ds8k_assetsale.htm


     

     

    Exhibit 10.2

    
       

       

       

      
        
          	
                   

                   

                   

                  ASSET
      SALE FACILITY AGREEMENT

                   

                   

                  dated
      as of

                   

                   

                  May
      6, 2009

                   

                   

                  among

                   

                   

                  MERCK
      & CO., INC.,

                   

                  The
      GUARANTORS and LENDERS
      party thereto

                   

                  and

                   

                  JPMORGAN
      CHASE BANK, N.A.,

                  as
      Administrative Agent

                   

                  ___________________________

                   

                  J.P.
      MORGAN SECURITIES INC.,

                  Sole
      Bookrunner and Sole Lead Arranger

                   

                  and

                   

                  BANCO
      SANTANDER, S.A. NEW YORK BRANCH, BANK OF AMERICA SECURITIES LLC, BNP
      PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC., CREDIT
      SUISSE SECURITIES (USA) LLC, HSBC BANK USA, NATIONAL
      ASSOCIATION, THE ROYAL BANK OF SCOTLAND PLC, AND UBS SECURITIES
      LLC,

                  Co-Arrangers

                   

                


        

      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE
OF CONTENTS

         

        
                                                                                                           Page

        

         

        ARTICLE
1

        Definitions

         

        
          	
                  Section
      1.01.  Defined Terms

                	
                  1

                
	
                  Section
      1.02.  Types of Borrowings

                	
                  20

                
	
                  Section
      1.03.  Terms Generally

                	
                  20

                
	
                  Section
      1.04.  Accounting Terms; GAAP

                	
                  20

                


        

         

        ARTICLE
2

        The
Credits

         

        
          	
                  Section
      2.01.  Commitments

                	
                  21

                
	
                  Section
      2.02.  Loans and Borrowings

                	
                  21

                
	
                  Section
      2.03.  Requests for Borrowings

                	
                  21

                
	
                  Section
      2.04.  Funding of Borrowings

                	
                  22

                
	
                  Section
      2.05.  Interest Elections

                	
                  22

                
	
                  Section
      2.06.  Termination; Optional Reduction of Commitments;
      Notice

                	
                  23

                
	
                  Section
      2.07.  Repayment of Loans; Evidence of Debt

                	
                  24

                
	
                  Section
      2.08.  Optional Prepayment of Loans; Prepayment
      Notices

                	
                  24

                
	
                  Section
      2.09.  Fees

                	
                  25

                
	
                  Section
      2.10.  Interest

                	
                  25

                
	
                  Section
      2.11.  Alternate Rate of Interest

                	
                  26

                
	
                  Section
      2.12.  Increased Costs

                	
                  26

                
	
                  Section
      2.13.  Break Funding Payments

                	
                  27

                
	
                  Section
      2.14.  Taxes

                	
                  27

                
	
                  Section
      2.15.  Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs

                	
                  29

                
	
                  Section
      2.16.  Mitigation Obligations; Replacement of
      Lenders

                	
                  30

                
	
                  Section
      2.17.  Defaulting Lender

                	
                  31

                
	
                  Section
      2.18.  Borrower Designation

                	
                  31

                
	
                  Section
      2.19.  Mandatory Prepayments and Commitment
      Reductions

                	
                  32

                


        

         

        ARTICLE
3

        Representations
and Warranties

         

        
          	
                  Section
      3.01.  Organization; Corporate Power and
    Authority

                	
                  33

                
	
                  Section
      3.02.  Due Authorization and Enforceability

                	
                  33

                
	
                  Section
      3.03.  No Conflict

                	
                  33

                
	
                  Section
      3.04.  Governmental Approvals

                	
                  33

                
	
                  Section
      3.05.  Financial Statements

                	
                  33

                
	
                  Section
      3.06.  No Event of Default

                	
                  34

                
	
                  Section
      3.07.  Ownership of Patents and other Intellectual
      Property

                	
                  34

                
	
                  Section
      3.08.  Litigation

                	
                  34

                
	
                  Section
      3.09.  Compliance with Laws

                	
                  34

                
	
                  Section
      3.10.  Investment Company Act

                	
                  34

                
	
                  Section
      3.11.  Margin Regulations

                	
                  34

                
	
                  Section
      3.12.  Payment of Taxes

                	
                  34

                
	
                  Section
      3.13.  ERISA Events

                	
                  35

                
	
                  Section
      3.14.  Use of Proceeds

                	
                  35

                


        

         

        ARTICLE
4

        Conditions

         

        
          	
                  Section
      4.01.  Availability Date

                	
                  35

                
	
                  Section
      4.02.  Each Borrowing Event

                	
                  36

                


        

         

        ARTICLE
5

        Affirmative
Covenants

         

        
          	
                  Section
      5.01.  Financial Statements

                	
                  37

                
	
                  Section
      5.02.  Notices of Material Events

                	
                  38

                
	
                  Section
      5.03.  Existence and Conduct of Business

                	
                  38

                
	
                  Section
      5.04.  Payment of Tax Liabilities

                	
                  38

                
	
                  Section
      5.05.  Maintenance of Properties; Maintenance of
      Insurance

                	
                  39

                
	
                  Section
      5.06.  Maintenance of Books and Records

                	
                  39

                
	
                  Section
      5.07.  Visitation Rights

                	
                  39

                
	
                  Section
      5.08.  Compliance with Laws

                	
                  39

                
	
                  Section
      5.09.  Additional Guarantors

                	
                  39

                
	
                  Section
      5.10. Maintenance of Ratings

                	
                  39

                


        

         

        ARTICLE
6

        Negative
Covenants

         

        
          	
                  Section
      6.01.  Liens

                	
                  40

                
	
                  Section
      6.02.  Mergers and Other Fundamental Changes

                	
                  41

                
	
                  Section
      6.03.  Total Debt to Capitalization Ratio

                	
                  41

                


        

         

        ARTICLE
7

        Events
of Default

         

        
          	
                  Section
      7.01.  Events of Default

                	
                  41

                


        

         

        ARTICLE
8

        The
Administrative Agent

         

         

        ARTICLE
9

        Miscellaneous

         

        
          	
                  Section
      9.01.  Notices

                	
                  44

                
	
                  Section
      9.02.  Waivers; Amendments

                	
                  45

                
	
                  Section
      9.03.  Expenses; Indemnity; Damage Waiver

                	
                  46

                
	
                  Section
      9.04.  Successors and Assigns

                	
                  47

                
	
                  Section
      9.05.  Survival

                	
                  50

                
	
                  Section
      9.06.  Counterparts; Integration; Effectiveness

                	
                  50

                
	
                  Section
      9.07.  Severability

                	
                  50

                
	
                  Section
      9.08.  Right of Set-off

                	
                  50

                
	
                  Section
      9.09.  Governing Law; Jurisdiction; Consent to Service of
      Process

                	
                  50

                
	
                  Section
      9.10.  WAIVER OF JURY TRIAL

                	
                  51

                
	
                  Section
      9.11.  Headings

                	
                  51

                
	
                  Section
      9.12.  Confidentiality

                	
                  51

                
	
                  Section
      9.13.  USA PATRIOT Act

                	
                  52

                


        

         

        ARTICLE
10

        Affiliate
Guarantees

         

        
          	
                  Section
      10.01.  Affiliate Guarantees

                	
                  52

                
	
                  Section
      10.02.  Affiliate Guarantees Unconditional

                	
                  52

                
	
                  Section
      10.03.  Limitation on Obligations of Subsidiary
      Guarantor

                	
                  53

                
	
                  Section
      10.04.  Release of Affiliate Guarantees

                	
                  53

                
	
                  Section
      10.05.  Waiver by Guarantors

                	
                  54

                
	
                  Section
      10.06.  Subrogation.

                	
                  54

                
	
                  Section
      10.07.  Stay of Acceleration

                	
                  54

                
	
                  Section
      10.08.  Continuing Guarantee

                	
                  54

                
	
                  Section
      10.09.  Addition of Guarantors

                	
                  54

                


        

        


        SCHEDULES:

        


        Schedule
1.01 – Permitted Existing Indebtedness

        Schedule
2.01 -- Commitments

        Schedule
6.01 -- Existing Liens

        


        EXHIBITS:

        


        Exhibit
A – Form of Assignment and Assumption

        Exhibit B
– Form of Guarantor Joinder Agreement

        Exhibit C
– Form of Borrowing Request

        Exhibit D
– Form of Interest Election Request

        Exhibit E
– Form of Section 2.14(e) Certificate

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

       

      
        ASSET
SALE FACILITY AGREEMENT dated as of May 6, 2009 (this “Agreement”), among MERCK &
CO., INC., a company organized under the laws of the state of New Jersey (the
“Company”), the
GUARANTORS and LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.

         

        W
I T N E S S E T H :

         

        The
Company has agreed to combine with (the “Merger”) SCHERING−PLOUGH
CORPORATION (to be renamed Merck & Co., Inc. upon consummation of the
Merger) (the “Parent”)
pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated March
8, 2009 (the “Signing
Date”).  In connection therewith: (a) pursuant to the Merger
Agreement, (i) a wholly-owned Subsidiary of the Parent will merge into the
Parent and another wholly-owned Subsidiary of the Parent will merge into the
Company so that the Company, as the surviving entity, will be a direct
wholly-owned Subsidiary of the Parent, (ii) each share of common stock of the
Parent will be converted into the right to receive cash and new common stock of
the Parent and (iii) each share of common stock of the Company will be converted
into one share of common stock of the Parent; (b) the Company has entered into
the Amendment No. 1 (the “Amendment”) to the amended and
restated credit agreement dated as of April 12, 2006 (the “Existing Credit Agreement”,
and the Existing Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”)
among the Company, the lenders party thereto and Citicorp USA, Inc., as
administrative agent; (c) the Company or the Parent will enter into a new
$1,000,000,000 senior unsecured revolving credit facility dated as of the date
hereof (the “Incremental
Facility”); (d) the Company or the Parent will obtain $3,000,000,000 in
cash proceeds (before fees and original issue or market discount) from either
(i) the issuance of senior unsecured notes (the “Senior Notes”) in a public
offering or Rule 144A private placement or (ii) if the Company or the Parent, as
the case may be, is unable to issue the full amount of the Senior Notes on or
prior to the date (the “Closing
Date”) on which the Merger is consummated, a senior unsecured bridge term
loan facility dated as of the date hereof (the “Bridge Loan Facility”); and
(e) the Company or the Parent will enter into the new $3,000,000,000 senior
unsecured asset sale bridge revolving credit facility under this
Agreement.  This Agreement, the Bridge Loan Facility and the
Incremental Facility are sometimes herein referred to as the “New Credit Facilities.” The
New Credit Facilities together with the Amended Credit Agreement are sometimes
herein referred to as the “Credit
Facilities.”

         

        The
parties hereto agree as follows:

         

         

        ARTICLE
1

        Definitions

         

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

         

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

         

         “Adjusted LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory
Reserve Rate.

         

        “Administrative Agent” means
JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

         

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

         

        “Affiliate” means, as to any
Person, any other Person that, directly or indirectly, Controls, is Controlled
by, or is under common Control with, such Person.

         

        “Affiliate Guarantee” means,
with respect to each Guarantor, its guarantee of the Guaranteed Obligations
under Article 10 hereof or under Section 1 of a Guarantor Joinder
Agreement.

         

        “Alternate Base Rate” means,
for any day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such day
plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on
such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%; provided that, for the
avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on the Reuters BBA LIBOR Rates Page LIBOR01 (or on any successor
or substitute page of such page) at approximately 11:00 a.m. London time on such
day.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.

         

        “Amended Credit Agreement” has
the meaning assigned to such term in the preamble to this
Agreement.

         

        “Animal Health Disposition”
means the Disposition of all or any substantial part of the animal health
business of the Credit Group to any Person other than a Wholly Owned
Subsidiary.

         

        “Applicable Facility Fee Rate”
means for any Rating Level Period, the rate per annum set forth below opposite
the reference to such Rating Level Period:

         

        
          
            	
                    Rating Level Period

                  	
                    Applicable Facility Fee Rate

                     

                  
	
                    Rating
      Level 1 Period

                  	
                    0.250%

                     

                  
	
                    Rating
      Level  2 Period

                  	
                    0.300%

                     

                  
	
                    Rating
      Level 3 Period

                  	
                    0.375%

                     

                  
	
                    Rating
      Level 4 Period

                  	
                    0.500%

                     

                  
	
                    Rating
      Level 5 Period

                  	
                    0.500%

                  


          

        

        


         

        “Applicable Lending Office”
means, with respect to each Lender, such Lender’s Domestic Lending Office in the
case of ABR Borrowings and such Lender’s Eurodollar Lending Office in the case
of Eurodollar Borrowings.

         

        “Applicable Margin” means as of
any date of determination during any period set forth below, the percentage per
annum set forth below for the applicable Type of Loan at the applicable time
given the Rating Level Period in effect at the time.

         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Rating
      Level

                                  Period

                                	
                                   

                                  Level
      1

                                	
                                   

                                  Level
      2

                                	
                                   

                                  Level
      3

                                	
                                   

                                  Level
      4

                                	
                                   

                                  Level
      5

                                
	
                                  Type

                                  of
      Loan

                                	
                                  Eurodollar

                                	
                                  ABR

                                	
                                  Eurodollar

                                	
                                  ABR

                                	
                                  Eurodollar

                                	
                                  ABR

                                	
                                  Eurodollar

                                	
                                  ABR

                                	
                                  Eurodollar

                                	
                                  ABR

                                
	
                                  Closing
      Date until 3-month anniversary thereof

                                	
                                  2.00%

                                	
                                  1.00%

                                	
                                  2.20%

                                	
                                  1.20%

                                	
                                  2.375%

                                	
                                  1.375%

                                	
                                  2.50%

                                	
                                  1.50%

                                	
                                  2.75%

                                	
                                  1.75%

                                
	
                                  3-month
      anniversary of Closing Date until 6-month anniversary
    thereof

                                	
                                  2.50%

                                	
                                  1.50%

                                	
                                  2.70%

                                	
                                  1.70%

                                	
                                  2.875%

                                	
                                  1.875%

                                	
                                  3.00%

                                	
                                  2.00%

                                	
                                  3.25%

                                	
                                  2.25%

                                
	
                                  6-month
      anniversary of Closing Date until 9-month anniversary
    thereof

                                	
                                  3.00%

                                	
                                  2.00%

                                	
                                  3.20%

                                	
                                  2.20%

                                	
                                  3.375%

                                	
                                  2.375%

                                	
                                  3.50%

                                	
                                  2.50%

                                	
                                  3.75%

                                	
                                  2.75%

                                
	
                                  9-month
      anniversary of Closing Date until 12-month anniversary
    thereof

                                	
                                  3.50%

                                	
                                  2.50%

                                	
                                  3.70%

                                	
                                  2.70%

                                	
                                  3.875%

                                	
                                  2.875%

                                	
                                  4.00%

                                	
                                  3.00%

                                	
                                  4.25%

                                	
                                  3.25%

                                


                        

                      

                    

                  

                

              

            

          

        

        


        Following
repayment in full of all amounts outstanding (to the extent loans thereunder are
borrowed on the Closing Date), and termination of all commitments, under the
Bridge Loan Facility, the Applicable Margin will be the percentage per annum set
forth above for the Closing Date for the applicable Type of Loan given the
Rating Level Period in effect on the date of determination.  Each
change in the Applicable Margin resulting from a Rating Level Change shall be
effective on the date of such Rating Level Change.

         

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

         

        “Approved Fund” has the meaning
assigned to such term in Section 9.04.

         

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

         

        “Availability Date” means the
date on which the conditions specified in Section 4.01 are satisfied (or waived
in accordance with Section 9.02).

