Module and Segment Reference


    
      

    

    

      Exhibit
        4.3


      EXECUTION
        COPY

      


      $750,000,000

      


      AMENDED
        AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

      


      Dated
        as of

      


      December
        14, 2006

      


      among

       

      CENTURYTEL,
        INC.,

       

      THE
        LENDERS NAMED HEREIN,

      


      JPMORGAN
        CHASE BANK, N.A.

      


      as
        Administrative Agent,

      


      WACHOVIA
        BANK, N.A.,

      


      as
        Syndication Agent,

      


      BANK
        OF AMERICA, N.A., BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, SUNTRUST BANK,
        COBANK, ACB, LEHMAN BROTHERS BANK, FSB,

      REGIONS
        BANK and WILLIAM STREET COMMITMENT CORPORATION,

      


      as
        Co-Documentation Agents

       

      
        
          

        

      

       

      
        	
                J.P.
                  MORGAN SECURITIES INC.

              	
                WACHOVIA
                  CAPITAL MARKETS LLC

              


      

      


      As
        Joint Bookrunners and Co-Lead Arrangers



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Table
        of Contents

      


      
        	 	
                Page

              
	
                SECTION
                  1 DEFINITIONS.

              	
                1

              
	 	
                1.1.

              	
                Certain
                  Defined Terms.

              	
                1

              
	 	
                1.2.

              	
                Accounting
                  Principles.

              	
                16

              
	 	
                1.3.

              	
                Other
                  Definitional Provisions.

              	
                16

              
	 	 	 	
                 

              
	
                SECTION
                  2 FACILITIES.

              	
                17

              
	 	
                2.1.

              	
                Commitments.

              	
                17

              
	 	
                2.2.

              	
                Procedure
                  for Loan Borrowing.

              	
                18

              
	 	
                2.3.

              	
                Conversion
                  and Continuation Options.

              	
                18

              
	 	
                2.4.

              	
                Fees.

              	
                19

              
	 	
                2.5.

              	
                Optional
                  Termination and Reduction of Commitments.

              	
                19

              
	 	
                2.6.

              	
                Limitations
                  on Eurodollar Tranches.

              	
                20

              
	 	
                2.7.

              	
                Interest
                  Rates and Payment Dates.

              	
                20

              
	 	
                2.8.

              	
                Alternate
                  Rate of Interest for Eurodollar Loans.

              	
                21

              
	 	
                2.9.

              	
                Mandatory
                  and Optional Prepayment of Loans.

              	
                21

              
	 	
                2.10.

              	
                Reserve
                  Requirements; Change in Circumstances.

              	
                21

              
	 	
                2.11.

              	
                Change
                  in Legality.

              	
                23

              
	 	
                2.12.

              	
                Indemnity.

              	
                24

              
	 	
                2.13.

              	
                Pro
                  Rata Treatment.

              	
                24

              
	 	
                2.14.

              	
                Sharing
                  of Setoffs.

              	
                24

              
	 	
                2.15.

              	
                Payments.

              	
                25

              
	 	
                2.16.

              	
                Calculation
                  of Eurodollar Rate.

              	
                26

              
	 	
                2.17.

              	
                Computation
                  of Interest and Fees.

              	
                26

              
	 	
                2.18.

              	
                Booking
                  Loans.

              	
                26

              
	 	
                2.19.

              	
                Quotation
                  of Rates.

              	
                26

              
	 	
                2.20.

              	
                Taxes

              	
                26

              
	 	 	 	
                 

              
	
                SECTION
                  3 LETTERS OF CREDIT

              	
                28

              
	 	
                3.1.

              	
                L/C
                  Commitment

              	
                28

              
	 	
                3.2.

              	
                Procedure
                  for Issuance of Letter of Credit

              	
                29

              
	 	
                3.3.

              	
                Fees
                  and Other Charges

              	
                29

              
	 	
                3.4.

              	
                L/C
                  Participations

              	
                29

              
	 	
                3.5.

              	
                Reimbursement
                  Obligation of the Borrower

              	
                30

              
	 	
                3.6.

              	
                Obligations
                  Absolute

              	
                30

              
	 	
                3.7.

              	
                Letter
                  of Credit Payments

              	
                31

              
	 	
                3.8.

              	
                Applications

              	
                31

              
	 	 	 	
                 

              
	
                SECTION
                  4 REPRESENTATIONS AND WARRANTIES.

              	
                31

              
	 	
                4.1.

              	
                Purpose
                  of Credit Facility.

              	
                31

              
	 	
                4.2.

              	
                Corporate
                  Existence, Good Standing, and Authority.

              	
                31

              
	 	
                4.3.

              	
                Significant
                  Subsidiaries.

              	
                31

              
	 	
                4.4.

              	
                Financial
                  Statements.

              	
                32

              
	 	
                4.5.

              	
                Compliance
                  with Laws, Charter, and Agreements.

              	
                32

              
	 	
                4.6.

              	
                Litigation.

              	
                32

              
	 	
                4.7.

              	
                Taxes.

              	
                32

              
	 	
                4.8.

              	
                Environmental
                  Matters.

              	
                32

              
	 	
                4.9.

              	
                Employee
                  Benefit Plans.

              	
                33

              


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                4.10.

              	
                Properties;
                  Liens.

              	
                33

              
	 	
                4.11.

              	
                Holding
                  Company and Investment Company Status.

              	
                33

              
	 	
                4.12.

              	
                Transactions
                  with Affiliates.

              	
                33

              
	 	
                4.13.

              	
                Leases.

              	
                33

              
	 	
                4.14.

              	
                Labor
                  Matters.

              	
                34

              
	 	
                4.15.

              	
                Insurance.

              	
                34

              
	 	
                4.16.

              	
                Solvency.

              	
                34

              
	 	
                4.17.

              	
                Business.

              	
                34

              
	 	
                4.18.

              	
                General.

              	
                34

              
	 	 	 	
                 

              
	
                SECTION
                  5 CONDITIONS PRECEDENT.

              	
                34

              
	 	
                5.1.

              	
                Initial
                  Loan.

              	
                34

              
	 	
                5.2.

              	
                Each
                  Revolving Extension of Credit.

              	
                35

              
	 	
                5.3.

              	
                Materiality
                  of Conditions.

              	
                36

              
	 	
                5.4.

              	
                Waiver
                  of Conditions.

              	
                36

              
	 	 	 	
                 

              
	
                SECTION
                  6 AFFIRMATIVE COVENANTS.

              	
                36

              
	 	
                6.1.

              	
                Use
                  of Proceeds.

              	
                36

              
	 	
                6.2.

              	
                Books
                  and Records.

              	
                36

              
	 	
                6.3.

              	
                Items
                  to be Furnished.

              	
                36

              
	 	
                6.4.

              	
                Inspection.

              	
                37

              
	 	
                6.5.

              	
                Taxes.

              	
                37

              
	 	
                6.6.

              	
                Payment
                  of Obligations.

              	
                38

              
	 	
                6.7.

              	
                Expenses.

              	
                38

              
	 	
                6.8.

              	
                Maintenance
                  of Existence, Assets, Business, and Insurance.

              	
                38

              
	 	
                6.9.

              	
                Preservation
                  and Protection of Rights.

              	
                38

              
	 	
                6.10.

              	
                Environmental
                  Laws.

              	
                38

              
	 	
                6.11.

              	
                Environmental
                  Indemnification.

              	
                39

              
	 	 	 	 
	
                SECTION
                  7 NEGATIVE COVENANTS.

              	
                39

              
	 	
                7.1.

              	
                Employee
                  Benefit Plans.

              	
                39

              
	 	
                7.2.

              	
                Liens.

              	
                39

              
	 	
                7.3.

              	
                Restricted
                  Payments.

              	
                39

              
	 	
                7.4.

              	
                Mergers
                  and Consolidations.

              	
                39

              
	 	
                7.5.

              	
                Loans,
                  Advances, and Investments.

              	
                40

              
	 	
                7.6.

              	
                Transactions
                  with Affiliates.

              	
                41

              
	 	
                7.7.

              	
                Sale
                  of Assets.

              	
                41

              
	 	
                7.8.

              	
                Compliance
                  with Laws and Documents.

              	
                42

              
	 	
                7.9.

              	
                New
                  Businesses.

              	
                42

              
	 	
                7.10.

              	
                Assignment.

              	
                42

              
	 	
                7.11.

              	
                Fiscal
                  Year.

              	
                42

              
	 	
                7.12.

              	
                Holding
                  Company and Investment Company Status.

              	
                42

              
	 	
                7.13.

              	
                Amendments
                  to Equity Units Documentation.

              	
                42

              
	 	
                7.14.

              	
                Financial
                  Covenants.

              	
                43

              
	 	 	 	
                 

              
	
                SECTION
                  8 DEFAULT

              	
                44

              
	 	
                8.1.

              	
                Payment
                  of Obligation.

              	
                44

              
	 	
                8.2.

              	
                Covenants.

              	
                44

              
	 	
                8.3.

              	
                Debtor
                  Relief.

              	
                44

              
	 	
                8.4.

              	
                Attachment.

              	
                44

              
	 	
                8.5.

              	
                Payment
                  of Judgments.

              	
                45

              


      

      

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                8.6.

              	
                Default
                  Under Other Agreements.

              	
                45

              
	 	
                8.7.

              	
                Misrepresentation.

              	
                45

              
	 	
                8.8.

              	
                Change
                  in Control.

              	
                45

              
	 	
                8.9.

              	
                ERISA.

              	
                46

              
	 	
                8.10.

              	
                Validity
                  and Enforceability of Loan Papers.

              	
                46

              
	 	 	 	 
	
                SECTION
                  9 RIGHTS AND REMEDIES

              	
                46

              
	 	
                9.1.

              	
                Remedies
                  Upon Event of Default.

              	
                46

              
	 	
                9.2.

              	
                Waivers.

              	
                47

              
	 	
                9.3.

              	
                Performance
                  by Administrative Agent.

              	
                47

              
	 	
                9.4.

              	
                Delegation
                  of Duties and Rights.

              	
                47

              
	 	
                9.5.

              	
                Lenders
                  Not in Control.

              	
                47

              
	 	
                9.6.

              	
                Waivers
                  by Lenders.

              	
                47

              
	 	
                9.7.

              	
                Cumulative
                  Rights.

              	
                48

              
	 	
                9.8.

              	
                Application
                  of Proceeds.

              	
                48

              
	 	
                9.9.

              	
                Certain
                  Proceedings.

              	
                48

              
	 	
                9.10.

              	
                Setoff.

              	
                48

              
	 	 	 	 
	
                SECTION
                  10 THE AGENTS.

              	
                48

              
	 	
                10.1.

              	
                Appointment.

              	
                48

              
	 	
                10.2.

              	
                Delegation
                  of Duties.

              	
                49

              
	 	
                10.3.

              	
                Exculpatory
                  Provisions.

              	
                49

              
	 	
                10.4.

              	
                Reliance
                  of Administrative Agent.

              	
                49

              
	 	
                10.5.

              	
                Notice
                  of Default.

              	
                50

              
	 	
                10.6.

              	
                Non-Reliance
                  on Agents and Other Lenders.

              	
                50

              
	 	
                10.7.

              	
                Indemnification.

              	
                50

              
	 	
                10.8.

              	
                Agent
                  in its Individual Capacity.

              	
                51

              
	 	
                10.9.

              	
                Successor
                  Administrative Agent.

              	
                51

              
	 	
                10.10.

              	
                Co-Documentation
                  Agents and Syndication Agent.

              	
                51

              
	 	 	 	
                 

              
	
                SECTION
                  11 MISCELLANEOUS.

              	
                51

              
	 	
                11.1.

              	
                Changes
                  in GAAP.

              	
                51

              
	 	
                11.2.

              	
                Money
                  and Interest.

              	
                52

              
	 	
                11.3.

              	
                Number
                  and Gender of Words.

              	
                52

              
	 	
                11.4.

              	
                Headings.

              	
                52

              
	 	
                11.5.

              	
                Exhibits.

              	
                52

              
	 	
                11.6.

              	
                Notices.

              	
                52

              
	 	
                11.7.

              	
                Exceptions
                  to Covenants.

              	
                53

              
	 	
                11.8.

              	
                Survival.

              	
                54

              
	 	
                11.9.

              	
                Governing
                  Law.

              	
                54

              
	 	
                11.10.

              	
                Submission
                  to Jurisdiction; Waivers.

              	
                54

              
	 	
                11.11.

              	
                WAIVERS
                  OF JURY TRIAL.

              	
                54

              
	 	
                11.12.

              	
                Severability.

              	
                55

              
	 	
                11.13.

              	
                Integration.

              	
                55

              
	 	
                11.14.

              	
                Amendments,
                  Etc.

              	
                55

              
	 	
                11.15.

              	
                Waivers.

              	
                56

              
	 	
                11.16.

              	
                Governmental
                  Regulation.

              	
                56

              
	 	
                11.17.

              	
                Multiple
                  Counterparts.

              	
                56

              
	 	
                11.18.

              	
                Successors
                  and Assigns; Participations; Assignments.

              	
                56

              
	 	
                11.19.

              	
                Confidentiality.

              	
                59

              


      

      

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                11.20.

              	
                Patriot
                  Act.

              	
                60

              
	 	
                11.21.

              	
                Conflicts
                  and Ambiguities.

              	
                60

              
	 	
                11.22.

              	
                GENERAL
                  INDEMNIFICATION.

              	
                60

              


      

      


      


      SCHEDULES

      


      
        	
                Commitments

              	
                Schedule 1

              
	
                Transactions
                  with Affiliates

              	
                Schedule 4.12

              
	
                Business
                  of Companies

              	
                Schedule 4.17

              


      

      


      EXHIBITS

      


      
        	
                Revolving
                  Note

              	
                Exhibit
                  A

              
	
                Opinion
                  of Borrower’s Counsel 

              	
                Exhibit
                  B

              
	
                Financial
                  Report Certificate

              	
                Exhibit
                  C

              
	
                Assignment
                  and Assumption

              	
                Exhibit
                  D

              
	
                Increased
                  Facility Activation Notice

              	
                Exhibit
                  E

              
	
                New
                  Lender Supplement

              	
                Exhibit
                  F

              


      

      

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

      

       

      AMENDED
        AND RESTATED CREDIT AGREEMENT (this “Agreement”),
        dated
        as of December 14, 2006, among CENTURYTEL, INC., a Louisiana corporation
        (the
“Borrower”),
        the
        several banks and other financial institutions or entities from time to time
        parties to this Agreement (the “Lenders”),
        WACHOVIA BANK, N.A., as syndication agent (in such capacity, the “Syndication
        Agent”),
        BANK
        OF AMERICA, N.A., BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, SUNTRUST BANK,
        COBANK, ACB, LEHMAN BROTHERS BANK, FSB, REGIONS BANK and WILLIAM STREET
        COMMITMENT CORPORATION, as co-documentation agents (in such capacity, the
        “Co-Documentation
        Agents”),
        and
        JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
        “Administrative
        Agent”).

      


      W I T N E S S E T H
        :

      


      WHEREAS,
        the Borrower entered into the Credit Agreement, dated as of March 7, 2005
        (the
“Existing
        Credit Agreement”),
        with
        the several banks and other financial institutions or entities parties thereto,
        the syndication agent and co-documentation agents named therein and JPMorgan
        Chase Bank, N.A., as administrative agent;

      


      WHEREAS,
        the parties hereto have agreed to amend and restate the Existing Credit
        Agreement as provided in this Agreement, which Agreement shall become effective
        upon the satisfaction of the conditions precedent set forth in Section 5.1
        hereof; and

      


      WHEREAS,
        it is the intent of the parties hereto that this Agreement not constitute
        a
        novation of the obligations and liabilities existing under the Existing Credit
        Agreement and which remain outstanding or evidence repayment of any of such
        obligations and liabilities and that this Agreement amend and restate in
        its
        entirety the Existing Credit Agreement and re-evidence the obligations of
        the
        Borrower outstanding thereunder;

      


      NOW,
        THEREFORE, in consideration of the above premises, the parties hereto hereby
        agree that, effective on the Effective Date (as defined below), the Existing
        Credit Agreement shall be amended and restated in its entirety as
        follows:

      


      SECTION
        1

      


      DEFINITIONS

       

      
        	 	
                1.1

              	
                Certain
                  Defined Terms.

              


      

      


      As
        used
        in this Agreement, the following terms shall have the following meanings
        (such
        meanings to be equally applicable to both the singular and plural forms of
        the
        terms defined):

      


      “ABR”
        means,
        for any day, a rate per annum (rounded upwards, if necessary, to the next
        1/16
        of 1%) equal to the greater of (a) the Prime Rate in effect on such day and
        (b)
        the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. For
        purposes hereof: “Prime Rate” shall mean the rate of interest per annum publicly
        announced from time to time by JPMorgan Chase Bank as its prime rate in effect
        at its principal office in New York City (the Prime Rate not being intended
        to
        be the lowest rate of interest charged by JPMorgan Chase Bank in connection
        with
        extensions of credit to debtors). Any change in the ABR due to a change in
        the
        Prime Rate or the Federal Funds Effective Rate shall be effective as of the
        opening of business on the effective day of such change in the Prime Rate
        or the
        Federal Funds Effective Rate, respectively.

      


      “ABR
        Loan”
        means
        any Loan the rate of interest applicable to which is based upon the
        ABR.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      “Acquisitions”
        means
        the acquisition by the Borrower or its Subsidiaries of at least a majority
        of
        the capital stock or all or substantially all of the Property of another
        Person,
        division of another Person or other business unit of another Person, whether
        or
        not involving a merger or consolidation of such Person, provided that such
        Person or Property is used or useful in the same or a similar line of business
        as set forth on Schedule 4.17 hereto (or any reasonable extensions or expansions
        thereof). “Adjusted
        Consolidated Net Worth” means, as of the date of determination, Consolidated Net
        Worth minus (i) deferred assets other than prepaid insurance, prepaid
        taxes, prepaid interest, extraordinary retirements, and deferred charges
        where
        such deferred charges are considered by Tribunals when setting rates,
        (ii) patents, copyrights, trademarks, trade names, franchises, experimental
        expense, goodwill (other than goodwill arising from the purchase of capital
        stock or assets of a Person engaged in the business described on Schedule
        4.17)
        and similar intangible or intellectual property, and (iii) unamortized debt
        discount and expense (other than debt discount and expense of the Companies
        located in jurisdictions where such items are considered by Tribunals when
        setting rates).

      


      “Administrative
        Agent”
        is
        defined in the introduction to this Agreement. “Affiliate”
        of any Person means any other individual or entity that directly or indirectly
        controls, or is controlled by, or is under common control with, such Person,
        and, for purposes of this definition only, “control,” “controlled by,” and
“under common control with” mean possession, directly or indirectly, of the
        power to direct or cause the direction of the management or policies of such
        Person (whether through ownership of Voting Stock, by contract, or
        otherwise).

      


      “Agents”
        means
        the Administrative Agent, the Syndication Agent and the Co-Documentation
        Agents.

      


      “Agreement”
        means
        this Five-Year Revolving Credit Agreement, as the same may be amended,
        supplemented, modified or restated from time to time.

      


      “Applicable
        Margin”
        means,
        at the time of any determination thereof, for purposes of all Eurodollar
        Loans,
        the margin of interest over the Eurodollar Rate which is applicable at the
        time
        of any determination of interest rates under this Agreement, which Applicable
        Margin shall be adjusted based on the Senior Unsecured Long-Term Debt Rating,
        as
        determined as of the last day of the immediately preceding fiscal quarter
        of the
        Borrower, as follows:

      


      
        	
                Senior
                  Unsecured Long-Term Debt Rating

              	
                Applicable
                  Margin

              
	
                A-
                  or A3 or better

              	
                25.0
                  basis points

              
	
                BBB+
                  or Baal

              	
                35.0
                  basis points

              
	
                BBB
                  or Baa2

              	
                45.0
                  basis points

              
	
                BBB-
                  or Baa3

              	
                55.0
                  basis points

              
	
                Below
                  BBB- or Baa3

              	
                75.0
                  basis points

              


      

      


      “Application”
means
        an application, in such form as the Issuing Lender may specify from time
        to
        time, requesting the Issuing Lender to open a Letter of Credit. 

      


      “Approved
        Fund”
is
        defined in Section 11.18(b)(ii).


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Assignee”
is
        defined in Section 11.18(b)(i).

      


      “Assignment
        and Assumption”
means
        an Assignment and Assumption, substantially in the form of Exhibit
        D.

      


      “Attributable
        Debt”
means,
        in respect of any sale and leaseback transaction, at the time of determination,
        the present value of the obligation of the lessee for net rental payments
        during
        the remaining term of the lease included in such sale and leaseback transaction
        including any period for which such lease has been extended or may, at the
        sole
        option of the lessor, be extended. Such present value shall be calculated
        using
        a discount rate equal to the rate of interest implicit in such transaction,
        determined in accordance with GAAP.

      


      “Available
        Commitment”
means
        as to any Lender at any time, an amount equal to the excess, if any, of (a)
        such
        Lender’s Commitment then in effect over
        (b) the
        aggregate principal amount of Revolving Extensions of Credit made by such
        Lender.

      


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

      


      “Borrower”
is
        defined in the introduction to this Agreement.

      


      “Borrowing”
        means a
        borrowing consisting of simultaneous Loans from each of the Lenders distributed
        ratably among the Lenders in accordance with their respective
        Commitments.

      


      “Borrowing
        Date”
means
        the Business Day upon which the proceeds of any Borrowing are to be made
        available to the Borrower.

      


      “Business
        Day”
means
        a
        day other than a Saturday, Sunday or other day on which commercial banks
        in New
        York City are authorized or required by law to close, provided,
        that
        with respect to notices and determinations in connection with, and payments
        of
        principal and interest on, Eurodollar Loans, such day is also a day for trading
        by and between banks in Dollar deposits in the interbank eurodollar
        market.

      


      “Capital
        Stock”
means
        any and all shares, interests, participations or other equivalents (however
        designated) of capital stock of a corporation, any and all equivalent ownership
        interests in a Person (other than a corporation) and any and all warrants,
        rights or options to purchase any of the foregoing.

