**Exhibit 10.4**

 

** **

**CREDITAGREEMENT**

Dated as ofDecember 13, 2006

among

**MWIVETERINARY SUPPLY CO.,**

as Borrower,

**MWI VETERINARY SUPPLY, INC.,**

**MEMORIALPET CARE, INC.,**

as Guarantors,

**BANK OF AMERICA, N.A.,**

**WELLSFARGO BANK, N.A.,**

as Lenders,

**BANK OFAMERICA, N.A.,**

as Agent,

and

L/C Issuer

 

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**TABLE OFCONTENTS**
| SECTION           | ** ** | ** **                                                                   | ** ** | **PAGE** |
|-------------------|------------|------------------------------------------------------------------------------|------------|----------|
|              |       |                                                                         |       |     |
| **ARTICLE  I.**   | ** ** | **DEFINITIONS  AND ACCOUNTING TERMS**                                        | ** ** | **1**    |
|              |       |                                                                         |       |     |
| 1.01              |       | Defined Terms                                                                |       | 1        |
| 1.02              |       | Other  Interpretive Provisions                                               |       | 16       |
| 1.03              |       | Accounting Terms                                                             |       | 16       |
| 1.04              |       | Rounding                                                                     |       | 17       |
| 1.05              |       | Times of Day                                                                 |       | 17       |
| 1.06              |       | Letter of Credit  Amounts                                                    |       | 17       |
|              |       |                                                                         |       |     |
| **ARTICLE  II.**  | ** ** | **THE  COMMITMENTS AND CREDIT EXTENSIONS**                                   | ** ** | **17**   |
|              |       |                                                                         |       |     |
| 2.01              |       | Loans                                                                        |       | 17       |
| 2.02              |       | Borrowings,  Conversions and Continuations of Loans                          |       | 17       |
| 2.03              |       | Letters of  Credit                                                           |       | 19       |
| 2.04              |       | Prepayments                                                                  |       | 25       |
| 2.05              |       | Termination or  Reduction of Commitments                                     |       | 25       |
| 2.06              |       | Repayment of  Loans                                                          |       | 26       |
| 2.07              |       | Interest                                                                     |       | 26       |
| 2.08              |       | Fees                                                                         |       | 27       |
| 2.09              |       | Computation of  Interest and Fees                                            |       | 27       |
| 2.10              |       | Evidence of Debt                                                             |       | 27       |
| 2.11              |       | Payments  Generally; Agent’s Clawback                                   |       | 28       |
| 2.12              |       | Sharing of  Payments                                                         |       | 29       |
| 2.13              |       | Increase in  Commitments                                                     |       | 30       |
|              |       |                                                                         |       |     |
| **ARTICLE  III.** | ** ** | **TAXES,  YIELD PROTECTION AND ILLEGALITY**                                  | ** ** | **30**   |
|              |       |                                                                         |       |     |
| 3.01              |       | Taxes                                                                        |       | 30       |
| 3.02              |       | Illegality                                                                   |       | 31       |
| 3.03              |       | Inability to  Determine Rates                                                |       | 32       |
| 3.04              |       | Increased Costs                                                              |       | 32       |
| 3.05              |       | Compensation for  Losses                                                     |       | 33       |
| 3.06              |       | Mitigation Obligations                                                       |       | 33       |
| 3.07              |       | Survival                                                                     |       | 34       |
|              |       |                                                                         |       |     |
| **ARTICLE  IV.**  | ** ** | **CONDITIONS  PRECEDENT TO CREDIT EXTENSIONS**                               | ** ** | **34**   |
|              |       |                                                                         |       |     |
| 4.01              |       | Conditions of  Initial Credit Extension                                      |       | 34       |
| 4.02              |       | Conditions to  All Credit Extensions                                         |       | 35       |
|              |       |                                                                         |       |     |
| **ARTICLE  V.**   | ** ** | **REPRESENTATIONS  AND WARRANTIES**                                          | ** ** | **35**   |
|              |       |                                                                         |       |     |
| 5.01              |       | Existence,  Qualification and Power                                          |       | 35       |
| 5.02              |       | Authorization;  No Contravention                                             |       | 36       |
| 5.03              |       | Governmental  Authorization; Other Consents                                  |       | 36       |
| 5.04              |       | Binding Effect                                                               |       | 36       |
| 5.05              |       | Financial  Statements; No Material Adverse Effect; No Internal Control Event |       | 36       |
| 5.06              |       | Litigation                                                                   |       | 36       |
| 5.07              |       | No Default                                                                   |       | 37       |
| 5.08              |       | Ownership of  Property; Liens                                                |       | 37       |
| 5.09              |       | Environmental  Compliance                                                    |       | 37       |
| 5.10              |       | Insurance                                                                    |       | 37       |
| 5.11              |       | Taxes                                                                        |       | 37       |
| 5.12              |       | ERISA Compliance                                                             |       | 37       |
| 5.13              |       | Subsidiaries                                                                 |       | 38       |

 

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| 5.14               |       | Margin  Regulations; Investment Company Act; Public Utility Holding Company Act |       | 38     |
|--------------------|------------|---------------------------------------------------------------------------------|------------|--------|
| 5.15               |       | Disclosure                                                                      |       | 38     |
| 5.16               |       | Compliance with  Laws                                                           |       | 38     |
| 5.17               |       | Taxpayer  Identification Number                                                 |       | 38     |
| 5.18               |       | Intellectual  Property; Licenses, Etc                                           |       | 38     |
| 5.19               |       | Solvency                                                                        |       | 39     |
|               |       |                                                                            |       |   |
| **ARTICLE  VI.**   | ** ** | **AFFIRMATIVE  COVENANTS**                                                      | ** ** | **39** |
|               |       |                                                                            |       |   |
| 6.01               |       | Financial  Statements                                                           |       | 39     |
| 6.02               |       | Certificates;  Other Information                                                |       | 39     |
| 6.03               |       | Notices                                                                         |       | 40     |
| 6.04               |       | Payment of  Obligations                                                         |       | 41     |
| 6.05               |       | Preservation of  Existence, Etc                                                 |       | 41     |
| 6.06               |       | Maintenance of  Properties                                                      |       | 41     |
| 6.07               |       | Maintenance of  Insurance                                                       |       | 41     |
| 6.08               |       | Compliance with  Laws                                                           |       | 41     |
| 6.09               |       | Books and  Records                                                              |       | 42     |
| 6.10               |       | Inspection  Rights                                                              |       | 42     |
| 6.11               |       | Financial  Covenants                                                            |       | 42     |
| 6.12               |       | Use of Proceeds                                                                 |       | 42     |
| 6.13               |       | Additional  Guarantors                                                          |       | 42     |
|               |       |                                                                            |       |   |
| **ARTICLE  VII.**  | ** ** | **NEGATIVE  COVENANTS**                                                         | ** ** | **43** |
|               |       |                                                                            |       |   |
| 7.01               |       | Liens                                                                           |       | 43     |
| 7.02               |       | Investments                                                                     |       | 43     |
| 7.03               |       | Indebtedness                                                                    |       | 44     |
| 7.04               |       | Fundamental  Changes                                                            |       | 44     |
| 7.05               |       | Dispositions                                                                    |       | 45     |
| 7.06               |       | Change in Nature  of Business                                                   |       | 45     |
| 7.07               |       | Transactions  With Affiliates                                                   |       | 45     |
| 7.08               |       | Burdensome  Agreements                                                          |       | 45     |
| 7.09               |       | Use of Proceeds                                                                 |       | 46     |
|               |       |                                                                            |       |   |
| **ARTICLE  VIII.** | ** ** | **EVENTS  OF DEFAULT AND REMEDIES**                                             | ** ** | **46** |
|               |       |                                                                            |       |   |
| 8.01               |       | Events of  Default                                                              |       | 46     |
| 8.02               |       | Remedies Upon  Event of Default                                                 |       | 47     |
| 8.03               |       | Application of  Funds                                                           |       | 48     |
|               |       |                                                                            |       |   |
| **ARTICLE  IX.**   | ** ** | **ADMINISTRATIVE  AGENT**                                                       | ** ** | **49** |
|               |       |                                                                            |       |   |
| 9.01               |       | Appointment and  Authorization of Administrative Agent                          |       | 49     |
| 9.02               |       | Rights as a  Lender                                                             |       | 49     |
| 9.03               |       | Exculpatory  Provisions                                                         |       | 49     |
| 9.04               |       | Reliance by  Administrative Agent                                               |       | 50     |
| 9.05               |       | Delegation of  Duties                                                           |       | 50     |
| 9.06               |       | Resignation of  Agent                                                           |       | 50     |
| 9.07               |       | Non-Reliance on  Agent and Other Lenders                                        |       | 51     |
| 9.08               |       | No Other Duties,  Etc                                                           |       | 51     |
| 9.09               |       | Administrative  Agent May File Proofs of Claim                                  |       | 51     |
| 9.10               |       | Guaranty Matters                                                                |       | 52     |
|               |       |                                                                            |       |   |
| **ARTICLE  X.**    | ** ** | **CONTINUING  GUARANTY**                                                        | ** ** | **52** |
|               |       |                                                                            |       |   |
| 10.01              |       | Guaranty.                                                                       |       | 52     |
| 10.02              |       | Rights of  Lenders                                                              |       | 52     |

 

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| 10.03            |                                                               | Certain Waivers                                    |       | 52         |
|------------------|--------------------------------------------------------------------|----------------------------------------------------|------------|------------|
| 10.04            |                                                               | Obligations  Independent                           |       | 52         |
| 10.05            |                                                               | Limitation of  Liability                           |       | 53         |
| 10.06            |                                                               | Borrower  Indemnity                                |       | 53         |
| 10.07            |                                                               | Guarantor  Contribution                            |       | 53         |
| 10.08            |                                                               | Subrogation                                        |       | 53         |
| 10.09            |                                                               | Termination;  Reinstatement                        |       | 53         |
| 10.10            |                                                               | Subordination                                      |       | 53         |
| 10.11            |                                                               | Stay of  Acceleration                              |       | 54         |
| 10.12            |                                                               | Condition of  Borrower                             |       | 54         |
|             |                                                               |                                               |       |       |
| **ARTICLE  XI.** | ** **                                                         | **MISCELLANEOUS**                                  | ** ** | **54**     |
|             |                                                               |                                               |       |       |
| 11.01            |                                                               | Amendments, Etc                                    |       | 54         |
| 11.02            |                                                               | Notices;  Effectiveness; Electronic Communications |       | 55         |
| 11.03            |                                                               | No Waiver;  Cumulative Remedies                    |       | 56         |
| 11.04            |                                                               | Expenses; Indemnity;  Damage Waiver                |       | 56         |
| 11.05            |                                                               | Payments Set  Aside                                |       | 58         |
| 11.06            |                                                               | Successors and  Assigns                            |       | 58         |
| 11.07            |                                                               | Treatment of  Certain Information; Confidentiality |       | 61         |
| 11.08            |                                                               | Right of Setoff                                    |       | 62         |
| 11.09            |                                                               | Interest Rate  Limitation                          |       | 62         |
| 11.10            |                                                               | Counterparts;  Integration; Effectiveness          |       | 62         |
| 11.11            |                                                               | Survival of  Representations and Warranties        |       | 62         |
| 11.12            |                                                               | Severability                                       |       | 62         |
| 11.13            |                                                               | Governing Law;  Jurisdiction; Etc                  |       | 63         |
| 11.14            |                                                               | Arbitration                                        |       | 63         |
| 11.15            |                                                               | Waiver of Jury  Trial                              |       | 64         |
| 11.16            |                                                               | No Advisory or  Fiduciary Responsibility           |       | 64         |
| 11.17            |                                                               | Time of the  Essence                               |       | 65         |
| 11.18            |                                                               | USA PATRIOT Act  Notice                            |       | 65         |
|             |                                                               |                                               |       |       |
| **SCHEDULES**    | ** **                                                         | ** **                                         | ** ** | ** ** |
|             |                                                               |                                               |       |       |
| 2.01             | Commitments and  Applicable Percentages                            |                                               |       |
| 5.06             | Litigation                                                         |                                               |       |
| 5.09             | Environmental  Matters                                             |                                               |       |
| 5.13             | Subsidiaries and  Other Equity Investments                         |                                               |       |
| 7.01             | Existing Liens                                                     |                                               |       |
| 7.03             | Existing  Indebtedness                                             |                                               |       |
| 10.02            | Administrative  Agent’s Office, Certain Addresses for Notices |                                               |       |
| 10.06            | Processing and  Recordation Fees                                   |                                               |       |
|             |                                                               |                                               |       |
| **EXHIBITS**     | ** **                                                         | ** **                                         | ** ** |
|             |                                                               |                                               |       |
| ***Form of***    |                                                               |                                               |
| A                | Loan Notice                                                        |                                               |       |
| B                | Note                                                               |                                               |       |
| C                | Compliance  Certificate                                            |                                               |       |
| D                | Joinder  Agreement                                                 |                                               |       |
| E                | Assignment and  Assumption                                         |                                               |       |
|                  |                                                                    |                                                    |            |            |  |  |

 

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**CREDITAGREEMENT**

CREDIT AGREEMENT (this “Agreement”)is entered into as of December 13, 2006, among MWI VETERINARY SUPPLY CO.,an Idaho corporation (the “Borrower”), MWI VETERINARY SUPPLY, INC., aDelaware corporation (the “Parent”), MEMORIAL PET CARE, INC., an Idahocorporation (“Memorial” and together with Parent and each otherguarantor becoming a party hereto as provided in Section 6.13,collectively, the “Guarantors” and individually, a “Guarantor”),BANK OF AMERICA, N.A., a national banking association (“Bank of America”),WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”and together with Bank of America and each other lender from time to time partyhereto, collectively, the “Lenders” and individually, a “Lender”),and BANK OF AMERICA, N.A., a national banking association, as AdministrativeAgent and L/C Issuer.

Borrower has requestedthat Lenders provide a revolving credit facility, and Lenders are willing to doso on the terms and conditions set forth herein.  In consideration of the mutual covenants andagreements 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 followingterms shall have the meanings set forth below:

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied byAgent.

“Affiliate” means,with respect to any Person, another Person that directly, or indirectly throughone or more intermediaries, Controls or is Controlled by or is under commonControl with the Person specified.

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

“Agent Fee Letter”has the meaning specified in Section 2.08(b).

“Agent’s Office”means Agent’s address and, as appropriate, account as set forth on Schedule 10.02,or such other address or account as Agent may from time to time notify Borrowerand Lenders.

“Aggregate Commitments”means the Commitments of all Lenders.

“Agreement” meansthis Credit Agreement.

“Applicable Percentage”means with respect to any Lender at any time, the percentage (carried out tothe ninth decimal place) of the Aggregate Commitments represented by suchLender’s Commitment at such time.  If thecommitment of each Lender to make Loans and the obligation of the L/C Issuer tomake L/C Credit Extensions have been terminated pursuant to Section 8.02or if the Aggregate Commitments have expired, then the Applicable Percentage ofeach Lender shall be determined based on the Applicable Percentage of suchLender most recently in effect, giving effect to any subsequentassignments.  The initial ApplicablePercentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01or in the Assignment and Assumption pursuant to which such Lender becomes aparty hereto, as applicable.

“Applicable Rate”means, from time to time, the following percentages per annum, based upon theFunded Debt to EBITDA Ratio (the “Financial Covenant”) as set forth inthe most recent Compliance Certificate received by Agent pursuant to Section 6.02(a):

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**Applicable Rate**

 
| Pricing  Level | ** ** | **Funded Debt to  EBITDA Ratio** | ** ** | **Commitment  Fee** | ** ** | **Eurodollar  Rate  +** | ** ** | **Letters of  Credit** | ** ** | **Base Rate  +** | ** ** |
|----------------|------------|-------------------------------------------------|------------|---------------------|------------|-------------------------|------------|-----------------------------|------------|-----------------------|------------|
| 1              |       | <1.75:1                                      |       | 0.125%              |       | 0.70%                   |       | 0.575                       |       | 0.00%                 |       |
| 2              |       | <2.50:1  but >1.75:1                      |       | 0.185%              |       | 1.00%                   |       | 0.875                       |       | 0.00%                 |       |
| 3              |       | >2.50:1                                      |       | 0.250%              |       | 1.25%                   |       | 1.125                       |       | 0.25%                 |       |

 

Any increase or decreasein the Applicable Rate resulting from a change in the Financial Covenant shallbecome effective commencing on the 5th Business Day immediately following thedate a Compliance Certificate is delivered pursuant to Section 6.02(a);provided, however, that if a Compliance Certificate is notdelivered when due in accordance with such Section, then Pricing Level 3 shallapply commencing on the 5th Business Day following the date such ComplianceCertificate was required to have been delivered.  The Applicable Rate in effect from theClosing Date through the date a Compliance Certificate is delivered pursuant toSection 6.02(a) for the fiscal quarters of Parent endedDecember 31, 2006, shall be determined based upon Pricing Level 1.

“Assignee Group”means two or more Eligible Assignees that are Affiliates of one another.

“Assignment and Assumption”means an assignment and assumption entered into by a Lender and an assignee(with the consent of any party whose consent is required by Section 11.06(b)),and accepted by Agent, in substantially the form of Exhibit E orany other form approved by Agent.

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

“Audited FinancialStatements” means the audited consolidated balance sheet of the Parent,Borrower and its Subsidiaries for the fiscal year ended September 30,2005, and the related consolidated statements of income or operations, shareholders’equity and cash flows for such fiscal year of the Parent, Borrower and itsSubsidiaries, including the notes thereto.

“Availability Period”means the period from and including the Closing Date to the earliest of(a) the Maturity Date, (b) the date of termination of the AggregateCommitments pursuant to Section 2.05, and (c) the date oftermination of the commitment of each Lender to make Loans and of theobligation 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” meansfor any day a fluctuating rate per annum equal to the higher of (a) theFederal Funds Rate plus 1/2 of 1% and (b) the rate of interest ineffect for such day as publicly announced from time to time by Bank of Americaas its “prime rate.”  The “prime rate” isa rate set by Bank of America based upon various factors including Bank ofAmerica’s costs and desired return, general economic conditions and otherfactors, and is used as a reference point for pricing some loans, which may bepriced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effectat the opening of business on the day specified in the public announcement ofsuch change.

“Base Rate Loan”means a Loan that bears interest based on the Base Rate.

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

“Borrower Account”has the meaning specified in Section 2.11(a)(ii).

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

“Borrowing” meansa borrowing consisting of simultaneous Loans of the same Type and, in the caseof Eurodollar Fixed Rate Loans, having the same Interest Period made by each ofthe Lenders pursuant to Section 2.01.

“Business Day”means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, thestate where Administrative Agent’s Office is located and, if such day relatesto any Eurodollar Rate Loan, means any such day on which dealings in Dollardeposits are conducted by and between banks in the London interbank eurodollarmarket.

“Capital Stock”means (a) in the case of a corporation, capital stock, (b) in thecase of an association or business entity, any and all shares, interests,participations, rights or other equivalents (however designated) of capitalstock, (c) in the case of a partnership, partnership interests (whethergeneral or limited), (d) in the case of a limited liability company,membership interests and (e) any other interest or participation thatconfers on a Person the right to receive a share of the profits and losses of,or distributions of assets of, the issuing Person.

“Cash Collateralize”has the meaning specified in Section 2.03(g).

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

“Change of Control”means,

(a)           withrespect to the Parent, an event or series of events by which:

(i)            any“person” or “group” (as such terms are used in Sections 13(d) and 14(d) ofthe Exchange Act, but excluding any employee benefit plan of such person or itssubsidiaries, and any person or entity acting in its capacity as trustee, agentor other fiduciary or administrator of any such plan) becomes the “beneficialowner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except thata person or group shall be deemed to have “beneficial ownership” of allsecurities that such person or group has the right to acquire, whether suchright is exercisable immediately or only after the passage of time (such right,an “option right”)), directly or indirectly, of 30% or more of the equity securitiesof such Person entitled to vote for members of the board of directors orequivalent governing body of such Person on a fully-diluted basis (and takinginto account all such securities that such person or group has the right toacquire pursuant to any option right);

(ii)           duringany period of 12 consecutive months, a majority of the members of the board ofdirectors or other equivalent governing body of such Person cease to becomposed of individuals (A) who were members of that board or equivalentgoverning body on the first day of such period, (B) whose election ornomination to that board or equivalent governing body was approved byindividuals referred to in clause (A) above constituting at the time ofsuch election or nomination at least a majority of that board or equivalentgoverning body or (C) whose election or nomination to that board or otherequivalent governing body was approved by individuals referred to inclauses (A) and (B) above constituting at the time of such election or nominationat least a majority of that board or equivalent governing body (excluding, inthe case of both clause (B) and clause (C), any individual whoseinitial nomination for, or assumption of office as, a member of that board orequivalent governing body occurs as a result of an actual or threatenedsolicitation of proxies or consents for the election or removal of one or more

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directors by any person or group other than a solicitation for theelection of one or more directors by or on behalf of the board of directors);or

(iii)          anyindividual(s) or entity(s) acting in concert shall have acquired by contract orotherwise, or shall have entered into a contract or arrangement that, uponconsummation thereof, will result in its or their acquisition of the power toexercise, directly or indirectly, a controlling influence over the managementor policies of such Person, or control over the equity securities of suchPerson entitled to vote for members of the board of directors or equivalentgoverning body of such Person on a fully-diluted basis (and taking into accountall such securities that such individual(s) or entity(s) or group has the rightto acquire pursuant to any option right) representing 25% or more of thecombined voting power of such securities;

(b)           withrespect to Borrower, an event or series of events by which the Parent ceases todirectly own and control all of the Equity Interests of Borrower; and

(c)           withrespect to Memorial and each other Guarantor (other than Parent), an event orseries of events by which Borrower or Parent ceases to directly own and controlall of the Equity Interests of such Person.

“Closing Date”means the first date all the conditions precedent in Section 4.01are satisfied or waived in accordance with Section 11.01.

“Code” means the InternalRevenue Code of 1986.

“Collected Balances”means, on any day, all funds on deposit in the Borrower Account for which finalcredit has been given to Borrower pursuant to applicable Laws governing Bank ofAmerica.

“Commitment”means, as to each Lender, its obligation to (a) make Loans to Borrowerpursuant to Section 2.01, and (b) purchase participations inL/C Obligations, in an aggregate principal amount at any one time outstandingnot to exceed the amount set forth opposite such Lender’s name on Schedule 2.01or in the Assignment and Assumption pursuant to which such Lender becomes aparty hereto, as applicable, as such amount may be adjusted from time to timein accordance with this Agreement.

“ComplianceCertificate” means a certificate substantially in the form of Exhibit C.

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

“Control” meansthe possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meaningscorrelative thereto.

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

“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 similardebtor relief Laws of the United States or other applicable jurisdictions fromtime to time in effect and affecting the rights of creditors generally.

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

“Default Rate”means (a) when used with respect to Obligations other than L/C Fees aninterest rate equal to (i) the Base Rate plus (ii) theApplicable Rate, if any, applicable to Base Rate Loans plus(iii) 2% per annum; provided, however, that with respect toa Eurodollar Rate Loan, the Default Rate shall

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be an interest rate equalto Eurodollar Rate otherwise applicable to such Loan plus 2% per annum,and (b) when used with respect to L/C Fees, a rate equal to the ApplicableRate plus 2% per annum.

“Defaulting Lender”means any Lender that (a) has failed to fund any portion of the Loans,participations in L/C Obligations required to be funded by it hereunder withinone Business Day of the date required to be funded by it hereunder unless suchfailure has been cured, (b) has otherwise failed to pay over to Agent orany other Lender any other amount required to be paid by it hereunder withinone Business Day of the date when due, unless the subject of a good faithdispute or unless such failure has been cured, or (c) has been deemedinsolvent or become the subject of a bankruptcy or insolvency proceeding.

“Disposition” or “Dispose”means the sale, transfer, license, lease or other disposition (including anysale and leaseback transaction) of any property by any Person, including anysale, assignment, transfer or other disposal, with or without recourse, of anynotes or accounts receivable or any rights and claims associated therewith.

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

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

“EBITDA” means,for any period, for Parent and its Subsidiaries on a consolidated basis, anamount equal to the net income of Parent and its Subsidiaries plus(a) the following to the extent deducted in calculating such net income(i) losses from discontinued operations and extraordinary items,(ii) income taxes, (iii) interest expense and (iv) depreciation,depletion, and amortization less (b) income from discontinuedoperations and extraordinary items.

“Eligible Assignee”means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii),(v) and (vi) (subject to such consents, if any, as may berequired under Section 11.06(b)(iii)).

“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 governmentalrestrictions relating to pollution and the protection of the environment or therelease of any materials into the environment, including those related tohazardous substances or wastes, air emissions and discharges to waste or publicsystems.

“EnvironmentalLiability” means any liability, contingent or otherwise (including any liabilityfor damages, costs of environmental remediation, fines, penalties orindemnities), of Borrower, any other Loan Party or any of their respectiveSubsidiaries 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 HazardousMaterials, (c) exposure to any Hazardous Materials, (d) the releaseor threatened release of any Hazardous Materials into the environment or(e) any contract, agreement or other consensual arrangement pursuant towhich 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 (orother ownership or profit interests in) such Person, all of the warrants,options or other rights for the purchase or acquisition from such Person ofshares of Capital Stock of (or other ownership or profit interests in) suchPerson, all of the securities convertible into or exchangeable for shares ofCapital Stock of (or other ownership or profit interests in) such Person orwarrants, rights or options for the purchase or acquisition from such Person ofsuch shares (or such other interests), and all of the other ownership or profitinterests in such Person (including partnership, member or trust intereststherein), whether voting or nonvoting, and whether or not such shares,warrants, options, rights or other interests are outstanding on any date ofdetermination.

“ERISA” means the EmployeeRetirement Income Security Act of 1974.

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

“ERISA Event”means (a) a Reportable Event with respect to a Pension Plan; (b) awithdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject toSection 4063 of ERISA during a plan year in which it was a substantialemployer (as defined in Section 4001(a)(2) of ERISA) or a cessation ofoperations that is treated as such a withdrawal under Section 4062(e) ofERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliatefrom a Multiemployer Plan or notification that a Multiemployer Plan is inreorganization; (d) the filing of a notice of intent to terminate, thetreatment of a Plan amendment as a termination under Section 4041 or 4041Aof ERISA, or the commencement of proceedings by the PBGC to terminate a PensionPlan or Multiemployer Plan; (e) an event or condition which constitutesgrounds under Section 4042 of ERISA for the termination of, or theappointment of a trustee to administer, any Pension Plan or Multiemployer Plan;or (f) the imposition of any liability under Title IV of ERISA, other thanfor PBGC premiums due but not delinquent under Section 4007 of ERISA, uponBorrower or any ERISA Affiliate.

