible Assets” means an
amount equal to the Intangible Assets of the Borrower and its Subsidiaries on a
consolidated basis.


“Consolidated Interest Expense” means the sum
of (a) Interest Expense of the Borrower and its Subsidiaries on a
consolidated basis plus (b) without duplication, the Borrower’s Pro
Rata Share of Interest Expense of each Material Joint Venture.


“Consolidated Shareholders’ Equity” means, as
of any date of determination, consolidated shareholders’ equity of the Borrower
and its Subsidiaries, as determined in accordance with GAAP.


“Consolidated Tangible Net Worth” means, as
of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, an amount equal to (a) Consolidated Shareholders’
Equity on such date minus (b) Consolidated Intangible Assets on
such date.


“Consolidated Total Asset Value” means the
sum of (a) Total Asset Value of the Borrower and its Subsidiaries on a
consolidated basis plus (b) without duplication, the Borrower’s Pro
Rata Share of Total Asset Value of each Material Joint Venture.


“Consolidated Total Indebtedness” means the
sum of (a) Indebtedness of the Borrower and its Subsidiaries on a
consolidated basis plus (b) without duplication, the Borrower’s Pro
Rata Share of Indebtedness of each Material Joint Venture; provided
that Consolidated Total 



 9
 









Indebtedness shall not include security deposits, accrued liabilities
or prepaid rent, each as defined in accordance with GAAP.


“Consolidated Unencumbered Asset Value” means
the sum of (a) Unencumbered Asset Value of the Borrower and the Borrower’s
Pro Rata Share of Unencumbered Asset Value of its Subsidiaries on a
consolidated basis plus (b) without duplication, the Borrower’s Pro
Rata Share of Unencumbered Asset Value of each Material Joint Venture.


“Contractual Obligation” means, as to any
Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.


“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.


“Credit Extension” means each of the
following: (a) a Borrowing and (b) an L/C Credit Extension.


“Debt Rating” has the meaning specified in
the definition of “Applicable Rate.”


“Debtor Relief Laws” means the Bankruptcy
Code of the United States, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


“Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.


“Default Rate” means (a) when used with
respect to Obligations other than Letter of Credit Fees, an interest rate equal
to (i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurocurrency Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per
annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.


“Defaulting Lender” means any Lender that
(a) has failed to fund any portion of the Committed Revolving Loans,
participations in L/C Obligations, participations in Swing Line Loans or
Alternative Currency Risk Participations required to be funded by it hereunder
within one Business Day of the date required to be funded by it hereunder,
(b) has otherwise failed to pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within one
Business Day of the date when due, unless the subject of a good faith 



 10
 









dispute, or (c) has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding.


“Development Property” means any real
property in which the development and construction with respect thereto are not
complete.


“Disposition” or “Dispose” means the
sale, transfer or assignment (including any sale and leaseback transaction) of
any property by any Person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or any
rights and claims associated therewith, in any case other than sales or other
dispositions of assets in the ordinary course of business.


“Documentation Agent” means each of Barclays
Bank PLC, Citicorp North America, Inc., Credit Suisse, Cayman Islands Branch,
Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A., Wachovia Bank,
National Association, and Wells Fargo Bank, N.A., in their capacity as Co-Documentation
Agents.


“Dollar” and “$” mean lawful money of
the United States.


“Dollar Equivalent” means, at any time,
(a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative
Agent or the L/C Issuer, as the case may be, at such time on the basis of the
Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of Dollars with such Alternative Currency.


“Domestic Subsidiary” means any Subsidiary
that is organized under the laws of any political subdivision of the United
States.


“EBITDA” means, for any period, for a Person
and its Subsidiaries on a consolidated basis, an amount equal to the Net Income
of such Person and its Subsidiaries for such period plus (a) the
following to the extent deducted in calculating such Net Income:
(i) Consolidated Interest Expense for such period, (ii) the provision
for Federal, state, local and foreign income taxes payable by such Person and
its Subsidiaries for such period, (iii) depreciation and amortization
expense for such period and (iv) expenses of such Person and its
Subsidiaries reducing such Net Income during such period which do not represent
a cash expenditure in such period or any prior or future period and minus
(b) all items of such Person and its Subsidiaries increasing Net Income
for such period which do not represent a cash receipt in such period or any
prior or future period.


“Eligible Assignee” means any Person that
meets the requirements to be an assignee under Section 10.06(b)(iii),
(v) and (vi) (subject to such consents, if any, as may be
required under Section 10.06(b)(iii)).



 11
 









“EMU” means the economic and monetary union
in accordance with the Treaty of Rome 1957, as amended by the Single European
Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.


“EMU Legislation” means the legislative
measures of the European Council for the introduction of, changeover to or
operation of a single or unified European currency.


“Environmental Laws” means any and all
Federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


“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 of its Subsidiaries directly or indirectly resulting from or based upon
(a) 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” means, with respect to any
Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person and all of the warrants or options for the purchase
or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person.


“ERISA” means the Employee Retirement Income
Security Act of 1974.


“ERISA Affiliate” means any trade or business
(whether or not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).


“ERISA Event” means (a) a Reportable
Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA
during a plan year in which it was a substantial employer (as defined in
Section 4001 (a)(2) of ERISA) or a cessation of operations that is treated
as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or
4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any 



 12
 









liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Borrower or
any ERISA Affiliate.


“Euro” and “EUR” mean the lawful
currency of the Participating Member States introduced in accordance with the
EMU Legislation.


“Eurocurrency Rate” means, for any Interest
Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to
the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published
by Reuters (or other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for deposits in the relevant currency
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period.  If such rate is
not available at such time for any reason, then the “Eurocurrency Rate” for
such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in the relevant currency
for delivery on the first day of such Interest Period in Same Day Funds in the
approximate amount of the Eurocurrency Rate Loan being made, continued or
converted by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America’s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore interbank
market for such currency at their request at approximately 11:00 a.m.
(London time) two Business Days prior to the commencement of such Interest
Period.


“Eurocurrency Rate Loan” means a Committed
Revolving Loan that bears interest at a rate based on the Eurocurrency
Rate.  Eurocurrency Rate Loans may be
denominated in Dollars or in an Alternative Currency.  All Committed Revolving Loans denominated in
an Alternative Currency must be Eurocurrency Rate Loans.


“Event of Default” has the meaning specified
in Section 8.01.


“Excluded Taxes” means, with respect to the Administrative
Agent, any Lender, the L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder,
(a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by the jurisdiction (or any political subdivision thereof) 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 or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 10.13), any withholding
tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
is attributable to such Foreign Lender’s failure or inability (other than as a
result of a Change in Law) to comply with Section 3.01(e), 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 such withholding tax
pursuant to Section 3.01(a); provided that if the
Alternative Currency Fronting Lender is a Foreign Lender, the Alternative
Currency Fronting Lender shall be entitled to receive additional 



 13
 









amounts from the Borrower with respect to any withholding tax imposed
on amounts payable to it pursuant to Section 3.01(a).


“Existing Credit Agreement” means that
certain Credit Agreement, dated as of October 5, 2006, among the Borrower,
the guarantors party thereto, Bank of America, N.A., as administrative agent,
swing line lender, and issuing bank, and the lenders party thereto.


“Existing Letters of  Credit” means the
Letters of Credit issued under the Existing Credit Agreement set forth on Schedule 2.03.


“Facility Fee Rate” means, from time to time,
the number of basis points per annum set forth in the following table, with
reference to the Pricing Levels set forth in the definition of “Applicable Rate”:




	
  Pricing Level

  	
   

  	
  Facility Fee

  	
   

  
	
  1

  	
   

  	
  10
  bps

  	
   

  
	
  2

  	
   

  	
  12.5
  bps

  	
   

  
	
  3

  	
   

  	
  15
  bps

  	
   

  
	
  4

  	
   

  	
  20
  bps

  	
   

  
	
  5

  	
   

  	
  25 bps

  	
   

  






 


“Federal Funds Rate” means, for any day, the
rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate
for such day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.


“Fee Letter” means the Revolving Facility Fee
Letter, dated June 3, 2007, among the Borrower, Bank of America, N.A., Banc of
America Securities LLC, UBS Loan Finance LLC and UBS Securities LLC.


“Fixed Charge Coverage Ratio” means, on the
last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for
the twelve month period ending on such date to (b) Consolidated Fixed
Charges for the twelve month period ending on such date.


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



 14
 









“Foreign Subsidiary” shall mean a Subsidiary
that is organized under the laws of a jurisdiction other than the United States
or any state thereof or the District of Columbia.


“FRB” means the Board of Governors of the
Federal Reserve System of the United States.


“Fund” means any Person (other than a natural
person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its activities.


“GAAP” means generally accepted accounting
principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.


“Governmental Authority” means the government
of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and 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 (including any supra­national bodies such as the
European Union or the European Central Bank).


“Guarantee” means, as to any Person,
(a) any obligation, contingent or otherwise, of such Person guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligee in respect of such Indebtedness or other
obligation of the payment or performance thereof or to protect such obligee
against loss in respect thereof (in whole or in part), or (b) any Lien on
any assets of such Person securing any Indebtedness or other obligation of any
other Person, whether or not such Indebtedness or other obligation is assumed
by such Person (or any right, contingent or otherwise, of any holder of such
Indebtedness to obtain any such Lien). 
The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee is made or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined
by the guaranteeing Person in good faith. 
The term “Guarantee” as a verb has a corresponding meaning.



 15















“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.


“Honor Date” has the meaning set forth in Section 2.03(b)(iv).


“Increase Effective Date” has the meaning set
forth in Section 2.16(d).


“Indebtedness” means,
as to any Person, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP:


(a)           all obligations of such Person for
borrowed money, whether secured or unsecured, and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments including, without limitation, recourse and non-recourse
mortgage debt;


(b)           all direct or contingent obligations
of such Person arising under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;


(c)           aggregate net obligations of such
Person under Swap Contracts;


(d)           all obligations of such Person to pay
the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business);


(e)           indebtedness (excluding prepaid
interest thereon) secured by a Lien on property owned or being purchased by
such Person (including indebtedness arising under conditional sales or other
title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse, to the extent of the value of
the property encumbered by such Lien;


(f)            capital leases and Synthetic Lease
Obligations;


(g)           all obligations of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any Equity Interest in such Person at any time prior to the date that is six
months after the Revolving Maturity Date, valued, in the case of a redeemable
preferred interest, at the liquidation preference thereof, and


(h)           all Guarantees of such Person in
respect of any of the foregoing.


For all purposes hereof, (i) the amount of any
net obligation under any Swap Contract on any date shall be deemed to be the
Swap Termination Value thereof as of such date (which shall be a positive
number if such amount would be owed by the Borrower and a negative number if 



 16
 









such amount would be owed to the Borrower) and the net obligations
under Swap Contacts shall not be less than zero and (ii) the amount of any
capital lease or Synthetic Lease Obligation as of any date shall be deemed to
be the amount of Attributable Indebtedness in respect thereof as of such date.


“Indemnified Taxes” means Taxes other than
Excluded Taxes.


“Indemnitee” has the meaning specified in Section 10.04(b).


“Initial Maturity Date” has the meaning set
forth in the definition of Revolving Maturity Date.


“Intangible Assets” means assets of a Person
and its Subsidiaries that are classified as intangible assets under GAAP, but
excluding interests in real estate that are classified as intangible assets in
accordance with GAAP.


“Interest Expense” means, for any period, for
a Person and its Subsidiaries on a consolidated basis, the sum of all
(a) interest expense for such period determined in accordance with GAAP
(but excluding any charges resulting from settlement of options to repurchase
remarketable bonds) and (b) interest that is capitalized in such period in
accordance with GAAP.


“Interest Payment Date” means, (a) as to
any Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the Revolving Maturity Date; provided,  however,
that if any Interest Period for a Eurocurrency Rate Loan or a Negotiated Rate
Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall also be Interest Payment
Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each calendar quarter and the Revolving Maturity Date.


“Interest Period” means, (a) as to each
Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency
Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan
and ending on the date one, two, three or six months (or if agreed to by all
Lenders, nine or twelve months) thereafter, as selected by the Borrower in its
Committed Loan Notice and (b) as to the each Negotiated Rate Loan, the
period commencing on the date such Negotiated Rate Loan is disbursed and ending
on the date not more than 180 days thereafter as selected by the Borrower in
its Negotiated Rate Loan Notice; provided that:


(i)            any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day;


(ii)           any Interest Period that begins on
the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and



 17
 









(iii)          no Interest Period shall extend beyond
the Revolving Maturity Date.


“Investment” means, as to any Person, any
direct or indirect acquisition or investment by such Person, whether by means
of (a) the purchase or other acquisition of capital stock or other
securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person and any
arrangement pursuant to which the investor Guarantees Indebtedness of such
other Person, or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of assets of another Person that constitute a
business unit.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


“IP Rights” has the meaning specified in Section 5.16.


“IRS” means the United States Internal
Revenue Service.


“ISP” means, with respect to any Letter of
Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version
thereof as may be in effect at the time of issuance).


“Issuer Documents” means with respect to any
Letter of Credit, the Letter of Credit Application, and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or
any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter
of Credit.


“Joint Venture” means any Person in which the
Borrower, directly or indirectly, has an ownership interest but does not consolidate
the assets or income of such Person in preparing its consolidated financial
statements.


“Laws” means, collectively, all
international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes, executive orders and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.


“L/C Advance” means, with respect to each
Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. 
All L/C Advances shall be denominated in Dollars.


“L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been reimbursed
on the date when made or refinanced as a Committed Borrowing.  All L/C Borrowings shall be denominated in
Dollars.



 18
 









“L/C Credit Extension” means, with respect to
any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof


“L/C Issuer” means Bank of America in its
capacity as issuer of Letters of Credit hereunder, or any successor issuer of
Letters of Credit hereunder.


“L/C Obligations” means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings.  For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09.  For all
purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason
of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be “outstanding” in the amount so remaining available to be drawn.


“Lender” has the meaning specified in the
introductory paragraph hereto and, as the context requires, includes the Swing
Line Lender, the Alternative Currency Fronting Lender, each Alternative
Currency Funding Lender and each Alternative Currency Participating Lender, as
applicable.


“Lending Office” means, as to any Lender, the
office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrower and the Administrative Agent.


“Letter of Credit” means any standby letter
of credit issued hereunder.  Letters of
Credit may be issued in Dollars or in an Alternative Currency.


“Letter of Credit Application” means an
application and agreement for the issuance or amendment of a Letter of Credit
in the form from time to time in use by the L/C Issuer.


“Letter of Credit Expiration Date” means the
day that is the fifth day prior to the Revolving Maturity Date then in effect
(or, if such day is not a Business Day, the next preceding Business Day).


“Letter of Credit Fee” has the meaning
specified in Section 2.03(h).


“Letter of Credit Sublimit” means an amount
equal to ten percent (10%) of the Aggregate Revolving Commitments.  The Letter of Credit Sublimit is part of, and
not in addition to, the Aggregate Revolving Commitments.


“Leverage Ratio” means, on the last day of
any fiscal quarter, the ratio of (a) Consolidated Total Indebtedness
outstanding on such date to (b) Consolidated Total Asset Value as of such
date.



 19
 









“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement in the nature of a security interest of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real
property, and any financing lease having substantially the same economic effect
as any of the foregoing).


“Loan” means an extension of credit by a
Lender to the Borrower under Article II in the form of a Committed
Revolving Loan, a Swing Line Loan or a Negotiated Rate Loan.


“Loan Documents” means this Agreement, each
Note, each Issuer Document, and the Fee Letter.


“Mandatory Cost” means, with respect to any
period, the percentage rate per annum determined in accordance with Schedule 1.01.


“Material Adverse Effect” means (a) a
material adverse change in, or a material adverse effect upon, the operations,
business, properties, liabilities (actual or contingent) or condition
(financial or otherwise) of the Borrower or the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of
the Borrower to perform its obligations under any Loan Document to which it is
a party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower of any Loan Document to
which it is a party.


“Material Joint Venture” means a Joint
Venture in which the Borrower has made a net equity investment of $15,000,000
or greater.  For purposes of this
definition, the Borrower’s aggregate Investment in a Joint Venture will be
valued at (a) the aggregate amount of cash and cash equivalents and the
net book value of other property (less, without duplication, the aggregate
principal amount of Indebtedness secured by a Lien on such property at the time
of contribution unless, after giving effect to the contribution of such
property to the Joint Venture and any other transactions occurring in
connection therewith, such Indebtedness constitutes an obligation of the
Borrower or any of its Subsidiaries) contributed by the Borrower to such Joint
Venture minus (b) the aggregate amount of distributions received by
the Borrower from such Joint Venture that would be classified as a return of
capital (as opposed to a return on investment).


“Moody’s” means Moody’s Investors Service,
Inc. and any successor thereto.


“Mortgage Lien” means any Lien that encumbers
a real property owned by a Person other than Permitted Liens.


“Multiemployer Plan” means any employee
benefit plan of the type described in Section 4001(a)(3) of ERISA, to
which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions.



 20
 









“Negotiated Rate Borrowing” means one or more
Negotiated Rate Loans made to the Borrower by one or more of the Lenders and of
which the Administrative Agent is given notice by a Negotiated Rate Loan
Notice.


“Negotiated Rate Funding Date” shall have the
meaning set forth in Section 2.05(b).


“Negotiated Rate Loan” shall have the meaning
set forth in Section 2.05(a).


“Negotiated Rate Loan Notice” means the
notice, in substantially the form of Exhibit C, pursuant to a
Negotiated Rate Loan, and made pursuant to Section 2.05, duly
completed and executed and personally delivered or transmitted by facsimile by
the Borrower.


“Negotiated Rate Sublimit” means an amount
equal to fifty percent (50%) of the Aggregate Revolving Commitments, which
shall be available for negotiated rate advances.  The Negotiated Rate Sublimit is part of, and
not in addition to, the Aggregate Revolving Commitments.


“Net Cash Proceeds” means, with respect to
any Public Equity Issuance, the excess of (i) the sum of the cash and cash
equivalents received in connection with such event over (ii) the
underwriting discounts and commissions, and other out-of-pocket
fees and expenses, incurred by the Borrower and its Subsidiaries in connection
with such sale.


“Net Income” means, for any period, for a
Person and its Subsidiaries on a consolidated basis, the net income of such
Person and its Subsidiaries (excluding extraordinary gains and extraordinary
losses and other non-recurring items, including, without limitation,
charges resulting from settlement of options to repurchase remarketable bonds
and other similar charges) for that period as determined in accordance with
GAAP.


“Note” means a promissory note made by the
Borrower in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit D.


“Obligations” means all advances to, and
debts, liabilities, obligations, covenants and duties of the Borrower arising
under any Loan Document or otherwise with respect to any Loan or Letter of
Credit, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including (i) interest and fees that accrue after the commencement by or
against the Borrower or any Affiliate thereof of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding, (ii) obligations of the Borrower under any Swap Contract to which a
Lender or any Affiliate of a Lender is a party and (iii) obligations of the
Borrower under any Treasury Management Agreement with a Treasury Management
Lender.


“Organization Documents” means, (a) with
respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to
any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect 



 21
 









to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


“Other Taxes” means all present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies arising from any payment made hereunder or under any other Loan
Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.


“Outstanding Amount” means (a) with
respect to Committed Revolving Loans, Swing Line Loans and Negotiated Rate
Loans on any date, the Dollar Equivalent of the aggregate outstanding principal
amount thereof after giving effect to any borrowings and prepayments or
repayments of Committed Revolving Loans, Swing Line Loans and Negotiated Rate
Loans, as the case may be, occurring on such date; and (b) with respect to
any L/C Obligations on any date, the Dollar Equivalent of the aggregate
outstanding amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Borrower of Unreimbursed Amounts.


“Overnight Rate” means, for any day,
(a) with respect to any amount denominated in Dollars, the greater of
(i) the Federal Funds Rate and (ii) an overnight rate determined by
the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case
may be, in accordance with banking industry rules on interbank compensation,
and (b) with respect to any amount denominated in an Alternative Currency,
the rate of interest per annum at which overnight deposits in the applicable Alternative
Currency, in an amount approximately equal to the amount with respect to which
such rate is being determined, would be offered for such day by a branch or
Affiliate of Bank of America in the applicable offshore interbank market for
such currency to major banks in such interbank market.


“Participant” has the meaning specified in Section 10.06(d).


“Participating Member State” means each state
so described in any EMU Legislation.


“Patriot Act” has the meaning specified in Section 10.17.


“PBGC” means the Pension Benefit Guaranty
Corporation.


“Pension Plan” means any “employee pension
benefit plan” (as such term is defined in Section 3(2) of ERISA), other
than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by the Borrower or any ERISA Affiliate or to which the
Borrower or any ERISA Affiliate contributes or has an obligation to contribute,
or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during
the immediately preceding five plan years.



 22
 









“Permitted Liens” means Liens permitted under
Section 7.01(c), (d), (e), (f) and (g).


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


“Plan” means any “employee benefit plan” (as
such term is defined in Section 3(3) of ERISA) established by the Borrower
or, with respect to any such plan that is subject to Section 412 of the
Code or Title IV of ERISA, any ERISA Affiliate.


“Platform” has the meaning specified in Section 6.02.