      


      “Cash
        Equivalents”
        means,
        as
        at any
        date, (a) securities
        issued or directly and fully guaranteed or insured by the United States or
        any
        agency or instrumentality thereof (provided
        that the
        full faith and credit of the United States is pledged in support thereof)
        having
        maturities of not more than twelve months from the date of acquisition,
        (b) dollar denominated time deposits and certificates of deposit of
        (i) any Lender, (ii) any domestic commercial bank of recognized
        standing having capital and surplus in excess of $500,000,000 or (iii) any
        bank whose short-term commercial paper rating from S&P is at least A-1 or
        the equivalent thereof or from Moody's is at least P-1 or the equivalent
        thereof
        (any such bank being an “Approved
        Bank”),
        in
        each case with maturities of not more than 270 days from the date of
        acquisition, (c) commercial paper and variable or fixed rate notes issued
        by any Approved Bank (or by the parent company thereof) or any variable rate
        notes issued by, or guaranteed by, any domestic corporation rated A-1 (or
        the
        equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
        better by Moody's and maturing within six months of the date of acquisition,
        (d) repurchase agreements entered into by any Person with a bank or trust
        company (including any of the Lenders) or recognized securities dealer having
        capital and surplus in excess of $500,000,000 for direct obligations issued
        by
        or fully guaranteed by the United States in which such Person shall have
        a
        perfected first priority security interest (subject to no other Liens) and
        having, on the date of purchase thereof, a fair market value of at least
        100% of
        the amount of the repurchase obligations and (e) investments, classified in
        accordance with GAAP as current assets, in money market investment programs
        registered under the Investment Company Act of 1940, as amended, which are
        administered by reputable financial institutions having capital of at least
        $500,000,000 and the portfolios of which are limited to investments of the
        character described in the foregoing subdivisions (a) through
        (d).


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “CLO”
        is
        defined in Section 11.18(b)(ii).

      


      “Code”
means
        the Internal Revenue Code of 1986, as amended, together with rules and
        regulations promulgated thereunder.

      


      “Co-Documentation
        Agents”
is
        defined in the introduction to this Agreement.

      


      “Commitment”
means,
        as to any Lender, the obligation of such Lender to make Loans and participate
        in
        Letters of Credit in an aggregate principal amount not to exceed the amount
        set
        forth under the heading “Commitment” opposite such Lender’s name on Schedule 1
        or in the Assignment and Assumption pursuant to which such Lender became
        a party
        hereto, as the same may be changed from time to time pursuant to the terms
        hereof. The original amount of the Total Commitments is
        $750,000,000.

      


      “Commitment
        Fee”
is
        defined in Section 2.4(a).

      


      “Commitment
        Fee Percentage”
is
        defined in Section 2.4(a).

      


      “Commitment
        Period”
means
        the period from and including the Effective Date to the Termination Date.
        

      


      "Commitment
        Utilization Percentage"
        means
        on any day the percentage equivalent of a fraction (a) the numerator of which
        is
        the Used Commitment and (b) the denominator of which is the aggregate
        amount of the Total Commitments. Notwithstanding the foregoing, the Commitment
        Utilization Percentage shall be deemed to be 100% if any Loans or Letters
        of
        Credit remain outstanding after the Commitments hereunder have been
        terminated.

      


      “Companies”
means,
        collectively, the Borrower and its Subsidiaries and “Company” means any of the
        same.

      


      “Conduit
        Lender”
means
        any special purpose corporation organized and administered by any Lender
        for the
        purpose of making Loans otherwise required to be made by such Lender and
        designated by such Lender in a written instrument; provided,
        that
        the designation by any Lender of a Conduit Lender shall not relieve the
        designating Lender of any of its obligations to fund a Loan under this Agreement
        if, for any reason, its Conduit Lender fails to fund any such Loan, and the
        designating Lender (and not the Conduit Lender) shall have the sole right
        and
        responsibility to deliver all consents and waivers required or requested
        under
        this Agreement with respect to its Conduit Lender, and provided,
        further,
        that no
        Conduit Lender shall (a) be entitled to receive any greater amount pursuant
        to
        Section 2.10, 2.12, 2.20, 6.7 or 11.21 than the designating Lender would
        have
        been entitled to receive in respect of the extensions of credit made by such
        Conduit Lender or (b) be deemed to have any Commitment.

      


      “Confidential
        Information Memorandum”
means
        the Confidential Information Memorandum dated November 2006 and furnished
        to
        certain Lenders.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Consolidated
        Net Worth”
means,
        as of the date of determination, the amount of stated capital plus (or minus,
        in
        the case of a deficit) the capital surplus and earned surplus of the Companies,
        as calculated in accordance with GAAP (but treating Minority Interests in
        Subsidiaries as liabilities and excluding the contra-equity account resulting
        from the Borrower’s obligations under its employee stock ownership plan
        commitments). For purposes of this Agreement, Consolidated Net Worth shall
        exclude the effect of FASB Statements No. 101 (“Regulated
        Enterprises-Accounting for the Discontinuation of Application of FASB Statement
        No. 71”), 106 (“'Employers' Accounting for Postretirement Benefits Other than
        Pensions”), 142 (“Goodwill and Other Intangible Assets”) and 144 (“Accounting
        for the Impairment or Disposal of Long-Lived Assets”) of the Financial
        Accounting Standards Board.

      


      “Consolidated
        Total Funded Debt”
means,
        as of the date of determination, the aggregate principal amount of all Funded
        Debt of the Borrower and its Subsidiaries at such date, determined on a
        consolidated basis in accordance with GAAP.

      


      “Current
        Date”
means
        any date after November 15, 2006.

      


      “Current
        Financials”
means
        the consolidated Financial Statements of the Companies for the fiscal year
        ended
        December 31, 2005, and the nine months ended September 30,
        2006.

      


      “Debt”
means
        (without duplication), for any Person, all obligations, contingent or otherwise
        (including, without limitation, contingent obligations in connection with
        letters of credit), which in accordance with GAAP should be classified upon
        such
        Person’s balance sheet as liabilities, but in any event including, without
        limitation, whether or not such obligations in accordance with GAAP should
        be
        classified as liabilities, (a) liabilities secured (or for which the holder
        of such Debt has an existing Right, contingent or otherwise, to be so secured)
        by any Lien existing on property owned or acquired by such Person or a
        Subsidiary thereof (whether or not the liability secured thereby shall have
        been
        assumed), (b) obligations which have been or under GAAP should be
        capitalized for financial reporting purposes, (c) all guaranties,
        endorsements, and other contingent obligations with respect to Debt of others,
        including, but not limited to, any obligations to purchase, sell, or furnish
        property or services intended by a Company primarily for the purpose of enabling
        such other Person to make payment of any of such Person’s Debt, or to otherwise
        assure the holder of any of such Debt against loss with respect thereto,
        and
        (d) liabilities under any Swap Agreement.

      


      “Debt
        Rating”
means
        the public debt rating by S&P and Moody’s for that class of non-credit
        enhanced, senior unsecured debt with an original term of longer than one
        year
        issued by the Borrower which has the lowest rating of all classes of non-credit
        enhanced, senior unsecured debt with an original term of longer than one
        year
        issued by the Borrower.

      


      “Debtor
        Relief Laws”
means
        the Bankruptcy Code of the United States of America and all other applicable
        liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
        receivership, insolvency, reorganization, fraudulent transfer or conveyance,
        suspension of payments, or similar Laws from time to time in effect affecting
        the Rights of creditors generally.

      


      “Default”
means
        the occurrence of any event which with the giving of notice or the passage
        of
        time or both would become an Event of Default.

      


      “Dollars”
and
        “$”
means
        dollars in lawful currency of the United States.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “EBITDA”
means
        for any period, consolidated net income of the Companies for such period
        plus,
        without
        duplication and to the extent reflected as a charge in the statement of such
        consolidated net income for such period, the sum of (a) income tax expense,
        (b)
        interest expense, amortization or write-off of debt discount and debt issuance
        costs and commissions, discounts and other fees and charges associated with
        indebtedness (including the Loans), (c) depreciation and amortization, (d)
        any
        extraordinary or nonrecurring non-cash expenses or losses, (e) any non-cash
        charges resulting from requirements to mark-to-market Swap Agreements and
        (f)
        non-cash expenses or losses which result from the implementation of FASB
        statement of Financial Accounting Standards No. 142 (“Goodwill and Other
        Intangible Assets”) and 144 (“Accounting for the Impairment or Disposal of
        Long-Lived Assets”), and minus,
        (a) to
        the extent included in the statement of such consolidated net income for
        such
        period, any extraordinary, unusual or non-recurring income or gains (including,
        whether or not otherwise includable as a separate item in the statement of
        such
        consolidated net income for such period, gains on the sales of assets outside
        of
        the ordinary course of business) and (b) any cash payments made during such
        period in respect of items described in clause (d), (e) or (f) above subsequent
        to the fiscal quarter in which the relevant non-cash expenses or losses were
        reflected as a charge in the statement of consolidated net income, all as
        determined on a consolidated basis.

      


      “Effective
        Date”
means
        the date on which the conditions set forth in Section 5.1 shall have been
        satisfied, which date is December 14, 2006. 

      


      “Eligible
        Reinvestment”
means
        (i) any acquisition (whether or not constituting a capital expenditure, but
        not constituting an Acquisition) of assets or any business (or any substantial
        part thereof) used or useful in the same or a similar line of business as
        set
        forth on Schedule 4.17 hereto (or any reasonable extensions or expansions
        thereof) and (ii) any Acquisition.

      


      “Environmental
        Law”
means
        any Law that relates to the environment or handling or control of Hazardous
        Substances.

      


      “Equity
        Units”
means
        (i) the $500,000,000 aggregate principal amount of equity units issued by
        the
        Borrower on April 29, 2002 and (ii) any subsequent offering of equity units
        issued by the Borrower the structure, terms and conditions of which are
        substantially similar to the offering referred to in clause (i)
        above.

      


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

      


      “ERISA
        Affiliate”
means
        any company or trade or business (whether or not incorporated) which, for
        purposes of Title IV of ERISA, is a member of a group of which Borrower is
        a member and which is under common control with Borrower within the meaning
        of
        section 414 of the Code.

      


      “Eurocurrency
        Reserve Requirements”
mean,
        for any day as applied to a Eurodollar Loan, the aggregate (without duplication)
        of the maximum rates (expressed as a decimal fraction) of reserve requirements
        in effect on such day (including basic, supplemental, marginal and emergency
        reserves) under any regulations of the Board or other Tribunal having
        jurisdiction with respect thereto dealing with reserve requirements prescribed
        for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
        Regulation D of the Board) maintained by a member bank of the Federal Reserve
        System.

      


      “Eurodollar
        Base Rate”
means,
        with respect to each day during each Interest Period pertaining to a Eurodollar
        Loan, the rate per annum determined on the basis of the rate for deposits
        in
        Dollars for a period equal to such Interest Period commencing on the first
        day
        of such Interest Period appearing on Page 3750 of the Telerate screen as
        of
        11:00 A.M., London time, two Business Days prior to the beginning of such
        Interest Period. In the event that such rate does not appear on Page 3750
        of the
        Telerate screen (or otherwise on such screen), the “Eurodollar
        Base Rate”
shall
        be determined by reference to such other comparable publicly available service
        for displaying eurodollar rates as may be selected by the Administrative
        Agent
        or, in the absence of such availability, by reference to the rate at which
        the
        Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
        York
        City time, two Business Days prior to the beginning of such Interest Period
        in
        the interbank eurodollar market where its eurodollar and foreign currency
        and
        exchange operations are then being conducted for delivery on the first day
        of
        such Interest Period for the number of days comprised therein.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Eurodollar
        Loan”
means
        any Loan the rate of interest applicable to which is based upon the Eurodollar
        Rate.

      


      “Eurodollar
        Rate”
means,
        with respect to each day during each Interest Period pertaining to a Eurodollar
        Loan, a rate per annum determined for such day in accordance with the following
        formula (rounded upward to the nearest 1/100th of 1%):

      


      
        	
                Eurodollar
                  Base Rate

              
	
                1.00
                  - Eurocurrency Reserve Requirements

              


      

       

       

      “Eurodollar
        Tranche”
means
        the collective reference to Eurodollar Loans the then current Interest Periods
        with respect to all of which begin on the same date and end on the same later
        date (whether or not such Loans shall originally have been made on the same
        day).

      


      “Event
        of Default”
means
        any of the events described in Section 8, provided
        there
        has been satisfied any requirement in connection therewith for the giving
        of
        notice, lapse of time, or happening of any further condition, event, or
        act.

      


      "Excess
        Utilization Day"
        means
        each day on which the Commitment Utilization Percentage equals or exceeds
        50%.

      


      “Existing
        Credit Agreement”
is
        defined in the recitals to this Agreement.

      


      “Federal
        Funds Effective Rate”
means,
        for any day, the weighted average 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 of the quotations for the day of such
        transactions received by JPMorgan Chase Bank from three federal funds brokers
        of
        recognized standing selected by it.

      


      “Financial
        Officer”
means
        the chief financial officer, treasurer or controller of the
        Borrower.

      


      “Financial
        Report Certificate”
means
        a
        certificate substantially in the form of Exhibit C.

      


      “Financial
        Statements”
means
        balance sheets, income statements, statements of stockholders’ equity, and
        statements of cash flow prepared in comparative form to the corresponding
        period
        of the preceding fiscal year.

      


      “Funded
        Debt”
with
        respect to any Person, shall mean and include, as of any date as of which
        the
        amount thereof is to be determined, (a) indebtedness of such Person for
        borrowed money, (b) all obligations of such Person for the deferred purchase
        price of property or services (other than current trade payables incurred
        in the
        ordinary course of such Person’s business), (c) all obligations of such Person
        evidenced by notes, bonds, debentures or other similar instruments, (d) all
        indebtedness created or arising under any conditional sale or other title
        retention agreement with respect to property acquired by such Person (even
        though the rights and remedies of the seller or lender under such agreement
        in
        the event of default are limited to repossession or sale of such property),
        (e)
        liabilities secured (or for which the holder thereof has an existing Right,
        contingent or otherwise, to be so secured) by any Lien existing on property
        owned or acquired by such Person or a Subsidiary thereof (whether or not
        the
        liability secured thereby shall have been assumed), (f) obligations of such
        Person which have been or under GAAP should be capitalized for financial
        reporting purposes, and (g) Attributable Debt of such Person, but excluding
        (i) indebtedness secured by or borrowed against the cash surrender value of
        life insurance policies up to the amount of such cash surrender value and
        (ii)
        an amount equal to 80% of the outstanding principal amount of indebtedness
        under
        the Equity Units.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Funding
        Office”
means
        the office of the Administrative Agent specified in Section 11.6 or such
        other
        office as may be specified from time to time by the Administrative Agent
        as its
        funding office by written notice to the Borrower and the Lenders.

      


      “GAAP”
means
        generally accepted accounting principles of the Accounting Principles Board
        of
        the American Institute of Certified Public Accountants and the Financial
        Accounting Standards Board which are applicable as of the date of the Financial
        Statements in question.

      


      “Guaranty”
means
        by any particular Person, all obligations of such Person guaranteeing or
        in
        effect guaranteeing any Debt, dividend or other obligation of any other Person
        (the “primary obligor”) in any manner whether directly or indirectly, including,
        without limitation of the generality of the foregoing, obligations incurred
        through an agreement, contingent or otherwise, by such particular Person
        (i) to purchase such Debt or obligation or any property or assets
        constituting security therefor, (ii) to advance or supply funds
        (x) for the purchase or payment of such Debt or obligation or (y) to
        maintain working capital or equity capital or otherwise to advance or make
        available funds for the purchase or payment of such Debt or obligation,
        (iii) to purchase property, securities or services primarily for the
        purpose of assuring the owner of such Debt or obligation of the ability of
        the
        primary obligor to make payment of the Debt or obligation or (iv) otherwise
        to assure the owner of the Debt or obligation of the primary obligor against
        loss in respect thereof.

      


      “Hazardous
        Substance”
means
        any hazardous or toxic waste, pollutant, contaminant, or substance.

      


      “Increased
        Facility Activation Notice”
means
        a
        notice substantially in the form of Exhibit E.

      


      “Increased
        Facility Closing Date”
means
        any Business Day designated as such in an Increased Facility Activation
        Notice.

      


      “Indemnified
        Parties”
is
        defined in Section 11.21.

      


      “Interest
        Payment Date”
means
        (a) as to any ABR Loan, the last day of each March, June, September and December
        to occur while such Loan is outstanding and the final maturity date of such
        Loan, (b) as to any Eurodollar Loan having an Interest Period of three months
        or
        less, the last day of such Interest Period, (c) as to any Eurodollar Loan
        having
        an Interest Period longer than three months, each day that is three months,
        or a
        whole multiple thereof, after the first day of such Interest Period and the
        last
        day of such Interest Period (d) as to any Loan (other than any Loan that
        is an
        ABR Loan), the date of any repayment or optional prepayment made in respect
        thereof and (e) as to any Loan, the date of any mandatory prepayment in respect
        thereof.

      


      “Interest
        Period”
means,
        as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing
        or conversion date, as the case may be, with respect to such Eurodollar Loan
        and
        ending one, two, three or six months thereafter, as selected by the Borrower
        in
        its notice of borrowing or notice of conversion, as the case may be, given
        with
        respect thereto; and (b) thereafter, each period commencing on the last day
        of
        the next preceding Interest Period applicable to such Eurodollar Loan and
        ending
        one, two, three or six months thereafter, as selected by the Borrower by
        irrevocable notice to the Administrative Agent not later than 11:00 A.M.,
        New
        York City time, on the date that is three Business Days prior to the last
        day of
        the then current Interest Period with respect thereto; provided
        that,
        all of the foregoing provisions relating to Interest Periods are subject
        to the
        following:


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (i)    if
        any
        Interest Period would otherwise end on a day that is not a Business Day,
        such
        Interest Period shall be extended to the next succeeding Business Day unless
        the
        result of such extension would be to carry such Interest Period into another
        calendar month in which event such Interest Period shall end on the immediately
        preceding Business Day;

      


      (ii)    the
        Borrower may not select an Interest Period that would extend beyond the
        Termination Date unless the Borrower acknowledges that it will be responsible
        for any breakage costs owing under Section 2.12 resulting from repayment
        on the
        Termination Date;

      


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

      


      (iv)    subject
        to clause (ii) above, the Borrower shall select Interest Periods so as not
        to
        require a payment or prepayment of any Eurodollar Loan during an Interest
        Period
        for such Loan.

      


      “Issuing
        Lenders”
means
        JPMorgan Chase Bank, N.A. and Wachovia Bank, N.A. or any respective affiliate
        thereof, in its capacity as issuer of any Letter of Credit. Each reference
        herein to “the Issuing Lender” shall be deemed to be a reference to the relevant
        Issuing Lender with respect to the relevant Letter of Credit.

      


      “Laws”
means
        all applicable statutes, laws, treaties, ordinances, rules, regulations,
        orders,
        writs, injunctions, decrees, judgments, or opinions of any
        Tribunal.

      


      “L/C
        Commitment”
is
        $150,000,000.

      


      “L/C
        Obligations”
means,
        at any time, an amount equal to the sum of (a) the aggregate then undrawn
        and
        unexpired amount of the then outstanding Letters of Credit and (b) the aggregate
        amount of drawings under Letters of Credit that have not then been reimbursed
        pursuant to Section 3.5.

      


      “L/C
        Participants”
means
        the collective reference to all Lenders other than the Issuing
        Lenders.

      


      “Lenders”
means
        those lenders signatory hereto and other financial institutions which from
        time
        to time become party hereto pursuant to the provisions of this
        Agreement.

      


      “Letters
        of Credit”
is
        defined in Section 3.1(a).

      


      “Lien”
means
        any lien, mortgage, security interest, pledge, assignment, charge, title
        retention agreement, or encumbrance of any kind, and any other Right of or
        arrangement with any creditor to have his claim satisfied out of any property
        or
        assets, or the proceeds therefrom, prior to the general creditors of the
        owner
        thereof.

      


      “Litigation”
means
        any action conducted, pending, or threatened by or before any
        Tribunal.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Loan
        Papers”
means
        (i) this Agreement, certificates delivered pursuant to this Agreement, and
        exhibits and schedules hereto, (ii) any notes, security documents,
        guaranties, and other agreements in favor of the Agents and the Lenders,
        or any
        or some of them, ever delivered in connection with this Agreement, and
        (iii) all renewals, extensions, or restatements of, or amendments or
        supplements to, any of the foregoing.

      


      “Loans”
is
        defined in Section 2.1(a).

      


      “Majority
        Lenders”
means
        at any time the Lenders holding at least 51% of the then aggregate Revolving
        Extensions of Credit or, if no Revolving Extensions of Credit are outstanding,
        the Lenders having at least 51% of the Available Commitments.

      


      “Margin
        Stock”
means
        “margin stock” within the meaning of Regulations T, U, or X of the
        Board.

      


      “Material
        Adverse Effect”
means
        any set of one or more circumstances or events which, individually or
        collectively, will result in any of the following: (a) a material and
        adverse effect upon the validity or enforceability of any Loan Paper, (b) a
        material and adverse effect on the consolidated financial condition of the
        Companies represented in the later of the Current Financials or the most
        recent
        audited consolidated Financial Statements, (c) a Default or (d) the
        issuance of an accountant’s report on the Companies’ consolidated Financial
        Statements containing an explanatory paragraph about the entity’s ability to
        continue as a going concern (as defined in accordance with Generally Accepted
        Auditing Standards).

      


      “Material
        Agreement”
of
        any
        Person means any material written or oral agreement, contract, commitment,
        or
        understanding to which such Person is a party, by which such Person is directly
        or indirectly bound, or to which any assets of such Person may be subject,
        and
        which is not cancelable by such Person upon 30 days or less notice without
        liability for further payment other than nominal penalty, and which requires
        such Person to pay more than 1 percent of Consolidated Net Worth during any
        12-month period.

      


      “Minority
        Interest”
means,
        with respect to any Subsidiary, an amount determined by valuing preferred
        stock
        held by Persons other than the Borrower and its wholly-owned Subsidiaries
        at the
        voluntary or involuntary liquidating value of such preferred stock, whichever
        is
        greater, and by valuing common stock or partnership interests held by Persons
        other than the Borrower and its wholly-owned Subsidiaries at the book value
        of
        capital and surplus applicable thereto on the books of such Subsidiary adjusted,
        if necessary, to reflect any changes from the book value of common stock
        required by the foregoing method of valuing Minority Interest attributable
        to
        preferred stock.

      


      “Moody’s”
means
        Moody’s Investors Service, Inc.

      


      “Multiemployer
        Plan”
means
        a
        multiemployer plan as defined in sections 3(37) or 4001(a)(3) of ERISA or
        section 414 of the Code to which any Company or any ERISA Affiliate is
        making, or has made, or is accruing, or has accrued, an obligation to make
        contributions.