“Eurodollar Fixed Rate”means for any Interest Period with respect to a Eurodollar Fixed Rate Loan, arate per annum determined by Agent pursuant to the following formula:

| Eurodollar Fixed Rate = | Eurodollar Base  Rate                      |
|-------------------------|--------------------------------------------|
|                    | 1.00 –  Eurodollar Reserve Percentage |

 

Where,

“Eurodollar Base Rate” means, for such Interest Period the rateper annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”),as published by Reuters (or other commercially available source providingquotations of BBA LIBOR as designated by Agent from time to time) atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period, for Dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such timefor any reason, then the “Eurodollar Base Rate” for such Interest Period shallbe the rate per annum determined by Agent to be the rate at which deposits inDollars for delivery on the first day of such Interest Period in same day fundsin the approximate amount of the Eurodollar Rate Loan being made, continued orconverted by Bank of America and with a term equivalent to such Interest Periodwould be offered by Bank of America’s London Branch to major banks in theLondon interbank eurodollar market at their request at approximately11:00 a.m. (London time) two Business Days prior to the commencement ofsuch Interest Period.

“Eurodollar Reserve Percentage” means, for any day during anyInterest Period, the reserve percentage (expressed as a decimal, carried out tofive decimal places) in effect on such day, whether or not applicable to anyLender, under regulations issued from time to time by the Board of Governors ofthe Federal Reserve System of the United States for determining the maximumreserve requirement (including any emergency, supplemental or other marginalreserve requirement) with respect to Eurocurrency funding (currently referredto as “Eurocurrency liabilities”).  TheEurodollar Fixed Rate for each outstanding Eurodollar Fixed Rate Loan shall beadjusted automatically as of the effective date of any change in the EurodollarReserve Percentage.

“Eurodollar Fixed RateLoan” means a Loan that bears interest at a rate based on the EurodollarFixed Rate.

“Eurodollar FloatingRate” means for any day with respect to a Eurodollar Floating Rate Loan, arate per annum determined by Agent pursuant to the following formula:

| Eurodollar Floating Rate = | Eurodollar Base  Rate                      |
|----------------------------|--------------------------------------------|
|                       | 1.00 –  Eurodollar Reserve Percentage |

 

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Where,

“Eurodollar Base Rate” means, for any day the rate per annumequal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), aspublished by Reuters (or other commercially available source providingquotations of BBA LIBOR as designated by Agent from time to time) atapproximately 11:00 a.m., London time, on such day, for Dollar deposits(for delivery on such day) with a term of one day; provided that if suchday is not a Business Day, the Eurodollar Base Rate for such day shall be suchrate as so published by Reuters (or other commercially available sourceproviding quotations of BBA LIBOR as designated by Agent from time to time) atapproximately 11:00 a.m., London time, on the next preceding BusinessDay.  If such rate is not available atsuch time for any reason, then the “Eurodollar Base Rate” for such day shall bethe rate per annum determined by Agent to be the rate at which deposits inDollars for delivery on such day in same day funds in the approximate amount ofthe Eurodollar Rate Loan being made, continued or converted by Bank of Americaand with a term of one day would be offered by Bank of America’s London Branchto major banks in the London interbank eurodollar market at their request atapproximately 11:00 a.m. (London time) on such day.

“Eurodollar Reserve Percentage” means, for any day, the reservepercentage (expressed as a decimal, carried out to five decimal places) ineffect on such day, whether or not applicable to any Lender, under regulationsissued from time to time by the Board of Governors of the Federal ReserveSystem of the United States for determining the maximum reserve requirement(including any emergency, supplemental or other marginal reserve requirement)with respect to Eurocurrency funding (currently referred to as “Eurocurrencyliabilities”).  The Eurodollar FloatingRate for each outstanding Eurodollar Floating Rate Loan shall be adjustedautomatically as of the effective date of any change in the Eurodollar ReservePercentage.

“Eurodollar FloatingRate Loan” means a Loan that bears interest at a rate based on theEurodollar Floating Rate.

“Eurodollar Rate”means (i) with respect to a Eurodollar Floating Rate Loan, the EurodollarFloating Rate and (ii) with respect to a Eurodollar Fixed Rate Loan, theEurodollar Fixed Rate.

“Eurodollar Rate Loan”means a Loan that bears interest at a rate based on the Eurodollar Rate.

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

“Exchange Act”means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes”means, with respect to Agent, any Lender, the L/C Issuer or any other recipientof any payment to be made by or on account of any obligation of Borrowerhereunder, (a) taxes imposed on or measured by its overall net income(however denominated), and franchise taxes imposed on it (in lieu of net incometaxes), by the jurisdiction (or any political subdivision thereof) under thelaws of which such recipient is organized or in which its principal office is locatedor, in the case of any Lender, in which its applicable Lending Office islocated, and (b) any branch profits taxes imposed by the United States orany similar tax imposed by any other jurisdiction in which Borrower is located.

“Existing Credit Agreement”has the meaning specified in Section 4.01(a)(ix).

“Existing Letters ofCredit” means the following letters of credit issued by Bank of Americaunder the Existing Credit Agreement:

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| Letter of Credit No. | ** ** | **Beneficiary**                    |
|----------------------|------------|------------------------------------|
| 3077641              |       | Arizona State Board of Pharmacy    |
| 3061325              |       | Florida Dept. of Health Services   |
| 3074646              |       | Florida Dept. of Health Services   |
| 3074647              |       | Florida Dept. of Health Services   |
| 3079479              |       | Florida Dept. of Health Services   |
| 3083840              |       | Florida Dept. of Health Services   |
| 3083841              |       | Florida Dept. of Health Services   |
| 3083843              |       | Florida Dept. of Health Services   |
| 3084523              |       | Florida Dept. of Health Services   |
| 3083842              |       | Indiana State Board of Pharmacy    |
| 3084547              |       | Nevada State Board of Pharmacy     |
| 3080067              |       | California State Board of Pharmacy |

 

“Federal Funds Rate”means, for any day, the rate per annum equal to the weighted average of therates on overnight Federal funds transactions with members of the FederalReserve System arranged by Federal funds brokers on such day, as published bythe Federal Reserve Bank of New York on the Business Day next succeeding suchday; provided that (a) if such day is not a Business Day, theFederal Funds Rate for such day shall be such rate on such transactions on thenext preceding Business Day as so published on the next succeeding BusinessDay, and (b) if no such rate is so published on such next succeedingBusiness 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 toBank of America on such day on such transactions as determined by Agent.

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

“Funded Debt”means, as of any date of determination, for Parent and its Subsidiaries on aconsolidated basis, the sum of (a) all outstanding liabilities forborrowed money and other interest-bearing liabilities of Parent and itsSubsidiaries, including current and long term liabilities, less(b) the non-current portion of Subordinated Liabilities.

“Funded Debt to EBITDARatio” has the meaning specified in Section 6.11(b).

“GAAP” meansgenerally accepted accounting principles in the United States set forth in theopinions and pronouncements of the Accounting Principles Board and the AmericanInstitute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board or such other principles as may beapproved by a significant segment of the accounting profession in the UnitedStates, that are applicable to the circumstances as of the date ofdetermination, consistently applied.

“GovernmentalAuthority” means the government of the United States or any other nation,or of any political subdivision thereof, whether state or local, and anyagency, authority, instrumentality, regulatory body, court, central bank orother entity exercising executive, legislative, judicial, taxing, regulatory oradministrative powers or functions of or pertaining to government (includingany supra-national bodies such as the European Union or the European CentralBank).

“Guarantee” means,as to any Person, any (a) any obligation, contingent or otherwise, of suchPerson guaranteeing or having the economic effect of guaranteeing anyIndebtedness or other obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including anyobligation of such Person, direct or indirect, (i) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness or otherobligation, (ii) to purchase or lease property, securities or services forthe purpose of assuring the obligee in respect of such Indebtedness or otherobligation of the payment or performance of such Indebtedness or otherobligation, (iii) to maintain working capital, equity capital or any otherfinancial statement condition or liquidity or level of income or cash flow ofthe primary obligor so as to enable the primary obligor to pay

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such Indebtedness orother obligation, or (iv) entered into for the purpose of assuring in anyother manner the obligee in respect of such Indebtedness or other obligation ofthe payment or performance thereof or to protect such obligee against loss inrespect thereof (in whole or in part), or (b) any Lien on any assets ofsuch 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 toobtain any such Lien).  The amount of anyGuarantee shall be deemed to be an amount equal to the stated or determinableamount of the related primary obligation, or portion thereof, in respect ofwhich such Guarantee is made or, if not stated or determinable, the maximum reasonablyanticipated liability in respect thereof as determined by the guaranteeingPerson in good faith.  The term “Guarantee”as a verb has a corresponding meaning.

“Guarantors”means, collectively, Parent, Memorial and each other Subsidiary that shall berequired to execute and deliver a Joinder Agreement pursuant to Section 6.13.

“Guaranty” meansthe Guaranty made by the Guarantors under Article X in favor ofAgent, the Lenders and the L/C Issuer.

“Hazardous Materials”means all explosive or radioactive substances or wastes and all hazardous ortoxic substances, wastes or other pollutants, including petroleum or petroleumdistillates, asbestos or asbestos-containing materials, polychlorinatedbiphenyls, radon gas, infectious or medical wastes and all other substances orwastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness”means, as to any Person at a particular time, without duplication, all of thefollowing, whether or not included as indebtedness or liabilities in accordancewith GAAP:

(a)           allobligations of such Person for borrowed money and all obligations of suchPerson evidenced by bonds, debentures, notes, loan agreements or other similarinstruments;

(b)           alldirect 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)           netobligations of such Person under any Swap Contract;

(d)           allobligations of such Person to pay the deferred purchase price of property orservices (other than trade accounts payable in the ordinary course of businessand, in each case, not past due for more than 60 days after the date on whichsuch trade account payable was created);

(e)           indebtedness(excluding prepaid interest thereon) secured by a Lien on property owned orbeing purchased by such Person (including indebtedness arising underconditional sales or other title retention agreements), whether or not suchindebtedness shall have been assumed by such Person or is limited in recourse;

(f)            capitalleases and Synthetic Lease Obligations;

(g)           allobligations of such Person to purchase, redeem, retire, defease or otherwisemake any payment in respect of any Equity Interest in such Person or any otherPerson, valued, in the case of a redeemable preferred interest, at the greaterof its voluntary or involuntary liquidation preference plus accrued andunpaid dividends; and

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

For all purposes hereof,the Indebtedness of any Person shall include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which such Person is a generalpartner or a joint venturer, unless such Indebtedness is expressly madenon-recourse to such Person.  The amountof any net obligation under any Swap Contract on any date shall be deemed to bethe Swap Termination Value thereof as of such date.  The

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amount of any capitallease or Synthetic Lease Obligation as of any date shall be deemed to be theamount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes”means Taxes other than Excluded Taxes.

“Indemnitees” hasthe meaning specified in Section 11.04(b).

“Information” hasthe meaning specified in Section 11.07.

“Interest Payment Date”means, (a) as to any Eurodollar Floating Rate Loan, the last Business Dayof each month and the Maturity Date; (b) as to any Eurodollar Fixed RateLoan, the last day of each Interest Period applicable to such Loan and theMaturity Date; and (c) as to any Base Rate Loan, the last Business Day ofeach month and the Maturity Date

“Interest Period”means, as to each Eurodollar Fixed Rate Loan, the period commencing on the datesuch Eurodollar Fixed Rate Loan is disbursed or converted to or continued as aEurodollar Fixed Rate Loan and ending on the date one month thereafter, asselected by Borrower in its Loan Notice; provided that:

i.              anyInterest Period that would otherwise end on a day that is not a Business Dayshall be extended to the next succeeding Business Day unless such Business Dayfalls in another calendar month, in which case such Interest Period shall endon the next preceding Business Day;

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

iii.            noInterest Period shall extend beyond the Maturity Date.

“Internal ControlEvent” means a material weakness in, or fraud that involves management orother employees who have a significant role in, Borrower’s internal controlsover financial reporting, in each case as described in the Securities Laws.

“Investment”means, as to any Person, any direct or indirect acquisition or investment bysuch Person, whether by means of (a) the purchase or other acquisition ofCapital Stock or other securities of another Person, (b) a loan, advanceor capital contribution to, Guarantee or assumption of debt of, or purchase orother acquisition of any other debt or equity participation or interest in,another Person, including any partnership or joint venture interest in suchother Person and any arrangement pursuant to which the investor GuaranteesIndebtedness of such other Person, or (c) the purchase or otheracquisition (in one transaction or a series of transactions) of assets ofanother Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shallbe the amount actually invested, without adjustment for subsequent increases ordecreases in the value of such Investment.

“IP Rights” hasthe meaning specified in Section 5.18.

“IRS” means theUnited States Internal Revenue Service.

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

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

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“Joinder Agreement”means an additional guarantor joinder agreement entered into by a Subsidiary,and accepted by Agent, substantially in the form of Exhibit D orany other form approved by Agent.

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

“L/C Advance”means, with respect to each Lender, such Lender’s funding of its participationin any L/C Borrowing in accordance with its Applicable Percentage.

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

“L/C Borrowing”means an extension of credit resulting from a drawing under any Letter ofCredit which has not been reimbursed on the date when made or refinanced as aBorrowing.

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

“L/C Expiration Date”means the day that is thirty days prior to the Maturity Date then in effect(or, if such day is not a Business Day, the next preceding Business Day).

“L/C Fee” has themeaning specified in Section 2.03(i).

“L/C Issuer” meansBank of America in its capacity as issuer of Letters of Credit hereunder, orany successor issuer of Letters of Credit hereunder.

“L/C Obligations”means, as at any date of determination, the aggregate amount available to bedrawn under all outstanding Letters of Credit plus the aggregate of allUnreimbursed Amounts, including all L/C Borrowings. For purposes of computingthe amount available to be drawn under any Letter of Credit, the amount of suchLetter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on anydate of determination a Letter of Credit has expired by its terms but anyamount may still be drawn thereunder by reason of the operation of Rule 3.14 ofthe ISP, such Letter of Credit shall be deemed to be “outstanding” in theamount so remaining available to be drawn.

“L/C Sublimit”means an amount equal to $10,000,000. The L/C Sublimit is part of, and not in addition to, the AggregateCommitments.

“Lender” has themeaning specified in the introductory paragraph hereto.

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

“Letter of Credit”means any standby letter of credit issued hereunder and shall include the ExistingLetters of Credit.  A Letter of Creditmay be a commercial letter of credit or a standby letter of credit.

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

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“Loan” has themeaning specified in Section 2.01.

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

“Loan Notice”means a notice of (a) a Borrowing, (b) a conversion of Loans from oneType to the other, or (c) a continuation of Eurodollar Fixed Rate Loans,pursuant to Section 2.02(a), which, if in writing, shall be substantiallyin the form of Exhibit A.

“Loan Parties”means, collectively, Borrower and each Person (other than Agent, the L/CIssuer, or any Lender) executing a Loan Document including, without limitation,each Guarantor.

“Material AdverseEffect” means (a) a material adverse change in, or a material adverseeffect upon, the operations, business, properties, liabilities (actual orcontingent), condition (financial or otherwise) or prospects of Borrower or theParent and its Subsidiaries taken as a whole; (b) a material impairment ofthe ability of any Loan Party to perform its obligations under any LoanDocument to which it is a party; or (c) a material adverse effect upon thelegality, validity, binding effect or enforceability against any Loan Party ofany Loan Document to which it is a party.

“Maturity Date”means December 1, 2011; provided, however, that if such dateis not a Business Day, the Maturity Date shall be the next preceding BusinessDay.

“Memorial” meansMemorial Pet Care, Inc., an Idaho corporation.

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

“Note” means apromissory note made by Borrower in favor of a Lender evidencing Loans made bysuch Lender, substantially in the form of Exhibit B.

“Obligations”means (a) all advances to, and debts, liabilities, obligations, covenantsand duties of, any Loan Party arising under any Loan Document or otherwise withrespect to any Loan or Letter of Credit, whether direct or indirect (includingthose acquired by assumption), absolute or contingent, due or to become due,now existing or hereafter arising and (b) all debts, liabilities,obligations, covenants and duties of the Borrower owing to any Lender or anyAffiliate of any Lender and arising under any Swap Contract permitted by Section 7.03(d),whether absolute or contingent, due or to become due, now existing or hereafterarising, and, in each case, including interest and fees that accrue after thecommencement by or against any Loan Party or any Affiliate thereof of anyproceeding under any Debtor Relief Laws naming such Person as the debtor insuch proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding.

“OrganizationDocuments” means, (a) with respect to any corporation, the certificateor articles of incorporation and the bylaws (or equivalent or comparableconstitutive documents with respect to any non-U.S. jurisdiction);(b) with respect to any limited liability company, the certificate orarticles of formation or organization and operating agreement; and(c) with respect to any partnership, joint venture, trust or other form ofbusiness entity, the partnership, joint venture or other applicable agreementof formation or organization and any agreement, instrument, filing or noticewith respect thereto filed in connection with its formation or organizationwith the applicable Governmental Authority in the jurisdiction of its formationor organization and, if applicable, any certificate or articles of formation ororganization of such entity.

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

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“Outstanding Amount”means (i) with respect to Loans on any date, the aggregate outstandingprincipal amount thereof after giving effect to any borrowings and prepaymentsor repayments of Loans occurring on such date; and (ii) with respect toany L/C Obligations on any date, the amount of such L/C Obligations on suchdate after giving effect to any L/C Credit Extension occurring on such date andany other changes in the aggregate amount of the L/C Obligations as of suchdate, including as a result of any reimbursements by Borrower of UnreimbursedAmounts.

“Participant” hasthe meaning specified in Section 11.06(d).

“Parent” means MWIVeterinary Supply, Inc., a Delaware corporation.

“PBGC” means thePension Benefit Guaranty Corporation.

“PCAOB” means thePublic Company Accounting Oversight Board.

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

“Permitted Acquisition”means any acquisition, whether by purchase, merger or otherwise, of all orsubstantially all of the assets of, or more than 50% of the voting CapitalStock of, or a business line or a division of, any Person; providedthat:

(a)                                  all Persons, assets,business lines or divisions acquired shall be in the type of business permittedto be engaged in by Borrower and its Subsidiaries pursuant to Section 7.06or such other lines of business as may be consented to by Required Lenders;

(b)                                 no Default or Event ofDefault shall then exist or would exist after giving effect to suchacquisition;

(c)                                  as of the closing ofany acquisition, such acquisition shall have been approved by the board ofdirectors or equivalent governing body of the Person to be acquired or fromwhich such assets, business line or division is to be acquired;

(d)                                 not less than tenBusiness Days prior to the closing of any acquisition for consideration(including assumed liabilities, earnout payments and any other deferredpayment) in excess of $5,000,000, Borrower shall have delivered to the Agent awritten description of the Person, assets, business line or division to beacquired and its operations;

(e)                                  Borrower shalldemonstrate to the reasonable satisfaction of the Agent that, after givingeffect to such acquisition, Borrower will be in proformacompliance with all of the terms and provisions of the financial covenants setforth in Section 6.11; and

(f)                                    if such acquisitionis structured as a merger, Borrower (or if such merger is with any Subsidiary,then such Subsidiary) shall be the surviving Person after giving effect to suchmerger.

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

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

“Platform” has themeaning specified in Section 6.02.

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“Register” has themeaning specified in Section 11.06(c).

“Registered PublicAccounting Firm” has the meaning specified in the Securities Laws and shallbe independent of Borrower as prescribed by the Securities Laws.

“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 suchPerson’s Affiliates.

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

“Request for CreditExtension” means (a) with respect to a Borrowing, conversion orcontinuation of Loans, a Loan Notice, and (b) with respect to an L/CCredit Extension, a L/C Application.

“Required Lenders”means, as of any date of determination, two or more Lenders having more than50% of the Aggregate Commitments or, if the commitment of each Lender to makeLoans and the obligation of the L/C Issuer to make L/C Credit Extensions havebeen terminated pursuant to Section 8.02, two or more Lendersholding in the aggregate more than 50% of the Total Outstandings (with theaggregate amount of each Lender’s risk participation and funded participationin L/C Obligations being deemed “held” by such Lender for purposes of thisdefinition); provided that the Commitment of, and the portion of theTotal Outstandings held or deemed held by, any Defaulting Lender shall beexcluded for purposes of making a determination of Required Lenders.

“Responsible Officer”means the chief executive officer, president, chief financial officer,treasurer  and, solely for purposes ofnotices given pursuant to Article II, any other officer or employeeof the applicable Loan Party so designated by any of the foregoing officers ina notice to Agent.  Any documentdelivered hereunder that is signed by a Responsible Officer of a Loan Partyshall be conclusively presumed to have been authorized by all necessarycorporate, partnership and/or other action on the part of such Loan Party andsuch Responsible Officer shall be conclusively presumed to have acted on behalfof such Loan Party.

“Restricted Payment”means any dividend or other distribution (whether in cash, securities or otherproperty) with respect to any Capital Stock or other Equity Interest ofBorrower or any Subsidiary, or any payment (whether in cash, securities orother property), including any sinking fund or similar deposit, on account ofthe purchase, redemption, retirement, acquisition, cancellation or terminationof any such Capital Stock or other Equity Interest or on account of any returnof capital to Borrower’s stockholders, partners or members (or the equivalentPerson thereof).

“Sarbanes-Oxley”means the Sarbanes-Oxley Act of 2002.

“SEC” means theSecurities and Exchange Commission, or any Governmental Authority succeeding toany of its principal functions.

“Securities Laws”means the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and theapplicable accounting and auditing principles, rules, standards and practicespromulgated, approved or incorporated by the SEC or the PCAOB.

“Solvent” and “Solvency”mean, with respect to any Person on any date of determination, that on suchdate (a) the fair value of the property of such Person is greater than thetotal amount of liabilities, including contingent liabilities, of such Person,(b) the present fair salable value of the assets of such Person is notless than the amount that will be required to pay the probable liability ofsuch Person on its debts as they become absolute and matured, (c) suchPerson does not intend to, and does not believe that it will, incur debts orliabilities beyond such Person’s ability to pay such debts and liabilities asthey mature, (d) such Person is not engaged in business or a transaction,and is not about to engage in business or a transaction, for which such Person’sproperty would constitute an unreasonably small capital, and (e) suchPerson is able to pay its debts and liabilities, contingent obligations andother commitments as they mature in the ordinary course of business.  The amount of contingent liabilities at

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any time shall be computedas the amount that, in the light of all the facts and circumstances existing atsuch time, represents the amount that can reasonably be expected to become anactual or matured liability.

“Subsidiary” of aPerson means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the shares ofsecurities or other interests having ordinary voting power for the election ofdirectors or other governing body (other than securities or interests havingsuch power only by reason of the happening of a contingency) are at the timebeneficially owned, or the management of which is otherwise controlled,directly, or indirectly through one or more intermediaries, or both, by suchPerson.  Unless otherwise specified, allreferences herein to a “Subsidiary” or to “Subsidiaries” shall refer to aSubsidiary or Subsidiaries of Parent.

“SubordinatedLiabilities” means liabilities for borrowed money and otherinterest-bearing liabilities of Parent and its Subsidiaries that aresubordinated to the Obligations in a manner acceptable to Required Lenders intheir sole discretion.

“Swap Contract”means (a) any and all rate swap transactions, basis swaps, creditderivative transactions, forward rate transactions, commodity swaps, commodityoptions, forward commodity contracts, equity or equity index swaps or options,bond or bond price or bond index swaps or options or forward bond or forwardbond price or forward bond index transactions, interest rate options, forwardforeign exchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any optionsto enter into any of the foregoing), whether or not any such transaction isgoverned by or subject to any master agreement, and (b) any and alltransactions of any kind, and the related confirmations, which are subject tothe terms and conditions of, or governed by, any form of master agreementpublished by the International Swaps and Derivatives Association, Inc., anyInternational Foreign Exchange Master Agreement, or any other master agreement(any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any MasterAgreement.

“Swap TerminationValue” means, in respect of any one or more Swap Contracts, after takinginto account the effect of any legally enforceable netting agreement relatingto such Swap Contracts, (a) for any date on or after the date such SwapContracts have been closed out and termination value(s) determined inaccordance therewith, such termination value(s), and (b) for any dateprior to the date referenced in clause (a), the amount(s) determined as themark-to-market value(s) for such Swap Contracts, as determined based upon oneor more mid-market or other readily available quotations provided by anyrecognized dealer in such Swap Contracts (which may include a Lender or anyAffiliate of a Lender).

“Synthetic LeaseObligation” means the monetary obligation of a Person under (a) aso-called synthetic, off-balance sheet or tax retention lease, or (b) anagreement for the use or possession of property creating obligations that donot appear on the balance sheet of such Person but which, upon the insolvencyor bankruptcy of such Person, would be characterized as the indebtedness ofsuch Person (without regard to accounting treatment).

“Target Balance”means, for any day, the amount of (a) $250,000 plus (b) thetotal of all amounts to be debited against the Borrower Account on that day,including checks and other items to be paid, and any other debits requested orauthorized by Borrower.

“Taxes” means allpresent 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 $5,000,000.

“Total Liabilities”means the sum of current liabilities plus long term liabilities.

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“Total Outstandings”means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Type” means, withrespect to a Loan, its character as a Base Rate Loan, a Eurodollar FloatingRate Loan or a Eurodollar Fixed Rate Loan.

“Unfunded PensionLiability” means the excess of a Pension Plan’s benefit liabilities underSection 4001(a)(16) of ERISA, over the current value of that Pension Plan’sassets, determined in accordance with the assumptions used for funding thePension Plan pursuant to Section 412 of the Code for the applicable planyear.

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

“Unreimbursed Amount”has the meaning specified in Section 2.03(c)(i).

**1.02****                        OtherInterpretive Provisions.**  Withreference to this Agreement and each other Loan Document, unless otherwisespecified herein or in such other Loan Document:

(a)                                  The definitions of terms hereinshall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronounshall 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 havethe same meaning and effect as the word “shall.”  Unless the context requires otherwise,(i) any definition of or reference to any agreement, instrument or otherdocument (including any Organization Document) shall be construed as referringto such agreement, instrument or other document as from time to time amended,supplemented or otherwise modified (subject to any restrictions on suchamendments, supplements or modifications set forth herein or in any other LoanDocument), (ii) any reference herein to any Person shall be construed toinclude 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 toany particular provision thereof, (iv) all references in a Loan Documentto Articles, Sections, Exhibits and Schedules shall be construed to refer toArticles and Sections of, and Exhibits and Schedules to, the Loan Document inwhich such references appear, (v) any reference to any law shall includeall statutory and regulatory provisions consolidating, amending, replacing orinterpreting such law and any reference to any law or regulation shall, unlessotherwise specified, refer to such law or regulation as amended, modified orsupplemented 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 andall tangible and intangible assets and properties, including cash, securities,accounts and contract rights.

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

(c)                                  Section headings herein and in theother Loan Documents are included for convenience of reference only and shallnot affect the interpretation of this Agreement or any other Loan Document.

**1.03**                        AccountingTerms.

(a)                                  Generally. All accounting terms notspecifically or completely defined herein shall be construed in conformitywith, and all financial data (including financial ratios and other financialcalculations) required to be submitted pursuant to this Agreement shall beprepared in conformity with, GAAP applied on a consistent basis, as in effectfrom time to time, applied in a manner consistent with that used in preparingthe Audited Financial Statements, except as otherwise specifically prescribedherein.