         

        “Availability Date Material Adverse Effect” means
a material adverse effect on the business, financial condition or results of
operations of the Parent and its Subsidiaries and the Company and its
Subsidiaries, taken as a whole; provided that any effect
resulting from any of the following Events shall not be considered when
determining whether an Availability Date Material Adverse Effect shall have
occurred: (i) any change or development in United States financial, credit or
securities markets, general economic or business conditions, or political or
regulatory conditions, (ii) any act of war, armed hostilities or terrorism or
any worsening thereof, (iii) any change in law or United States generally
accepted accounting principles or the interpretation or enforcement of either,
(iv) any change in the pharmaceutical (including animal health, biotechnology
and consumer health) industry, (v) the negotiation, execution, delivery,
performance, consummation, potential consummation or public announcement of the
Merger Agreement or the transactions contemplated by the Merger Agreement,
including any litigation resulting therefrom or with respect thereto, and any
adverse change in customer, distributor, employee, supplier, financing source,
licensor, licensee, sub-licensee, shareholder, co-promotion, collaboration or
joint venture partner or similar relationships resulting therefrom or with
respect thereto, including as a result of the identity of the parties to the
Merger Agreement, (vi) any failure of the Company or any of its Subsidiaries or
the Parent or any of its Subsidiaries to meet, with respect to any period or
periods, any internal or industry analyst projections, forecasts, estimates of
earnings or revenues, or business plans (it being agreed that the facts and
circumstances giving rise to such failure that are not otherwise excluded from
the definition of Availability Date Material Adverse Effect may be taken into
account in determining whether an Availability Date Material Adverse Effect has
occurred), (vii) any change, in and of itself, in the market price or trading
volume of the common stock of the Company or the Parent (it being agreed that
the facts and circumstances giving rise to such change that are not otherwise
excluded from the definition of Availability Date Material Adverse Effect may be
taken into account in determining whether an Availability Date Material Adverse
Effect has occurred), (viii) the taking of any action required by the Merger
Agreement and (ix) matters relating to Singulair disclosed in the first
bullet-point of clause (b) of Section 9.1 of the Mercury Disclosure Letter (as
defined in the Merger Agreement and as delivered to the Administrative Agent on
the Signing Date) and matters relating to Remicade disclosed in the first
paragraph under clause (b) of Section 9.1 of the Saturn Disclosure Schedule (as
defined in the Merger Agreement and as delivered to the Administrative Agent on
the Signing Date); provided that the exception
set forth in subclause (v) shall not apply with respect to matters or Events
that render untrue or incorrect any of the representations and warranties set
forth in Sections 3.4, 3.9(b), 3.13(h), 4.4, 4.9(b) and 4.13 of the Merger
Agreement as in effect on the Signing Date.  Notwithstanding the
proviso to the preceding sentence, if an Event described in any of subclauses
(i), (ii), (iii) and (iv) of such provision has had a disproportionate effect on
the business, financial condition or results of operations of the Parent and its
Subsidiaries and the Company and its Subsidiaries, taken as a whole, relative to
other participants in the pharmaceutical (including animal health, biotechnology
and consumer health) industry, then the incremental impact of such Event on the
Parent and its Subsidiaries and the Company and its Subsidiaries, taken as a
whole, relative to other participants in the pharmaceutical (including animal
health, biotechnology and consumer health) industry shall be taken into account
for purposes of determining whether an Availability Date Material Adverse Effect
has occurred or is reasonably expected to occur.

         

        “Availability Period” means the
period from and including the Availability Date to but excluding the earlier of
the Maturity Date and the date of termination of the Commitments.

         

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

         

        “Borrower” means the Company;
provided that if the
Parent shall have been designated the Borrower pursuant to Section 2.18, then
“Borrower” shall mean the Parent.

         

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

         

        “Borrowing Request” means a
request by the Borrower for a Borrowing in accordance with Section
2.03.

         

        “Bridge Loan Facility” has the
meaning assigned to such term in the preamble to this Agreement, as such
facility may be amended, amended and restated or modified from time to
time.

         

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

         

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

         

        “Capitalization” means at any
time, the sum, without duplication, of (a) Total Debt, (b) consolidated
stockholders’ equity of the Credit Group, determined on a consolidated basis in
accordance with GAAP and (c) minority interests held by the Credit Group as
reflected on the consolidated balance sheet of the Credit Group.

         

        “Change in Control” means any of the
following events:

         

        (a)  any
“person” or “group” (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable, except that for purposes
of this paragraph (a) such person or group shall be deemed to have “beneficial
ownership” of all shares that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), other than (i) the Company or (ii) any employee or director benefit plan
or stock plan of the Company or a Subsidiary of the Company or any trustee or
fiduciary with respect to any such plan when acting in that capacity or any
trust related to any such plan, is or becomes the “beneficial owner” (as such
term is used in Rule 13d-3 promulgated pursuant to the Exchange Act), directly
or indirectly, of more than 25% of the aggregate voting power of all Voting
Stock of the Company; provided that from the
Closing Date, each reference in this clause (a) to the Company shall be deemed
to be a reference to the Parent;

         

        (b)  during
any period of 25 consecutive calendar months, a majority of the Board of
Directors of the Company shall no longer be composed of individuals (i) who were
members of said Board on the first day of such period, (ii) whose election or
nomination to said Board was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of said Board or (iii) whose election or nomination to said Board was
approved by individuals referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of said Board;
provided that from the
Closing Date, each reference in this clause (b) to the Company shall be deemed
to be a reference to Parent; or

         

        (c) on
and after the Closing Date, the Company ceases to be a Wholly Owned Subsidiary
of the Parent.

         

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

         

        “Change in Tax Law” means the
enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (including the Code), treaty, regulation or rule (or in
the official application or interpretation of any law, treaty, regulation or
rule, including a holding, judgment or order by a court of competent
jurisdiction) relating to United States income taxation.

         

        “Closing Date” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

         

        “Company” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Commitment” means, with
respect to each Lender, the commitment of such Lender to make Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such
Lender’s Loan Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.06 or Section 2.19 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial aggregate amount of the Lenders’ Commitments
is $3,000,000,000.

         

         “Contractual Obligation” means
as to any Person, any obligation of such Person under any agreement or
instrument to which such Person is a party or by which it or any of its Property
is bound.

         

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

         

        “Credit Facilities” has the
meaning assigned to such term in the preamble to this Agreement.

         

        “Credit Group” means (i) prior
to the Availability Date, the Company and its Subsidiaries and (ii) on and after
the Availability Date, the Parent and its Subsidiaries (including the Company
and its Subsidiaries).

         

        “Credit Party” means (i) prior
to the Availability Date, the Borrower and (ii) on and after the Availability
Date, the Borrower and each Guarantor.

         

        “Default” means any Event of
Default or any event that with notice or lapse of time or both would become an
Event of Default.

         

        “Defaulting Lender” means any
Lender, as reasonably determined by the Administrative Agent, that has (a)
failed to comply with its obligation to fund any portion of its Loans as
required hereunder, (b) notified the Borrower or the Administrative Agent in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or
generally under agreements in which it has committed to extend credit, (c)
failed, within three Business Days after written request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating
to its obligations to fund prospective Loans; provided that any such Lender
shall cease to be a Defaulting Lender under this clause (c) upon receipt of such
confirmation by the Administrative Agent, (d) otherwise failed to pay over to
the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due unless the
subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or custodian,
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment or
has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator, assignee
for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment; provided that a Lender shall
not be a Defaulting Lender solely by virtue of the ownership or acquisition of
an Equity Interest in such Lender or a parent company thereof by a Governmental
Authority or an instrumentality thereof.

         

        “Designated Equity Issuances”
means any Equity Issuance of the Specified Issuer (i) pursuant to employee and
other benefit plans, stock option plans, management equity plans, other benefit
plans or compensation arrangements or accommodations for management, directors
or employees of the Credit Group existing on the Effective Date or established
in the ordinary course of business, (ii) pursuant to the Merger Agreement, (iii)
constituting consideration for Restricted Investments permitted hereunder, (iv)
in connection with the conversion of Parent’s Mandatory Convertible Preferred
Stock issued August 15, 2007 and (v) pursuant to dividend reinvestment plans
established for the benefit of the common stock holders of the Specified
Issuer.

         

        “Designated Financings” means
the following transactions by any of the Credit Parties or their Subsidiaries:
(a) Sale and Lease-Back Transactions the Net Cash Proceeds of which (when taken
together with all such Sale and Lease-Back Transactions) do not exceed
$100,000,000; (b) Securitization Facilities (other than Foreign Securitization
Facilities) the Net Cash Proceeds of which in the aggregate do not exceed
$100,000,000 and (c) Foreign Securitization Facilities the Net Cash Proceeds of
which in the aggregate do not exceed $500,000,000.

         

        “Designated Incurrence” means
an Incurrence of Indebtedness resulting from (i) a Designated Financing, (ii)
borrowings under the Surviving Facilities or this Agreement, (iii) Permitted
Existing Indebtedness and Permitted Refinancings of Permitted Existing
Indebtedness, (iv) Permitted Commercial Paper, (v) Permitted Indebtedness, (vi)
Indebtedness of any member of the Credit Group to any other member of the Credit
Group, (vii) Permitted Repurchase Indebtedness and (viii) Indebtedness incurred
to finance any Restricted Investment permitted hereunder, in an aggregate
principal amount not to exceed $250,000,000.

         

        “Disposition” or “Dispose” means, with respect
to any Person, (i) any sale, transfer, license, lease or other disposition
(including any Sale and Lease-Back Transaction) of any property or assets by
such Person (or the granting of any option or other right to do any of the
foregoing), including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith and (ii) any Equity Issuance by any Subsidiary of such
Person (excluding any such Equity Issuance that would, if made by a Specified
Issuer, constitute a Designated Equity Issuance under clause (i) or (iii) of the
definition thereof);  provided that the term
Disposition shall not include any loss of or damage to, or any condemnation or
other taking of, any property or assets.

         

        “Disqualified Stock” means,
with respect to any Person, any Equity Interest that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or on the happening of any event, matures or is mandatorily
redeemable, pursuant a to sinking fund or otherwise, or is exchangeable for
Indebtedness of such Person, or is redeemable at the option of the holder
thereof, in whole or in part on or prior to the date that is five years after
the Maturity Date.

         

        “dollars” or “$” refers to lawful money of
the United States of America.

         

        “Domestic Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” in such Lender’s Administrative Questionnaire, or such
other office of such Lender as such Lender may from time to time notify the
Borrower and the Administrative Agent.

         

        “Domestic Subsidiary” means a
Subsidiary that is not a Foreign Subsidiary.

         

        “Effective Date” means the date
on which the condition specified in Section 4.01(a) is satisfied.

         

        “Eligible Assignee” shall mean
(i) a Lender, (ii) an Affiliate of a Lender, (iii) a commercial bank organized
under the Laws of the United States, or any State thereof, and having total
assets in excess of $10,000,000,000, (iv) a commercial bank having total assets
in excess of $10,000,000,000 or its equivalent in the relevant foreign currency
and organized under the laws of any other country (or of any political
subdivision of any other country) that (x) is a member of the Organization for
Economic Cooperation and Development (or any successor thereto) (“OECD”) or (y)
has concluded special lending arrangements with the International Monetary Fund
associated with its assets; provided that in each case,
such bank is acting through a branch or agency located in the country in which
it is organized or another country that is described in this clause (iv), (v)
the central bank of any country which is a member of the OECD, (vi) a finance
company, insurance company or other financial institution or fund (whether a
corporation, partnership, trust or other entity) that is engaged in making,
purchasing or otherwise investing in commercial loans for its own account in the
ordinary course of its business and having total assets in excess of
$10,000,000,000 or its equivalent in the relevant foreign currency, (vii) any
Approved Fund and (viii) any other Person approved by the Administrative Agent
and, unless an Event of Default shall have occurred and be continuing, the
Borrower, such approval not to be unreasonably withheld or delayed; provided that none of the
Borrower, any Affiliate of the Borrower or an individual shall qualify as an
Eligible Assignee.

         

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

         

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

         

        “Equity Interests” means shares of capital
stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in
a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any such equity interest.

         

        “Equity Issuance” means any
issuance or sale by any member of the Credit Group after the Effective Date of
(i) any of its Equity Interests or (ii) any other security or instrument
representing an Equity Interest (or the right to obtain any Equity Interest) in
any Credit Party or any of its Subsidiaries, in each case, other than
Disqualified Stock.

         

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

         

        “ERISA Affiliate” means any
trade or business (whether or not incorporated) that, together with the Company
(or, from the Availability Date, the Parent), is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         

        “ERISA Event” means (a) any
“reportable event,” as
defined in Section 4043 of ERISA and the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived), (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived, or any Lien shall arise in favor of the PBGC or a
Plan on the property of the Company or any ERISA Affiliate, (c) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan, (d) the incurrence by the Company or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan,
(e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to
appoint a trustee to administer any Plan, (f) the incurrence by the Company or
any of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by the
Company or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Company or any ERISA Affiliate of any notice,
concerning the imposition of withdrawal liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; provided that, from the
Availability Date, each reference in this definition to the Company shall be
deemed to be a reference to the Parent.

         

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

         

        “Eurodollar Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Eurodollar Lending Office” in such Lender’s Administrative Questionnaire (or,
if no such office is specified, its Domestic Lending Office), or such other
office of such Lender as such Lender may from time to time notify the Borrower
and the Administrative Agent.

         

        “Event” has the meaning
assigned to such term in the definition of Material Adverse Change.

         

        “Events of Default” has the
meaning assigned to such term in Article 7.

         

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

         

        “Excluded Taxes” means, with
respect to the Administrative Agent, any Lender or any other recipient of any
payment to be made by or on account of any obligation of the Borrower hereunder
or under any of the other Loan Documents, (a) any Taxes imposed, deducted or
withheld by reason of any present or former connection between the
Administrative Agent or such Lender or other recipient (as the case may be) and
the jurisdiction imposing such Taxes (other than solely on account of the
execution and performance of, the enforcement of any right under or the receipt
of any payment under, this Agreement or any of the other Loan Documents), (b)
any branch profits taxes imposed by the United States of America or any
comparable tax imposed by any foreign jurisdiction, and (c) in the case of a
Foreign Lender, any Tax imposed, deducted or withheld (i) that is attributable
to such Foreign Lender’s failure, inability or ineligibility at any time during
which such Foreign Lender is a party to this Agreement to deliver the Internal
Revenue Service forms and the Section 2.14(e) Certificate (as applicable)
described in Section 2.14(e) certifying that such Foreign Lender is entitled to
complete exemption from United States withholding taxation, except to the extent
such Foreign Lender’s failure is due to a Change in Tax Law occurring after the
date on which such Foreign Lender became a party to this Agreement or the date
(if any) on which such Foreign Lender changed its Applicable Lending Office, or
(ii) that is imposed on accrued amounts payable to such Foreign Lender at the
time of the assignment to such Foreign Lender and its becoming a party to this
Agreement, except to the extent that such Foreign Lender’s assignor was
entitled, at the time of such assignment, to receive additional payments from
the Borrower with respect to such accrued amounts pursuant to Section
2.14(a).

         

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

         

        “Fee Letter” means the fee
letter dated as of March 8, 2009 between JPMorgan Chase Bank, N.A., J.P. Morgan
Securities, Inc. and the Company.

         

        “Financial Officer” of any
Person means such Person’s chief financial officer, principal accounting officer
or treasurer or any officer of such Person who succeeds to all or substantially
all of the responsibilities thereof.

         

        “Foreign Lender” means any
Lender that is not a United States Person.

         

        “Foreign Securitization
Facility” means any Securitization Facility in which the related property
or assets are those of a Foreign Subsidiary.

         

        “Foreign Subsidiary” means any
Subsidiary that is not organized under the laws of the United States of America
or any political subdivision thereof.

         

        “GAAP” means generally accepted
accounting principles in effect in the United States of America from time to
time.

         

        “Governmental Authority” means
the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         

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

         

        “Guaranteed Obligations” has
the meaning assigned to such term in Section 10.01.

         

        “Guarantor” means Parent and
each Subsidiary of Parent that shall, at any time from the Effective Date,
become a “Guarantor” pursuant to Section 2.18, Section 5.09 or
Section 10.09
(excluding, for the avoidance of doubt, any such entity that is a Borrower as of
the date of determination).

         

        “Guarantor Joinder Agreement”
means a Guarantor Joinder Agreement substantially in the form of Exhibit B
hereto.

         

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

         

        “Hedging Agreement” means any
agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or combination of such
transactions.

         

        “Incremental Facility” has the
meaning assigned to such term in the preamble to this Agreement.

         

        “Incurrence of Indebtedness”
means (i) the incurrence of any Indebtedness of the type set forth in clause (a)
of the definition of Indebtedness, (ii) the issuance of any Disqualified Stock
or (iii) any Disposition pursuant to a Securitization Facility, in each case
subsequent to the Effective Date by a member of the Credit Group.

         

        “Indebtedness” of any Person
means (a) all obligations of such Person for borrowed money or evidenced by
bonds, debentures, notes or other similar instruments, (b) all obligations of
such Person to pay the deferred purchase price of Property or services, except
current accounts payable arising in the ordinary course of business, (c) all
Capital Lease Obligations of such Person, (d) all Indebtedness of others secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) a Lien on any Property of such
Person, whether or not such Indebtedness is assumed by such Person, (e) all
Indebtedness of others Guaranteed by such Person, (f) all reimbursement
obligations or other obligations (other than contingent obligations) with
respect to bankers’ acceptances or letters of credit or similar instruments
created or issued at the request of such Person and (g) the net liability of
such Person under Hedging Agreements.

         

        “Indemnified Taxes” means Taxes
other than Excluded Taxes.

         

        “Index Debt” means the senior,
unsecured, long-term Indebtedness for borrowed money of (i) prior to the
Availability Date, the Company and (ii) from the Availability Date, the Parent,
in either case that is not guaranteed by any other Person (other than a Person
that is at the time a Credit Party) or subject to any other credit
enhancements.

         

        “Interest Election Request”
means a request by the Borrower to convert or continue a Borrowing in accordance
with Section 2.05.

         

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

         

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

         

        “JV Equity Issuance” means any
Equity Issuance by any Subsidiary in connection with the creation of a new joint
venture or similar arrangement.

         

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

         

        “LIBO Rate” means, with respect
to any Eurodollar Borrowing for any Interest Period, the rate per annum equal to
the British Bankers Association LIBOR Rate (“BBA LIBOR”) from LIBOR01 Page,
as published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such
rate is not available at such time for any reason, then the “LIBO Rate” with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

         

        “Lien” means, with respect to
any asset, (a) any mortgage, deed of trust, lien, pledge, charge, hypothecation,
encumbrance or security interest in, on or of such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing) relating to such asset and (c) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.