      


      “Net
        Cash Proceeds”
        means
        the
        aggregate cash or Cash Equivalents proceeds received by the Company in respect
        of any disposition of assets as contemplated by Section 7.7(g), net of
        (a) direct costs (including, without limitation, legal, accounting and
        investment banking fees, and sales commissions), (b) taxes paid or payable
        as a result thereof and (c) the amount necessary to retire any Debt secured
        by a Permitted Lien on the related Property
        (unless the purchaser of the assets has assumed the obligations to repay
        such
        Debt);
        it
        being understood that “Net
        Cash
        Proceeds”
        shall
        include, without limitation, any cash or Cash Equivalents received upon the
        sale
        or other disposition of any non-cash consideration received by any such Company
        in any disposition of assets.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “New
        Lender”
is
        defined in Section 2.1(c).

      


      “New
        Lender Supplement”
is
        defined in Section 2.1(c).

      


      “Non-Excluded
        Taxes”
is
        defined in Section 2.20(a).

      


      “Non-U.S.
        Lender”
is
        defined in Section 2.20(d).

      


      “Note”
means
        a
        promissory note of the Borrower, in substantially the form of Exhibit A hereto,
        with the blanks appropriately completed, evidencing the aggregate indebtedness
        of the Borrower to such Lender resulting from the Loans made by such Lender
        to
        the Borrower, together with all modifications, extensions, renewals, and
        rearrangements thereof.

      


      “Obligation”
means
        all present and future indebtedness, obligations, and liabilities, and all
        renewals, extensions, and modifications thereof, owed to the Agents and the
        Lenders, or any or some of them, by the Borrower, arising pursuant to any
        Loan
        Paper, together with all interest thereon and costs, expenses, and attorneys’
fees incurred in the enforcement or collection thereof.

      


      “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, this Agreement or any other Loan Paper.

      “Participant”
is
        defined in Section 11.18(b).

      


      “PBGC”
means
        the Pension Benefit Guaranty Corporation, or any successor thereof, established
        pursuant to ERISA.

       

      “Permitted
        Liens”
means
        (a) any Lien securing Debt incurred for the purchase or capital lease of
        one or
        more assets, if such Lien encumbers only the assets so purchased or leased;
        (b)
        pledges or deposits made to secure payment of workers’ compensation, or to
        participate in any fund in connection with workers’ compensation, unemployment
        insurance, pensions, or other social security programs; (c) good-faith pledges
        or deposits made to secure performance of bids, tenders, contracts (other
        than
        for the repayment of borrowed money), or leases, or to secure statutory
        obligations, surety or appeal bonds, or indemnity, performance, or other
        similar
        bonds in the ordinary course of business; (d) encumbrances and restrictions
        on
        the use of real property which do not materially impair such property; (e)
        (i)
        Liens for Taxes, (ii) Liens upon, and defects of title to, property, including
        any attachment of property or other legal process prior to adjudication of
        a
        dispute on the merits, (iii) Liens of mechanics, materialmen, warehousemen,
        carriers, and landlords, and similar Liens, and (iv) adverse judgments on
        appeal, in each case, with respect to this clause (e), if either (x) no amounts
        are due and payable and no Lien has been filed or agreed to or (y) the validity
        or amount thereof is being contested in good faith by the lawful proceedings
        diligently conducted, reserve or other provision required by GAAP has been
        made,
        levy and execution thereon have been (and continue to be) stayed, and neither
        the value nor use of the property in question are materially affected; (f)
        Liens
        in favor of the United States Department of Agriculture, Rural Electrification
        Administration, the Rural Utilities Service or Rural Telephone Bank or similar
        lenders such as the Rural Telephone Finance Cooperative; (g) Liens on equity
        investments in CoBank or any other equity investments in a financial institution
        which requires any Company to make an equity investment in such institution
        in
        order to borrow money; (h) Liens existing on any property of a Subsidiary
        existing at the time when it became such, which were not created with a view
        of
        its becoming a Subsidiary, provided
        that (i)
        the principal amount of the Debt secured by each such Lien shall not exceed
        the
        cost (which shall be deemed to include the amount of all Debt secured by
        Liens,
        including existing Liens, on such property) of such property to such Subsidiary,
        or the fair value of such property (without deduction of the Debt secured
        by
        Liens on such property) at the time of its becoming a Subsidiary, whichever
        is
        the lesser, and (ii) the Debt secured by such Liens may not be increased,
        extended, renewed or continued beyond its original stated maturity if such
        increase, extensions or renewal would result in a Default under Section 7.14;
        (i) Liens either on shares of stock of a corporation which, when such Liens
        arise, concurrently becomes a Subsidiary or on all or substantially all of
        the
        assets of a corporation arising in connection with the purchase or acquisition
        thereof by the Company, provided
        that the
        Debt secured by such Liens may not be increased or extended, renewed or
        continued beyond its original stated maturity if such increase, extensions
        or
        renewal would result in a Default under Section 7.14; (j) Liens on property
        of a
        Subsidiary (other than on the stock of Subsidiary except to the extent permitted
        in clause (i) above) securing obligations owing to the Borrower or a
        wholly-owned Subsidiary or securing indebtedness of such Subsidiary created,
        assumed or incurred after the date hereof, the creation, assumption or
        incurrence of which would not create a Default under Section 7.14; (k) except
        as
        otherwise prohibited in clause (h) or (i) above, Liens securing extensions
        and
        renewals of the Debt originally secured thereby; (l) Liens on accounts
        receivables and related assets (including without limitation, all collateral,
        guaranties and contracts associated with such accounts receivables, all of
        the
        Receivables Entity’s interest in the inventory and goods the sale of which gave
        rise to the accounts receivable, all lockbox or collection accounts related
        thereto, all records related thereto, and all proceeds of the foregoing)
        securing indebtedness incurred pursuant to a Qualified Receivables Transaction;
        and (m) Liens on assets subject to any sale and leaseback transaction
        consummated pursuant to Section 7.7(g).


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Person”
means
        and includes an individual, partnership, joint venture, corporation, trust,
        limited liability company, limited liability partnership, or other entity,
        Tribunal, unincorporated organization, or government, or any department,
        agency,
        or political subdivision thereof.

      


      “Plan”
means
        any plan defined in Section 4021(a) of ERISA in respect of which the
        Borrower is an “employer” or a “substantial employer” as such terms are defined
        in ERISA.

      


      “Property”
        means
        any
        interest in any kind of property or asset, whether real, personal or mixed,
        or
        tangible or intangible.

      


      “Purchaser”
is
        defined in Section 11.18(c).

      


      “Qualified
        Receivables Transaction”
means
        any transaction or series of transactions that may be entered into by the
        Borrower or any of its Subsidiaries pursuant to which the Borrower or any
        of its
        Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables
        Entity
        (in the case of a transfer by the Borrower or any of its Subsidiaries) or
        (b)
        any other Person (in the case of a transfer by a Receivables Entity), or
        may
        grant a security interest in, any accounts receivable (whether now existing
        or
        arising in the future) of the Borrower or any of its Subsidiaries, and any
        assets related thereto including, without limitation, all collateral securing
        such accounts receivable, all contracts and all guarantees or other obligations
        in respect of such accounts receivable, the proceeds of such receivables
        and
        other assets which are customarily transferred, or in respect of which security
        interests are customarily granted, in connection with asset securitization
        involving accounts receivable.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Quarterly
        Payment Date”
means
        (a) the third Business Day following the last day of each March, June, September
        and December and (b) the last day of the Commitment Period.

      


      “Receivables
        Entity”
means
        a
        Wholly Owned Subsidiary of the Borrower (to which the Borrower or any Subsidiary
        transfers accounts receivable and related assets pursuant to a Qualified
        Receivables Transaction) which engages in no activities other than in connection
        with the financing of accounts receivable and whose assets consist solely
        of
        receivables and related assets transferred to such entity in connection with
        a
        Qualified Receivables Transaction:

       

      (a)    no
        portion of the Indebtedness or any other obligations (contingent or otherwise)
        of which:

      


      (i)    is
        guaranteed by the Borrower or any Subsidiary (excluding guarantees of
        obligations (other than the principal of, and interest on, Indebtedness)
        pursuant to Standard Securitization Undertakings);

      


      (ii)    is
        recourse to or obligates the Borrower or any Subsidiary in any way other
        than
        pursuant to Standard Securitization Undertakings; or

      


      (iii)    subjects
        any property or asset of the Borrower or any Subsidiary, directly or indirectly,
        contingently or otherwise, to the satisfaction thereof, other than pursuant
        to
        Standard Securitization Undertakings;

      


      (b)    with
        which neither the Borrower nor any Subsidiary has any material contract,
        agreement, arrangement or understanding (except in connection with a Qualified
        Receivables Transaction) other than on terms no less favorable to the Borrower
        or such Subsidiary than those that might be obtained at the time from Persons
        that are not Affiliates of the Borrower, other than fees payable in the ordinary
        course of business in connection with servicing accounts receivable;
        and

       

      (c)    to
        which
        neither the Borrower nor any Subsidiary has any obligation to maintain or
        preserve such entity’s financial condition or cause such entity to achieve
        certain levels of operating results (except pursuant to Standard Securitization
        Undertakings).

       

      Any
        designation by the Borrower of a Wholly Owned Subsidiary as a Receivables
        Entity
        shall be evidenced to the Administrative Agent by delivering to the
        Administrative Agent a certificate from a Financial Officer of the Borrower
        certifying that such designation complied with the foregoing
        conditions.

      


      “Register”
is
        defined in Section 11.18(b)(iv).

      


      “Regulation D”
means
        Regulation D of the Board, as the same is from time to time in effect, and
        all official rulings and interpretations thereunder or thereof.

      


      “Regulatory
        Change”
means,
        with respect to any Lender, (a) any adoption or change after the date
        hereof of or in United States federal, state or foreign Laws (including
        Regulation D) or guidelines applying to a class of banks including such
        Lender, (b) the adoption or making after the date hereof of any
        interpretations, directives or requests applying to a class of banks including
        such Lender of or under any United States federal, state or foreign Laws
        or
        guidelines (whether or not having the force of law) by any Tribunal, monetary
        authority, central bank, or comparable agency charged with the interpretation
        or
        administration thereof, or (c) any change in the interpretation or
        administration of any United States federal, state or foreign Laws or guidelines
        applying to a class of banks including such Lender by any Tribunal, monetary
        authority, central bank, or comparable agency charged with the interpretation
        or
        administration thereof.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Reimbursement
        Obligation”
means
        the obligation of the Borrower to reimburse the Issuing Lender pursuant to
        Section 3.5 for amounts drawn under the Letters of Credit.

      


      “Restricted
        Payment”
        means

      


      (a)    the
        declaration or payment of dividends by the Borrower, or distribution (in
        cash,
        property, obligations or other securities or any combination thereof) on
        account
        of any shares of any class of capital stock of the Borrower, or

      


      (b)    other
        payments or distributions by the Borrower whether by reduction of capital
        or
        otherwise on account of any shares of any class of capital stock of the
        Borrower, or

      


      (c)    the
        setting apart of money for a sinking or other analogous fund by the Borrower
        for
        the purchase, redemption, retirement or other acquisition of any shares of
        any
        class of capital stock of the Borrower, or any warrant, option or other right
        to
        acquire any capital stock of the Borrower;

      


      but
        in
        each case in (a), (b) and (c) above, excluding dividends or other distributions
        payable solely in common stock of the Borrower.

      


      “Revolving
        Extensions of Credit”
means,
        as to any Lender, an amount equal to the sum of (a) the aggregate principal
        amount of all Loans held by such Lender then outstanding and (b) such Lender’s
        Revolving Percentage of the L/C Obligations then outstanding.

      


      “Revolving
        Percentage”
means,
        as to any Lender at any time, the percentage which such Lender’s Commitment then
        constitutes of the Total Commitments or, at any time after the Commitments
        shall
        have expired or terminated, the percentage which the aggregate principal
        amount
        of such Lender’s Loans then outstanding constitutes of the aggregate principal
        amount of the Loans then outstanding, provided, that, in the event that the
        Loans are paid in full prior to the reduction to zero of the Revolving
        Extensions of Credit, the Revolving Percentages shall be determined in a
        manner
        designed to ensure that the other outstanding Revolving Extensions of Credit
        shall be held by the Lenders on a comparable basis.

      


      “Rights”
means
        rights, remedies, powers, and privileges.

      


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

      


      “Senior
        Unsecured Long-Term Debt Rating”
means,
        as of any date, the Debt Rating that has been most recently announced by
        S&P
        and Moody’s. In connection with any determination of the Senior Unsecured
        Long-Term Debt Rating pursuant to the immediately preceding
        sentence:


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (i)for
        purposes of determining the Applicable Margin or the Commitment Fee Percentage,
        (a) if only one of S&P and Moody’s shall have in effect a public debt
        rating, the Applicable Margin and the Commitment Fee Percentage (as set forth
        in
        Section 2.4(a)) shall be determined by reference to the available rating;
        (b) if the ratings established by S&P and Moody’s shall fall within
        different levels, the Applicable Margin and the Commitment Fee Percentage
        shall
        be based upon the higher rating, except that if the difference is two or
        more
        levels, the Applicable Margin and the Commitment Fee Percentage shall be
        based
        on the rating that is one level below the higher rating; (c) if any rating
        established by S&P or Moody’s shall be changed, such change shall be
        effective as of the date on which such change is first announced publicly
        by the
        rating agency making such change; (d) if S&P or Moody’s shall change
        the basis on which ratings are established, each reference to the public
        debt
        rating announced by S&P or Moody’s, as the case may be, shall refer to the
        then equivalent rating by S&P or Moody’s, as the case may be; (e) if
        neither S&P nor Moody’s shall have in effect a public debt rating but at
        least one of S&P and Moody’s has in effect a rating for any class of senior
        secured debt with an original term of longer than one year issued by the
        Borrower, the Applicable Margin and Commitment Fee Percentage shall be
        determined by reference to a rating that is one level lower than the rating
        that
        has been most recently announced by S&P and Moody’s for such class of debt;
        and (f) if neither S&P nor Moody’s shall have in effect either a public
        debt rating or a rating for any class of senior secured debt with an original
        term of longer than one year issued by the Borrower, the Applicable Margin
        and
        Commitment Fee Percentage shall be set in accordance with the lowest level
        rating and highest percentage rate set forth in the respective tables relating
        to “Applicable Margin” and “Commitment Fee Percentage”, as the case may be;
        and

      


      (ii)for
        purposes of Section 7.7(f), (a) if only one of S&P and Moody’s
        shall have in effect a public debt rating, the Senior Unsecured Long-Term
        Debt
        Rating shall be determined by reference to the available rating; (b) if the
        ratings established by S&P and Moody’s shall fall within different levels,
        the Senior Unsecured Long-Term Debt Rating shall be based upon the lower
        rating;
        (c) if any rating established by S&P or Moody’s shall be changed, such
        change shall be effective as of the date on which such change is first announced
        publicly by the rating agency making such change; (d) if S&P or Moody’s
        shall change the basis on which ratings are established, each reference to
        the
        public debt rating announced by S&P or Moody’s, as the case may be, shall
        refer to the then equivalent rating by S&P or Moody’s, as the case may be;
        (e) if neither S&P nor Moody’s shall have in effect a public debt
        rating but at least one of S&P and Moody’s has in effect a rating for any
        class of senior secured debt with an original term of longer than one year
        issued by the Borrower, the Senior Unsecured Long-Term Debt Rating shall
        be
        deemed to be the rating that is one level lower than the rating that has
        been
        most recently announced by S&P and Moody’s for such class of debt; and
        (f) if neither S&P nor Moody’s shall have in effect either a public
        debt rating or a rating for any class of senior secured debt with an original
        term of longer than one year issued by the Borrower, the Debt Rating by S&P
        shall be deemed to be less than BBB and the Debt Rating by Moody's shall
        be
        deemed to be less than Baa2.

       

      “Significant
        Subsidiary”
means
        a
        Subsidiary of the Borrower (i) the assets of which equal or exceed 5% of
        all assets of the Borrower and its Subsidiaries as shown on a consolidated
        balance sheet of the Borrower and its Subsidiaries, (ii) the operating
        revenue of which, for the most recently ended period of twelve consecutive
        months, equals or exceeds 5% of the operating revenues of the Borrower and
        its
        Subsidiaries for such period, or (iii) the net income from recurring
        operations of which, for the most recently ended period of twelve consecutive
        months, equals or exceeds 5% of the net income from recurring operations
        of the
        Borrower and its Subsidiaries for such period.

      


      “Solvent”
means,
        as to any Person at the time of determination, that (a) the aggregate fair
        value of such Person’s assets exceeds the present value of its liabilities
        (whether contingent, subordinated, unmatured, unliquidated, or otherwise),
        and
        (b) such Person has sufficient cash flow to enable it to pay its Debts as
        they mature.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      “Standard
        Securitization Undertakings”
means
        representations, warranties, covenants and indemnities entered into by the
        Borrower or any Subsidiary which are reasonably customary in securitization
        of
        accounts receivables transactions (it being understood that in no event shall
        Standard Securitization Undertakings include any Guaranty in respect of
        principal or interest on the financing for any Qualified Receivables
        Transaction).

      


      “Subsidiary”
means
        any Person with respect to which Borrower or any one or more Subsidiaries
        owns
        directly or indirectly 50% or more of the issued and outstanding voting stock
        (or equivalent interests).

      


      “Swap
        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 any combination
        of these transactions.

      


      “Syndication
        Agent”
is
        defined in the introduction to this Agreement.

      


      “Taxes”
means
        all taxes, assessments, fees, or other charges at any time imposed by any
        Laws
        or Tribunal.

      


      “Termination
        Date”
means
        December 14, 2011, subject, however, to termination in whole of the Total
        Commitments pursuant to Section 2.5.

      


      “Total
        Commitments”
means,
        at any time, the aggregate amount of the Commitments then in effect.


      


      “Tribunal”
means
        any municipal, state, commonwealth, federal, foreign, territorial, or other
        court, governmental body, subdivision, agency, department, commission, board,
        bureau, or instrumentality.

      


      “Type”
shall
        mean any type of Loan (i.e., an ABR Loan or Eurodollar Loan).

      


      “United
        States”
and
        “U.S.”
each
        means United States of America.

      


      “Used
        Commitment”
means
        the aggregate outstanding principal amount of the Revolving Extensions of
        Credit.

      


      "Utilization
        Fee"
        is
        defined in Section 2.4(b).

      


      “Voting
        Stock”
shall
        mean securities (as such term is defined in Section 2(1) of the Securities
        Act of 1933, as amended) of any class or classes, the holders of which are
        ordinarily, in the absence of contingencies, entitled to elect a majority
        of the
        corporate directors (or Persons performing similar functions).

      


      “Wholly
        Owned Subsidiary”
means,
        as to any Person, any other Person all of the Capital Stock of which (other
        than
        directors’ qualifying shares required by law) is owned by such Person directly
        and/or through other Wholly Owned Subsidiaries.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.2

              	
                Accounting
                  Principles.

              


      

      


      All
        accounting and financial terms used in the Loan Papers and the compliance
        with
        each financial covenant therein shall be determined in accordance with GAAP
        as
        in effect on the date of this Agreement, and all accounting principles shall
        be
        applied on a consistent basis so that the accounting principles in a current
        period are comparable in all material respects to those applied in the
        consolidated Financial Statements for the Companies for the twelve months
        ended
        December 31, 2005.

      


      
        	 	
                1.3

              	
                Other
                  Definitional Provisions.

              


      

      


      As
        used
        herein and in the other Loan Papers, (i) the words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”,
        (ii) the word “incur” shall be construed to mean incur, create, issue, assume,
        become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iii) 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,
        capital stock, securities, revenues, accounts, leasehold interests and contract
        rights, and (iv) references to agreements or other contractual obligations
        shall, unless otherwise specified, be deemed to refer to such agreements
        or
        contractual obligations as amended, supplemented, restated or otherwise modified
        from time to time.

      


      SECTION
        2

      


      FACILITIES.

      


      
        	 	
                2.1

              	
                Commitments.

              


      

      


      (a)    Subject
        to the terms and conditions hereof, each Lender severally agrees to make
        revolving credit loans (“Loans”)
        to the
        Borrower from time to time during the Commitment Period in an aggregate
        principal amount at any one time outstanding which, when added to such Lender’s
        Revolving Percentage of the L/C Obligations, does not exceed the amount of
        such
        Lender’s Commitment. During the Commitment Period, the Borrower may use the
        Commitments by borrowing, repaying the Loans in whole or in part, and
        reborrowing, all in accordance with the terms and conditions hereof. The
        Loans
        may from time to time be Eurodollar Loans or ABR Loans, as determined by
        the
        Borrower and notified to the Administrative Agent in accordance with Sections
        2.2 and 2.3.

      


      (b)    The
        Borrower and any one or more Lenders (including New Lenders) may agree that
        each
        such Lender shall obtain a Commitment or increase the amount of its existing
        Commitment, as applicable, in each case by executing and delivering to the
        Administrative Agent an Increased Facility Activation Notice specifying
        (i) the amount of such increase and (ii) the Increased Facility
        Closing Date. No Lender shall have any obligation to participate in any increase
        described in this paragraph unless it agrees to do so in its sole
        discretion.

      


      (c)    Any
        additional bank, financial institution or other entity which, with the consent
        of the Borrower and the Administrative Agent (which consent shall not be
        unreasonably withheld), elects to become a “Lender” under this Agreement in
        connection with any transaction described in Section 2.1(b) shall execute
        a New
        Lender Supplement (each, a “New
        Lender Supplement”),
        substantially in the form of Exhibit F, whereupon such bank, financial
        institution or other entity (a “New
        Lender”)
        shall
        become a Lender for all purposes and to the same extent as if originally
        a party
        hereto and shall be bound by and entitled to the benefits of this
        Agreement.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (d)    For
        the
        purpose of providing that the respective amounts of Loans (and Interest Periods
        in respect of Eurodollar Loans) held by the Lenders are held by them on a
        pro
        rata basis according to their respective Revolving Percentages, unless otherwise
        agreed by the Administrative Agent, on each Increased Facility Closing
        Date (i) all outstanding Loans shall be converted into a single Loan
        that is a Eurodollar Loan (with an interest period to be selected by the
        Borrower), and upon such conversion the Borrower shall pay any amounts owing
        pursuant to Section 2.12, if any, (with such conversion being treated as a
        prepayment of all outstanding Eurodollar Loans for the purposes of Section
        2.12), (ii) any new borrowings of Loans on such date shall also be part of
        such
        single Loan and (iii) all Lenders (including the New Lenders) shall hold a
        portion of such single Loan equal to its Revolving Percentage thereof and
        any
        fundings on such date shall be made in such a manner so as to achieve the
        foregoing.

      


      
        	 	
                2.2

              	
                Procedure
                  for Loan Borrowing.