“Pro Rata Share” means (a) with respect
to the EBITDA, Net Income, Interest Expense, Total Asset Value and Unencumbered
Asset Value of each Joint Venture, the Borrower’s direct or indirect,
percentage ownership interest in such Joint Venture and (b) with respect
to the Indebtedness of each Joint Venture (i) if the Indebtedness is
recourse to the Borrower or any of its Subsidiaries the amount of such
Indebtedness that is recourse to the Borrower or such Subsidiary and
(ii) if the Indebtedness is not recourse to the Borrower or any of its
Subsidiaries, the Borrower’s percentage ownership interest in such Joint
Venture.


“Public Equity Issuance” means the issuance,
sale or other disposition by the Borrower or one if its Subsidiaries of its
Equity Interests, including any Rule 144A offering or any rights, warrants
or options to purchase shares of its Equity Interests; provided that the
term Public Equity Issuance shall not include (a) the issuance or sale of
Equity Interests by a Subsidiary of the Borrower to the Borrower or another
Subsidiary of the Borrower or (b) any rights, options or Equity Interests
issued pursuant to employee or director incentive, stock option or stock repurchase
plans in the ordinary course.


“Public Lender” has the meaning specified in Section 6.02.


“Purchase Agreement” means that certain Share
Purchase Agreement, dated as of June 3, 2007, by and between SEGRO plc, a
public limited company incorporated under the laws of England and Wales, with
registered number 167591, as seller, and the Borrower, as buyer.


“Refinancing” means the repayment of existing
indebtedness of the Borrower and the Acquired Business of up to $1,120,000,000
in connection with the Acquisition.


“Register” has the meaning specified in Section 10.06(c).


“REIT” means a real estate investment trust
as defined in Sections 856-860 of the Code.


“Related Parties” means, with respect to any
Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents and advisors of such Person and of such Person’s Affiliates.



 23
 









“Reportable Event” means any of the events
set forth in Section 4043(c) of ERISA, other than events for which the 30
day notice period has been waived.


“Request for Credit Extension” means
(a) with respect to a Borrowing, conversion or continuation of Committed
Revolving Loans, a Committed Loan Notice, (b) with respect to an L/C
Credit Extension, a Letter of Credit Application, (c) with respect to a
Swing Line Loan, a Swing Line Loan Notice and (d) with respect to a
Negotiated Rate Loan, a Negotiated Rate Loan Notice.


“Required Lenders” means, as of any date of
determination, (a) Lenders having more than 50% of the Aggregate Revolving
Commitments or (b) if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section 8.02, Lenders holding in the aggregate more
than 50% of the Total Revolving Outstandings (with the aggregate amount of each
Revolving Lender’s risk participation and funded participation in L/C
Obligations, Swing Line Loans and Alternative Currency Risk Participations
being deemed “held” by such Revolving Lender for purposes of this definition); provided
that the (i) any Revolving Commitment of, and the portion of the Total
Revolving Outstandings (including risk participations in Letters of Credit and
Swing Line Loans) held or deemed held by, any Defaulting Lender shall be
excluded for purposes of making a determination of Required Lenders, and (ii)
the Alternative Currency Risk Participations of any Defaulting Lender at such
time shall deemed to be held by the Alternative Currency Fronting Lender for
purposes of making a determination of Required Lenders.


“Responsible Officer” means the chief
executive officer, president, chief financial officer, each executive vice
president and senior vice president, and the treasurer of the Borrower.  Any document delivered hereunder that is
signed by a Responsible Officer shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of the Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of the Borrower.


“Restricted Payment” means any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other
Equity Interest, or on account of any return of capital to the Borrower’s
stockholders, partners or members (or the equivalent Person thereof).


“Revaluation Date” means (a) with respect
to any Loan, each of the following:  (i)
each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate
Loan denominated in an Alternative Currency pursuant to Section 2.02,
(iii) the date the Alternative Currency Fronting Lender has requested payment from
the Alternative Currency Participating Lenders in Dollars, and with respect to
all other instances pursuant to Section 2.02(f) the date on which payments in
Dollars are made between the Alternative Currency Fronting Lender and
Alternative Currency Participating Lenders with respect to such Loan, and (iv)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following:  (i) each date of
issuance of a Letter of Credit denominated in an Alternative Currency, (ii)
each date of an amendment of any such Letter of Credit having the 



 24
 









effect of increasing the amount thereof (solely with respect to the
increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, (iv) each date of any
Committed Loan Notice for a Base Rate Loan under Section 2.03(b)(iv), (v) each
date of payment of funds in an Alternative Currency by the Administrative Agent
to the L/C Issuer pursuant to Section 2.03(b)(v), and (vi) such additional
dates as the Administrative Agent or the L/C Issuer shall determine or the
Required Lenders shall require.


“Revolving Commitment” means, as to each
Lender, its obligation to (a) make Committed Revolving Loans to the
Borrower pursuant to Section 2.01, (b) purchase participations
in L/C Obligations (c) purchase participations in Swing Line Loans and (d)
if such Lender is an Alternative Currency Participating Lender with respect to
any Alternative Currency, purchase Alternative Currency Risk Participations in
Loans denominated in such Alternative Currency, in an aggregate principal
amount at any one time outstanding the Dollar Equivalent of which does not
exceed the Dollar amount set forth opposite such Lender’s name in the column
entitled “Revolving Commitment” on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.


“Revolving Lender” means a Lender with a
Revolving Commitment or an outstanding Committed Revolving Loan or an
outstanding Negotiated Rate Loan and, as the context requires, includes the L/C
Issuer and the Swing Line Lender.


“Revolving Loan” means any extension of
credit by a Lender to the Borrower under Article II.


“Revolving Maturity Date” means August 1,
2011 (the “Initial Maturity Date”), subject to extension in accordance
with Section 2.15.


“S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc. and any successor
thereto.


“Same Day Funds” means (a) with respect
to disbursements and payments in Dollars, immediately available funds, and
(b) with respect to disbursements and payments in an Alternative Currency,
same day or other funds as may be determined by the Administrative Agent or the
L/C Issuer, as the case may be, to be customary in the place of disbursement or
payment for the settlement of international banking transactions in the
relevant Alternative Currency.


“Scheduled Principal Payment” means
(a) all scheduled principal payments by the Borrower and its Subsidiaries
with respect to its Consolidated Total Indebtedness (other than payments due at
final maturity of any tranche of Indebtedness) and (b) without
duplication, the Borrower’s Pro Rata Share of all scheduled principal payments
with respect to the Indebtedness (other than payments due at final maturity of
any tranche of Indebtedness) of each Material Joint Venture, in each case
without giving effect to any reduction in such scheduled principal payments as
a result of any voluntary or mandatory prepayment with respect thereto made in
the same period in which such principal payment was scheduled to be made.



 25
 









“SEC” means the Securities and Exchange
Commission, or any Governmental Authority succeeding to any of its principal
functions.


“Secured Debt” means that portion of
Consolidated Total Indebtedness that is subject to a Lien (other than Permitted
Liens).


“Secured Debt Ratio” means, on the last day
of any fiscal quarter, the ratio of (a) Secured Debt outstanding on such
date to (b) Consolidated Total Asset Value as of such date.


“Senior Managing Agent” means each of The
Bank of Nova Scotia, Calyon New York Branch, Key Bank National Association,
Merrill Lynch Bank USA, The Royal Bank of Scotland plc, and SunTrust Bank, in
their capacity as Senior Managing Agents.


“Significant Acquisition” means the
acquisition (in one or a series of related transactions) of all or
substantially all of the assets or Equity Interests of a Person or any
division, line of business or business unit of a Person for an aggregate
consideration in excess of $750,000,000.


“Special Notice Currency” means at any time
an Alternative Currency, other than the currency of a country that is a member
of the Organization for Economic Cooperation and Development at such time
located in North America or Europe.


“Spot Rate” for a currency means the rate
determined by the Administrative Agent or the L/C Issuer, as applicable, to be
the rate quoted by the Person acting in such capacity as the spot rate for the
purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on
the date two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent or the L/C Issuer
may obtain such spot rate from another financial institution designated by the
Administrative Agent or the L/C Issuer if the Person acting in such capacity
does not have as of the date of determination a spot buying rate for any such
currency; and provided further that the L/C Issuer may use such spot rate
quoted on the date as of which the foreign exchange computation is made in the
case of any Letter of Credit denominated in an Alternative Currency.


“Sterling” and “£” mean the lawful
currency of the United Kingdom.


“Subsidiary” of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
the accounts of which are consolidated with the accounts of the Borrower in the
Borrower’s consolidated financial statements prepared in accordance with
GAAP.  Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall
refer to a Subsidiary or Subsidiaries of the Borrower.


“Swap Contract” means (a) any and all
rate swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor 



 26
 









transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing, whether or not any
such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of
master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any
other master agreement (any such master agreement, together with any related
schedules, a “Master Agreement”), including any such obligations or liabilities
under any Master Agreement.


“Swap Termination Value” means, in respect of
any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts,
(a) for any date on or after the date such Swap Contracts have been closed
out and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s)
for such Swap Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such
Swap Contracts (which may include a Lender or any Affiliate of a Lender).


“Swing Line Borrowing” means a borrowing of a
Swing Line Loan pursuant to Section 2.04.


“Swing Line Lender” means Bank of America in
its capacity as provider of Swing Line Loans, or any successor swing line
lender hereunder.


“Swing Line Loan” has the meaning specified
in Section 2.04(a).


“Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.04(b), which, if in
writing, shall be substantially in the form of Exhibit B.


“Swing Line Sublimit” means an amount equal
to ten percent (10%) of the Aggregate Revolving Commitments.  The Swing Line Sublimit is part of, and not
in addition to, the Aggregate Revolving Commitments.


“Syndication Agent” means UBS Securities LLC
in its capacity as Syndication Agent.


“Synthetic Lease Obligation” means the
monetary obligation of a Person under a so-called synthetic, off-balance
sheet or tax retention lease.


“TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer (TARGET) payment
system (or, if such payment system ceases to be operative, such other payment
system (if any) determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.



 27
 









“Taxes” means all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other
charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


“Threshold Amount” means $100,000,000.


“Total Asset Value” means an amount equal to
(a) all assets of a Person and its Subsidiaries as determined in
accordance with GAAP plus (b) all accumulated depreciation
associated with such assets minus (c) Intangible Assets.


“Total Revolving Outstandings” means the
aggregate Outstanding Amount of all Committed Revolving Loans, all Swing Line
Loans, all L/C Obligations and all Negotiated Rate Loans.


“Treasury Management Agreement” means any
treasury, depository or cash management arrangements, services or products,
including, without limitation, overdraft services and automated clearinghouse
transfers of funds.


“Treasury
Management
Lender” means any Person that, at the time it enters into a Treasury
Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity
as a party to such Treasury Management Agreement.


“Type” means, with respect to a Committed
Revolving Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


“Unencumbered
Asset Value” means the sum of (a) the aggregate net book value, as
determined in accordance with GAAP, of all real property of a Person that is
not subject to a Mortgage Lien plus (b) all accumulated
depreciation with respect to such real properties plus
(c) unrestricted cash and cash equivalents of such Person plus (d) the
sum of (i) unencumbered mezzanine and mortgage loan receivables (at the value
reflected in the consolidated financial statements of the Borrower, in
accordance with GAAP, as of such date, including the effect of any impairment
charges), (ii) unencumbered marketable securities (at the value reflected in
the consolidated financial statements of the Borrower, in accordance with GAAP,
as of such date, including the effect of any impairment charges), provided that
the items described in this clause (ii) and in the preceding clause (i) shall
not be taken into account to the extent that the amounts of such items exceed,
in the aggregate, 20% of Unencumbered Asset Value.


“Unfunded Pension Liability” means the excess
of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code for the applicable plan year.


“United States” and “U.S.” mean the
United States of America.


“Unreimbursed Amount” has the meaning
specified in Section 2.03(b)(iv).



 28
 









“Unsecured Debt” means that portion of
Consolidated Total Indebtedness that is not Secured Debt.


“Unsecured Leverage Ratio” means, on the last
day of any fiscal quarter, the ratio of (a) Unsecured Debt outstanding on
such date to (b) Consolidated Unencumbered Asset Value as of such date.


“Yen” and “¥” mean the lawful currency
of Japan.


1.02        Other Interpretive Provisions.


With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:


(a)           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, (i) any definition of or reference to any agreement, instrument
or other document (including any Organization Document) shall be construed as
referring to 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 or in any other
Loan Document), (ii) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
the Loan Document in which such references appear, (v) any reference to
any law shall include all statutory and regulatory provisions consolidating,
amending replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation
as amended, modified or supplemented from time to time, and (vi) 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.


(b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to
and including.”


(c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.



 29















1.03        Accounting Terms.


(a)           Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed
herein.


(b)           Changes
in GAAP.  If at any time any change
in GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the
approval of the Required Lenders); provided that, until so amended,
(i) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (ii) the Borrower shall provide
to the Administrative Agent and the Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder
setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.


1.04        Rounding.


Any financial ratios required to be maintained by
the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up
if there is no nearest number).


1.05        Exchange Rates; Currency Equivalents. 
(a) The Administrative Agent or the L/C Issuer, as applicable,
shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalents and/or Alternative Currency Equivalents of
Credit Extensions and Outstanding Amounts denominated in Alternative Currencies
or Dollars.  Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur.  Except for
purposes of financial statements delivered by the Borrower hereunder or
calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes
of the Loan Documents shall be its Dollar Equivalent as so determined by the
Administrative Agent or the L/C Issuer, as applicable.


(b)           Wherever
in this Agreement in connection with a Committed Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance,
amendment or extension of a Letter of Credit, an amount, such as a required
minimum or multiple amount, is expressed in Dollars, but such Committed
Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an
Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest unit of 



 30
 









such Alternative Currency, with 0.5 of a unit being
rounded upward), as determined by the Administrative Agent or the L/C Issuer,
as the case may be.


1.06        Additional Alternative Currencies. 
(a) The Borrower may from time to time request that Eurocurrency
Rate Loans be made and/or Letters of Credit be issued in a currency other than
those specifically listed in the definition of “Alternative Currency;” provided
that such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars.  In the case of any such request with respect
to the making of Eurocurrency Rate Loans, such request shall be subject to the
approval of the Administrative Agent and the Lenders; and in the case of any
such request with respect to the issuance of Letters of Credit, such request
shall be subject to the approval of the Administrative Agent and the L/C
Issuer.


(b)           Any
such request shall be made to the Administrative Agent not later than
11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date (but not less than 11 Business Days
prior) as may be agreed by the Administrative Agent and, in the case of any
such request pertaining to Letters of Credit, the L/C Issuer, in its or their
sole discretion).  In the case of any
such request pertaining to Eurocurrency Rate Loans, the Administrative Agent
shall promptly notify each Lender thereof; and in the case of any such request
pertaining to Letters of Credit, the Administrative Agent shall promptly notify
the L/C Issuer thereof.  Each Lender (in
the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C
Issuer (in the case of a request pertaining to Letters of Credit) shall notify
the Administrative Agent, not later than 11:00 a.m., ten Business Days
after receipt of such request whether it consents, in its sole discretion, to
the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as
the case may be, in such requested currency.


(c)           Any
failure by a Lender or the L/C Issuer, as the case may be, to respond to such
request within the time period specified in the preceding sentence shall be
deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to
permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in
such requested currency.  If the
Administrative Agent and all the Lenders consent to making Eurocurrency Rate
Loans in such requested currency, the Administrative Agent shall so notify the
Borrower and the Lenders and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the
L/C Issuer consent to the issuance of Letters of Credit in such requested
currency, the Administrative Agent shall so notify the Borrower and the Lenders
and such currency shall thereupon be deemed for all purposes to be an
Alternative Currency hereunder for purposes of any Letter of Credit
issuances.  If the Administrative Agent
shall fail to obtain consent to any request for an additional currency under
this Section 1.06, the Administrative Agent shall promptly so
notify the Borrower and the Lenders.


1.07        Change of Currency. 
(a) Each obligation of the Borrower to make a payment denominated
in the national currency unit of any member state of the European Union that
adopts the Euro as its lawful currency after the date hereof shall be
redenominated into Euro at the time of such adoption (in accordance with the
EMU Legislation).  If, in relation to the
currency of any such member state, the basis of accrual of interest expressed
in this Agreement 



 31
 









in respect of that currency shall be inconsistent with
any convention or practice in the London interbank market for the basis of
accrual of interest in respect of the Euro, such expressed basis shall be
replaced by such convention or practice with effect from the date on which such
member state adopts the Euro as its lawful currency; provided that if any
Committed Borrowing in the currency of such member state is outstanding
immediately prior to such date, such replacement shall take effect, with
respect to such Committed Borrowing, at the end of the then current Interest
Period.


(b)           Each
provision of this Agreement shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect the adoption of the Euro by any member state of the
European Union and any relevant market conventions or practices relating to the
Euro.


(c)           Each
provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be
appropriate to reflect a change in currency of any other country and any
relevant market conventions or practices relating to such change in currency.


1.08        Times of Day.


Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).


1.09        Letter of Credit Amounts.


Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the
stated amount of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms or
the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


ARTICLE II


THE COMMITMENTS AND CREDIT EXTENSIONS


2.01        Committed Revolving Loans. 
Subject to the terms and conditions set forth herein, each Revolving
Lender severally agrees to make revolving loans (each such loan, a “Committed
Revolving Loan”) to the Borrower in Dollars or (subject to the provisions
of Section 2.02(f)) in one or more Alternative Currencies from time to time, on
any Business Day during the Availability Period, in an aggregate amount not to
exceed at any time outstanding the amount of such Revolving Lender’s Revolving
Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount
of the Committed 



 32
 









Revolving Loans of any Revolving Lender (less, with
respect only to the Alternative Currency Fronting Lender, the aggregate
Alternative Currency Risk Participations in all Loans denominated in
Alternative Currencies), plus, with respect only to the Alternative
Currency Participating Lenders, the Outstanding Amount of such Lender’s
Alternative Currency Risk Participations in Loans denominated in Alternative
Currencies and advanced by the Alternative Currency Fronting Lender, plus
such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all
L/C Obligations, plus such Revolving Lender’s Applicable Percentage of
the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving
Lender’s Revolving Commitment and (iii) the aggregate Outstanding Amount
of all Committed Revolving Loans denominated in Alternative Currencies shall
not exceed the Alternative Currency Sublimit. 
Within the limits of each Revolving Lender’s Revolving Commitment, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.01, prepay under Section 2.06, and
reborrow under this Section 2.01. 
Committed Revolving Loans may be Base Rate Loans or Eurocurrency Rate
Loans, as further provided herein.


2.02        Borrowings, Conversions and Continuations of Committed
Revolving Loans.


(a)           Each
Committed Borrowing, each conversion of Committed Revolving Loans from one Type
to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may
be given by telephone.  Each such notice
must be received by the Administrative Agent not later than 12:00 Noon
(i) three Business Days prior to the requested date of any Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars
or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base
Rate Committed Revolving Loans, (ii) four Business Days (or five Business Days
in the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (iii) on the requested date of any Borrowing of Base Rate
Committed Revolving Loans.  Each
telephonic notice by the Borrower pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer.  Each Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof.  Except as provided in Sections 2.03(b)
and 2.04(c), each Borrowing of or conversion to Base Rate Committed
Revolving Loans shall be in a principal amount the Dollar Equivalent of which
is $1,000,000 or a whole multiple of $100,000 in excess thereof.


Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether the Borrower is requesting a Committed
Borrowing, a conversion of Committed Revolving Loans from one Type to the
other, or a continuation of Eurocurrency Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Committed
Revolving Loans to be borrowed, converted or continued, (iv) the Type and
Class of Committed Revolving Loans to be borrowed or to which existing
Committed Revolving Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto and (vi) the currency of
the Committed Revolving Loans to be borrowed. 
If the Borrower fails to specify a Type of Committed 



 33
 









Revolving Loan in a Committed Loan Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Committed Revolving Loans shall be made as, or converted
to, Base Rate Loans; provided, however, that in the case of a
failure to timely request a continuation of Committed Revolving Loans
denominated in an Alternative Currency, such Loans shall be continued as
Eurocurrency Rate Loans in their original currency with an Interest Period of
one month.  Any such automatic conversion
to Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurocurrency Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month. 
No Committed Revolving Loan may be converted into or continued as a
Committed Revolving Loan denominated in a different currency, but instead must
be prepaid in the original currency of such Committed Revolving Loan and
reborrowed in the other currency.


(b)           Following
receipt of a Committed Loan Notice
requesting a Committed Borrowing denominated in Dollars or in an Alternative
Currency with respect to which the Administrative Agent has not received notice
that any Revolving Lender is an Alternative Currency Participating Lender, the
Administrative Agent shall promptly notify each applicable Revolving Lender of the amount (and
currency) of its Applicable Percentage of the applicable Committed Revolving
Loans.  Following receipt of a Committed
Loan Notice requesting a Committed Borrowing denominated in an Alternative
Currency with respect to which the Administrative Agent and the Borrower have
received notice that one or more Revolving Lenders is an Alternative Currency
Participating Lender, the Administrative Agent shall on the next following
Business Day notify (i) each Alternative Currency Funding Lender of both the
Dollar Equivalent and the Alternative Currency Equivalent of its Alternative
Currency Funding Applicable Percentage, (ii) the Alternative Currency Fronting
Lender of both the Dollar Equivalent and the Alternative Currency Equivalent of
the aggregate Alternative Currency Risk Participations in such Committed
Borrowing, (iii) each Alternative Currency Participating Lender of both the
Dollar Equivalent and the Alternative Currency Equivalent of its Alternative
Currency Risk Participation in such Committed Borrowing, and (iv) all Revolving
Lenders and the Borrower of the aggregate Alternative Currency Equivalent and
the Dollar Equivalent of such Committed Borrowing and the applicable Spot Rate
used by the Administrative Agent to determine such Dollar Equivalent and
Alternative Currency Equivalent.  If no
timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Revolving Lender of the details of any
automatic conversion to Base Rate Loans or continuation of Committed Revolving
Loans denominated in a currency other than Dollars, in each case as described
in the preceding subsection.