         

        “Loan Documents” means this
Agreement, the Notes (if any), the Fee Letter and each Guarantor Joinder
Agreement.

         

        “Loan Exposure” means, with
respect to any Lender at any time, the sum of the outstanding principal amount
of such Lender’s Loans at such time.

         

        “Loans” means the loans made by
the Lenders to the Borrower pursuant to this Agreement.

         

        “Material Adverse Change” means
that either (a) since December 31, 2008, there has occurred any event, change,
development, effect, condition, circumstance, matter, occurrence or state of
facts (each, an “Event”)
or Events that have had or would be reasonably expected to have, either
individually or in the aggregate, an Availability Date Material Adverse Effect,
except that any effect resulting from any matter disclosed in (i) the Saturn
Disclosure Letter (as defined in the Merger Agreement and as in effect on the
Signing Date), (ii) the Mercury Disclosure Letter (as defined in the Merger
Agreement and as in effect on the Signing Date) or (iii) the annual report on
Form 10-K for the Company or the Parent for the year ended December 31, 2008
(other than disclosures in the “Risk Factors” or “Forward Looking Statements”
sections of such reports or any other disclosures in such reports to the extent
they are similarly predictive or forward-looking in nature) shall not be
considered when determining whether an Availability Date Material Adverse Effect
shall have occurred under this clause (a), or (b) since the Signing Date, there
has occurred any Event or Events that have had or would reasonably be expected
to have, either individually or in the aggregate, an Availability Date Material
Adverse Effect.

         

        “Material Adverse Effect” means
(i) on any date on or prior to the Availability Date, an Availability Date
Material Adverse Effect and (ii) on any date after the Availability Date, a
material adverse effect on (a) the business, condition (financial or otherwise)
or operations of the Credit Group, (b) the ability of the Credit Parties to
perform any of their obligations hereunder or under the other Loan Documents or
(c) the rights or remedies of the Lenders or the Administrative Agent hereunder
or under the other Loan Documents.

         

        “Maturity Date” means the date
that is 364 days after the Availability Date or, if such day is not a Business
Day, the immediately preceding Business Day.

         

        “Merger” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Merger Agreement” has the
meaning assigned to such term in the preamble to this Agreement.

         

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

         

        “Moody’s Rating” means at any
time, the rating of Index Debt then most recently announced by
Moody’s.

         

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

         

        “Net Cash Proceeds” means, (a)
with respect to any Disposition by any member of the Credit Group, the aggregate
amount of all cash proceeds (including any cash proceeds received by way of
deferred payment of principal pursuant to a note or installment receivable,
purchase price adjustment, or otherwise, but only as and when received) received
by the Credit Group in respect of such Disposition, net of (i) all attorneys’
fees, accountants’ fees, brokerage, consultant and other customary fees and
commissions, title and recording tax expenses and other fees and expenses
incurred by the Credit Group in connection with such Disposition, (ii) all Taxes
(including Taxes arising out of the distribution of such cash proceeds by a
Foreign Subsidiary directly to any Credit Party or indirectly to any Credit
Party by one or more intermediate Subsidiaries or another Subsidiary organized
and existing under the laws of the United States of America or any political
subdivision thereof (such Taxes, “Specified Taxes”)) paid or
reasonably estimated to be payable as a result thereof, (iii) any liabilities or
obligations associated with the property or assets Disposed of in such
Disposition and retained, indemnified or insured by the Credit Group after such
Disposition, including without limitation pension and other post-employment
benefit liabilities, liabilities related to environmental matters, and
liabilities relating to any indemnification obligations associated with such
Disposition, (iv) all payments made, and all installment payments required to be
made, with respect to any obligation (x) that is secured by any property or
assets subject to such Disposition, in accordance with the terms of any Lien
upon such property or assets, or (y) that must by its terms, or in order to
obtain a necessary consent to such Disposition, or by applicable law, be repaid
out of the proceeds from such Disposition, (v) all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Disposition, or to any other Person (other
than any member of the Credit Group) owning a beneficial interest in the
property or assets Disposed of in such Disposition, and (vi) the amount of any
purchase price or similar adjustment (x) claimed by any Person to be owed by a
member of the Credit Group, until such time as such claim shall have been
settled or otherwise finally resolved or (y) paid or payable by a member of the
Credit Group, in either case in respect of such Disposition, (b) with respect to
any Property Loss Event, the aggregate amount of all cash proceeds received by
the Credit Group, net of amounts applied or committed to be applied, to the
restoration or repair of damaged property or assets or to the purchase price of
replacement property or assets or other similar property or assets useful in the
business of the Credit Parties within 180 days after the receipt of such
proceeds and net of Taxes, including Specified Taxes, and (c) with respect to
any Equity Issuance or Incurrence of Indebtedness, the aggregate amount of all
cash proceeds received by the Credit Group in respect of such Equity Issuance or
Incurrence of Indebtedness, net of (i) fees, expenses, costs, underwriting
discounts and commissions incurred by the Credit Group in connection therewith
and net of Taxes paid or estimated to be payable as a result thereof and (ii)
the amount of any such cash proceeds required to be applied to repay or reduce
commitments under the Bridge Loan Facility.

         

        “Note” has the meaning assigned
to such term in Section 2.07(e).

         

        “Other Taxes” means any and all
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, the
Loan Documents that are imposed by a Governmental Authority in a jurisdiction in
which the Borrower is incorporated, organized, managed and controlled or
otherwise has a connection (other than solely as a result of entering into,
performing any obligations, receiving any payments or enforcing any rights
under, this Agreement or any of the other Loan Documents).

         

        “Outside Closing Date” has the
meaning assigned to such term in Section 4.01(f).

         

        “Parent” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Participant” has the meaning
assigned to such term in Section 9.04(c).

         

        “PATRIOT Act” has the meaning
assigned to such term in Section 9.13.

         

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

         

        “Permitted Commercial Paper”
means commercial paper issued by any Credit Party in the ordinary course of
business (including, for the avoidance of doubt, to finance Restricted
Investments not otherwise prohibited under this Agreement) or to provide
financing for the Merger (and commercial paper issued to refinance such
outstanding commercial paper).

         

        “Permitted Encumbrances”
means:

         

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

         

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

         

        (c)
pledges and deposits made in compliance with workers’ compensation, unemployment
insurance and other social security laws or obligations, and deposits securing
liability to insurance carriers under insurance or self-insurance
arrangements;

         

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

         

        (e)
judgment liens in respect of judgments that do not constitute an Event of
Default under clause (f) of Article 7;

         

        (f)
easements, zoning restrictions, rights-of-way and similar encumbrances on real
property that arise in the ordinary course of business and do not materially
interfere with the ordinary conduct of business of any member of the Credit
Group;

         

        (g) any
Liens securing industrial development, pollution control or similar revenue
bonds; provided that
such Lien is limited to the facility or facilities constructed with the proceeds
of such bonds;

         

        (h) Liens
on Property of any Subsidiary (other than any Credit Party) securing
Indebtedness owing by such Subsidiary to any member of the Credit
Group;

         

        (i) any
Lien created under any Permitted Securitization; provided that such Lien is
limited to the Property (plus improvements on such Property) that is the subject
of such Permitted Securitization; and

         

        (j) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Permitted Encumbrance referred to in
the foregoing clauses; provided that the outstanding
principal amount of the Indebtedness or obligations secured thereby is not
increased.

         

        “Permitted Existing
Indebtedness” means the Indebtedness of the Company and its Subsidiaries
set forth on Schedule 1.01 and any Indebtedness of Parent or its Subsidiaries
(other than the Company and its Subsidiaries) existing on the Closing Date to
the extent permitted to be incurred without the consent of the Company pursuant
to the Merger Agreement as in effect on the Signing Date (other than pursuant to
the “Financing Arrangements” as defined in the Merger Agreement).

         

        “Permitted Indebtedness” means
Indebtedness for borrowed money or Guarantees thereof (without duplication) (i)
of any Subsidiary that is not a Credit Party in an aggregate principal amount
for all such Subsidiaries that does not exceed $1,000,000,000 and (ii) of any
Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries
that does not exceed $1,000,000,000.

         

        “Permitted Refinancing” means
any extension, refinancing, renewal, replacement or defeasement of any
Indebtedness that (a) does not exceed the principal amount of such Indebtedness
(plus all accrued interest thereon and the amount of all Taxes, fees, costs,
expenses and premiums incurred in connection therewith), (b) is on the whole on
terms no less favorable in all material respects to the Credit Group than such
Indebtedness or is on terms that are reasonable based on current market
conditions for such Indebtedness, and (c) has a weighted average maturity and
final maturity (measured as of the date of such extension, refinancing, renewal
replacement or defeasance) no shorter than that of such
Indebtedness.

         

        “Permitted Repurchase
Indebtedness” means Indebtedness incurred under Repurchase Agreements (a)
with a term of not more than 270 days for securities, money-market funds, loans
or instruments that are classified as long or short term investments on the
consolidated balance sheet of the Credit Group entered into (i) on reasonable
terms and not for speculative purposes and for aggregate amounts equal to not
more than the value of such securities, money-market funds, loans or instruments
as determined by the Borrower pursuant to its financial reporting policies, (ii)
for general corporate purposes and (iii) with any commercial bank, other
financial institution or investment grade corporation which has a combined
capital and surplus and undivided profits that is not less than $500,000,000;
provided that the
aggregate outstanding amount of such Indebtedness shall not exceed
$3,000,000,000 at any one time; provided further that after
the Closing Date, not more than $1,000,000,000 of such Indebtedness shall be
incurred by the Credit Parties and their Domestic Subsidiaries and (b) with a
term beginning no sooner than 10 days prior to the Closing Date and expiring not
more than 30 days after the Closing Date for securities, money-market funds,
loans or instruments that are classified as long or short term investments on
the consolidated balance sheet of the Credit Group entered into (i) on
reasonable terms and not for speculative purposes and for aggregate amounts
equal to not more than the value of such securities, money-market funds, loans
or instruments as determined by the Borrower pursuant to its financial reporting
policies, (ii) to directly or indirectly finance the cash consideration for the
Merger and (iii) with any commercial bank, other financial institution or
investment grade corporation which has a combined capital and surplus and
undivided profits of which is not less than $500,000,000; provided that the aggregate
outstanding amount of such Indebtedness pursuant to this clause (b) shall not
exceed $5,000,000,000 at any one time.

         

        “Permitted Securitization” means any
transaction in which any member of the Credit Group sells or otherwise
transfers, without recourse to such Person (other than in the case of breach of
representation and other limited recourse customary in securitization
transactions), an interest in accounts receivable or other present or future
rights to payment and assets directly related thereto to a special purpose
entity that (a) borrows against such accounts receivable, rights or assets, or
(b) sells such accounts receivable, rights or assets to one or more third party
purchasers.

         

        “Person” means an individual, a
corporation, a company, a voluntary association, a partnership, a trust, a joint
venture, a limited liability company, an unincorporated organization, or a
government or any agency, instrumentality or political subdivision
thereof.

         

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

         

        “Prime Rate” means the rate of
interest per annum publicly announced from time to time by JPMorgan Chase Bank,
N.A., as its prime rate in effect at its office located at 270 Park Avenue, New
York, New York; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being
effective.

         

        “Property” means any right or
interest in or to property of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible.

         

        “Property Loss Event” means (a)
any loss of or damage to property or assets of the Credit Group that results in
the receipt by such Person of proceeds of insurance (other than business
interruption insurance) exceeding $100,000,000 (individually or in the
aggregate) or (b) any taking of property or assets of the Credit Group that
results in the receipt by such Person of a compensation payment in respect
thereof exceeding $100,000,000 (individually or in the aggregate).

         

        “Rating Level Change” means a
change in the Moody’s Rating or S&P Rating (other than as a result of a
change in the rating system of such rating agency) that results in a change from
one Rating Level Period to another, which Rating Level Change shall be effective
on the date the relevant change in such rating is first announced by Moody’s or
S&P, as the case may be.

         

        “Rating Level Period” means a
Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period, a
Rating Level 4 Period or a Rating Level 5 Period; and:

         

        (a)           “Rating
Level 1 Period” means a period during which the S&P Rating is at or above
AA+ or the Moody’s Rating is at or above Aa1;

         

        (b)           “Rating
Level 2 Period” means a period that is not a Rating Level 1 Period during which
the S&P Rating is at or above AA or the Moody’s Rating is at or above
Aa2;

         

        (c)           “Rating
Level 3 Period” means a period that is not a Rating Level 1 Period or a Rating
Level 2 Period during which the S&P Rating is at or above AA- or the Moody’s
Rating is at or above Aa3;

         

        (d)           “Rating
Level 4 Period” means a period that is not a Rating Level 1 Period, a Rating
Level 2 Period or a Rating Level 3 Period during which the S&P Rating is at
or above A+ or the Moody’s Rating is at or above A1; and

         

        (e)           “Rating
Level 5 Period” means a period that is not a Rating Level 1 Period, a Rating
Level 2 Period, a Rating Level 3 Period or a Rating Level 4 Period;

         

        provided that if the Moody’s
Rating and the S&P Rating differ by more than one rating level, then the
applicable Rating Level Period shall be one level lower than the Rating Level
Period resulting from the application of the higher of such ratings (for which
purpose Rating Level 1 Period is the highest Rating Level Period).

         

        “Register” has the meaning
assigned to such term in Section 9.04.

         

        “Regulation D” and “Regulation U” means,
respectively, Regulations D and U of the Board of Governors of the Federal
Reserve System (or any successor), as the same may be amended or supplemented
from time to time.

         

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

         

        “Repurchase Agreement” means an
agreement by any member of the Credit Group to sell securities to another Person
coupled with an agreement to purchase such securities from such Person at a
specified price on a later date.

         

        “Required Lenders” means, at
any time, Lenders having Loan Exposures and unused Commitments representing more
than 50% of the sum of the total Loan Exposures and unused Commitments at such
time.

         

        “Requirement of Law” means, as
to any Person, any law, treaty or regulation, or any order of any Governmental
Authority, that is applicable to or binding upon such Person or any of its
Property or to which such Person or such Property is subject, and the
certificate of incorporation, by-laws or other organizational or governing
documents of such Person.

         

        “Restricted Investment” means
the purchase or acquisition, directly or indirectly, (in one transaction or a
series of transactions and including pursuant to any merger with any Person that
was not a Wholly Owned Subsidiary prior to such merger), of the majority of the
Voting Stock of any other Person (other than a Subsidiary), all or substantially
all of the property or assets of any other Person (other than a Subsidiary) or
any property or assets of any other Person (other than a Subsidiary)
constituting a business unit; provided that “Restricted
Investment” shall not include the Merger.

         

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

         

        “S&P Rating” means at any
time, the rating of Index Debt then most recently announced by
S&P.

         

        “SEC” means the Securities and
Exchange Commission.

         

        “Sale and Lease-Back
Transaction” means any arrangement providing for the leasing by any
member of the Credit Group of any real or tangible personal property, which
property has been or is to be sold or transferred by such member of the Credit
Group to a third Person in contemplation of such leasing.

         

        “Section 2.14(e) Certificate”
has the meaning assigned to such term in Section 2.14(e).

         

        “Securitization Facility”
means, with respect to any Person, a facility or other arrangement or program
providing for the sale, transfer or conveyance to a Securitization SPV of
property or assets in exchange for the advance of funds to such Person and/or
one or more of its Subsidiaries.

         

        “Securitization SPV” means,
with respect to any Person, a trust, bankruptcy remote entity or other special
purpose entity which is a Subsidiary of such Person (or, if not a Subsidiary,
the common equity of which is wholly owned, directly or indirectly, by such
Person) and which is formed for the purpose of, and engages in no material
business other than, acting as an issuer or a depositor under a Securitization
Facility or as an intermediate transferee and transferor under a Securitization
Facility (and, in connection therewith, in either case, owning property or
assets and pledging or transferring any interests therein).

         

        “Senior Notes” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Significant Subsidiary” means,
at any time, a Subsidiary that as of such time satisfies the requirements of
Rule 1-02(w) of Regulation S-X of the SEC as in effect on the date of this
Agreement.

         

        “Signing Date” has the meaning
assigned to such term in the preamble to this Agreement.

         

        “Specified Asset Sale” means
(a) any Animal Health Disposition and (b) any other Disposition or series of
related Dispositions by a member of the Credit Group after the Effective Date
not in the ordinary course of business excluding, for the purpose of this clause
(b), (i) a Disposition or series of related Dispositions (other than JV Equity
Issuances) the Net Cash Proceeds of which do not exceed $100,000,000 in the
aggregate for such Disposition or series of related Dispositions, (ii)
Dispositions in connection with Sale and Lease-Back Transactions that are
Designated Financings; (iii) Dispositions by Foreign Subsidiaries (other than JV
Equity Issuances) to the extent the Net Cash Proceeds of all such Dispositions
by Foreign Subsidiaries do not exceed $500,000,000 in the aggregate, (iv)
Dispositions by a member of the Credit Group to another member of the Credit
Group, (v) Dispositions pursuant to Securitization Facilities, (vi) Dispositions
of securities, money-market funds, loans and instruments that are classified as
long or short term investments on the consolidated balance sheet of the Credit
Group for the purpose of funding all or a portion of the cash consideration for
the Merger, (vii) Dispositions under transactions for the incurrence of
Permitted Repurchase Indebtedness and (viii) JV Equity Issuances to the extent
the Net Cash Proceeds of all JV Equity Issuances do not exceed $250,000,000 in
the aggregate.