              


      

      


      The
        Borrower may borrow under the Commitments during the Commitment Period on
        any
        Business Day, provided
        that the
        Borrower shall give the Administrative Agent irrevocable notice (which notice
        must be received by the Administrative Agent prior to 11:00 A.M., New York
        City
        time, (a) three Business Days prior to the requested Borrowing Date, in the
        case
        of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case
        of ABR
        Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii)
        the
        requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
        respective amounts of each such Type of Loan and the respective lengths of
        the
        initial Interest Period therefor. Any Loans made on the Closing Date shall
        initially be ABR Loans unless the Borrower has provided the notice for
        Eurodollar Loans set forth in clause (a) above and has entered into a
        pre-funding indemnity agreement with respect to such borrowing of Eurodollar
        Loans on the Effective Date in form and substance reasonably satisfactory
        to the
        Administrative Agent. Each borrowing under the Commitments shall be in an
        amount
        equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof
        (or, if the then aggregate Available Commitments are less than $1,000,000,
        such
        lesser amount) and (y) in the case of Eurodollar Loans, $5,000,000 or a whole
        multiple of $1,000,000 in excess thereof. Upon receipt of any such notice
        from
        the Borrower, the Administrative Agent shall promptly notify each Lender
        thereof. Each Lender will make the amount of its pro rata
        share of
        each borrowing available to the Administrative Agent for the account of the
        Borrower at the Funding Office prior to 12:00 Noon, New York City time, on
        the
        Borrowing Date requested by the Borrower in funds immediately available to
        the
        Administrative Agent. Such borrowing will then be made available to the Borrower
        by the Administrative Agent wiring the money in accordance with instructions
        from the Borrower with the aggregate of the amounts made available to the
        Administrative Agent by the Lenders and in like funds as received by the
        Administrative Agent.

       

      
        
          	 	
                  2.3

                	
                  Conversion
                    and Continuation Options.

                


        

      

       

      (a)    The
        Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
        by
        giving the Administrative Agent prior irrevocable notice of such election
        no
        later than 11:00 A.M., New York City time, on the proposed conversion date,
        provided
        that any
        such conversion of Eurodollar Loans may only be made on the last day of an
        Interest Period with respect thereto. The Borrower may elect from time to
        time
        to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent
        prior irrevocable notice of such election no later than 11:00 A.M., New York
        City time, on the third Business Day preceding the proposed conversion date
        (which notice shall specify the length of the initial Interest Period therefor),
        provided
        that no
        ABR Loan may be converted into a Eurodollar Loan when any Event of Default
        has
        occurred and is continuing and the Administrative Agent or the Majority Lenders
        have determined in its or their sole discretion not to permit such conversions.
        Upon receipt of any such notice the Administrative Agent shall promptly notify
        each relevant Lender thereof.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (b)    Any
        Eurodollar Loan may be continued as such upon the expiration of the then
        current
        Interest Period with respect thereto by the Borrower giving irrevocable notice
        to the Administrative Agent, in accordance with the applicable provisions
        of the
        term “Interest Period” set forth in Section 1.1, of the length of the next
        Interest Period to be applicable to such Loans, provided
        that no
        Eurodollar Loan may be continued as such when any Event of Default has occurred
        and is continuing and the Administrative Agent has or the Majority Lenders
        have
        determined in its or their sole discretion not to permit such continuations,
        and
provided,
        further,
        that if
        the Borrower shall fail to give any required notice as described above in
        this
        paragraph or if such continuation is not permitted pursuant to the preceding
        proviso such Loans shall be automatically converted to ABR Loans on the last
        day
        of such then expiring Interest Period. Upon receipt of any such notice the
        Administrative Agent shall promptly notify each relevant Lender
        thereof.

       

      
        	 	
                2.4

              	
                Fees.

              


      

      


      (a)    Commitment
        Fees.
        The
        Borrower agrees to pay to each Lender, through the Administrative Agent,
        on each
        Quarterly Payment Date and on the Termination Date, in immediately available
        funds, a commitment fee (a “Commitment Fee”) calculated on the unused Commitment
        by multiplying the applicable percentage (the “Commitment Fee Percentage”) set
        forth below by the average daily Available Commitment of such Lender during
        the
        preceding quarter (or shorter period commencing with the date hereof and/or
        ending with the Termination Date):

      


      
        	
                Senior
                  Unsecured Long-Term Debt Rating

              	
                Commitment
                  Fee Percentage

              
	
                A-
                  or A3 or better

              	
                0.070
                  percent per annum

              
	
                BBB+
                  or Baa1

              	
                0.080
                  percent per annum

              
	
                BBB
                  or Baa2

              	
                0.100
                  percent per annum

              
	
                BBB-
                  or Baa3

              	
                0.125
                  percent per annum

              
	
                Below
                  BBB- or Baa3

              	
                0.150
                  percent per annum

              


      

       

      (b)    Utilization
        Fees. The
        Borrower agrees to pay to each Lender, through the Administrative Agent,
        on each
        Quarterly Payment Date and on the Termination Date, in immediately available
        funds, a utilization fee (a “Utilization
        Fee”)
        equal
        to
        10.0 basis points (0.100%) per annum for each day on which the Commitment
        Utilization Percentage equals or exceeds 50%, which fee shall accrue on the
        daily amount of the Used Commitment of such Lender for each Excess Utilization
        Day during the period from and including the Effective Date to but excluding
        the
        date on which such Lender’s Commitment terminates; provided
        that, if
        such Lender continues to have any outstanding Loans after its Commitment
        terminates, then such utilization fee shall continue to accrue on the daily
        aggregate principal amount of such Lender’s Loans for each Excess Utilization
        Day from and including the date on which its Commitment terminates to but
        excluding the date on which such Lender ceases to have any outstanding
        Loans.

      


      (c)    Other
        Fees.
        The
        Borrower agrees to pay to the Administrative Agent the fees in the amounts
        and
        on the dates previously agreed to in writing by the Borrower and the
        Administrative Agent.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	 	
                2.5

              	
                Optional
                  Termination and Reduction of
                  Commitments.

              


      

      


      (a)    Subject
        to Section 2.9(b), the Borrower may permanently terminate, or from time to
        time in part permanently reduce, the Total Commitments upon at least three
        Business Days prior written notice to the Administrative Agent (who shall
        promptly forward a copy thereof to each Lender and which notice may be
        revocable; provided, that (i) such notice is only revocable during the three
        Business Day period beginning on the date that such notice is given to the
        Administrative Agent and ending on the stated date of such Commitment reduction
        and (ii) the Borrower shall indemnify the Lenders pursuant to Section 2.12
        as a
        result of the Borrower’s revocation of such notice). Such notice shall specify
        the date and the amount of the termination or reduction of the Total
        Commitments. Each such partial reduction of the Total Commitments shall be
        in a
        minimum aggregate principal amount of $5,000,000 and in an integral multiple
        of
        $1,000,000.

      


      (b)    On
        the
        Termination Date, the Total Commitments shall be zero.

      


      (c)    Each
        reduction in the Total Commitments pursuant to this paragraph shall be made
        ratably among the Lenders in accordance with their respective
        Commitments.

      


      (d)    Simultaneously
        with any termination or reduction of the Commitments pursuant to this paragraph,
        the Borrower shall pay to the Administrative Agent for the accounts of the
        Lenders the Commitment Fees on the amount of the Total Commitments, so
        terminated or reduced, accrued through the date of such termination or
        reduction.

      


      
        	 	
                2.6

              	
                Limitations
                  on Eurodollar Tranches.

              


      

      


      Notwithstanding
        anything to the contrary in this Agreement, all borrowings, conversions and
        continuations of Eurodollar Loans and all selections of Interest Periods
        shall
        be in such amounts and be made pursuant to such elections so that, (a) after
        giving effect thereto, the aggregate principal amount of the Eurodollar Loans
        comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole
        multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar
        Tranches shall be outstanding at any one time.

      


      
        	 	
                2.7

              	
                Interest
                  Rates and Payment Dates.

              


      

      


      (a)    Each
        Eurodollar Loan shall bear interest for each day during each Interest Period
        with respect thereto at a rate per annum equal to the Eurodollar Rate determined
        for such day plus the Applicable Margin.

      


      (b)    Each
        ABR
        Loan shall bear interest at a rate per annum equal to the ABR.

      


      (c)    If
        all or
        a portion of the principal amount of any Loan shall not be paid when due
        (whether at the stated maturity, by acceleration or otherwise), all outstanding
        Loans shall bear interest at a rate per annum equal to the rate that would
        otherwise be applicable thereto pursuant to the foregoing provisions of this
        Section plus 2%, and (ii) if all or a portion of any interest payable on
        any
        Loan or any commitment fee or other amount payable hereunder shall not be
        paid
        when due (whether at the stated maturity, by acceleration or otherwise),
        such
        overdue amount shall bear interest at a rate per annum equal to the rate
        then
        applicable to ABR Loans plus 2%, in each case, with respect to clauses (i)
        and
        (ii) above, from the date of such non-payment until such amount is paid in
        full
        (as well after as before judgment).


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (d)    Interest
        shall be payable in arrears on each Interest Payment Date, provided that
        interest accruing pursuant to paragraph (c) of this Section shall be payable
        from time to time on demand.

      


      
        	 	
                2.8

              	
                Alternate
                  Rate of Interest for Eurodollar Loans.

              


      

      


      In
        the
        event, and on each occasion, that on the day two Business Days prior to the
        commencement of any Interest Period for a Eurodollar Loan, the Administrative
        Agent shall have determined that dollar deposits in the amount of the requested
        principal amount of such Eurodollar Loan are not generally available in the
        London interbank market, or that dollar deposits are not generally available
        in
        the London interbank market for the requested Interest Period, or that the
        rate
        at which such dollar deposits are being offered will not adequately and fairly
        reflect the cost to any Lender of making or maintaining such Eurodollar Loan
        during such Interest Period, or that reasonable means do not exist for
        ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon
        as
        practicable thereafter, give telecopy notice of such determination, stating
        the
        specific reasons therefor, to the Borrower and the Lenders. In the event
        of any
        such determination, any request by the Borrower for a Eurodollar Loan shall,
        until the circumstances giving rise to such notice no longer exist, be deemed
        to
        be a request for an ABR Loan. Each determination by the Administrative Agent
        hereunder shall be conclusive absent manifest error.

       

      
        	 	
                2.9

              	
                Mandatory
                  and Optional Prepayment of Loans.

              


      

      


      (a)    Prior
        to
        the Termination Date, the Borrower shall have the right at any time to prepay
        any Borrowing, in whole or in part, subject to the requirements of
        Section 2.12 and Section 2.13 but otherwise without premium or
        penalty, but prepayment of Eurodollar Loans shall require at least three
        Business Days prior written notice to the Administrative Agent; provided,
        however,
        that
        each such partial prepayment shall be in an integral multiple of $1,000,000
        and
        in a minimum aggregate principal amount of $2,000,000. Each notice of prepayment
        shall specify the prepayment date and the aggregate principal amount of each
        Borrowing to be prepaid and may be revocable; provided,
        that
        (i) such notice is only revocable during the three Business Day period beginning
        on the date that such notice is given to the Administrative Agent and ending
        on
        the stated date of such prepayment and (ii) the Borrower shall indemnify
        the
        Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of
        such notice.

      


      (b)    On
        the
        date of any termination or reduction of the Total Commitments pursuant to
        Section 2.5(a), the Borrower shall pay or prepay the Loans or cash
        collateralize the Letters of Credit in a manner satisfactory to the
        Administrative Agent to the extent necessary in order that the aggregate
        Revolving Extensions of Credit outstanding will not exceed the Total Commitments
        following such termination or reduction. Subject to the foregoing and the
        requirements of Section 2.5, any such payment or prepayment shall be
        applied to such Borrowing or Borrowings as the Borrower shall select. All
        prepayments under this paragraph shall be subject to Section 2.12 and
        Section 2.13.

      


      (c)    All
        Loans, together with accrued and unpaid interest thereon, shall be due and
        payable in full on the Termination Date.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (d)    All
        prepayments of Loans (other than optional prepayments of ABR Loans) under
        this
        Section 2.9 shall be accompanied by accrued interest on the principal
        amount being prepaid to the date of prepayment.

      


      
        	 	
                2.10

              	
                Reserve
                  Requirements; Change in
                  Circumstances.

              


      

      


      (a)    Notwithstanding
        any other provision herein, if after the date of this Agreement any Regulatory
        Change (i) shall change the basis of taxation of payments to any Lender of
        the principal of or interest on any Eurodollar Loan made by such Lender or
        any
        other fees or amounts payable hereunder (other
        than
        (x) Taxes imposed on or measured by the capital, receipts or franchises of
        such Lender or the overall gross or net income of such Lender by the
        jurisdiction in which such Lender has its principal office or by any political
        subdivision or taxing authority therein (or any Tax which is enacted or adopted
        by such jurisdiction, political subdivision, or taxing authority as a direct
        substitute for any such Taxes) or (y) any Tax, assessment, or other
        governmental charge that would not have been imposed but for the failure
        of any
        Lender to comply with any certification, information, documentation, or other
        reporting requirement), (ii) shall impose, modify, or deem applicable any
        reserve, special deposit, or similar requirement with respect to any Eurodollar
        Loan or any Letter of Credit (or participating interest therein), against
        assets
        of, deposits with or for the account of, or credit extended by, such Lender
        under this Agreement, or (iii) with respect to any Eurodollar Loan, shall
        impose on such Lender or the London interbank market any other condition
        affecting this Agreement or any Eurodollar Loan made by such Lender, and
        the
        result of any of the foregoing shall be to increase the cost to such Lender
        of
        maintaining its Commitment or of making or maintaining any Eurodollar Loan
        or to
        reduce the amount of any sum received or receivable by such Lender hereunder
        (whether of principal, interest, or otherwise) in respect thereof by an amount
        deemed in good faith by such Lender to be material, then the Borrower shall
        pay
        to the Administrative Agent for the account of such Lender such additional
        amount or amounts as will compensate such Lender for such increase or reduction
        to such Lender, to the extent such amounts have not been included in the
        calculation of the Eurodollar Rate, upon demand by such Lender (through the
        Administrative Agent).

      


      (b)    If
        any
        Lender shall have determined in good faith that any Regulatory Change regarding
        capital adequacy or compliance by any Lender (or its parent or any lending
        office of such Lender) with any request or directive regarding capital adequacy
        (whether or not having the force of Law) of any Tribunal, monetary authority,
        central bank, or comparable agency, has or would have the effect of reducing
        the
        rate of return on such Lender’s (or its parent’s) capital as a consequence of
        its obligations hereunder to a level below that which such Lender (or its
        parent) could have achieved but for such Regulatory Change, or compliance
        (taking into consideration such Lender’s policies with respect to capital
        adequacy) by an amount deemed in good faith by such Lender to be material,
        then
        from time to time, the Borrower shall pay to the Administrative Agent for
        the
        account of such Lender such additional amount or amounts as will compensate
        such
        Lender for such reduction upon demand by such Lender (through the Administrative
        Agent).

      


      (c)    A
        certificate of a Lender setting forth in reasonable detail (i) the
        Regulatory Change or other event giving rise to such costs, (ii) such
        amount or amounts as shall be necessary to compensate such Lender as specified
        in paragraph (a) or (b) above, as the case may be, and (ii) the
        calculation of such amount or amounts under clause (a)(i), shall be
        delivered to the Borrower (with a copy to the Administrative Agent) promptly
        after such Lender determines it is entitled to compensation under this
        Section 2.10, and shall be conclusive and binding absent manifest error.
        The Borrower shall pay to the Administrative Agent for the account of such
        Lender the amount shown as due on any such certificate within 15 days after
        its
        receipt of the same. In preparing such certificate, such Lender may employ
        such
        assumptions and allocations of costs and expenses as it shall in good faith
        deem
        reasonable and may use any reasonable averaging and attribution
        method.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (d)    Failure
        on the part of any Lender to demand compensation for any increased costs
        or
        reduction in amounts received or receivable or reduction in return on capital
        with respect to any Interest Period shall not constitute a waiver of such
        Lender’s rights to demand compensation for any increased costs or reduction in
        amounts received or receivable or reduction in return on capital with respect
        to
        such Interest Period or any other Interest Period. The protection of this
        Section 2.10 shall be available to each Lender regardless of any possible
        contention of invalidity or inapplicability of the law, regulation, or condition
        which shall have been imposed.

      


      (e)    In
        the
        event any Lender shall seek compensation pursuant to this Section 2.10, the
        Borrower may, provided
        no Event
        of Default has occurred and is continuing, give notice to such Lender (with
        copies to the Agents) that it wishes to seek one or more Persons (other than
        the
        Borrower or an Affiliate of the Borrower) to assume the Commitment of such
        Lender and to purchase its outstanding Loans and Notes (if any). Each Lender
        requesting compensation pursuant to this Section 2.10 agrees to sell its
        Commitment, Loans, Notes, and interest in this Agreement and the other Loan
        Papers to any such Person for an amount equal to the sum of the outstanding
        unpaid principal of and accrued interest on such Loans and Notes plus
        all
        other fees and amounts (including, without limitation, any compensation claimed
        by such Lender under this Section 2.10 and as to which such Lender has
        delivered the certificate required by Section 2.10(c) on or before the date
        such Commitment, Loans, and Notes are purchased) due such Lender hereunder
        calculated, in each case, to the date such Commitment, Loans, Notes (if any),
        and interest are purchased, whereupon such Lender shall have no further
        Commitment or other obligation to the Borrower hereunder or under any other
        Loan
        Paper.

      


      (f)    If
        the
        Borrower is required to pay additional amounts to or for the account of any
        Lender pursuant to this Section 2.10, then such Lender will agree to use
        reasonable efforts to change the jurisdiction of its lending office so as
        to
        eliminate or reduce any such additional payment which may thereafter accrue
        if
        such change, in the judgment of such Lender, is not otherwise disadvantageous
        to
        such Lender.

      


      (g)    Without
        prejudice to the survival of any other obligations of the Borrower hereunder,
        the obligations of the Borrower under this Section 2.10 shall survive for
        one year after the termination of this Agreement and/or the payment or
        assignment of any of the Loans or Notes.

      


      
        	 	
                2.11.

              	
                Change
                  in Legality.

              


      

      


      (a)    Notwithstanding
        anything to the contrary herein contained, if any Regulatory Change shall
        make
        it unlawful for any Lender to make or maintain any Eurodollar Loan or to
        give
        effect to its obligations as contemplated hereby, then, by written notice
        to the
        Borrower and to the Administrative Agent, such Lender may:

      


      (i)    declare
        that Eurodollar Loans will not thereafter be made by such Lender hereunder,
        whereupon the Borrower shall be prohibited from requesting Eurodollar Loans
        from
        such Lender hereunder unless such declaration is subsequently withdrawn;
        and


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (ii)    if
        such
        unlawfulness shall be effective prior to the end of any Interest Period of
        an
        outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans
        with
        such Interest Periods made by it be converted to ABR Loans, in which event
        (A) all such Eurodollar Loans shall be automatically converted to ABR Loans
        as of the effective date of such notice as provided in paragraph (b) below
        and (B) all payments and prepayments of principal which would otherwise
        have been applied to repay the converted Eurodollar Loans shall instead be
        applied to repay the ABR Loans resulting from the conversion of such Eurodollar
        Loans.

      


      
        	 	
                (b)

              	
                For
                  purposes of this Section 2.11, a notice to the Borrower (with a copy
                  to the Administrative Agent) by any Lender pursuant to paragraph (a)
                  above shall be effective on the date of receipt thereof by the
                  Borrower.

              


      

       

      
        	 	
                2.12

              	
                Indemnity.

              


      

       

      The
        Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
        from, any loss or expense that such Lender may sustain or incur as a consequence
        of (a) default by the Borrower in making a borrowing of, conversion into or
        continuation of Eurodollar Loans after the Borrower has given a notice
        requesting the same in accordance with the provisions of this Agreement,
        (b)
        default by the Borrower in making any prepayment of or conversion from
        Eurodollar Loans after the Borrower has given a notice thereof in accordance
        with the provisions of this Agreement or (c) the making of a prepayment of
        Eurodollar Loans on a day that is not the last day of an Interest Period
        with
        respect thereto. Such indemnification may include an amount equal to the
        excess,
        if any, of (i) the amount of interest that would have accrued on the amount
        so
        prepaid, or not so borrowed, converted or continued, for the period from
        the
        date of such prepayment or of such failure to borrow, convert or continue
        to the
        last day of such Interest Period (or, in the case of a failure to borrow,
        convert or continue, the Interest Period that would have commenced on the
        date
        of such failure) in each case at the applicable rate of interest for such
        Loans
        provided for herein (excluding, however, the Applicable Margin included therein,
        if any) over
        (ii) the
        amount of interest (as reasonably determined by such Lender) that would have
        accrued to such Lender on such amount by placing such amount on deposit for
        a
        comparable period with leading banks in the interbank eurodollar market.
        A
        certificate as to any amounts payable pursuant to this Section submitted
        to the
        Borrower by any Lender shall be conclusive in the absence of manifest error.
        This covenant shall survive the termination of this Agreement and the payment
        of
        the Loans and all other amounts payable hereunder.

       

      
        	 	
                2.13

              	
                Pro
                  Rata Treatment.

              


      

      


      Unless
        otherwise specifically provided herein, each payment or prepayment of principal
        and each payment of interest with respect to a Borrowing shall be made pro
        rata
        among the Lenders in accordance with the respective principal amounts of
        the
        Loans extended by each Lender, if any, with respect to such Borrowing, and
        conversions of Loans to Loans of another Type and continuations of Loans
        that
        are Eurodollar Loans from one Interest Period, shall be made pro rata among
        the
        Lenders in accordance with their respective Commitments.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.1.

              	
                Sharing
                  of Setoffs.

              


      

      


      Each
        Lender agrees that if it shall, through the exercise of a right of banker’s
        lien, setoff, or counterclaim against the Borrower, including, but not limited
        to, a secured claim under Section 506 of Title 11 of the United States
        Code or other security or interest arising from, or in lieu of, such secured
        claim, received by such Lender under any applicable Debtor Relief Law or
        otherwise, obtain payment (voluntary or involuntary) in respect of the Note
        held
        by it (other
        than
        pursuant
        to Section 2.10 or Section 2.12) as a result of which the unpaid
        principal portion of the Note held by it shall be proportionately less than
        the
        unpaid principal portion of the Note held by any other Lender, it shall be
        deemed to have simultaneously purchased from such other Lender a participation
        in the Note held by such other Lender, so that the aggregate unpaid principal
        amount of the Note and participations in Notes held by each Lender shall
        be in
        the same proportion to the aggregate unpaid principal amount of all Notes
        then
        outstanding as the principal amount of the Note held by it prior to such
        exercise of banker’s lien, setoff, or counterclaim was to the principal amount
        of all Notes outstanding prior to such exercise of banker’s lien, setoff, or
        counterclaim; provided,
        however,
        that if
        any such purchase or purchases or adjustments shall be made pursuant to this
        Section 2.14 and the payment giving rise thereto shall thereafter be
        recovered, such purchase or purchases or adjustments shall be rescinded to
        the
        extent of such recovery and the purchase price or prices or adjustment restored
        without interest. The Borrower expressly consents to the foregoing arrangements
        and agrees that any Lender holding a participation in a Note deemed to have
        been
        so purchased may, upon the existence of an Event of Default, exercise any
        and
        all rights of banker’s lien, setoff, or counterclaim with respect to any and all
        moneys owing by the Borrower to such Lender as fully as if such Lender had
        made
        a Loan directly to the Borrower in the amount of such
        participation.