(b)                                 Changes in GAAP. If at any time any change in GAAP would affect the computation of anyfinancial ratio or requirement set forth in any Loan Document, and eitherBorrower or the Required

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Lendersshall so request, Agent, Lenders and Borrower shall negotiate in good faith toamend such ratio or requirement to preserve the original intent thereof inlight of such change in GAAP (subject to the approval of the Required Lenders);provided that, until so amended, (i) such ratio or requirementshall continue to be computed in accordance with GAAP prior to such changetherein and (ii) Borrower shall provide to Agent and Lenders financialstatements and other documents required under this Agreement or as reasonablyrequested hereunder setting forth a reconciliation between calculations of suchratio or requirement made before and after giving effect to such change inGAAP.

(c)                                  Consolidation of Variable InterestEntities.  All references herein to consolidatedfinancial statements of Borrower and its Subsidiaries or to the determinationof any amount for Borrower and its Subsidiaries on a consolidated basis or anysimilar reference shall, in each case, be deemed to include each variableinterest entity that Borrower is required to consolidate pursuant to FASBInterpretation No. 46 — Consolidation of Variable Interest Entities: aninterpretation of ARB No. 51 (January 2003) as if such variable interest entitywere a Subsidiary as defined herein.

**1.04****                        Rounding.** Any financial ratios required to bemaintained by Borrower pursuant to this Agreement shall be calculated bydividing the appropriate component by the other component, carrying the resultto one place more than the number of places by which such ratio is expressedherein and rounding the result up or down to the nearest number (with arounding-up if there is no nearest number).

**1.05****                        Times ofDay.**  Unless otherwise specified, allreferences herein to times of day shall be references to Pacific time (daylightor standard, as applicable).

**1.06****                        Letter ofCredit Amounts.**  Unless otherwisespecified herein the amount of a Letter of Credit at any time shall be deemedto be 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 orthe terms of any Issuer Document related thereto, provides for one or moreautomatic increases in the stated amount thereof, the amount of such Letter ofCredit shall be deemed to be the maximum stated amount of such Letter of Creditafter giving effect to all such increases, whether or not such maximum statedamount is in effect at such time.

**ARTICLE II.**                            THE COMMITMENTS AND CREDIT EXTENSIONS

**2.01****                        Loans.**  Subject to the terms and conditions set forthherein, each Lender severally agrees to make loans (each such loan, a “Loan”)to Borrower from time to time, on any Business Day during the AvailabilityPeriod, in an aggregate amount not to exceed at any time outstanding the amountof such Lender’s Commitment; provided, however, that after givingeffect to any Borrowing, (i) the Total Outstandings shall not exceed theAggregate Commitments, and (ii) the aggregate Outstanding Amount of theLoans of any Lender, plus such Lender’s Applicable Percentage of theOutstanding Amount of all L/C Obligations shall not exceed such Lender’sCommitment.  Within the limits of eachLender’s Commitment, and subject to the other terms and conditions hereof,Borrower may borrow under this Section 2.01, prepay under Section 2.04,and reborrow under this Section 2.01.  Loans may be Base Rate Loans, EurodollarFloating Rate Loans or Eurodollar Fixed Rate Loans, as further provided herein.

**2.02**                        Borrowings,Conversions and Continuations of Loans.

(a)                                  Each Borrowing, each conversion ofLoans from one Type to the other, and each continuation of Eurodollar FixedRate Loans shall be made upon Borrower’s irrevocable notice to Agent, which maybe given by telephone.  Each such noticemust be received by Agent not later than 11:00 a.m. (i) threeBusiness Days prior to the requested date of any Borrowing of, conversion to orcontinuation of Eurodollar Fixed Rate Loans or of any conversion of EurodollarFixed Rate Loans to Base Rate Loans or Eurodollar Floating Rate Loans, and(ii) on the requested date of any Borrowing of Base Rate Loans orEurodollar Floating Rate Loans.  Eachtelephonic notice by Borrower pursuant to this Section 2.02(a) mustbe confirmed promptly by delivery to Agent of a written Loan Notice,appropriately completed and signed by a Responsible Officer of Borrower.  Each Borrowing of, conversion to orcontinuation of Eurodollar Fixed Rate Loans shall be in a principal amount of$2,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c),each Borrowing of or conversion to Base Rate

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Loansor Eurodollar Floating Rate Loans shall be in a principal amount of $500,000 ora whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify(i) whether Borrower is requesting a Borrowing, a conversion of Loans fromone Type to the other, or a continuation of Eurodollar Fixed Rate Loans,(ii) the requested date of the Borrowing, conversion or continuation, asthe case may be (which shall be a Business Day), (iii) the principalamount of Loans to be borrowed, converted or continued, (iv) the Type ofLoans to be borrowed or to which existing Loans are to be converted, and(v) if applicable, the duration of the Interest Period with respectthereto.  If Borrower fails to specify aType of Loan in a Loan Notice or if Borrower fails to give a timely noticerequesting a conversion or continuation, then the applicable Loans shall bemade as, or converted to, Eurodollar Floating Rate Loans.  Any such automatic conversion to EurodollarFloating Rate Loans shall be effective as of the last day of the InterestPeriod then in effect with respect to the applicable Eurodollar Fixed RateLoans.

(b)                                 On each Business Day that the TargetBalance exceeds the Collected Balances in the Borrower Account at 11:00 a.m. onsuch Business Day, Bank of America shall promptly give Agent notice of theamount, if any, by which the Target Balance exceeds the Collected Balances inthe Borrower Account at such time (such amount, the “Target BalanceShortfall Amount”) and upon such notice Borrower shall be deemed to haverequested a Borrowing of Eurodollar Floating Rate Loans to be disbursed on suchBusiness Day in an amount equal to the Target Balance Shortfall Amount or$50,000, whichever is greater, without regard to the minimum and multiplesspecified in Section 2.02(a) for the principal amount of EurodollarFloating Rate Loans, but subject to the amount of the unutilized portion of theAggregate Commitments and the conditions set forth in Section 4.02(other than the delivery of a Loan Notice). Borrower shall, if requested by Agent, promptly deliver to Agent awritten Loan Notice as additional evidence of its request for a Borrowing ofEurodollar Floating Rate Loans.

(c)                                  Following receipt of a Loan Notice,Agent shall promptly notify each Lender of the amount of its ApplicablePercentage of the applicable Loans, and if no timely notice of a conversion orcontinuation is provided by Borrower, Agent shall notify each Lender of thedetails of any automatic conversion to Eurodollar Floating Rate Loans describedin the preceding subsection.  In the caseof a Borrowing, each Lender shall make the amount of its Loan available toAgent in immediately available funds at Agent’s Office not later than1:00 p.m. on the Business Day specified in the applicable LoanNotice.  Upon satisfaction of theapplicable conditions set forth in Section 4.02 (and, if suchBorrowing is the initial Credit Extension, Section 4.01), Agentshall make all funds so received available to Borrower in like funds asreceived by Agent either by (i) crediting the account of Borrower on thebooks of Bank of America with the amount of such funds or (ii) wiretransfer of such funds, in each case in accordance with instructions providedto (and reasonably acceptable to) Agent by Borrower; provided, however,that if, on the date the Loan Notice with respect to such Borrowing is given byBorrower, there are L/C Borrowings outstanding, then the proceeds of suchBorrowing first, shall be applied, to the payment in full of any such L/CBorrowings, and second, shall be made available to Borrower as provided above.

(d)                                 Except as otherwise provided herein,a Eurodollar Fixed Rate Loan may be continued or converted only on the last dayof an Interest Period for such Eurodollar Rate Loan.  During the existence of a Default, no Loansmay be requested as, converted to or continued as Eurodollar Rate Loans withoutthe consent of the Required Lenders, and the Required Lenders may demand thatany or all of the then outstanding Eurodollar Rate Loans be convertedimmediately to Base Rate Loans and Borrower agrees to pay all amounts due underSection 3.05 in accordance with the terms thereof due to any suchconversion.

(e)                                  Agent shall promptly notify Borrowerand Lenders of the interest rate applicable to any Interest Period forEurodollar Fixed Rate Loans upon determination of such interest rate.

(f)                                    After giving effect to allBorrowings, all conversions of Loans from one Type to the other, and all continuationsof Loans as the same Type, there shall not be more than five Interest Periodsin effect with respect to Loans.

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**2.03**                        Lettersof Credit.

(a)                                  The Letter of Credit Commitment.

(i)                                     Subject to the terms and conditionsset forth herein, (A) the L/C Issuer agrees, in reliance upon theagreements of the other Lenders set forth in this Section 2.03,(1) from time to time on any Business Day during the period from theClosing Date until the L/C Expiration Date, to issue Letters of Credit for theaccount of Borrower or its Subsidiaries, and to amend or extend Letters ofCredit previously issued by it, in accordance with subsection (b) below,and (2) to honor drawings under the Letters of Credit; and (B) theLenders severally agree to participate in Letters of Credit issued for theaccount of Borrower or its Subsidiaries and any drawings thereunder; providedthat after giving effect to any L/C Credit Extension with respect to any Letterof Credit, (x) the Total Outstandings shall not exceed the AggregateCommitments, (y) the aggregate Outstanding Amount of the Loans of anyLender, plus such Lender’s Applicable Percentage of the OutstandingAmount of all L/C Obligations shall not exceed such Lender’s Commitment, or(z) the Outstanding Amount of the L/C Obligations shall not exceed the L/CSublimit.  Each request by Borrower forthe issuance or amendment of a Letter of Credit shall be deemed to be arepresentation by Borrower that the L/C Credit Extension so requested complieswith the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject tothe terms and conditions hereof, Borrower’s ability to obtain Letters of Creditshall be fully revolving, and accordingly Borrower may, during the foregoingperiod, obtain Letters of Credit to replace Letters of Credit that have expiredor that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issuedpursuant hereto, and from and after the Closing Date shall be subject to andgoverned by the terms and conditions hereof.

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

(A)                              subject to Section 2.03(b)(iv),the expiry date of such requested Letter of Credit would occur more than twelvemonths after the date of issuance or last extension, unless the RequiredLenders have approved such expiry date; or

(B)                                the expiry date of such requestedLetter of Credit would occur after the L/C Expiration Date, unless all theLenders have approved such expiry date.

(iii)                               The L/C Issuer shall be under noobligation to issue any Letter of Credit if:

(A)                              any order, judgment or decree of anyGovernmental Authority or arbitrator shall by its terms purport to enjoin orrestrain the L/C Issuer from issuing such Letter of Credit, or any Lawapplicable to the L/C Issuer or any request or directive (whether or not havingthe force of law) from any Governmental Authority with jurisdiction over theL/C Issuer shall prohibit, or request that the L/C Issuer refrain from, theissuance of letters of credit generally or such Letter of Credit in particularor shall impose upon the L/C Issuer with respect to such Letter of Credit anyrestriction, reserve or capital requirement (for which the L/C Issuer is nototherwise compensated hereunder) not in effect on the Closing Date, or shallimpose upon the L/C Issuer any unreimbursed loss, cost or expense which was notapplicable on the Closing Date and which the L/C Issuer in good faith deemsmaterial to it;

(B)                                the issuance of such Letter ofCredit would violate one or more policies of the L/C Issuer applicable toletters of credit generally;

(C)                                except as otherwise agreed by Agentand the L/C Issuer, such Letter of Credit is in an initial stated amount lessthan $100,000, in the case of a commercial Letter of Credit, or $100,000, inthe case of a standby Letter of Credit;

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(D)                               such Letter of Credit is to bedenominated in a currency other than Dollars;

(E)                                 a default of any Lender’sobligations to fund under Section 2.03(c) exists or any Lender isat such time a Defaulting Lender hereunder, unless the L/C Issuer has enteredinto satisfactory arrangements with Borrower or such Lender to eliminate theL/C Issuer’s risk with respect to such Lender; or

(F)                                 unless specifically provided for inthis Agreement, such Letter of Credit contains any provisions for automaticreinstatement of the stated amount after any drawing thereunder.

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

(v)                                 The L/C Issuer shall be under noobligation to amend any Letter of Credit if (A) the L/C Issuer would haveno obligation at such time to issue such Letter of Credit in its amended formunder the terms hereof, or (B) the beneficiary of such Letter of Creditdoes not accept the proposed amendment to such Letter of Credit.

(vi)                              The L/C Issuer shall act on behalfof the Lenders with respect to any Letters of Credit issued by it and thedocuments associated therewith, and the L/C Issuer shall have all of thebenefits and immunities (A) provided to Agent in Article IXwith respect to any acts taken or omissions suffered by the L/C Issuer inconnection with Letters of Credit issued by it or proposed to be issued by itand Issuer Documents pertaining to such Letters of Credit as fully as if theterm “Administrative Agent” or “Agent” as used in Article IXincluded the L/C Issuer with respect to such acts or omissions, and (B) asadditionally provided herein with respect to the L/C Issuer.

(b)                                 Procedures for Issuance andAmendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)                                     Each Letter of Credit shall beissued or amended, as the case may be, upon the request of Borrower deliveredto the L/C Issuer (with a copy to Agent) in the form of a L/C Application,appropriately completed and signed by a Responsible Officer of Borrower.  Such L/C Application must be received by theL/C Issuer and Agent not later than 11:00 a.m. at least two Business Days(or such later date and time as Agent and the L/C Issuer may agree in aparticular instance in their sole discretion) prior to the proposed issuancedate 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 L/C Application shall specify in form and detail satisfactory to the L/CIssuer: (A) the proposed issuance date of the requested Letter of Credit(which shall be a Business Day); (B) the amount thereof; (C) theexpiry date thereof; (D) the name and address of the beneficiary thereof;(E) the documents to be presented by such beneficiary in case of anydrawing thereunder; (F) the full text of any certificate to be presentedby such beneficiary in case of any drawing thereunder; and (G) such othermatters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter ofCredit, such L/C Application shall specify in form and detail satisfactory tothe L/C Issuer (A) the Letter of Credit to be amended; (B) theproposed date of amendment thereof (which shall be a Business Day);(C) the nature of the proposed amendment; and (D) such other mattersas the L/C Issuer may require. Additionally, Borrower shall furnish to the L/C Issuer and Agent suchother documents and information pertaining to such requested Letter of Creditissuance or amendment, including any Issuer Documents, as the L/C Issuer orAgent may require.

(ii)                                  Promptlyafter receipt of any L/C Application at the address set forth in Section 11.02for receiving L/C Applications and related correspondence, the L/C Issuer willconfirm with Agent (by telephone or in writing) that Agent has received a copyof such L/C Application from Borrower and, if not, the L/C Issuer will provideAgent with a copy thereof.  Unless theL/C Issuer has received written notice from any Lender, Agent or any LoanParty, at

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leastone Business Day prior to the requested date of issuance or amendment of theapplicable Letter of Credit, that one or more applicable conditions in Article IVshall 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 theaccount of Borrower (or the applicable Subsidiary) or enter into the applicableamendment, as the case may be, in each case in accordance with the L/C Issuer’susual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lendershall be deemed to, and hereby irrevocably and unconditionally agrees to,purchase from the L/C Issuer a risk participation in such Letter of Credit inan amount equal to the product of such Lender’s Applicable Percentage times theamount of such Letter of Credit.

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

(iv)                              If Borrower so requests in anyapplicable L/C Application, the L/C Issuer may, in its sole and absolutediscretion, agree to issue a Letter of Credit that has automatic extensionprovisions (each, an “Auto-Extension Letter of Credit”); providedthat any such Auto-Extension Letter of Credit must permit the L/C Issuer toprevent any such extension at least once in each twelve-month period(commencing with the date of issuance of such Letter of Credit) by giving priornotice to the beneficiary thereof not later than a day (the “Non-ExtensionNotice Date”) in each such twelve-month period to be agreed upon at thetime such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, Borrower shall not berequired to make a specific request to the L/C Issuer for any suchextension.  Once an Auto-Extension Letterof Credit has been issued, the Lenders shall be deemed to have authorized (butmay not require) the L/C Issuer to permit the extension of such Letter ofCredit at any time to an expiry date not later than the L/C Expiration Date; provided,however, that the L/C Issuer shall not permit any such extension if(A) the L/C Issuer has determined that it would not be permitted, or wouldhave no obligation, at such time to issue such Letter of Credit in its revisedform (as extended) under the terms hereof (by reason of the provisions ofclause (ii) or (iii) of Section 2.03(a) or otherwise), or(B) it has received notice (which may be by telephone or in writing) on orbefore the day that is five Business Days before the Non-Extension Notice Date(1) from Agent that the Required Lenders have elected not to permit suchextension or (2) from Agent, any Lender or Borrower that one or more ofthe applicable conditions specified in Section 4.02 is not thensatisfied, and in each such case directing the L/C Issuer not to permit suchextension.

(c)                                  Drawings and Reimbursements; Fundingof Participations.

(i)                                     Upon receipt from the beneficiary ofany Letter of Credit of any notice of a drawing under such Letter of Credit,the L/C Issuer shall notify Borrower and Agent thereof.  Not later than 11:00 a.m. on the date ofany payment by the L/C Issuer under a Letter of Credit (each such date, an “HonorDate”), Borrower shall reimburse the L/C Issuer through Agent in an amountequal to the amount of such drawing.  IfBorrower fails to so reimburse the L/C Issuer by such time, Agent shallpromptly notify each Lender of the Honor Date, the amount of the unreimburseddrawing (the “Unreimbursed Amount”), and the amount of such Lender’sApplicable Percentage thereof.  In suchevent, Borrower shall be deemed to have requested a Borrowing of EurodollarFloating Rate Loans to be disbursed on the Honor Date in an amount equal to theUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02for the principal amount of Eurodollar Floating Rate Loans, but subject to theamount of the unutilized portion of the Aggregate Commitments and theconditions set forth in Section 4.02 (other than the delivery of aLoan Notice).  Any notice given by theL/C Issuer or Agent pursuant to this Section 2.03(c)(i) may begiven by telephone if immediately confirmed in writing; provided thatthe lack of such an immediate confirmation shall not affect the conclusivenessor binding effect of such notice.

(ii)                                  Each Lender  shall upon any notice pursuant to Section 2.03(c)(i)make funds available to Agent for the account of the L/C Issuer at theAdministrative Agent’s Office in an amount equal to its Applicable Percentageof the Unreimbursed Amount not later than 1:00 p.m.

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on theBusiness Day specified in such notice by Agent, whereupon, subject to the provisionsof Section 2.03(c)(iii), each Lender that so makes funds availableshall be deemed to have made a Base Rate Loan to Borrower in such amount.  Agent shall remit the funds so received tothe L/C Issuer.

(iii)                               With respect to any UnreimbursedAmount that is not fully refinanced by a Borrowing of Base Rate Loans becausethe conditions set forth in Section 4.02 cannot be satisfied or forany other reason, Borrower shall be deemed to have incurred from the L/C Issueran L/C Borrowing in the amount of the Unreimbursed Amount that is not sorefinanced, which L/C Borrowing shall be due and payable on demand (togetherwith interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment to Agentfor the account of the L/C Issuer pursuant to Section 2.03(c)(ii)shall be deemed payment in respect of its participation in such L/C Borrowingand shall constitute an L/C Advance from such Lender in satisfaction of itsparticipation obligation under this Section 2.03.

(iv)                              Until each Lender funds its Loan orL/C Advance pursuant to this Section 2.03(c) to reimburse the L/CIssuer for any amount drawn under any Letter of Credit, interest in respect ofsuch Lender’s Applicable Percentage of such amount shall be solely for theaccount of the L/C Issuer.

(v)                                 Each Lender’s obligation to makeLoans or L/C Advances to reimburse the L/C Issuer for amounts drawn underLetters of Credit, as contemplated by this Section 2.03(c), shallbe absolute and unconditional and shall not be affected by any circumstance,including (A) any setoff, counterclaim, recoupment, defense or other rightwhich such Lender may have against the L/C Issuer, Borrower or any other Personfor any reason whatsoever; (B) the occurrence or continuance of a Default,or (C) any other occurrence, event or condition, whether or not similar toany of the foregoing; provided, however, that each Lender’sobligation to make Loans pursuant to this Section 2.03(c) issubject to the conditions set forth in Section 4.02 (other thandelivery by Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair theobligation of Borrower to reimburse the L/C Issuer for the amount of anypayment made by the L/C Issuer under any Letter of Credit, together withinterest as provided herein.

(vi)                              If any Lender fails to makeavailable to Agent for the account of the L/C Issuer any amount required to bepaid by such Lender pursuant to the foregoing provisions of this Section 2.03(c)by the time specified in Section 2.03(c)(ii), the L/C Issuer shallbe entitled to recover from such Lender (acting through Agent), on demand, suchamount with interest thereon for the period from the date such payment isrequired to the date on which such payment is immediately available to the L/CIssuer at a rate per annum equal to the greater of the Federal Funds Rate and arate determined by the L/C issuer in accordance with banking industry rules oninterbank compensation, plus any administrative, processing or similarfees customarily charged by the L/C Issuer in connection with theforegoing.  If such Lender pays suchamount (with interest and fees as aforesaid), the amount so paid shallconstitute such Lender’s Loan included in the relevant Borrowing or L/C Advancein respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer submitted toany Lender (through Agent) with respect to any amounts owing under thisclause (vi) shall be conclusive absent manifest error.

(d)                                 Repayment of Participations.

(i)                                     At any time after the L/C Issuer hasmade a payment under any Letter of Credit and has received from any Lender suchLender’s L/C Advance in respect of such payment in accordance with Section 2.03(c),if Agent receives for the account of the L/C Issuer any payment in respect ofthe related Unreimbursed Amount or interest thereon (whether directly fromBorrower or otherwise, including proceeds of Cash Collateral applied thereto byAgent), Agent will distribute to such Lender its Applicable Percentage thereofin the same funds as those received by Agent.

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(ii)                                  If any payment received by Agent forthe account of the L/C Issuer pursuant to Section 2.03(c)(i) isrequired to be returned under any of the circumstances described in Section 11.05(including pursuant to any settlement entered into by the L/C Issuer in itsdiscretion), each Lender shall pay to Agent for the account of the L/C Issuerits Applicable Percentage thereof on demand of Agent, plus interestthereon from the date of such demand to the date such amount is returned bysuch Lender, at a rate per annum equal to the Federal Funds Rate from time totime in effect.  The obligations ofLenders under this clause shall survive the payment in full of the Obligationsand the termination of this Agreement.

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

(i)                                     any lack of validity orenforceability of such Letter of Credit, this Agreement, or any other LoanDocument;

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

(iii)                               any draft, demand, certificate orother document presented under such Letter of Credit proving to be forged,fraudulent, invalid or insufficient in any respect or any statement thereinbeing untrue or inaccurate in any respect; or any loss or delay in thetransmission or otherwise of any document required in order to make a drawingunder such Letter of Credit;

(iv)                              any payment by the L/C Issuer undersuch Letter of Credit against presentation of a draft or certificate that doesnot strictly comply with the terms of such Letter of Credit; or any paymentmade by the L/C Issuer under such Letter of Credit to any Person purporting tobe a trustee in bankruptcy, debtor-in-possession, assignee for the benefit ofcreditors, liquidator, receiver or other representative of or successor to anybeneficiary or any transferee of such Letter of Credit, including any arisingin connection with any proceeding under any Debtor Relief Law; or

(v)                                 any other circumstance or happeningwhatsoever, whether or not similar to any of the foregoing, including any othercircumstance that might otherwise constitute a defense available to, or adischarge of, Borrower or any Subsidiary.

Borrower shall promptlyexamine a copy of each Letter of Credit and each amendment thereto that isdelivered to it and, in the event of any claim of noncompliance with Borrower’sinstructions or other irregularity, Borrower will immediately notify the L/CIssuer.  Borrower shall be conclusivelydeemed to have waived any such claim against the L/C Issuer and itscorrespondents unless such notice is given as aforesaid.

(f)                                    Role of L/C Issuer.  Each Lender and Borrower agree that, in payingany drawing under a Letter of Credit, the L/C Issuer shall not have anyresponsibility to obtain any document (other than any sight draft, certificatesand documents expressly required by the Letter of Credit) or to ascertain orinquire as to the validity or accuracy of any such document or the authority ofthe Person executing or delivering any such document.  None of the L/C Issuer, Agent, any of theirrespective Related Parties nor any correspondent, participant or assignee ofthe L/C Issuer shall be liable to any Lender for (i) any action taken oromitted in connection herewith at the request or with the approval of Lendersor the Required Lenders, as applicable; (ii) any action taken or omittedin the absence of gross negligence or willful misconduct; or (iii) the dueexecution, effectiveness, validity or enforceability of any document orinstrument related to any Letter of Credit or Issuer Document.  Borrower hereby assumes all risks of the

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actsor omissions of any beneficiary or transferee with respect to its use of anyLetter of Credit; provided, however, that this assumption is notintended to, and shall not preclude Borrower’s pursuing such rights andremedies as it may have against the beneficiary or transferee at law or underany other agreement.  None of the L/CIssuer, Agent, any of their respective Related Parties nor any correspondent,participant or assignee of the L/C Issuer, shall be liable or responsible forany of the matters described in clauses (i) through (v) of Section 2.03(e);provided, however, that anything in such clauses to the contrarynotwithstanding, Borrower may have a claim against the L/C Issuer, and the L/CIssuer may be liable to Borrower, to the extent, but only to the extent, of anydirect, as opposed to consequential or exemplary, damages suffered by Borrowerwhich Borrower proves were caused by the L/C Issuer’s willful misconduct orgross negligence or the L/C Issuer’s willful failure to pay under any Letter ofCredit after the presentation to it by the beneficiary of a sight draft andcertificate(s) strictly complying with the terms and conditions of a Letter ofCredit.  In furtherance and not inlimitation of the foregoing, the L/C Issuer may accept documents that appear ontheir face to be in order, without responsibility for further investigation,regardless of any notice or information to the contrary, and the L/C Issuershall not be responsible for the validity or sufficiency of any instrumenttransferring or assigning or purporting to transfer or assign a Letter ofCredit or the rights or benefits thereunder or proceeds thereof, in whole or inpart, which may prove to be invalid or ineffective for any reason.

(g)                                 Cash Collateral. Upon the request of Agent, (i) if the L/C Issuer has honored anyfull or partial drawing request under any Letter of Credit and such drawing hasresulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date,any L/C Obligation for any reason remains outstanding, Borrower shall, in eachcase, immediately Cash Collateralize the then Outstanding Amount of all L/CObligations.  Sections 2.04and 8.02(c) set forth certain additional requirements to deliver CashCollateral hereunder.  For purposeshereof, “Cash Collateralize” means to pledge and deposit with or deliverto Agent, for the benefit of the L/C Issuer and the Lenders, as collateral forthe L/C Obligations, cash or deposit account balances pursuant to documentationin form and substance satisfactory to Agent and the L/C Issuer (which documentsare hereby consented to by Lenders). Derivatives of such term have corresponding meanings.  Borrower hereby grants to Agent, for thebenefit of the L/C Issuer and Lenders, a security interest in all such cash,deposit accounts and all balances therein and all proceeds of theforegoing.  Cash collateral shall bemaintained in blocked, non-interest bearing deposit accounts at Bank ofAmerica.

(h)                                 Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and Borrower when aLetter of Credit is issued (including any such agreement applicable to anExisting Letter of Credit), (i) the rules of the ISP shall apply to eachstandby Letter of Credit, and (ii) the rules of the Uniform Customs andPractice for Documentary Credits, as most recently published by theInternational Chamber of Commerce (the “ICC”) at the time of issuanceshall apply to each commercial Letter of Credit.