         

        “Specified Equity Issuance”
means any Equity Issuance by the Specified Issuer other than a Designated Equity
Issuance.

         

        “Specified Incurrence of
Indebtedness” means any Incurrence of Indebtedness other than a
Designated Incurrence.

         

        “Specified Issuer” means (x)
prior to the Closing Date, the Company or (y) on and after the Closing Date, the
Parent.

         

        “Specified Taxes” has the
meaning assigned to such term in clause (a)(ii) of the definition of Net Cash
Proceeds.

         

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

         

        “Subsidiary” means, with
respect to any Person (the “parent”), any Person of which at least a majority of
the outstanding shares of Voting Stock is at the time directly or indirectly
owned or controlled by the parent, or by one or more Subsidiaries of the parent,
or by the parent and one or more Subsidiaries.  Unless the context
requires otherwise, “Subsidiary” shall refer to (i) prior to the Availability
Date, a Subsidiary of the Company and (ii) from the Availability Date, a
Subsidiary of the Parent.

         

        “Subsidiary Guarantor” has the
meaning assigned to such term in Section 10.03.

         

        “Surviving Facilities” means
(i) the Credit Agreement dated August 9, 2007 among Parent and Bank of America,
N.A. as Administrative Agent, BNP Paribas as Syndication Agent and Banc of
America Securities LLC and Citigroup Global Markets Inc. as Joint Lead Arrangers
and Joint Book Managers, (ii) the Amended Credit Agreement, (iii) the
Incremental Facility and (iv) the Bridge Loan Facility.

         

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

         

        “Total Debt” means, at any time
and without duplication, the then aggregate outstanding principal amount of all
Indebtedness (other than Indebtedness specified in clause (g) of the definition
thereof) of the Credit Group at such time, plus the aggregate principal amount
then outstanding under Permitted Securitizations, all determined on a
consolidated basis in accordance with GAAP.

         

        “Total Debt to Capitalization
Ratio” means at any time, the ratio, expressed as a percentage, of (a)
Total Debt to (b) Capitalization.

         

        “Transactions” means,
collectively, (a) the execution, delivery and performance by the Company and
Parent of the Merger Agreement and the consummation of the Merger and the other
transactions contemplated thereby, (b) the execution, delivery and performance
by the Credit Parties of the Loan Documents and loan documentation with respect
to the other Credit Facilities, (c) the issuance of the Senior Notes, (d) the
use of the proceeds of any of the foregoing or of any permanent financing
entered into to finance the Merger or refinance the Credit Facilities and (e)
the payment of fees in connection with the foregoing.

         

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

         

        “United States” and “United States Person” have the
meaning specified in Section 7701 of the Code.

         

        “Voting Stock” means Equity
Interests in a Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors, or persons
exercising similar functions, of such Person.

         

        “Wholly Owned Subsidiary” means
with respect to any Person, any Subsidiary of such Person, 100% of the Voting
Stock of which (other than directors’ qualifying shares or other shares held to
satisfy legal or regulatory requirements), at the time of any determination, is
owned by such Person, or by one or more Wholly Owned Subsidiaries of such
Person, or such Person and one or more Wholly Owned Subsidiaries of such
Person.

         

        Section
1.02.  Types of
Borrowings.  Borrowings are classified for purposes of this
Agreement by reference to the Type of Loans comprising such Borrowing (e.g., a
“Eurodollar Borrowing” is a Borrowing comprised of Eurodollar
Loans).

         

        Section
1.03.  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will” shall be construed to have the same
meaning and effect as the word “shall.”  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words
“herein,” “hereof” and “hereunder,” and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

         

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

         

         

         

         

         

        ARTICLE
2

        The
Credits

         

        Section
2.01.  Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make Loans
to the Borrower from time to time during the Availability Period in an aggregate
principal amount that will not result in such Lender’s Loan Exposure exceeding
such Lender’s Commitment.  Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Loans.

         

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

         

        (b)           Subject
to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that (i)
any exercise of such option shall not affect the obligation of the Borrower to
repay such Loan in accordance with the terms of this Agreement and (ii) in the
case of any such Loan made by an Affiliate of such Lender, such Lender shall not
be entitled to receive any greater payment under Section 2.12 or 2.14 than it
would have received had the Lender, and not such Affiliate, funded such Loan,
and such Lender shall not be entitled to the benefits of Section 2.14 with
respect to any payments on or with respect to such Loan unless such Affiliate
complies with Section 2.14(e) as if it were the Lender.

         

        (c)           At
the commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000.  At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000;  provided that an ABR
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments.  Borrowings of more than one Type
may be outstanding at the same time.

         

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

         

        Section
2.03.  Requests for
Borrowings.  To request a Borrowing, the Borrower shall notify
the Administrative Agent of such request by telephone b) in the case of a Eurodollar
Borrowing, not later than 12:00 noon, New York City time, three Business Days
before the date of the proposed Borrowing or c) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, on the date of the
proposed Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in the form of Exhibit C
hereto and signed by the Borrower.  Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

         

        (i)                 the
aggregate amount of the requested Borrowing;

         

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

         

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

         

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

         

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

         

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

         

        Section
2.04.  Funding of
Borrowings.  (a)  Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by (x) in the case of a Eurodollar
Borrowing, 12:00 noon, New York City time and (y) in the case of an ABR
Borrowing, 3:00 p.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the
Lenders.  The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing
Request.

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then, unless such Borrowing is repaid as provided herein, at the end of
such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing without the prior consent of the Required
Lenders and ii) unless repaid, each Eurodollar Borrowing shall be converted to
an ABR Borrowing at the end of the Interest Period applicable
thereto.

         

        Section
2.06.  Termination;
Optional Reduction of Commitments; Notice.  (a)  Unless previously
terminated, the Commitments shall terminate on the Maturity Date.

         

        (b)           The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided
that i) each reduction of the Commitments shall be in an amount that is an
integral multiple of $1,000,000 and not less than $10,000,000 and ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment of the Loans in accordance with Section 2.08, the
sum of the Loan Exposures would exceed the total Commitments.

         

        (c)           The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section or any required
reduction of the Commitments under Section 2.19 at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof.  Promptly following receipt
of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof.  Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable; provided that a notice of
optional termination of the Commitments delivered by the Borrower may state that
such notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective
Commitments.

         

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

         

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

         

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

         

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

         

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

         

        Section
2.08.  Optional
Prepayment of Loans; Prepayment Notices. (a)  The Borrower
shall have the right at any time and from time to time to prepay any Borrowing
in whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section.

         

        (b)           The
Borrower shall notify the Administrative Agent by telephone of any optional or
mandatory prepayment hereunder i) in the case of prepayment of a Eurodollar
Borrowing, not later than 11:30 a.m., New York City time, three Business Days
before the date of prepayment and ii) in the case of prepayment of an ABR
Borrowing, not later than 11:30 a.m., New York City time, on the date of
prepayment.  Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.06, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.06.  Promptly following receipt of any such notice relating
to a Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof.  Each optional partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02.  Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.10.

         

        Section
2.09.  Fees.  (a)  The Borrower
agrees to pay to the Administrative Agent for the account of each Lender a
facility fee, which shall accrue at the Applicable Facility Fee Rate on the
daily amount of the Commitment of such Lender (whether used or unused) during
the period from and including the Effective Date to but excluding the earlier of
(i) the Maturity Date and (ii) the date of termination of the Commitments in
their entirety; provided that, if such Lender
continues to have any Loan Exposure after its Commitment terminates, then such
facility fee shall continue to accrue on the daily amount of such Lender’s Loan
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Loan
Exposure.  Accrued facility fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility
fees accruing after the date on which the Commitments terminate shall be payable
on demand.  All facility fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).  To the extent
that there is a change in the Applicable Facility Fee Rate during any quarter
period, the daily amount of the Commitment of each Lender (whether used or
unused) shall be computed and multiplied by the Applicable Facility Fee Rate
separately for each period during such quarter that such Applicable Facility Fee
Rate was in effect.

         

        (b)           The
Borrower agrees to pay to the Administrative Agent, for its own account fees
payable in the amounts and at the times set forth in the Fee
Letter.

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender, as the case may be, for such additional costs incurred
or reduction suffered.

         

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

         

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

         

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

         

        Section
2.13.  Break Funding
Payments.  In the event of (i) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (ii) the conversion of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, n) the failure to
borrow, convert, continue or prepay any Eurodollar Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.08(b) and is revoked in accordance therewith), or
(iii) the assignment of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.16, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event.  In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (1) the amount of interest which
would have accrued on the principal amount of such Loan had such event not
occurred, at the Adjusted LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (2) the
amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the eurodollar market.  A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

         

        Section
2.14.  Taxes.  (a)  Any and all
payments by or on account of any obligation of the Borrower hereunder or under
any other Loan Document shall be made free and clear of and without deduction
for any Taxes unless deduction of such Taxes is required by law (or by the
interpretation or administration thereof); provided that if the Borrower
shall be required by law (or by the interpretation or administration thereof) to
deduct any Indemnified Taxes or Other Taxes from such payments, then (1) the sum payable shall be
increased as necessary so that after making all required deductions of such
Indemnified Taxes or Other Taxes (including deductions of such Indemnified Taxes
or Other Taxes applicable to additional sums payable under this Section 2.14(a))
the Administrative Agent or any Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions of such
Indemnified Taxes or Other Taxes been made, (2) the Borrower shall make such
deductions of such Indemnified Taxes or Other Taxes, and (3) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

         

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

         

        (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within 30
days after written demand therefor, which written demand shall be made within 60
days of the date the Administrative Agent or such Lender received written demand
for payment of any Indemnified Taxes or Other Taxes from the relevant
Governmental Authority, for the full amount of such Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes properly imposed or asserted
on or attributable to amounts payable under this Section 2.14(c)) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable out-of-pocket expenses arising therefrom or with respect
thereto. A certificate setting forth the amount of such payment or liability
and, in reasonable detail, the manner in which such amount shall have been
determined, delivered to the Borrower by a Lender, or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be presumptive evidence
of such payment or liability absent manifest error.

         

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

         

        (e)           Each
Foreign Lender shall deliver to the Borrower and the Administrative Agent on or
before the date such Foreign Lender becomes a party to this Agreement and on or
before the date, if any, such Foreign Lender changes its Applicable Lending
Office ii) two duly executed and properly completed Internal Revenue Service
Forms W-8ECI or W-8BEN (with respect to the benefit of an income tax treaty), or
successor forms, certifying to such Foreign Lender’s entitlement to a complete
exemption from United States withholding tax with respect to all payments to be
made to it under the Loan Documents, or iii) if such Foreign Lender is not a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, either (x) the
forms referred to in clause (i) above certifying to such Foreign Lender’s
entitlement to a complete exemption from United States withholding tax with
respect to all payments to be made to it under the Loan Documents, or (y) two
duly executed and properly completed Internal Revenue Service Forms W-8BEN (or
successor forms) and a duly executed certificate substantially in the form of
Exhibit E (any such certificate, a “Section 2.14(e) Certificate”);
provided that in the
event that a Foreign Lender is not classified as a corporation for United States
federal income tax purposes, such Foreign Lender shall take any actions
necessary and shall deliver to the Borrower and the Administrative Agent all
additional (or alternative) Internal Revenue Service forms and Section 2.14(e)
Certificates necessary to fully establish such Foreign Lender’s entitlement to a
complete exemption from United States withholding tax on all payments to be made
to it under the Loan Documents (including causing its partners, members,
beneficiaries or owners, or their beneficial owners, to take any actions and
deliver any Internal Revenue Service forms and Section 2.14(e) Certificates
necessary to establish such exemption). In addition, each Foreign Lender shall
deliver such Internal Revenue Service forms and the Section 2.14(e) Certificate
(as applicable) to the Company, the Borrower and the Administrative Agent
promptly upon the obsolescence, inaccuracy or invalidity of any such Internal
Revenue Service forms or Section 2.14(e) Certificate previously delivered by
such Foreign Lender pursuant to this Section 2.14(e) unless such Foreign Lender
is not legally able to deliver such Internal Revenue Service forms or Section
2.14(e) Certificate.

         

        (f)           Each
Lender agrees that, before making a demand under this Section 2.14, it shall use
reasonable efforts (consistent with its legal and regulatory restrictions) to
designate a different Applicable Lending Office or assign its rights and
obligations hereunder to another of its offices, branches or affiliates if the
making of such a designation or assignment will avoid the need for, or reduce
the amount of, any additional amounts that would otherwise thereafter accrue and
will not, in the reasonable judgment of such Lender, require such Lender to
incur a cost or expense, or legal or regulatory disadvantage, determined by such
Lender to be material. Upon any such change in any Applicable Lending Office or
assignment, such Lender shall provide or cause to be provided to the
Administrative Agent and the Borrower the appropriate form specified in Section
2.14(e).

         

        (g)           If
the Borrower pays any additional amount or indemnity payment pursuant to this
Section 2.14 with respect to the Administrative Agent or any Lender, the
Administrative Agent or such Lender shall use reasonable efforts to obtain a
refund of tax or credit against its tax liabilities on account of such payment;
provided that the
Administrative Agent or such Lender shall have no obligation to use such
reasonable efforts if either iv) it is in an excess foreign tax credit position,
v) it believes in good faith, in its sole discretion, that claiming a refund or
credit would cause adverse tax consequences to it or vi) no such refund or
credit is available under applicable laws. In the event that the Administrative
Agent or such Lender receives such a refund or credit, the Administrative Agent
or such Lender shall promptly pay to the Borrower an amount that the
Administrative Agent or such Lender reasonably determines is equal to the net
tax benefit obtained by the Administrative Agent or such Lender as a result of
such payment by the Borrower. Nothing contained in this Section 2.14(g) shall
require the Administrative Agent or such Lender to disclose or detail the basis
of its calculation of the amount of any net tax benefit or its determination
referred to in the proviso to the first sentence of this Section 2.14(g) to the
Borrower or any other party.

         

        (h)           Should
a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes; provided that, in the
reasonable judgment of the Borrower, such steps shall not subject the Borrower
to any unreimbursed cost or expense and would not otherwise be disadvantageous
to the Borrower in any material respect.

         

        Section
2.15.  Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The Borrower
shall make each payment required to be made by it hereunder (whether of
principal, interest or fees, or of amounts payable under Section 2.12, 2.13 or
2.14, or otherwise) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative Agent
at its offices at 270 Park Avenue, New York, New York, except that payments
pursuant to Section 2.12, 2.13, 2.14 or 9.03 shall be made directly to the
Persons entitled thereto.  The Administrative Agent shall distribute
any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any
payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the
period of such extension.  All payments hereunder shall be made in
dollars.

         

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

         

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

         

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

         

        (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(b), 2.15(d) or 9.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.

         

        Section
2.16.  Mitigation
Obligations; Replacement of Lenders.  (a)  If any
Lender requests compensation under Section 2.12, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (1) would eliminate or reduce
amounts payable pursuant to Section 2.12 in the future and (2) would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

         

        (b)           If
any Lender ii) requests compensation under Section 2.12, or if the Borrower is
required to make a payment to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.14, iii) becomes a Defaulting
Lender, or iv) refuses to consent to any amendment, waiver or other modification
of any Loan Document requested by the Borrower that requires the consent of a
greater percentage of the Lenders than the Required Lenders and such amendment,
waiver or other modification is consented to by the Required Lenders; then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04, with the Borrower or the replacement Lender paying the processing
and recording fee), all of its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment); provided that (w) the
Borrower shall have received the prior written consent of the Administrative
Agent to such assignment (to the extent such consent would otherwise be required
pursuant to Section 9.04 or the definition of “Eligible Assignees”), which
consent shall not unreasonably be withheld, (x) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) (in the
case of a Defaulting Lender, excluding, for the avoidance of doubt, any amount
to which such Defaulting Lender is not entitled in accordance with Section
2.17), (y) in the case of any such assignment resulting from a claim for
compensation under Section 2.12 or payments required to be made pursuant to
Section 2.14, such assignment will result in a reduction in or elimination of
such compensation or payments in the future and (z) in the case of clause (iii)
above, such assignee consents to such amendment, waiver or other
modification.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

         

        Section
2.17.  Defaulting
Lender.  Notwithstanding any provision of this Agreement to the
contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

         

        (a)           for
so long as such Lender is a Defaulting Lender, fees under Section 2.09(a) shall
not accrue on the unused Commitment of such Defaulting Lender; and

         

        (b)           neither
the Commitment nor the Loans of such Defaulting Lender shall be included in
determining whether all Lenders, all affected Lenders or the Required Lenders
have taken or may take any action hereunder (including any consent to any
amendment or waiver pursuant to Section 9.02); provided that any waiver,
amendment or modification requiring the consent of all Lenders or each affected
Lender which affects such Defaulting Lender differently than other affected
Lenders shall require the consent of such Defaulting Lender; provided further that no
waiver, amendment or modification of the type described in clause (i), (ii) or
(iii) of the first proviso to Section 9.02(b) may be made without the written
consent of any Defaulting Lender affected thereby.