In the case of a Committed Borrowing in Dollars or
in an Alternative Currency with respect to which the Administrative Agent has
not received notice that any Revolving Lender is an Alternative Currency
Participating Lender, each applicable Lender shall make the amount of
its Revolving Loan available to the Administrative Agent in Same Day Funds for
the applicable currency at the Administrative Agent’s Office not later than
1:00 p.m., in the case of any Committed Revolving Loan denominated in Dollars,
and not later than the Applicable Time specified by the Administrative Agent in
the case of any Committed Revolving Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Committed 



 34
 









Loan Notice.  In
the case of a Committed Borrowing in an Alternative Currency with respect to
which the Administrative Agent has received notice that any Revolving Lender is
an Alternative Currency Participating Lender, each Alternative Currency Funding
Lender shall make the amount of its Alternative Currency Funding Applicable Percentage
of such Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s
Office not later than the Applicable Time, on the Business Day specified in the
applicable Committed Loan Notice. 
In any event, a Revolving Lender may cause an Affiliate to fund or make
the amount of its Loan available in accordance with the foregoing
provisions.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower; provided, however, that
if, on the date the Committed Loan Notice with respect to such Borrowing
denominated in Dollars is given by the Borrower, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and, second,
shall be made available to the Borrower as provided above.


(c)           Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate
Loan.  During the existence of a Default,
no Loans may be requested as, converted to or continued as Eurocurrency Rate
Loans (whether in Dollars or any Alternative Currency) without the consent of
the Required Lenders, and the Required Lenders may require that any or all of
the then outstanding Eurocurrency Rate Loans denominated in an Alternative
Currency be prepaid, or redenominated into Dollars in the amount of the Dollar
Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.


(d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurocurrency Rate Loans
upon determination of such interest rate. 
At any time that Base Rate Loans are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in Bank of
America’s prime rate used in determining the Base Rate promptly following the
public announcement of such change.


(e)           After
giving effect to all Committed Borrowings, all conversions of Committed
Revolving Loans from one Type to the other, and all continuations of Committed
Revolving Loans as the same Type, there shall not be more than ten
Interest Periods in effect with respect to all Committed Revolving Loans.


(f)            Alternative
Currency Funding and Participation.


(i)            Subject
to all the terms and conditions set forth in this Agreement, including the
provisions of Section 2.01, and without limitation of the provisions of Section
2.02, with respect to any Revolving Loans denominated in an Alternative
Currency with respect to which one or more Revolving Lenders has given notice
to the 



 35
 









Administrative Agent that it is an Alternative
Currency Participating Lender, (A) each Revolving Lender agrees from time to
time on any Business Day during the Availability Period to fund its Applicable
Percentage of Revolving Loans denominated in an Alternative Currency with
respect to which it is an Alternative Currency Funding Lender; and (B) each
Revolving Lender severally agrees to acquire an Alternative Currency Risk
Participation in Revolving Loans denominated in an Alternative Currency with
respect to which it is an Alternative Currency Participating Lender.


(ii)           Each
Revolving Loan denominated in an Alternative Currency shall be funded upon the
request of the Borrower in accordance with Section 2.02(b).  Immediately upon the funding by the
Alternative Currency Fronting Lender of its Alternative Currency Funding
Applicable Percentage of any Revolving Loan denominated in an Alternative Currency
with respect to which one or more Revolving Lenders is an Alternative Currency
Participating Lender, each Alternative Currency Participating Lender shall be
deemed to have absolutely, irrevocably and unconditionally purchased from such
Alternative Currency Fronting Lender an Alternative Currency Risk Participation
in such Loan in an amount such that, after such purchase, each Revolving Lender
(including the Alternative Currency Funding Lenders, the Alternative Currency
Fronting Lender and the Alternative Currency Participating Lenders) will have
an Alternative Currency Loan Credit Exposure with respect to such Revolving
Loan equal in amount to its Applicable Percentage of such Revolving Loan.


(iii)          Upon
the occurrence and during the continuance of an Event of Default, the
Alternative Currency Fronting Lender may, by written notice to the
Administrative Agent delivered not later than 11:00 a.m., on the second
Business Day preceding the proposed date of funding and payment by Alternative
Currency Participating Lenders of their Alternative Currency Risk
Participations purchased in such Revolving Loans as shall be specified in such
notice (the “Alternative Currency Participation Payment Date”), request
each Alternative Currency Participating Lender to fund the Dollar Equivalent of
its Alternative Currency Risk Participation purchased with respect to such
Revolving Loans to the Administrative Agent on the Alternative Currency
Participation Payment Date in Dollars. 
Following receipt of such notice, the Administrative Agent shall
promptly notify each Alternative Currency Participating Lender of the Dollar
Equivalent of its Alternative Currency Risk Participation purchased with
respect to each such Revolving Loan (determined at the Spot Rate on the date of
advance of such Revolving Loan) and the applicable Alternative Currency
Participation Payment Date.  Any notice
given by the Alternative Currency Fronting Lender or the Administrative Agent
pursuant to this subsection may be given by telephone if immediately confirmed
in writing; provided that the absence of such an immediate confirmation shall
not affect the conclusiveness or binding effect of such notice.


(iv)          On
the applicable Alternative Currency Participation Payment Date, each
Alternative Currency Participating Lender in the Revolving Loans specified for
funding pursuant to this Section 2.02(f) shall deliver the amount of such
Alternative Currency Participating Lender’s Alternative Currency Risk
Participation with respect to such specific Revolving Loans in Dollars and in
Same Day Funds to the Administrative Agent; 



 36
 









provided, however, that no
Alternative Currency Participating Lender shall be (i) responsible for any
default by any other Alternative Currency Participating Lender in such other
Alternative Currency Participating Lender’s obligation to pay such amount
and/or (ii) required to fund an amount under this Section 2.02(f) that would
exceed the amount of such Revolving Lender’s Revolving Commitment.  Upon receipt of any such amounts from the
Alternative Currency Participating Lenders, the Administrative Agent shall
distribute such Dollar amounts in Same Day Funds to the Alternative Currency
Fronting Lender.


(v)           In
the event that any Alternative Currency Participating Lender fails to make
available to the Administrative Agent the amount of its Alternative Currency
Risk Participation as provided herein, the Administrative Agent shall be
entitled to recover such amount on behalf of the Alternative Currency Fronting
Lender on demand from such Alternative Currency Participating Lender together
with interest at the Overnight Rate for three (3) Business Days and thereafter
at a rate per annum equal to the Default Rate. 
A certificate of the Administrative Agent submitted to any Alternative
Currency Participating Lender with respect to amounts owing hereunder shall be
conclusive in the absence of demonstrable error.


(vi)          In
the event that the Alternative Currency Fronting Lender receives a payment in
respect of any Revolving Loan, whether directly from a Borrower or otherwise,
in which Alternative Currency Participating Lenders have fully funded in
Dollars their purchase of Alternative Currency Risk Participations, the
Alternative Currency Fronting Lender shall promptly distribute to the
Administrative Agent, for its distribution to each such Alternative Currency
Participating Lender, the Dollar Equivalent of such Alternative Currency
Participating Lender’s Alternative Currency Participant’s Share of such payment
in Dollars and in Same Day Funds.  If any
payment received by the Alternative Currency Fronting Lender with respect to
any Revolving Loan in an Alternative Currency made by it shall be required to
be returned by the Alternative Currency Fronting Lender after such time as the
Alternative Currency Fronting Lender has distributed such payment to the Administrative
Agent pursuant to the immediately preceding sentence, each Alternative Currency
Participating Lender that has received a portion of such payment shall pay to
the Alternative Currency Fronting Lender an amount equal to its Alternative
Currency Participant’s Share in Dollars of the amount to be returned; provided,
however, that no Alternative Currency Participating Lender shall be responsible
for any default by any other Alternative Currency Participating Lender in that
other Alternative Currency Participating Lender’s obligation to pay such
amount.


(vii)         Anything
contained herein to the contrary notwithstanding, each Alternative Currency
Participating Lender’s obligation to acquire and pay for its purchase of
Alternative Currency Risk Participations as set forth herein shall be absolute,
irrevocable and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any set-off, counterclaim, recoupment,
defense or other right which such Alternative Currency Participating Lender may
have against the Alternative Currency Fronting Lender, the Administrative
Agent, the Borrower or any other Person 



 37
 









for any reason whatsoever; (ii) the occurrence or
continuance of a Default; (iii) any adverse change in the condition (financial
or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of
this Agreement or any other Loan Document by the Borrower or any other Lender;
or (v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.


(viii)        In
no event shall (i) the Alternative Currency Risk Participation of any
Alternative Currency Participating Lender in any Revolving Loans denominated in
an Alternative Currency pursuant to this Section 2.02(f) be construed as a loan
or other extension of credit by such Alternative Currency Participating Lender
to the Borrower, any Revolving Lender or the Administrative Agent or (ii) this
Agreement be construed to require any Revolving Lender that is an Alternative
Currency Participating Lender with respect to a specific Alternative Currency
to make any Revolving Loans in such Alternative Currency under this Agreement
or under the other Loan Documents, subject to the obligation of each
Alternative Currency Participating Lender to give notice to the Administrative
Agent and the Borrower at any time such Revolving Lender acquires the ability
to make Revolving Loans in such Alternative Currency.


(ix)           The
Administrative Agent shall change a Revolving Lender’s designation from
Alternative Currency Participating Lender to Alternative Currency Funding
Lender with respect to an Alternative Currency for which such Lender previously
has been designated an Alternative Currency Participating Lender, upon receipt
of a written notice to the Administrative Agent and the Borrower from such
Alternative Currency Participating Lender requesting that its designation be so
changed.  Each Alternative Currency
Participating Lender agrees to give such notice to the Administrative Agent and
the Borrower promptly upon its acquiring the ability to make Revolving Loans in
such Alternative Currency.  Schedule
2.02 hereto lists each Alternative Currency Participating Lender as of the
Closing Date in respect of each Alternative Currency.


2.03        Letters of Credit.


(a)           The
Letter of Credit Commitment.


(i)            Subject to the terms and conditions
set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit denominated in Dollars or in one or more Alternative Currencies for the
account of the Borrower or its Subsidiaries, and to amend Letters of Credit
previously issued by it, in accordance with subsection (b) below, and
(2) to honor drawings under the Letters of Credit; and (B) the
Revolving Lenders severally agree to participate in Letters of Credit issued
for the account of the Borrower or its Subsidiaries and any drawings
thereunder; provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (x) the Total Revolving
Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the
aggregate Outstanding Amount of the Committed Revolving Loans of any Revolving
Lender (less, with respect only to the Alternative Currency Fronting
Lender, the 



 38
 









aggregate Alternative Currency Risk Participations in
all Revolving Loans denominated in Alternative Currencies), plus, with respect
only to the Alternative Currency Participating Lenders, such Lender’s
Alternative Currency Risk Participations in Revolving Loans denominated in
Alternative Currencies advanced by the Alternative Currency Fronting Lender for
such Lender, plus such Revolving Lender’s Applicable Percentage of the
Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower
for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed.  The Existing Letters of Credit shall be deemed
to have been issued hereunder, and from and after the Closing Date shall be
subject to and governed by the terms and conditions hereof.


(ii)           The L/C Issuer shall not issue any
Letter of Credit, if:


(A)         the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of
issuance, unless the Required Lenders have approved such expiry date; or


(B)         the expiry date of such requested
Letter of Credit would occur after the Letter of Credit Expiration Date, unless
all the Revolving Lenders have approved such expiry date.


(iii)          The L/C Issuer
shall not be under any obligation to issue any Letter of Credit if:


(A)         any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any Law
applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the
issuance of letters of credit generally or such Letter of Credit in particular
or shall impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not
otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems
material to it;



 39
 









(B)         the issuance of such Letter of Credit
would violate one or more policies of the L/C Issuer;


(C)         except as otherwise agreed by the
Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial
stated amount less than $500,000;


(D)         except as otherwise agreed by the
Administrative Agent and the L/C Issuer, such Letter of Credit is to be
denominated in a currency other than Dollars or an Alternative Currency;


(E)          the L/C Issuer does not as of the
issuance date of such requested Letter of Credit issue Letters of Credit in the
requested currency;


(F)          such Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing
thereunder; or


(G)         a default of any Revolving Lender’s
obligations to fund under Section 2.03(b) exists or any
Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the Borrower or such
Revolving Lender to eliminate the L/C Issuer’s risk with respect to such
Revolving Lender.


(iv)          The L/C Issuer shall not amend any
Letter of Credit if the L/C Issuer would not be permitted at such time to issue
such Letter of Credit in its amended form under the terms hereof.


(v)           The L/C Issuer shall be under no
obligation to amend any Letter of Credit if (A) the L/C Issuer would have
no obligation at such time to issue such Letter of Credit in its amended form
under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


(vi)          The L/C Issuer shall act on behalf of
the Revolving Lenders with respect to any Letters of Credit issued by it and
the documents associated therewith, and the L/C Issuer shall have all of the
benefits and immunities (A) provided to the Administrative Agent in Article IX
with respect to any acts taken or omissions suffered by the L/C Issuer in
connection with Letters of Credit issued by it or proposed to be issued by it
and Issuer Documents pertaining to such Letters of Credit as fully as if the
term “Administrative Agent” as used in Article IX included the L/C
Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.


(b)           Procedures
for Issuance and Amendment of Letters of Credit.


(i)            Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Borrower
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the
form of a Letter of Credit Application, appropriately completed and signed by a
Responsible Officer.  Such Letter of
Credit Application must be received by the L/C 



 40
 









Issuer and the Administrative Agent not later than
11:00 a.m. at least two Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the
case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the requested Letter of Credit
(which shall be a Business Day); (B) the amount thereof, (C) the
expiry date thereof, (D) the name and address of the beneficiary thereof,
(E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented
by such beneficiary in case of any drawing thereunder; (G) the purpose and
nature of the requested Letter of Credit and (H) such other matters as the
L/C Issuer may require.  In the case of a
request for an amendment of any outstanding Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the L/C
Issuer (A) the Letter of Credit to be amended; (B) the proposed date
of amendment thereof (which shall be a Business Day); (C) the nature of
the proposed amendment; and (D) such other matters as the L/C Issuer may
require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit
issuance or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.


(ii)           Promptly after receipt of any Letter
of Credit Application, the L/C Issuer will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a
copy of such Letter of Credit Application from the Borrower and, if not, the
L/C Issuer will provide the Administrative Agent with a copy thereof Unless the
L/C Issuer has received written notice from any Revolving Lender, the
Administrative Agent or the Borrower, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit,
that one or more applicable conditions contained in Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof,
the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower (or the applicable Subsidiary) or enter into the
applicable amendment, as the case may be, in each case in accordance with the
L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter
of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving
Lender’s Applicable Percentage of the Aggregate Revolving Commitments times
the amount of such Letter of Credit.


(iii)          Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the L/C Issuer will also
deliver to the Borrower and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


(iv)          Upon receipt from the beneficiary of
any Letter of Credit of any notice of a drawing under such Letter of Credit,
the L/C Issuer shall notify the Borrower and the 



 41
 









Administrative Agent thereof.  In the case of a Letter of Credit denominated
in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such
Alternative Currency, unless (A) the L/C Issuer (at its option) shall have
specified in such notice that it will require reimbursement in Dollars, or
(B) in the absence of any such requirement for reimbursement in Dollars,
the Borrower shall have notified the L/C Issuer promptly following receipt of
the notice of drawing that the Borrower will reimburse the L/C Issuer in
Dollars.  In the case of any such
reimbursement in Dollars of a drawing under a Letter of Credit denominated in
an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar
Equivalent of the amount of the drawing promptly following the determination
thereof.  Not later than 11:00 a.m.
on the date of any payment by the L/C Issuer under a Letter of Credit to be
reimbursed in Dollars, or the Applicable Time on the date of any payment by the
L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency
(each such date, an “Honor Date”), the Borrower shall reimburse the L/C
Issuer through the Administrative Agent in an amount equal to the amount of
such drawing and in the applicable currency. 
If the Borrower fails to so reimburse the L/C Issuer by such time, the
Administrative Agent shall promptly notify each Lender of the Honor Date, the
amount of the unreimbursed drawing (expressed in Dollars in the amount of the
Dollar Equivalent thereof in the case of a Letter of Credit denominated in an
Alternative Currency) (the “Unreimbursed Amount”), and the amount of
such Lender’s Applicable Percentage thereof. 
In such event, the Borrower shall be deemed to have requested a
Committed Borrowing of Base Rate Committed Revolving Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Committed Revolving Loans, but subject to the
amount of the unutilized portion of the Aggregate Revolving Commitments and the
conditions set forth in Section 4.02 (other than the delivery of a
Committed Loan Notice).  Any notice given
by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(b)(iv) may
be given by telephone if immediately confirmed in writing; provided that
the lack of such an immediate confirmation shall not affect the conclusiveness
or binding effect of such notice.


(v)           Each Lender shall upon any notice
pursuant to Section 2.03(b)(iv) make funds available to the
Administrative Agent for the account of the L/C Issuer, in Dollars, at the
Administrative Agent’s Office for Dollar-denominated payments in an
amount equal to its Applicable Percentage of the Dollar Equivalent of the
Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.03(b)(vi), each Lender that so makes funds
available shall be deemed to have made a Base Rate Committed Revolving Loan to
the Borrower in such amount.  The
Administrative Agent shall remit the funds so received to the L/C Issuer in
Dollars.


(vi)          With respect to any Unreimbursed
Amount that is not fully refinanced by a Committed Borrowing of Base Rate
Committed Revolving Loans because the conditions set forth in Section 4.02
cannot be satisfied or for any other reason, the Borrower shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing 



 42
 









shall be due and payable on demand (together with
interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(b)(v) shall
be deemed payment in respect of its participation in such L/C Borrowing and
shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.


(vii)         Until each Lender funds its Committed
Revolving Loan or L/C Advance pursuant to this Section 2.03(b) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.


(viii)        Each Lender’s obligation to make
Committed Revolving Loans or L/C Advances to reimburse the L/C Issuer for
amounts drawn under Letters of Credit, as contemplated by this Section 2.03(b),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense
or other right which such Lender may have against the L/C Issuer, the Borrower,
any Subsidiary or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Committed Revolving Loans pursuant to
this Section 2.03(b) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Borrower of a Committed
Loan Notice).  No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to
reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer
under any Letter of Credit, together with interest as provided herein.


(ix)           If any Lender fails to make available
to the Administrative Agent for the account of the L/C Issuer any amount
required to be paid by such Lender pursuant to the foregoing provisions of this
Section 2.03(b) by the time specified in Section 2.03(b)(v),
the L/C Issuer shall be entitled to recover from such Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection
with the foregoing.  If such Lender pays
such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Revolving Loan included in the relevant
Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as
the case may be.  A certificate of the
L/C Issuer submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (vi) shall be conclusive
absent manifest error.


(c)           Repayment of Participations.


(i)            At any time after the L/C Issuer has
made a payment under any Letter of Credit and has received from any Lender such
Lender’s L/C Advance in respect of such 



 43
 









payment in accordance with Section 2.03(b),
if the Administrative Agent receives for the account of the L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in
Dollars and in the same funds as those received by the Administrative Agent.


(ii)           If any payment received by the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(b)(iv) is
required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
applicable Overnight Rate from time to time in effect.  The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination
of this Agreement.


(d)           Obligations
Absolute.  The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


(ii)           the existence of any claim,
counterclaim, setoff, defense or other right that the Borrower or any
Subsidiary may have at any time against any beneficiary or any transferee of
such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;


(iii)          any draft, demand, certificate or
other document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;


(iv)          any payment by the L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by the L/C Issuer under such Letter of Credit to any Person purporting to
be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor
to any beneficiary or any transferee of such Letter of Credit, including any
arising in connection with any proceeding under any Debtor Relief Law;



 44















(v)           any adverse change in the relevant
exchange rates or in the availability of the relevant Alternative Currency to
the Borrower or any Subsidiary or in the relevant currency markets generally;
or


(vi)          any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower or any Subsidiary.


The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall be conclusively deemed to
have waived any such claim against the L/C Issuer and its correspondents unless
such notice is given as aforesaid.


(e)           Role
of L/C Issuer.  Each Revolving Lender
and the Borrower agree that, in paying any drawing under a Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other
than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any
such document.  None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Revolving Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Revolving Lenders or the
Required Lenders, as applicable; (ii) any action taken or omitted in the
absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. 
The Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative
Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(d);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit or the L/C Issuer’s payment under
any Letter of Credit without presentation to it of a draft, certificates and/or
other documents that substantially comply with the terms and conditions of the
Letter of Credit.  In furtherance and not
in limitation of the foregoing, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument 



 45
 









transferring or assigning or purporting to transfer or
assign a Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason.