       

      
        
          	 	
                  1.2.

                	
                  Payments.

                


        

      

       

      (a)
        All
        payments (including prepayments) to be made by the Borrower hereunder, whether
        on account of principal, interest, fees or otherwise, shall be made without
        setoff or counterclaim and shall be made prior to 1:00 P.M., New York City
        time,
        on the due date thereof to the Administrative Agent, for the account of the
        Lenders, at the Funding Office, in Dollars and in immediately available funds.
        The Administrative Agent shall distribute such payments to the Lenders promptly
        upon receipt in like funds as received. If any payment hereunder (other than
        payments on the Eurodollar Loans) becomes due and payable on a day other
        than a
        Business Day, such payment shall be extended to the next succeeding Business
        Day. If any payment on a Eurodollar Loan becomes due and payable on a day
        other
        than a Business Day, the maturity thereof shall be extended to the next
        succeeding Business Day unless the result of such extension would be to extend
        such payment into another calendar month, in which event such payment shall
        be
        made on the immediately preceding Business Day. In the case of any extension
        of
        any payment of principal pursuant to the preceding two sentences, interest
        thereon shall be payable at the then applicable rate during such
        extension.

      


      (b)
        Unless the Administrative Agent shall have been notified in writing by any
        Lender prior to a borrowing that such Lender will not make the amount that
        would
        constitute its share of such borrowing available to the Administrative Agent,
        the Administrative Agent may assume that such Lender is making such amount
        available to the Administrative Agent, and the Administrative Agent may,
        in
        reliance upon such assumption, make available to the Borrower a corresponding
        amount. If such amount is not made available to the Administrative Agent
        by the
        required time on the Borrowing Date therefor, such Lender shall pay to the
        Administrative Agent, on demand, such amount with interest thereon, at a
        rate
        equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate
        determined by the Administrative Agent in accordance with banking industry
        rules
        on interbank compensation, for the period until such Lender makes such amount
        immediately available to the Administrative Agent. A certificate of the
        Administrative Agent submitted to any Lender with respect to any amounts
        owing
        under this paragraph shall be conclusive in the absence of manifest error.
        If
        such Lender’s share of such borrowing is not made available to the
        Administrative Agent by such Lender within three Business Days after such
        Borrowing Date, the Administrative Agent shall also be entitled to recover
        such
        amount with interest thereon at the rate per annum applicable to ABR Loans,
        on
        demand, from the Borrower.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (c)
        Unless the Administrative Agent shall have been notified in writing by the
        Borrower prior to the date of any payment due to be made by the Borrower
        hereunder that the Borrower will not make such payment to the Administrative
        Agent, the Administrative Agent may assume that the Borrower is making such
        payment, and the Administrative Agent may, but shall not be required to,
        in
        reliance upon such assumption, make available to the Lenders their respective
        pro rata
        shares
        of a corresponding amount. If such payment is not made to the Administrative
        Agent by the Borrower within three Business Days after such due date, the
        Administrative Agent shall be entitled to recover, on demand, from each Lender
        to which any amount which was made available pursuant to the preceding sentence,
        such amount with interest thereon at the rate per annum equal to the daily
        average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
        the rights of the Administrative Agent or any Lender against the
        Borrower.

       

      
        	 	
                1.3.

              	
                Calculation
                  of Eurodollar Rate.

              


      

      


      The
        provisions of this Agreement relating to calculation of the Eurodollar Rate
        are
        included only for the purpose of determining the rate of interest or other
        amounts to be paid hereunder that are based upon such rate, it being understood
        that each Lender shall be entitled to fund and maintain its funding of all
        or
        any part of a Eurodollar Loan as it sees fit. All such determinations hereunder,
        however, shall be made as if each Lender had actually funded and maintained
        funding of each Eurodollar Loan through the purchase in the London interbank
        market of one or more eurodollar deposits, in an amount equal to the principal
        amount of such Loan and having a maturity corresponding to the Interest Period
        for such Loan.

       

      
        	 	
                1.4.

              	
                Computation
                  of Interest and Fees.

              


      

      


      (a) Interest
        and fees payable pursuant hereto shall be calculated on the basis of a 360-day
        year for the actual days elapsed, except that, with respect to (i) ABR Loans
        the
        rate of interest on which is calculated on the basis of the Prime Rate and
        (ii)
        Commitment Fees payable pursuant to Section 2.4(a), such calculations shall
        be
        made on the basis of a 365- (or 366-, as the case may be) day year for the
        actual days elapsed. The Administrative Agent shall as soon as practicable
        notify the Borrower and the relevant Lenders of each determination of a
        Eurodollar Rate. Any change in the interest rate on a Loan resulting from
        a
        change in the ABR or the Eurocurrency Reserve Requirements shall become
        effective as of the opening of business on the day on which such change becomes
        effective. The Administrative Agent shall as soon as practicable notify the
        Borrower and the relevant Lenders of the effective date and the amount of
        each
        such change in interest rate.

      


      (b) Each
        determination of an interest rate by the Administrative Agent pursuant to
        any
        provision of this Agreement shall be conclusive and binding on the Borrower
        and
        the Lenders in the absence of manifest error. The Administrative Agent shall,
        at
        the request of the Borrower, deliver to the Borrower a statement showing
        the
        quotations used by the Administrative Agent in determining any interest rate
        pursuant to Section 2.7(a).

      


      
        	 	
                1.5.

              	
                Booking
                  Loans.

              


      

      


      Any
        Lender may make, carry, or transfer Loans at, to, or for the account of any
        of
        its branch offices.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      
        	 	
                1.6.

              	
                Quotation
                  of Rates.

              


      

      


      It
        is
        hereby acknowledged that the Borrower may call the Administrative Agent on
        or
        before the date on which notice of a Borrowing is to be delivered by the
        Borrower in order to receive an indication of the rate or rates then in effect,
        but that such projection shall not be binding upon the Administrative Agent
        or
        any Lender nor affect the rate of interest which thereafter is actually in
        effect when the election is made.

      


      
        	 	
                1.7.

              	
                Taxes

              


      

      


      (a)
        All
        payments made by the Borrower under this Agreement shall be made free and
        clear
        of, and without deduction or withholding for or on account of, any present
        or
        future income, stamp or other taxes, levies, imposts, duties, charges, fees,
        deductions or withholdings, now or hereafter imposed, levied, collected,
        withheld or assessed by any Tribunal, excluding net income taxes and franchise
        taxes (imposed in lieu of net income taxes) imposed on the Administrative
        Agent
        or any Lender as a result of a present or former connection between the
        Administrative Agent or such Lender and the jurisdiction of the Tribunal
        imposing such tax or any political subdivision or taxing authority thereof
        or
        therein (other than any such connection arising solely from the Administrative
        Agent or such Lender having executed, delivered or performed its obligations
        or
        received a payment under, or enforced, this Agreement or any other Loan Paper).
        If any such non-excluded taxes, levies, imposts, duties, charges, fees,
        deductions or withholdings (“Non-Excluded
        Taxes”)
        or
        Other Taxes are required to be withheld from any amounts payable to the
        Administrative Agent or any Lender hereunder, the amounts so payable to the
        Administrative Agent or such Lender shall be increased to the extent necessary
        to yield to the Administrative Agent or such Lender (after payment of all
        Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
        hereunder at the rates or in the amounts specified in this Agreement,
provided,
        however,
        that
        the Borrower shall not be required to increase any such amounts payable to
        any
        Lender with respect to any Non-Excluded Taxes (i) that are attributable to
        such
        Lender’s failure to comply with the requirements of paragraph (d) or (e) of this
        Section or (ii) that are United States withholding taxes imposed on amounts
        payable to such Lender at the time such Lender becomes a party to this
        Agreement, except to the extent that such Lender’s assignor (if any) was
        entitled, at the time of assignment, to receive additional amounts from the
        Borrower with respect to such Non-Excluded Taxes pursuant to this
        paragraph.

      


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

      


      (c)
        Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower,
        as
        promptly as possible thereafter the Borrower shall send to the Administrative
        Agent for its own account or for the account of the relevant Lender, as the
        case
        may be, a certified copy of an original official receipt received by the
        Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded
        Taxes or Other Taxes when due to the appropriate taxing authority or fails
        to
        remit to the Administrative Agent the required receipts or other required
        documentary evidence, the Borrower shall indemnify the Administrative Agent
        and
        the Lenders for any incremental taxes, interest or penalties that may become
        payable by the Administrative Agent or any Lender as a result of any such
        failure.


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (d)
        Each
        Lender (or Transferee) that is not a “U.S. Person” as defined in Section
        7701(a)(30) of the Code (a “Non-U.S.
        Lender”)
        shall
        deliver to the Borrower and the Administrative Agent (or, in the case of
        a
        Participant, to the Lender from which the related participation shall have
        been
        purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN
        or
        Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from
        U.S.
        federal withholding tax under Section 871(h) or 881(c) of the Code with respect
        to payments of “portfolio interest”, a statement substantially in the form of
        Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors
        thereto, properly completed and duly executed by such Non-U.S. Lender claiming
        complete exemption from, or a reduced rate of, U.S. federal withholding tax
        on
        all payments by the Borrower under this Agreement and the other Loan Papers.
        Such forms shall be delivered by each Non-U.S. Lender on or before the date
        it
        becomes a party to this Agreement (or, in the case of any Participant, on
        or
        before the date such Participant purchases the related participation). In
        addition, each Non-U.S. Lender shall deliver such forms promptly upon the
        obsolescence or invalidity of any form previously delivered by such Non-U.S.
        Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time
        it
        determines that it is no longer in a position to provide any previously
        delivered certificate to the Borrower (or any other form of certification
        adopted by the U.S. taxing authorities for such purpose). Notwithstanding
        any
        other provision of this paragraph, a Non-U.S. Lender shall not be required
        to
        deliver any form pursuant to this paragraph that such Non-U.S. Lender is
        not
        legally able to deliver.

      


      (e)
        A
        Lender that is entitled to an exemption from or reduction of non-U.S.
        withholding tax under the law of the jurisdiction in which the Borrower is
        located, or any treaty to which such jurisdiction is a party, with respect
        to
        payments under this Agreement shall deliver to the Borrower (with a copy
        to the
        Administrative Agent), at the time or times prescribed by applicable law
        or
        reasonably requested by the Borrower, such properly completed and executed
        documentation prescribed by applicable law as will permit such payments to
        be
        made without withholding or at a reduced rate, provided
        that
        such Lender is legally entitled to complete, execute and deliver such
        documentation and in such Lender’s judgment such completion, execution or
        submission would not materially prejudice the legal position of such
        Lender.

      


      (f)
        If
        the Administrative Agent or any Lender determines, in its sole discretion,
        that
        it has received a refund of any Non-Excluded Taxes or Other Taxes as to which
        it
        has been indemnified by the Borrower or with respect to which the Borrower
        has
        paid additional amounts pursuant to this Section 2.20, it shall pay over
        such
        refund to the Borrower (but only to the extent of indemnity payments made,
        or
        additional amounts paid, by the Borrower under this Section 2.20 with respect
        to
        the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of
        all
        out-of-pocket expenses of the Administrative Agent or such Lender and without
        interest (other than any interest paid by the relevant Tribunal with respect
        to
        such refund); provided,
        that
        the Borrower, upon the request of the Administrative Agent or such Lender,
        agrees to repay the amount paid over to the Borrower (plus any penalties,
        interest or other charges imposed by the relevant Tribunal) to the
        Administrative Agent or such Lender in the event the Administrative Agent
        or
        such Lender is required to repay such refund to such Tribunal. This paragraph
        shall not be construed to require the Administrative Agent or any Lender
        to make
        available its tax returns (or any other information relating to its taxes
        which
        it deems confidential) to the Borrower or any other Person.

      


      (g)
        The
        agreements in this Section shall survive the termination of this Agreement
        and
        the payment of the Loans and all other amounts payable
        hereunder.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      SECTION
        2

      


      LETTERS
        OF CREDIT

      


      2.1.
        L/C
        Commitment.
        (a)
        Subject
        to the terms and conditions hereof, the Issuing Lender, in reliance on the
        agreements of the other Lenders set forth in Section 3.4(a), agrees to issue
        letters of credit (“Letters of Credit”) for the account of the Borrower on any
        Business Day during the Commitment Period in such form as may be approved
        from
        time to time by the Issuing Lender; provided that the Issuing Lender shall
        have
        no obligation to issue any Letter of Credit if, after giving effect to such
        issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii)
        any
        Lender’s Revolving Extensions of Credit would exceed such Lender’s Commitment.
        Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire
        no
        later than the earlier of (x) the first anniversary of its date of issuance
        and
        (y) the date that is five Business Days prior to the Termination Date, provided
        that any Letter of Credit with a one-year term may provide for the renewal
        thereof for additional one-year periods (which shall in no event extend beyond
        the date referred to in clause (y) above).

      


      (b)
        The
        Issuing Lender shall not at any time be obligated to issue any Letter of
        Credit
        if such issuance would conflict with, or cause the Issuing Lender or the
        L/C
        Participant to exceed any limits imposed by, any applicable Law.

      


      2.2.
        Procedure
        for Issuance of Letter of Credit.
        The
        Borrower may from time to time request that the Issuing Lender issue a Letter
        of
        Credit by delivering to the Issuing Lender at its address for notices specified
        herein an Application therefor, completed to the satisfaction of the Issuing
        Lender, and such other certificates, documents and other papers and information
        as the Issuing Lender may reasonably request. Upon receipt of any Application,
        the Issuing Lender will process such Application and the certificates, documents
        and other papers and information delivered to it in connection therewith
        in
        accordance with its customary procedures and shall promptly issue the Letter
        of
        Credit requested thereby (but in no event shall the Issuing Lender be required
        to issue any Letter of Credit earlier than three Business Days after its
        receipt
        of the Application therefor and all such other certificates, documents and
        other
        papers and information relating thereto) by issuing the original of such
        Letter
        of Credit to the beneficiary thereof or as otherwise may be agreed to by
        the
        Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy
        of such
        Letter of Credit to the Borrower promptly following the issuance thereof.
        The
        Issuing Lender shall promptly furnish to the Administrative Agent, which
        shall
        in turn promptly furnish to the Lenders, notice of the issuance of each Letter
        of Credit (including the amount thereof).

      


      2.3.
        Fees
        and Other Charges.
        (b)
        The
        Borrower will pay a fee on all outstanding Letters of Credit at a per annum
        rate
        equal to the Applicable Margin then in effect, shared ratably among the Lenders
        and payable quarterly in arrears on each Quarterly Payment Date and on the
        Termination Date after the issuance date. In addition, the Borrower shall
        pay to
        the Issuing Lender for its own account a fronting fee of 0.125% per annum
        on the
        undrawn and unexpired amount of each Letter of Credit, payable quarterly
        in
        arrears on each Quarterly Payment Date and on the Termination Date after
        the
        issuance date.

      


      (b) In
        addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing
        Lender for such normal and customary costs and expenses as are incurred or
        charged by the Issuing Lender in issuing, negotiating, effecting payment
        under,
        amending or otherwise administering any Letter of Credit.


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      2.4.
        L/C
        Participations.
        (c)
        The
        Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
        Participant, and, to induce the Issuing Lender to issue Letters of Credit,
        each
        L/C Participant irrevocably agrees to accept and purchase and hereby accepts
        and
        purchases from the Issuing Lender, on the terms and conditions set forth
        below,
        for such L/C Participant’s own account and risk an undivided interest equal to
        such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations
        and rights under and in respect of each Letter of Credit and the amount of
        each
        draft paid by the Issuing Lender thereunder. Each L/C Participant agrees
        with
        the Issuing Lender that, if a draft is paid under any Letter of Credit for
        which
        the Issuing Lender are not reimbursed in full by the Borrower in accordance
        with
        the terms of this Agreement, such L/C Participant shall pay to the Issuing
        Lender upon demand at the Issuing Lender’s address for notices specified herein
        an amount equal to such L/C Participant’s Percentage of the amount of such
        draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s
        obligation to pay such amount shall be absolute and unconditional and shall
        not
        be affected by any circumstance, including (i) any setoff, counterclaim,
        recoupment, defense or other right that such L/C Participant may have against
        the Issuing Lender, the Borrower or any other Person for any reason whatsoever,
        (ii) the occurrence or continuance of a Default or an Event of Default or
        the
        failure to satisfy any of the other conditions specified in Section 5, (iii)
        any
        adverse change in the condition (financial or otherwise) of the Borrower,
        (iv)
        any breach of this Agreement or any other Loan Document by the Borrower,
        any
        other Company or any other L/C Participant or (v) any other circumstance,
        happening or event whatsoever, whether or not similar to any of the
        foregoing.

      


      (b)
        If
        any amount required to be paid by any L/C Participant to the Issuing Lender
        pursuant to Section 3.4(a) in respect of any unreimbursed portion of any
        payment
        made by the Issuing Lender under any Letter of Credit is paid to the Issuing
        Lender within three Business Days after the date such payment is due, such
        L/C
        Participant shall pay to the Issuing Lender on demand an amount equal to
        the
        product of (i) such amount, times (ii) the daily average Federal Funds Effective
        Rate during the period from and including the date such payment is required
        to
        the date on which such payment is immediately available to the Issuing Lender,
        times (iii) a fraction the numerator of which is the number of days that
        elapse
        during such period and the denominator of which is 360. If any such amount
        required to be paid by any L/C Participant pursuant to Section 3.4(a) is
        not
        made available to the Issuing Lender by such L/C Participant within three
        Business Days after the date such payment is due, the Issuing Lender shall
        be
        entitled to recover from such L/C Participant, on demand, such amount with
        interest thereon calculated from such due date at the rate per annum applicable
        to ABR Loans. A certificate of the Issuing Lender submitted to any L/C
        Participant with respect to any amounts owing under this Section shall be
        conclusive in the absence of manifest error.

      


      (c)
        Whenever, at any time after the Issuing Lender has made payment under any
        Letter
        of Credit and has received from any L/C Participant its pro rata
        share of
        such payment in accordance with Section 3.4(a), the Issuing Lender receives
        any
        payment related to such Letter of Credit (whether directly from the Borrower
        or
        otherwise, including proceeds of collateral applied thereto by the Issuing
        Lender), or any payment of interest on account thereof, the Issuing Lender
        will
        distribute to such L/C Participant its pro rata
        share
        thereof; provided,
        however,
        that in
        the event that any such payment received by the Issuing Lender shall be required
        to be returned by the Issuing Lender, such L/C Participant shall return to
        the
        Issuing Lender the portion thereof previously distributed by the Issuing
        Lender
        to it.

      


      2.5.
        Reimbursement
        Obligation of the Borrower.
        If any
        draft is paid under any Letter of Credit, the Borrower shall reimburse the
        Issuing Lender for the amount of (a) the draft so paid and (b) any taxes,
        fees,
        charges or other costs or expenses incurred by such Issuing Lender in connection
        with such payment, not later than 12:00 Noon, New York City time, on (i)
        the
        Business Day that the Borrower receives notice of such draft, if such notice
        is
        received on such day prior to 10:00 A.M., New York City time, or (ii) if
        clause
        (i) above does not apply, the Business Day immediately following the day
        that
        the Borrower receives such notice. Each such payment may be paid using a
        Loan to
        the extent otherwise permitted under this Agreement and shall be made to
        such
        Issuing Lender at its address for notices referred to herein in Dollars and
        in
        immediately available funds. Interest shall be payable on any such amounts
        from
        the date on which the relevant draft is paid until payment in full at the
        rate
        set forth in (x) until the Business Day next succeeding the date of the relevant
        notice, Section 2.7(b) and (y) thereafter, Section 2.7(c).


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      2.6.
        Obligations
        Absolute.
        The
        Borrower’s obligations under this Section 3 shall be absolute and unconditional
        under any and all circumstances and irrespective of any setoff, counterclaim
        or
        defense to payment that the Borrower may have or have had against the Issuing
        Lenders, any beneficiary of a Letter of Credit or any other Person. The Borrower
        also agrees with the Issuing Lenders that the Issuing Lenders shall not be
        responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5
        shall not be affected by, among other things, the validity or genuineness
        of
        documents or of any endorsements thereon, even though such documents shall
        in
        fact prove to be invalid, fraudulent or forged, or any dispute between or
        among
        the Borrower and any beneficiary of any Letter of Credit or any other party
        to
        which such Letter of Credit may be transferred or any claims whatsoever of
        the
        Borrower against any beneficiary of such Letter of Credit or any such
        transferee. The Issuing Lenders shall not be liable for any error, omission,
        interruption or delay in transmission, dispatch or delivery of any message
        or
        advice, however transmitted, in connection with any Letter of Credit, except
        for
        errors or omissions found by a final and nonappealable decision of a court
        of
        competent jurisdiction to have resulted from the gross negligence or willful
        misconduct of the Issuing Lenders. The Borrower agrees that any action taken
        or
        omitted by the Issuing Lenders under or in connection with any Letter of
        Credit
        or the related drafts or documents, if done in the absence of gross negligence
        or willful misconduct, shall be binding on the Borrower and shall not result
        in
        any liability of the Issuing Lender to the Borrower.

      


      2.7.
        Letter
        of Credit Payments.
        If any
        draft shall be presented for payment under any Letter of Credit, the Issuing
        Lender shall promptly notify the Borrower of the date and amount thereof.
        The
        responsibility of the Issuing Lender to the Borrower in connection with any
        draft presented for payment under any Letter of Credit shall, in addition
        to any
        payment obligation expressly provided for in such Letter of Credit, be limited
        to determining that the documents (including each draft) delivered under
        such
        Letter of Credit in connection with such presentment are substantially in
        conformity with such Letter of Credit.

      


      2.8.
        Applications.
        To the
        extent that any provision of any Application related to any Letter of Credit
        is
        inconsistent with the provisions of this Section 3, the provisions of this
        Section 3 shall apply.

      


      SECTION
        3

      


      REPRESENTATIONS
        AND WARRANTIES.

      


      The
        Borrower represents and warrants to the Agents and the Lenders as
        follows:

       

      
        	 	
                3.1.