(i)                                     L/C Fees. Borrower shall pay to Agent for the account of each Lender in accordancewith its Applicable Percentage a L/C fee (the “L/C Fee”) (i) foreach commercial Letter of Credit equal to 1% per annum times the daily amountavailable to be drawn under such Letter of Credit, and (ii) for eachstandby Letter of Credit equal to the Applicable Rate times the daily  amount available to be drawn under suchLetter of Credit.  For purposes ofcomputing 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 1.06.  L/C Fees shall be (i) due and payable onthe first Business Day after the end of each March, June, September andDecember, commencing with the first such date to occur after the issuance ofsuch Letter of Credit, on the L/C Expiration Date and thereafter on demand and(ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rateduring any quarter, the daily amount available to be drawn under each standbyLetter of Credit shall be computed and multiplied by the Applicable Rate separatelyfor each period during such quarter that such Applicable Rate was ineffect.  Notwithstanding anything to thecontrary contained herein, upon the request of the Required Lenders, while anyEvent of Default exists, all L/C Fees shall accrue at the Default Rate.

(j)                                     Fronting Fee and Documentary andProcessing Charges Payable to L/C Issuer.  Borrowershall pay directly to the L/C Issuer for its own account a fronting fee(i) with respect to each commercial Letter of Credit at the rate specifiedin the Agent Fee Letter, computed on the amount of such Letter of Credit, andpayable upon the issuance thereof, (ii) with respect to any amendment of a

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commercialLetter of Credit increasing the amount of such Letter of Credit, at a rateseparately agreed between Borrower and the L/C Issuer, computed on the amountof such increase, and payable upon the effectiveness of such amendment, and(iii) with respect to each standby Letter of Credit, at the rate per annumspecified in the Agent Fee Letter, computed on the daily amount available to bedrawn under such Letter of Credit and on a quarterly basis in arrears.  Such fronting fee shall be due and payable onthe tenth Business Day after the end of each March, June, September andDecember, in respect of the most recently-ended quarterly period (or portionthereof, in the case of the first payment), commencing with the first such dateto occur after the issuance of such Letter of Credit, on the L/C ExpirationDate and thereafter on demand.  Forpurposes of computing the daily amount available to be drawn under any Letterof Credit, the amount of such Letter of Credit shall be determined inaccordance with Section 1.06. In addition, Borrower shall pay directly to the L/C Issuer for its ownaccount the customary issuance, presentation, amendment and other processingfees, and other standard costs and charges, of the L/C Issuer relating toletters of credit as from time to time in effect.  Such individual customary fees and standardcosts and charges are due and payable on demand and are nonrefundable.

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

(l)                                     Letters of Credit Issued forSubsidiaries.  Notwithstanding that a Letter of Creditissued or outstanding hereunder is in support of any obligations of, or is forthe account of, a Subsidiary, Borrower shall be obligated to reimburse the L/CIssuer hereunder for any and all drawings under such Letter of Credit.  Borrower hereby acknowledges that theissuance of Letters of Credit for the account of Subsidiaries inures to thebenefit of Borrower, and that Borrower’s business derives substantial benefitsfrom the businesses of such Subsidiaries.

**2.04**                        Prepayments.

(a)                                  Borrower may, upon notice to Agent,at any time or from time to time voluntarily prepay Loans in whole or in partwithout premium or penalty; provided that (i) such notice must bereceived by Agent not later than 11:00 a.m. (A) three Business Daysprior to any date of prepayment of Eurodollar Fixed Rate Loans and (B) onthe date of prepayment of Base Rate Loans or Eurodollar Floating Rate Loans;(ii) any prepayment of Eurodollar Fixed Rate Loans shall be in a principalamount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and(iii) any prepayment of Base Rate Loans or Eurodollar Floating Rate Loansshall be in a principal amount of $500,000 or a whole multiple of $100,000 inexcess thereof or, in each case, if less, the entire principal amount thereofthen outstanding.  Each such notice shallspecify the date and amount of such prepayment and the Type(s) of Loans to beprepaid and, if Eurodollar Fixed Rate Loans are to be prepaid, the InterestPeriod(s) of such Loans.  Agent willpromptly notify each Lender of its receipt of each such notice, and of theamount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by Borrower, Borrowershall make such prepayment and the payment amount specified in such notice shallbe due and payable on the date specified therein.  Any prepayment of a Eurodollar Fixed RateLoan shall be accompanied by all accrued interest on the amount prepaid,together with any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to theLoans of Lenders in accordance with their respective Applicable Percentages.

(b)                                 If for any reason the TotalOutstandings at any time exceed the Aggregate Commitments then in effect,Borrower shall immediately prepay Loans and/or Cash Collateralize the L/CObligations in an aggregate amount equal to such excess; provided, however,that Borrower shall not be required to Cash Collateralize the L/C Obligationspursuant to this Section 2.04(b) unless after the prepayment infull of the Loans the Total Outstandings exceed the Aggregate Commitments thenin effect.

**2.05****                        Terminationor Reduction of Commitments.** Borrower may, upon notice to Agent, terminate the Aggregate Commitments,or from time to time permanently reduce the Aggregate Commitments; providedthat (i) any such notice shall be received by Agent not later than11:00 a.m. five Business Days prior to the date of termination orreduction, (ii) any such partial reduction shall be in an aggregate amountof $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and(iii) Borrower shall not terminate or reduce the Aggregate Commitments if,after giving effect thereto and to any

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concurrent prepaymentshereunder, the Total Outstandings would exceed the Aggregate Commitments.  Agent will promptly notify the Lenders of anysuch notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate Commitmentsshall be applied to the Commitment of each Lender according to its ApplicablePercentage.  All fees accrued until theeffective date of any termination of the Aggregate Commitments shall be paid onthe effective date of such termination.

**2.06**                        Repaymentof Loans.

(a)                                  On each Business Day that theCollected Balances in the Borrower Account at 1:00 p.m. on such Business Dayexceeds the sum of (i) the Target Balance plus $50,000 (the “PaymentTrigger Balance”), Bank of America shall promptly give Agent notice of theamount, if any, by which the Collected Balances in the Borrower Account at suchtime exceeds the Payment Trigger Balance (such amount, the “Target BalanceExcess Amount”) and upon such notice Agent shall, without any furtherauthorization from or prior notice to Borrower, apply the Target Balance ExcessAmount first, to the payment in full of any outstanding Base Rate Loans, andsecond, to the payment in full of any outstanding Eurodollar Floating RateLoans.

(b)                                 Borrower shall repay to Lenders onthe Maturity Date the aggregate principal amount of Loans outstanding on suchdate.

**2.07**                        Interest.

(a)                                  Subject to the provisions ofsubsection (b) below, (i) each Eurodollar Floating Rate Loan shallbear interest on the outstanding principal amount thereof from the applicableborrowing date at a rate per annum equal to the Eurodollar Floating Rate plusthe Applicable Rate; (ii) each Eurodollar Fixed Rate Loan shall bearinterest on the outstanding principal amount thereof for each Interest Periodat a rate per annum equal to the Eurodollar Fixed Rate for such Interest Periodplus the Applicable Rate; and (iii) each Base Rate Loan shall bearinterest on the outstanding principal amount thereof from the applicableborrowing date at a rate per annum equal to the Base Rate plus theApplicable Rate.

(b)                                 (i) If any amount of principalof any Loan is not paid when due (without regard to any applicable graceperiods), whether at stated maturity, by acceleration or otherwise, such amountshall thereafter bear interest at a fluctuating interest rate per annum at alltimes equal to the Default Rate to the fullest extent permitted by applicableLaws.

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

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

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

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

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**2.08****                        Fees.**  In addition to certain fees described insubsections (i) and (j) of Section 2.03:

(a)                                  Commitment Fee. Borrower shall pay to Agent for the account of each Lender in accordancewith its Applicable Percentage, a commitment fee equal to the Applicable Ratetimes the actual daily amount by which the Aggregate Commitments exceed the sumof (i) the Outstanding Amount of Loans and (ii) the OutstandingAmount of L/C Obligations.  Thecommitment fee shall accrue at all times during the Availability Period,including at any time during which one or more of the conditions in Article IVis not met, and shall be due and payable quarterly in arrears on the lastBusiness Day of each March, June, September and December, commencing with thefirst such date to occur after the Closing Date, and on the last day of theAvailability Period.  The commitment feeshall be calculated quarterly in arrears, and if there is any change in theApplicable Rate during any quarter, the actual daily amount shall be computedand multiplied by the Applicable Rate separately for each period during suchquarter that such Applicable Rate was in effect.

(b)                                 Agent’s Fees. Borrower shall pay to Agent for Agent’s own account, fees in the amountsand at the times specified in the letter agreement, dated December 13,2006 (the “Agent Fee Letter”), between Borrower and Agent.  Such fees shall be fully earned when paid andshall be nonrefundable for any reason whatsoever.

(c)                                  Lenders’ Upfront Fee. On the Closing Date, Borrower shall pay to Agent, for the account ofeach Lender in accordance with their respective Applicable Percentages, anupfront fee in an amount of $87,500. Such upfront fees are for the credit facilities committed by Lenders underthis Agreement and are fully earned on the date paid.  The upfront fee paid to each Lender is solelyfor its own account and is nonrefundable for any reason whatsoever.

**2.09****                        Computationof Interest and Fees.**  Allcomputations of interest for Base Rate Loans when the Base Rate is determinedby Bank of America’s “prime rate” shall be made on the basis of a year of 365or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interestshall be made on the basis of a 360-day year and actual days elapsed (which resultsin more fees or interest, as applicable, being paid than if computed on thebasis of a 365-day year).  Interest shallaccrue on each Loan for the day on which the Loan is made, and shall not accrueon a Loan, or any portion thereof, for the day on which the Loan or suchportion is paid, provided that any Loan that is repaid on the same dayon which it is made shall, subject to Section 2.11(a), bearinterest for one day.  Each determinationby Agent of an interest rate or fee hereunder shall be conclusive and bindingfor all purposes, absent manifest error.

**2.10**                        Evidenceof Debt.

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

(b)                                 In addition to the accounts andrecords referred to in subsection (a), each Lender and Agent shallmaintain in accordance with its usual practice accounts or records evidencingthe purchases and sales by such Lender of participations in Letters of Credit.  In the event of any conflict between theaccounts and records maintained by Agent and the accounts and records of anyLender in respect of such matters, the accounts and records of Agent shallcontrol in the absence of manifest error.

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**2.11**                        PaymentsGenerally; Agent’s Clawback.

(a)                                  (i) General.  All payments to be made by Borrower shall bemade without condition or deduction for any counterclaim, defense, recoupmentor setoff.  Except as otherwise expresslyprovided herein, all payments by Borrower hereunder shall be made to Agent, forthe account of the respective Lenders to which such payment is owed, at theAdministrative Agent’s Office in Dollars and in immediately available funds notlater than 12:00 noon on the date specified herein.  Agent will promptly distribute to each Lenderits Applicable Percentage (or other applicable share as provided herein) ofsuch payment in like funds as received by wire transfer to such Lender’sLending Office.  All payments received byAgent after 12:00 noon shall be deemed received on the next succeedingBusiness Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by Borrower shallcome due on a day other than a Business Day, payment shall be made on the nextfollowing Business Day, and such extension of time shall be reflected incomputing interest or fees, as the case may be.

(ii)                                  Oneach date when the payment of any principal, interest or fees are due hereunderor under any Note, Borrower agrees to maintain on deposit in an ordinary checkingaccount maintained by Borrower with Bank of America (as such account shall bedesignated by Borrower in a written notice to Borrower and Agent from time totime, the “Borrower Account”) an amount sufficient to pay suchprincipal, interest or fees in full on such date.  Borrower hereby authorizes Agent (A) todeduct automatically all principal, interest or fees when due hereunder orunder any Note from the Borrower Account, and (B) if and to the extent anypayment of principal, interest or fees under this Agreement or any Note is notmade when due to deduct any such amount from any or all of the accounts ofBorrower maintained at Bank of America. Agent agrees to provide written notice to Borrower of any automatic deductionmade pursuant to this Section 2.11(a)(ii) showing in reasonabledetail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Applicable Percentagefor any amounts deducted from such accounts in excess of amount due hereunderand under any other Loan Documents.

(b)                                 (i) Funding by Lenders;Presumption by Agent.  Unless Agentshall have received notice from a Lender prior to the proposed date of anyBorrowing of Eurodollar Fixed Rate Loans (or, in the case of any Borrowing ofBase Rate Loans or Eurodollar Floating Rate Loans, prior to 12:00 noon on thedate of such Borrowing) that such Lender will not make available to Agent suchLender’s share of such Borrowing, Agent may assume that such Lender has madesuch share available on such date in accordance with Section 2.02(or, in the case of a Borrowing of Base Rate Loans or Eurodollar Floating RateLoans, that such Lender has made such share available in accordance with and atthe time required by Section 2.02) and may, in reliance upon suchassumption, make available to Borrower a corresponding amount.  In such event, if a Lender has not in factmade its share of the applicable Borrowing available to Agent, then theapplicable Lender and Borrower severally agree to pay to Agent forthwith ondemand such corresponding amount in immediately available funds with interestthereon, for each day from and including the date such amount is made availableto Borrower to but excluding the date of payment to Agent, at (A) in thecase of a payment to be made by such Lender, the greater of the Federal FundsRate and a rate determined by Agent in accordance with banking industry ruleson interbank compensation, plus any administrative, processing orsimilar fees customarily charged by Agent in connection with the foregoing and(B) in the case of a payment to be made by Borrower, the interest rateapplicable to Eurodollar Floating Rate Loans. If Borrower and such Lender shall pay such interest to Agent for thesame or an overlapping period, Agent shall promptly remit to Borrower the amountof such interest paid by Borrower for such period.  If such Lender pays its share of theapplicable Borrowing to Agent, then the amount so paid shall constitute suchLender’s Loan included in such Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrowermay have against a Lender that shall have failed to make such payment to Agent.

(ii)                                  Paymentsby Borrower; Presumptions by Agent. Unless Agent shall have received notice from Borrower prior to the dateon which any payment is due to Agent for the account of the Lenders or the L/CIssuer hereunder that Borrower will not make such payment, Agent may assumethat Borrower has made such payment on such date in accordance herewith andmay, in reliance upon such assumption, distribute to Lenders or the L/C Issuer,as the case

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may be, the amount due.  In such event, if Borrower has not in factmade such payment, then each of Lenders or the L/C Issuer, as the case may be,severally agrees to repay to Agent forthwith on demand the amount sodistributed to such Lender or the L/C Issuer, in immediately available fundswith interest thereon, for each day from and including the date such amount isdistributed to it to but excluding the date of payment to Agent, at the greaterof the Federal Funds Rate and a rate determined by Agent in accordance withbanking industry rules on interbank compensation.  A notice of Agent to any Lender or Borrowerwith respect to any amount owing under this subsection (b) shall beconclusive, absent manifest error.

(c)                                  Failure to Satisfy ConditionsPrecedent.  If any Lender makes available to Agent fundsfor any Loan to be made by such Lender as provided in the foregoing provisionsof this Article II, and such funds are not made available toBorrower by Agent because the conditions to the applicable Credit Extension setforth in Article IV are not satisfied or waived in accordance withthe terms hereof, Agent shall return such funds (in like funds as received fromsuch Lender) to such Lender, without interest.

(d)                                 Obligations of Lenders Several. The obligations of Lenders hereunder to make Loans, to fundparticipations in Letters of Credit and to make payments under Section 11.04(c)are several and not joint.  The failureof any Lender to make any Loan, to fund any such participation or  to make any payment under Section 11.04(c)on any date required hereunder shall not relieve any other Lender of itscorresponding obligation to do so on such date, and no Lender shall beresponsible for the failure of any other Lender to so make its Loan, purchaseits participation or to make its payment under Section 11.04(c).

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

**2.12****                        Sharing ofPayments.**  If any Lender shall, byexercising any right of setoff or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of the Loans made by it, or theparticipations in L/C Obligations held by it resulting in such Lender’sreceiving payment of a proportion of the aggregate amount of such Loans orparticipations and accrued interest thereon greater than its pro rata sharethereof as provided herein, then the Lender receiving such greater proportionshall (a) notify Agent of such fact, and (b) purchase (for cash atface value) participations in the Loans and subparticipations in L/CObligations of the other Lenders, or make such other adjustments as shall beequitable, so that the benefit of all such payments shall be shared by theLenders ratably in accordance with the aggregate amount of principal of andaccrued interest on their respective Loans and other amounts owing them, providedthat:

(i)                                     if any such participations orsubparticipations are purchased and all or any portion of the payment givingrise thereto is recovered, such participations or subparticipations shall be rescindedand the purchase price restored to the extent of such recovery, withoutinterest; and

(ii)                                  the provisions of this Section shallnot be construed to apply to (x) any payment made by Borrower pursuant toand in accordance with the express terms of this Agreement or (y) anypayment obtained by a Lender as consideration for the assignment of or sale ofa participation in any of its Loans or subparticipations in L/C Obligations orto any assignee or participant, other than to Borrower or any Subsidiary thereof(as to which the provisions of this Section shall apply).

Each Loan Party consentsto the foregoing and agrees, to the extent it may effectively do so underapplicable law, that any Lender acquiring a participation pursuant to theforegoing arrangements may exercise against such Loan Party rights of setoffand counterclaim with respect to such participation as fully as if such Lenderwere a direct creditor of such Loan Party in the amount of such participation.

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**2.13**                        Increasein Commitments.

(a)                                  Request for Increase. Provided there exists no Default, upon notice to the AdministrativeAgent (which shall promptly notify the Lenders), the Borrower may from time totime, request an increase in the Aggregate Commitments by an amount (for allsuch requests) not exceeding $30,000,000; provided that (i) anysuch request for an increase shall be in a minimum amount of $10,000,000, and(ii) the Borrower may make a maximum of three such requests.  At the time of sending such notice, theBorrower (in consultation with the Administrative Agent) shall specify the timeperiod within which each Lender is requested to respond (which shall in noevent be less than ten Business Days from the date of delivery of such noticeto the Lenders).

(b)                                 Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such timeperiod whether or not it agrees to increase its Commitment and, if so, whetherby an amount equal to, greater than, or less than its Applicable Percentage ofsuch requested increase.  Any Lender notresponding within such time period shall be deemed to have declined to increaseits Commitment.

(c)                                  Notification by AdministrativeAgent; Additional Lenders.  TheAdministrative Agent shall notify the Borrower and each Lender of the Lenders’responses to each request made hereunder.

(d)                                 Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with thisSection, the Administrative Agent and the Borrower shall determine theeffective date (the “Increase Effective Date”) and the final allocationof such increase.  The AdministrativeAgent shall promptly notify the Borrower and the Lenders of the finalallocation of such increase and the Increase Effective Date.

(e)                                  Conditions to Effectiveness ofIncrease.  As a condition precedent to such increase,the Borrower shall (i) deliver to the Administrative Agent a certificateof each Loan Party dated as of the Increase Effective Date (in sufficientcopies for each Lender) signed by a Responsible Officer of such Loan Party(A) certifying and attaching the resolutions adopted by such Loan Partyapproving or consenting to such increase, and (B) in the case of theBorrower, certifying that, before and after giving effect to such increase,(1) the representations and warranties contained in Article Vand the other Loan Documents are true and correct on and as of the IncreaseEffective Date, except to the extent that such representations and warrantiesspecifically refer to an earlier date, in which case they are true and correctas of such earlier date, and except that for purposes of this Section 2.13,the representations and warranties contained in subsections (a) and (b) of Section 5.05shall be deemed to refer to the most recent statements furnished pursuant toclauses (a) and (b), respectively, of Section 6.01, and (2) noDefault exists and (ii) pay to Agent, for the account of each Lender inaccordance with their respective Applicable Percentages, an upfront fee in anamount equal to one eighth of one percent (0.125%) of the amount of therequested increase in the Aggregate Commitments.  The upfront fee paid to each Lender will besolely for its own account and will be nonrefundable for any reason whatsoeverwhen paid.  The Borrower shall prepay anyCommitted Loans outstanding on the Increase Effective Date (and pay anyadditional amounts required pursuant to Section 3.05) to the extentnecessary to keep the outstanding Committed Loans ratable with any revisedApplicable Percentages arising from any nonratable increase in the Commitmentsunder this Section.

(f)                                    Conflicting Provisions. This Section shall supersede any provisions in Section 2.12or 11.01 to the contrary.

**ARTICLE III.     TAXES,YIELD PROTECTION AND ILLEGALITY**

**3.01**                        Taxes.

(a)                                  PaymentsFree of Taxes.  Any and all paymentsby Borrower to or on account of any obligation of Borrower hereunder or underany other Loan Document shall be made free and clear of and without reductionor withholding for any Indemnified Taxes or Other Taxes, provided thatif Borrower shall be required by any applicable law to deduct any IndemnifiedTaxes (including any Other Taxes) from such payments, then, (i) the sumpayable shall be increased as necessary so that after making all

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requireddeductions (including deductions applicable to additional sums payable underthis Section), Agent, Lender or L/C Issuer, as the case may be, receives anamount equal to the sum it would have received had no such deductions beenmade, (ii) Borrower shall make such deductions, and (iii) Borrowershall timely pay the full amount deducted to the relevant GovernmentalAuthority in accordance with applicable law.

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

(c)                                  Indemnification by Borrower. Borrower shall indemnify Agent, each Lender and the L/C Issuer, within10 days after demand therefor, for the full amount of any Indemnified Taxes orOther Taxes (including Indemnified Taxes or Other Taxes imposed or asserted onor attributable to amounts payable under this Section) paid by Agent, suchLender or the L/C Issuer, as the case may be, and any penalties, interest andreasonable expenses arising therefrom or with respect thereto, whether or notsuch Indemnified Taxes or Other Taxes were correctly or legally imposed orasserted by the relevant Governmental Authority.  A certificate as to the amount of suchpayment or liability delivered to Borrower by a Lender or the L/C Issuer (witha copy to Agent), or by Agent on its own behalf or on behalf of a Lender or theL/C Issuer, shall be conclusive absent manifest error.

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

(e)                                  Status of Lenders. Any Lender, if requested by Borrower or Agent, shall deliver suchdocumentation prescribed by applicable law or reasonably requested by Borroweror Agent as will enable Borrower or Agent to determine whether or not suchLender is subject to backup withholding or information reporting requirements.

(f)                                    Treatment of Certain Refunds. If Agent, any Lender or the L/C Issuer determines, in its solediscretion, that it has received a refund of any Taxes or Other Taxes as towhich it has been indemnified by Borrower or with respect to which Borrower haspaid additional amounts pursuant to this Section, it shall pay to Borrower an amountequal to such refund (but only to the extent of indemnity payments made, oradditional amounts paid, by Borrower under this Section with respect to theTaxes or Other Taxes giving rise to such refund), net of all out-of-pocketexpenses of Agent, such Lender or the L/C Issuer, as the case may be, andwithout interest (other than any interest paid by the relevant GovernmentalAuthority with respect to such refund), provided that Borrower, upon therequest of Agent, such Lender or the L/C Issuer, agrees to repay the amountpaid over to Borrower (plus any penalties, interest or other chargesimposed by the relevant Governmental Authority) to Agent, such Lender or theL/C Issuer in the event Agent, such Lender or the L/C Issuer is required torepay such refund to such Governmental Authority.  This subsection shall not be construed torequire 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) toBorrower or any other Person.

**3.02****                        Illegality.**  If any Lender determines that any Law hasmade it unlawful, or that any Governmental Authority has asserted that it isunlawful, for any Lender or its applicable Lending Office to make, maintain orfund Eurodollar Rate Loans, or to determine or charge interest rates based uponthe Eurodollar Rate, or any Governmental Authority has imposed materialrestrictions on the authority of such Lender to purchase or sell, or to takedeposits of, Dollars in the London interbank market, then, on notice thereof bysuch Lender to Borrower through Agent, any obligation of such Lender to make orcontinue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar RateLoans shall be suspended until such Lender notifies Agent and Borrower that thecircumstances giving rise to such determination no longer exist.  Upon receipt of such notice, Borrower shall,upon demand from such Lender (with a copy to Agent), prepay or, if applicable,convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either onthe last day of the Interest Period therefor, if such Lender may lawfullycontinue to maintain

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such Eurodollar RateLoans to such day, or immediately, if such Lender may not lawfully continue tomaintain such Eurodollar Rate Loans.  Uponany such prepayment or conversion, Borrower shall also pay accrued interest onthe amount so prepaid or converted and all amounts due under Section 3.05in accordance with the terms thereof due to such prepayment or conversion.

**3.03****                        Inabilityto Determine Rates.**  If Agentdetermines in connection with any request for a Eurodollar Rate Loan or aconversion to or continuation thereof that (a) Dollar deposits are notbeing offered to banks in the London interbank eurodollar market for theapplicable amount and Interest Period of such Eurodollar Rate Loan,(b) adequate and reasonable means do not exist for determining theEurodollar Base Rate for any requested Interest Period with respect to aproposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for anyrequested Interest Period (or, in the case of a Eurodollar Floating Rate Loan,a one month Interest Period is deemed to be requested) with respect to aproposed Eurodollar Rate Loan does not adequately and fairly reflect the costto such Lenders of funding such Loan, Agent will promptly so notify Borrowerand each Lender.  Thereafter, theobligation of Lenders to make or maintain Eurodollar Rate Loans shall besuspended until Agent (upon the instruction of the Required Lenders) revokessuch notice.  Upon receipt of suchnotice, Borrower may revoke any pending request for a Borrowing of, conversionto or continuation of Eurodollar Rate Loans or, failing that, will be deemed tohave converted such request into a request for a Borrowing of Base Rate Loans inthe amount specified therein.

**3.04**                        IncreasedCosts.

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

(i)                                     impose, modify or deem applicableany reserve, special deposit, compulsory loan, insurance charge or similarrequirement against assets of, deposits with or for the account of, or creditextended or participated in by, any Lender (except any reserve requirementreflected in the Eurodollar Rate) or the L/C Issuer;

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

(iii)                               impose on any Lender or the L/CIssuer or the London interbank market any other condition, cost or expenseaffecting this Agreement or Eurodollar Rate Loans made by such Lender or anyLetter of Credit or participation therein;

and the result of any ofthe foregoing shall be to increase the cost to such Lender of making ormaintaining any Eurodollar Rate Loan (or of maintaining its obligation to makeany such Loan), or to increase the cost to such Lender or the L/C Issuer ofparticipating in, issuing or maintaining any Letter of Credit (or ofmaintaining 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 theL/C Issuer hereunder (whether of principal, interest or any other amount) then,upon request of such Lender or the L/C Issuer, Borrower will pay to such Lenderor the L/C Issuer, as the case may be, such additional amount or amounts aswill compensate such Lender or the L/C Issuer, as the case may be, for suchadditional costs incurred or reduction suffered.