(f)            Cash
Collateral.  (i) Upon the
request of the Administrative Agent, (A) if the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the
Borrower shall, in each case, immediately Cash Collateralize the then
Outstanding Amount of all L/C Obligations.


(ii)           In addition, if the Administrative
Agent notifies the Borrower at any time that the Outstanding Amount of all L/C
Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in
effect, then, within two Business Days after receipt of such notice, the
Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the
amount by which the Outstanding Amount of all L/C Obligations exceeds the
Letter of Credit Sublimit; provided that such Cash Collateral shall be
refunded to the Borrower when the Outstanding Amount of all L/C Obligations is
less than 105% of the Letter of Credit Sublimit then in effect.


(iii)          The Administrative Agent may, at any
time and from time to time after the initial deposit of Cash Collateral,
request that additional Cash Collateral be provided in order to protect against
the results of exchange rate fluctuations.


(iv)          Sections 2.06 and 8.02(c) set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03,
Section 2.06 and Section 8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant
to documentation in form and substance satisfactory to the Administrative Agent
and the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have
corresponding meanings.  The Borrower
hereby grants to the Administrative Agent, for the benefit of the L/C Issuer
and the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.


(g)           Applicability
of ISP.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued,
the rules of the ISP shall apply to each Letter of Credit.


(h)           Letter
of Credit Fees.  The Borrower shall
pay to the Administrative Agent for the account of each Revolving Lender in
accordance with its Applicable Percentage in Dollars a Letter of Credit fee
(the “Letter of Credit Fee”) for each Letter of Credit equal to the
Applicable Rate times the Dollar Equivalent of the daily amount available to be
drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.09. 
Letter of Credit Fees shall be (i) computed on a quarterly basis in
arrears and (ii) due and payable 



 46
 









on the first Business Day after the end of each
calendar quarter, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand.  If there is any
change in the Applicable Rate during any quarter, the daily amount available to
be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. 
Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter
of Credit Fees shall accrue at the Default Rate.


(i)            Fronting
Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrower shall pay directly to the L/C
Issuer for its own account, in Dollars, a fronting fee per annum with respect
to each Letter of Credit, equal to the greater of (i) the rate per annum
of 12.5 basis points of the face amount of the Letter of Credit, in each case
computed on the Dollar Equivalent of the daily amount available to be drawn
under such Letter of Credit and (ii) $1,250 per annum.  The amount of such fronting fees shall be
determined on a quarterly basis in arrears, and due and payable on the first
Business Day after the end of each calendar quarter, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter
of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of
Credit shall be determined in accordance with Section 1.09.  In addition, the Borrower shall pay directly
to the L/C Issuer for its own account, in Dollars, the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time
in effect.  Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.


(j)            Conflict
with Issuer Documents.  In the event
of any conflict between the terms hereof and the terms of any Issuer Document,
the terms hereof shall control.


(k)           Letters
of Credit Issued for Subsidiaries. 
Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Subsidiary,
the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any
and all drawings under such Letter of Credit. 
The Borrower hereby acknowledges that the issuance of Letters of Credit
for the account of Subsidiaries inures to the benefit of the Borrower, and that
the Borrower’s business derives substantial benefits from the businesses of
such Subsidiaries.


(l)            Outstanding
Letters of Credit.  The L/C Issuer
shall deliver to the Administrative Agent, for distribution to the Revolving
Lenders, an accounting of all Letters of Credit outstanding as of the end of
each fiscal quarter of the Borrower.


2.04        Swing Line Loans.


(a)           The
Swing Line.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.04, to
make loans (each such loan, a “Swing Line Loan”) in Dollars to the
Borrower from time to time on any Business Day during the Availability Period
in an aggregate amount not to exceed at any time outstanding the amount of the
Swing Line Sublimit, notwithstanding 



 47
 









the fact that such Swing Line Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Committed Revolving
Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender,
may exceed the amount of such Revolving Lender’s Revolving Commitment; provided,
however, that after giving effect to any Swing Line Loan, (i) the
Total Revolving Outstandings shall not exceed the Aggregate Revolving
Commitments, (ii) the aggregate Outstanding Amount of the Committed
Revolving Loans of any Revolving Lender (less, with respect only to the
Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk
Participations in all Revolving Loans denominated in Alternative Currencies), plus,
with respect only to the Alternative Currency Participating Lenders, such
Lender’s Alternative Currency Risk Participations in Revolving Loans denominated
in Alternative Currencies advanced by the Alternative Currency Fronting Lender
for such Lender, plus such Revolving Lender’s Applicable Percentage of
the Outstanding Amount of all L/C Obligations, plus such Revolving
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the
Outstanding Amount of the Swing Line Loans shall not exceed the Swing Line
Sublimit and (iv) the Borrower shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan.  Within the foregoing limits, and subject to
the other terms and conditions hereof, the Borrower may borrow under this Section 2.04,
prepay under Section 2.06, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate
Loan.  Immediately upon the making of a
Swing Line Loan, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender
a risk participation in such Swing Line Loan in an amount equal to the product
of such Revolving Lender’s Applicable Percentage times the amount of
such Swing Line Loan.


(b)           Borrowing
Procedures.  Each Swing Line
Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing
Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day. 
Each such telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender and the Administrative Agent of a written Swing Line Loan
Notice, appropriately completed and signed by a Responsible Officer.  Promptly after receipt by the Swing Line
Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Loan Notice and, if not,
the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Lender) prior to 2:00 p.m. on the date of the proposed
Swing Line Borrowing (A) directing the Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the first proviso
to the first sentence of Section 2.04(a), or (B) that one or
more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, the Swing
Line Lender will, not later than 3:00 p.m. on the borrowing date specified
in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the Borrower at its office by crediting the account of the
Borrower on the books of the Swing Line Lender in Same Day Funds.



 48
 









(c)           Refinancing
of Swing Line Loans.


(i)            The Swing Line Lender at any time in
its sole and absolute discretion may request, on behalf of the Borrower (which
hereby irrevocably authorizes the Swing Line Lender to so request on its
behalf), that each Revolving Lender make a Base Rate Committed Revolving Loan
in an amount equal to such Revolving Lender’s Applicable Percentage of the
amount of Swing Line Loans then outstanding. 
Such request shall be made in writing (which written request shall be
deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the
minimum and multiples specified therein for the principal amount of Base Rate
Committed Revolving Loans, but subject to the unutilized portion of the
Aggregate Revolving Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the
Borrower with a copy of the applicable Committed Loan Notice promptly after delivering
such notice to the Administrative Agent. 
Each Revolving Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Committed Loan Notice available to
the Administrative Agent in Same Day Funds for the account of the Swing Line
Lender at the Administrative Agent’s Office for Dollar-denominated payments not
later than 1:00 p.m. on the day specified in such Committed Loan Notice,
whereupon, subject to Section 2.04(c)(ii), each Revolving Lender
that so makes funds available shall be deemed to have made a Base Rate
Committed Revolving Loan to the Borrower in such amount.  The Administrative Agent shall remit the
funds so received to the Swing Line Lender.


(ii)           If for any reason any Swing Line Loan
cannot be refinanced by such a Base Rate Committed Revolving Loan in accordance
with Section 2.04(c)(i), the request for Base Rate Committed
Revolving Loans submitted by the Swing Line Lender as set forth herein shall be
deemed to be a request by the Swing Line Lender that each of the Revolving
Lenders fund its risk participation in the relevant Swing Line Loan and each
Revolving Lender’s payment to the Administrative Agent for the account of the
Swing Line Lender pursuant to Section 2.04(c)(i) shall be
deemed payment in respect of such participation.


(iii)          If any Revolving Lender fails to make
available to the Administrative Agent for the account of the Swing Line Lender
any amount required to be paid by such Revolving Lender pursuant to the
foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be
entitled to recover from such Revolving Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the Swing Line Lender at a rate per annum equal to
the applicable Overnight Rate from time to time in effect, plus any
administrative, processing or similar fees customarily charged by the Swing
Line Lender in connection with the foregoing. 
If such Revolving Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender’s Committed
Revolving Loan included in the relevant Committed Borrowing or funded
participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with 



 49
 









respect to any amounts owing under this
clause (iii) shall be conclusive absent manifest error.


(iv)          Each Revolving Lender’s obligation to
make Committed Revolving Loans or to purchase and fund risk participations in
Swing Line Loans pursuant to this Section 2.04(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right
which such Revolving Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence
or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender’s obligation to make Committed Revolving Loans
pursuant to this Section 2.04(c) is subject to the conditions
set forth in Section 4.02. 
No such funding of risk participations shall relieve or otherwise impair
the obligation of the Borrower to repay Swing Line Loans, together with
interest as provided herein.


(d)           Repayment
of Participations.


(i)            At any time after any Revolving
Lender has purchased and funded a risk participation in a Swing Line Loan, if
the Swing Line Lender receives any payment on account of such Swing Line Loan,
the Swing Line Lender will distribute to such Revolving Lender its Applicable
Percentage thereof in the same funds as those received by the Swing Line
Lender.


(ii)           If any payment
received by the Swing Line Lender in respect of principal or interest on any
Swing Line Loan is required to be returned by the Swing Line Lender under any
of the circumstances described in Section 10.05 (including pursuant
to any settlement entered into by the Swing Line Lender in its discretion),
each Revolving Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the applicable Overnight Rate. 
The Administrative Agent will make such demand upon the request of the
Swing Line Lender.  The obligations of
the Revolving Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement.


(e)           Interest
for Account of Swing Line Lender. 
The Swing Line Lender shall be responsible for invoicing the Borrower
for interest on the Swing Line Loans. 
Until each Revolving Lender funds its Base Rate Committed Revolving Loan
or risk participation pursuant to this Section 2.04 to refinance
such Revolving Lender’s Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.


(f)            Payments
Directly to Swing Line Lender.  The
Borrower shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.



 50
 









2.05        Negotiated Rate Loans.


(a)           Negotiated
Rate Loans.  Subject to the terms and
conditions set forth herein, each Revolving Lender, severally and for itself
alone, may (but is not obligated to) make one or more loans (each such loan, a “Negotiated
Rate Loan”) to the Borrower from time to time on any Business Day during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Negotiated Rate Sublimit, notwithstanding the
fact that such Negotiated Rate Loans, when aggregated with the Applicable
Percentage of the Outstanding Amount of Committed Revolving Loans and L/C
Obligations of such Lender may exceed the amount of such Lender’s Revolving
Commitment; provided, that Total Revolving Outstandings shall not exceed
the Aggregate Revolving Commitments; and, provided  further, that
Negotiated Rate Loans shall be available to the Borrower for periods of one day
to 180 days, so long as both the corporate rating of the Borrower by S&P is
BBB- or better and the senior implied rating of the Borrower by Moody’s
is Baa3 or better.  It is understood that
should a Lender make a Negotiated Rate Loan it shall not relieve such Lender
from its obligation to make its pro rata share of any future Committed
Revolving Loan even if after making such Committed Revolving Loan the
Outstanding Amount of Committed Revolving Loans and L/C Obligations of such
Lender, together with the Outstanding Amount of its Negotiated Rate Loans,
exceeds the amount such Lender’s Revolving Commitment.


(b)           Procedure for Negotiated Rate Loans.  The Borrower may, from time to time, approach
one or more of the Lenders to determine whether such Lender or Lenders will
make one or more Negotiated Rate Loans. 
The Borrower and any Lender or Lenders shall, if each of them in their
sole discretion elects to do so, agree to enter into one or more Negotiated
Rate Loans as part of such proposed Negotiated Rate Borrowing on mutually
agreed-upon terms, including the Interest Period with respect thereto,
and notify the Administrative Agent by delivering a written Negotiated Rate
Loan Notice from the Borrower and the Lender or Lenders proposing to make
Negotiated Rate Loans before 12:00 Noon on the date of the funding of such
Negotiated Rate Loan, which shall be a Business Day (the “Negotiated Rate
Funding Date”).  Such Negotiated Rate
Loan Notice shall specify the amount of each Negotiated Rate Loan that such
Lender or Lenders will make as part of such proposed Negotiated Rate Borrowing,
the Negotiated Rate Funding Date, the date or dates of maturity thereof, which
date or dates may not occur after the Revolving Maturity Date, the rate or
rates of interest applicable thereto and all other terms thereof Each
Negotiated Rate Loan shall be made pursuant to a Negotiated Rate Loan
Notice.  In lieu of delivering the
written Negotiated Rate Loan Notice described above, the Borrower may give the
Administrative Agent telephonic notice of any Negotiated Rate Borrowing by the
time required under this clause (a), provided that such telephonic
notice shall be confirmed by delivery of a written Negotiated Rate Loan Notice
to the Administrative Agent by no later than 2:00 p.m., on the date of
such telephonic notice.


(c)           Funding of Negotiated Rate Loans.  No later than 2:00 p.m. on the
Negotiated Rate Funding Date, each applicable Lender will make available to the
Administrative Agent in dollars and immediately available funds at the office
of the Administrative Agent at its address set forth on the signature pages
hereof the Negotiated Rate Loan, if any, to be made by such Lender as part of
the Negotiated Rate Borrowing to be made on such date in the manner provided
above.  Upon receipt by the Administrative
Agent of all such funds, the Administrative 



 51
 









Agent shall disburse to the Borrower on such date such
Negotiated Rate Loan in like funds at the Borrower’s account specified in the
relevant Negotiated Rate Loan Notice. 
The Administrative Agent may, but shall not be required to, advance on
behalf of any Lender such Lender’s Negotiated Rate Loan on the date a
Negotiated Rate Loan is made unless such Lender shall have notified the
Administrative Agent prior to such date that it does not intend to make
available such Negotiated Rate Loan on such date.  If the Administrative Agent makes such
advance, the Administrative Agent shall be entitled to recover such amount on
demand from the Lender on whose behalf such advance was made, and if such
Lender does not pay the Administrative Agent the amount of such advance on
demand, the Borrower shall promptly repay such amount to the Administrative
Agent.  Until such amount is repaid to
the Administrative Agent by such Lender or the Borrower, such advance shall be
deemed for all purposes to be a Negotiated Rate Loan made by the Administrative
Agent.  In such event, if a Lender has
not in fact made its share of the applicable Negotiated Rate Loan 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 in immediately available funds 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 (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (B) in the case of a
payment to be made by the Borrower, the interest rate applicable to Base Rate
Loans.  If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period.  Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.


2.06        Prepayments.


(a)           The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time, voluntarily prepay Committed Revolving Loans in whole or in part
without premium or penalty; provided that (i) such notice must be
received by the Administrative Agent not later than 11:00 a.m.
(A) three Business Days prior to any date of prepayment of Eurocurrency
Rate Loans denominated in Dollars, (B) four Business Days (or five
Business Days, in the case of prepayment of Loans denominated in Special Notice
Currencies) prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Alternative Currencies and (C) on the date of prepayment of
Base Rate Committed Revolving Loans; (ii) any prepayment of Eurocurrency
Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000
or a whole multiple of $100,000 in excess thereof, (iii) any prepayment of
Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a
minimum principal amount the Dollar Equivalent of which is $5,000,000 or a
whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of
Base Rate Committed Revolving Loans shall be in a principal amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Revolving Loans to be
prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest
Period(s) of such Loans.  The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of 



 52
 









the amount of such Lender’s Applicable Percentage of
such prepayment (including, in the event such prepayment is of a Revolving Loan
denominated in an Alternative Currency, each Alternative Currency Funding
Lender’s Alternative Currency Funding Applicable Percentage of such
payment).  If such notice is given by the
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a
Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each prepayment shall be made ratably among
the Lenders in accordance with the Applicable Percentages.


(b)           The Borrower may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on
the date of the prepayment, and (ii) any such prepayment shall be in a
minimum principal amount of $100,000. 
Each such notice shall specify the date and amount of such
prepayment.  If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.


(c)           The Borrower may, upon notice to the Administrative Agent,
at any time or from time to time voluntarily prepay Negotiated Rate Loans in
whole or in part without premium or penalty (unless the Borrower and the
applicable Lender have otherwise agreed, in which case such Loan may be prepaid
in accordance with such agreement); provided that (i) such notice
must be received by the Administrative Agent not later than 11:00 a.m. on
the requested date of prepayment of such Negotiated Rate Loans; (ii) the
Lender or Lenders making the Negotiated Rate Loan have consented to such
prepayment; and (iii) unless agreed to by the applicable Lender and the
Administrative Agent (such consent not to be unreasonably withheld), any
prepayment of Negotiated Rate Loans shall be in a principal amount of $500,000
or a whole multiple of $100,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. 
Each such notice shall specify the date and amount of such
prepayment.  The Administrative Agent
will promptly notify each applicable Lender of its receipt of each such notice,
and of the amount of such Lender’s Applicable Percentage of such
prepayment.  If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a Negotiated
Rate Loan shall be accompanied by all accrued interest on the amount prepaid,
together with any additional amounts as may be agreed to by the Borrower and
the Lender or Lenders making such Negotiated Rate Loan.


(d)           If the Administrative Agent notifies the Borrower at any
time that (i) the Total Revolving Outstandings at such time exceed an amount
equal to 105% of the Aggregate Revolving Commitments then in effect,
(ii) the L/C Obligations at any time exceed the Letter of Credit Sublimit
then in effect, (iii) the Swing Line Loans outstanding at any time exceed
the Swing Line Sublimit then in effect; (iv) the Negotiated Rate Loans
outstanding at any time exceed the Negotiated Rate Sublimit then in effect, or
(v) the Outstanding Amount of all Loans denominated in Alternative Currencies
at such time exceeds an amount equal to 105% of the Alternative Currency
Sublimit then in effect, the Borrower shall immediately prepay Committed 



 53
 









Revolving Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess; provided, however,
that the Borrower shall not be required to Cash Collateralize the L/C
Obligations pursuant to this Section 2.06(d)(i) unless after
the prepayment in full of the Committed Revolving Loans, the Swing Line Loans
and the Negotiated Rate Loans, the Total Revolving Outstandings exceed the Aggregate
Revolving Commitments then in effect.


2.07        Termination or Reduction of Revolving
Commitments.


(a)           Unless
previously terminated, the Revolving Commitments will terminate on the
Revolving Maturity Date.


(b)           The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Revolving Commitments, or from time to time permanently reduce the Aggregate
Revolving Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 12:00 Noon five Business
Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $5,000,000 or any whole multiple
of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or
reduce the Aggregate Revolving Commitments if, after giving effect thereto and
to any concurrent prepayments hereunder, (A) the Total Revolving
Outstandings would exceed the Aggregate Revolving Commitments, (B) the
Outstanding Amount of Letters of Credit would exceed the Letter of Credit
Sublimit, (C) the Outstanding Amount of Swing Line Loans would exceed the
Swing Line Sublimit, (D) the Outstanding Amount of Negotiated Rate Loans
would exceed the Negotiated Rate Sublimit or (E) the Outstanding Amount of all
Loans denominated in Alternative Currencies exceeds an amount equal to 105% of
the Alternative Currency Sublimit.  The
Administrative Agent will promptly notify the Revolving Lenders of any such
notice of termination or reduction of the Aggregate Revolving Commitments.  The amount of any such Aggregate Revolving
Commitment reduction shall not be applied to the Alternative Currency Sublimit
or the Letter of Credit Sublimit unless otherwise specified by the
Borrower.  Any reduction of the Aggregate
Revolving Commitments shall be applied to the Revolving Commitment of each
Revolving Lender according to its Applicable Percentage.  All fees accrued until the effective date of
any termination of the Aggregate Revolving Commitments shall be paid on the
effective date of such termination.


2.08        Repayment.


(a)           The
Borrower shall repay to the Revolving Lenders on the Revolving Maturity Date,
unless accelerated sooner pursuant to Section 8.02, the entire
outstanding principal balance of all Committed Revolving Loans, Swing Line
Loans, Negotiated Rate Loans and all L/C Obligations, together with accrued but
unpaid interest, fees and all other sums with respect thereto.


(b)           The
Borrower shall repay each Swing Line Loan on the earlier to occur of
(i) the date five Business Days after such Loan is made and (ii) the
Revolving Maturity Date.



 54
 









2.09        Interest.


(a)           Applicable
Interest.  Subject to the provisions
of subsection (b) below, (i) each Eurocurrency Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the Eurocurrency Rate for such Interest
Period plus the Applicable Rate plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost;
(ii) each Base Rate Committed Revolving Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate plus the Applicable Rate;
(iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate and (iv) each
Negotiated Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the amount agreed
to between the Borrower and the Lender as set forth in the Negotiated Rate Loan
Notice.


(b)           Default
Interest.


(i)            If any amount of principal of any
Loan is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.


(ii)           If any amount (other than principal
of any Loan) payable by the Borrower under any Loan Document is not paid when
due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


(iii)          Upon the request of the Required
Lenders, while any Event of Default exists, the Borrower shall pay interest on
the principal amount of all outstanding Obligations hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws.


(iv)          Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable
upon demand.


(c)           Interest
Payment Date.  Interest on each Loan
shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein.  Interest hereunder shall be due and payable
in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law.