         

        The
Administrative Agent shall provide to any Lender determined by the
Administrative Agent to be a “Defaulting Lender” written notice of such
determination (and shall provide a copy of such written notice to the
Borrower).

         

        Section
2.18.  Borrower
Designation.  The Company and the Parent may elect to designate
the Parent to be the “Borrower” hereunder by executing and delivering to the
Administrative Agent, not later than 10 Business Days (or such shortened period
as the Administrative Agent may agree) prior to the Availability Date (a)
documentation reasonably satisfactory to the Administrative Agent pursuant to
which (i) the Parent expressly assumes all obligations of the Borrower hereunder
and (ii) the Company becomes a Guarantor of the Parent’s obligations as Borrower
hereunder and (b) such certificates and opinions of counsel with respect thereto
(which shall be consistent with such documentation deliverable by the Company
pursuant to Section 4.01) as the Administrative Agent may reasonably request,
all of which shall be reasonably satisfactory to the Administrative
Agent.  Subject to delivery of such items as aforesaid, with effect
from the Availability Date, (a) the Parent shall be the Borrower for all
purposes hereunder and shall have all the rights and obligations of the Borrower
hereunder (including being entitled to borrow Loans subject to the terms and
conditions of this Agreement) and (b) the Company shall be a “Guarantor” for all
purposes hereunder and shall have all of the rights and obligations of a
Guarantor hereunder.  The Lenders agree that the Administrative Agent
may make such technical or conforming changes to the terms of the Loan Documents
as it shall deem necessary to effect the foregoing.  The
Administrative Agent shall provide prompt written notice to the Lenders of any
election made by the Company and the Parent pursuant to this Section
2.18.

         

        Section
2.19.  Mandatory
Prepayments and Commitment Reductions.  (a) Subject to the terms of this
Section 2.19, upon the occurrence of any Specified Asset Sale or Property Loss
Event, the Borrower shall permanently reduce the Commitments outstanding as of
the date of such Specified Asset Sale or Property Loss Event, in an aggregate
amount equal to 100% of the Net Cash Proceeds thereof.  The Borrower
shall effect such reduction within ten Business Days (if such Net Cash Proceeds
are received by any Credit Party or Domestic Subsidiary), or 30 Business Days
(if such Net Cash Proceeds are received by a Foreign Subsidiary), after the
consummation of such Specified Asset Sale or such Property Loss Event; provided that if the
Availability Date occurs during such period, such Commitment reduction shall be
effective immediately prior to the Availability Date.  If, immediately
after any reduction of Commitments pursuant to this Section 2.19(a), the total
Loan Exposure would exceed the total Commitments, the Borrower shall,
concurrently with such reduction, prepay Loans in an amount equal to such
excess.

         

        (b)           Upon
any Specified Equity Issuance, the Borrower shall permanently reduce the
Commitments outstanding as of the date of such Equity Issuance, in an aggregate
amount equal to 100% of the Net Cash Proceeds thereof, such reduction to be
effective immediately.  If, immediately after any reduction of
Commitments pursuant to this Section 2.19(b), the total Loan Exposure would
exceed the total Commitments, the Borrower shall, within 5 Business Days of such
reduction, prepay Loans in an amount equal to such excess.

         

        (c)           Upon
any Specified Incurrence of Indebtedness, the Borrower shall permanently reduce
the Commitments outstanding as of the date of such Incurrence of Indebtedness,
in an aggregate amount equal to 50% of the amount by which the Net Cash Proceeds
of such Incurrence of Indebtedness, together with the Net Cash Proceeds all
other Specified Incurrences of Indebtedness, exceeds $500,000,000 in the
aggregate, such reduction to be effective immediately.  If,
immediately after any reduction of Commitments pursuant to this Section 2.19(c),
the total Loan Exposure would exceed the total Commitments, the Borrower shall,
within 5 Business Days (if such Incurrence of Indebtedness is by any Credit
Party or Domestic Subsidiary) or ten Business Days (if such Incurrence of
Indebtedness is by a Foreign Subsidiary) of such reduction, prepay Loans in an
amount equal to such excess.

         

         

        ARTICLE
3

        Representations
and Warranties

         

        On the
Effective Date, on the Availability Date and (subject to the limitations in
Section 4.02) on the date of each Borrowing hereunder, each Credit Party
represents and warrants to the Administrative Agent and the Lenders
that:

         

        Section
3.01.  Organization;
Corporate Power and Authority.  Each Credit Party (a) is duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
organization, (b) has all
necessary corporate, limited liability company or partnership power and
authority to own and operate all of its material Property, to lease the material
Property which it operates as lessee and to conduct the business in which it is
currently engaged and (c)
is duly qualified as a foreign corporation, limited liability company or
partnership and in good standing under the laws of each jurisdiction where the
ownership, lease or operation by it of its Property or the conduct of its
business requires such qualification, except to the extent that the failure to
so qualify or be in good standing could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         

        Section
3.02.  Due
Authorization and Enforceability.  Each Credit Party has full
power and authority to make and perform this Agreement and the other Loan
Documents to which it is party, all corporate and other action required to
authorize the making and performance by each Credit Party of this Agreement and
the other Loan Documents to which it is party has been duly taken; and this
Agreement has been duly executed and delivered and constitutes, and each of the
other Loan Documents to which it is party when duly executed and delivered by
such Credit Party and the other parties thereto will constitute, legal, valid
and binding obligations of such Credit Party, enforceable against such Credit
Party in accordance with their respective terms, except in each case as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or transfer or other similar
laws affecting the enforcement of creditors’ rights generally and by general
principles of equity (whether enforcement is sought by proceedings in equity or
at law).

         

        Section
3.03.  No
Conflict.  The making and performance by each Credit Party of
this Agreement and the other Loan Documents to which it is party and the use of
the proceeds of the Loans do not and will not violate any material Requirement
of Law or any material Contractual Obligation binding upon such Credit Party or
any of its Subsidiaries, and do not and will not result in or require the
creation or imposition of any material Lien on any material Property of such
Credit Party or any of its Subsidiaries.

         

        Section
3.04.  Governmental
Approvals.  No authorization, approval, license, registration
or consent of any Governmental Authority is necessary for the making and
performance by any Credit Party of this Agreement and the other Loan Documents
to which it is party or to render this Agreement and the other Loan Documents to
which it is a party legal, valid, binding and enforceable against such Credit
Party.

         

        Section
3.05.  Financial
Statements.  (a)  On or prior
to the Effective Date, the Company has delivered to the Lenders and the
Administrative Agent a copy of the consolidated balance sheet of the Company and
its consolidated Subsidiaries as at December 31, 2008, and the related
consolidated statements of income, stockholders’ equity and cash flows of the
Company and its consolidated Subsidiaries for the fiscal year then ended,
setting forth in comparative form the corresponding figures for the preceding
fiscal year and accompanied by an opinion of independent certified public
accountants of recognized national standing stating that such financial
statements present fairly, in all material respects, the consolidated financial
position and results of operations of the Company and its consolidated
Subsidiaries as at the end of, and for, such fiscal year.  All such
financial statements were prepared in accordance with GAAP, consistently
applied, except as otherwise noted therein, and present fairly, in all material
respects, the consolidated financial position and results of operations of the
Company and its consolidated Subsidiaries in accordance with GAAP, consistently
applied, as at the end of, and for, the respective periods covered
thereby.

         

        (b)           On
or prior to the Availability Date, Parent has delivered to the Lenders and the
Administrative Agent a copy of the consolidated balance sheet of Parent and its
consolidated Subsidiaries as at December 31, 2008, and the related consolidated
statements of income, stockholders’ equity and cash flows of Parent and its
consolidated Subsidiaries for the fiscal year then ended, setting forth in
comparative form the corresponding figures for the preceding fiscal year and
accompanied by an opinion of independent certified public accountants of
recognized national standing stating that such financial statements present
fairly, in all material respects, the consolidated financial position and
results of operations of Parent and its consolidated Subsidiaries as at the end
of, and for, such fiscal year.  All such financial statements were
prepared in accordance with GAAP, consistently applied, except as otherwise
noted therein, and present fairly, in all material respects, the consolidated
financial position and results of operations of Parent and its consolidated
Subsidiaries in accordance with GAAP, consistently applied, as at the end of,
and for, the respective periods covered thereby.

         

        (c)           There
has not been a Material Adverse Change.  

         

        Section
3.06.  No Event of
Default.  No Event of Default has occurred and is
continuing.

         

        Section
3.07.  Ownership of
Patents and other Intellectual Property.  Each Credit Party and
its Significant Subsidiaries owns, or is licensed to use, all trademarks, trade
names, copyrights, patents and other intellectual property material to its
business, and the use thereof by such Credit Party and its Significant
Subsidiaries does not infringe upon the rights of any other Person, except for
any such failures to own or license and infringements that, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         

        Section
3.08.  Litigation.  Other
than as disclosed in the Company’s or the Parent’s filings with the SEC there
are no actions, suits, investigations or proceedings by or before any
Governmental Authority or arbitrator pending against or, to the knowledge of any
Credit Party, threatened against or affecting any Credit Party or any of its
Subsidiaries or against any of their respective Property as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect.

         

        Section
3.09.  Compliance
with Laws.  (a)  Neither any
Credit Party nor any of its Significant Subsidiaries has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law that has caused such
Credit Party or any Significant Subsidiary to become subject to any
Environmental Liability, or has received notice of any claim with respect to any
such Environmental Liability, except with regard to any such failure to comply,
non-compliance or Environmental Liability, that could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.

         

        (b)           Each
Credit Party and each of its Significant Subsidiaries is in compliance with all
laws and all regulations and orders of any Governmental Authority applicable to
it or its Property, except where the failure to do so could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.

         

        Section
3.10.  Investment
Company Act.  No Credit Party is, or is “controlled” by, an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

         

        Section
3.11.  Margin
Regulations.  No Credit Party or its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying “margin stock” within the meaning
of Regulation U; and no part of the proceeds of the Loans will be used for the
purpose, whether immediate, incidental, or ultimate, of buying or carrying any
such margin stock.

         

        Section
3.12.  Payment of
Taxes.  Each Credit Party and its Significant Subsidiaries has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes which are not yet delinquent or not yet in default,
(b) Taxes that are being contested in good faith by appropriate proceedings
and for which such Credit Party or such Significant Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP or (c) to
the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

         

        Section
3.13.  ERISA
Events.  No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect.

         

        Section
3.14.  Use of
Proceeds.  The Borrower will use the proceeds of the Loans for
its general corporate purposes, including without limitation, to fund the Merger
(including expenses in connection with the Merger) and to support commercial
paper of the Credit Group.

         

         

        ARTICLE
4

        Conditions

         

        Section
4.01.  Availability
Date.  The Commitments of the Lenders to make Loans hereunder
shall not be available for Borrowing hereunder until the date on which each of
the following conditions is satisfied (or waived in accordance with Section
9.02):

         

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

         

        (b)           The
Administrative Agent shall have received favorable written opinions (addressed
to the Administrative Agent and the Lenders and dated the Availability Date) of
Fried, Frank, Harris, Shriver & Jacobson LLP and Jon Filderman, or such
other counsel as shall be reasonably satisfactory to the Administrative Agent,
in each case in form and substance reasonably satisfactory to the Administrative
Agent and covering such matters relating to the Borrower, each Guarantor, the
Loan Documents (other than the Fee Letter) or the Transactions as the
Administrative Agent shall reasonably request.  The Borrower hereby
requests such counsel to deliver such opinion.

         

        (c)           The
Administrative Agent shall have received a certificate of the Secretary or an
Assistant Secretary of the Parent, the Company and each other Guarantor (if any)
attaching copies of its certificate of incorporation and by-laws, a good
standing certificate for it and resolutions of its Board of Directors
authorizing execution, delivery and performance of this Agreement and the other
Loan Documents to which it is a party.

         

        (d)           The
Administrative Agent shall have received an incumbency certificate of an officer
of the Parent, the Company and each other Guarantor (if any) in respect of each
of the officers who are authorized to sign this Agreement and the other Loan
Documents to which each is a party on its behalf  and who will, until
replaced by another officer or officers duly authorized for that purpose, act as
its representative for the purposes of signing documents and giving notices and
other communications in connection with this Agreement, the other Loan Documents
and the transactions contemplated hereby and thereby.

         

        (e)           (i)
The representations and warranties of the Credit Parties set forth in this
Agreement shall be true and correct on and as of the Availability Date (giving
effect to the Transactions and any Borrowing occurring on the Availability
Date); and (ii) no Default shall have occurred and be continuing as of the
Availability Date (giving effect to the Transactions and any Borrowing occurring
on the Availability Date), and the Administrative Agent shall have received a
certificate, dated the Availability Date and signed by the Financial Officer of
the Borrower confirming the matters referred to in clause (i) and clause
(ii).

         

        (f)           The
Merger shall be consummated (i) on or before December 8, 2009 or, subject to the
provisions of the Merger Agreement, such later date (not later than March 8,
2010) to which the “End Date” is extended in accordance with the terms of the
Merger Agreement as in effect on the Signing Date (the “Outside Closing Date”) and
(ii) in accordance with the terms of the Merger Agreement as in effect on the
Signing Date (and no provision or condition thereof shall have been waived,
amended, supplemented or otherwise modified in any respect materially adverse to
the Company, the Lenders or the Administrative Agent without the Required
Lenders’ prior written consent, not to be unreasonably withheld).

         

        (g)           The
Lenders and the Administrative Agent shall have received all fees and invoiced
expenses due and payable by the Credit Parties on or prior to the Availability
Date, including, (x) fees payable on or prior to the Availability Date pursuant
to the Fee Letter and (y) reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Credit Parties hereunder and under the
Fee Letter.

         

        (h)           The
Administrative Agent shall have received a certificate from the Chief Financial
Officer of the Company certifying that the ratio of Total Debt to Capitalization
of the Credit Group (giving pro forma effect to the Transactions) as of the last
day of the fiscal quarter most recently ended at least 45 days prior to the
Availability Date shall not exceed 60%.

         

        (i)           The
Parent (and any other guarantor of any of the other Credit Facilities or the
Senior Notes) shall have executed and delivered a Guarantor Joinder Agreement,
together with such certificates and opinions of counsel with respect thereto as
the Administrative Agent may reasonably request, all of which shall be in
customary form reasonably satisfactory to the Administrative Agent; provided that Parent shall
not be required to have so delivered a Guarantor Joinder Agreement if it shall
have been designated the Borrower, and the Company shall have become a
Guarantor, in each case in accordance with Section 2.18.

         

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

         

        Section
4.02.  Each
Borrowing Event.  The obligation of each Lender to make a Loan
on the occasion of any Borrowing, is subject to the satisfaction of the
following conditions (except, in the case of clauses (b) and (c), for any
Borrowing to be made on the Availability Date as to which the conditions in
Section 4.01 shall apply):

         

        (a)           The
Administrative Agent shall have received a written Borrowing Request in
accordance with Section 2.03.

         

        (b)           The
representations and warranties of the Credit Parties set forth in this Agreement
(other than Section 3.05(c) and 3.08) shall be true and correct on and as of the
date of such Borrowing.

         

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

         

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

         

         

        ARTICLE
5

        Affirmative
Covenants

         

        So long
as any principal of or interest on any Loan or any other amount payable under
this Agreement or any other Loan Document shall remain unpaid (other than
contingent indemnification obligations) or any Lender shall have any Commitment
hereunder, each Credit Party covenants and agrees that:

         

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

         

        (a)           within
90 days after the end of each fiscal year of the Parent, a copy of the
consolidated balance sheet of the Parent and its consolidated Subsidiaries for
such fiscal year, and the related consolidated statements of income,
stockholders’ equity and cash flows of the Parent and its consolidated
Subsidiaries for such fiscal year, setting forth in each case in comparative
form the corresponding figures for the preceding fiscal year and accompanied by
an opinion of independent certified public accountants of recognized national
standing stating that such financial statements present fairly, in all material
respects, the consolidated financial position and results of operations of the
Parent and its consolidated Subsidiaries in accordance with GAAP (without
qualification as to going concern or scope of audit), consistently applied, as
at the end of, and for, such fiscal year (provided that the Credit
Parties need not deliver the foregoing to the extent that the Parent has timely
filed its Annual Report on Form 10-K in respect of such fiscal
year);

         

        (b)           prior
to the Availability Date, within 45 days after the end of each of the first
three fiscal quarters of the Company, a copy of the unaudited consolidated
balance sheet of the Company and its consolidated Subsidiaries as of the end of
such fiscal quarter, and the related consolidated statements of income,
stockholders’ equity and cash flows of the Company and its consolidated
Subsidiaries for the portion of such fiscal year then ended, setting forth in
each case in comparative form the corresponding figures for the corresponding
period of the preceding fiscal year (provided that the Credit
Parties need not deliver the foregoing to the extent that the Company has timely
filed its Quarterly Report on Form 10-Q in respect of such fiscal quarter), and
accompanied by a certificate of a Financial Officer of the Company stating that
said financial statements fairly present, in all material respects, subject to
normal year-end audit adjustments, the consolidated financial position and
results of operations of the Company and its consolidated Subsidiaries in
accordance with GAAP, consistently applied, as at the end of, and for, such
period;

         

        (c)           from
the Availability Date, within 45 days after the end of each of the first three
fiscal quarters of the Parent, a copy of the unaudited consolidated balance
sheet of the Parent and its consolidated Subsidiaries as of the end of such
fiscal quarter, and the related consolidated statements of income, stockholders’
equity and cash flows of the Parent and its consolidated Subsidiaries for the
portion of such fiscal year then ended, setting forth in each case in
comparative form the corresponding figures for the corresponding period of the
preceding fiscal year (provided that the Credit
Parties need not deliver the foregoing to the extent that the Parent has timely
filed its Quarterly Report on Form 10-Q in respect of such fiscal quarter), and
accompanied by a certificate of a Financial Officer of the Parent stating that
said financial statements fairly present, in all material respects, subject to
normal year-end audit adjustments, the consolidated financial position and
results of operations of the Parent and its consolidated Subsidiaries in
accordance with GAAP, consistently applied, as at the end of, and for, such
period;

         

        (d)           promptly
from time to time, such documentation and other information as any Lender may
reasonably request through the Administrative Agent in order to allow such
Lender to comply with applicable “know your customer” and anti-money laundering
rules and regulations, including the PATRIOT Act; and

         

        (e)           promptly
from time to time, such other information concerning the Credit Parties and
their Subsidiaries and their respective businesses as any Lender may reasonably
request through the Administrative Agent.