(b)                                 Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Lawaffecting such Lender or the L/C Issuer or any Lending Office of such Lender orsuch Lender’s or the L/C Issuer’s holding company, if any, regarding capitalrequirements has or would have the effect of reducing the rate of return onsuch Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s orthe L/C Issuer’s holding company, if any, as a consequence of this Agreement,the Commitments of such Lender or the Loans made by, or participations in Lettersof Credit held by, such Lender, or the Letters of Credit issued by the L/CIssuer, to a level below that which such Lender or the L/C Issuer or suchLender’s or the L/C Issuer’s holding company could have achieved but for suchChange in Law

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(takinginto consideration such Lender’s or the L/C Issuer’s policies and the policiesof such Lender’s or the L/C Issuer’s holding company with respect to capitaladequacy), then from time to time Borrower will pay to such Lender or the L/CIssuer, as the case may be, such additional amount or amounts as willcompensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’sholding company for any such reduction suffered.

(c)                                  Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount oramounts necessary to compensate such Lender or the L/C Issuer or its holdingcompany, as the case may be, as specified in subsection (a) or (b) of thisSection and delivered to Borrower shall be conclusive absent manifest error.  Borrower shall pay such Lender or the L/CIssuer, as the case may be, the amount shown as due on any such certificatewithin 10 days after receipt thereof.

(d)                                 Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demandcompensation pursuant to the foregoing provisions of this Section shall notconstitute a waiver of such Lender’s or the L/C Issuer’s right to demand suchcompensation, provided that Borrower shall not be required to compensatea Lender or the L/C Issuer pursuant to the foregoing provisions of this Sectionfor any increased costs incurred or reductions suffered more than nine monthsprior to the date that such Lender or the L/C Issuer, as the case may be,notifies Borrower of the Change in Law giving rise to such increased costs orreductions and of such Lender’s or the L/C Issuer’s intention to claimcompensation therefor (except that, if the Change in Law giving rise to suchincreased costs or reductions is retroactive, then the nine-month periodreferred to above shall be extended to include the period of retroactive effectthereof).

**3.05****                        Compensationfor Losses.**  Upon demand of anyLender (with a copy to Agent) from time to time, Borrower shall promptlycompensate such Lender for and hold such Lender harmless from any loss, cost orexpense 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 otherthan the last day of the Interest Period for such Loan (whether voluntary,mandatory, automatic, by reason of acceleration, or otherwise); or

(b)                                 any failure by Borrower (for areason 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 theamount notified by Borrower;

including any loss ofanticipated profits and any loss or expense arising from the liquidation orreemployment of funds obtained by it to maintain such Loan or from fees payableto terminate the deposits from which such funds were obtained.  Borrower shall also pay any customaryadministrative fees charged by such Lender in connection with theforegoing.  For purposes of calculatingamounts payable by Borrower to Lenders under this Section 3.05,each Lender shall be deemed to have funded each Eurodollar Rate Loan made by itat the Eurodollar Base Rate used in determining the Eurodollar Rate for suchLoan by a matching deposit or other borrowing in the London interbankeurodollar market for a comparable amount and for a comparable period, whetheror not such Eurodollar Rate Loan was in fact so funded.

**3.06****                        MitigationObligations.**  If any Lender requestscompensation under Section 3.04, or Borrower is required to pay anyadditional amount to any Lender or any Governmental Authority for the accountof any Lender pursuant to Section 3.01, or if any Lender gives anotice pursuant to Section 3.02, then such Lender shall usereasonable efforts to designate a different Lending Office for funding orbooking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or affiliates, if, in the judgment of suchLender, such designation or assignment (i) would eliminate or reduceamounts payable pursuant to Section 3.01 or 3.04, as thecase 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 anyunreimbursed cost or expense and would not otherwise be disadvantageous to suchLender.  Borrower hereby agrees to payall reasonable costs and expenses incurred by any Lender in connection with anysuch designation or assignment.

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**3.07****                        Survival.**  All of Borrower’s obligations under this Article IIIshall survive termination of the Aggregate Commitments and repayment of allother Obligations hereunder.

**ARTICLE IV.    CONDITIONSPRECEDENT TO CREDIT EXTENSIONS**

**4.01****                        Conditionsof Initial Credit Extension.**  Theobligation of the L/C Issuer and each Lender to make its initial CreditExtension hereunder is subject to satisfaction of the following conditionsprecedent:

(a)                                  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 ofthe signing Loan Party, each dated the Closing Date (or, in the case ofcertificates of governmental officials, a recent date before the Closing Date)and each in form and substance satisfactory to Agent and each of the Lenders:

(i)                                     executed counterparts of thisAgreement, sufficient in number for distribution to Agent, each Lender andBorrower;

(ii)                                  a Note executed by Borrower in favorof each Lender;

(iii)                               such certificates of resolutions orother action, incumbency certificates and/or other certificates of ResponsibleOfficers of each Loan Party as Agent may require evidencing the identity,authority and capacity of each Responsible Officer thereof authorized to act asa Responsible Officer in connection with this Agreement and the other LoanDocuments to which such Loan Party is a party;

(iv)                              such documents and certifications asAgent may reasonably require to evidence that each Loan Party is duly organizedor formed, and that each Loan Party is validly existing, in good standing andqualified to engage in business in each jurisdiction where its ownership, leaseor operation of properties or the conduct of its business requires suchqualification, except to the extent that failure to do so could not reasonablybe expected to have a Material Adverse Effect;

(v)                                 a favorable opinion of counsel tothe Loan Parties acceptable to Agent addressed to Agent and each Lender, as tothe matters set forth concerning the Loan Parties and the Loan Documents inform and substance satisfactory to Agent;

(vi)                              a certificate of a ResponsibleOfficer of each Loan Party either (A) attaching copies of all consents,licenses and approvals required in connection with the execution, delivery andperformance by such Loan Party and the validity against such Loan Party of theLoan Documents to which it is a party, and such consents, licenses andapprovals shall be in full force and effect, or (B) stating that no suchconsents, licenses or approvals are so required;

(vii)                           a certificate signed by aResponsible Officer of Borrower certifying (A) that the conditionsspecified in Sections 4.02(a) and (b) have been satisfied,and (B) that there has been no event or circumstance since the date of theAudited Financial Statements that has had or could be reasonably expected tohave, either individually or in the aggregate, a Material Adverse Effect;

(viii)                        evidence that all insurance requiredto be maintained pursuant to the Loan Documents has been obtained and is ineffect;

(ix)                                evidence that all commitments underthe Credit Agreement dated June 18, 2002 among Borrower, Bank of America,as agent and a syndicate of lenders (the “Existing Credit Agreement”)have been or concurrently with the Closing Date are being terminated, and alloutstanding amounts thereunder paid in full and all Liens securing obligationsunder the Existing Credit Agreement have been or concurrently with the ClosingDate are being released; and

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(x)                                   such other assurances, certificates,documents, consents or opinions as Agent, the L/C Issuer or the RequiredLenders reasonably may require.

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

(c)                                  Unless waived by Agent, Borrowershall have paid all fees, charges and disbursements of counsel to Agent(directly to such counsel if requested by Agent) to the extent invoiced priorto or on the Closing Date, plus such additional amounts of such fees,charges and disbursements as shall constitute its reasonable estimate of suchfees, charges and disbursements incurred or to be incurred by it through theclosing proceedings (provided that such estimate shall not thereafter precludea final settling of accounts between Borrower and Agent).

(d)                                 The Closing Date shall have occurredon or before December 18, 2006.

Without limiting thegenerality of the provisions of Section 9.04, for purposes ofdetermining compliance with the conditions specified in this Section 4.01,each Lender that has signed this Agreement shall be deemed to have consentedto, approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless Agent shall have received notice from suchLender prior to the proposed Closing Date specifying its objection thereto.

**4.02****                        Conditionsto All Credit Extensions.**  Theobligation of each Lender to honor any Request for Credit Extension is subjectto the following conditions precedent:

(a)                                  The representations and warrantiesof Borrower and each other Loan Party contained in Article V or anyother Loan Document, or which are contained in any document furnished at anytime under or in connection herewith or therewith, shall be true and correct onand as of the date of such Credit Extension, except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in whichcase they shall be true and correct as of such earlier date, and except thatfor purposes of this Section 4.02, the representations andwarranties contained in subsections (a) and (b) of Section 5.05shall be deemed to refer to the most recent statements furnished pursuant toclauses (a) and (b), respectively, of Section 6.01.

(b)                                 No Default shall exist, or wouldresult from such proposed Credit Extension or from the application of theproceeds thereof.

(c)                                  Agent and, if applicable, the L/CIssuer shall have received a Request for Credit Extension in accordance withthe requirements hereof.

(d)                                 Agent shall have received, in formand substance satisfactory to it, such other assurances, certificates,documents or consents related to the foregoing as Agent or the Required Lendersreasonably may require.

Each Request for CreditExtension submitted by Borrower shall be deemed to be a representation andwarranty 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

Each Loan Partyrepresents and warrants to Agent and the Lenders that:

**5.01****                        Existence,Qualification and Power.**  Each LoanParty and each Subsidiary thereof (a) is duly organized or formed, validlyexisting and, as applicable, in good standing under the Laws of thejurisdiction of its incorporation or organization, (b) has all requisitepower and authority and all requisite governmental licenses, authorizations,consents and approvals to (i) own or lease its assets and carry on itsbusiness and (ii) execute, deliver and perform its obligations under theLoan Documents to which it is a party, and (c) is duly qualified and islicensed and, as applicable, in good standing under the Laws of eachjurisdiction where its ownership, lease or operation of properties or theconduct of its business

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requires suchqualification or license; except in each case referred to in clause (b)(i)or (c), to the extent that failure to do so could not reasonably be expected tohave a Material Adverse Effect.

**5.02****                        Authorization;No Contravention.**  The execution,delivery and performance by each Loan Party of each Loan Document to which suchPerson is party, have been duly authorized by all necessary corporate or otherorganizational action, and do not and will not (a) contravene the terms ofany of such Person’s Organization Documents; (b) conflict with or resultin any breach or contravention of, or the creation of any Lien under, orrequire any payment to be made under (i) any Contractual Obligation towhich such Person is a party or affecting such Person or the properties of suchPerson or any of its Subsidiaries or (ii) any order, injunction, writ ordecree of any Governmental Authority or any arbitral award to which such Personor its property is subject; or (c) violate any Law.

**5.03****                        GovernmentalAuthorization; Other Consents.**  Noapproval, consent, exemption, authorization, or other action by, or notice to,or filing with, any Governmental Authority or any other Person is necessary orrequired in connection with the execution, delivery or performance by, orenforcement against, any Loan Party of this Agreement or any other LoanDocument.

**5.04****                        BindingEffect.**  This Agreement has been, andeach other Loan Document, when delivered hereunder, will have been, dulyexecuted and delivered by each Loan Party that is party thereto.  This Agreement constitutes, and each otherLoan Document when so delivered will constitute, a legal, valid and bindingobligation of such Loan Party, enforceable against each Loan Party that isparty thereto in accordance with its terms.

**5.05**                        FinancialStatements; No Material Adverse Effect; No Internal Control Event.

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

(b)                                 The unaudited consolidated balancesheets of the Parent and its Subsidiaries dated June 30, 2006, and therelated consolidated statements of income or operations, shareholders’ equityand cash flows for the fiscal quarter ended on that date (i) were preparedin accordance with GAAP consistently applied throughout the period coveredthereby, except as otherwise expressly noted therein, and (ii) fairlypresent the financial condition of the Parent and its Subsidiaries as of thedate thereof and their results of operations for the period covered thereby,subject, in the case of clauses (i) and (ii), to the absence of footnotesand to normal year-end audit adjustments.

(c)                                  Since the date of the AuditedFinancial Statements, there has been no event or circumstance, eitherindividually or in the aggregate, that has had or could reasonably be expectedto have a Material Adverse Effect.

(d)                                 To the best knowledge of Parent, noInternal Control Event exists or has occurred since the date of the AuditedFinancial Statements that has resulted in or could reasonably be expected toresult in a misstatement in any material respect, in any financial informationdelivered or to be delivered to Agent or Lenders, of (i) covenantcompliance calculations provided hereunder or (ii) the assets,liabilities, financial condition or results of operations of the Parent and itsSubsidiaries on a consolidated basis.

**5.06****                        Litigation.**  There are no actions, suits, proceedings,claims or disputes pending or, to the knowledge of any Loan Party after due anddiligent investigation, threatened or contemplated, at law, in equity, inarbitration or before any Governmental Authority, by or against any Loan Partyor any Subsidiary thereof or against any of their properties or revenues that(a) purport to affect or pertain to this Agreement or any other LoanDocument, or any of the transactions contemplated hereby, or (b) except asspecifically disclosed in Schedule 5.06, either individually or inthe aggregate, if determined adversely,

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could reasonably beexpected to have a Material Adverse Effect, and there has been no adversechange in the status, or financial effect on any Loan Party or any Subsidiarythereof, of the matters described on Schedule 5.06.

**5.07****                        NoDefault.**  No Loan Party nor anySubsidiary thereof is in default under or with respect to any ContractualObligation that could, either individually or in the aggregate, reasonably beexpected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from theconsummation of the transactions contemplated by this Agreement or any otherLoan Document.

**5.08****                        Ownershipof Property; Liens.**  Each Loan Partyand each Subsidiary thereof has good record and marketable title in fee simpleto, or valid leasehold interests in, all real property necessary or used in theordinary conduct of its business, except for such defects in title as couldnot, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect.  The property ofeach Loan Party and each Subsidiary thereof are subject to no Liens, other thanLiens permitted by Section 7.01.

**5.09****                        EnvironmentalCompliance.**  Each Loan Party and eachSubsidiary thereof conduct in the ordinary course of business a review of theeffect of existing Environmental Laws and claims alleging potential liabilityor responsibility for violation of any Environmental Law on their respectivebusinesses, operations and properties, and as a result thereof each Loan Partyhas reasonably concluded that, except as specifically disclosed in Schedule 5.09,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 each Loan Party and eachSubsidiary thereof are insured with financially sound and reputable insurancecompanies not Affiliates of Borrower, in such amounts (after giving effect toany self-insurance compatible with the following standards), with suchdeductibles and covering such risks as are customarily carried by companiesengaged in similar businesses and owning similar properties in localities wheresuch Loan Party or the applicable Subsidiary operates.

**5.11****                        Taxes.**  Each Loan Party and each Subsidiary thereofhave filed all Federal, state and other material tax returns and reportsrequired to be filed, and have paid all Federal, state and other materialtaxes, assessments, fees and other governmental charges levied or imposed uponthem or their properties, income or assets otherwise due and payable, exceptthose which are being contested in good faith by appropriate proceedingsdiligently conducted and for which adequate reserves have been provided inaccordance with GAAP.  There is noproposed tax assessment against any Loan Party or any Subsidiary thereof thatwould, if made, have a Material Adverse Effect.

**5.12**                        ERISACompliance.

(a)                                  Each Plan is in compliance in allmaterial respects with the applicable provisions of ERISA, the Code and otherFederal or state Laws.  Each Plan that isintended to qualify under Section 401(a) of the Code has received a favorabledetermination letter from the IRS or an application for such a letter iscurrently being processed by the IRS with respect thereto and, to the bestknowledge each Loan Party, nothing has occurred which would prevent, or causethe loss of, such qualification. Borrower and each ERISA Affiliate have made all required contributionsto each Plan subject to Section 412 of the Code, and no application for afunding waiver or an extension of any amortization period pursuant toSection 412 of the Code has been made with respect to any Plan.

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

(c)                                  (i) No ERISA Event has occurredor is reasonably expected to occur; (ii) no Pension Plan has any UnfundedPension Liability; (iii) no Loan Party nor any ERISA Affiliate hasincurred, or reasonably expects to incur, any liability under Title IV of ERISAwith respect to any Pension Plan (other than premiums due and not delinquentunder Section 4007 of ERISA); (iv) no Loan Party nor any ERISA

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Affiliatehas incurred, or reasonably expects to incur, any liability (and no event hasoccurred which, with the giving of notice under Section 4219 of ERISA,would result in such liability) under Section 4201 or 4243 of ERISA withrespect to a Multiemployer Plan; and (v) neither Borrower nor any ERISAAffiliate has engaged in a transaction that could be subject toSection 4069 or 4212(c) of ERISA.

**5.13****                        Subsidiaries.**  As of the Closing Date, no Loan Party has anySubsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13,and all of the outstanding Equity Interests in such Subsidiaries have beenvalidly issued, are fully paid and nonassessable and are owned by a Loan Partyin the amounts specified on Part (a) of Schedule 5.13 free andclear of all Liens.  No Loan Party hasany equity investments in any other corporation or entity other than thosespecifically disclosed in Part (b) of Schedule 5.13.  All of the outstanding Equity Interests inBorrower have been validly issued and are fully paid and nonassessable and areowned by the Parent in the amounts specified on Part (c) of Schedule 5.13free and clear of all Liens.

**5.14**                        MarginRegulations; Investment Company Act; Public Utility Holding Company Act.

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

(b)                                 None of Borrower, any PersonControlling Borrower, or any Subsidiary (i) is a “holding company,” or a “subsidiarycompany” of a “holding company,” or an “affiliate” of a “holding company” or ofa “subsidiary company” of a “holding company,” within the meaning of the PublicUtility Holding Company Act of 1935, or (ii) is or is required to beregistered as an “investment company” under the Investment Company Act of 1940.

**5.15****                        Disclosure.**  Loan Parties have disclosed to Agent andLenders all agreements, instruments and corporate or other restrictions towhich it or any of its Subsidiaries is subject, and all other matters known toit, that, individually or in the aggregate, could reasonably be expected toresult in a Material Adverse Effect.  Noreport, financial statement, certificate or other information furnished(whether in writing or orally) by or on behalf of any Loan Party to Agent orany Lender in connection with the transactions contemplated hereby and thenegotiation of this Agreement or delivered hereunder or under any other LoanDocument (in each case, as modified or supplemented by other information sofurnished) contains any material misstatement of fact or omits to state any materialfact necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided that,with respect to projected financial information, each Loan Party representsonly that such information was prepared in good faith based upon assumptionsbelieved to be reasonable at the time.

**5.16****                        Compliancewith Laws.**  Each Loan Party and eachSubsidiary thereof is in compliance in all material respects with therequirements of all Laws and all orders, writs, injunctions and decreesapplicable to it or to its properties, except in such instances in which(a) such requirement of Law or order, writ, injunction or decree is beingcontested in good faith by appropriate proceedings diligently conducted or (b) thefailure to comply therewith, either individually or in the aggregate, could notreasonably be expected to have a Material Adverse Effect.

**5.17****                        TaxpayerIdentification Number.**  Borrower’strue and correct U.S. taxpayer identification number is set forth on Schedule 10.02.

**5.18****                        IntellectualProperty; Licenses, Etc.** Each LoanParty and each Subsidiary thereof own, or possess the right to use, all of thetrademarks, service marks, trade names, copyrights, patents, patent rights,franchises, licenses and other intellectual property rights (collectively, “IPRights”) that are reasonably necessary for the operation of theirrespective businesses, without conflict with the rights of any otherPerson.  To the best knowledge of eachLoan Party, no slogan or other advertising device, product, process, method,substance, part or other material now employed, or now contemplated to beemployed, by any Loan Party or any Subsidiary thereof infringes upon any rightsheld by any other Person.  No claim orlitigation regarding any of the foregoing is pending or, to the best knowledgeof each

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Loan Party, threatened,which, either individually or in the aggregate, could reasonably be expected tohave a Material Adverse Effect.

**5.19****                        Solvency** Each Loan Party is, individually andtogether with its Subsidiaries on a consolidated basis, Solvent.

**ARTICLE VI.**                       AFFIRMATIVE COVENANTS

So long as any Lendershall have any Commitment hereunder, any Loan or other Obligation hereundershall remain unpaid or unsatisfied, or any Letter of Credit shall remainoutstanding, Parent shall, and shall (except in the case of the covenants setforth in Sections 6.01, 6.02, and 6.03) causeBorrower and each other Subsidiary to:

**6.01****                        FinancialStatements.**  Deliver to Agent asufficient number of copies for delivery by Agent to each Lender, in form anddetail satisfactory to Agent and the Required Lenders:

(a)                                  as soon as available and in anyevent within the earlier of (i) five days after the time period specifiedby the SEC under the Exchange Act (including any reporting extensions grantedto Parent by the SEC) for annual reporting or (ii) 120 days after the endof each fiscal year of Parent, a consolidated balance sheet of Parent and itsSubsidiaries as at the end of such fiscal year, and the related consolidated statementsof income or operations, shareholders’ equity and cash flows for such fiscalyear, setting forth in each case in comparative form the figures for theprevious fiscal year, all in reasonable detail and prepared in accordance withGAAP, such consolidated statements to be audited and accompanied by a reportand opinion of a Registered Public Accounting Firm of nationally recognizedstanding reasonably acceptable to the Required Lenders, which report andopinion shall be prepared in accordance with generally accepted auditingstandards and applicable Securities Laws and shall not be subject to any “goingconcern” or like qualification or exception or any qualification or exceptionas to the scope of such audit or with respect to the absence of any materialmisstatement; provided, however, that at any time Parent shall besubject to the reporting requirements of Section 13 or 15(d) of the ExchangeAct, delivery within the time period specified in clause (i) above ofcopies of the annual consolidated balance sheets and statements on Form 10-K ofParent and its Subsidiaries for such annual period as filed with the SEC shallbe deemed to satisfy the requirements of this subsection (a);

(b)                                 as soon as available and in anyevent within the earlier of (i) five days after the time period specifiedby the SEC under the Exchange Act (including any reporting extensions grantedto Parent by the SEC) for quarterly reporting or (ii) 45 days after theend of each of the first three quarters of each fiscal year of Parent, aconsolidated balance sheet of Parent and its Subsidiaries as at the end of suchfiscal quarter, and the related consolidated statements of income oroperations, shareholders’ equity and cash flows for such fiscal quarter and forthe portion of Parent’s fiscal year then ended, setting forth in each case incomparative form the figures for the corresponding fiscal quarter of theprevious fiscal year and the corresponding portion of the previous fiscal year,all in reasonable detail; provided, however, that at any timeParent shall be subject to the reporting requirements of Section 13 or 15(d) ofthe Exchange Act, delivery within the time period specified in clause (i)above of copies of the quarterly consolidated balance sheets and statements onForm 10-Q of Parent and its Subsidiaries for such quarterly period as filedwith the SEC shall be deemed to satisfy the requirements of thissubsection (b); and

(c)                                  as soon as available, but in anyevent not later than the end of each fiscal year of the Parent, financialforecasts prepared by management of Parent, in form satisfactory to Agent andthe Required Lenders, for the immediately following fiscal year (including thefiscal year in which the Maturity Date occurs).

**6.02****                        Certificates;Other Information.**  Deliver to Agenta sufficient number of copies for delivery by Agent to each Lender, in form anddetail satisfactory to Agent and Required Lenders:

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(a)                                  concurrently with the delivery ofthe financial statements referred to in Sections 6.01(a) and (b),a duly completed Compliance Certificate signed by the chief executive officer,chief financial officer, treasurer or controller of Parent;

(b)                                 promptly after any request by Agentor any Lender, copies of any detailed audit reports, management letters orrecommendations submitted to the board of directors (or the audit committee ofthe board of directors) of Parent by independent accountants in connection withthe accounts or books of the Parent or any Subsidiary, or any audit of any ofthem;

(c)                                  promptly after the same areavailable, copies of each annual report, proxy or financial statement or otherreport or communication sent to the stockholders of Parent, and copies of allannual, regular, periodic and special reports and registration statements whichParent may file or be required to file with the SEC under Section 13 or15(d) of the Exchange Act, and not otherwise required to be delivered to Agentpursuant hereto;

(d)                                 promptly after the furnishingthereof, copies of any statement or report furnished to any holder of debtsecurities of any Loan Party or any Subsidiary thereof pursuant to the terms ofany indenture, loan or credit or similar agreement and not otherwise requiredto be furnished to Lenders pursuant to Section 6.01 or any otherclause of this Section 6.02;

(e)                                  promptly, and in any event withinfive Business Days after receipt thereof by any Loan Party or any Subsidiarythereof, copies of each notice or other correspondence received from the SEC(or comparable agency in any applicable non-U.S. jurisdiction) concerning anyinvestigation or possible investigation or other inquiry by such agencyregarding financial or other operational results of any Loan Party or anySubsidiary thereof (which, for the avoidance of doubt, shall not includegeneral correspondence received from the SEC on other matters); and

(f)                                    promptly, such additionalinformation regarding the business, financial or corporate affairs of any LoanParty or any Subsidiary thereof, or compliance with the terms of the LoanDocuments, as Agent or any Lender may from time to time reasonably request.

Borrower herebyacknowledges that (a) Agent will make available to Lenders and the L/CIssuer materials and/or information provided by or on behalf of a Loan Partyhereunder (collectively, “Borrower Materials”) by posting BorrowerMaterials on IntraLinks or another similar electronic system (the “Platform”)and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lendersthat do not wish to receive material non-public information with respect to aLoan Party or its securities) (each, a “Public Lender”).  Each Loan Party hereby agrees that(w) all Borrower Materials that are to be made available to Public Lendersshall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shallmean that the word “PUBLIC” shall appear prominently on the first page thereof;(x) by marking Borrower Materials “PUBLIC,” each Loan Party shall bedeemed to have authorized Agent, the L/C Issuer and the Lenders to treat suchBorrower Materials as not containing any material non-public information withrespect to such Loan Party or its securities for purposes of United StatesFederal and state securities laws (provided, however, that to theextent such Borrower Materials constitute Information, they shall be treated asset forth in Section 11.07); (y) all Borrower Materials marked“PUBLIC” are permitted to be made available through a portion of the Platformdesignated “Public Investor;” and (z) Agent shall be entitled to treat anyBorrower Materials that are not marked “PUBLIC” as being suitable only forposting on a portion of the Platform not designated “Public Investor.

**6.03****                        Notices.**  Promptly notify Agent and each Lender:

(a)                                  of the occurrence of any Default;

(b)                                 ofany matter that has resulted or could reasonably be expected to result in aMaterial Adverse Effect, including (i) breach or non-performance of, orany default under, a Contractual Obligation of any Loan Party or any Subsidiarythereof; (ii) any dispute, litigation, investigation, proceeding or suspensionbetween any Loan Party or any Subsidiary thereof and any GovernmentalAuthority; or

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(iii) thecommencement of, or any material development in, any litigation or proceedingaffecting any Loan Party or any Subsidiary thereof, including pursuant to anyapplicable Environmental Laws;

(c)                                  of the occurrence of any ERISAEvent;

(d)                                 of any dispute, litigation,investigation or proceeding affecting any Guarantor which, if adverselydetermined, could reasonably be expected to result in a judgment, order, decreeor arbitration award of $1,000,000 or more;

(e)                                  of any material change in accountingpolicies or financial reporting practices by any Loan Party or any Subsidiarythereof, and

(f)                                    of Parent’s determination at anytime of the occurrence or existence of any Internal Control Event.

Each notice pursuant tothis Section shall be accompanied by a statement of a Responsible Officer ofBorrower setting forth details of the occurrence referred to therein andstating what action the applicable Loan Party has taken and proposes to takewith respect thereto.  Each noticepursuant to Section 6.03(a) shall describe with particularity anyand all provisions of this Agreement and any other Loan Document that have beenbreached.