              	
                Purpose
                  of Credit Facility.

              


      

      


      The
        Borrower will use Loan proceeds only to refinance the Existing Credit Agreement
        and for the working capital needs and general corporate purposes (including
        Acquisitions and capital expenditures) of the Companies. The proceeds loaned
        hereunder will not be used directly or indirectly for the purpose of purchasing
        or carrying, or for the purpose of extending credit to others for the purpose
        of
        purchasing or carrying, any Margin Stock, or to repay any Debt which was
        created
        for such purposes.

       

      
        	 	
                3.2.

              	
                Corporate
                  Existence, Good Standing, and
                  Authority.

              


      

      


      Each
        Company is, to the best of the Borrower’s knowledge, duly organized, validly
        existing, and in good standing under the Laws of its state of incorporation
        (such jurisdictions being identified on Exhibit 21 of Borrower’s most
        recent annual report filed with the Securities and Exchange Commission on
        Form 10-K). Except where failure would not reasonably be expected to have a
        Material Adverse Effect, each Company (a) is duly qualified to transact
        business and is in good standing as a foreign corporation in each jurisdiction
        where the nature and extent of its business and properties require the same,
        and
        (b) possesses all requisite authority, power, licenses, permits, and
        franchises to conduct its business as is now being, or is contemplated herein
        to
        be, conducted. The Borrower possesses all requisite authority, power, licenses,
        permits, and franchises to execute, deliver, and comply with the terms of
        the
        Loan Papers, all which have been duly authorized and approved by all necessary
        corporate action and, except where failure would not reasonably be expected
        to
        have a Material Adverse Effect, for which no approval or consent of any Person
        or Tribunal is required which has not been obtained and no filing or other
        notification to any Person or Tribunal is required which has not been properly
        completed.


      
        
          
          

        

        
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                3.3.

              	
                Significant
                  Subsidiaries.

              


      

      


      Exhibit 21
        of the Borrower’s most recent annual report filed with the Securities and
        Exchange Commission on Form 10-K sets forth, in all material respects, all
        existing Significant Subsidiaries of the Borrower and correctly lists, as
        to
        each Significant Subsidiary, (a) its name and (b) its jurisdiction of
        incorporation. The shares of capital stock of each Significant Subsidiary
        owned
        by the Borrower (either directly or indirectly through another Subsidiary)
        as
        set forth on Exhibit 21 of Borrower’s most recent annual report filed with
        the Securities and Exchange Commission on Form 10-K are the duly
        authorized, validly issued, fully paid, and nonassessable shares of such
        Significant Subsidiary and are owned by the Borrower free and clear of all
        Liens
        except Permitted Liens.

       

      
        	 	
                3.4.

              	
                Financial
                  Statements.

              


      

      


      (a) The
        Current Financials were prepared in accordance with GAAP and present fairly
        the
        consolidated financial condition and the results of operations of the Companies
        as of, and for the periods ended, the dates thereof. There were no material
        (to
        the Companies taken as a whole) liabilities, direct or indirect, fixed or
        contingent, of any Company as of the date of the Current Financials which
        are
        not reflected therein. No Company has incurred any material (to the Companies
        taken as a whole) liability, direct or indirect, fixed or contingent, between
        the dates of the Current Financials and the date hereof, except in the ordinary
        course of business, such as in connection with acquisitions and financing
        activities.

      


      (b) Since
        December 31, 2005, there has been no development or event that has had or
        could
        reasonably be expected to have a Material Adverse Effect.

      


      	3.5.  	
              Compliance
                with Laws, Charter, and Agreements.

            


      


      No
        Company is, nor will the execution, delivery, performance, or observance
        of the
        Loan Papers cause any Company to be, in violation of any Laws or any Material
        Agreements to which it is a party, other
        than
        such
        violations which would not reasonably be expected to have a Material Adverse
        Effect. Neither the Borrower nor any Subsidiary is, nor will the execution,
        delivery, performance, or observance of the Loan Papers cause the Borrower
        or
        any Subsidiary to be, in violation of its bylaws or charter.

      


      
        	 	
                3.6.

              	
                Litigation.

              


      

      


      Except
        as
        described in the Form 10-Q filed by the Borrower for the quarterly period
        ended September 30, 2006 and to the knowledge of the Borrower, no Company
        is
        aware of any “Material” Litigation, and there are no Material outstanding or
        unpaid judgments against any Company. Material for purpose of this
        Section 4.6 in relation to Litigation would include any actions or
        proceedings pending or threatened against any Company before any court or
        Tribunal as to which there is a reasonable possibility of an adverse
        determination seeking damages, net of insurance proceeds to the Company,
        in
        excess of $10,000,000 in any case or 1% of Consolidated Net Worth in the
        aggregate, or which might result in any Material Adverse
        Effect.


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.7.

              	
                Taxes.

              


      

      


      All
        Tax
        returns of each Company required to be filed have been filed (or extensions
        have
        been granted) except where the failure to do so could not reasonably be expected
        to have a Material Adverse Effect, and all Taxes imposed upon each Company
        which
        are shown to be due and payable thereon have been paid other
        than
        Taxes
        for which the criteria for Permitted Liens have been satisfied and Taxes
        being
        contested in good faith by proper proceedings and with respect to which such
        Company shall have, to the extent required by GAAP, set aside on its books
        adequate reserves.

       

      
        	 	
                3.8.

              	
                Environmental
                  Matters.

              


      

      


      No
        Company’s ownership of its assets violates any applicable Environmental Law,
other
        than
        such
        violations which would not reasonably be expected to have a Material Adverse
        Effect. To the Borrower’s knowledge, no investigation or review is pending or
        threatened by any Tribunal with respect to any alleged violation of any
        Environmental Law in connection with any Company’s assets which could result in
        a Material Adverse Effect. None of any Company’s assets have been used by such
        Company or, to the Borrower’s knowledge, any other Person as a dump site for any
        Hazardous Substance except where such use would not reasonably be expected
        to
        have a Material Adverse Effect.

       

      
        	 	
                3.9.

              	
                Employee
                  Benefit Plans.

              


      

      


      (a) No
        employee benefit plan as defined in the Code and Title IV of ERISA of any
        Company has incurred an accumulated funding deficiency in an amount sufficient
        to have a Material Adverse Effect, (b) no Company has incurred liability to
        the PBGC in connection with any such plan where such liability could reasonably
        be expected to have a Material Adverse Effect, (c) no Company has withdrawn
        in whole or in part from participation in a Multiemployer Plan where the
        withdrawal could reasonably be expected to have a Material Adverse Effect,
        and
        (d) to the best of the Borrower’s knowledge, no “prohibited
        transaction”
(as
        defined in section 406 of ERISA or section 4975 of the Code) or
“reportable
        event”
(as
        defined in section 4043 of ERISA) has occurred which could reasonably be
        expected to have a Material Adverse Effect.

      


      
        	 	
                3.10.

              	
                Properties;
                  Liens.

              


      

      


      Each
        Company has good and marketable (except for Permitted Liens) title to all
        its
        property reflected on the Current Financials as being owned (except for
        dispositions of property in the ordinary course of business between the date
        or
        dates thereof and the date hereof). Except for Permitted Liens, there is
        no Lien
        on any property of any Company, and the execution, delivery, performance,
        or
        observance of the Loan Papers will not require or result in the creation
        of any
        Lien other
        than
        Permitted Liens.

      


      	3.11.  	
              Holding
                Company and Investment Company
                Status.

            


      


      The
        Borrower is not (a) a “holding
        company,”
a
        “subsidiary
        company”
of
        a
“holding
        company,”
an
        “affiliate”
of
        a
“holding
        company”
or
        of a
“subsidiary
        company”
of
        a
“holding
        company,”
or
        a
“public
        utility”
within
        the meaning of the Public Utility Holding Company Act of 1935, as amended,
        (b) a “public
        utility”
within
        the meaning of the Federal Power Act, as amended, (c) an “investment
        company”
within
        the meaning of the Investment Company Act of 1940, as amended, (d) an
“investment
        adviser”
within
        the meaning of the Investment Advisers Act of 1940, as amended, or
        (e) directly subject to the jurisdiction of the Federal Communications
        Commission or any public service commission.


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.12.

              	
                Transactions
                  with Affiliates.

              


      

      


      Except
        as
        disclosed on Schedule 4.12, no Company is a party to a material transaction
        with any of its Affiliates other than transactions in the ordinary course
        of
        business and upon fair and reasonable terms not materially less favorable
        than
        such Company could obtain or could become entitled to in an arm’s-length
        transaction with a Person that was not its Affiliate and other than transactions
        between or among entities each of which is either the Borrower or a Wholly
        Owned
        Subsidiary. For purposes of this Section 4.12, such transactions are
“material”
if
        they, individually or in the aggregate, require any Company to pay more than
        1
        percent of Consolidated Net Worth over the course of such
        transactions.

       

      
        	 	
                3.13.

              	
                Leases.

              


      

      


      All
        material leases under which any Company is lessee or tenant are in full force
        and effect, and no default or potential default exists thereunder which could
        result in a Material Adverse Effect.

       

      
        	 	
                3.14.

              	
                Labor
                  Matters.

              


      

      


      There
        are
        no actual or, to the Borrower’s knowledge, threatened strikes, labor disputes,
        slow downs, walkouts, or other concerted interruptions of operations by any
        Company’s employees, the effect of which would have a Material Adverse
        Effect.

       

      
        	 	
                3.15.

              	
                Insurance.

              


      

      


      Each
        Company maintains with financially sound insurance companies or associations
        (or, as to workers’ compensation or similar insurance, with an insurance fund or
        by self-insurance authorized by the jurisdictions in which it operates)
        insurance concerning its properties and businesses against such casualties
        and
        contingencies and of such types and in such amounts (and with co-insurance
        and
        deductibles) as is customary in the case of same or similar businesses;
provided,
        however, a program of self-insurance in such amounts and against such risks
        as
        are prudent and which is consistent with accepted business practice shall
        constitute compliance with this Section 4.15.

       

      
        	 	
                3.16.

              	
                Solvency.

              


      

      


      The
        Companies are, and after giving effect to the transactions contemplated under
        the Loan Papers will be, Solvent.

       

      
        	 	
                3.17.

              	
                Business.

              


      

      


      The
        business of the Borrower, as presently conducted and as proposed to be
        conducted, is set forth on Schedule 4.17.

       

      
        	 	
                3.18.

              	
                General.

              


      

      


      All
        writings exhibited or delivered to the Agents by or on behalf of any Company
        are
        and will be genuine and in all material respects what they purport and appear
        to
        be.


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

      SECTION
        4

      


      CONDITIONS
        PRECEDENT.

      


      
        	 	
                4.1.

              	
                Initial
                  Loan.

              


      

      


      No
        Lender
        will be obligated to fund the initial Loan unless the Administrative Agent
        has
        received all of the following in form and substance satisfactory to the
        Administrative Agent and its special counsel:

      


      (a) Loan
        Papers.
        This
        Agreement and the Current Financials.

      


      (b) Secretary's
        Certificates.
        A
        certificate dated as of the date hereof, executed and delivered by the Borrower,
        certifying that (i) attached is a true, correct, and complete copy of
        (A) the Borrower’s charter, certified by the appropriate state official and
        dated a Current Date, (B) the Borrower’s bylaws, and (C) resolutions
        of the Borrower’s board of directors authorizing the execution and delivery of
        each Loan Paper to which the Borrower is a party and (ii) the officers
        whose specimen signatures appear on such certificate hold the corporate office
        indicated and are authorized to sign agreements, documents, and instruments
        on
        behalf of the Borrower.

      


      (c) Good
        Standing, Existence, and Authority.
        Certificates (dated a Current Date) relating to the Borrower’s existence, good
        standing, and authority to transact business issued by appropriate state
        officials.

      


      (d) Opinions
        of Borrower’s Counsel.
        The
        favorable opinions, dated the Effective Date and substantially in the form
        of
        Exhibit B of:

      


      (i)    Jones,
        Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., special counsel to
        the Borrower; and

      


      (ii)    Stacey
        Goff, Senior Vice President, General Counsel and Corporate Secretary of the
        Borrower.

       

      (e) Officer's
        Certificate.
        A
        certificate, dated the Effective Date and signed by the President, a Vice
        President or a Financial Officer of the Borrower, confirming compliance,
        as of
        the Effective Date, with the conditions set forth in paragraphs (a) and (b)
        of Section 5.2.

      


      (f) Fees
        and Expenses.
        Payment
        from the Borrower of all fees then due the Agents or the Lenders pursuant
        to
        this Agreement or any other agreement.

      


      (g) Existing
        Credit Agreement.
        All
        accrued unpaid amounts owing under the Existing Credit Agreement shall have
        been
        paid.

      


      (h) Financial
        Statements.
        The
        Lenders shall have received (i) audited consolidated financial statements
        of the
        Borrower for the 2003, 2004 and 2005 fiscal years and (ii) unaudited interim
        consolidated financial statements of the Borrower for each fiscal quarter
        ended
        after the date of the latest applicable financial statements delivered pursuant
        to clause (i) of this paragraph as to which such financial statements are
        available, and such financial statements shall not, in the reasonable judgment
        of the Lenders, reflect any material adverse change in the consolidated
        financial condition of the Borrower, as reflected in the financial statements
        or
        projections contained in the Confidential Information
        Memorandum.


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (i) Projections.
        The
        Lenders shall have received from the Borrower financial projections for the
        fiscal years 2006 and 2007 in form and substance reasonably satisfactory to the
        Lenders.

      


      (j) Other.
        Such
        other agreements, documents, instruments, opinions, certificates, and evidences
        as the Administrative Agent may reasonably request.

       

      
        	 	
                4.2.

              	
                Each
                  Revolving Extension of Credit.

              


      

      


      In
        addition, the Lenders will not be obligated to fund any Loan and the Issuing
        Lender shall not be obligated to issue any Letter of Credit unless at the
        time
        of such funding or issuance(a) the representations and warranties made in
        the Loan Papers (other than pursuant to Section 4.4(b), which representation
        shall only be made as of the date of the initial extension of credit) are
        true
        and correct in all material respects (except to the extent that the
        representations and warranties speak to a specific date), (b) no Default or
        Event of Default shall have occurred and shall be continuing, (c) the
        funding or issuance of such Loan or Letter of Credit is permitted by Law,
        and
        (d) if requested by the Administrative Agent or the Majority Lenders, the
        Borrower shall have delivered to the Administrative Agent evidence
        substantiating any of the matters contained in this Agreement which are
        necessary to enable the Borrower to qualify for such Loan or Letter of
        Credit.

      


      Each
        Borrowing by the Borrower hereunder shall constitute a representation and
        warranty by the Borrower as of the date of such extension of credit that
        the
        conditions contained in this Section 5.2 shall have been satisfied.

       

      
        	 	
                4.3.

              	
                Materiality
                  of Conditions.

              


      

      


      Each
        condition precedent herein is material to the transactions contemplated herein,
        and time is of the essence in respect of each thereof.

       

      
        	 	
                4.4.

              	
                Waiver
                  of Conditions.

              


      

      


      Subject
        to the provisions of Section 11.14, the Majority Lenders may elect to fund
        any
        Loan without all conditions being satisfied, but this shall not be deemed
        to be
        a waiver of the requirement that each such condition precedent be satisfied
        as a
        prerequisite for any subsequent Loan, unless the Majority Lenders (or, if
        required by Section 11.14, all Lenders) specifically waive each such item
        in
        writing.

       

      SECTION
        5

      


      AFFIRMATIVE
        COVENANTS.

      


      So
        long
        as the Lenders are committed to make Loans under this Agreement and thereafter
        until the Obligation is paid and performed in full, the Borrower covenants
        and
        agrees with the Agents and the Lenders as follows:

      


      
        	 	
                5.1.

              	
                Use
                  of Proceeds.

              


      

      


      Proceeds
        of Loans advanced hereunder shall be used only as represented
        herein.

       

      
        	 	
                5.2.

              	
                Books
                  and Records.

              


      

      


      Each
        Company shall maintain, in accordance with GAAP, proper and complete books,
        records, and accounts which are necessary to prepare the financial statements
        required to be delivered hereunder.


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.3.

              	
                Items
                  to be Furnished.

              


      

      


      The
        Borrower shall cause the following to be furnished to the Administrative
        Agent
        and each Lender (through the Administrative Agent):

      


      (a) Promptly
        after preparation, and no later than 120 days after the last day of each
        fiscal
        year of the Borrower, Financial Statements showing the consolidated financial
        condition and results of operations of the Companies as of, and for the year
        ended on, such last day, accompanied by (i) the opinion of KPMG LLP (or
        another firm of nationally-recognized independent certified public accountants
        reasonably acceptable to Majority Lenders), based on an audit using generally
        accepted auditing standards, that such Financial Statements were prepared
        in
        accordance with GAAP and present fairly the consolidated financial condition
        and
        results of operations of the Companies (and such accountants shall indicate
        in a
        letter to the Administrative Agent, that during their audit no Default or
        Event
        of Default not already reported was discovered or, if such Default or Event
        of
        Default was discovered, the nature and period of existence thereof) and
        (ii) a Financial Report Certificate with respect to such Financial
        Statements.

      


      (b) Promptly
        after preparation, and no later than 60 days after the last day of each of
        the
        first three quarters of each fiscal year of the Borrower, (i) Financial
        Statements showing the consolidated financial condition and results of
        operations of the Companies as of, and for the period from the beginning
        of the
        current fiscal year to, such last day, and (ii) a Financial Report
        Certificate with respect to such Financial Statements.

      


      (c) Promptly
        after preparation (and no later than the later of 15 days (a) after such
        filing is due or (b) after timely filing, if filed with the Securities and
        Exchange Commission), true copies of all regular and periodic reports, proxy
        statements and filings on Form 8-K furnished by or on behalf of any Company
        to
        stockholders generally or filed with the Securities and Exchange Commission.
        However, only registration statements covering more than 2 percent of the
        Borrower’s outstanding shares of common stock shall be required to be furnished
        unless specifically requested by the Administrative Agent.

      


      (d) Promptly
        upon receipt thereof, copies of any notices received from any Tribunal
        (including, without limitation, state regulatory agencies) relating to the
        possible violation or violation of any Law which might have a Material Adverse
        Effect.

      


      (e) Notice,
        promptly after the Borrower knows or has reason to know of, (i) the
        existence of any material Litigation as defined in Section 4.6,
        (ii) any material change in any material fact or circumstance represented
        or warranted in any Loan Paper, or (iii) a Default or Event of Default,
        specifying the nature thereof and what action the Borrower or any other Company
        has taken, is taking, or proposes to take with respect thereto.

      


      (f) Notice,
        promptly after the Borrower knows or has reason to know of, a Subsidiary
        Encumbrance, as defined in Section 7.14(b).

      


      (g) Within
        10
        days after execution thereof, copies of any supplements, modifications or
        amendments to the Equity Units documentation.

      


      (h) Promptly
        upon the Administrative Agent’s or any Lender’s reasonable request, such
        information (not otherwise required to be furnished under the Loan Papers)
        respecting the business affairs, assets, and liabilities of any Company,
        and any
        opinions, certifications, and documents, in addition to those mentioned
        herein.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.4.

              	
                Inspection.

              


      

      


      The
        Borrower shall allow the Administrative Agent and each Lender, when the
        Administrative Agent or such Lender reasonably deems necessary, at such Lender’s
        own expense if no Default then exists, to inspect any of its properties,
        to
        review reports, files, and other records and to make and take away copies
        thereof, to conduct tests or investigations, and to discuss any of its affairs,
        conditions, and finances with any director, officer, or employee of such
        Company
        from time to time, upon reasonable notice during reasonable business hours,
        or
        otherwise when reasonably considered necessary.

       

      
        	 	
                5.5.

              	
                Taxes.

              


      

      


      Each
        Company shall promptly pay when due any Taxes, except those which if unpaid
        would not cause a Material Adverse Effect, Taxes for which the criteria for
        Permitted Liens have been satisfied and Taxes being contested in good faith
        by
        proper proceedings and with respect to which such Company shall have, to
        the
        extent required by GAAP, set aside on its books adequate reserves. No Company
        shall use any proceeds of Loans to pay the wages of employees unless a timely
        payment to or deposit with the United States of America of all amounts of
        Tax
        required to be deducted and withheld with respect to such wages is also
        made.

      


      
        	 	
                5.6.

              	
                Payment
                  of Obligations.

              


      

      


      Each
        Company shall promptly pay (or renew and extend) all of its material obligations
        as the same become due except those being contested in good faith by proper
        proceedings and with respect to which such Company shall have, to the extent
        required by GAAP, set aside on its books adequate reserves, but no Company
        will
        make any voluntary prepayment of the principal of any Debt other than the
        Obligation, whether subordinate to the Obligation or not, if a Default or
        Event
        of Default exists under any Loan Paper.

       

      
        	 	
                5.7.

              	
                Expenses.

              


      

      


      The
        Borrower shall promptly pay (a) all reasonable and necessary out-of-pocket
        costs, fees, and expenses paid or incurred by the Administrative Agent incident
        to any Loan Paper (including, but not limited to, the reasonable fees and
        expenses of counsel to the Administrative Agent in connection with the
        negotiation, preparation, delivery, and execution of the Loan Papers and
        any
        related amendment, waiver, or consent); and (b) all reasonable and
        customary out-of-pocket costs, fees and expenses paid or incurred by the
        Administrative Agent and any of the Lenders in connection with the enforcement
        of the obligations of any Company or the exercise of any Rights (including,
        but
        not limited to, reasonable attorneys’ fees and court costs), all of which shall
        be a part of the Obligation. This covenant shall survive the termination
        of this
        Agreement and the payment of the Loans and all other amounts payable
        hereunder.

       

      
        	 	
                5.8.

              	
                Maintenance
                  of Existence, Assets, Business, and
                  Insurance.

              


      

      


      Except
        as
        permitted by Section 7.4, each Company shall at all times (a) maintain its
        corporate existence and authority to transact business and good standing
        in its
        jurisdiction of incorporation or organization and all other jurisdictions
        where
        the failure to so maintain could reasonably be expected to have a Material
        Adverse Effect, (b) maintain all licenses, permits, and franchises necessary
        for
        its business, where the failure to so maintain could reasonably be expected
        to
        have a Material Adverse Effect, (c) keep all of its assets which are necessary
        to its business in good working order and condition (ordinary wear and tear
        excepted), and make all necessary repairs and replacements thereto, and (d)
        maintain either (i) insurance with such insurers, in such amounts, and
        covering such risks, as shall be ordinary and customary in the industry or
        (ii) a comparable self-insurance program.


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.9.

              	
                Preservation
                  and Protection of Rights.