         

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

         

        (a)           the
occurrence of any Default of which any Credit Party has knowledge, and of any
Event of Default;

         

        (b)           the
occurrence of a Rating Level Change;

         

        (c)           the
occurrence of any ERISA Event that could reasonably be expected to result in a
Material Adverse Effect; and

         

        (d)           the
availability of all periodic and other reports, proxy statements and other
materials filed by any Credit Party or any of their respective Subsidiaries with
the SEC or with any national securities exchange, or distributed by the Company
or, following the Availability Date, the Parent to its shareholders generally,
as the case may be.

         

        Section
5.03.  Existence and
Conduct of Business.  (a) Each Credit Party (i) will preserve, renew and
keep in full force and effect its legal existence and (ii), except to the extent that
failure to do so could not reasonably be expected to result in a Material
Adverse Effect, will preserve, renew and keep in full force and effect the legal
existence of its Significant Subsidiaries; provided that the foregoing
provisions of this Section 5.03(a) shall not be deemed to prohibit any merger,
consolidation, liquidation or dissolution expressly permitted under Section
6.02.

         

        (b)           Except
to the extent that failure to do so could not reasonably be expected to result
in a Material Adverse Effect, each Credit Party will, and will cause each of its
Significant Subsidiaries to, (i) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct
of its business and (ii) assure that it does not enter into any business which
is material to the Credit Group taken as a whole, other than the business in
which the Credit Group is engaged on the Effective Date and businesses related
to or complimentary to such existing businesses.

         

        Section
5.04.  Payment of
Tax Liabilities.  Each Credit Party will, and will cause each
of its Significant Subsidiaries to, pay its material Taxes, assessments and
other governmental charges before the same shall become delinquent or in
default, except to the extent that (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings and such Credit Party
or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP (or in the case of Significant Subsidiaries with
significant operations outside of the United States of America, generally
accepted accounting principles in effect from time to time in the applicable
jurisdictions), or (b) the failure to make any
such payment could not reasonably be expected to result in a Material Adverse
Effect.

         

        Section
5.05.  Maintenance
of Properties; Maintenance of Insurance.  Each Credit Party
will, and will cause each of its Significant Subsidiaries to, (a) keep and
maintain all material Property useful and necessary in its business in good
working order and condition, except (i) ordinary wear and tear,
(ii) any casualty, loss,
damage, destruction or other similar loss with respect to real or personal
Property or improvements or (iii) any taking by a
Governmental Authority of Property, or any part thereof or interest therein, for
public or quasi-public use under the power of eminent domain, by reason of any
public improvement or condemnation or in any other manner, and (b) maintain
self-insurance or insurance with financially sound and reputable insurance
companies (which may include captive insurers), and maintain such other
insurance, in at least such amounts and against at least such risks as is
customarily maintained by companies in the United States engaged in the same or
similar businesses, and will furnish to the Administrative Agent, upon its
written request, information in reasonable detail as to the insurance so
carried.

         

        Section
5.06.  Maintenance
of Books and Records.  Each Credit Party will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries in conformity with GAAP are made of all dealings
and transactions in relation to its business and activities.

         

        Section
5.07.  Visitation
Rights.  Each Credit Party will, and will cause each of its
Significant Subsidiaries to, permit representatives designated by the
Administrative Agent or any Lender to visit and inspect its Property, to examine
and make extracts from its books and records (other than materials protected by
the attorney-client privilege and materials which such Credit Party or its
Subsidiaries may not disclose without violation of a confidentiality obligation
binding upon it), and to discuss its business, operations, finances and
condition with its officers and independent accountants; provided that such Credit
Party shall be given reasonable advance notice of any request of the
Administrative Agent in respect of any of the foregoing, none of the foregoing
shall occur outside normal office hours, and none of the foregoing shall be
conducted in a manner that materially interferes with the ordinary conduct of
the business of such Credit Party or such Subsidiary; provided that when an Event
of Default has occurred and is continuing, the Administrative Agent or any
Lender (or any of their respective representatives or independent contractors),
may do any of the foregoing at the expense of the Credit Parties at any time
during normal business hours and without advance notice.

         

        Section
5.08.  Compliance
with Laws.  Each Credit Party will, and will cause each of its
Subsidiaries to, comply with all Requirements of Law applicable to it or its
Property, including, without limitation, compliance with ERISA and all
Environmental Laws, except to the extent the failure to do so, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

         

        Section
5.09.  Additional Guarantors.  If any
Subsidiary of the Parent shall at any time guarantee the obligations of the
Parent or the Company under any other Credit Facility or under the Senior Notes,
the Credit Parties shall cause such Subsidiary to simultaneously execute and
deliver a Guarantor Joinder Agreement, together with such certificates and
opinions of counsel with respect thereto as the Administrative Agent may
reasonably request, all of which shall be in customary form reasonably
satisfactory to the Administrative Agent.

         

        Section 5.10. Maintenance of
Ratings.  The Credit Parties shall use commercially reasonable
efforts to cause Index Debt to be continuously rated by S&P and Moody’s, and
to maintain a corporate rating from S&P and a corporate family rating from
Moody’s, in each case in respect of the Company (prior to the Closing Date) and
Parent (from the Closing Date).

         

         

        ARTICLE
6

        Negative
Covenants

         

        So long
as any principal of or interest on any Loan or any other amount payable under
this Agreement or any other Loan Document shall remain unpaid (other than
contingent indemnification obligations) or any Lender shall have any Commitment
hereunder, each Credit Party covenants and agrees that:

         

        Section
6.01.  Liens.  No
Credit Party will, and no Credit Party will permit any Subsidiary to, create,
incur, assume or permit to exist any Lien on any Property now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

         

        (a)           Permitted
Encumbrances;

         

        (b)           any
Lien on any Property of the Company or any Subsidiary existing on the Effective
Date and described in Schedule 6.01; provided that (i) such
Lien shall not apply to any other Property (except improvements on such
Property) of any Credit Party or any Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on the date hereof and any extensions,
renewals and replacements thereof that do not increase the outstanding principal
amount thereof or secured thereby;

         

        (c)           any
Lien existing on (x) any Property prior to the acquisition thereof by any Credit
Party or any Subsidiary, (y) any Property of any Person that becomes a
Subsidiary after the date hereof  (other than, with respect to the
Company and its Subsidiaries, as a direct result of the Merger) prior to the
time such Person becomes a Subsidiary or (z) any Property of Parent or any
Subsidiary of Parent (excluding the Company and its Subsidiaries) prior to the
Availability Date; provided that (i) such
Lien is not created in contemplation of or in connection with such acquisition,
such Person becoming a Subsidiary or the Merger, as the case may be,
(ii) such Lien shall not apply to any other Property of any Credit Party or
any Subsidiary and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition, the date such Person becomes a
Subsidiary or the Availability Date, as the case may be, and extensions,
renewals and replacements thereof that do not increase the outstanding principal
amount thereof or secured thereby;

         

        (d)           purchase
money Liens or purchase money security interests upon or in any Property
acquired or held by any Credit Party or any Subsidiary in the ordinary course of
business to secure the purchase price of such Property or to secure indebtedness
incurred solely for the purpose of financing the acquisition of such Property,
and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof or secured thereby;

         

        (e)           Liens
securing Indebtedness incurred prior to, at the time of, or within 12 months
after the completion of the construction, alteration, repair or improvement of
any Property for the purpose of financing all or part of the cost thereof and
any Lien to the extent that it secures Indebtedness which is in excess of such
costs and for the payment of which recourse may be had only against such
Property, and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof or secured thereby;

         

        (f)           Liens
on Property subject to escrow or similar arrangements established in connection
with litigation settlements; and

         

        (g)           other
Liens securing Indebtedness in an aggregate principal amount at any time not
exceeding an amount equal to 15% of consolidated stockholders’ equity of the
Credit Group as determined on a consolidated basis in accordance with GAAP, as
of the date of the financial statements then most recently delivered or filed
under Section 5.01(a), (b) or (c).

         

        Section
6.02.  Mergers and
Other Fundamental Changes.  No Credit Party will merge or
consolidate with any other Person, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of related transactions) all or
substantially all of its Property (whether now owned or hereafter acquired), or
liquidate or dissolve; provided that, if at the time
thereof and immediately after giving effect thereto no Event of Default shall
have occurred and be continuing any Person may merge with a Credit Party in a
transaction in which the Credit Party is the surviving corporation; provided further that in the
case of a merger between Credit Parties to which the Borrower is a party, the
Borrower shall be the surviving corporation.

         

        Section
6.03.  Total Debt to
Capitalization Ratio.  The Credit Parties will not at any time
permit the Total Debt to Capitalization Ratio as of the end of any fiscal
quarter to exceed 60%.

         

         

        ARTICLE
7

        Events
of Default

         

        Section
7.01.  Events of
Default.  If one or more of the following events (herein called
“Events of Default”)
shall occur and be continuing:

         

        (a)           (i) the
Borrower shall fail to pay any principal of any Loan when due in accordance with
the terms hereof or (ii) the Borrower shall fail to pay any interest on any Loan
or any fee or any other amount (other than an amount referred to in clause (i)
of this clause) payable under this Agreement or under any other Loan Document
when due in accordance with the terms hereof, and such failure referred to in
this clause (ii) shall continue unremedied for a period of three or more
Business Days;

         

        (b)           (i) any
Credit Party shall fail to observe or perform any covenant, condition or
agreement contained in Section 5.02 or (with respect to legal existence) 5.03 or
in Article 6 or (ii) any Credit Party shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement or any other Loan
Document (other than those specified in clause (a) or (b)(i) of this Article 7),
and such failure referred to in this clause (ii) shall continue unremedied for a
period of 30 or more days;

         

        (c)           any
representation or warranty made or deemed made by or on behalf of any Credit
Party in this Agreement or in any other Loan Document or in any amendment or
modification hereof or thereof, or in any report, certificate, document or
financial or other statement required to be furnished or filed at any time under
Article 3, Section 5.01 or 5.02 of this Agreement or any other Loan Document or
any such amendment or modification, shall prove to have been incorrect or
misleading in any material respect on or as of the date made or deemed
made;

         

        (d)           (i)
any Credit Party or any of its Significant Subsidiaries shall commence any case,
proceeding or other action (x) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding up, liquidation,
dissolution, composition or other relief with respect to it or its debts or (y)
seeking appointment of a receiver, trustee, custodian, conservator or similar
official for it or for all or any substantial part of its Property, or any
Credit Party or any such Significant Subsidiary shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against any
Credit Party or any such Significant Subsidiary any case, proceeding or other
action of a nature referred to in clause (i) above which results in the entry of
an order for relief or any such adjudication or appointment, or remains
undismissed, undischarged or unbonded for a period of 60 or more days; or (iii)
there shall be commenced against any Credit Party or any such Significant
Subsidiary any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its Property which results in the entry of an order for any
such relief which shall not have been vacated, discharged, stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) any Credit Party
or any such Significant Subsidiary shall take any action in furtherance of, or
indicating its consent to, approval of or acquiescence in, any of the acts
referred to in clauses (i), (ii) or (iii) above; or (iv) any Credit Party or any
such Significant Subsidiary shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become
due;

         

        (e)           an
ERISA Event shall occur that, when taken together with any other ERISA Events
that have occurred, could reasonably be expected to have a Material Adverse
Effect;

         

        (f)           one
or more judgments or orders for the payment of money in an aggregate amount of
$200,000,000 or more shall be entered against any Credit Party or any of its
Significant Subsidiaries or any combination thereof and the same shall remain
undischarged for a period of 30 or more consecutive days during which execution
shall not be effectively stayed or vacated; provided that any such
judgment shall not be an Event of Default under this clause (f) if and to the
extent that (i) the amount of such judgment is covered by a valid and binding
policy of insurance between the defendant and the insurer and (ii) such insurer
has been notified of, and has not disputed in writing, the claim (or the amount
of the claim) made for payment of such judgment;

         

        (g)           any
Credit Party or any of its Subsidiaries shall default (i) in any payment of
principal of or interest on any other Indebtedness the principal amount of which
is $200,000,000 or more, in the aggregate for the Credit Group, beyond any
period of grace (if any) provided in the agreement or instrument creating or
evidencing such Indebtedness or (ii) in the performance or observance of
any other agreement, term or condition contained in any such agreement or
instrument, or any event of default or other event shall occur, if the effect of
such default, event of default or other event is to cause, or to permit the
holder or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause, such Indebtedness to become due, or to be redeemed,
repurchased or mandatorily prepaid, prior to its stated maturity;

         

        (h)           a
Change in Control shall occur; or

         

        (i)           any
Guarantor’s Affiliate Guarantee shall at any time cease to be in full force and
effect or otherwise fail to constitute a valid and binding agreement of such
Guarantor (except as expressly permitted hereunder, including Section 10.04 or
in the other Loan Documents) or any party shall so assert in
writing;

         

        THEREUPON:
(1) in the case of an Event of Default other than an Event of Default of the
kind referred to in clause (d) of this Article 7 with respect to any Credit
Party, the Administrative Agent (A) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, cancel the
Commitments and/or (B) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the principal amount of,
and the accrued interest on, the Loans then outstanding and all other amounts
payable by the Borrower hereunder and under the Notes (if any) to be forthwith
due and payable all without presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by each Credit Party (except
as expressly provided in this Article 7); and (2) in the case of the occurrence
of an Event of Default of the kind referred to in paragraph (d) of this Article
7 with respect to any Credit Party, the Commitments shall be automatically
cancelled and the principal amount of, and the accrued interest on, the Loans
then outstanding and all other amounts payable by the Borrower hereunder and
under the Notes shall become automatically due and payable all without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by each Credit Party (except as expressly provided in
this Article 7).

         

         

        ARTICLE
8

        The
Administrative Agent

         

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

         

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

         

        The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Parent or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of its
own gross negligence or willful misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article 4 or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

         

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

         

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

         

        Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
giving at least fifteen days advance written notice thereof to the Lenders and
the Borrower.  Upon any such resignation, the Required Lenders shall
have the right to appoint a successor, which successor shall be approved by the
Borrower (such approval (x) not to be unreasonably withheld or delayed and (y)
not to be required following the occurrence and during the continuance of an
Event of Default; provided that during the
continuance of an Event of Default, such appointment shall be made in
consultation with the Borrower).  If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank.  Upon
the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder.  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

         

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

         

         

        ARTICLE
9

        Miscellaneous

         

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

         

        (i)                 if
to the Borrower, to it at Merck & Co., Inc., One Merck Drive, P.O. Box 1000,
Whitehouse Station, New Jersey 08889-0100, Attention of Treasurer and Attention
of Chief Financial Officer (Telecopy No. (908) 735-1275), with a copy to Fried,
Frank, Harris, Shriver & Jacobson, LLP, One New York Plaza, New York, New
York 10004, Attention of F. William Reindel, Esq. (Telecopy No. (212)
859-8472);

         

        (ii)                 if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency
Services Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Thai
Pham (Telecopy No. (713) 750-2956), with a copy to JPMorgan Chase Bank, N.A.,
270 Park Avenue, New York, New York 10017, Attention of Dawn Lee
Lum  (Telecopy No. (212) 270-3279);

         

        and

         

        (iii)                 if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

         

        (b)           Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing
shall not apply to notices pursuant to Article 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender.  The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of
such procedures may be limited to particular notices or
communications.