**6.04****                        Payment ofObligations.**  Pay and discharge asthe same shall become due and payable, all its obligations and liabilities,including (a) all tax liabilities, assessments and governmental charges orlevies upon it or its properties or assets, unless the same are being contestedin good faith by appropriate proceedings diligently conducted and adequatereserves in accordance with GAAP are being maintained by Parent or suchSubsidiary; (b) all lawful claims which, if unpaid, would by law become aLien upon its property; and (c) all Indebtedness, as and when due andpayable, but subject to any subordination provisions contained in any instrumentor agreement evidencing such Indebtedness.

**6.05****                        Preservationof Existence, Etc.** (a) Preserve, renew and maintain in full force and effect its legalexistence and good standing under the Laws of the jurisdiction of itsorganization except in a transaction permitted by Section 7.04 or 7.05;(b) take all reasonable action to maintain all rights, privileges,permits, licenses and franchises necessary or desirable in the normal conductof its business, except to the extent that failure to do so could notreasonably be expected to have a Material Adverse Effect; and (c) preserveor renew all of its registered patents, trademarks, trade names and servicemarks, the non-preservation of which could reasonably be expected to have aMaterial Adverse Effect.

**6.06****                        Maintenanceof Properties.**  (a) Maintain,preserve and protect all of its material properties and equipment necessary inthe operation of its business in good working order and condition, ordinarywear and tear excepted; (b) make all necessary repairs thereto andrenewals and replacements thereof except where the failure to do so could notreasonably be expected to have a Material Adverse Effect; and (c) use thestandard of care typical in the industry in the operation and maintenance ofits facilities.

**6.07****                        Maintenanceof Insurance.**  Maintain withfinancially sound and reputable insurance companies not Affiliates of any LoanParty, insurance with respect to its properties and business against loss ordamage of the kinds customarily insured against by Persons engaged in the sameor similar business, of such types and in such amounts (after giving effect toany self-insurance compatible with the following standards) as are customarilycarried under similar circumstances by such other Persons and providing for notless than 30 days’ prior notice to Agent of termination, lapse or cancellationof such insurance.

**6.08****                        Compliancewith Laws.**  Comply in all materialrespects with the requirements of all Laws and all orders, writs, injunctionsand decrees applicable to it or to its business or property, except in suchinstances in which (a) such requirement of Law or order, write, injunctionor decree is being contested in good faith by appropriate proceedingsdiligently conducted; or (b) the failure to comply therewith could notreasonably be expected to have a Material Adverse Effect.

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**6.09****                        Books andRecords.**  (a) Maintain properbooks of record and account, in which full, true and correct entries inconformity with GAAP consistently applied shall be made of all financialtransactions and matters involving the assets and business of Parent, Borroweror such Subsidiary, as the case may be; and (b) maintain such books ofrecord and account in material conformity with all applicable requirements ofany Governmental Authority having regulatory jurisdiction over Parent, Borroweror such Subsidiary, as the case may be.

**6.10****                        InspectionRights.**  Permit representatives andindependent contractors of Agent and each Lender to visit and inspect any ofits properties, to examine its corporate, financial and operating records, andmake copies thereof or abstracts therefrom, and to discuss its affairs,finances and accounts with its directors, officers, and independent publicaccountants, all at the expense of Borrower and at such reasonable times duringnormal business hours and as often as may be reasonably desired, uponreasonable advance notice to Borrower; provided, however, thatwhen an Event of Default exists Agent or any Lender (or any of their respectiverepresentatives or independent contractors) may do any of the foregoing at theexpense of Borrower at any time during normal business hours and withoutadvance notice.

**6.11**                        FinancialCovenants.

(a)                                  Fixed Charge Coverage Ratio. Maintain on a consolidated basis, a Fixed Charge Coverage Ratio of atleast 1.50:1.0.  For purposes hereof, “FixedCharge Coverage Ratio” means the ratio of (i) the sum of EBITDA pluslease expense and rent expense, minus income tax, minusRestricted Payments, to (ii) the sum of interest expense, lease expense,rent expense, the current portion of long term debt and the current portion ofcapitalized lease obligations.  Thisratio will be calculated at the end of each reporting period for which thisAgreement requires Parent to deliver financial statements, using the results ofParent and its Subsidiaries for the twelve-month period ending with thatreporting period.  The current portion oflong-term liabilities will be measured as of the date twelve (12) months priorto the current financial statement.

(b)                                 Funded Debt to EBITDA Ratio. Maintain on a consolidated basis, a ratio of Funded Debt to EBITDA notexceeding 3.00:1.0.  This ratio will becalculated at the end of each reporting period for which this Agreementrequires Parent to deliver financial statements, using the results of Parentand its Subsidiaries for the twelve-month period ending with that reportingperiod.  In the event that Parent orBorrower makes a Permitted Acquisition during the twelve-month period endingwith the relevant reporting period, calculation of this ratio shall include, tothe extent not included in the EBITDA used in such calculation, the EBITDA ofthe Persons, assets, business lines or divisions acquired as a part of suchPermitted Acquisition, giving effect to any such acquisition as of the firstday of such twelve-month period.

**6.12****                        Use ofProceeds.**  Use the proceeds of theCredit Extensions (a) to refinance Indebtedness arising under the ExistingCredit Agreement, and (b) for working capital and other general corporatepurposes, including Permitted Acquisitions, in each case not in contraventionof any Law or of any Loan Document.

**6.13****                        AdditionalGuarantors.**  Notify Agent at the timethat any Person becomes a direct or indirect Domestic Subsidiary of Parent, andpromptly thereafter (and in any event within 30 days), cause such Person to(a) become a Guarantor by executing and delivering to Agent a JoinderAgreement, and (b) deliver to Agent documents of the types referred to inclauses (iii) and (iv) of Section 4.01(a) and favorable opinions ofcounsel to such Person (which shall cover, among other things, the legality,validity, binding effect and enforceability of the Joinder Agreement referredto in clause (a)), all in form, content and scope reasonably satisfactory to Agent.  Upon the execution and delivery by suchSubsidiary of a Joinder Agreement and acceptance thereof by Agent, suchSubsidiary shall become a Guarantor hereunder with the same force and effect asif originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require theconsent of any Lender, the L/C Issuer or any Loan Party.  The rights and obligations of each Guarantorhereunder shall remain in full force and effect notwithstanding the addition ofany new Guarantor as a party to this Agreement.

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**ARTICLE VII.**                   NEGATIVE COVENANTS

So long as any Lendershall have any Commitment hereunder, any Loan or other Obligation hereundershall remain unpaid or unsatisfied, or any Letter of Credit shall remainoutstanding, Parent shall not, nor shall it permit Borrower or any otherSubsidiary to, directly or indirectly:

**7.01****                        Liens.**  Create, incur, assume or suffer to exist anyLien upon any of its property, assets or revenues, whether now owned orhereafter acquired, other than the following:

(a)                                  Liens pursuant to any Loan Document;

(b)                                 Liens existing on the date hereofand listed on Schedule 7.01 and any renewals or extensions thereof,provided that (i) the property covered thereby is not changed,(ii) the amount secured or benefited thereby is not increased except ascontemplated by Section 7.03(b), (iii) the direct or anycontingent obligor with respect thereto is not changed, and (iv) and anyrenewal or extension of the obligations secured or benefited thereby ispermitted by Section 7.03(b);

(c)                                  Liens for taxes not yet due or whichare being contested in good faith and by appropriate proceedings diligentlyconducted, if adequate reserves with respect thereto are maintained on thebooks 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 courseof business which are not overdue for a period of more than 30 days or whichare being contested in good faith and by appropriate proceedings diligentlyconducted, if adequate reserves with respect thereto are maintained on thebooks of the applicable Person in accordance with GAAP;

(e)                                  pledges or deposits in the ordinarycourse of business in connection with workers’ compensation, unemploymentinsurance and other social security legislation, other than any Lien imposed byERISA;

(f)                                    deposits to secure the performanceof bids, trade contracts and leases (other than Indebtedness), statutoryobligations, surety and appeal bonds, performance bonds and other obligationsof a like nature incurred in the ordinary course of business;

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

(h)                                 Liens securing judgments for thepayment of money not constituting an Event of Default under Section 8.01(h);and

(i)                                     Liens securing Indebtednesspermitted under Section 7.03(e); provided that (i) suchLiens do not at any time encumber any property other than the property financedby such Indebtedness and (ii) the Indebtedness secured thereby does notexceed the cost or fair market value, whichever is lower, of the property beingacquired on the date of acquisition.

**7.02****                        Investments.**  Make any Investments, except:

(a)                                  Investments held by Parent, Borroweror such Subsidiary in the form of cash equivalents or short-term marketabledebt securities;

(b)                                 Advances to officers, directors andemployees of Parent, Borrower and Subsidiaries in an aggregate amount not toexceed $250,000 at any time outstanding, for travel, entertainment, relocationand analogous ordinary business purposes;

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(c)                                  Investments of Parent in Borrower orany other wholly-owned Subsidiary of Parent, Investments of Borrower in anywholly-owned Subsidiary of Borrower and Investments of any wholly-ownedSubsidiary in Parent, Borrower or in another wholly-owned Subsidiary;

(d)                                 Permitted Acquisitions made byParent or Borrower;

(e)                                  Investments consisting of extensionsof credit in the nature of accounts receivable or notes receivable arising fromthe grant of trade credit in the ordinary course of business, and Investmentsreceived in satisfaction or partial satisfaction thereof from financiallytroubled account debtors to the extent reasonably necessary in order to preventor limit loss;

(f)                                    Guarantees permitted by Section 7.03;and

(g)                                 other Investments made on or afterthe Closing Date not described in subsections (a) through (f) above; providedthat the aggregate amount of all such Investments shall not exceed $5,000,000at any time outstanding.

**7.03****                        Indebtedness.**  Create, incur, assume or suffer to exist anyIndebtedness, except:

(a)                                  Indebtedness under the LoanDocuments;

(b)                                 Indebtedness outstanding on the datehereof and listed on Schedule 7.03 and any refinancings,refundings, renewals or extensions thereof; provided that (i) theamount of such Indebtedness is not increased at the time of such refinancing,refunding, renewal or extension except by an amount equal to a reasonablepremium or other reasonable amount paid, and fees and expenses reasonablyincurred, in connection with such refinancing and by an amount equal to anyexisting commitments unutilized thereunder and (ii) the terms relating toprincipal amount, amortization, maturity, collateral (if any) and subordination(if any), and other material terms taken as a whole, of any such refinancing, refunding,renewing or extending Indebtedness, and of any agreement entered into and ofany instrument issued in connection therewith, are no less favorable in anymaterial respect to the Loan Parties or Lenders than the terms of any agreementor instrument governing the Indebtedness being refinanced, refunded, renewed orextended and the interest rate applicable to any such refinancing, refunding,renewing or extending Indebtedness does not exceed the then applicable marketinterest rate;

(c)                                  Guarantees of any Loan Party or anySubsidiary in respect of Indebtedness otherwise permitted hereunder of any LoanParty or any wholly-owned Subsidiary;

(d)                                 Obligations (contingent orotherwise) of Borrower or any Subsidiary existing or arising under any SwapContract, provided that (i) such obligations are (or were) enteredinto by such Person in the ordinary course of business for the purpose ofdirectly mitigating risks associated with liabilities, commitments,investments, assets, or property held or reasonably anticipated by such Person,or changes in the value of securities issued by such Person, and not forpurposes of speculation or taking a “market view;” and (ii) such SwapContract does not contain any provision exonerating the non-defaulting partyfrom its obligation to make payments on outstanding transactions to thedefaulting party;

(e)                                  Indebtedness in respect of capitalleases, Synthetic Lease Obligations and purchase money obligations for fixed orcapital assets within the limitations set forth in Section 7.01(i);provided, however, that the aggregate amount of all suchIndebtedness at any one time outstanding shall not exceed (i) $10,000,000 minus(ii) the aggregate outstanding amount of all Indebtedness permitted bysubsection (f) below; and

(f)                                    unsecured Indebtedness in anaggregate principal amount not to exceed at any time outstanding(i) $10,000,000 minus (ii) the aggregate outstanding amount ofall Indebtedness permitted by subsection (e) above.

**7.04****                        FundamentalChanges.**  Merge, dissolve, liquidate,consolidate with or into another Person, or Dispose of (whether in onetransaction or in a series of transactions) all or substantially all of

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its assets (whether nowowned or hereafter acquired) to or in favor of any Person, except that, so longas no Default exists or would result therefrom:

(a)                                  any Subsidiary may merge with(i) Borrower, provided that Borrower shall be the continuing orsurviving Person, or (ii) any one or more other Subsidiaries, providedthat when any wholly-owned Subsidiary is merging with another Subsidiary, thewholly-owned Subsidiary shall be the continuing or surviving Person, and, providedfurther that if a Guarantor (other than Parent) is merging with anotherSubsidiary, such Guarantor shall be the surviving Person;

(b)                                 Parent or Borrower may merge withany Person as part of a Permitted Acquisition; and

(c)                                  any Subsidiary may Dispose of all orsubstantially all of its assets (upon voluntary liquidation or otherwise) toBorrower or to another Subsidiary; provided that if the transferor insuch a transaction is a wholly-owned Subsidiary, then the transferee musteither be Borrower or a wholly-owned Subsidiary and, providedfurtherthat if the transferor of such assets is a Guarantor, the transferee musteither be Borrower or a Guarantor.

**7.05****                        Dispositions.**  Make any Disposition or enter into anyagreement to make any Disposition, except:

(a)                                  Dispositions of obsolete or worn outproperty, whether now owned or hereafter acquired, in the ordinary course ofbusiness;

(b)                                 Dispositions of inventory in theordinary course of business;

(c)                                  Dispositions of equipment or realproperty to the extent that (i) such property is exchanged for creditagainst the purchase price of similar replacement property or (ii) theproceeds of such Disposition are reasonably promptly applied to the purchaseprice of such replacement property;

(d)                                 Dispositions of property by anySubsidiary to Borrower or to a wholly-owned Subsidiary; provided that ifthe transferor of such property is a Guarantor, the transferee thereof musteither be Parent, Borrower or a Guarantor; and

(e)                                  Dispositions permitted by Section 7.04.

provided,however, that any Disposition pursuant to clauses (a) through (e)shall be for fair market value.

**7.06****                        Change inNature of Business.**  Engage in anymaterial line of business substantially different from those lines of businessconducted by Parent and its Subsidiaries on the date hereof or any businesssubstantially related or incidental thereto. For the avoidance of doubt, each of the parties hereto acknowledge andagree that as of the Closing Date, Parent and its Subsidiaries were engaged inthe animal health business.

**7.07****                        TransactionsWith Affiliates.**  Enter into anytransaction of any kind with any Affiliate of Parent, whether or not in the ordinarycourse of business, other than on fair and reasonable terms substantially asfavorable to Parent, Borrower or such Subsidiary as would be obtainable byParent, Borrower or such Subsidiary at the time in a comparable arm’s lengthtransaction with a Person other than an Affiliate, provided that theforegoing restriction shall not apply to transactions between or among any LoanParty.

**7.08****                        BurdensomeAgreements.**  Enter into anyContractual Obligation (other than this Agreement or any other Loan Document)that (a) limits the ability (i) of any Subsidiary to make RestrictedPayments to Borrower or any Guarantor or to otherwise transfer property to anyLoan Party, (ii) of any Subsidiary to Guarantee the Indebtedness ofBorrower or (iii) of Borrower or any Subsidiary to create, incur, assumeor suffer to exist Liens on property of such Person; provided, however,that this clause (iii) shall not prohibit any negative pledge incurred orprovided in favor of any holder of Indebtedness permitted under Section 7.03(e)solely to the extent any such negative pledge relates to the property

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financed by or thesubject of such Indebtedness; or (b) requires the grant of a Lien tosecure an obligation of such Person if a Lien is granted to secure anotherobligation of such Person.

**7.09****                        Use ofProceeds.**  Use the proceeds of anyCredit Extension, whether directly or indirectly, and whether immediately,incidentally or ultimately, to purchase or carry margin stock (within themeaning of Regulation U of the FRB) or to extend credit to others for thepurpose of purchasing or carrying margin stock or to refund indebtednessoriginally incurred for such purpose.

**ARTICLE VIII.**               EVENTS OF DEFAULT AND REMEDIES

**8.01****                        Eventsof Default.**  Any of the followingshall constitute an Event of Default:

(a)                                  Non-Payment. Borrower or any other Loan Party fails to pay (i) when and asrequired to be paid herein, any amount of principal of any Loan or any L/CObligation, or (ii) within three days after the same becomes due, anyinterest 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 amountpayable hereunder or under any other Loan Document; or

(b)                                 Specific Covenants. Borrower or any other Loan Party 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, 6.12 or 6.13 or Article VII;or

(c)                                  Other Defaults. Borrower or any other Loan Party fails to perform or observe any othercovenant or agreement (not specified in subsection (a) or (b) above)contained in any Loan Document on its part to be performed or observed and suchfailure continues for 30 days or any default or Event of Default occurs underany other Loan Document; or

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

(e)                                  Cross-Default. (i) Parent, Borrower or any Subsidiary (A) fails to make anypayment when due (whether by scheduled maturity, required prepayment,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 availableamounts and including amounts owing to all creditors under any combined orsyndicated credit arrangement) of more than the Threshold Amount, or(B) fails to observe or perform any other agreement or condition relatingto any such Indebtedness or Guarantee or contained in any instrument oragreement 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 holderor holders of such Indebtedness or the beneficiary or beneficiaries of suchGuarantee (or a trustee or agent on behalf of such holder or holders orbeneficiary 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 torepurchase, prepay, defease or redeem such Indebtedness to be made, prior toits stated maturity, or such Guarantee to become payable or cash collateral inrespect thereof to be demanded; or (ii) there occurs under any SwapContract an Early Termination Date (as defined in such Swap Contract) resultingfrom (A) any event of default under such Swap Contract as to whichBorrower or any Subsidiary is the Defaulting Party (as defined in such SwapContract) or (B) any Termination Event (as so defined) under such SwapContract as to which Parent, Borrower or any Subsidiary is an Affected Party(as so defined) and, in either event, the Swap Termination Value owed byParent, Borrower or such Subsidiary as a result thereof is greater than theThreshold Amount; or

(f)                                    Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to theinstitution of any proceeding under any Debtor Relief Law, or makes anassignment for the benefit of creditors; or applies for or consents to theappointment of any receiver, trustee, custodian, conservator, liquidator,rehabilitator or similar officer for it or for all or any material part of itsproperty; or

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anyreceiver, trustee, custodian, conservator, liquidator, rehabilitator or similarofficer is appointed without the application or consent of such Person and theappointment continues undischarged or unstayed for 60 calendar days; or anyproceeding under any Debtor Relief Law relating to any such Person or to all orany material part of its property is instituted without the consent of suchPerson and continues undismissed or unstayed for 60 calendar days, or an orderfor relief is entered in any such proceeding; or

(g)                                 Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable oradmits in writing its inability or fails generally to pay its debts as theybecome due, or (ii) any writ or warrant of attachment or execution orsimilar process is issued or levied against all or any material part of theproperty of any such Person and is not released, vacated or fully bonded within30 days after its issue or levy; or

(h)                                 Judgments. There is entered against any Loan Party or any Subsidiary thereof(i) one or more final judgments or orders for the payment of money in anaggregate amount (as to all such judgments or orders) exceeding the ThresholdAmount (to the extent not covered by independent third-party insurance as towhich the insurer does not dispute coverage), or (ii) any one or morenon-monetary final judgments that have, or could reasonably be expected tohave, individually or in the aggregate, a Material Adverse Effect and, ineither case, (A) enforcement proceedings are commenced by any creditorupon such judgment or order, or (B) there is a period of 10 consecutivedays during which a stay of enforcement of such judgment, by reason of apending appeal or otherwise, is not in effect; or

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

(j)                                     Invalidity of Loan Documents. Any Loan Document  or any provisionthereof, at any time after its execution and delivery and for any reason otherthan as expressly permitted hereunder or thereunder or satisfaction in full ofall the Obligations, ceases to be in full force and effect; or any Loan Partyor any other Person contests in any manner the validity or enforceability ofany Loan Document or any provision thereof; or any Loan Party denies that ithas any or further liability or obligation under any Loan Document, or purportsto revoke, terminate or rescind any Loan Document or any provision thereof; or

(k)                                  Change of Control. There occurs any Change of Control with respect to any Loan Party; or

(l)                                     Material Adverse Effect. There occurs any event or circumstance that has a Material AdverseEffect.

**8.02****                        RemediesUpon Event of Default.**  If any Eventof Default occurs and is continuing, Agent shall, at the request of, or may,with the consent of, the Required Lenders, take any or all of the followingactions:

(a)                                  declare the commitment of eachLender to make Loans and any obligation of the L/C Issuer to make L/C CreditExtensions to be terminated, whereupon such commitments and obligation shall beterminated;

(b)                                 declare the unpaid principal amountof all outstanding Loans, all interest accrued and unpaid thereon, and allother amounts owing or payable hereunder or under any other Loan Document to beimmediately due and payable, without presentment, demand, protest or othernotice of any kind, all of which are hereby expressly waived by each LoanParty;

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(c)                                  require that Borrower CashCollateralize the L/C Obligations (in an amount equal to the then OutstandingAmount thereof); and

(d)                                 exercise on behalf of itself, theLenders and the L/C Issuer all rights and remedies available to it, the Lendersand the L/C Issuer under the Loan Documents;

provided,however, that upon the occurrence of an actual or deemed entry of anorder for relief with respect to Borrower under the Bankruptcy Code of theUnited States, the obligation of each Lender to make Loans and any obligationof 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 otheramounts as aforesaid shall automatically become due and payable, and theobligation of Borrower to Cash Collateralize the L/C Obligations as aforesaidshall automatically become effective, in each case without further act of Agentor any Lender.

**8.03****                        Applicationof Funds.**  After the exercise ofremedies provided for in Section 8.02 (or after the Loans haveautomatically become immediately due and payable and the L/C Obligations haveautomatically been required to be Cash Collateralized as set forth in theproviso to Section 8.02), any amounts received on account of theObligations shall be applied by 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 ofcounsel to Agent (including fees and time charges for attorneys who may beemployees of Agent) and amounts payable under Article III) payableto Agent in its capacity as such;

Second,to payment of that portion of the Obligations constituting fees, indemnitiesand other amounts (other than principal, interest and L/C Fees) payable toLenders and the L/C Issuer (including fees, charges and disbursements ofcounsel to the respective Lenders and the L/C Issuer (including fees and timecharges for attorneys who may be employees of any Lender or the L/C Issuer) andamounts payable under Article III), ratably among them inproportion to the respective amounts described in this clause Secondpayable to them;

Third,to payment of that portion of the Obligations constituting (i) accrued andunpaid L/C Fees and interest on the Loans, L/C Borrowings and other Obligationsand (ii) fees, premiums and scheduled periodic payments due under any SwapContract between Borrower or any Subsidiary and any Lender or any Affiliate ofany Lender permitted by Section 7.03(d) and any interest accruedthereon, ratably among the Lenders and the L/C Issuer in proportion to therespective amounts described in this clause Third payable to them;

Fourth,to payment of that portion of the Obligations constituting (i) unpaidprincipal of the Loans and L/C Borrowings and (ii) breakage, terminationor other payments due under any Swap Contract between any Lender or anyAffiliate of any Lender permitted by Section 7.03(d) and anyinterest accrued thereon, ratably among the Lenders and the L/C Issuer inproportion to the respective amounts described in this clause Fourthheld by them;

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

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

Subject to Section 2.03(c),amounts used to Cash Collateralize the aggregate undrawn amount of Letters ofCredit pursuant to clause Fifth above shall be applied to satisfydrawings under such Letters of Credit as they occur.  If any amount remains on deposit as CashCollateral 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 theorder set forth above.

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**ARTICLE IX.**                       ADMINISTRATIVE AGENT

**9.01**                        Appointmentand Authorization of Administrative Agent.

(a)                                  Each of the Lenders and the L/Cissuer hereby irrevocably appoints Bank of America to act on its behalf asAdministrative Agent hereunder and under the other Loan Documents  and authorizes Agent to take such actions onits behalf and to exercise such powers as are delegated to Agent by the termshereof and thereof, together with such actions and powers as are reasonablyincidental thereto.  The provisions ofthis Article are solely for the benefit of Agent, the Lenders and the L/CIssuer, and neither Borrower nor any other Loan Party shall have rights as a thirdparty beneficiary of any of such provisions.

(b)                                 Agent shall also act as the “collateralagent” under the Loan Documents, and each of the Lenders and the L/C Issuerhereby irrevocably appoints and authorizes Agent to act as the agent of suchLender and the L/C Issuer for purposes of acquiring, holding and enforcing anyand all Liens on any collateral security held by Agent on behalf of the Lendersor the L/C Issuer under any of the Loan Documents, together with such powersand discretion as are reasonably incidental thereto.  In this connection, Agent, as “collateralagent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agentpursuant to Section 9.05 or otherwise for purposes of holding orenforcing any Lien on any collateral security (or any portion thereof) held byAgent on behalf of the Lenders or the L/C Issuer under any of the LoanDocuments, or for exercising any rights and remedies thereunder at thedirection of Agent), shall be entitled to the benefits of all provisions ofthis Article IX and Article XI, as though suchco-agents, sub-agents and attorneys-in-fact were the “collateral agent” underthe Loan Documents as if set forth in full herein with respect thereto.

**9.02****                        Rights asa Lender.**  The Person serving asAgent hereunder shall have the same rights and powers in its capacity as aLender as any other Lender and may exercise the same as though it were notAgent and the term “Lender” or “Lenders” shall, unless otherwise expresslyindicated or unless the context otherwise requires, include the Person servingas 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 andgenerally engage in any kind of business with Borrower or any Subsidiary orother Affiliate thereof as if such Person were not Agent hereunder and withoutany duty to account therefor to Lenders.

**9.03****                        ExculpatoryProvisions.**  Agent shall not have anyduties or obligations except those expressly set forth herein and in the otherLoan Documents.  Without limiting thegenerality of the foregoing, Agent:

(a)                                  shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurredand is continuing;

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

(c)                                  shall not, except as expressly setforth herein and in the other Loan Documents, have any duty to disclose, andshall not be liable for the failure to disclose, any information relating toBorrower or any of its Affiliates that is communicated to or obtained by thePerson serving as Agent or any of its Affiliates in any capacity.

(d)                                 Agent shall not be liable for anyaction taken or not taken by it (i) with the consent or at the request ofthe Required Lenders (or such other number or percentage of the Lenders asshall be necessary, or as Agent shall believe in good faith shall be necessary,under the circumstances as

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providedin Sections 8.02 and 11.01) or (ii) in the absence ofits own gross negligence or willful misconduct. Agent shall be deemed not to have knowledge of any Default unless anduntil written notice describing such Default is given to Agent by Borrower, aLender or the L/C Issuer.  Agent shallnot be responsible for or have any duty to ascertain or inquire into(i) any statement, warranty or representation made in or in connectionwith this Agreement or any other Loan Document, (ii) the contents of anycertificate, report or other document delivered hereunder or thereunder or inconnection herewith or therewith, (iii) the performance or observance ofany of the covenants, agreements or other terms or conditions set forth hereinor therein or the occurrence of any Default, (iv) the validity,enforceability, effectiveness or genuineness of this Agreement, any other LoanDocument or any other agreement, instrument or document or (v) thesatisfaction of any condition set forth in Article IV or elsewhereherein, other than to confirm receipt of items expressly required to bedelivered to Agent.