              


      

      


      Each
        Company shall perform such acts and duly authorize, execute, acknowledge,
        deliver, file, and record any additional agreements, documents, instruments,
        and
        certificates as the Administrative Agent may reasonably deem necessary or
        appropriate in order to preserve and protect the Rights of the Agents or
        the
        Lenders under any Loan Paper.

       

      
        	 	
                5.10.

              	
                Environmental
                  Laws.

              


      

      


      Each
        Company shall conduct its business so as to comply with all applicable
        Environmental Laws and shall promptly take corrective action to remedy any
        non-compliance with any Environmental Law, except where failure to so comply
        or
        take such action would not reasonably be expected to have a Material Adverse
        Effect. Each Company shall maintain a system which, in its reasonable business
        judgment, will assure its continued compliance with Environmental Laws in
        all
        material respects.

      


      
        	 	
                5.11.

              	
                Environmental
                  Indemnification.

              


      

      


      The
        Borrower shall indemnify, protect, and hold each Indemnified Party harmless
        from
        and against any and all liabilities, obligations, losses, damages, penalties,
        actions, judgments, suits, claims, proceedings, costs, expenses (including,
        without limitation, all reasonable attorneys’ fees and legal expenses whether or
        not suit is brought), and disbursements of any kind or nature whatsoever
        which
        may at any time be imposed on, incurred by, or asserted against such Indemnified
        Parties, with respect to or as a direct or indirect result of the violation
        by
        any Company of any Environmental Law; or with respect to or as a direct or
        indirect result of any Company’s generation, manufacture, production, storage,
        release, threatened release, discharge, disposal or presence in connection
        with
        its properties of a Hazardous Substance including, without limitation,
        (a) all damages of any such use, generation, manufacture, production,
        storage, release, threatened release, discharge, disposal, or presence, or
        (b) the costs of any required or necessary environmental investigation,
        monitoring, repair, cleanup, or detoxification and the preparation and
        implementation of any closure, remedial, or other plans. The provisions of
        and
        undertakings and indemnification set forth in this paragraph shall survive
        the
        satisfaction and payment of the Obligation and termination of this Agreement
        for
        a period of time set forth in the statute of limitations in any applicable
        Environmental Law.

      


      SECTION
        6

      


      NEGATIVE
        COVENANTS.

      


      So
        long
        as the Lenders are committed to make Loans under this Agreement and thereafter
        until the Obligation is paid and performed in full, the Borrower covenants
        and
        agrees with the Agents and the Lenders as follows:

      


      
        	 	
                6.1.

              	
                Employee
                  Benefit Plans.

              


      

       

      No
        Company will, directly or indirectly, if it would have a Material Adverse
        Effect, (a) engage in any “prohibited transaction” (as defined in
        section 406 of ERISA or section 4975 of the Code), (b) permit the
        funding requirements under ERISA with respect to any employee benefit plan
        established or maintained by any Company to ever be less than the minimum
        required by ERISA, (c) permit any employee benefit plan established or
        maintained by any Company to ever be subject to involuntary termination
        proceedings, or (d) fully or partially withdraw from any Multiemployer
        Plan.


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      	6.2.  	
              Liens.

            


      


      No
        Company will create, incur, or suffer or permit to be created or incurred
        or to
        exist any Lien (other than Permitted Liens) upon any of its assets unless
        the
        Obligations then outstanding shall be secured by such Lien equally and ratably
        with any and all obligations and indebtedness secured by such Lien.

      


      
        	 	
                6.3.

              	
                Restricted
                  Payments.

              


      

      


      The
        Borrower will not directly or indirectly make or declare any Restricted Payment,
        unless no Default or Event of Default has occurred and is continuing or would
        result from such Restricted Payment.

       

      
        	 	
                6.4.

              	
                Mergers
                  and Consolidations.

              


      

      


      No
        Company will merge or consolidate with any Person other than (a) any merger
        or
        consolidation whereby the Borrower (or another Company, if the Borrower is
        not a
        party thereto) is the surviving corporation, (b) any merger of any Subsidiary
        into another Company, (c) any merger of a Subsidiary into another Person
        (other
        than the Borrower) if after such merger the surviving entity becomes a
        Subsidiary, (d) any sale of assets permitted by Section 7.7 that is structured
        as a merger or consolidation and (e) any Subsidiary that is not a Significant
        Subsidiary may liquidate or dissolve if the Borrower determines in good faith
        that such liquidation or dissolution is in the best interests of such Borrower
        and is not materially disadvantageous to the Lenders; provided,
        that in
        any such case, immediately after such merger or consolidation there shall
        not
        exist any Default or Event of Default.

       

      
        	 	
                6.5.

              	
                Loans,
                  Advances, and Investments.

              


      

      


      Except
        as
        permitted by Section 7.4(b), no Company will make any loan, advance,
        extension of credit, or capital contribution to, make any investment in,
        or
        purchase or commit to purchase any stock or other securities or evidences
        of
        Debt of, or interests in, any other Person, other than (a) Acquisitions,
        (b) expense accounts for and other loans and advances to directors,
        officers, and employees of such Company in the ordinary course of business
        not
        to exceed $1,000,000 in the aggregate outstanding at any time;
        (c) investments in (or secured by) obligations of the United States of
        America and agencies thereof and obligations guaranteed by the United States
        of
        America maturing within one year from the date of acquisition; (d) time
        deposits, banker's acceptances or certificates of deposit issued by any of
        the
        Lenders; (e) certificates of deposit, time deposits and banker's
        acceptances which are fully insured by the Federal Deposit Insurance Corporation
        or are issued by commercial banks organized under the Laws of the United
        States
        of America or any state thereof and having combined capital, surplus, and
        undivided profits of not less than $100,000,000 (as shown on such Person’s most
        recently published statement of condition), and which certificates of deposit
        have one of the two highest ratings from Moody’s or S&P, unless Borrower has
        a written commitment to borrow funds from such commercial bank;
        (f) commercial paper rated A-2 or better by Moody’s or P-2 or better by
        S&P; (g) investments having one of the two highest ratings from Moody’s
        or S&P; (h) extensions of credit in connection with trade receivables
        and overpayments of trade payables, in each case resulting from transactions
        in
        the ordinary course of business; (i) loans from any Company to any other
        Company, investments by any Company in any other Company, capital contributions
        by any Company to any other Company, and Guaranties by any Company of the
        Debt
        of any other Company; (j) investments in the cash surrender value of life
        insurance policies issued by Persons with a financial rating from A.M. Best
        Company (as reported in Best’s Insurance Reports) of at least “A+”; provided,
        however, that if such Person’s financial rating is downgraded to less than “A+”,
        then within 90 days following such downgrading, either (i) such cash value
        life insurance policies will be transferred to another insurance company
        with a
        financial rating of at least “A+”, (ii) such cash value insurance policies
        will be collapsed and the cash value thereof will be collected by the investing
        Company, or (iii) such investment will become an investment subject to the
        limitations of subparagraph (n) of this Section 7.5; (k) the purchase
        of equity or debt securities of any Company, including the Borrower (but,
        in the
        case of equity securities of the Borrower, only to the extent permitted by
        Section 7.3), (l) investments in the capital stock or securities of or loans
        to
        or Guaranties of the Debt of any Person engaged in the same or a similar
        line of
        business as set forth on Schedule 4.17 hereto (or any reasonable extensions
        or
        expansions thereof) (i) in which a Company possesses (or will possess,
        after such investment) an equity ownership interest in such Person or
        (ii) secured by the borrower’s interest in such business; (m) in the
        ordinary course of business, investments in the capital stock of the Rural
        Telephone Bank, National Bank for Cooperatives, or the National Rural Utilities
        Cooperative Finance Corporation, or any other lender from whom the investing
        Company is intending to borrow money which requires such Company to make
        an
        equity investment in such lender in order to so borrow; (n) Guaranties of
        the Debt of the Borrower’s Employee Stock Ownership Plan; (o) investments in
        readily marketable money market funds registered under the Investment Company
        Act of 1940 with an investment policy to hold at least 90% of its assets
        in cash
        and securities of a type described in subsections (c), (d), (e), (f), (g)
        and
        (r) of this Section 7.5; (p) investments received in connection with the
        bankruptcy or reorganization of, or settlement of delinquent accounts and
        disputes with, customers and suppliers, in each case in the ordinary course
        of
        business; (q) investments consisting of non-cash consideration with respect
        to
        sale of assets permitted by Section 7.7; (r) overnight repurchase agreements
        relating to securities described in clauses (c), (d), (e), (f) or (g) of
        this
        Section 7.5; (s) any acquisition of stock or assets to the extent that the
        consideration is paid in capital stock of the Borrower; and (t) other
        loans, advances, Guaranties, and investments which never exceed in the aggregate
        at any time 25% of Adjusted Consolidated Net Worth (valued on the basis of
        original cost, plus subsequent cash and stock additions, less any write-down
        in
        value); provided that this Section 7.5 shall not restrict the investment
        by any
        Company of assets held or managed under any Plan.


      
        
          
          

        

        
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                6.6.

              	
                Transactions
                  with Affiliates.

              


      

      


      No
        Company will enter into any material transaction with any of its Affiliates,
        other than (a) transactions between or among entities each of which is either
        the Borrower or a Wholly Owned Subsidiary, (b) in the case of a transaction
        between the Borrower and a Subsidiary that is owned by the Borrower or between
        Subsidiaries one or both of which is not directly or indirectly wholly-owned
        by
        the Borrower, if the Borrower has determined that such transaction is in
        the
        best interests of the Borrower, and (c) in the case of any other transaction
        between a Company and a Person that is not a Company, transactions in the
        ordinary course of business and upon fair and reasonable terms not materially
        less favorable than such Company could obtain or could become entitled to
        in an
        arm’s-length transaction with a Person that was not its Affiliate. For purposes
        of this Section 7.6, such transactions are “material” if they, individually
        or in the aggregate, require any Company to pay more than 1 percent of
        Consolidated Net Worth over the course of such transactions.

       

      
        	 	
                6.7.

              	
                Sale
                  of Assets.

              


      

      


      No
        Company will sell, lease, or otherwise dispose of all or any substantial
        part of
        its assets (including a sale by merger of a Subsidiary with or into another
        Person) other than (a) sales of inventory or investments permitted under
        Section 7.5(c), (d), (e), (f), (g), (o) and (r) in the ordinary course of
        business; (b) sales of equipment for a fair and adequate consideration or
        disposal of obsolete or worn out equipment, provided
        that if
        any such equipment is sold or otherwise disposed of, and a replacement is
        necessary for the proper operation of the business of such Company, such
        Company
        will replace such equipment with adequate equipment; (c) the exchange of
        assets (other than equipment) for similar assets of equal or greater value;
        (d) the sale, discount, or transfer of delinquent notes or accounts
        receivable in the ordinary course of business for purposes of collection;
        (e)
        sales of accounts receivable and related assets or an interest therein of
        the
        type specified in the definition of “Qualified Receivables Transaction” made in
        connection with a Qualified Receivables Transaction (provided,
        that if
        at any time the aggregate principal amount of all Qualified Receivables
        Transactions exceeds $150,000,000, the Borrower shall permanently reduce
        the
        Total Commitments by the amount of such excess); (f) sales of assets from
        one
        Company to another Company; (g) dispositions of assets pursuant to sale and
        leaseback transactions so long as, after giving effect thereto and the use
        of
        proceeds thereof, the aggregate outstanding amount of Attributable Debt of
        the
        Companies shall not exceed $75,000,000; (h) other dispositions of assets
        (other than (i) accounts receivable and related assets or (ii) in connection
        with sale and leaseback transactions), provided
        that (i)
the
        Companies
        shall,
        within the period of 270 days following the consummation of each such
        transaction, apply (or cause to be applied) an amount equal to the Net Cash
        Proceeds of such disposition of assets to either (x) make Eligible
        Reinvestments
        or
        (y) permanently reduce the Total Commitments and (ii)
        notwithstanding the foregoing provisions of this clause (h), at any time
        that
        the Senior Unsecured Long-Term Debt Rating shall be lower than the Senior
        Unsecured Long-Term Debt Rating in effect as of the Effective Date (it being
        understood that the Debt Rating by S&P as of the Effective Date is BBB and
        the Debt Rating by Moody's as of the Effective Date is Baa2), the net book
        value
        of all assets disposed of pursuant to this clause (h) (net of acquisitions
        of
        similar assets) in
        all
        such transactions during any period of 12 consecutive months (commencing
        with
        the first date as of which such lower Senior
        Unsecured Long-Term Debt Rating shall have become effective) shall not exceed
        an
        amount equal to 10% of Consolidated Net Worth as set forth in the most recent
        Financial
        Statements delivered pursuant to Section 6.3 of this Agreement; and (i) to
        the extent not already permitted by another subsection of this Section 7.7,
        sales, transfers and other dispositions of assets (other than (i) accounts
        receivable and related assets or (ii) in connection with sale and leaseback
        transactions) that are not permitted by clauses (a) through (h) above;
provided
        that the
        cumulative consideration for all assets sold, transferred or otherwise disposed
        of in reliance upon this clause (i) shall not exceed $200,000,000 or 2-1/2%
        of
        the consolidated total assets of the Companies (measured as of the last day
        of
        the most recent fiscal quarter for which the relevant financial information
        is
        available), whichever is greater, in the aggregate, net of Eligible
        Reinvestments.


      
        
          
          

        

        
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                6.8.

              	
                Compliance
                  with Laws and Documents.

              


      

      


      No
        Company will violate the provisions of any Laws or any Material Agreement
        if
        such violation alone, or when aggregated with all other such violations,
        could
        reasonably be expected to have a Material Adverse Effect. No Company will
        violate the provisions of its charter or bylaws or modify, repeal, replace,
        or
        amend any provision of its charter or bylaws if such action could reasonably
        be
        expected to have a Material Adverse Effect. The Borrower will provide to
        the
        Administrative Agent a copy of each document that materially modifies, repeals,
        replaces, or amends the charter or bylaws of the Borrower.

       

      
        	 	
                6.9.

              	
                New
                  Businesses.

              


      

      


      No
        Company will engage in any material business other than the businesses in
        which
        it is presently engaged or businesses related thereto, as described on
        Schedule 4.17.

       

      
        	 	
                6.10.

              	
                Assignment.

              


      

      


      The
        Borrower will not assign or transfer any of its Rights, duties, or obligations
        under any of the Loan Papers.

       

      
        	 	
                6.11.

              	
                Fiscal
                  Year.

              


      

      


      The
        Borrower will not change its fiscal year without the prior written consent
        of
        the Administrative Agent (which shall not be unreasonably
        withheld).


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.12.

              	
                Holding
                  Company and Investment Company
                  Status.

              


      

      


      The
        Borrower will not conduct its business in such a way that it will become
        (a) a “holding company,” a “subsidiary company” of a “holding company,” an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding
        company,” or a “public utility” within the meaning of the Public Utility Holding
        Company Act of 1935, as amended, (b) a “public utility” within the meaning
        of the Federal Power Act, as amended, (c) an “investment company” within
        the meaning of the Investment Company Act of 1940, as amended, or (d) an
“investment adviser” within the meaning of the Investment Advisers Act of 1940,
        as amended.

       

      
        	 	
                6.13.

              	
                Amendments
                  to Equity Units Documentation.

              


      

      


      The
        Borrower will not amend, supplement or otherwise modify the terms and conditions
        of the documentation relating to the Equity Units except any amendment to
        the
        Equity Units’ purchase contracts to provide for the voluntary settlement by the
        Borrower of the purchase contracts via cash, stock or a combination thereof
        or
        any other amendment, supplement or modification that is not materially adverse
        to the interests of the Lenders.

       

      
        	 	
                6.14.

              	
                Financial
                  Covenants.

              


      

      


      (a) As
        calculated at the end of each fiscal quarter of the Borrower (but computed
        with
        respect to EBITDA for the four fiscal quarters ending on the last day of
        such
        fiscal quarter), the Borrower shall not permit the ratio of Consolidated
        Total
        Funded Debt to EBITDA of the Companies to exceed 4.00 to 1.0.

      


      (b) As
        calculated at the end of each fiscal quarter of the Borrower (but computed
        for
        the four fiscal quarters ending on the last day of such fiscal quarter),
        the
        Borrower shall not permit the ratio of EBITDA of the Companies to the sum
        of
        (i) consolidated interest expense of the Companies (less any non-cash
        amounts attributable to amortization of financing costs paid in a previous
        period) and (ii) dividends declared or paid by any Company (other than to
        another Company) on its preferred capital stock (but if such dividends are
        declared and paid during such four-quarter period, the amount shall not be
        counted twice) to be less than 1.50 to 1.0.

      


      For
        purposes of this Section 7.14(b), EBITDA and interest expense of any
        Subsidiary which is subject to any Subsidiary Encumbrance, shall be reduced
        to
        the extent such Subsidiary is restricted by the Subsidiary Encumbrance. As
        used
        in this Section 7.14(b), “Subsidiary Encumbrance” shall mean, so long as a
        default has occurred and is continuing under the agreement creating such
        encumbrance or restriction, any encumbrance or restriction on the ability
        of any
        Subsidiary to (i) pay dividends or make any other distributions on its
        capital stock or any other interest or participation in its profits owned
        by the
        Borrower or any Subsidiary of the Borrower, or pay any Debt owed to the Borrower
        or a Subsidiary of the Borrower, (ii) make loans or advances to, or grant
        liens in favor of, the Borrower or any of the Borrower’s Subsidiaries or
        (iii) transfer any of its properties or assets to the Borrower, except for
        such encumbrances or restrictions (A) existing on the date of this
        Agreement, (B) arising in connection with loans made to any Company by the
        Rural Electrification Administration, the Rural Utilities Service, the Rural
        Telephone Bank, or similar lenders such as the Rural Telephone Finance
        Cooperative, or (C) now existing or hereafter arising under or by reason of
        either (x) applicable Law or (y) this Agreement and the other Loan
        Papers.

      


      (c) If
        at any
        time after the date of this Agreement the Borrower enters into any financing
        arrangement with a third party which requires the Borrower or the Companies
        as a
        whole to maintain a specified minimum net worth, then such minimum net worth
        requirement or covenant shall be incorporated herein by reference and made
        a
        part of this Agreement for all purposes as of the date such financing
        arrangement is entered into by the Borrower.


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      Further,
        for purposes of this Section 7.14 Consolidated Total Funded Debt shall
        include any Company’s Guaranty of Funded Debt of any Person other than another
        Company or the Borrower’s Employee Stock Ownership Plan. For the first four
        quarters following any Acquisition, calculations under this Section 7.14
        shall be made on a pro forma basis as if the properties acquired in connection
        with such Acquisition were properties of the Companies during the period
        of
        calculation.

      


      SECTION
        7

      


      DEFAULT

      


      The
        term
“Event of Default” means the occurrence and continuance of any one or more of
        the following events (including the passage of time, if any, specified therefor)
        (provided
        that, if
        any such event occurs and the Lenders or Majority Lenders, as required by
        the
        provisions of Section 11.14, subsequently agree in writing that they will
        not
        exercise any remedies hereunder as a result thereof, the occurrence and
        continuance of such event shall no longer be deemed an Event of Default
        hereunder insofar as the state of facts giving rise to such event is
        concerned):

      


      
        	 	
                7.1.

              	
                Payment
                  of Obligation.

              


      

      


      The
        failure or refusal of the Borrower to pay any portion of the Obligation,
        as the
        same become due in accordance with the terms of the Loan Papers and, in the
        case
        of an interest payment, such failure or refusal continues for a period of
        5
        Business Days (no grace period being given for failure or refusal to make
        a
        principal payment). Notwithstanding the foregoing, the Borrower’s failure to
        pay, if caused solely by a wire transfer malfunction or similar problem outside
        the Borrower’s control, shall not be deemed an Event of Default so long as such
        failure to pay is promptly corrected.

       

      
        	 	
                7.2.

              	
                Covenants.

              


      

      


      (a) The
        failure or refusal of the Borrower (and, if applicable, any other Company)
        to
        punctually and properly perform, observe, and comply with any covenant,
        agreement, or condition contained in Section 6.3(e)(iii) or Section
        7.

      


      (b) The
        failure or refusal of the Borrower (and, if applicable, any other Company)
        to
        punctually and properly perform, observe, and comply with any covenant,
        agreement, or condition contained in any of the Loan Papers to which such
        Company is a party, other than covenants to pay the Obligation and the covenants
        listed in clause (a) preceding, and such failure or refusal continues for
        10 days after notice from the Administrative Agent to the Borrower.

       

      
        	 	
                7.3.

              	
                Debtor
                  Relief.

              


      

      


      The
        Companies shall not be Solvent, or any Company (a) fails to pay its Debts
        generally as they become due, (b) voluntarily seeks, consents to, or
        acquiesces in the benefit of any Debtor Relief Law, or (c) becomes a party
        to or is made the subject of any proceeding provided
        for by
        any Debtor Relief Law, other than as a creditor or claimant, that could suspend
        or otherwise adversely affect the Rights of the Agents or the Lenders granted
        in
        the Loan Papers (unless, in the event such proceeding is involuntary, the
        petition instituting same is dismissed within 60 days after its
        filing).


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      	7.4.  	
              Attachment.

            


      


      The
        failure of any Company to have discharged within 60 days after commencement
        any
        attachment, sequestration, or similar proceeding which, individually or together
        with all such other proceedings then pending, affects assets of such Company
        having a value (individually or collectively) of 1 percent of Consolidated
        Net
        Worth or more.

       

      
        	 	
                7.5.

              	
                Payment
                  of Judgments.

              


      

      


      Any
        Company fails to pay any judgments or orders for the payment of money in
        excess
        of 1 percent of Consolidated Net Worth (individually or collectively) rendered
        against it or any of its assets and either (a) any enforcement proceedings
        shall have been commenced by any creditor upon any such judgment or order
        or
        (b) a stay of enforcement of any such judgment or order, by reason of
        pending appeal or otherwise, shall not be in effect prior to the time its
        assets
        may be lawfully sold to satisfy such judgment.

       

      
        	 	
                7.6.

              	
                Default
                  Under Other Agreements.

              


      

      


      A
        default
        exists under any Material Agreement to which any Company is a party, the
        effect
        of which is to cause, or which permits the holder thereof (or a trustee or
        representative of such holder) to cause, unpaid consideration of at least
        2% of
        Consolidated Net Worth (individually or in the aggregate) to become due prior
        to
        the stated maturity or prior to the regularly scheduled dates of payment.
        For
        the purposes of this paragraph, a default by any Company in the payment of
        any
        obligation at its stated maturity date (taking into account any applicable
        cure
        period) shall be deemed to have caused such obligation to become due prior
        to
        such stated final maturity.

       

      
        	 	
                7.7.

              	
                Misrepresentation.