         

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

         

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

         

        (b)           No
Loan Document (other than the Fee Letter) nor any provision thereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase  the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.15(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) change any of the provisions of this Section or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or (vi) release any Affiliate
Guarantee, (excluding, for the avoidance of doubt, any release pursuant to
Section 10.04(c) which shall occur in accordance with the terms of such Section
10.04(c)) without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent; and provided further that the
Administrative Agent may, with the written consent of the Borrower but without
the consent of any other Lender, amend, modify or supplement the Loan Documents
(i) to cure any ambiguity, omission, defect or inconsistency, so long as such
amendment, modification or supplement does not adversely affect the rights of
any Lender, (ii) to reflect any change in the Company’s and the Parent’s name
occurring on or prior to the Closing Date and (iii) as contemplated by the final
sentence of Section 2.18.

         

        Section
9.03.  Expenses;
Indemnity; Damage Waiver.  (a)  The Borrower shall pay
(i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all
out-of-pocket expenses incurred by the Administrative Agent or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent or any Lender, in connection with the enforcement or
protection of its rights in connection with the Loan Documents, including its
rights under this Section, or in connection with the Loans made, including all
such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans; provided that the Borrower
shall not be required to reimburse the legal fees and expenses of more than one
outside counsel (in addition to any special counsel and up to one local counsel
in each applicable local jurisdiction) for all Persons indemnified under this
clause(a) unless, (w) in the written opinion of outside counsel reasonably
satisfactory to the Borrower and the Administrative Agent, representation of all
such indemnified persons would be inappropriate due to the existence of an
actual or potential conflict of interest; (x) the Administrative Agent or any
such Lender shall have reasonably concluded that there may be legal defenses
available to it that are different from or additional to those available to the
other indemnified persons; (y) the Administrative Agent or any such Lender shall
have reasonably concluded that it otherwise has interests divergent from those
of the indemnified persons; or (z) the Borrower shall authorize in writing the
Administrative Agent or any such Lender to employ separate counsel at the
Borrower’s expense.

         

        (b)           The
Borrower shall indemnify the Administrative Agent and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result, of (iii) the
execution or delivery of the Loan Documents or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other
transactions contemplated thereby, (iv) any Loan or the use of the proceeds
therefrom, (v) any actual or alleged presence or release of Hazardous Materials
on or from any Property owned or operated by any member of the Credit Group, or
any Environmental Liability related in any way to any member of the Credit Group
or (vi) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other member of the Credit Group
against any Indemnitee for material breach of such Indemnitee’s express
obligations hereunder (including, for the avoidance of doubt, any failure by
such Indemnitee to comply with its obligation to fund any portion of its Loans
as required hereby) or under any other Loan Document, if the Borrower or such
other member of the Credit Group has obtained a final and non-appealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

         

        (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender’s
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such; and provided further that any
such payment by any Lender shall not affect the Borrower’s obligations pursuant
to paragraph (a) or (b) of this Section.

         

        (d)           To
the extent permitted by applicable law, no Credit Party shall assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, any Loan
Document or any agreement or instrument contemplated thereby, the Transactions,
any Loan or the use of the proceeds thereof.

         

        (e)           All
amounts due under this Section shall be payable promptly after written demand
therefor.

         

        Section
9.04.  Successors
and Assigns.  (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with
this Section.  Nothing in this Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

         

        (b)           (i)  Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

         

        (A)              the
Borrower; provided that
no consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee; and

         

        (B)              the
Administrative Agent.

         

        (ii)                 Assignments
shall be subject to the following additional conditions:

         

        (A)              each
assignment shall be to an Eligible Assignee;

         

        (B)              except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $10,000,000 (or an integral multiple of $1,000,000 in excess
thereof) unless each of the Borrower and the Administrative Agent otherwise
consent; provided that
no such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing;

         

        (C)              each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement;

         

        (D)              the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

         

        (E)              the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Credit Group) will be made available
and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state
securities laws.

         

        For the
purposes of this Section 9.04(b), the term “Approved Fund” has the
following meaning:

         

        “Approved Fund” means any
Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         

        (iii)                 Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.12,
2.13, 2.14 and 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

         

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

         

        (v)                 Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register; provided that if either the
assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Section 2.04(b),
2.15(d) or 9.03(c), the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the
Register unless and until such payment shall have been made in full, together
with all accrued interest thereon.  No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

         

        (c)           (i)
Any Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all or a
portion of such Lender’s rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans owing to it); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.12, 2.13 and 2.14 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.15(c) as though it were a
Lender.

         

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

         

        (d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

         

        Section
9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to the Loan Documents shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of the
Loan Documents and the making of any Loans regardless of any investigation made
by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated.  The provisions of
Sections 2.12, 2.13, 2.14 and 9.03 and Article 8 shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Commitments or the termination of this Agreement or any provision
hereof.

         

        Section
9.06.  Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other Loan
Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

         

        Section
9.07.  Severability.  Any
provision of any Loan Document held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

         

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

         

        Section
9.09.  Governing
Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement shall be
construed in accordance with and governed by the law of the State of New York;
provided that with
respect to whether an Availability Date Material Adverse Effect shall have
occurred, and claims relating thereto, such matters shall be governed by and
construed in accordance with the laws of the State of New Jersey.

         

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

         

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

         

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

         

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

         

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

         

        Section
9.12.  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority; provided that, except with
respect to any audit or examination conducted by bank accountants or by any
governmental bank regulatory authority exercising examination or regulatory
authority, the Administrative Agent or such Lender, as applicable, shall use
reasonable efforts to promptly notify the Borrower of such disclosure (unless
such disclosure is not legally permissible), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction, or any
actual or prospective credit insurance provider, relating to the Borrower and
its obligations, (g) with the consent of the Borrower or (h) to the extent
such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower.  For the purposes of this Section, “Information” means all
information received from the Borrower relating to the Credit Group or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

         

        Section
9.13.  USA PATRIOT
Act.  Each Lender that is subject to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “PATRIOT Act”) hereby notifies the
Borrower that pursuant to the requirements of the PATRIOT Act, it is required to
obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
PATRIOT Act.

         

         

        ARTICLE
10

        Affiliate
Guarantees

         

        Section
10.01.  Affiliate
Guarantees.  Each Guarantor unconditionally guarantees the full
and punctual payment when due (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on any and all Loans and all other
amounts whatsoever from time to time owing to the Lenders or the Administrative
Agent or any of them by the Borrower under this Agreement and the other Loan
Documents in each case strictly in accordance with the terms thereof (the “Guaranteed
Obligations”).  Upon failure by the Borrower to pay any
Guaranteed Obligation punctually when due, each Guarantor shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
the relevant Loan Documents; provided that, in the case of
any extension of time of payment or renewal of any of the Guaranteed
Obligations, the same will be punctually paid in full when due (whether at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

         

        Section
10.02.  Affiliate
Guarantees Unconditional.  The obligations of each Guarantor
under its Affiliate Guarantee shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

         

        (a)           any
extension, renewal, settlement, compromise, waiver or release in respect of any
obligation of the Borrower, any other Guarantor or any other Person under any
Loan Document, by operation of law or otherwise;

         

        (b)           any
modification or amendment of or supplement to any Loan Document;

         

        (c)           any
release, impairment, non-perfection or invalidity of any direct or indirect
security for any obligation of the Borrower, any other Guarantor or any other
Person under any Loan Document;

         

        (d)           any
change in the corporate existence, structure or ownership of the Borrower, any
other Guarantor or any other Person or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting the Borrower, any other
Guarantor or any other Person or any of their assets or any resulting release or
discharge of any obligation of the Borrower, any other Guarantor or any other
Person under any Loan Document;

         

        (e)           the
existence of any claim, set-off or other rights that such Guarantor may have at
any time against the Borrower, any other Guarantor, any Lender or any other
Person, whether in connection with the Loan Documents or with any unrelated
transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate
suit or compulsory counterclaim;

         

        (f)           any
invalidity or unenforceability relating to or against the Borrower, any other
Guarantor or any other Person for any reason of any Loan Document, or any
provision of applicable law or regulation purporting to prohibit the payment of
any Guaranteed Obligation by the Borrower, any other Guarantor or any other
Person; or

         

        (g)           any
other act or omission to act or delay of any kind by the Borrower, any other
Guarantor, any other party to any Loan Document, any Lender or any other Person,
or any other circumstance whatsoever that might, but for the provisions of this
clause (g), constitute a legal or equitable discharge of or defense to any
Guarantor’s obligations hereunder.

         

        Section
10.03.  Limitation
on Obligations of Subsidiary Guarantor.  If any Guarantor
(other than, for the avoidance of doubt, the Company in its capacity as a
Guarantor) is a Subsidiary of Parent (such Guarantor a “Subsidiary Guarantor”), the
obligation of such Guarantor under its Affiliate Guarantee shall be limited to
an aggregate amount equal to the largest amount that would not render such
Affiliate Guarantee subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provision of any other applicable
law.

         

        Section
10.04.  Release of
Affiliate Guarantees.  (a)  Each Guarantor’s
obligations under this Article 10 shall, subject to clause (c) below, remain in
full force and effect until all Guaranteed Obligations shall have been paid in
full  (other than contingent indemnification obligations as to which
no claims have been asserted) and no Lender shall have any Commitment under this
Agreement.

         

        (b)           
If at any time any payment of any Guaranteed Obligation is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Borrower or otherwise, each Guarantor’s obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due
but not made at such time.

         

        (c)           If
it shall come to pass that any Subsidiary Guarantor is a guarantor neither with
respect to any other Credit Facility nor with respect to the Senior Notes, or
any Subsidiary Guarantor shall cease to be a Subsidiary of the Parent, or all
the assets of a Subsidiary Guarantor are sold to a Person other than i) prior to
the Availability Date, Borrower or any of its Subsidiaries and ii) from the
Availability Date, Parent or any of its Subsidiaries, in each case, in a
transaction not otherwise prohibited by this Agreement (any such sale, a “Sale of Guarantor”), such
Subsidiary Guarantor shall be automatically released from its Affiliate
Guarantee and the Administrative Agent shall, at the Borrower’s expense, execute
and deliver such documents as the Borrower shall reasonably require to evidence
such release.  Such release shall not require the consent of any
Lender or the Administrative Agent, and the Administrative Agent shall be fully
protected in relying on a certificate of the Borrower or Parent as to whether
the foregoing conditions are satisfied.

         

        (d)           Each
of the Lenders irrevocably authorizes the Administrative Agent to release any
Subsidiary Guarantor from its obligations under its Affiliate Guarantee in
accordance with the terms of this Section 10.04.

         

        Section
10.05.  Waiver by
Guarantors.  Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against the Borrower, any other Guarantor or any other Person.

         

        Section
10.06.  Subrogation.
Upon making full payment with respect to any Guaranteed Obligation
hereunder, each Guarantor shall be subrogated to the rights of the payee against
the Borrower with respect to such payment; provided that the Guarantor
shall not enforce any payment by way of subrogation against the Borrower unless
all Guaranteed Obligations shall have been paid in full (other than contingent
indemnification obligations as to which no claims have been asserted) and no
Lender shall have any Commitment hereunder.

         

        Section
10.07.  Stay of
Acceleration.  If acceleration of the time for payment of any
Guaranteed Obligation is stayed upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all such Guaranteed Obligations
otherwise subject to acceleration under the terms of any Loan Document shall
nonetheless be payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent.

         

        Section
10.08.  Continuing
Guarantee.  Each Affiliate Guarantee is a continuing guarantee,
shall be binding on the relevant Guarantor and its successors and assigns, and
shall be enforceable by the Administrative Agent or the Lenders.  If
all or part of the Administrative Agent’s or any Lender’s interest in any
Guaranteed Obligation is assigned or otherwise transferred, the transferor’s
rights under each Affiliate Guarantee, to the extent applicable to the
obligation so transferred, shall automatically be transferred with such
obligation.

         

        Section
10.09.  Addition of
Guarantors.  Any Affiliate of the Borrower may become a party
hereto as a Guarantor and Credit Party by signing and delivering to the
Administrative Agent a Guarantor Joinder Agreement, together with such
certificates and opinions of counsel with respect thereto as the Administrative
Agent may reasonably request, all of which shall be in customary form reasonably
satisfactory to the Administrative Agent.

         

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

         

        
           

          
            
              
                	 	MERCK
      & CO., INC.	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Mark E.
      McDonough 	 
	 	 	Name: 
      MARK E. McDONOUGH	 
	 	 	Title:   
      VICE PRESIDENT & TREASURER 	 
	 	 	 	 


              

            

             

          

          
             

            
              	 	
                      JPMORGAN
      CHASE BANK, N.A.,

                    	 
	 	 	individually
      and as Administrative Agent	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Dawn L. LeeLum	 
	 	 	Name: 
      Dawn L. LeeLum	 
	 	 	Title:   
      Executive Director 	 
	 	 	 	 


              
 

            

          

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
             

            
              	 	
                      BANCO
      SANTANDER, S.A., NEW YORK BRANCH

                    	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 /s/ Ignacio
      Campillo	 
	 	 	Name  
      Ignacio Campillo	 
	 	 	Title    
      Managing Director	 
	 	 	 	 


               

              
                
                  	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Jesus
      Lopez	 
	 	 	Name  
      Jesus Lopez	 
	 	 	Title    
      Senior Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          BANK
      OF AMERICA, N.A.

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Robert
      LaPorte	 
	 	 	Name  
      Robert LaPorte	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          BNP
      PARIBAS,

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Renaud-Franck
      Falce	 
	 	 	Name  
      Renaud-Franck Falce	 
	 	 	Title    
      Managing Director	 
	 	 	 	 


                

              

               

              
                
                  
                    	
                             

                          	
                            By:
      

                          	 /s/ Christopher
      Sked	 
	 	 	Name  
      Christopher Sked	 
	 	 	Title    
      Director	 
	 	 	 	 


                  

                

              

               

              
                 

                
                  	 	
                          Citibank,
      N.A.,

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ William
      Clark	 
	 	 	Name  
      William Clark	 
	 	 	Title    
      Managing Director & Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Karim
      Blasetti	 
	 	 	Name  
      Karim Blasetti	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                

              

               

              
                
                  	
                           

                        	
                          By:
      

                        	 /s/ Mikhail
      Faybusovich	 
	 	 	Name  
      Mikhail Faybusovich	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          HSBC
      Bank USA, National Association

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Alan
      Vitulich	 
	 	 	Name  
      Alan Vitulich	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          The
      Royal Bank of Scotland plc

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ William W.
      McGinty	 
	 	 	Name  
      William W. McGinty	 
	 	 	Title    
      Senior Vice President	 
	 	 	 	 


                

              

               

              
                 

                
                  	 	
                          UBS
      Loan Finance LLC

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/ Irja R.
      Otsa	 
	 	 	Name  
      Irja R. Otsa	 
	 	 	Title    
      Associate Director	 
	 	 	 	 


                

              

               

              
                
                  
                    	
                             

                          	
                            By:
      

                          	 /s/ Marie
      Haddad	 
	 	 	Name  
      Marie Haddad	 
	 	 	Title    
      Associate Director	 
	 	 	 	 


                  

                

              

               

              
                
                   

                  
                    	 	
                            SUMITOMO
      MITSUI BANKING CORPORATION

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 /s/ William
      Ginn	 
	 	 	Name   William
      Ginn	 
	 	 	Title     Executive
      Officer and Head of US Corporate Banking	 
	 	 	 	 


                  

                

                 

              

              
                
                  
                     

                    
                      	 	
                              DEUTSCHE
      BANK AG NEW YORK BRANCH

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Ming K.
      Chu	 
	 	 	Name  
      Ming K. Chu	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                    
                      	
                               

                            	
                              By:
      

                            	 /s/ Heidi
      Sandquist	 
	 	 	Name  
      Heidi Sandquist	 
	 	 	Title    
      Director	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              ROYAL
      BANK OF CANADA,

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Gordon
      MacArthur	 
	 	 	Name  
      Gordon MacArthur	 
	 	 	Title    
      Authorized Signatory	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                   

                  
                    	 	
                            SOCIETE
      GENERALE,

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 /s/ Anne
      Chassereau	 
	 	 	Name  
      Anne Chassereau	 
	 	 	Title    
      Managing Director	 
	 	 	 	 


                  

                

                 

              

              
                
                  
                     

                    
                      	 	
                              THE
      BANK OF NOVA SCOTIA

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Paula
      Czach	 
	 	 	Name  
      Paula Czach	 
	 	 	Title    
      Director	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd,

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ George
      Stoecklein	 
	 	 	Name  
      George Stoecklein	 
	 	 	Title    
      Authorized Signatory	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              BANCO
      BILBAO VIZCAYA ARGENTARIA S.A.