 55
 









(d)           Interest
Act (Canada).  For the purposes of
the Interest Act (Canada), (i) whenever a rate of interest or fee rate
hereunder is calculated on the basis of a year (the “deemed year”) that
contains fewer days than the actual number of days in the calendar year of
calculation, such rate of interest or fee rate shall be expressed as a yearly
rate by multiplying such rate of interest or fee rate by the actual number of
days in the calendar year of calculation and dividing it by the number of days
in the deemed year, (ii) the principle of deemed reinvestment of interest
shall not apply to any interest calculation hereunder and (iii) the rates
of interest stipulated herein are intended to be nominal rates and not effective
rates or yields.


(e)           Alternative Currency Fronting
Lender.  Interest on any Revolving
Loan in an Alternative Currency advanced by the Alternative Currency Fronting
Lender shall be for the benefit of the Alternative Currency Fronting Lender,
and not any Alternative Currency Participating Lender, until the applicable
Alternative Currency Participating Lender has funded its participation therein
to the Alternative Currency Fronting Lender.


2.10        Fees.


In addition to certain fees described in
subsections (i) and (j) of Section 2.03:


(a)           Facility Fee.  The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its
Applicable Percentage, a facility fee in Dollars equal to the Facility Fee Rate
times the actual daily amount of the Aggregate Revolving Commitments
(or, if the Aggregate Revolving Commitments have terminated, on the Outstanding
Amount of all Committed Revolving Loans, Swing Line Loans, Negotiated Rate
Loans and L/C Obligations), regardless of usage.  The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed
Revolving Loans, Swing Line Loans, Negotiated Rate Loans or L/C Obligations
remain outstanding), including at any time during which one or more of the conditions
in Article IV is not met, and shall be due and payable quarterly in
arrears (calculated on a 360-day basis) on the last Business Day of each
calendar quarter, commencing with the first such date to occur after the
Closing Date, and on the Revolving Maturity Date (and, if applicable,
thereafter on demand).  The facility fee
shall be calculated quarterly in arrears, and if there is any change in the
Facility Fee Rate during any quarter, the actual daily amount shall be computed
and multiplied by the Facility Fee Rate separately for each period during such
quarter that such Facility Fee Rate was in effect.


(b)           Other Fees.


(i)            The Borrower shall pay to the
Arrangers and the Administrative Agent for their own respective accounts, in
Dollars, fees in the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


(ii)           The Borrower shall pay to the
Lenders, in Dollars, such fees as shall have been separately agreed upon in
writing in the amounts and at the times 



 56
 









so specified. 
Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.


(c)           Alternative Currency Fronting Fee.  The Borrower shall pay directly to the
Alternative Currency Fronting Lender, for its own account, in Dollars, a
fronting fee with respect to the portion of each Committed Borrowing in an
Alternative Currency advanced by such Alternative Currency Fronting Lender for
an Alternative Currency Participating Lender (but excluding the portion of such
advance constituting the Alternative Currency Fronting Lender’s Applicable
Percentage of such Committed Borrowing as an Alternative Currency Funding
Lender), equal to 0.125% times such portion of such Committed Borrowing,
computed on the Dollar Equivalent of such Committed Borrowing, such fee to be
payable on the date of such Committed Borrowing.


2.11        Computation of Interest and Fees.


All computations of interest for Base Rate Loans
when the Base Rate is determined by Bank of America’s “prime rate” shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual
days elapsed.  All other computations of
fees and interest shall be made on the basis of a 360-day year and actual
days elapsed (which results in more fees or interest, as applicable, being paid
than if computed on the basis of a 365-day year), or, in the case of
interest in respect of Committed Revolving Loans denominated in Alternative
Currencies as to which market practice differs from the foregoing, in
accordance with such market practice. 
Interest shall accrue on each Loan for the day on which the Loan is
made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.13(a),
bear interest for one day.  Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


2.12        Evidence of Debt.


(a)           The
Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent
in the ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender
shall be conclusive absent manifest error of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters,
the accounts and records of the Administrative Agent shall control in the
absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.



 57
 









(b)           In
addition to the accounts and records referred to in subsection (a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.


2.13        Payments Generally; Administrative
Agent’s Clawback.


(a)           General.  All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent’s Office in Dollars and in Same Day Funds not later than
2:00 p.m. on the date specified herein. 
Except as otherwise expressly provided herein, all payments by the
Borrower hereunder with respect to principal of and interest on Loans
denominated in an Alternative Currency shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed,
at the applicable Administrative Agent’s Office in such Alternative Currency
and in Same Day Funds not later than the Applicable Time specified by the
Administrative Agent on the dates specified herein.  Without limiting the generality of the
foregoing, the Administrative Agent may require that any payments due under
this Agreement be made in the United States. 
If, for any reason, the Borrower is prohibited by any Law from making
any required payment hereunder in an Alternative Currency, the Borrower shall
make such payment in Dollars in an amount equal to the Dollar Equivalent of the
Alternative Currency payment amount.  The
Administrative Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein, including without
limitation the Alternative Currency Fronting Lender’s Alternative Currency
Funding Applicable Percentage of any payment made with respect to any Revolving
Loan as to which any Alternative Currency Participating Lender has not funded
its Alternative Currency Risk Participation) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative
Agent (i) after 2:00 p.m., in the case of payments in Dollars, or
(ii) after the Applicable Time specified by the Administrative Agent in
the case of payments in an Alternative Currency, shall in each case be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.  If any payment
to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.


(b)           (i)            Funding
by Lenders; Presumption by Administrative Agent.  Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Committed
Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed
Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed
Borrowing) that such Lender will not make available to the Administrative Agent
such Lender’s share of such Committed Borrowing, the Administrative Agent may 



 58
 









assume that such Lender has
made such share available on such date in accordance with Section 2.02
(or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender
has made such share available in accordance with and at the time required by Section 2.02)
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 Committed 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 in Same Day Funds 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 (A) in
the case of a payment to be made by such Lender, the Overnight Rate plus any
administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing, and (B) in the case of a payment
to be made by the Borrower, the interest rate applicable to Base Rate
Loans.  If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period.  If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Committed Revolving Loan included in such
Committed Borrowing.  Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against
a Lender that shall have failed to make such payment to the Administrative
Agent.


(ii)           Payments by the Borrower;
Presumptions by Administrative Agent. 
Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent
for the account of the Lenders or the L/C Issuer 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 or the L/C Issuer, as
the case may be, the amount due.  In such
event, if the Borrower has not in fact made such payment, then each of the
Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in Same Day Funds 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 Overnight Rate.


A notice of the Administrative Agent to any Lender
or the Borrower with respect to any amount owing under this
subsection (b) shall be conclusive, absent manifest error.


(c)           Failure
to Satisfy Conditions Precedent.  If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in Article IV
are not satisfied or waived in accordance with the terms hereof, the
Administrative 



 59
 









Agent shall return such funds (in like funds as
received from such Lender) to such Lender, without interest.


(d)           Obligations
of Lenders Several.  The obligations
of the Lenders hereunder to make Committed Revolving Loans (including Revolving
Loans denominated in Alternative Currencies in the event they are Alternative
Currency Funding Lenders), to fund participations in Letters of Credit and
Swing Line Loans, to make payments pursuant to Section 10.04(c) and
to fund Alternative Currency Risk Participations (if they are Alternative
Currency Participating Lenders) are several and not joint.  The failure of any Lender to make any
Committed Revolving Loan (including Revolving Loans denominated in an
Alternative Currency in the event it is an Alternative Currency Funding
Lender), to fund any such participation or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed
Revolving Loan (including Revolving Loans denominated in an Alternative
Currency in the event it is an Alternative Currency Funding Lender), to
purchase its participation or to make its payment under Section 10.04(c).


(e)           Funding
Source.  Nothing herein shall be
deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan in any particular place
or manner.


2.14        Sharing
of Payments by Lenders.


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 the Committed Revolving Loans made by it, the
participations in L/C Obligations or in Swing Line Loans or the Alternative
Currency Risk Participations held by it (but not including any amounts applied
by the Alternative Currency Fronting Lender to Revolving Loans prior to the
funding of risk participations therein) resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of such Committed Revolving
Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact,
and (b) purchase (for cash at face value) participations in the Committed
Revolving Loans and subparticipations in L/C Obligations, Swing Line Loans and Alternative
Currency Risk Participations of the other Lenders, or make such other
adjustments as shall be equitable, 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 Committed Revolving
Loans and other amounts owing them, provided that:


(i)            if any such participations or
subparticipations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations or subparticipations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest; and



 60
 









(ii)           the provisions of this
Section shall not be construed to apply to (x) any payment made by the
Borrower pursuant to and in accordance with the express terms of this Agreement
or (y) any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its Committed Revolving Loans or
subparticipations in L/C Obligations or Swing Line Loans to any assignee or
participant, other than to the Borrower or any Subsidiary thereof (as to which
the provisions of this Section shall apply).


The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so 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.


2.15        Extension of Maturity Date.


(a)           Requests
for Extension.  The Borrower may, by
notice to the Administrative Agent (who shall promptly notify the Lenders) not
earlier than 90 days and not later than 60 days prior to the Initial Maturity
Date, request that each Lender extend such Lender’s Maturity Date for an
additional year from the Initial Maturity Date.


(b)           Lender
Elections to Extend.  Each Lender,
acting in its sole and individual discretion, shall, by notice to the
Administrative Agent given not earlier than 75 days prior to the Initial Maturity
Date and not later than the date (the “Notice Date”) that is 45 days
prior to the Initial Maturity Date, advise the Administrative Agent whether or
not such Lender agrees to such extension (and each Lender that determines not
to so extend its Maturity Date (a “Non-Extending Lender”) shall
notify the Administrative Agent of such fact promptly after such determination
(but in any event no later than the Notice Date) and any Lender that does not
so advise the Administrative Agent on or before the Notice Date shall be deemed
to be a Non-Extending Lender.  The
election of any Lender to agree to such extension shall not obligate any other
Lender to so agree.


(c)           Notification
by Administrative Agent.  The
Administrative Agent shall notify the Borrower of each Lender’s determination
under this Section no later than the date 40 days prior to the Initial
Maturity Date (or, if such date is not a Business Day, on the next preceding
Business Day).


(d)           Additional
Commitment Lenders.  The Borrower
shall have the right to replace each Non-Extending Lender with, and add
as “Lenders” under this Agreement in place thereof, one or more Eligible
Assignees (each, an “Additional Commitment Lender”) as provided in Section 10.13;
provided that each of such Additional Commitment Lenders shall enter
into an Assignment and Assumption pursuant to which such Additional Commitment
Lender shall, effective as of the Initial Maturity Date, undertake a Revolving
Commitment (and, if any such Additional Commitment Lender is already a Lender,
its Revolving Commitment shall be in addition to such Lender’s Revolving
Commitment hereunder on such date).



 61














(e)           Minimum
Extension Requirement.  If (and only
if) the total of the Revolving 
Commitments of the Lenders that have agreed so to extend their Maturity
Date (each, an “Extending Lender”) and the additional Revolving
Commitments of the Additional Commitment Lenders shall be more than 50% of the
aggregate amount of the Revolving Commitments in effect immediately prior to
the Initial Maturity Date, then, effective as of the Initial Maturity Date, the
Revolving Maturity Date of each Extending Lender and of each Additional
Commitment Lender shall be extended to the date falling one  year after the Initial Maturity Date (except
that, if such date is not a Business Day, such Maturity Date as so extended
shall be the next preceding Business Day) and each Additional Commitment Lender
(if not already a Lender) shall thereupon become a “Lender” for all purposes of
this Agreement.


(f)            Conditions
to Effectiveness of Extensions.  As a
condition precedent to such extension, (a) the Borrower shall deliver to the
Administrative Agent a certificate of the Borrower dated as of the Initial
Maturity Date (in sufficient copies for each Extending Lender and each
Additional Commitment Lender) signed by a Responsible Officer
(i) certifying and attaching the resolutions adopted by the Borrower
approving or consenting to such extension and (ii) certifying that, before and
after giving effect to such extension, (A) the representations and
warranties contained in Article V and the other Loan Documents are
true and correct on and as of the Initial Maturity Date, except to the extent
that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct as of such earlier date, and except
that for purposes of this Section 2.15, the representations and
warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01
and (B) no Default exists and (b) the Borrower shall pay to the
Extending Lenders and the Additional Commitment Lenders on the Initial Maturity
Date a fee (to be shared among the Extending Lenders and the Additional
Commitment Lenders based upon their pro  rata share of the
Aggregate Revolving Commitments) equal to the product of (i) 0.15%
multiplied by (ii) the then Aggregate Revolving Commitments.  In addition, on the Revolving Maturity Date
of each Non-Extending Lender, the Borrower shall (x) repay the Loans of
such Non-Extending Lender outstanding on such date (and pay any additional
amounts required pursuant to Section 3.05) and (y) prepay any Committed
Revolving Loans of each Extending Lender outstanding on such date (and pay any
additional amounts required pursuant to Section 3.05) and/or borrow
from each Additional Commitment Lender, on a non-pro rata basis with the
Extending Lenders, to the extent necessary to keep outstanding Committed
Revolving Loans ratable with any revised Applicable Percentages of the
respective Lenders effective as of such date.


(g)           Conflicting
Provisions.  This Section shall
supersede any provisions in Section 2.02(b), 2.14 or 10.01
to the contrary.


2.16        Increase in
Revolving Commitments.


(a)           Request
for Increase.  From time to time, the
Borrower shall have the right to increase the Aggregate Revolving Commitments; provided
that (i) no Default exists and is continuing, (ii) each increase must
be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000
in excess thereof, and (iii) the Aggregate Revolving Commitments cannot be
increased to an amount in excess of $2,000,000,000 less the amount of any
permanent reductions in the Commitments under Section 2.07(b).  At the time of sending such notice, the 



 62
 








Borrower (in consultation with the Administrative Agent) shall specify
the time period within which each Revolving Lender is requested to respond
(which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Revolving Lenders).


(b)           Lender Elections to Increase.  Each Revolving Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Revolving Commitment and, if so, whether by an amount equal to,
greater than, or less than its Applicable Percentage of such requested increase.  Any Revolving Lender not responding within
such time period shall be deemed to have declined to increase its Revolving
Commitment.  Any such increase shall be
syndicated on a best efforts basis and no Lender shall be required to increase
its Revolving Commitment to facilitate such increase.


(c)           Notification by Administrative Agent; Additional
Lenders.  The Administrative Agent
shall notify the Borrower and each Revolving Lender of the Revolving Lenders’
responses to each request made hereunder. 
To achieve the full amount of a requested increase and subject to the
approval of the Administrative Agent and the L/C Issuer (which approvals shall
not be unreasonably withheld), the Borrower may also invite additional Eligible
Assignees to become Revolving Lenders pursuant to a joinder agreement in form
and substance satisfactory to the Administrative Agent and its counsel.


(d)           Effective Date and Allocations.  If the Aggregate Revolving Commitments are
increased in accordance with this Section, the Administrative Agent and the
Borrower shall determine the effective date (the “Increase Effective Date”)
and the final allocation of such increase. 
The Administrative Agent shall promptly notify the Borrower and the
Revolving Lenders of the final allocation of such increase and the Increase
Effective Date.


(e)           Conditions to Effectiveness of Increase.  As a condition precedent to such increase,
the Borrower shall deliver to the Administrative Agent a certificate of the
Borrower dated as of the Increase Effective Date signed by a Responsible
Officer (i) certifying and attaching the resolutions adopted by the
Borrower approving or consenting to such increase, and (ii) certifying
that, before and after giving effect to such increase, (A) the
representations and warranties contained in Article V and the other
Loan Documents are true and correct on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section, the representations
and warranties contained in subsections (a) and (b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01, and
(B) no Default exists.  The Borrower
shall prepay any Committed Revolving Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Revolving Loans
ratable with any revised Applicable Percentages arising from any non-ratable
increase in the Revolving Commitments under this Section and shall provide
a Note to any new Revolving Lender joining in the Increase Effective Date, if
requested.


(f)            Conflicting Provisions.  This Section shall supersede any
provisions in Sections 2.14 or 10.01 to the contrary.



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(g)           Fees.  The
Borrower shall pay such fees to the Administrative Agent, for its own account
and for the benefit of the Revolving Lenders providing such additional
Revolving Commitments, as determined at the time of such increase.


ARTICLE III


TAXES, YIELD PROTECTION AND ILLEGALITY


3.01        Taxes.


(a)           Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of the Borrower hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if
the Borrower shall be required by applicable law to deduct any Indemnified
Taxes (including any 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) the Administrative Agent, Lender or L/C Issuer, 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 timely pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.


(b)           Payment
of Other Taxes by the Borrower. 
Without limiting the provisions of subsection (a) above, the
Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


(c)           Indemnification
by the Borrower.  The Borrower shall
indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, 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 delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.


(d)           Evidence
of Payments.  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.



 64
 








 


(e)           Status
of Lenders.  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 resident for tax purposes, or any
treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower (with
a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate of withholding.  In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements.


Without limiting the generality of the foregoing, in
the event that the Borrower is resident for tax purposes in the United States,
any Foreign Lender shall deliver to the Borrower and the Administrative Agent
(in such number of copies as shall be requested by the recipient) on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:


(i)            duly completed copies of Internal
Revenue Service Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States is a party,


(ii)           duly completed copies of Internal
Revenue Service Form W-8ECI,


(iii)          in the case of a Foreign Lender
claiming the benefits of the exemption for portfolio interest under section
881(c) of the Code, (x) a certificate to the effect that such Foreign
Lender is not (A) a “bank” within the meaning of section
881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
Borrower within the meaning of section 881 (c)(3)(B) of the Code, or
(C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue
Service Form W-8BEN, or


(iv)          any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in United
States Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.


(f)            Treatment
of Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this
Section with respect to the Taxes or Other Taxes 



 65
 








giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case
may be, and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the
event the Administrative Agent, such Lender or the L/C Issuer is required to
repay such refund to such Governmental Authority.  This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make
available its tax returns (or any other information relating to its taxes that
it deems confidential) to the Borrower or any other Person.


3.02        Illegality.


If any Lender
determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether
denominated in Dollars or an Alternative Currency), or to determine or charge
interest rates based upon the Eurocurrency Rate, or any Governmental Authority
has imposed material restrictions on the authority of such Lender to purchase
or sell, or to take deposits of, Dollars or any Alternative Currency in the
applicable interbank market (each an “Affected Eurocurrency Rate Loan”),
then (a) such Lender shall promptly give written notice of such circumstances
to the Borrower through the Administrative Agent, which notice shall (i) in the
case of any such restriction or prohibition with respect to an Alternative
Currency, include such Revolving Lender’s notification that it will thenceforth
be an Alternative Currency Participating Lender with respect to such
Alternative Currency, and (ii) be withdrawn whenever such circumstances no
longer exist, (b) the obligation of such Lender hereunder to make Affected
Eurocurrency Rate Loans, continue Affected Eurocurrency Rate Loans as such and,
in the case of Eurocurrency Rate Loans in Dollars, to convert a Base Rate Loan
to an Affected Eurocurrency Rate Loan shall forthwith be cancelled and, until
such time as it shall no longer be unlawful for such Lender to make or maintain
such Affected Eurocurrency Rate Loans, such Lender shall then have a commitment
only to make a Base Rate Loan when an Affected Eurocurrency Rate Loan
denominated in Dollars is requested and to purchase Alternative Currency Risk
Participations when an Affected Eurocurrency Rate Loan denominated in an
Alternative Currency is requested, (c) such Lender’s Loans then outstanding as
Affected Eurocurrency Rate Loans, denominated in Dollars, if any, shall be converted
automatically to Base Rate Loans on the respective last days of the then
current Interest Periods with respect to such Loans or within such earlier
period as required by law, and (d) such Lender’s Loans then outstanding as
Affected Eurocurrency Rate Loans, if any, denominated in a Alternative Currency
shall be immediately repaid by the Borrower on the last day of the then current
Interest Period with respect thereto (or such earlier date as may be required
by any such requirement of Law) together with accrued interest thereon.  If any such conversion or prepayment of an
Affected Eurocurrency Rate Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to Section
3.05.  Any Lender that is or becomes an
Alternative Currency Participating Lender with respect to any Alternative
Currency pursuant to this Section 3.02 or otherwise as provided in this
Agreement shall promptly



 66
 








notify the Administrative Agent and the
Borrower in the event that the impediment resulting in its being or becoming an
Alternative Currency Participating Lender is alleviated in a manner such that
it can become an Alternative Currency Funding Lender with respect to such
Alternative Currency.


3.03        Inability
to Determine Rates.


If the Required Lenders determine that for any
reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a) deposits (whether in
Dollars or an Alternative Currency) are not being offered to banks in the
applicable offshore interbank market for such currency for the applicable
amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurocurrency Rate for any
requested Interest Period with respect to a proposed Eurocurrency Rate Loan
(whether denominated in Dollars or an Alternative Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will
promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to
make or maintain Eurocurrency Rate Loans in the affected currency or currencies
shall be suspended until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. 
Upon receipt of such notice, the Borrower may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in
the affected currency or currencies or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.