**9.04****                        Relianceby Administrative Agent.**  Agent shallbe entitled to rely upon, and shall not incur any liability for relying upon,any notice, request, certificate, consent, statement, instrument, document orother writing (including any electronic message, Internet or intranet websiteposting or other distribution) believed by it to be genuine and to have beensigned, sent or otherwise authenticated by the proper Person.  Agent also may rely upon any statement made toit orally or by telephone and believed by it to have been made by the properPerson, and shall not incur any liability for relying thereon.  In determining compliance with any conditionhereunder to the making of a Loan, or the issuance of a Letter of Credit, thatby its terms must be fulfilled to the satisfaction of a Lender or the L/CIssuer, Agent may presume that such condition is satisfactory to such Lender orthe L/C Issuer unless Agent shall have received notice to the contrary fromsuch Lender or the L/C Issuer prior to the making of such Loan or the issuanceof such Letter of Credit.  Agent mayconsult with legal counsel (who may be counsel for Borrower), independentaccountants and other experts selected by it, and shall not be liable for anyaction taken or not taken by it in accordance with the advice of any suchcounsel, accountants or experts.

**9.05****                        Delegationof Duties.**  Agent may perform any andall of its duties and exercise its rights and powers hereunder or under anyother Loan Document by or through any one or more sub agents appointed byAgent.  Agent and any such sub agent mayperform any and all of its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of this Article shall apply to any such subagent and to the Related Parties of Agent and any such sub agent, and shallapply to their respective activities in connection with the syndication of thecredit facilities provided for herein as well as activities as Agent.

**9.06****                        Resignationof Agent.**  Agent may at any time givenotice of its resignation to Lenders, the L/C Issuer and Borrower.  Upon receipt of any such notice ofresignation, the Required Lenders shall have the right, in consultation withBorrower, to appoint a successor, which shall be a bank with an office in theUnited States, or an Affiliate of any such bank with an office in the UnitedStates.  If no such successor shall havebeen so appointed by the Required Lenders and shall have accepted suchappointment within 30 days after the retiring Agent gives notice of itsresignation, then the retiring  Agent mayon behalf of Lenders and the L/C Issuer, appoint a successor Agent meeting thequalifications set forth above; provided that if Agent shall notifyBorrower and the Lenders that no qualifying Person has accepted suchappointment, then such resignation shall nonetheless become effective inaccordance with such notice and (1) the retiring Agent shall be dischargedfrom its duties and obligations hereunder and under the other Loan Documents(except that in the case of any collateral security held by Agent on behalf ofthe Lenders or the L/C Issuer under any of the Loan Documents, the retiringAgent shall continue to hold such collateral security until such time as asuccessor Agent is appointed) and (2) all payments, communications anddeterminations provided to be made by, to or through Agent shall instead bemade by or to each Lender and the L/C Issuer directly, until such time as theRequired Lenders appoint a successor Agent as provided for above in thisSection.  Upon the acceptance of asuccessor’s appointment as Agent hereunder, such successor shall succeed to andbecome vested with all of the rights, powers, privileges and duties of theretiring (or retired) Agent, and the retiring Agent shall be discharged fromall 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 Borrower to a successorAgent shall be the same as those payable to its predecessor unless otherwiseagreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the otherLoan

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Documents, the provisionsof this Article and Section 11.04 shall continue in effect for thebenefit of such retiring Agent, its sub agents and their respective RelatedParties in respect of any actions taken or omitted to be taken by any of themwhile the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bankof America as Agent pursuant to this Section shall also constitute itsresignation as L/C Issuer.  Upon theacceptance of a successor’s appointment as Agent hereunder, (a) suchsuccessor shall succeed to and become vested with all of the rights, powers,privileges and duties of the retiring L/C Issuer, (b) the retiring L/CIssuer shall be discharged from all of its duties and obligations hereunder orunder the other Loan Documents, and (c) the successor L/C Issuer shallissue letters of credit in substitution for the Letters of Credit, if any,outstanding at the time of such succession or make other arrangementssatisfactory to the retiring L/C Issuer to effectively assume the obligationsof the retiring L/C Issuer with respect to such Letters of Credit.

**9.07        Non-Reliance on Agent and Other Lenders.**  Each Lender and the L/C Issuer acknowledgesthat it has, independently and without reliance upon Agent or any other Lenderor any of their Related Parties and based on such documents and information asit has deemed appropriate, made its own credit analysis and decision to enterinto this Agreement.  Each Lender and theL/C Issuer also acknowledges that it will, independently and without relianceupon Agent or any other Lender or any of their Related Parties and based onsuch 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 basedupon this Agreement, any other Loan Document or any related agreement or anydocument furnished hereunder or thereunder.

**9.08        No Other Duties, Etc.** Anything herein to the contrarynotwithstanding, no Lender holding a title listed on the cover page hereofshall have any powers, duties or responsibilities under this Agreement or anyof the other Loan Documents, except in its capacity, as applicable, as Agent, aLender or the L/C Issuer hereunder.

**9.09        Administrative Agent May File Proofs of Claim.**  In case of the pendency of any proceedingunder any Debtor Relief Law or any other judicial proceeding relative to anyLoan Party, Agent (irrespective of whether the principal of any Loan or L/CObligation shall then be due and payable as herein expressed or by declarationor otherwise and irrespective of whether Agent shall have made any demand onBorrower) shall be entitled and empowered, by intervention in such proceedingor otherwise.

(a)           tofile and prove a claim for the whole amount of the principal and interest owingand unpaid in respect of the Loans, L/C Obligations and all other Obligationsthat are owing and unpaid and to file such other documents as may be necessaryor advisable in order to have the claims of Lenders, the L/C Issuer and Agent(including any claim for the reasonable compensation, expenses, disbursementsand advances of Lenders, the L/C Issuer and Agent and their respective agents and counsel and all other amountsdue Lenders, the L/C Issuer and Agent under Sections 2.03(i) and (j),2.08 and 11.04) allowed in such judicial proceeding; and

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

and any custodian,receiver, assignee, trustee, liquidator, sequestrator or other similar officialin any such judicial proceeding is hereby authorized by each Lender and the L/CIssuer to make such payments to Agent and, in the event that Agent shallconsent to the making of such payments directly to Lenders and  the L/C Issuer, to pay to Agent any amountdue for the reasonable compensation, expenses, disbursements and advances ofAgent and its agents and counsel, and any other amounts due Agent under Sections 2.08and 11.04.  Nothing containedherein shall be deemed to authorize Agent to authorize or consent to or acceptor adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,arrangement, adjustment or composition affecting the Obligations or the rightsof any Lender or the L/C Issuer or to authorize Agent to vote in respect of theclaim of any Lender or the L/C Issuer in any such proceeding.

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**9.10        Guaranty Matters.**  Each Lender and the L/C Issuer herebyirrevocably authorizes Agent, at its option and in its discretion, to releaseany Guarantor from its obligations under the Guaranty if such Person ceases tobe a Subsidiary as a result of a transaction permitted hereunder.  Upon request by Agent at any time, eachLender and the L/C Issuer will confirm in writing Agent’s authority to releaseany Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

**ARTICLE X.**                           CONTINUING GUARANTY

**10.01      Guaranty.**  Each Guarantor hereby absolutely andunconditionally guarantees, as a guaranty of payment and performance and notmerely as a guaranty of collection, prompt payment when due, whether at statedmaturity, by required prepayment, upon acceleration, demand or otherwise, andat all times thereafter, of any and all of the Obligations, whether forprincipal, interest, premiums, fees, indemnities, damages, costs, expenses orotherwise, of Borrower to Agent, the Lenders and the L/C Issuer, arisinghereunder and under the other Loan Documents (including all renewals,extensions, amendments, refinancings and other modifications thereof and allcosts, attorneys’ fees and expenses incurred by Agent, the Lenders or the L/CIssuer in connection with the collection or enforcement thereof).  The Agent’s books and records showing theamount of the Obligations shall be admissible in evidence in any action orproceeding, and shall be binding upon each Guarantor, and conclusive for thepurpose of establishing the amount of the Obligations.  This Guaranty shall not be affected by thegenuineness, validity, regularity or enforceability of the Obligations or anyinstrument or agreement evidencing any Obligations, or by the existence,validity, enforceability, perfection, non-perfection or extent of anycollateral therefor, or by any fact or circumstance relating to the Obligationswhich might otherwise constitute a defense to the obligations of any Guarantorunder this Guaranty, and each Guarantor hereby irrevocably waives any defensesit may now have or hereafter acquire in any way relating to any or all of theforegoing.

**10.02      Rights of Lenders**  Each Guarantor consents and agrees thatAgent, the Lenders and the L/C Issuer may, at any time and from time to time,without notice or demand, and without affecting the enforceability orcontinuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate orotherwise change the time for payment or the terms of the Obligations or anypart thereof; (b) take, hold, exchange, enforce, waive, release, fail toperfect, sell, or otherwise dispose of any security for the payment of thisGuaranty or any Obligations; (c) apply such security and direct the orderor manner of sale thereof as Agent, the L/C Issuer and the Lenders in theirsole discretion may determine; and (d) release or substitute one or moreof any endorsers or other guarantors of any of the Obligations.  Without limiting the generality of theforegoing, each Guarantor consents to the taking of, or failure to take, anyaction which might in any manner or to any extent vary the risks of anyGuarantor under this Guaranty or which, but for this provision, might operateas a discharge of such Guarantor.

**10.03      Certain Waivers**  Each Guarantor waives (a) any defensearising by reason of any disability or other defense of the Borrower or anyother guarantor, or the cessation from any cause whatsoever (including any actor omission of Agent, the L/C Issuer or any Lender) of the liability of theBorrower; (b) any defense based on any claim that such Guarantor’sobligations exceed or are more burdensome than those of the Borrower;(c) the benefit of any statute of limitations affecting such Guarantor’sliability hereunder; (d) any right to proceed against the Borrower,proceed against or exhaust any security for the Obligations, or pursue anyother remedy in the power of Agent, the L/C Issuer or any Lender whatsoever;(e) any benefit of and any right to participate in any security now orhereafter held by Agent, the L/C Issuer or any Lender; and (f) to thefullest extent permitted by Law, any and all other defenses or benefits thatmay be derived from or afforded by applicable Law limiting the liability of orexonerating guarantors or sureties.  EachGuarantor expressly waives all setoffs and counterclaims and all presentments,demands for payment or performance, notices of nonpayment or nonperformance,protests, notices of protest, notices of dishonor and all other notices ordemands of any kind or nature whatsoever with respect to the Obligations, andall notices of acceptance of this Guaranty or of the existence, creation orincurrence of new or additional Obligations.

**10.04      Obligations Independent**  The obligations of each Guarantor hereunderare those of primary obligor, and not merely as surety, and are independent ofthe Obligations and the obligations of

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any other guarantor, anda separate action may be brought against any Guarantor to enforce this Guarantywhether or not the Borrower or any other Person is joined as a party.

**10.05      Limitation of Liability**  Notwithstanding anything in this Guaranty tothe contrary, the obligations of each Guarantor hereunder shall be limited toan aggregate amount equal to the largest amount that would not render itsobligations hereunder subject to avoidance under Section 548 of the BankruptcyCode (Title 11, United States Code) or any comparable provisions of anyapplicable state law.

**10.06      Borrower Indemnity**  In addition to all such rights of indemnityand subrogation as Guarantors may have under applicable Law, Borrower agreesthat in the event a payment shall be made by any Guarantor under this Guaranty,Borrower shall indemnify such Guarantor for the full amount of such payment andsuch Guarantor shall be subrogated to the rights of the Person to whom suchpayment shall have been made to the extent of such payment.

**10.07      Guarantor Contribution**  Each Guarantor (for purposes of this Section,a “Contributing Guarantor”) agrees that, in the event a payment shall bemade by any other Guarantor under this Guaranty and such Guarantor (forpurposes of this Section, the “Claiming Guarantor”) shall not have beenfully indemnified by Borrower as provided in Section 10.06, theContributing Guarantor shall indemnify the Claiming Guarantor in an amountequal to the amount of such payment, in each case multiplied by a fraction ofwhich the numerator shall be the net worth of the Contributing Guarantor on thedate of this Agreement (or, in the case of any Guarantor becoming a partyhereto pursuant to Section 6.13, the date of the Joinder Agreementexecuted and delivered by such Guarantor) and the denominator shall be theaggregate net worth of all Guarantors on the date of this Agreement (or, in thecase of any Guarantor becoming a party hereto pursuant to Section 6.13,the date of the Joinder Agreement executed and delivered by suchGuarantor).  Any Contributing Guarantormaking any payment to a Claiming Guarantor pursuant to this Section shall besubrogated to the rights of such Claiming Guarantor under Section 10.06to the extent of such payment.

**10.08      Subrogation**  No Guarantor shall exercise any right ofsubrogation, contribution, indemnity, reimbursement or similar rights withrespect to any payments it makes under this Guaranty until all of theObligations and any amounts payable under this Guaranty have been indefeasiblypaid and performed in full and the Commitments are terminated.  If any amounts are paid to any Guarantor inviolation of the foregoing limitation, then such amounts shall be held in trustfor the benefit of Agent, the L/C Issuer and the Lenders and shall forthwith bepaid to Agent to reduce the amount of the Obligations, whether matured orunmatured.

**10.09      Termination; Reinstatement**  This Guaranty is a continuing and irrevocableguaranty of all Obligations now or hereafter existing and shall remain in fullforce and effect until all Obligations and any other amounts payable under thisGuaranty are indefeasibly paid in full in cash and the Commitments areterminated.  Notwithstanding theforegoing, this Guaranty shall continue in full force and effect or be revived,as the case may be, if any payment by or on behalf of the Borrower or anyGuarantor is made, or Agent, the L/C Issuer or any Lender exercises its rightof setoff, in respect of the Obligations and such payment or the proceeds ofsuch setoff or any part thereof is subsequently invalidated, declared to befraudulent or preferential, set aside or required (including pursuant to anysettlement entered into by Agent, the L/C Issuer or any Lender in theirdiscretion) to be repaid to a trustee, receiver or any other party, inconnection with any proceeding under any Debtor Relief Laws or otherwise, allas if such payment had not been made or such setoff had not occurred andwhether or not Agent, the L/C Issuer or any Lender is in possession of or havereleased this Guaranty and regardless of any prior revocation, rescission,termination or reduction.  Theobligations of each Guarantor under this Section shall survive termination ofthis Guaranty.

**10.10      Subordination**  Each Guarantor hereby subordinates thepayment of all obligations and indebtedness of the Borrower owing to suchGuarantor, whether now existing or hereafter arising, including but not limitedto any obligation of the Borrower to such Guarantor as subrogee of Agent, theL/C Issuer or any Lender or resulting from such Guarantor’s performance underthis Guaranty, to the indefeasible payment in full in cash of allObligations.  If Agent, the L/C Issuer orany Lender so request, any such obligation or indebtedness of the Borrower toany Guarantor shall be enforced and performance

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received by suchGuarantor as trustee for Agent, the L/C Issuer and the Lenders and the proceedsthereof shall be paid over to Agent on account of the Obligations, but withoutreducing or affecting in any manner the liability of such Guarantor under thisGuaranty.

**10.11      Stay of Acceleration**  If acceleration of the time for payment ofany of the Obligations is stayed, in connection with any case commenced by oragainst any Guarantor or the Borrower under any Debtor Relief Laws, orotherwise, all such amounts shall nonetheless be payable by the Guarantorsimmediately upon demand by Agent, the L/C Issuer or any Lender.

**10.12      Condition of Borrower**  Each Guarantor acknowledges and agrees thatit has the sole responsibility for, and has adequate means of, obtaining fromthe Borrower and any other guarantor such information concerning the financialcondition, business and operations of the Borrower and any such other guarantoras such Guarantor requires, and that none of Agent, the L/C Issuer or anyLender has any duty, and such Guarantor is not relying on Agent, the L/C Issueror any Lender at any time, to disclose to such Guarantor any informationrelating to the business, operations or financial condition of the Borrower orany other guarantor (each Guarantor waiving any duty on the part of Agent, theL/C Issuer and each Lender to disclose such information and any defenserelating to the failure to provide the same).

**ARTICLE XI.**                       MISCELLANEOUS

**11.01      Amendments, Etc**.**** No amendment or waiver of any provision ofthis Agreement or any other Loan Document, and no consent to any departure byBorrower or any other Loan Party therefrom, shall be effective unless inwriting signed by the Required Lenders and Borrower or the applicable LoanParty, as the case may be, and acknowledged by Agent, and each such waiver orconsent shall be effective only in the specific instance and for the specificpurpose for which given; provided, however, that no suchamendment, waiver or consent shall:

(a)           waiveany condition set forth in Section 4.01(a) without the written consentof each Lender; provided, however, in the sole discretion ofAgent, only a waiver by Agent shall be required with respect to immaterialmatters or items specified in Section 4.01(a)(iii) or (iv)with respect to which Borrower has given assurances satisfactory to Agent thatsuch items shall be delivered promptly following the Closing Date;

(b)           extendor increase the Commitment of any Lender (or reinstate any Commitmentterminated pursuant to Section 8.02) without the written consent ofsuch Lender;

(c)           postponeany date fixed by this Agreement or any other Loan Document for any payment(excluding mandatory prepayments) of principal, interest, fees or other amountsdue to Lenders (or any of them) hereunder or under any other Loan Documentwithout the written consent of each Lender directly affected thereby;

(d)           reducethe principal of, or the rate of interest specified herein on, any Loan or L/CBorrowing, or (subject to clause (iv) of the second proviso to this Section 11.01)any fees or other amounts payable hereunder 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 benecessary (i) to amend the definition of “Default Rate” or to waive anyobligation of Borrower to pay interest or L/C Fees at the Default Rate or(ii) to amend any financial covenant hereunder (or any defined term usedtherein) even if the effect of such amendment would be to reduce the rate ofinterest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e)           changeSection 2.12 or Section 8.03 in a manner that wouldalter the pro rata sharing of payments required thereby without the writtenconsent of each Lender;

(f)            changeany provision of this Section or the definition of “Required Lenders” or anyother provision hereof specifying the number or percentage of Lenders requiredto amend, waive or otherwise

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modifyany rights hereunder or make any determination or grant any consent hereunder,without the written consent of each Lender; or

(g)           releaseany Guarantor from the Guaranty in any transaction or series of relatedtransactions without the written consent of each Lender;

and, providedfurther,that (i) no amendment, waiver or consent shall, unless in writing andsigned by the L/C Issuer in addition to the Lenders required above, affect therights or duties of the L/C Issuer under this Agreement or any Issuer Documentrelating 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 Agent in addition tothe Lenders required above, affect the rights or duties of Agent under thisAgreement or any other Loan Document; and (iii) the Agent Fee Letter maybe amended, or rights or privileges thereunder waived, in a writing executedonly by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lendershall have any right to approve or disapprove any amendment, waiver or consenthereunder, except that the Commitment of such Lender may not be increased orextended without the consent of such Lender.

**11.02      Notices;Effectiveness; Electronic Communications.**

(a)           NoticesGenerally.  Except in the case ofnotices and other communications expressly permitted to be given by telephone(and except as provided in subsection (b) below), all notices and othercommunications provided for herein shall be in writing and shall be deliveredby hand or overnight courier service, mailed by certified or registered mail orsent by telecopier as follows, and all notices and other communicationsexpressly permitted hereunder to be given by telephone shall be made to theapplicable telephone number, as follows:

(i)            if to Borrower, Parent, Memorial,Agent or the L/C Issuer, to the address, telecopier number, electronic mailaddress or telephone number specified for such Person on Schedule 10.02;

(ii)           if to any other Guarantor, to theaddress, telecopier number, electronic mail address or telephone numberspecified in its Joinder Agreement; and

(iii)          if to any other Lender, to theaddress, telecopier number, electronic mail address or telephone numberspecified in its Administrative Questionnaire.

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

(b)           ElectronicCommunications.  Notices and other communicationsto Lenders and the L/C Issuer hereunder may be delivered or furnished byelectronic communication (including e-mail and Internet or intranet websites)pursuant to procedures approved by Agent, provided that the foregoingshall not apply to notices to any Lender or the L/C Issuer pursuant to Article IIif such Lender or the L/C Issuer, as applicable has notified the Agent that itis incapable of receiving notices under such Article by electroniccommunication.  Agent or Borrower may, inits discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it, providedthat approval of such procedures may be limited to particular notices orcommunications.  Unless Agent otherwiseprescribes, (i) notices and other communications sent to an e-mail addressshall be deemed received upon the sender’s receipt of an acknowledgement fromthe intended recipient (such as by the “return receipt requested” function, asavailable, return e-mail or other written acknowledgement), providedthat if such notice or other communication is not sent during the normalbusiness hours of the recipient, such notice or communication shall be deemedto have been sent at the opening of business on the next business day for therecipient, and (ii) notices or communications posted

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toan Internet or intranet website shall be deemed received upon the deemedreceipt by the intended recipient at its e-mail address as described in theforegoing clause (i) of notification that such notice or communication isavailable and identifying the website address therefor.

(c)           ThePlatform.  THE PLATFORM IS PROVIDED “ASIS” AND “AS AVAILABLE.”  THE AGENTPARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OFBORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIMLIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OROTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWERMATERIALS OR THE PLATFORM.  In no eventshall Agent or any of its Related Parties (collectively, the “Agent Parties”)have any liability to Borrower, any Lender, the L/C Issuer or any other Personfor losses, claims, damages, liabilities or expenses of any kind (whether intort, contract or otherwise) arising out of Borrower’s or Agent’s transmissionof Borrower Materials through the Internet, except to the extent that suchlosses, claims, damages, liabilities or expenses are determined by a court ofcompetent jurisdiction by a final and nonappealable judgment to have resultedfrom the gross negligence or willful misconduct of such Agent Party; provided,however, that in no event shall any Agent Party have any liability toBorrower, any Lender, the L/C Issuer or any other Person for indirect, special,incidental, consequential or punitive damages (as opposed to direct or actualdamages).

(d)           Changeof Address, Etc.  Each of Borrower,Agent and the L/C Issuer may change its address, telecopier or telephone numberfor notices and other communications hereunder by notice to the other partieshereto.  Each other Lender may change itsaddress, telecopier or telephone number for notices and other communicationshereunder by notice to Borrower, Agent and the L/C Issuer.  In addition, each Lender agrees to notifyAgent from time to time to ensure that Agent has on record (i) aneffective address, contact name, telephone number, telecopier number andelectronic mail address to which notices and other communications may be sentand (ii) accurate wire instructions for such Lender.

(e)           Relianceby Agent, L/C Issuer and Lenders. Agent, the L/C Issuer and Lenders shall be entitled to rely and act uponany notices (including telephonic Loan Notices) purportedly given by or onbehalf of Borrower even if (i) such notices were not made in a mannerspecified herein, were incomplete or were not preceded or followed by any otherform of notice specified herein, or (ii) the terms thereof, as understoodby the recipient, varied from any confirmation thereof.  Borrower shall indemnify Agent, the L/CIssuer, each Lender and the Related Parties of each of them from all losses,costs, expenses and liabilities resulting from the reliance by such Person oneach notice purportedly given by or on behalf of Borrower.  All telephonic notices to and othertelephonic communications with Agent may be recorded by Agent, and each of theparties hereto hereby consents to such recording.

**11.03**      **No Waiver; CumulativeRemedies.**  No failure by anyLender, the L/C Issuer or Agent to exercise, and no delay by any such Person inexercising, any right, remedy, power or privilege hereunder shall operate as awaiver thereof; nor shall any single or partial exercise of any right, remedy,power or privilege hereunder preclude any other or further exercise thereof orthe exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privilegesherein provided are cumulative and not exclusive of any rights, remedies,powers and privileges provided by law.

**11.04      Expenses;Indemnity; Damage Waiver.**

(a)           Costsand Expenses.  Borrower shall pay(i) all reasonable out of pocket expenses incurred by Agent and itsAffiliates (including the reasonable fees, charges and disbursements of counselfor Agent), in connection with the syndication of the credit facilitiesprovided for herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or anyamendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated), (ii) all reasonable out of pocket expenses incurred by theL/C Issuer in connection with the issuance, amendment, renewal or extension ofany Letter of Credit or any demand for payment thereunder and (iii) all outof pocket expenses incurred

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byAgent, any Lender or the L/C Issuer (including the fees, charges anddisbursements of any counsel for Agent, any Lender or the L/C Issuer), andshall pay all fees and time charges for attorneys who may be employees ofAgent, any Lender or the L/C Issuer, in connection with the enforcement orprotection of its rights (A) in connection with this Agreement and theother Loan Documents, including its rights under this Section, or (B) inconnection with the Loans made or Letters of Credit issued hereunder, includingall such out of pocket expenses incurred during any workout, restructuring ornegotiations in respect of such Loans or Letters of Credit.

(b)           Indemnificationby Borrower.  Borrower shallindemnify Agent (and any sub-agent thereof), each Lender and the L/C Issuer,and each Related Party of any of the foregoing Persons (each such Person beingcalled an “Indemnitee”) against, and hold each Indemnitee harmless from, anyand all losses, claims, damages, liabilities and related expenses (includingthe fees, charges and disbursements of any counsel for any Indemnitee), andshall indemnify and hold harmless each Indemnitee from all fees and timecharges and disbursements for attorneys who may be employees of any Indemnitee,incurred by any Indemnitee or asserted against any Indemnitee by any thirdparty or by Borrower or any other Loan Party arising out of, in connectionwith, or as a result of (i) the execution or delivery of this Agreement,any other Loan Document or any agreement or instrument contemplated hereby orthereby, the performance by the parties hereto of their respective obligationshereunder or thereunder, or the consummation of the transactions contemplatedhereby or thereby, or, in the case of Agent (and any sub-agent thereof) and itsRelated Parties only, the administration of this Agreement and the other LoanDocuments, (ii) any Loan or Letter of Credit or the use or proposed use ofthe proceeds therefrom (including any refusal by the L/C Issuer to honor ademand for payment under a Letter of Credit if the documents presented inconnection with such demand do not strictly comply with the terms of suchLetter of Credit), (iii) any actual or alleged presence or release ofHazardous Materials on or from any property owned or operated by Borrower orany of its Subsidiaries, or any Environmental Liability related in any way toBorrower or any of its Subsidiaries, or (iv) any actual or prospectiveclaim, litigation, investigation or proceeding relating to any of theforegoing, whether based on contract, tort or any other theory, whether broughtby a third party or by Borrower or any other Loan Party, and regardless ofwhether any Indemnitee is a party thereto, in all cases, whether or not causedby or arising, in whole or in part, out of the comparative, contributory orsole negligence of the Indemnitee; provided that such indemnity shallnot, as to any Indemnitee, be available to the extent that such losses, claims,damages, liabilities or related expenses (x) are determined by a court ofcompetent jurisdiction by final and nonappealable judgment to have resultedfrom the gross negligence or willful misconduct of such Indemnitee or(y) result from a claim brought by Borrower or any other Loan Partyagainst an Indemnitee for breach in bad faith of such Indemnitee’s obligationshereunder or under any other Loan Document, if Borrower or such Loan Party hasobtained a final and nonappealable judgment in its favor on such claim asdetermined by a court of competent jurisdiction.