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Krister
      Holm	 
	 	 	Name  
      Krister Holm	 
	 	 	Title    
      Managing Director	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                    	
                             

                          	
                            By:
      

                          	 /s/ Miguel
      Lara	 
	 	 	Name  
      Miguel Lara	 
	 	 	Title    
      Managing Director	 
	 	 	 	 


                  

                

                 

              

              
                
                  
                     

                    
                      	 	
                              INTESA
      SANPAOLO SPA,

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ John J.
      Michalisin	 
	 	 	Name  
      John J. Michalisin	 
	 	 	Title    
      First Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                    
                      	
                               

                            	
                              By:
      

                            	 /s/ Francesco Di
      Mario	 
	 	 	Name  
      Francesco Di Mario	 
	 	 	Title    
      First Vice President & Credit Manager	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              STANDARD
      CHARTERED BANK,

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Alan
      Babcock	 
	 	 	Name  
      Alan Babcock	 
	 	 	Title    
      Senior Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                    
                      
                        	
                                 

                              	
                                By:
      

                              	 /s/ Robert K.
      Reddington	 
	 	 	Name  
      Robert K. Reddington	 
	 	 	
                                Title    
      AVP/Credit Documentation

                                        Credit Risk
      Control

                              	 
	 	 	 	 


                      

                    

                  

                

                 

              

              
                
                  
                     

                    
                      	 	
                              Toronto
      Dominion (New York) LLC

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Debbi
      Brito	 
	 	 	Name  
      Debbi Brito	 
	 	 	Title    
      Authorized Signatory	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              The
      Bank of New York Mellon,

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Richard K.
      Fronapfel, Jr.	 
	 	 	Name  
      Richard K. Fronapfel, Jr.	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              THE
      NORTHERN TRUST COMPANY

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Peter J.
      Hallan	 
	 	 	Name  
      Peter J. Hallan	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              U.S.
      Bank, N.A.

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Christopher T.
      Kordes	 
	 	 	Name  
      Christopher T. Kordes	 
	 	 	Title    
      Senior Vice President	 
	 	 	 	 


                    

                  

                   

                

              

              
                
                  
                     

                    
                      	 	
                              WELLS
      FARGO BANK, NATIONAL ASSOCIATION

                            	 
	 	 	 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/ Megan
      Donnelly	 
	 	 	Name  
      Megan Donnelly	 
	 	 	Title    
      Vice President	 
	 	 	 	 


                    

                  

                   

                   

                

              

            

          

          
            
              
                	 	
                        Bank
      Leumi USA

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:

                      	/s/  Joung
      Hee Hong	 
	 	 	Name: 
      Joung Hee Hong	 
	 	 	Title:   
      First Vice President 	 
	 	 	 	 


              

            

          

           

          
            
              
                 

                
                  	 	
                          Bank
      of China, Los Angeles Branch

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/  Feng
      Chang	 
	 	 	Name: 
      Feng Chang	 
	 	 	Title:   
      Branch Manager & VP	 
	 	 	 	 


                

                 

                
                  
                    
                       

                      
                        	 	
                                Bank
      of China, New York Branch

                              	 
	 	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	/s/  Xiaojing
      Li	 
	 	 	Name: 
      Xiaojing Li	 
	 	 	Title:   
      General Manager	 
	 	 	 	 


                      

                       

                      
                        
                          
                             

                            
                              	 	
                                      Bank
      of Communications Co., Ltd.,

                                      New
      York Branch

                                    	 
	 	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	/s/  Henry
      Hao	 
	 	 	Name: 
      Henry Hao	 
	 	 	Title:   
      Deputy General Manager	 
	 	 	 	 


                            

                             

                            
                              
                                
                                   

                                  
                                    	 	
                                            CHINA
      MERCHANTS BANK CO., LTD.

                                            NEW YORK
      BRANCH

                                          	 
	 	 	 	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	/s/  HUI
      FANG	 
	 	 	Name: 
      HUI FANG	 
	 	 	Title:   
      GENERAL MANAGER	 
	 	 	 	 


                                  

                                   

                                  
                                    
                                      
                                         

                                        
                                          	 	
                                                  DnB
      NOR Bank, ASA

                                                	 
	 	 	 	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	/s/  Thomas
      Tangen	 
	 	 	Name: 
      Thomas Tangen	 
	 	 	Title:    Senior
      Vice President 	 
	 	 	 	 
	 	 	 	 


                                          
                                            
                                              
                                                	
                                                         

                                                      	
                                                        By:

                                                      	/s/  Phil
      Kurpiewski	 
	 	 	Name: 
      Phil Kurpiewski	 
	 	 	Title:    Senior
      Vice President 	 


                                              

                                            

                                          

                                           

                                        

                                         

                                        
                                          
                                            
                                              
                                                	 	
                                                        Industrial
      and Commercial Bank of China

                                                           
      Limited, New York Branch

                                                      	 
	 	 	 	 
	 	 	 	 
	
                                                         

                                                      	
                                                        By:
      

                                                      	/s/   Mr.
      Bin Wu	 
	 	 	Name: 
      Mr. Bin Wu	 
	 	 	Title:   
      General Manager	 
	 	 	 	 


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
A

         

        


         

        ASSIGNMENT
AND ASSUMPTION

         

        This
Assignment and Assumption (the “Assignment and Assumption”) is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of
Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below  (as amended, the “Credit Agreement”), receipt of
a copy of which is hereby acknowledged by the Assignee.  The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to
and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.

         

        For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including guarantees included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

         

        1.           Assignor:______________________________

         

        2.           Assignee:______________________________

         

        [and is
an Affiliate/Approved Fund of [identify Lender]1]

         

        3.           Borrower:______________________________

         

        4.           Administrative
Agent:    ______________________, as the administrative
agent under the Credit Agreement

         

        5.           Credit
Agreement:                                           The
Asset Sale Facility Agreement dated as of May 6, 2009 among Merck & Co.,
Inc., the Guarantors parties thereto, the Lenders parties thereto, JPMorgan
Chase Bank, N.A., as Administrative Agent.

         

        6.           
Assigned Interest:

         

        
          
            
              
                	
                        Facility
      Assigned

                      	
                        Aggregate
      Amount of Commitment/Loans for all Lenders

                      	
                        Amount
      of Commitment/Loans Assigned

                      	
                        Percentage
      Assigned of Commitment/Loans2

                      
	 
      	
                          
      $

                      	
                          
      $

                      	
                        %

                      
	 
      	
                          
      $

                      	
                          
      $

                      	
                        %

                      
	 
      	
                          
      $

                      	
                          
      $

                      	
                        %

                      
	 
      	 
      	 
      	 
      


              

            

          

        

        


         

        Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

         

        The
Assignee agrees to deliver to the Administrative Agent a completed
Administrative Questionnaire in which the Assignee designates one or more Credit
Contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower[, the Loan Parties] and [its] [their]
Related Parties or their respective securities) will be made available and who
may receive such information in accordance with the Assignee’s compliance
procedures and applicable laws, including Federal and state securities
laws.

         

        The terms
set forth in this Assignment and Assumption are hereby agreed to:

         

         

        
          
            	 
      	
                    ASSIGNOR

                     

                    [NAME
      OF ASSIGNOR]

                     

                     

                  
	 
      	
                    By:

                  	
                     

                  
	 
      	
                    Title:

                  	 
      


          

        

         

        
           

          
            
              	 
      	
                      ASSIGNEE

                       

                      [NAME
      OF ASSIGNEE]

                       

                       

                    
	 
      	
                      By:

                    	
                       

                    
	 
      	
                      Title:

                    	 
      


            

          

           

        

         

        [Consented
to and]3
Accepted:

         

        
          
            
              	 
      	
                      [JPMORGAN
      CHASE BANK, N.A.], as

                      Administrative
      Agent

                       

                       

                    	 
      
	 
      	
                      By:

                    	
                       

                    	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      	 
      	 
      


            

          

          


           

          


           

          
            
              	 
      	
                      [Consented
      to:]4

                       

                    	 
      
	 
      	
                      [MERCK
      & CO. INC]

                       

                       

                       

                    	 
      
	 
      	
                      By:

                    	
                       

                    	 
      	 
      
	 
      	
                      Title:

                    	 
      	 
      	 
      	 
      


            

          

        

         

         

        
           

          _________________________

          1 Select as
applicable.

           

          2 Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.

3 To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

         

        4
To be added only if the consent of the Borrower is required by the terms of the
Credit Agreement.

        
           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

          
           

           

        

        ANNEX
1

         

        STANDARD
TERMS AND CONDITIONS FOR

        ASSIGNMENT
AND ASSUMPTION

         

        1.           Representations and
Warranties.

         

        1.1.           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

         

        1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it is an Eligible Assignee and
satisfies the other requirements, if any, specified in the Credit Agreement that
are required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

         

        2.           Payments.  From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

         

        3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
B

         

        GUARANTOR
JOINDER AGREEMENT

         

        GUARANTOR
JOINDER AGREEMENT dated as of [___], by [name of additional Guarantor] (the
“Guarantor”) and
JPMorgan Chase Bank, N.A., as Administrative Agent.

         

        WHEREAS,
Merck & Co., Inc., the Guarantors party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, and the other lenders and agents named therein are
parties to an Asset Sale Facility Agreement dated as of May 6, 2009 (as
heretofore amended and/or supplemented, the “Credit
Agreement”);

         

        WHEREAS,
Guarantor desires to become a party to the Credit Agreement as a Guarantor
thereunder; and

         

        WHEREAS,
terms defined in the Credit Agreement and not otherwise defined herein have, as
used herein, the respective meanings provided for therein;

         

        NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follows:

         

        
          1.           Affiliate
Guarantee.  The Guarantor unconditionally guarantees the full
and punctual payment of each Guaranteed Obligation when due (whether at stated
maturity, upon acceleration or otherwise).  The Guarantor acknowledges
that, by signing this Guarantor Joinder Agreement and delivering it to the
Administrative Agent, the Guarantor becomes a “Guarantor” and “Credit Party” for
all purposes of the Credit Agreement and that its obligations under the
foregoing Affiliate Guarantee are subject to all the provisions of the Credit
Agreement (including those set forth in Article 10 thereof) applicable to the
obligations of a Guarantor thereunder.

           

          2.           Party to Credit
Agreement.  Upon delivering this Guarantor Joinder Agreement to
the Administrative Agent, the Guarantor will become a party to the Credit
Agreement and will thereafter have all the rights and obligations of a Guarantor
and a Credit Party thereunder and be bound by all the provisions thereof as
fully as if the Guarantor were one of the original parties thereto.

           

          3,           Representations and
Warranties.  Each of the representations and warranties set
forth in Article 3 of
the Credit Agreement is true as applied to the Guarantor.  For
purposes of the foregoing sentence, references in said Sections to a “Guarantor”
or a “Credit Party” shall be deemed to include a reference to the
Guarantor.

           

          4.           Governing
Law.  This Guarantor Joinder Agreement shall be construed in
accordance with and governed by the laws of the State of New
York.

        

         

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

         

        
           

          
            
              	 
      	
                      [NAME
      OF GUARANTOR].

                       

                       

                       

                    
	 
      	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

            


             

            


             

            
              	 
      	
                      JPMORGAN
      CHASE BANK, N.A.,

                           
      Administrative Agent

                       

                       

                    
	 
      	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

           

        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
C

        


        [Form of
Borrowing Request]

        


        NOTICE OF
BORROWING5

        


        


        


        JPMorgan
Chase Bank, N.A.,

          as
Administrative Agent for the Lenders parties

          to
the Credit Agreement

          referred
to below

        Loan and
Agency Services Group,

        1111
Fannin, 10th Floor,

        Houston,
Texas 77002

        


        [Date]

        


        Ladies
and Gentlemen:

        


                   We
refer to the Asset Sale Facility Agreement dated as of May 6, 2009 (the “Credit Agreement”; capitalized terms
that are used herein but not otherwise defined herein shall have the meaning
ascribed to them in the Credit Agreement) among the undersigned, certain lenders
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and hereby
give you notice pursuant to Section 2.03 of the Credit Agreement as
follows:

         

         

        
          
            
              
                
                  
                    
                      	 
      	
                              Principal
      Amount2:

                            	 
      	 
      
	 
      	
                              Date
      of the Borrowing3:

                            	 
      	 
      
	 
      	
                              Type4:

                            	 
      	 
      
	 
      	
                              Initial
      Interest Period5:

                            	 
      	 
      
	 
      	
                              Borrower
      Information6:

                            	 
      	 
      


                    

                  

                

              

            

          

        

         

         

        
           

          
            
              
                	 	
                        Very
      truly yours,

                         

                         

                      
	 
      	
                        MERCK
      & CO., INC.

                         

                         

                         

                      
	 
      	
                        By:

                      	
                         

                      
	 
      	
                        Name:

                      	 
      
	 
      	
                        Title:

                      	 
      


              

            

            
 

          

        

        ___________________________________

         

        
          1           This
letter shall be delivered no later than (x) in the case of an ABR Borrowing,
12:00 noon (New York City time) on the date of such Borrowing (which shall be a
Business Day), and (y) in the case of a Eurodollar Borrowing, 12:00 noon (New
York City time) on the date three Business Days before the date of such
Borrowing.

        

         

                       
2           Such
amounts shall be in an aggregate amount of $10,000,000 or an integral multiple
of $1,000,000 in excess thereof.

          
          3           On
any Business Day.

        

          
          4           Either,
“ABR Borrowing” or “Eurodollar Borrowing.”

        

          
          5           Only
for Eurodollar Borrowings.

        

          
          6           The
location and number of the Borrower’s account to which funds are to be
disbursed.

           

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
D

        


        [Form of
Interest Election Request]

        


        NOTICE OF
INTEREST ELECTION1

        


        


        


        JPMorgan
Chase Bank, N.A.,

          as
Administrative Agent for the Lenders parties

          to
the Credit Agreement

          referred
to below

        Loan and
Agency Services Group,

        1111
Fannin, 10th Floor,

        Houston,
Texas 77002

        


        [Date]

        


        Ladies
and Gentlemen:

        


                   We
refer to the Asset Sale Facility Agreement dated as of May 6, 2009 (the “Credit Agreement” capitalized terms
that are used herein but not otherwise defined herein shall have the meaning
ascribed to them in the Credit Agreement) among the undersigned, certain lenders
party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and hereby
give you notice pursuant to Section 2.05 of the Credit Agreement as
follows:

         

        
           

           

          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Principal
      Amount2:

                                	 
      	 
      
	 
      	
                                  Date
      of the Borrowing3:

                                	 
      	 
      
	 
      	
                                  Type4:

                                	 
      	 
      
	 
      	
                                  Initial
      Interest Period5:

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

           

          
            


            
               

              
                
                  
                    	 	
                            Very
      truly yours,

                             

                             

                          
	 
      	
                            MERCK
      & CO., INC.

                             

                             

                             

                          
	 
      	
                            By:

                          	
                             

                          
	 
      	
                            Name:

                          	 
      
	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

         

        _____________________________________

         

        2           This
letter shall be delivered no later than (x) in the case of an ABR Borrowing,
12:00 noon (New York City time) on the date of such Borrowing (which shall be a
Business Day), and (y) in the case of a Eurodollar Borrowing, 12:00 noon (New
York City time) on the date three Business Days before the date of such
Borrowing.

          
          3           The
Borrowing to which this Interest Election Request applies and, if different
options are being elected with respect to different portions of the Borrowing,
the portions thereof to be allocated to each resulting Borrowing (in which case
the Type and Applicable Interest Period shall be specified for each resulting
Borrowing).

        

          
          4           The
effective date of the election made pursuant to this Interest Election Request,
which shall be a Business Day.

        

          
          5           Whether
the resulting Borrowing is to be an ABR Borrowing or Eurodollar
Borrowing.

        

          
          6           Only
for Eurodollar Borrowings.

           

        

        


        
           

          
             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
EXHIBIT
E

          

        

        


        [Form of
Section 2.14(e) Certificate]

        


        CERTIFICATE

        


        


        Reference
is made to the Asset Sale Facility Agreement dated as of May 6, 2009 (as from
time to time amended, the “Credit Agreement”) among Merck
& Co., Inc., certain Designated Borrowers (if any), certain lenders parties
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such
capacity, the “Administrative
Agent”).  Capitalized terms used herein that are not defined
herein shall have the meanings ascribed to them in the Credit
Agreement.  Pursuant to Section 2.14(e) of the Credit Agreement, [Name
of Foreign Lender] (the “Lender”) hereby certifies
that:

        


        
          	
                  1.

                	
                  The
      Lender is the sole record and beneficial owner of the interest in the
      Loans and Commitments (the “Interest”) in respect of
      which it is providing this
certificate.

                


        

        


        
          	
                  2.

                	
                  The
      Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code,
      including that the Lender is not subject to regulatory or other legal
      requirements as a bank in any jurisdiction and has not been treated as a
      bank for purposes of any tax, securities law or other filing or submission
      made to any Governmental Authority, any application made to a rating
      agency or qualification for any exemption from tax, securities law or
      other legal requirements.

                


        

        


        
          	
                  3.

                	
                  The
      Lender meets all of the requirements under Section 871(h) or 881(c) of the
      Code and the U.S. Treasury regulations thereunder to be eligible for a
      complete exemption from withholding of United States federal income tax on
      interest payments made to it under the Loan Documents, including without
      limitation, that it is not a 10-percent shareholder (within the meaning of
      Section 871(h)(3)(B) of the Code) of the Company and amounts received by
      it pursuant to the Loan Documents are not effectively connected with its
      conduct of a trade or business in the United
  States.

                


        

        


        
          	
                  4.

                	
                  The
      Lender shall promptly notify the Company and the Administrative Agent if
      any of the certifications made herein are no longer true and
      correct.

                


        

         

        IN
WITNESS WHEREOF, the undersigned has duly executed this
certificate.

        

           

          
            
              	 
      	
                      [NAME
      OF FOREIGN LENDER].

                       

                       

                       

                    
	 
      	
                      By:

                    	
                       

                    
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

            
 

            Date:_________________