3.04        Increased
Costs; Reserves on Eurocurrency Rate Loans.


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


(i)            impose, modify or deem applicable
any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit
extended or participated in by, any Lender (except (A) any reserve requirement
contemplated by Section 3.04(e)) and (B) the requirements of
the Bank of England and the Financial Services Authority or the European
Central Bank to the extent reflected in the Mandatory Cost, other than as set
forth below) or the L/C Issuer;


(ii)           subject any Lender or the L/C Issuer
to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan
made by it, or change the basis of taxation of payments to such Lender or the
L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and the imposition of, or any change in the rate
of, any Excluded Tax payable by such Lender or the L/C Issuer);


(iii)          result in the failure of the Mandatory
Cost, as calculated hereunder, to represent the cost to any Lender of complying
with the requirements of the 



 67
 








Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its
making, funding or maintaining Eurocurrency Rate Loans; or


(iv)          impose on any Lender or the L/C Issuer
or the London interbank market any other condition, cost or expense affecting
this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of
Credit or participation therein;


and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Eurocurrency Rate Loan (or of maintaining its obligation to make any such
Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit),
or to reduce the amount of any sum received or receivable by such Lender or the
L/C Issuer hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or the L/C Issuer, the Borrower will pay to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


(b)           Capital
Requirements.  If any Lender or the
L/C Issuer determines that any Change in Law affecting such Lender or the L/C
Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s or the L/C Issuer’s
capital or on the capital of such Lender’s or the L/C Issuer’s holding company,
if any, as a consequence of this Agreement, the Revolving Commitment of such
Lender or the Loans made by, or participations in Letters of Credit held by,
such Lender, or the Letters of Credit issued by the L/C Issuer, to a level
below that which such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or the L/C Issuer’s policies and the policies
of such Lender’s or the L/C Issuer’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
holding company for any such reduction suffered.


(c)           Certificates
for Reimbursement.  A certificate of
a Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case
may be, as specified in subsection (a) or (b) of this
Section and delivered to the Borrower, in detail sufficient to enable the
Borrower to verify the computation thereof, shall be conclusive absent manifest
error.  The Borrower shall pay such
Lender or the L/C Issuer, as the case may be, the amount shown as due on any
such certificate within 10 days after receipt thereof


(d)           Delay
in Requests.  Failure or delay on the
part of any Lender or the L/C Issuer to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such
Lender’s or the L/C Issuer’s right to demand such compensation, provided
that 



 68
 








the Borrower shall not be required to compensate a Lender or the L/C
Issuer pursuant to the foregoing provisions of this Section for any
increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender or the L/C Issuer, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the L/C Issuer’s intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine month period referred to above
shall be extended to include the period of retroactive effect thereof).


(e)           Additional
Reserve Requirements.  The Borrower
shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”) (except to the extent that compensation for such required
reserves is included in the Mandatory Cost), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), and (ii) as
long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial
regulatory authority imposed in respect of the maintenance of the Revolving
Commitments or the funding of the Eurocurrency Rate Loans, such additional
costs (expressed as a percentage per annum and rounded upwards, if necessary,
to the nearest five decimal places) equal to the actual costs allocated to such
Revolving Commitment or Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which in each case shall
be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days’ prior notice (with
a copy to the Administrative Agent) of such additional interest or costs from
such Lender.  If a Lender fails to give
notice 10 days prior to the relevant Interest Payment Date, such additional
interest or costs shall be due and payable 10 days from receipt of such notice.


3.05        Compensation
for Losses.


Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
(other than loss of anticipated profits) incurred by it as a result of:


(a)           any continuation, conversion, payment
or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);


(b)           any failure by the Borrower (for a
reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the date or in the
amount notified by the Borrower;


(c)           any failure by the Borrower to make
payment of any Loan or drawing under any Letter of Credit (or interest due
thereon) denominated in an Alternative Currency on its scheduled due date or
any payment thereof in a different currency;



 69
 








 


(d)           any assignment of a Eurocurrency Rate
Loan on a day other than the last day of the Interest Period therefor as a
result of a request by the Borrower pursuant to Section 10.13; or


(e)           any change in the applicable Spot
Rate between the date of funding of an Alternative Currency Risk Participation
pursuant to Section 2.02(f)(iii) and the date of repayment by the
Borrower pursuant to Section 2.02(f)(vi).


The Borrower shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing,
including without limitation, any loss or expense arising from the termination
of any foreign exchange contract.


For purposes of calculating amounts payable by the
Borrower to the Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
London interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurocurrency Rate Loan was in fact so funded.


3.06        Mitigation
Obligations; Replacement of Lenders.


(a)           Designation
of a Different Lending Office.  If any
Lender requests compensation under Section 3.04, or 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 3.01,
or if any Lender gives a notice pursuant to Section 3.02, 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 3.01 or 3.04, as
the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, 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
incurred by any Lender in connection with any such designation or assignment.


(b)           Replacement
of Lenders.  If any Lender requests
compensation under Section 3.04, 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 3.01, the Borrower may
replace such Lender in accordance with Section 10.13.


3.07        Survival.


All of the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Revolving Commitments and repayment
of all other Obligations hereunder.



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ARTICLE IV


CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


4.01        Conditions
of Initial Credit Extension.


The effectiveness of this Agreement and the
obligation of the L/C Issuer and of each Lender to make its initial Credit
Extension hereunder on the Closing Date are subject to satisfaction of the
following conditions precedent:


(a)           The Administrative Agent’s receipt of
the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent:


(i)            executed counterparts of this
Agreement, executed and delivered by the Administrative Agent, the Borrower and
each Lender listed on Schedule 2.01;


(ii)           a Note executed by the Borrower in
favor of each Lender requesting a Note;


(iii)          such certificates of resolutions or
other action, incumbency certificates and/or other certificates of Responsible
Officers as the Administrative Agent may require evidencing the identity,
authority and capacity of each Responsible Officer authorized to act as a
Responsible Officer in connection with this Agreement and the other Loan
Documents;


(iv)          such documents and certifications as
the Administrative Agent may reasonably require to evidence that the Borrower
is duly organized or formed, and that the Borrower is validly existing, in good
standing and qualified to engage in business in its state of organization and
in each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification, except to the extent
that failure to do so could not reasonably be expected to have a Material
Adverse Effect;


(v)           a favorable opinion of Gibson Dunn
& Crutcher LLP, counsel to the Borrower, addressed to the Administrative
Agent and each Lender, as to the matters set forth in Exhibit G;


(vi)          a certificate signed by a Responsible
Officer certifying (A) that the condition specified in Section 4.02(b) has
been satisfied; (B) that there has been no Closing Date Material Adverse
Effect; (C) the current Debt Ratings; and (D) that the representations and
warranties relating to the Borrower set forth in 



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Sections 5.01, 5.02, 5.03, 5.04, 5.13,
5.17, 5.18 and 5.19 are true and correct on and as of the
Closing Date; and


(vii)         evidence that the Existing Credit
Agreement has been or concurrently with the Closing Date is being terminated.


 (b)          Any
fees required to be paid on or before the Closing Date shall have been paid.


(c)           Unless waived by the Administrative
Agent, the Borrower shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of such fees, charges and
disbursements as shall constitute its reasonable estimate of such fees, charges
and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a
final settling of accounts between the Borrower and the Administrative Agent).


(d)           The Acquisition shall be consummated
in accordance with the Purchase Agreement and the other documentation related
to the Acquisition, as in effect on the date hereof (collectively, the “Acquisition
Documents”) without waiver or amendment thereof that is materially adverse
to the Lenders unless consented to by Bank of America, N.A. and UBS Loan
Finance LLC.


(e)           The Borrower shall have provided the
documentation and other information to the Lenders that is required by
regulatory authorities under applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the Patriot Act.


Without limiting the generality of the provisions of
the last paragraph of Section 9.03, for purposes of determining
compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, (i) this Agreement and each
other document to which it is a party or which it has reviewed or (ii) any
other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.


4.02        Conditions
to All Credit Extensions.


The obligation of each Lender to honor any Request
for Credit Extension (other than (x) the initial extensions of credit on the
Closing Date and (y) a Committed Loan Notice requesting only a conversion of
Committed Revolving Loans to the other Type, or a continuation of Eurocurrency
Rate Loans) is subject to the following conditions precedent:


(a)           The representations and warranties of
the Borrower contained in Article V or any other Loan Document, or
which are contained in any document furnished at any 



 72
 








time under or in connection
herewith or therewith, shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and
(b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively,
of Section 6.01.


(b)           No Default shall exist, or would
result from such proposed Credit Extension or from the application of the
proceeds thereof.


(c)           The Administrative Agent and, if
applicable, the L/C Issuer or the Swing Line Lender shall have received a
Request for Credit Extension in accordance with the requirements hereof.


(d)           In the case of a Credit Extension to
be denominated in an Alternative Currency, there shall not have occurred any
change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which in the reasonable opinion
of the Administrative Agent, the Required Lenders (in the case of any Loans to
be denominated in an Alternative Currency) or the L/C Issuer (in the case of
any Letter of Credit to be denominated in an Alternative Currency) would make
it impracticable for such Credit Extension to be denominated in the relevant
Alternative Currency.


Each Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Committed Revolving Loans
to the other Type or a continuation of Eurocurrency Rate Loans) submitted by
the Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.


ARTICLE V


REPRESENTATIONS AND WARRANTIES


The Borrower represents and warrants to the
Administrative Agent and the Lenders that:


5.01        Existence,
Qualification and Power; Compliance with Laws.


The Borrower and each of its Subsidiaries
(a) is duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority and all requisite governmental
licenses, authorizations, consents and approvals to (i) own its assets and
carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such 



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qualification or license, and (d) is in compliance with all Laws;
except in each case referred to in clause (b)(i), (c) or (d), to the
extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.


5.02        Authorization;
No Contravention.


The execution, delivery and performance by the
Borrower of each Loan Document has been duly authorized by all necessary
corporate or other organizational action, and do not and will not
(a) contravene the terms of any of the Borrower’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which the Borrower is party or affecting
the Borrower or the properties of the Borrower or any of its Subsidiaries or
(ii) any order, injunction, writ or decree of any Governmental Authority
or any arbitral award to which the Borrower or its property is subject; or
(c) violate any Law.  The Borrower
and each of its Subsidiaries are in compliance with all Contractual Obligations
referred to in clause (b)(i), except to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.


5.03        Governmental
Authorization; Other Consents.


No approval, consent, exemption, authorization, or
other action by, or notice to, or filing with, any Governmental Authority or
any other Person is necessary or required in connection with the execution,
delivery or performance by, or enforcement against, the Borrower of this
Agreement or any other Loan Document.


5.04       Binding
Effect.


This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by the Borrower.  This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms.


5.05        Financial
Statements; No Material Adverse Effect.


(a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness.


(b)           The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated
March 31, 2007 (or, if the Closing Date occurs after August 15, 2007, the
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated
June 30, 2007), and the 



 74
 








related consolidated statements of income or operations, shareholders’
equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, (ii) fairly
present the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments and (iii) show
all material indebtedness and other liabilities, direct or contingent, of the
Borrower and its Subsidiaries as of the date thereof, including liabilities for
taxes, material commitments and Indebtedness.


(c)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.


(d)           The
financial information of the Borrower and its Subsidiaries delivered pursuant
to Section 6.01 (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of
the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries as of
the date thereof, including liabilities for taxes, material commitments and
Indebtedness.


5.06        Litigation.


There are no actions, suits, proceedings, claims,
investigations or disputes pending or, to the knowledge of the Borrower after
due and diligent investigation, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, by or against the Borrower
or any of its Subsidiaries or against any of their properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan
Document, or any of the transactions contemplated hereby, or (b) either
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.


5.07        No
Default.


Neither the Borrower nor any Subsidiary is in
default under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  No Default has occurred
and is continuing or would result from the consummation of the transactions contemplated
by this Agreement or any other Loan Document.


5.08        Ownership
of Property; Liens; Leases.


(a)           Each
of the Borrower and each Subsidiary has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary or used
in the ordinary 



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conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


(b)           The property of the Borrower and its Subsidiaries is subject
to no Liens, other than Liens permitted by Section 7.01.


(c)           Except as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (i) there are no
renewal or extension options applicable to any lease to which the Borrower or
any Subsidiary is a party; (ii) to the Borrower’s knowledge, no condition
exists which, with the giving of notice or the passage of time, or both, would
permit any lessee to cancel its obligations under any lease to which the
Borrower or any Subsidiary is a party; (iii) the Borrower has received no
notice that any lessee intends to cease operations at any leased property prior
to the expiration of the term of the applicable lease (other than temporarily
due to casualty, remodeling, renovation or any similar causes) and (iv) to
the Borrower’s knowledge, none of the lessees or their sub-lessees, if
any, under any of the leases to which the Borrower or any Subsidiary is a party
is the subject of any bankruptcy, reorganization, insolvency or similar
proceeding.


5.09        Environmental
Compliance.


The Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and
properties, and as a result thereof the Borrower has reasonably concluded that
such Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


5.10        Insurance.


The properties of the Borrower and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or
the applicable Subsidiary operates.


5.11        Taxes.


The Borrower and its Subsidiaries have filed all
Federal, state and other material tax returns and reports required to be filed,
and have paid all Federal, state and other material taxes, assessments, fees
and other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for
which adequate reserves have been provided in accordance with GAAP.  There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.  Neither the Borrower nor any
Subsidiary thereof is party to any tax sharing agreement.



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5.12        ERISA
Compliance.


(a)           Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter
from the IRS or an application for such a letter is currently being processed
by the IRS with respect thereto and, to the best knowledge of the Borrower,
nothing has occurred which would prevent, or cause the loss of, such
qualification.  The Borrower and each
ERISA Affiliate have made all required contributions to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.


(b)           There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could reasonably be expected to result in a
Material Adverse Effect.


(c)           (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA);
(iv) neither the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in
such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate
has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.


5.13        Margin
Regulations; Investment Company Act; REIT Status.


(a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.


(b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or
is required to be registered as an “investment company” under the Investment
Company Act of 1940.


(c)           The
Borrower meets all requirements to qualify as a REIT.


5.14        Disclosure.


The Borrower has disclosed to the Administrative
Agent and the Lenders all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably
be 



 77
 








expected to result in a Material Adverse Effect.  No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf
of the Borrower or any of its Subsidiaries to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case, 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; 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.


5.15        Compliance
with Laws.


Each of the Borrower and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted or (b) the failure to comply therewith,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.


5.16        Intellectual
Property; Licenses, Etc.


The Borrower and its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person.  To
the best knowledge of the Borrower, no slogan or other advertising device,
product, process, method, substance, part or other material now employed, or
now contemplated to be employed, by the Borrower or any Subsidiary infringes
upon any rights held by any other Person. 
No claim or litigation regarding any of the foregoing is pending or, to
the best knowledge of the Borrower, threatened, which, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


5.17        Use
of Proceeds.


The proceeds of the Loans hereunder will be used
solely for the purposes specified in Section 6.11.  No proceeds of the Loans hereunder will be
used for the acquisition of another Person unless the board of directors (or
other comparable governing body) or stockholders (or other equity owners), as
appropriate, of such Person has approved such acquisition.


5.18        Taxpayer
Identification Number.


The Borrower’s true and correct U.S. taxpayer
identification number is set forth on Schedule 10.02.



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5.19        Acquisition
Documents.


The Lenders have been furnished true and complete
copies of each Acquisition Document to the extent executed and delivered on or
prior to the Closing Date.


ARTICLE VI


AFFIRMATIVE COVENANTS


So long as any Lender shall have any Revolving
Commitment hereunder, any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01,
6.02, and 6.03) cause each Subsidiary to:


6.01        Financial
Statements.


Deliver to the Administrative Agent and each Lender,
in form and detail satisfactory to the Administrative Agent and the Required
Lenders:


(a)           as soon as available, but in any
event within five days of the date the Borrower is required to file its
Form 10-K with the SEC (without giving effect to any extension of
such due date, whether obtained by filing the notification permitted by
Rule 12b-25 or any successor provision thereto or otherwise)
(commencing with the fiscal year ending December 31, 2007), a consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, such consolidated
statements to be audited and accompanied by (i) a report and opinion of an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall
be prepared in accordance with generally accepted auditing standards and
applicable Securities Laws and shall not be subject to any “going concern” or
like qualification or exception or any qualification or exception as to the
scope of such audit; and


(b)           as soon as available, but in any
event within five days of the date the Borrower is required to file its
Form 10-Q with the SEC (without giving effect to any extension of
such due date, whether obtained by filing the notification permitted by
Rule 12b-25 or any successor provision thereto or otherwise)
(commencing with the fiscal quarter ending June 30, 2007), a consolidated
balance sheet of the Borrower as at the end of such fiscal quarter, and the
related consolidated statements of income or operations for such fiscal quarter
and for the portion of the Borrower’s fiscal year then ended, and a statement
of cash flow for the portion of the Borrower’s fiscal year then ended setting
forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous 



 79
 








fiscal year, all in
reasonable detail, such consolidated statements to be certified by a
Responsible Officer as fairly presenting the financial condition, results of
operations, shareholders’ equity and cash flows of the Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes; and


(c)           as soon as available, but in no event
later that 60 days following the end of each fiscal year of the Borrower, an
annual forecast for the then-current fiscal year, prepared in a manner
and in the form of the forecast provided on the Closing Date or in such other
form as is reasonably acceptable to the Administrative Agent and the Required
Lenders.


As to any information contained in materials
furnished pursuant to Section 6.02(d), the Borrower shall not be
separately required to furnish such information under clause (a) or
(b) above, but the foregoing shall not be in derogation of the obligation
of the Borrower to furnish the information and materials described in
clauses (a) and (b) above at the times specified therein.


6.02        Certificates;
Other Information.


Deliver to the Administrative Agent and each Lender,
in form and detail satisfactory to the Administrative Agent and the Required
Lenders:


(a)           concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b)
(commencing with the delivery of the financial statements for the fiscal
quarter ending September 30, 2007), a duly completed Compliance
Certificate signed by a Responsible Officer;


(b)           promptly after any request by the
Administrative Agent or any Lender, copies of any management letters submitted
to the board of directors (or the audit committee of the board of directors) of
the Borrower by independent accountants in connection with an audit of the
accounts of the Borrower;


(c)           concurrently with the delivery of the
financial statements referred to in Section 6.01(a), a certificate
of its independent certified public accountants certifying such financial
statements and stating that in making the examination necessary therefor no
knowledge was obtained of any Default or, if any such Default shall exist,
stating the nature and status of such event;


(d)           promptly after the same are
available, copies of each annual report, proxy or financial statement or other
report or communication sent to the stockholders of the Borrower, and copies of
all annual, regular, periodic and special reports and registration statements
which the Borrower may file or be required to file with the SEC under
Section 13 or 15(d) of the Securities Exchange Act of 1934, and not
otherwise required to be delivered to the Administrative Agent pursuant hereto;


 



 80















(e)           promptly, and in any event within
five Business Days after receipt thereof by the Borrower or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC
(or comparable agency in any applicable non-U.S. jurisdiction) concerning
any investigation by such agency regarding financial or other operational
results of the Borrower or any Subsidiary thereof; and


(f)            promptly, such additional
information regarding the business, financial or corporate affairs of the
Borrower or any Subsidiary, or compliance with the terms of the Loan Documents,
as the Administrative Agent or any Lender may from time to time reasonably
request.


Documents required to be delivered pursuant to Section 6.01(a)
or (b) or Section 6.02(d) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a
link thereto on the Borrower’s website on the Internet at the website address
listed on Schedule 10.02; or (ii) on which such documents are
posted on the Borrower’s behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall
deliver paper copies of such documents to the Administrative Agent or any
Lender that requests the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent
or such Lender and (ii) the Borrower shall notify the Administrative Agent
and each Lender (by telecopier or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic
versions (i.e., soft copies) of such documents.  Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(a) to the
Administrative Agent.  Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.


The Borrower hereby acknowledges that (a) the
Administrative Agent and/or the Arrangers will make available to the Lenders
and the L/C Issuer materials and/or information provided by or on behalf of the
Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have
personnel that do not wish to receive material non-public information
with respect to the Borrower or its Affiliates, or the respective securities of
any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such Persons’ activities.  The Borrower hereby agrees that so long as
the Borrower is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all Borrower Materials that are
to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof, (x) by marking Borrower 



 81
 









Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat
such Borrower Materials as not containing any material non-public
information with respect to the Borrower or its securities for purposes of
United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 10.07) (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion
of the Platform designated “Public Investor;” and (z) the Administrative Agent
and the Arrangers shall be entitled to treat any Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Investor.” Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”


6.03        Notices.


Promptly notify the
Administrative Agent and each Lender of:


(a)           the occurrence of
any Default;


(b)           any matter that has resulted or could
reasonably be expected to result in a Material Adverse Effect, including
(i) breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;


(c)           the occurrence of any ERISA Event;


(d)           any material change in accounting
policies or financial reporting practices by the Borrower or any Subsidiary;
and


(e)           any announcement by Moody’s or
S&P of any change or possible change in a Debt Rating.


Each notice pursuant to this Section shall be
accompanied by a statement of a Responsible Officer setting forth details of
the occurrence referred to therein and stating what action the Borrower has
taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.