(c)           Reimbursementby Lenders.  To the extent thatBorrower for any reason fails to indefeasibly pay any amount required undersubsection (a) or (b) of this Section to be paid by it to Agent (or anysub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing,each Lender severally agrees to pay to Agent (or any such sub-agent), the L/CIssuer or such Related Party, as the case may be, such Lender’s ApplicablePercentage (determined as of the time that the applicable unreimbursed expenseor indemnity payment is sought) of such unpaid amount, provided that theunreimbursed expense or indemnified loss, claim, damage, liability or relatedexpense, as the case may be, was incurred by or asserted against Agent (or anysuch sub-agent) or the L/C Issuer in its capacity as such, or against anyRelated Party of any of the foregoing acting for Agent (or any such sub-agent)or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) aresubject to the provisions of Section 2.11(d).

(d)           Waiverof Consequential Damages, Etc.  Tothe fullest extent permitted by applicable law, Borrower shall not assert, andhereby waives, any claim against any Indemnitee, on any theory of liability,for special, indirect, consequential or punitive damages (as opposed to director actual damages) arising out of, in connection with, or as a result of, thisAgreement, any other Loan Document or any agreement or instrument contemplatedhereby, the transactions contemplated hereby or thereby, any Loan or Letter ofCredit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b)

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aboveshall be liable for any damages arising from the use by unintended recipientsof any information or other materials distributed to such unintended recipientsby such Indemnitee through telecommunications, electronic or other informationtransmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby other than fordirect or actual damages resulting from the gross negligence or willfulmisconduct of such Indemnitee as determined by a final and nonappealablejudgment of a court of competent jurisdiction.

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

(f)            LoanDocumentation Expenses. Notwithstanding subsection (a), Agent, the L/C Issuer and each Lenderagree that the maximum amount that the Borrower shall be obligated to pay toAgent in respect of expenses incurred by Agent in connection with thepreparation of the initial Loan Documents is $35,000.

(g)           Survival.  The agreements in this Section shall survivethe resignation of Agent and the L/C Issuer, the replacement of any Lender, thetermination of the Aggregate Commitments and the repayment, satisfaction ordischarge of all the other Obligations.

**11.05      Payments Set Aside.**  To the extent that any payment by or onbehalf of Borrower is made to Agent, the L/C Issuer or any Lender, or Agent,the L/C Issuer  or any Lender exercisesits right of setoff, and such payment or the proceeds of such setoff or anypart thereof is subsequently invalidated, declared to be fraudulent orpreferential, set aside or required (including pursuant to any settlemententered into by Agent, the L/C Issuer  orsuch Lender in its discretion) to be repaid to a trustee, receiver or any otherparty, in connection with any proceeding under any Debtor Relief Law orotherwise, then (a) to the extent of such recovery, the obligation or partthereof originally intended to be satisfied shall be revived and continued infull force and effect as if such payment had not been made or such setoff hadnot occurred, and (b) each Lender and the L/C Issuer severally agrees topay to Agent upon demand its applicable share (without duplication) of anyamount so recovered from or repaid by Agent, plus interest thereon fromthe date of such demand to the date such payment is made at a rate per annumequal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders and the L/CIssuer under clause (b) of the preceding sentence shall survive thepayment in full of the Obligations and the termination of this Agreement.

**11.06      Successorsand Assigns.**

(a)           Successorsand Assigns Generally.  The provisionsof this Agreement shall be binding upon and inure to the benefit of the partieshereto and their respective successors and assigns permitted hereby, exceptthat neither Borrower nor any other Loan Party may assign or otherwise transferany of its rights or obligations hereunder without the prior written consent ofAgent, the L/C Issuer and each Lender and no Lender may assign or otherwisetransfer any of its rights or obligations hereunder except (i) to anassignee in accordance with the provisions of subsection (b) of thisSection, (ii) by way of participation in accordance with the provisions ofsubsection (d) of this Section, or (iii) by way of pledge orassignment of a security interest subject to the restrictions of subsection (f)  of this Section (and any other attemptedassignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed orimplied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby, Participantsto the extent provided in subsection (d) of this Section and, to theextent expressly contemplated hereby, the Related Parties of each of Agent, theL/C Issuer and the Lenders) any legal or equitable right, remedy or claim underor by reason of this Agreement.

(b)           Assignmentsby Lenders.  Any Lender may at anytime assign to one or more assignees all or a portion of its rights andobligations under this Agreement (including all or a portion of its Commitmentand the Loans (including for purposes of this subsection (b),participations in L/C Obligations) at the time owing to it); providedthat 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 entireremaining amount of the assigning Lender’s Commitment and the Loans at the timeowing to it or in the case of an assignment to a Lender or an Affiliate of aLender no minimum amount need be assigned; and

(B)           in any case not described insubsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includesLoans outstanding thereunder) or, if the Commitment is not then in effect, theprincipal outstanding balance of the Loans of the assigning Lender subject to eachsuch assignment, determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to Agent or, if “Trade Date” isspecified in the Assignment and Assumption, as of the Trade Date, shall not beless than $5,000,000 unless each of Agent and, so long as no Event of Defaulthas occurred and is continuing, Borrower otherwise consents (each such consentnot to be unreasonably withheld or delayed); provided, however,that concurrent assignments to members of an Assignee Group and concurrentassignments from members of an Assignee Group to a single assignee (or to anassignee and members of its Assignee Group) will be treated as a singleassignment for purposes of determining whether such minimum amount has beenmet;

(ii)           Proportionate Amounts.  Each partial assignment shall be made as anassignment of a proportionate part of all the assigning Lender’s rights andobligations under this Agreement with respect to the Loans or the Commitmentassigned;

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

(A)          the consent of Borrower (such consentnot to be unreasonably withheld or delayed) shall be required unless(1) an Event of Default has occurred and is continuing at the time of suchassignment or (2) such assignment is to a Lender or an Affiliate of aLender;

(B)           the consent of Agent (such consentnot to be unreasonably withheld or delayed) shall be required if such assignmentis to a Person that is not a Lender or an Affiliate of such Lender with respectto such Lender; and

(C)           the consent of the L/C Issuer (suchconsent not to be unreasonably withheld or delayed) shall be required for anyassignment that increases the obligation of the assignee to participate inexposure under one or more Letters of Credit (whether or not then outstanding).

(iv)          Assignment and Assumption.  The parties to each assignment shall executeand deliver to Agent an Assignment and Assumption, together with a processingand recordation fee in the amount, if any, required as set forth in Schedule 10.06;provided, however, that the Agent may, in its sole discretion,elect to waive such processing and recordation fee in the case of anyassignment. The assignee, if it is not a Lender, shall deliver to Agent anAdministrative Questionnaire.

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

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

Subject to acceptance andrecording thereof by Agent pursuant to subsection (c) of this Section,from and after the effective date specified in each Assignment and Assumption,the assignee thereunder shall be a

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party to this Agreementand, to the extent of the interest assigned by such Assignment and Assumption,have the rights and obligations of a Lender under this Agreement, and theassigning Lender thereunder shall, to the extent of the interest assigned bysuch Assignment and Assumption, be released from its obligations under thisAgreement (and, in the case of an Assignment and Assumption covering all of theassigning Lender’s rights and obligations under this Agreement, such Lendershall cease to be a party hereto) but shall continue to be entitled to thebenefits of Sections 3.01, 3.04, 3.05, and 11.04with respect to facts and circumstances occurring prior to the effective dateof such assignment.  Upon request,Borrower (at its expense) shall execute and deliver a Note to the assigneeLender.  Any assignment or transfer by aLender of rights or obligations under this Agreement that does not comply withthis subsection shall be treated for purposes of this Agreement as a sale bysuch Lender of a participation in such rights and obligations in accordancewith subsection (d) of this Section.

(c)           Register.  Agent, acting solely for this purpose as anagent of Borrower, shall maintain at Administrative Agent’s Office a copy ofeach Assignment and Assumption delivered to it and a register for therecordation of the names and addresses of the Lenders, and the Commitments of,and principal amounts of the Loans and L/C Obligations owing to, each Lenderpursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall beconclusive, and Borrower, Agent and the Lenders may treat each Person whosename is recorded in the Register pursuant to the terms hereof as a Lenderhereunder for all purposes of this Agreement, notwithstanding notice to thecontrary.  The Register shall beavailable for inspection by Borrower and any Lender, at any reasonable time andfrom time to time upon reasonable prior notice.

(d)           Participations.  Any Lender may at any time, without theconsent of, or notice to, Borrower or Agent, sell participations to any Person(other than a natural person or Borrower or any of Borrower’s Affiliates orSubsidiaries) (each, a “Participant”) in all or a portion of such Lender’srights and/or obligations under this Agreement (including all or a portion ofits Commitment and/or the Loans (including such Lender’s participations in L/CObligations) owing to it); provided that (i) such Lender’sobligations under this Agreement shall remain unchanged, (ii) such Lendershall remain solely responsible to the other parties hereto for the performanceof such obligations and (iii) Borrower, Agent, the L/C Issuer and theLenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to whicha Lender sells such a participation shall provide that such Lender shall retainthe sole right to enforce this Agreement and to approve any amendment,modification or waiver of any  provisionof this Agreement; provided that such agreement or instrument mayprovide that such Lender will not, without the consent of the Participant,agree to any amendment, waiver or other modification described in the firstproviso to Section 11.01 that affects such Participant.  Subject to subsection (e) of thisSection, Borrower agrees that each Participant shall be entitled to thebenefits of Sections 3.01, 3.04 and 3.05 to the sameextent as if it were a Lender and had acquired its interest by assignmentpursuant to subsection (b) of this Section.  To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 11.08as though it were a Lender, provided such Participant agrees to be subject to Section 2.12as though it were a Lender.

(e)           LimitationsUpon Participant Rights.  AParticipant shall not be entitled to receive any greater payment under Section 3.01or 3.04 than the applicable Lender would have been entitled to receivewith respect to the participation sold to such Participant, unless the sale ofthe participation to such Participant is made with Borrower’s prior writtenconsent.

(f)            CertainPledges.  Any Lender may at any timepledge or assign a security interest in all or any portion of its rights under thisAgreement (including under its Note, if any) to secure obligations of suchLender, including any pledge or assignment to secure obligations to a FederalReserve Bank; provided that no such pledge or assignment shall releasesuch Lender from any of its obligations hereunder or substitute any suchpledgee or assignee for such Lender as a party hereto.

(g)           ElectronicExecution of Assignments.  The words “execution,”“signed,” “signature,” and words of like import in any Assignment andAssumption shall be deemed to include electronic signatures or the keeping ofrecords 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 apaper-based recordkeeping system, as

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thecase may be, to the extent and as provided for in any applicable law, includingthe Federal Electronic Signatures in Global and National Commerce Act, the NewYork State Electronic Signatures and Records Act, or any other similar statelaws based on the Uniform Electronic Transactions Act.

(h)           DeemedConsent of Borrower.  If the consentof Borrower to an assignment to an Eligible Assignee is required hereunder(including a consent to an assignment which does not meet the minimumassignment threshold specified in Section 11.06(b)(i)(B)), Borrowershall be deemed to have given its consent five Business Days after the datenotice thereof has been delivered to Borrower by the assigning Lender (throughAgent) unless such consent is expressly refused by Borrower prior to such fifthBusiness Day.

(i)            Resignationas L/C Issuer.  Notwithstandinganything to the contrary contained herein, if at any time Bank of Americaassigns all of its Commitment and Loans pursuant to subsection (b) above,Bank of America may, upon 30 days’ notice to Borrower and the Lenders, resignas L/C Issuer.  In the event of any suchresignation as L/C Issuer, Borrower shall be entitled to appoint from amongLenders a successor L/C Issuer hereunder; provided, however, thatno failure by Borrower to appoint any such successor shall affect theresignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all therights, powers, privileges and duties of the L/C Issuer hereunder with respectto all Letters of Credit outstanding as of the effective date of itsresignation as L/C Issuer and all L/C Obligations with respect thereto(including the right to require the Lenders to make Base Rate Loans or fundrisk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  Upon the appointment of a successor L/CIssuer, (a) such successor shall succeed to and become vested with all ofthe rights, powers, privileges and duties of the retiring L/C Issuer, and(b) the successor L/C Issuer shall issue letters of credit in substitutionfor the Letters of Credit, if any, outstanding at the time of such successionor make other arrangements satisfactory to Bank of America to effectivelyassume the obligations of Bank of America with respect to such Letters of Credit.

**11.07      Treatment of Certain Information; Confidentiality.**  Each of Agent, Lenders and the L/C Issueragrees to maintain the confidentiality of the Information (as defined below),except that Information may be disclosed (a) to its Affiliates and to itsand its Affiliates’ respective partners, directors, officers, employees,agents, advisors and representatives (it being understood that the Persons towhom such disclosure is made will be informed of the confidential nature ofsuch Information and instructed to keep such Information confidential),(b) to the extent requested by any regulatory authority, purporting tohave jurisdiction over it  (including anyself-regulatory authority, such as the National Association of InsuranceCommissioners), (c) to the extent required by applicable laws orregulations or by any subpoena or similar legal process, (d) to any otherparty hereto, (e) in connection with the exercise of any remedieshereunder or under any other Loan Document or any action or proceeding relatingto this Agreement or any other Loan Document or the enforcement of rightshereunder or thereunder, (f) subject to an agreement containing provisionssubstantially the same as those of this Section, to (i) any assignee of orParticipant in, or any prospective assignee of or Participant in, any of itsrights or obligations under this Agreement or (ii) any actual orprospective counterparty (or its advisors) to any swap or derivativetransaction relating to Borrower and its obligations, (g) with the consentof Borrower or (h) to the extent such Information (x) becomespublicly available other than as a result of a breach of this Section or(y) becomes available to Agent, any Lender, the L/C Issuer or any of theirrespective Affiliates on a nonconfidential basis from a source other thanBorrower.  For purposes of this Section, “Information”means all information received from Borrower or any Subsidiary relating toBorrower or any Subsidiary or any of their respective businesses, other thanany such information that is available to Agent, any Lender or the L/C Issueron a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, providedthat, in the case of information received from Borrower or any Subsidiary afterthe date hereof, such information is clearly identified at the time of deliveryas confidential.  Any Person required tomaintain the confidentiality of Information as provided in this Section shallbe considered to have complied with its obligation to do so if such Person hasexercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidentialinformation.    Each of Agent, theLenders and the L/C Issuer acknowledges that (a) the Information mayinclude material non-public information concerning Borrower or a Subsidiary, asthe case may be, (b) it has developed compliance

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procedures regarding theuse of material non-public information and (c) it will handle suchmaterial non-public information in accordance with applicable Law, includingFederal and state securities Laws.

**11.08      Right of Setoff.**  If an Event of Default shall have occurredand be continuing, each Lender, the L/C Issuer and each of their respectiveAffiliates is hereby authorized at any time and from time to time, to thefullest extent permitted by applicable law, to set off and apply any and alldeposits (general or special, time or demand, provisional or final, in whatevercurrency) at any time held and other obligations (in whatever currency) at anytime owing by such Lender, the L/C Issuer or any such Affiliate to or for thecredit or the account of Borrower or any other Loan Party against any and allof the obligations of Borrower or such Loan Party now or hereafter existingunder this Agreement or any other Loan Document to such Lender or the L/CIssuer or any such Affiliate, irrespective of whether or not such Lender or theL/C Issuer shall have made any demand under this Agreement or any other LoanDocument and although such obligations of Borrower or such Loan Party may becontingent or unmatured or are owed to a branch or office of such Lender or theL/C Issuer different from the branch or office holding such deposit orobligated on such indebtedness.  Therights of each Lender, the L/C Issuer and their respective Affiliates underthis Section are in addition to other rights and remedies (including otherrights of setoff) that such Lender, the L/C Issuer or their respectiveAffiliates may have.  Each Lender and theL/C Issuer agrees to notify Borrower and Agent promptly after any such setoffand application, provided that the failure to give such notice shall notaffect the validity of such setoff and application.

**11.09      Interest Rate Limitation.**  Notwithstanding anything to the contrarycontained in any Loan Document, the interest paid or agreed to be paid underthe Loan Documents shall not exceed the maximum rate of non-usurious interestpermitted by applicable Law (the “Maximum Rate”).  If Agent or any Lender shall receive interestin an amount that exceeds the Maximum Rate, the excess interest shall beapplied to the principal of the Loans or, if it exceeds such unpaid principal,refunded to Borrower.  In determiningwhether the interest contracted for, charged, or received by Agent or a Lenderexceeds the Maximum Rate, such Person may, to the extent permitted byapplicable Law, (a) characterize any payment that is not principal as anexpense, fee, or premium rather than interest, (b) exclude voluntaryprepayments and the effects thereof, and (c) amortize, prorate, allocate,and spread in equal or unequal parts the total amount of interest throughoutthe contemplated term of the Obligations hereunder.

**11.10      Counterparts; Integration; Effectiveness.**  This Agreement may be executed incounterparts (and by different parties hereto in different counterparts), eachof which shall constitute an original, but all of which when taken togethershall constitute a single contract.  ThisAgreement and the other Loan Documents constitute the entire contract among theparties relating to the subject matter hereof and supersede any and allprevious agreements and understandings, oral or written, relating to thesubject matter hereof.  Except asprovided in Section 4.01, this Agreement shall become effectivewhen it shall have been executed by Agent and when Agent shall have receivedcounterparts hereof that, when taken together, bear the signatures of each ofthe other parties hereto.  Delivery of anexecuted counterpart of a signature page of this Agreement by telecopy shall beeffective as delivery of a manually executed counterpart of this Agreement.

**11.11      Survival of Representations and Warranties.**  All representations and warranties madehereunder and in any other Loan Document or other document delivered pursuanthereto or thereto or in connection herewith or therewith shall survive theexecution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon byAgent and each Lender, regardless of any investigation made by Agent or anyLender or on their behalf and notwithstanding that Agent or any Lender may havehad notice or knowledge of any Default at the time of any Credit Extension, andshall continue in full force and effect as long as any Loan or any otherObligation hereunder shall remain unpaid or unsatisfied or any Letter of Creditshall remain outstanding.

**11.12      Severability.** If any provision of this Agreement or the other Loan Documents is heldto be illegal, invalid or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Agreement and the other LoanDocuments shall not be affected or impaired thereby and (b) the partiesshall endeavor in good faith negotiations to replace the illegal, invalid orunenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid

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or unenforceableprovisions.  The invalidity of aprovision in a particular jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

**11.13      GoverningLaw; Jurisdiction; Etc.**

(a)           GOVERNINGLAW.  THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF IDAHO.

(b)           SUBMISSIONTO JURISDICTION.  BORROWER AND EACHOTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITSPROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF IDAHOSITTING IN ADA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICTOF IDAHO, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FORRECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETOIRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCHACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH IDAHO STATE COURT OR,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINALJUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNERPROVIDED BY LAW.  NOTHING IN THISAGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANYLENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDINGRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANYOTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)           WAIVEROF VENUE.  BORROWER AND EACH OTHERLOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TOTHE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH(B) OF THIS SECTION.  EACH OF THE PARTIESHERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.

(d)           SERVICEOF PROCESS.  EACH PARTY HERETOIRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICESIN SECTION 11.02.  NOTHING INTHIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS INANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

**11.14      Arbitration.**

(a)           ThisSection concerns the resolution of any controversies or claims between theparties, whether arising in contract, tort or by statute, including but notlimited to controversies or claims that arise out of or relate to thisAgreement or any other Loan Document (collectively a “Claim”).  For the purposes of this Section only, theterm “parties” shall include any parent corporation, subsidiary or affiliate ofBank of America involved in the servicing, management or administration of anyObligation.

(b)           Atthe request of any party to this Agreement, any Claim shall be resolved bybinding arbitration in accordance with the Federal Arbitration Act (Title 9,U.S. Code) (the “Act”).  The Actwill apply even though this Agreement provides that it is to be governed by,and construed in accordance with, the Laws of the State of Idaho.  The arbitration will take place on anindividual basis without resort to any form of class action.

(c)           Arbitrationproceedings will be determined in accordance with the Act, the then-currentrules and procedures for the arbitration of financial services disputes of theAmerican Arbitration Association or any successor thereof (“AAA”), andthe terms of this Section.  In the eventof any

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inconsistency,the terms of this Section shall control. If AAA is unwilling or unable to (i) serve as the provider ofarbitration or (ii) enforce any provision of this Section, Agent maydesignate another arbitration organization with similar procedures to serve asthe provider of arbitration.

(d)           Thearbitration shall be administered by AAA and conducted, unless otherwiserequired by applicable Laws, in any U.S. state where real or tangible personalproperty collateral is located or if there is no such collateral, in the stateof Idaho.  All Claims shall be determinedby one arbitrator; however, if Claims exceed $5,000,000, upon the request ofany party, the Claims shall be decided by three arbitrators.  All arbitration hearings shall commence withinninety (90) days of the demand for arbitration and close within ninety (90)days of commencement and the award of the arbitrator(s) shall be issued withinthirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend thecommencement of the hearing for up to an additional sixty (60) days.  The arbitrator(s) shall provide a concisewritten statement of reasons for the award. The arbitration award may be submitted to any court having jurisdictionto be confirmed, judgment entered and enforced.

(e)           Thearbitrator(s) will give effect to statutes of limitation in determining anyClaim and may dismiss the arbitration on the basis that the Claim isbarred.  For purposes of the applicationof the statute of limitations, the service on AAA under applicable AAA rules ofa notice of Claim is the equivalent of the filing of a lawsuit.  Any dispute concerning this arbitrationprovision or whether a Claim is arbitrable shall be determined by thearbitrator(s).  The arbitrator(s) shallhave the power to award legal fees pursuant to the terms of this agreement.

(f)            ThisSection does not limit the right of any party to: (i) exercise self-helpremedies, such as but not limited to, setoff; (ii) initiate judicial ornon-judicial foreclosure against any real or personal property collateral;(iii) exercise any judicial or power of sale rights, or (iv) act in acourt of law to obtain an interim remedy, such as but not limited to,injunctive relief, writ of possession or appointment of a receiver, oradditional or supplementary remedies.

(g)           Thefiling of a court action is not intended to constitute a waiver of the right ofany party, including the suing party, thereafter to require submittal of theClaim to arbitration.

**11.15      Waiver of Jury Trial.**  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY).  EACH PARTY HERETO(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHERPERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TOENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

**11.16      No Advisory or Fiduciary Responsibility.**  In connection with all aspects of eachtransaction contemplated hereby, Borrower and each other Loan Partyacknowledges and agrees, and acknowledges its Affiliates’ understanding, that:(i) the credit facilities provided for hereunder and any related arrangingor other services in connection therewith (including in connection with anyamendment, waiver or other modification hereof or of any other Loan Document)are an arm’s-length commercial transaction between Borrower, each other LoanParty and their respective Affiliates, on the one hand, and Agent, on the otherhand, and Borrower and each other Loan Party is capable of evaluating andunderstanding and understands and accepts the terms, risks and conditions ofthe transactions contemplated hereby and by the other Loan Documents (includingany amendment, waiver or other modification hereof or thereof); (ii) inconnection with the process leading to such transaction, Agent is and has beenacting solely as a principal and is not the financial advisor, agent orfiduciary, for Borrower, any other Loan Party or any of their respectiveAffiliates, stockholders, creditors or employees or any other Person;(iii) Agent has not assumed and will not assume an advisory, agency orfiduciary responsibility in favor of Borrower or any other Loan Party with respectto any of the transactions

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contemplated hereby orthe process leading thereto, including with respect to any amendment, waiver orother modification hereof or of any other Loan Document (irrespective ofwhether Agent has advised or is currently advising Borrower, any other LoanParty or any of their respective Affiliates on other matters) and Agent has noobligation to Borrower, any other Loan Party or any of their respectiveAffiliates with respect to the transactions contemplated hereby except thoseobligations expressly set forth herein and in the other Loan Documents;(iv) Agent and its Affiliates may be engaged in a broad range oftransactions that involve interests that differ from those of Borrower, theother Loan Parties and their respective Affiliates, and Agent has no obligationto disclose any of such interests by virtue of any advisory, agency orfiduciary relationship; and (v) Agent has not provided and will notprovide any legal, accounting, regulatory or tax advice with respect to any ofthe transactions contemplated hereby (including any amendment, waiver or othermodification hereof or of any other Loan Document) and each of Borrower and theother Loan Parties has consulted its own legal, accounting, regulatory and taxadvisors to the extent it has deemed appropriate.  Each of Borrower and the other Loan Partieshereby waives and releases, to the fullest extent permitted by law, any claimsthat it may have against Agent with respect to any breach or alleged breach ofagency or fiduciary duty.

**11.17**      **Time of the Essence.**  Time is of the essence of the Loan Documents.

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

*IN WITNESS WHEREOF*,the parties hereto have caused this Agreement to be duly executed as of thedate first above written.
|   | **MWI VETERINARY SUPPLY CO.**    |                   |
|--------|----------------------------------|------------------------|
|   | ** **                       |                   |
|   | ** **                       |                   |
|   | By:                              | /s/ Mary Pat  Thompson |   |
|   | Name:                            | Mary Pat  Thompson     |   |
|   | Title:                           | Sr. VP & CFO       |   |
|   | ** **                       |                   |
|   | **MWI  VETERINARY SUPPLY, INC.** |                   |
|   | ** **                       |                   |
|   | ** **                       |                   |
|   | By:                              | /s/ Mary Pat  Thompson |   |
|   | Name:                            | Mary Pat Thompson      |   |
|   | Title:                           | Sr. VP & CFO       |   |
|   |                             |                   |
|   | **MEMORIAL  PET CARE, INC.**     |                   |
|   | ** **                       |                   |
|   | ** **                       |                   |
|   | By:                              | /s/ Mary Pat  Thompson |   |
|   | Name:                            | Mary Pat  Thompson     |   |
|   | Title:                           | Sr. VP & CFO       |   |
|        |                                  |                        |  |  |  |  |  |  |  |  |  |

 

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** **
|        | **BANK OF  AMERICA, N.A.**, as Agent                   |                                      |
|--------|--------------------------------------------------------|-------------------------------------------|
|   | ** **                                             |                                      |
|   | ** **                                             |                                      |
|   | By:                                                    | /s/ Dora A.  Brown                        |   |
|   | Name:                                                  | Dora A. Brown                             |   |
|   | Title:                                                 | Vice President                            |   |
|   | ** **                                             |                                      |
|   | **BANK OF  AMERICA, N.A.**, as a Lender and L/C Issuer |                                      |
|   | ** **                                             |                                      |
|   | ** **                                             |                                      |
|   | By:                                                    | /s/ Brad Ruland                           |   |
|   | Name:                                                  | Brad Ruland                               |   |
|   | Title:                                                 | Senior Vice  President                    |   |
|   |                                                   |                                      |
|   | **WELLS  FARGO BANK, N.A.**, as a Lender               |                                      |
|   | ** **                                             |                                      |
|   | ** **                                             |                                      |
|   | By:                                                    | /s/ Linda K.  Armstrong                   |   |
|   | Name:                                                  | Linda K.  Armstrong                       |   |
|   | Title:                                                 | V.P. and  Commercial Relationship Manager |   |
|        |                                                        |                                           |  |  |  |  |  |  |  |  |

 

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