6.04        Payment of Obligations.


Pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in
accordance with GAAP are being 



 82
 









maintained by the Borrower or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property; and
(c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness, in each case except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


6.05        Preservation of Existence, Etc.


(a) Preserve, renew and maintain in full force
and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction not prohibited by Section 7.04
or 7.05, or to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; (b) take all reasonable action
to maintain all rights, privileges, permits, licenses and franchises necessary
or desirable in the normal conduct of its business, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which
could reasonably be expected to have a Material Adverse Effect.  Without limiting the generality of the
foregoing, the Borrower will do all things necessary to maintain its status as
a REIT.


6.06        Maintenance of Properties.


(a) Maintain, preserve and protect, or make
contractual or other provisions to cause to maintain, preserve or protect, all
of its properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted, in each case
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; (b) make, or make contractual or other provisions
to cause to be made, all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) use the standard of
care typical in the industry in the operation and maintenance of its
facilities.


6.07        Maintenance of Insurance.


(a)           Maintain
with financially sound and reputable insurance companies not Affiliates of the
Borrower, insurance with respect to its properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons.


(b)           Use
its, and cause the Subsidiaries to use their, commercially reasonable best
efforts to ensure that each lessee of a property owned in whole or in part,
directly or indirectly, by the Borrower or any Subsidiary, and each mortgagee
of a property on which the Borrower or any Subsidiary holds a mortgage, has,
and until the Revolving Maturity Date will keep, in place adequate insurance
that names the Borrower or such Subsidiary as a loss payee.  For purposes of the preceding sentence “adequate
insurance” shall mean insurance, with financially sound and reputable
insurers in such amounts and insuring against such risks as are customarily
maintained by similar businesses.



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6.08        Compliance with Laws.


Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or
(b) the failure to comply therewith could not reasonably be expected to
have a Material Adverse Effect.


6.09        Books and Records.


Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Borrower or such Subsidiary, as the case may be.


6.10        Inspection Rights.


Permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Borrower and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable advance
notice to the Borrower; provided, however, that when an Event of
Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.


6.11        Use of Proceeds.


Use proceeds from the Committed Revolving Loans to
repay the amounts owed under the Existing Credit Agreement and use the
remainder of the Committed Revolving Loans for working capital and general
corporate purposes.


6.12        REIT Status.


The Borrower will, and will cause each of its
Subsidiaries to, operate its business at all times so as to satisfy all
requirements necessary to qualify and maintain the Borrower’s qualification as
a real estate investment trust under Sections 856 through 860 of the
Code.  The Borrower will maintain
adequate records so as to comply with all record-keeping requirements
relating to its qualification as a real estate investment trust as required by
the Code and applicable regulations of the Department of the Treasury
promulgated thereunder and will properly prepare and timely file with the
Internal Revenue Service all returns and reports required thereby.



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6.13        Employee Benefits.


Comply in all material respects with the applicable
provisions of ERISA and the Code with respect to each Plan, and
(b) furnish to the Administrative Agent (x) within five days after any
Responsible Officer or any ERISA Affiliate knows or has reason to know that,
any ERISA Event has occurred that, alone or together with any other ERISA Event
could reasonably be expected to result in liability of the Borrower or any of
its ERISA Affiliates in an aggregate amount exceeding the Threshold Amount or
the imposition of a Lien, a statement setting forth details as to such ERISA
Event and the action, if any, that the Borrower or ERISA Affiliate proposes to
take with respect thereto, and (y) upon request by the Administrative Agent,
copies of (i) each Schedule B (Actuarial Information) to the annual
report (Form 5500 Series) filed by the Borrower or any ERISA Affiliate
with the Internal Revenue Service with respect to each Pension Plan;
(ii) the most recent actuarial valuation report for each Pension Plan;
(iii) all notices received by the Borrower or any ERISA Affiliate from a
Multiemployer Plan sponsor or any governmental agency concerning an ERISA
Event; and (iv) such other documents or governmental reports or filings
relating to any Plan as the Administrative Agent shall reasonably request.


ARTICLE VII



NEGATIVE COVENANTS


So long as any Lender shall have any Revolving
Commitment hereunder, any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly:


7.01        Liens.


Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following:


(a)           Liens pursuant to any Loan Document;


(b)           Liens securing Indebtedness permitted
under Section 7.03;


(c)           Liens for taxes not yet due or which
are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;


(d)           carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 30 days or which
are being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto, to the extent required by
GAAP, are maintained on the books of the applicable Person;



 85
 









(e)           pledges or deposits in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by
ERISA;


(f)            deposits to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or
litigation), performance bonds and other obligations of a like nature incurred
in the ordinary course of business;


(g)           easements, rights-of-way,
restrictions and other similar encumbrances affecting real property which, in
the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;
and


(h)           Liens securing judgments for the
payment of money not constituting an Event of Default under Section 8.01(h)
or securing appeal or other surety bonds related to such judgments.


7.02        Investments.


(a)           make
or allow Investments in Development Property to exceed, in the aggregate at any
one time outstanding, 35% of Consolidated Total Asset Value.


(b)           make
or allow Investments in Joint Ventures to exceed, in the aggregate at any one
time outstanding, 25% of Consolidated Total Asset Value.  For purposes of this Section 7.02(b),
the Borrower’s aggregate Investment in Joint Ventures will be valued at
(i) the aggregate amount of cash and cash equivalents and the net book
value of other property (less, without duplication, the aggregate principal
amount of Indebtedness secured by a Lien on such property at the time of
contribution unless, after giving effect to the contribution of such property
to the Joint Ventures and any other transactions occurring in connection
therewith, such Indebtedness constitutes an obligation of the Borrower or any
of its Subsidiaries) contributed by the Borrower to the Joint Ventures minus
(ii) the aggregate amount of distributions received by the Borrower from
the Joint Ventures that would be classified as a return of capital (as opposed
to a return on investment).


7.03        Indebtedness.


Create,
incur, assume or suffer to exist any Indebtedness of the Borrower or any of its
Subsidiaries, except:


(a)           Indebtedness under
the Loan Documents; and


(b)           other Indebtedness; provided
that (i) after giving effect thereto (including any Liens associated therewith)
the Borrower and its Subsidiaries are in compliance with 



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all of the terms of this
Agreement, including, but not limited to, the financial covenants set forth in Section 7.10
and (ii) with respect to obligations of the Borrower in respect of Swap
Contracts, such Swap Contracts shall be entered into in order to manage
existing or anticipated risk and not for speculative purposes.


7.04        Fundamental Changes.


Merge, dissolve, liquidate, consolidate with or into
another Person, except that, so long as no Default exists or would result
therefrom, any Subsidiary may merge with (a) the Borrower, provided
that the Borrower shall be the continuing or surviving Person, or (b) any
one or more other Subsidiaries, provided that when any wholly-owned
Subsidiary is merging with another Subsidiary, the wholly-owned
Subsidiary shall be the continuing or surviving Person.


7.05        Dispositions.


Make any Disposition of all or substantially all of
the assets of the Borrower and its Subsidiaries, taken as a whole.


7.06        Restricted Payments.


Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that, so long as no Default shall have occurred and be continuing or
would result therefrom, the Borrower and each Subsidiary may purchase, redeem
or otherwise acquire Equity Interests issued by it in an amount not to exceed,
in the aggregate, fifteen percent (15%) of Consolidated Tangible Net Worth
during the term of this Agreement.


7.07        Change in Nature of Business.


Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related
or incidental thereto.


7.08        Transactions with Affiliates.


Enter into any transaction of any kind with any
Affiliate of the Borrower (other than a Subsidiary), whether or not in the
ordinary course of business, other than on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s-length
transaction with a Person other than an Affiliate.


7.09        Burdensome Agreements.


Enter into any Contractual Obligation (other than
this Agreement or any other Loan Document) that limits the ability of
(a) any wholly-owned Subsidiary of the Borrower (other than a
Subsidiary that is a bankruptcy remote special purpose entity) to Guarantee the
Indebtedness of the Borrower or (b) the Borrower to create, incur, assume
or suffer to exist Liens on its property;



 87
 









provided, however,
that this clause (b) shall not prohibit any negative pledge incurred or
provided in favor of any holder of Indebtedness permitted under Section 7.03
solely to the extent any such negative pledge (i) relates to the property
financed by or the subject of such Indebtedness or (ii) only requires the
grant of a Lien to secure such Indebtedness if a Lien is granted by the
Borrower to secure other Indebtedness of the Borrower.


7.10        Financial Covenants.


(a)           Leverage
Ratio.  Permit the Leverage Ratio to
be greater than the following amounts as of the end of any fiscal quarter
ending during the corresponding period set forth below:




	
  Beginning on the Closing
  Date and on or prior to September 30, 2007

  	
   

  	
  0.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  October 1, 2007 and on or prior to June 30, 2008

  	
   

  	
  0.70

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  July 1, 2008 and on or prior to December 31, 2008

  	
   

  	
  0.65

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  January 1, 2009

  	
   

  	
  0.60

  	
   

  






 


Notwithstanding the foregoing, beginning on January
1, 2009 the Borrower shall be permitted to increase the maximum Leverage Ratio
to 65% for a maximum of two (2) consecutive fiscal quarterly periods following
a Significant Acquisition.


(b)           Secured
Debt Ratio.  Permit the Secured Debt
Ratio to be greater than .30 to 1.0 as of the end of any fiscal quarter.


(c)           Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio to be
less than the following amounts as of the end of any fiscal quarter ending
during the corresponding period set forth below:




	
  Beginning on the Closing
  Date and on or prior to September 30, 2008

  	
   

  	
  1.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  October 1, 2008

  	
   

  	
  1.75

  	
   

  






 


(d)           Unsecured Leverage Ratio.  Permit the Unsecured Leverage Ratio to be
greater than the following amounts as of the end of any fiscal quarter ending
during the corresponding period set forth below:




	
  Beginning on the Closing
  Date and on or prior to December 31, 2007

  	
   

  	
  0.90

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  January 1, 2008 and on or prior to June 30, 2008

  	
   

  	
  0.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  July 1, 2008 and on or prior to December 31, 2008

  	
   

  	
  0.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Beginning on
  January 1, 2009

  	
   

  	
  0.65

  	
   

  






 



 88
 









(e)           Consolidated
Tangible Net Worth.  Permit the
Consolidated Tangible Net Worth to be, as of the end of any fiscal quarter,
less than (i) 85% of the Consolidated Tangible Net Worth at the Closing
Date (on a pro forma basis to reflect the Acquisition) plus (ii) 85% of
Net Cash Proceeds from all Public Equity Issuances subsequent to the Closing
Date.


ARTICLE VIII



EVENTS OF DEFAULT AND REMEDIES


8.01        Events of Default.


Any of the following shall constitute an Event of
Default:


(a)           Non-Payment.  The Borrower fails to pay (i) when and
as required to be paid herein, and in the currency required hereunder, any
amount of principal of any Loan or any L/C Obligation, or (ii) within
three days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii) within five days after the
same becomes due, any other amount payable hereunder or under any other Loan
Document; or


(b)           Specific Covenants.  The Borrower or any of its Subsidiaries fails
to perform or observe any term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.10, 6.11 or Article VII;
or


(c)           Other Defaults.  The Borrower or any of its Subsidiaries fails
to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on
its part to be performed or observed and such failure continues for 30 days; or


(d)           Representations and Warranties.  Any representation, warranty, certification
or statement of fact made or deemed made by or on behalf of the Borrower
herein, in any other Loan Document, or in any document delivered in connection
herewith or therewith shall be incorrect in any material respect when made or
deemed made; or


(e)           Cross-Default.  (i) The Borrower or any of its Subsidiaries
(A) fails to make any payment when due (whether by scheduled maturity,
required prepayment, 



 89
 









acceleration, demand, or
otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
hereunder and Indebtedness under Swap Contracts) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts
owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (B) fails to observe or perform any
other agreement or condition relating to any such Indebtedness or Guarantee or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event occurs, the effect of which default or other event
is to cause, or to permit the holder or holders of such Indebtedness or the
beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to be demanded or to become due
or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or
(ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination
Event (as so defined) under such Swap Contract as to which the Borrower or
any Subsidiary is an Affected Party (as so defined) and, in either event,
the Swap Termination Value owed by the Borrower or such Subsidiary as a result
thereof is greater than the Threshold Amount; or


(f)            Insolvency Proceedings, Etc.  The Borrower or any of its Subsidiaries
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any
material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or


(g)           Inability to Pay Debts; Attachment.  (i) The Borrower or any of its
Subsidiaries becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process is issued or levied against all
or any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or


(h)           Judgments.  There is entered against the Borrower or any
of its Subsidiaries (i) a final judgment or order for the payment of money
in an aggregate amount exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer does
not dispute coverage), or (ii) any one or 



 90
 









more non-monetary
final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or


(i)            ERISA.  (i) An ERISA Event occurs with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of the Borrower under Title IV of ERISA
to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of the Threshold Amount, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of the Threshold Amount; or


(j)            Invalidity of Loan Documents.  Any provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or the Borrower or any
other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or the Borrower denies that it has any or further
liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or


(k)           Change of Control.  There occurs any Change of Control.


8.02        Remedies Upon Event of Default.


If any Event of Default occurs and is continuing,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders, take any or all of the following actions:


(a)           declare the commitment of each Lender
to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;


(b)           declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower;


(c)           require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and


(d)           exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the Loan
Documents;



 91
 









provided, however, that upon the occurrence of an Event of Default
pursuant to Sections 8.01(f) or (g) or the occurrence of an
actual or deemed entry of an order for relief with respect to the Borrower
under the Bankruptcy Code of the United States, the obligation of each Lender
to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.


8.03        Application of Funds.


After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received
on account of the Obligations shall be applied by the Administrative Agent in
the following order:


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agent and amounts payable under Article III) payable to the
Administrative Agent in its capacity as such;


Second, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts (other
than principal and interest) payable to the Lenders and the L/C Issuer
(including fees, charges and disbursements of counsel to the respective Lenders
and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second
payable to them;


Third, to payment of that portion of the
Obligations constituting accrued and unpaid Letter of Credit Fees and interest
on the Loans and L/C Borrowings and fees,
premiums and scheduled periodic payments, and any interest accrued thereon, due
under any Swap Contract between the Borrower and any Lender, or any Affiliate
of a Lender, ratably among the Lenders (and, in the case of such Swap
Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective
amounts described in this clause Third payable to them;


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans and L/C Borrowings,
payment of breakage, termination or other
payments, and any interest accrued thereon, due under any Swap Contract between
the Borrower and any Lender, or any Affiliate of a Lender and amounts owing under Treasury Management
Agreements, ratably among the
Lenders (and, in the case of such Swap
Contracts, Affiliates of Lenders), the Treasury Management Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them;



 92
 









Fifth, to the Administrative Agent for the account
of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations
comprised of the aggregate undrawn amount of Letters of Credit; and


Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law.


Amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall
be applied to satisfy drawings under such Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.


ARTICLE IX



ADMINISTRATIVE AGENT


9.01        Appointment and Authority.


Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents 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 or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and the Borrower shall not have rights as a third party beneficiary of
any of such provisions.


9.02        Rights as a Lender.


The Person 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 the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the
Person serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.  The foregoing
provisions of this Section 9.02 shall likewise apply to the Person serving as
the Alternative Currency Fronting Lender.


9.03        Exculpatory Provisions.


The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the
generality of the foregoing, the Administrative Agent:



 93
 









(a)           shall not be subject to any fiduciary
or other implied duties, regardless of whether a Default has occurred and is
continuing;


(b)           shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents), provided
that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent
to liability or that is contrary to any Loan Document or applicable law; and


(c)           shall not, except as expressly set
forth herein and in the other Loan Documents, 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 Affiliates that is communicated to or obtained by
the Person serving as the 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 (i) with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Sections 10.01
and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the
Borrower, a Lender or the L/C Issuer.


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 or any
other Loan Document, (ii) the contents of any certificate, report or other
document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document 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.


9.04        Reliance by 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
(including any electronic message, Internet or intranet website posting or
other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated 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 have been
made by the proper Person, and 



 94
 









shall not incur any liability for relying thereon.  In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory
to such Lender or the L/C Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit.  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.


9.05        Delegation of Duties.


The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document 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 of its duties and
exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of
this Article 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.


9.06        Resignation of Administrative Agent.


The Administrative Agent may at any time give notice
of its resignation to the Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with
the Borrower, to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the
United States.  If no such 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 and the L/C Issuer, appoint a successor Administrative Agent meeting
the qualifications set forth above; provided that if the Administrative
Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until
such time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section.  Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of
its duties and obligations hereunder or under the other Loan Documents (if not
already discharged therefrom as provided above in this Section).  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 retiring
Administrative Agent’s resignation hereunder 



 95
 









and under the other Loan Documents, the provisions of this Article and Section 10.04
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 the retiring
Administrative Agent was acting as Administrative Agent.


Any resignation by Bank of America as Administrative
Agent pursuant to this Section shall also constitute its resignation as L/C
Issuer, Swing Line Lender and Alternative Currency Fronting Lender.  Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (a) such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer, Swing Line Lender and Alternative Currency
Fronting Lender, (b) the retiring L/C Issuer, Swing Line Lender and Alternative
Currency Fronting Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents,
(c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession
or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring
L/C Issuer with respect to such Letters of Credit and (d) the successor
Alternative Currency Fronting Lender shall make arrangements with the resigning
Alternative Currency Fronting Lender for the funding of all outstanding
Alternative Currency Risk Participations.


                9.07        Non-Reliance on Administrative Agent and Other Lenders.


Each Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties 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 and the L/C
Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties
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 other Loan Document or any related
agreement or any document furnished hereunder or thereunder.


                9.08        No Other Duties, Etc.


Anything herein to the contrary notwithstanding,
none of the Arrangers, Bookrunners, Syndication Agent, Documentation Agents or
Senior Managing Agents listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
a Lender or the L/C Issuer hereunder.


                9.09        Administrative Agent May File Proofs of Claim.


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Borrower, the
Administrative Agent (irrespective of whether the principal of any Loan or L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and 



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irrespective of whether the Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise:


(a)           to file and prove a claim for the
whole amount of the principal and interest owing and unpaid in respect of the
Loans, L/C Obligations and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the L/C Issuer and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the L/C Issuer and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders, the
L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i),
2.10 and 10.04) allowed in such judicial proceeding; and


(b)           to collect and receive any monies or
other property payable or deliverable on any such claims and to distribute the
same;


and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender and the L/C Issuer to make such payments to
the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders and the L/C
Issuer, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent
and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.10 and 10.04.


Nothing contained herein shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.


ARTICLE X



MISCELLANEOUS


                10.01      Amendments, Etc.


No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower, and acknowledged by the Administrative Agent, and
each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:



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(a)           extend or increase the Revolving
Commitment of any Lender (or reinstate any Revolving Commitment terminated
pursuant to Section 8.02) without the written consent of such
Lender;


(b)           postpone any date fixed by this
Agreement or any other Loan Document for any payment or mandatory prepayment of
principal, interest, fees or other amounts due to the Lenders (or any of them)
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby;


(c)           reduce the principal of, or the rate
of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (iv) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder (including pursuant to Section 2.06)
or under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary to (i) amend the definition of “Default
Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate, and (ii) waive any obligation of the Borrower to pay Letter of
Credit Fees at the Default Rate;


(d)           change Section 2.14 or Section 8.03
in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;


(e)           amend Section 1.06 or the
definition of “Alternative Currency” without the written consent of each
Lender;


(f)            change any provision of this Section
or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender; or


(g)           amend, modify, or waive any provision
of this Agreement or any other Loan Document affecting the rights or duties of
the Alternative Currency Fronting Lender without the written consent of the
Alternative Currency Fronting Lender and each affected Revolving Lender;


and provided, further, that (i) no amendment, waiver
or consent shall, unless in writing and signed by the L/C Issuer in addition to
the Lenders required above, affect the rights or duties of the L/C Issuer under
this Agreement or any Issuer Document relating to any Letter of Credit issued
or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of the Administrative Agent under this
Agreement or any other Loan Document; and (iv) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any 



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amendment, waiver or consent hereunder, except that the Revolving
Commitment of such Lender may not be increased or extended without the consent
of such Lender.


Notwithstanding the fact that the consent of all the
Lenders is required in certain circumstances as set forth above, (x) each
Lender is entitled to vote as such Lender sees fit on any reorganization plan
that affects the Loans or the Letters of Credit, and each Lender acknowledges
that the provisions of Section 1126(c) of the Bankruptcy Code supersede
the unanimous consent provisions set forth herein and (y) the Required
Lenders may consent to allow the Borrower to use cash collateral in the context
of a bankruptcy or insolvency proceeding.


                10.02      Notices; Effectiveness; Electronic Communication.


(a)           Notices
Generally.  Except in the case of
notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


(i)            if to the Borrower, the
Administrative Agent, the L/C Issuer, the Swing Line Lender or Alternative
Currency Fronting Lender, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 10.02;
and


(ii)           if to any other Lender, to the
address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given
when received; notices sent by telecopier shall be deemed to have been given
when sent (except that, if not given during normal business hours for the
recipient, shall be deemed to have been given at the opening of business on the
next business day for the recipient). 
Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the L/C
Issuer if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.



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Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


(c)           Change
of Address, Etc.  Each of the
Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender and
the Alternative Currency Fronting Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to
the other parties hereto.  Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative
Agent, the L/C Issuer and the Swing Line Lender.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.  Furthermore, each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender
to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public
Lender’s compliance procedures and applicable Law, including United States
Federal and state securities Laws, to make reference to Borrower Materials that
are not made available through the “Public Side Information” portion of the
Platform and that may contain material non-public information with
respect to the Borrower or its securities for purposes of United States Federal
or state securities laws.


(d)           Reliance
by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and
the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly
given by or on behalf of the Borrower even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify
the Administrative Agent, the L/C Issuer, each Lender and the Related Parties
of each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower.  All telephonic notices to
and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.



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                10.03      No Waiver; Cumulative Remedies.


No failure by any Lender, the L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.


                10.04      Expenses; Indemnity; Damage Waiver.


(a)           Costs
and Expenses.  The Borrower shall pay
(i) all reasonable out-of-pocket expenses incurred by the Agents
and their 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, due diligence, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by
the Administrative Agent, any Lender, the L/C Issuer, the Swing Line Lender, or
the Alternative Currency Fronting Lender (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender, the L/C
Issuer, Swing Line Lender or the Alternative Currency Fronting Lender), in
connection with the enforcement or protection of its rights (A) in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Loans made or
Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.


(b)           Indemnification
by the Borrower.  The Borrower shall
indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the L/C Issuer, the Agents and their Affiliates 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, penalties, liabilities and related expenses (including the fees,
charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrower
arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby (including,
without limitation, each Lender’s agreement to make Loans or the use or
intended use of the proceeds thereof), (ii) any Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom (including any refusal by
the L/C Issuer to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (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 



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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, whether
brought by a third party or by the Borrower, 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, penalties, liabilities or related expenses (x) are determined by
a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower against an Indemnitee for
breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.


(c)           Reimbursement
by Lenders.  To the extent that the
Borrower for any reason fails to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the
Administrative Agent (or any sub-agent thereof), the L/C Issuer or any
Related Party of any of the foregoing and without relieving the Borrower of its
obligations with respect thereto, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the L/C Issuer or such
Related Party, as the case may be, 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 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 (or any such sub-agent) or the L/C Issuer in its
capacity as such, or against any Related Party of any of the foregoing acting
for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity.  The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.13(d).


(d)           Waiver
of Consequential Damages, Etc.  To
the fullest 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, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.


(e)           Payments.  All amounts due under this Section shall be
payable not later than ten Business Days after demand therefor.


(f)            Survival.  The agreements in this Section shall survive
the resignation of the Administrative Agent, the L/C Issuer, the Swing Line
Lender, the Alternative Currency Fronting Lender, the replacement of any
Lender, the termination of the Aggregate Revolving Commitments and the
repayment, satisfaction or discharge of all the other Obligations.



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                10.05      Payments
Set Aside.


To the extent that any payment by or on behalf of
the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender,
or the Administrative Agent, the L/C Issuer or any Lender exercises its right
of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each
Lender and the L/C Issuer severally agrees to pay to the Administrative Agent
upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, in
the applicable currency of such recovery or payment.  The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.


                10.06      Successors and Assigns.


(a)           Successors
and Assigns Generally.  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 the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section, or (iii) by way of pledge or
assignment or grant of a security interest subject to the restrictions of
subsection (f) of this Section (and any other attempted assignment or
transfer by any party hereto 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, Participants
to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


(b)           Assignments
by Lenders.  Any Lender may at any
time 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 Revolving
Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans and Alternative
Currency Risk Participations) at the time owing to it); provided that
any such assignment shall be subject to the following conditions:



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(i)            Minimum Amounts.


(A)          in the case of an assignment of the
entire remaining amount of the assigning Lender’s Revolving Commitment and the
Loans at the time owing to it or in the case of an assignment to a Lender, an
Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and


(B)           in any case not described in
subsection (b)(i)(A) of this Section, the aggregate amount of the
Revolving Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Revolving Commitment is not then in effect, the
principal outstanding balance of the Loans of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 unless each of the Administrative Agent
and, so long as no Event of Default has occurred and is continuing, the
Borrower otherwise consents (each such consent not to be unreasonably withheld
or delayed); provided, however, that concurrent assignments to
members of an Assignee Group and concurrent assignments from members of an
Assignee Group to a single assignee (or to an assignee and members of its
Assignee Group) will be treated as a single assignment for purposes of
determining whether such minimum amount has been met.


(ii)           Proportionate Amounts.  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 with respect to the Loans or the Revolving
Commitment assigned, except that this clause (ii) shall not apply to the
Swing Line Lender’s rights and obligations in respect of Swing Line Loans;


(iii)          Required Consents.  No consent shall be required for any
assignment except to the extent required by subsection (b)(i)(B) of this
Section and, in addition:


(A)          the consent of the Borrower (such
consent not to be unreasonably withheld or delayed) shall be required unless
(1) an Event of Default has occurred and is continuing at the time of such
assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or
an Approved Fund;


(B)           the consent of the Administrative
Agent (such consent not to be unreasonably withheld or delayed) shall be
required if such assignment is to a Person that is not a Lender, an Affiliate
of such Lender or an Approved Fund with respect to such Lender;


(C)           the consent of the L/C Issuer (such
consent not to be unreasonably withheld or delayed) shall be required for any
assignment of a Revolving Commitment that increases the obligation of the
assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding) 



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unless the person that is
the proposed assignee is itself a Revolving Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee);


(D)          the consent of the Swing Line Lender
(such consent not to be unreasonably withheld or delayed) shall be required for
any assignment of a Revolving Commitment unless the Person that is the proposed
assignee is itself a Revolving Lender (whether or not the proposed assignee
would otherwise qualify as an Eligible Assignee); and


(E)           the consent of the Alternative
Currency Fronting Lender (such consent not to be unreasonably withheld or
delayed) shall be required if upon effectiveness of the applicable assignment
the proposed assignee would be an Alternative Currency Participating Lender
with respect to any Alternative Currency.


(iv)          Assignment and Assumption.  The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative
Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. 
The assignee, if it is not a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


(v)           No Assignment to the Borrower.  No such assignment shall be made to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.


(vi)          No Assignment to Natural Persons.  No such assignment shall be made to a natural
person.


Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, 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
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption 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 3.01,
3.04, 3.05, and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment.  Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection 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
subsection (d) of this Section.



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(c)           Register.  The Administrative Agent, acting solely for
this purpose as an agent of the Borrower, shall maintain at the Administrative
Agent’s Office a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Revolving Commitments of, and principal amounts of the Loans and L/C Obligations
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, the L/C
Issuer, the Swing Line Lender and any Lender (with respect to its own interest
only), at any reasonable time and from time to time upon reasonable prior
notice.


(d)           Participations.  Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative Agent, sell
participations to any Person (other than a natural person or the Borrower or
any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Revolving Commitment and/or the
Loans (including such Lender’s participations in L/C Obligations and/or Swing
Line Loans and its Alternative Currency Risk Participations) 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, the Lenders and the L/C Issuer 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
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, waiver or other
modification described in the first proviso to Section 10.01 that
affects such Participant.  Subject to
subsection (e) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be
subject to Section 2.14 as though it were a Lender.


(e)           Limitations
upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section 3.01
or 3.04 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 3.01
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 3.01(e)
as though it were a Lender.



 106
 









(f)            Certain
Pledges.  Any Lender may at any time
pledge, assign or grant a security interest in, all or any portion of its
rights under this Agreement (including under its Note, if any) to secure
obligations of such Lender, including any pledge or assignment or grant of a
security interest to secure obligations to a Federal Reserve Bank; provided
that no such pledge or assignment or grant of a security interest shall release
such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee or grantee for such Lender as a party hereto.


(g)           Electronic
Execution of Assignments.  The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and
Assumption shall be deemed to include electronic signatures or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and
as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the
Uniform Electronic Transactions Act.


(h)           Resignation
as L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender after
Assignment.  Notwithstanding anything
to the contrary contained herein, if at any time Bank of America assigns all of
its Revolving Commitment and Loans pursuant to subsection (b) above, Bank
of America may, (i) upon 30 days’ notice to the Borrower and the Lenders,
resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign
as Swing Line Lender and/or (iii) upon 30 days’ notice to the Borrower, resign
as Alternative Currency Fronting Lender. 
In the event of any such resignation as L/C Issuer, Swing Line Lender or
Alternative Currency Fronting Lender, the Borrower shall be entitled to appoint
from among the Lenders (with the applicable Lender’s consent) a successor L/C
Issuer, Swing Line Lender or Alternative Currency Fronting Lender hereunder; provided,
however, that no failure by the Borrower to appoint any such successor
shall affect the resignation of Bank of America as L/C Issuer, Swing Line Lender
or Alternative Currency Fronting Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it
shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Committed
Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(b)).  If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Committed Revolving Loans or
fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).  If the Alternative Currency Fronting Lender
resigns as Alternative Currency Fronting Lender, it shall retain all the rights
and obligations of the Alternative Currency Fronting Lender hereunder with
respect to all Alternative Currency Risk Participations outstanding as of the
effective date of its resignation as the Alternative Currency Fronting Lender
and all obligations of the Borrower or any other Lender with respect thereto
(including the right to require Alternative Currency Participating Lenders to
fund any Alternative Currency Risk Participations therein in the manner
provided in Section 2.02(f)).  Upon the
appointment of a successor L/C Issuer and/or Swing Line Lender and/or
Alternative Currency Fronting Lender, (a) such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring L/C Issuer, 



 107
 









Swing Line Lender or Alternative Currency Fronting Lender, as the case
may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such
Letters of Credit.


                10.07      Treatment of Certain Information; Confidentiality.


Each of the Administrative Agent, the Lenders and
the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its
Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and representatives (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 governmental agency or
regulatory authority purporting to have jurisdiction over it or its Affiliates
(including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any
Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or
(ii) any actual or prospective counterparty (or its advisors) to any swap
or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower, (h) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower that the
Administrative Agent, any such Lender or the L/C Issuer reasonably believes is
not bound by a duty of confidentiality to the Borrower, (i) to any rating agency
(provided such rating agencies are advised of the confidential nature of such
information and agree to keep such information confidential) or (j) as
reasonably required by any Lender or other Person providing financing to such
Lender (provided such Lenders or other Persons are advised of the confidential
nature of such information and agree to keep such information confidential).


For purposes of this Section, “Information”
means all information received from the Borrower or any Subsidiary relating to
the Borrower or any Subsidiary or any of their respective businesses, other
than any such information that is available to the Administrative Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the
Borrower or any Subsidiary, provided that, in the case of information received
from the Borrower or any Subsidiary 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 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 or its other similarly situated customers’
confidential information.



 108
 









                10.08      Right
of Setoff.


If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, the L/C Issuer or any such Affiliate to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement or any other Loan Document to
such Lender or the L/C Issuer, irrespective of whether or not such Lender or
the L/C Issuer shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrower may be contingent
or unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender,
the L/C Issuer and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that
such Lender, the L/C Issuer or their respective Affiliates may have.  Each Lender and the L/C Issuer agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff
and application, provided that the failure to give such notice shall not affect
the validity of such setoff and application.


                10.09      Interest Rate Limitation.


Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the “Maximum Rate”).  If the Administrative Agent or any Lender
shall receive interest in an amount that exceeds the Maximum Rate, the excess
interest shall be applied to the principal of the Loans or, if it exceeds such
unpaid principal, refunded to the Borrower. 
In determining whether the interest contracted for, charged, or received
by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a) characterize any
payment that is not principal as an expense, fee, or premium rather than
interest, (b) exclude voluntary prepayments and the effects thereof, and
(c) amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations
hereunder.


                10.10      Counterparts; Integration;
Effectiveness.


This Agreement
may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents
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 Section 4.01,
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 that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature 



 109
 









page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.


                10.11      Survival of Representations and
Warranties.


All representations and warranties made hereunder
and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and
delivery hereof and thereof.  Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


                10.12      Severability.


If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to
replace the illegal, invalid or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


                10.13      Replacement of Lenders.


If any Lender requests compensation under Section 3.04,
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 3.01,
or if any Lender is a Defaulting Lender, or if any Lender does not consent to
any amendment or waiver of any provision hereof or of any other Loan Document
for which its consent is required under Section 10.01 after Required Lenders
have consented thereto or if any Lender is a Non-Extending Lender under Section
2.15(b), 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, and consents required by, Section 10.06), all of its
interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that:


(a)           the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 10.06(b);


(b)           such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, funded
Alternative Currency Risk Participations 



 110
 









and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder
and under the other Loan Documents (including any amounts under Section 3.05) 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);


(c)           in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter; and


(d)           such assignment does not conflict
with applicable Laws.


A Lender shall not be required to make any such
assignment or 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.


                10.14      Governing Law; Jurisdiction; Etc.


(a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


(b)           SUBMISSION
TO JURISDICTION.  THE BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS 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 ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
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 COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


(c)           WAIVER
OF VENUE.  THE BORROWER IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY 



 111
 









APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT 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 APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


(d)           SERVICE
OF PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 10.02.  NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


                10.15      Waiver of Jury Trial.


EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


                10.16      No Advisory or Fiduciary Responsibility.


In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), the Borrower
acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) (A) the arranging and other
services regarding this Agreement provided by the Administrative Agent, the
Arranger, the Lenders and the other Lead Arrangers are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one
hand, and the Administrative Agent, the Lenders and the Lead Arrangers, on the
other hand, (B) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and
(C) the Borrower is capable of evaluating, and understands and accepts,
the terms, risks and conditions of the transactions contemplated hereby and by
the other Loan Documents; (ii) (A) the Administrative Agent, each
Lender and each Lead Arranger each is and has been acting solely as a principal
and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the
Borrower or any of its Affiliates, or any other Person and (B) neither the
Administrative Agent, 



 112
 









any Lender nor any Lead Arranger has any obligation to the Borrower or
any of its Affiliates with respect to the transactions contemplated hereby
except those obligations expressly set forth herein and in the other Loan
Documents; and (iii) the Administrative Agent, the Lenders and the Lead
Arrangers and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower and
its Affiliates, and neither the Administrative Agent, any Lender nor any Lead
Arranger has any obligation to disclose any of such interests to the Borrower
or its  Affiliates.  To the fullest extent permitted by law, the
Borrower hereby waives and releases any claims that it may have against the
Administrative Agent, the Lenders and the Lead Arrangers with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby.


                10.17      USA Patriot Act Notice.


Each Lender that is subject to the Patriot Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Patriot Act.


                10.18      Delivery of Signature Page.


Each Lender to become a party to this Agreement on
the date hereof shall do so by delivering to the Administrative Agent a
counterpart of this Agreement duly executed by such Lender.


                10.19      Judgment Currency.


If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given.  The obligation of the Borrower in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent or such Lender, as
the case may be, of any sum adjudged to be so due in the Judgment Currency, the
Administrative Agent or such Lender, as the case may be, may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment
Currency.  If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative
Agent or any Lender from the Borrower in the Agreement Currency, the Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender, as the case may be, against
such loss.  If the amount of the
Agreement Currency so purchased is 



 113
 









greater than the sum originally due to the Administrative Agent or any
Lender in such currency, the Administrative Agent or such Lender, as the case
may be, agrees to return the amount of any excess to the Borrower (or to any
other Person who may be entitled thereto under applicable law).  All of the Borrower’s obligations under this
Section 10.19 shall survive termination of the Aggregate Revolving Commitments
and repayment of all other Obligations hereunder.


[Remainder of Page Intentionally Left Blank]



 114














Each of the parties hereto have caused a counterpart
of this Agreement to be duly executed as of the date first above written.


	
   

  	
  HEALTH CARE PROPERTY INVESTORS, INC.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark C. Wallace

  
	
   

  	
  Name:

  	
  Mark Wallace

  
	
   

  	
  Title:

  	
  EVP, CFO & Treasurer

  



 


 


	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amie L. Edwards

  	
   

  
	
   

  	
  Name:

  	
  Amie L. Edwards

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


 


	
  

  	
  UBS LOAN FINANCE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  	
   

  
	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
  Title:

  	
  Associate Director

  
					



 


 


	
  

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary B. Wenslow

  	
   

  
	
   

  	
  Name:

  	
  Gary B. Wenslow

  
	
   

  	
  Title:

  	
  Associate Director

  
					



 


 


	
  

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Vanessa Chiu

  	
   

  
	
   

  	
  Name:

  	
  Vanessa Chiu

  
	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeanette A. Griffin

  	
   

  
	
   

  	
  Name:

  	
  Jeanette A. Griffin

  
	
   

  	
  Title:

  	
  Director

  
					



 


 


	
  

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ricardo James

  	
   

  
	
   

  	
  Name:

  	
  Ricardo James

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 


 


	
  

  	
  CREDIT SUISSE, Cayman Islands Branch

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cassandra Droogan

  	
   

  
	
   

  	
  Name:

  	
  CASSANDRA DROOGAN

  	
   

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Laurence Lapeyre

  	
   

  
	
   

  	
  Name:

  	
  LAURENCE 
  LAPEYRE

  	
   

  
	
   

  	
  Title:

  	
  ASSOCIATE

  	
   

  
					



 


 


	
  

  	
  WILLIAM STREET CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Walton

  	
   

  
	
   

  	
  Name:

  	
  Mark Walton

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice-President

  	
   

  
					



 


 


	
  

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David W. Shaw

  	
   

  
	
   

  	
  Name:

  	
  David W. Shaw

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


	
  

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.B. Hamilton

  	
   

  
	
   

  	
  Name:

  	
  W.B. Hamilton

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 











 


	
  

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Randolph

  	
   

  
	
   

  	
  Name:

  	
  Thomas Randolph

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Priya Vrat

  	
   

  
	
   

  	
  Name:

  	
  Priya Vrat

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 


 


	
  

  	
  KEYBANK NATIONAL ASSOCIATION,

  
	
   

  	
  A national banking association

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bellini Lacey

  	
   

  
	
   

  	
  Name:

  	
  Bellini Lacey

  	
   

  
	
   

  	
  Title:

  	
  Closing Officer

  	
   

  
					



 


 


	
  

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
  Name:

  	
  Louis Alder

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
					



 


 


	
  

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neil Crawford

  	
   

  
	
   

  	
  Name:

  	
  Neil Crawford

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
					



 


 


	
  

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Helen C. Hartz

  	
   

  
	
   

  	
  Name:

  	
  Helen C. Hartz

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


	
  

  	
  MIDFIRST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Reginald Johnson

  	
   

  
	
   

  	
  Name:

  	
  Reginald Johnson

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 











 


	
  

  	
  FIRST COMMERCIAL BANK, LOS ANGELES BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jen-Yu Lai

  	
   

  
	
   

  	
  Name:

  	
  Larry Jen-Yu Lai

  	
   

  
	
   

  	
  Title:

  	
  SAVP & Deputy General Manager

  	
   

  
					



 


 


	
  

  	
  NATIONAL BANK OF EGYPT, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hassan Eissa

  	
   

  
	
   

  	
  Name:

  	
  Hassan Eissa

  	
   

  
	
   

  	
  Title:

  	
  General Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Bastone

  	
   

  
	
   

  	
  Name:

  	
  Andrew Bastone

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
					



 


 


	
  

  	
  TAIWAN BUSINESS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ben Chou

  	
   

  
	
   

  	
  Name:

  	
  Ben Chou

  	
   

  
	
   

  	
  Title:

  	
  V.P. & General Manager

  	
   

  
					



 


 


	
  

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Applebaum

  	
   

  
	
   

  	
  Name:

  	
  David Applebaum

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
					



 


 


	
  

  	
  LAND BANK OF TAIWAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry C.R. Leu

  	
   

  
	
   

  	
  Name:

  	
  Henry C.R. Leu

  	
   

  
	
   

  	
  Title:

  	
  Vice President & General Manager

  	
   

  
					



 











 


	
  

  	
   

  	
  MEGA INTERNATIONAL COMMERCIAL BANK CO. LTD.,

  
	
   

  	
   

  	
  LOS ANGELES BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chia Jang Liu

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chia Jang Liu

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP & General Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  

  	
   

  	
  NATIONAL CITY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin Culp

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Culp

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  AVP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  

  	
   

  	
  REGIONS BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig Gardella

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig Gardella

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  

  	
   

  	
  BANK OF THE WEST, A CALIFORNIA BANKING

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jan Manista

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  JAN MANISTA

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stacey Michrowski

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  STACEY MICHROWSKI

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 











 


	
  

  	
   

  	
  CHANG HWA COMMERCIAL BANK, LTD., NEW YORK

  
	
   

  	
   

  	
  BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jim C.Y. Chen

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jim C.Y. Chen

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP & General Manager

  	
   

  	
   

  
							



 


 


	
  

  	
   

  	
  E.SUN COMMERCIAL BANK LTD., LOS ANGELES BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Benjamin Lin

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Benjamin Lin

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP & General Manager

  	
   

  	
   

  
							



 


	
  

  	
   

  	
  TAIPEI FUBON COMMERCIAL BANK, NEW YORK AGENCY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sophia J.H. Jing

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sophia J.H. Jing

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  F.V.P. & General Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  

  	
   

  	
  THE BANK OF EAST ASIA, LIMITED, LOS ANGELES
  BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David Loh

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David Loh

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP-Chief Lending Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Victor Li

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Victor Li

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Manager