              


      

      


      The
        Administrative Agent or any Lender discovers that any statement, representation,
        or warranty in the Loan Papers, any Financial Statement of the Borrower,
        or any
        writing ever delivered to the Administrative Agent or any Lender pursuant
        to the
        Loan Papers is false, misleading, or erroneous when made, deemed made or
        delivered in any material respect.

       

      
        	 	
                7.8.

              	
                Change
                  in Control.

              


      

      


      A
        Change
        of Control shall occur. For the purpose of this Section, a “Change of Control”
shall be deemed to have occurred if:

      


      (a) a
        third
        person, including a “group” as defined in Section 13(d)(3) of the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding
        any employee benefit plan or plans of the Borrower and its Subsidiaries and
        Affiliates, becomes the beneficial owner, directly or indirectly, of thirty
        percent (30%) or more of the combined voting power of the Borrower’s
        outstanding voting securities ordinarily having the right to vote for the
        election of directors of the Borrower; or

      


      (b) the
        individuals who, as of September 30, 2006 constituted the Board of Directors
        of
        the Borrower (the “Board” generally and as of September 30, 2006 the “Incumbent
        Board”) cease for any reason to constitute at least two-thirds (2/3) of the
        Board, or in the case of a merger or consolidation of the Borrower, do not
        constitute or cease to constitute at least two-thirds (2/3) of the board of
        directors of the surviving company (or in a case where the surviving corporation
        is controlled, directly or indirectly, by another corporation or entity do
        not
        constitute or cease to constitute at least two-thirds (2/3) of the board of
        such controlling corporation or do not have or cease to have at least
        two-thirds (2/3) voting seats on any body comparable to a board of
        directors of such controlling entity or, if there is no body comparable to
        a
        board of directors, at least two-thirds (2/3) voting control of such
        controlling entity), provided
        that any
        person becoming a director (or, in the case of a controlling non-corporate
        entity, obtaining a position comparable to a director or obtaining a voting
        interest in such entity) subsequent to September 30, 2006, whose election,
        or
        nomination for election, was approved by a vote of the persons comprising
        at
        least two-thirds (2/3) of the Incumbent Board (other than an election or
        nomination of an individual whose initial assumption of office is in connection
        with an actual or threatened election contest, as such terms are used in
        Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
        shall be, for purposes of this Agreement, considered as though such person
        were
        a member of the Incumbent Board.


      
        
          
          

        

        
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                7.9.

              	
                ERISA.

              


      

      


      Any
        one
        of the following shall have occurred: (a) any “Reportable Event” as such
        term is defined in ERISA under any Plan, (b) the appointment by an
        appropriate Tribunal of a trustee to administer any Plan, (c) the
        termination of any Plan within the meaning of Title IV of ERISA, or
        (d) any material accumulated funding deficiency within the meaning of ERISA
        exists under any Plan, and any of (a), (b), (c) or (d) results in a Material
        Adverse Effect.

       

      
        	 	
                7.10.

              	
                Validity
                  and Enforceability of Loan
                  Papers.

              


      

      


      Any
        Loan
        Paper shall, at any time after its execution and delivery and for any reason,
        cease to be in full force and effect in any material respect or be declared
        to
        be null and void or the validity or enforceability thereof be contested by
        any
        Company party thereto or any Company shall deny that it has any liability
        or
        obligations under any Loan Paper to which it is a party.

       

      SECTION
        8

      


      RIGHTS
        AND REMEDIES

      


      
        	 	
                8.1.

              	
                Remedies
                  Upon Event of Default.

              


      

      


      (a) Should
        an
        Event of Default occur and be continuing under Section 8.3, the commitment
        of
        the Lenders to make Loans shall automatically terminate and the entire unpaid
        balance of the Obligation shall automatically become due and payable without
        any
        action of any kind whatsoever.

      


      (b) Should
        any other Event of Default occur and be continuing, subject to any agreement
        among the Lenders, the Administrative Agent may (and shall upon the request
        of
        the Majority Lenders), at its (or the Majority Lenders’) election, do any one or
        more of the following: (i) If the maturity of the Obligation has not
        already been accelerated under Section 9.1(a), declare the entire unpaid
        balance
        of the Obligation (including all amounts of L/C Obligations, whether or not
        the
        beneficiaries of the then outstanding Letters of Credit shall have presented
        the
        documents required thereunder), or any part thereof, immediately due and
        payable, whereupon it shall be due and payable (and notice of such declaration
        shall promptly be given thereafter by the Administrative Agent to the Borrower);
        (ii) terminate commitments to make Loans hereunder; (iii) reduce any
        claim to judgment; (iv) exercise (or request each Lender to exercise) the
        Rights of offset or banker’s Lien against the interest of the Borrower in and to
        every account and other property of the Borrower which are in the possession
        of
        any Lender to the extent of the full amount of the Obligation; and
        (v) exercise any and all other legal or equitable Rights afforded by the
        Loan Papers, the Laws of the State of New York or any other jurisdiction
        as the
        Administrative Agent shall deem appropriate, or otherwise, including, but
        not
        limited to, the Right to bring suit or other proceedings before any Tribunal
        either for specific performance of any covenant or condition contained in
        any of
        the Loan Papers or in aid of the exercise of any Right granted to the Lenders
        in
        any of the Loan Papers. With respect to all Letters of Credit with respect
        to
        which presentment for honor shall not have occurred at the time of an
        acceleration pursuant to this paragraph, the Borrower shall at such time
        deposit
        in a cash collateral account opened by the Administrative Agent an amount
        equal
        to the aggregate then undrawn and unexpired amount of such Letters of Credit.
        Amounts held in such cash collateral account shall be applied by the
        Administrative Agent to the payment of drafts drawn under such Letters of
        Credit, and the unused portion thereof after all such Letters of Credit shall
        have expired or been fully drawn upon, if any, shall be applied to repay
        other
        obligations of the Borrower hereunder. After all such Letters of Credit shall
        have expired or been fully drawn upon, all Reimbursement Obligations shall
        have
        been satisfied and all other obligations of the Borrower hereunder shall
        have
        been paid in full, the balance, if any, in such cash collateral account shall
        be
        returned to the Borrower (or such other Person as may be lawfully entitled
        thereto). 


      
        
          
          

        

        
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      	8.2.  	
              Waivers.

            


      


      The
        Borrower hereby waives presentment and demand for payment, protest, notice
        of
        intention to accelerate, notice of acceleration, and notice of protest and
        nonpayment, and agrees that its liability with respect to the Obligation,
        or any
        part thereof, shall not be affected by any renewal or extension in the time
        of
        payment of the Obligation, by any indulgence, or by any release or change
        in any
        security for the payment of the Obligation.

      


      
        	 	
                8.3.

              	
                Performance
                  by Administrative Agent.

              


      

      


      If
        any
        covenant, duty, or agreement of any Company is not performed in accordance
        with
        the terms of the Loan Papers, the Administrative Agent may, at its option
        (but
        subject to the approval of the Majority Lenders), perform or attempt to perform
        such covenant, duty, or agreement on behalf of such Company. In such event,
        any
        amount expended by the Administrative Agent in such performance or attempted
        performance shall be reasonable, payable by the Borrower to the Administrative
        Agent on demand, shall become part of the Obligation, and shall bear interest
        at
        the Default Rate from the date of such expenditure by the Administrative
        Agent
        until paid. Notwithstanding the foregoing, it is expressly understood that
        the
        Administrative Agent does not assume and shall never have, except by its
        express
        written consent, any liability or responsibility for the performance of any
        covenant, duty, or agreement of any Company.

       

      
        	 	
                8.4.

              	
                Delegation
                  of Duties and Rights.

              


      

      


      The
        Administrative Agent and the Lenders may perform any of their duties or exercise
        any of their Rights under the Loan Papers by or through the Administrative
        Agent
        and their and the Administrative Agent’s officers, directors, employees,
        attorneys, agents, or other representatives.

       

      
        	 	
                8.5.

              	
                Lenders
                  Not in Control.

              


      

      


      None
        of
        the covenants or other provisions contained in this Agreement or in any other
        Loan Paper shall, or shall be deemed to, give the Agents or the Lenders the
        Right to exercise control over the assets (including, without limitation,
        real
        property), affairs, or management of any Company, the power of the Agents
        and
        the Lenders being limited to the Right to exercise the remedies provided
        in this
        Section 9.


      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

       

      
        	 	
                8.6.

              	
                Waivers
                  by Lenders.

              


      

      


      The
        acceptance by the Agents or the Lenders at any time and from time to time
        of
        partial payment on the Obligation shall not be deemed to be a waiver of any
        Event of Default then existing. No waiver by the Agents, the Majority Lenders,
        or all of the Lenders of any Event of Default shall be deemed to be a waiver
        of
        any other then-existing or subsequent Event of Default. No delay or omission
        by
        the Agents, the Majority Lenders, or all of the Lenders in exercising any
        Right
        under the Loan Papers shall impair such Right or be construed as a waiver
        thereof or any acquiescence therein, nor shall any single or partial exercise
        of
        any such Right preclude other or further exercise thereof, or the exercise
        of
        any other Right under the Loan Papers or otherwise.

       

      
        	 	
                8.7.

              	
                Cumulative
                  Rights.

              


      

      


      All
        Rights available to the Agents and the Lenders under the Loan Papers are
        cumulative of and in addition to all other Rights granted to the Agents and
        the
        Lenders at law or in equity, whether or not the Obligation is due and payable
        and whether or not the Agents or the Lenders have instituted any suit for
        collection, foreclosure, or other action in connection with the Loan
        Papers.

       

      
        	 	
                8.8.

              	
                Application
                  of Proceeds.

              


      

      


      Any
        and
        all proceeds ever received by the Agents or the Lenders from the exercise
        of any
        Rights pertaining to the Obligation shall be applied to the Obligations in
        the
        order and manner set forth in Section 2.15.

       

      
        	 	
                8.9.

              	
                Certain
                  Proceedings.

              


      

      


      The
        Borrower will promptly execute and deliver or cause the execution and delivery
        of, all applications, certificates, instruments, registration statements,
        and
        all other documents and papers the Agents or the Lenders may reasonably request
        in connection with the obtaining of any consent, approval, registration,
        qualification, permit, license, or authorization of any other Tribunal or
        other
        Person necessary or appropriate for the effective exercise of any Rights
        under
        the Loan Papers. Because the Borrower agrees that the Agents’ and the Lenders’
remedies at Law for failure of the Borrower to comply with the provisions
        of
        this paragraph would be inadequate and that such failure would not be adequately
        compensable in damages, the Borrower agrees that the covenants of this paragraph
        may be specifically enforced.

       

      
        	 	
                8.10.

              	
                Setoff.

              


      

      


      If
        an
        Event of Default shall have occurred and is continuing, each Lender is hereby
        authorized at any time and from time to time, without prior notice to the
        Borrower (any such notice being hereby expressly waived by the Borrower),
        to set
        off and apply any and all deposits (general or special, time or demand,
        provisional or final) at any time held and any other indebtedness at any
        time
        owing by such Lender to or for the credit or the account of the Borrower
        against
        any portion of the Obligation owing to such Lender, irrespective of whether
        or
        not all of the Obligation, or any part thereof, shall be then due. Each Lender
        agrees promptly to notify the Borrower (with a copy to the Administrative
        Agent)
        after any such setoff and application, provided
        that the
        failure to give such notice shall not affect the validity of such setoff
        and
        application. The rights and remedies of each Lender hereunder are in addition
        to
        other rights and remedies (including, without limitation, other rights of
        setoff) which such Lender may have.


      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      SECTION
        9

      


      THE
        AGENTS.

      


      
        	 	
                9.1.

              	
                Appointment.

              


      

      


      Each
        Lender hereby irrevocably designates and appoints the Administrative Agent
        as
        the agent of such Lender under this Agreement and the other Loan Papers,
        and
        each such Lender irrevocably authorizes the Administrative Agent, in such
        capacity, to take such action on its behalf under the provisions of this
        Agreement and the other Loan Papers and to exercise such powers and perform
        such
        duties as are expressly delegated to the Administrative Agent by the terms
        of
        this Agreement and the other Loan Papers, together with such other powers
        as are
        reasonably incidental thereto. Notwithstanding any provision to the contrary
        elsewhere in this Agreement, the Administrative Agent shall not have any
        duties
        or responsibilities, except those expressly set forth herein, or any fiduciary
        relationship with any Lender, and no implied covenants, functions,
        responsibilities, duties, obligations or liabilities shall be read into this
        Agreement or any other Loan Paper or otherwise exist against the Administrative
        Agent.

       

      
        	 	
                9.2.

              	
                Delegation
                  of Duties.

              


      

      


      The
        Administrative Agent may execute any of its duties under this Agreement and
        the
        other Loan Papers by or through agents or attorneys-in-fact and shall be
        entitled to advice of counsel concerning all matters pertaining to such duties.
        The Administrative Agent shall not be responsible for the negligence or
        misconduct of any agents or attorneys in-fact selected by it with reasonable
        care.

       

      
        	 	
                9.3.

              	
                Exculpatory
                  Provisions.

              


      

      


      Neither
        any Agent nor any of their respective officers, directors, employees, agents,
        attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
        taken or omitted to be taken by it or such Person under or in connection
        with
        this Agreement or any other Loan Paper (except to the extent that any of
        the
        foregoing are found by a final and nonappealable decision of a court of
        competent jurisdiction to have resulted from its or such Person’s own gross
        negligence or willful misconduct) or (ii) responsible in any manner to any
        of
        the Lenders for any recitals, statements, representations or warranties made
        by
        any Company or any officer thereof contained in this Agreement or any other
        Loan
        Paper or in any certificate, report, statement or other document referred
        to or
        provided for in, or received by the Agents under or in connection with, this
        Agreement or any other Loan Paper or for the value, validity, effectiveness,
        genuineness, enforceability or sufficiency of this Agreement or any other
        Loan
        Paper or for any failure of any Company a party thereto to perform its
        obligations hereunder or thereunder. The Agents shall not be under any
        obligation to any Lender to ascertain or to inquire as to the observance
        or
        performance of any of the agreements contained in, or conditions of, this
        Agreement or any other Loan Paper, or to inspect the properties, books or
        records of any Company.

       

      
        	 	
                9.4.

              	
                Reliance
                  of Administrative Agent.

              


      

      


      The
        Administrative Agent shall be entitled to rely, and shall be fully protected
        in
        relying, upon any instrument, writing, resolution, notice, consent, certificate,
        affidavit, letter, telecopy, telex or teletype message, statement, order
        or
        other document or conversation believed by it to be genuine and correct and
        to
        have been signed, sent or made by the proper Person or Persons and upon advice
        and statements of legal counsel (including counsel to the Borrower), independent
        accountants and other experts selected by the Administrative Agent. The
        Administrative Agent may deem and treat the payee of any Note as the owner
        thereof for all purposes unless a written notice of assignment, negotiation
        or
        transfer thereof shall have been filed with the Administrative Agent. The
        Administrative Agent shall be fully justified in failing or refusing to take
        any
        action under this Agreement or any other Loan Paper unless it shall first
        receive such advice or concurrence of the Majority Lenders (or, if so specified
        by this Agreement, all Lenders) as it deems appropriate or it shall first
        be
        indemnified to its satisfaction by the Lenders against any and all liability
        and
        expense that may be incurred by it by reason of taking or continuing to take
        any
        such action. The Administrative Agent shall in all cases be fully protected
        in
        acting, or in refraining from acting, under this Agreement and the other
        Loan
        Papers in accordance with a request of the Majority Lenders (or, if so specified
        by this Agreement, all Lenders), and such request and any action taken or
        failure to act pursuant thereto shall be binding upon all the Lenders and
        all
        future holders of the Loans.


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      
        	 	
                9.5.

              	
                Notice
                  of Default.

              


      

      


      The
        Administrative Agent shall not be deemed to have knowledge or notice of the
        occurrence of any Default or Event of Default unless the Administrative Agent
        has received notice from a Lender or the Borrower referring to this Agreement,
        describing such Default or Event of Default and stating that such notice
        is a
“notice of default”. In the event that the Administrative Agent receives such a
        notice, the Administrative Agent shall promptly give notice thereof to the
        Lenders. The Administrative Agent shall take such action with respect to
        such
        Default or Event of Default as shall be reasonably directed by the Majority
        Lenders (or, if so specified by this Agreement, all Lenders); provided
        that
        unless and until the Administrative Agent shall have received such directions,
        the Administrative Agent may (but shall not be obligated to) take such action,
        or refrain from taking such action, with respect to such Default or Event
        of
        Default as it shall deem advisable in the best interests of the
        Lenders.

       

      
        	 	
                9.6.

              	
                Non-Reliance
                  on Agents and Other Lenders.

              


      

      


      Each
        Lender expressly acknowledges that neither the Agents nor any of their
        respective officers, directors, employees, agents, attorneys-in-fact or
        affiliates have made any representations or warranties to it and that no
        act by
        any Agent hereafter taken, including any review of the affairs of a Company
        or
        any affiliate of a Company, shall be deemed to constitute any representation
        or
        warranty by any Agent to any Lender. Each Lender represents to the Agents
        that
        it has, independently and without reliance upon any Agent or any other Lender,
        and based on such documents and information as it has deemed appropriate,
        made
        its own appraisal of and investigation into the business, operations, property,
        financial and other condition and creditworthiness of the Companies and their
        affiliates and made its own decision to make its Loans hereunder and enter
        into
        this Agreement. Each Lender also represents that it will, independently and
        without reliance upon any Agent 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 analysis, appraisals and decisions in taking or not taking action
        under this Agreement and the other Loan Papers, and to make such investigation
        as it deems necessary to inform itself as to the business, operations, property,
        financial and other condition and creditworthiness of the Companies and their
        affiliates. Except for notices, reports and other documents expressly required
        to be furnished to the Lenders by the Administrative Agent hereunder, the
        Administrative Agent shall not have any duty or responsibility to provide
        any
        Lender with any credit or other information concerning the business, operations,
        property, condition (financial or otherwise), prospects or creditworthiness
        of
        any Company or any affiliate of a Company that may come into the possession
        of
        the Administrative Agent or any of its officers, directors, employees, agents,
        attorneys-in-fact or affiliates.

       

      
        	 	
                9.7.

              	
                Indemnification.

              


      

      


      The
        Lenders agree to indemnify each Agent in its capacity as such (to the extent
        not
        reimbursed by the Borrower and without limiting the obligation of the Borrower
        to do so), ratably according to their respective Revolving Percentages in
        effect
        on the date on which indemnification is sought under this Section (or, if
        indemnification is sought after the date upon which the Commitments shall
        have
        terminated and the Loans shall have been paid in full, ratably in accordance
        with such Revolving Percentages immediately prior to such date), from and
        against any and all liabilities, obligations, losses, damages, penalties,
        actions, judgments, suits, costs, expenses or disbursements of any kind
        whatsoever that may at any time (whether before or after the payment of the
        Loans) be imposed on, incurred by or asserted against such Agent in any way
        relating to or arising out of, the Commitments, this Agreement, any of the
        other
        Loan Papers or any documents contemplated by or referred to herein or therein
        or
        the transactions contemplated hereby or thereby or any action taken or omitted
        by such Agent under or in connection with any of the foregoing; provided
        that no
        Lender shall be liable for the payment of any portion of such liabilities,
        obligations, losses, damages, penalties, actions, judgments, suits, costs,
        expenses or disbursements that are found by a final and nonappealable decision
        of a court of competent jurisdiction to have resulted from such Agent’s fraud,
        gross negligence or willful misconduct. The agreements in this Section shall
        survive the payment of the Loans and all other amounts payable
        hereunder.


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


      


      	9.8.  	
              Agent
                in its Individual Capacity.

            


      


      Each
        Agent and its affiliates may make loans to, accept deposits from and generally
        engage in any kind of business with any Company as though such Agent were
        not an
        Agent. With respect to its Loans made or renewed by it, each Agent shall
        have
        the same rights and powers under this Agreement and the other Loan Papers
        as any
        Lender and may exercise the same as though it were not an Agent, and the
        terms
“Lender” and “Lenders” shall include each Agent in its individual
        capacity.

       

      
        	 	
                9.9.

              	
                Successor
                  Administrative Agent.

              


      

      


      The
        Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
        the Lenders and the Borrower. If the Administrative Agent shall resign as
        Administrative Agent under this Agreement and the other Loan Papers, then
        the
        Majority Lenders shall appoint from among the Lenders a successor agent for
        the
        Lenders, which successor agent shall (unless an Event of Default under Section
        8.1 or Section 8.3 with respect to the Borrower shall have occurred and be
        continuing) be subject to approval by the Borrower (which approval shall
        not be
        unreasonably withheld or delayed), whereupon such successor agent shall succeed
        to the rights, powers and duties of the Administrative Agent, and the term
        “Administrative Agent” shall mean such successor agent effective upon such
        appointment and approval, and the former Administrative Agent’s rights, powers
        and duties as Administrative Agent shall be terminated, without any other
        or
        further act or deed on the part of such former Administrative Agent or any
        of
        the parties to this Agreement or any holders of the Loans. If no successor
        agent
        has accepted appointment as Administrative Agent by the date that is 10 days
        following a retiring Administrative Agent’s notice of resignation, the retiring
        Administrative Agent’s resignation shall nevertheless thereupon become
        effective, and the Lenders shall assume and perform all of the duties of
        the
        Administrative Agent hereunder until such time, if any, as the Majority Lenders
        appoint a successor agent as provided for above. After any retiring
        Administrative Agent’s resignation as Administrative Agent, the provisions of
        this Section 10 shall inure to its benefit as to any actions taken or omitted
        to
        be taken by it while it was Administrative Agent under this Agreement and
        the
        other Loan Papers.

       

      
        	 	
                9.10.

              	
                Co-Documentation
                  Agents and Syndication Agent.

              


      

      


      Neither
        the Co-Documentation Agents nor the Syndication Agent shall have any duties
        or
        responsibilities hereunder in its capacity as such.


      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      SECTION
        10

      


      MISCELLANEOUS.

      


      
        	 	
                10.1.

              	
                Changes
                  in GAAP.

              


      

      


      All
        accounting and financial terms used in any of the Loan Papers and the compliance
        with each covenant contained in the Loan Papers which relates to financial
        matters shall be determined in accordance with GAAP, except to the extent
        that a
        deviation therefrom is expressly stated in such Loan Papers. Should a change
        in
        GAAP require a change in any method of accounting or should any voluntary
        change
        in the accounting methods be permitted pursuant to Section 7.11, then such
        change shall not result in an Event of Default if, at the time of such change,
        such Event of Default had not occurred and was not then continuing, based
        upon
        the former methods of accounting used by or on behalf of the Borrower;
provided
        that,
        after any such change in accounting methods, the Financial Statements required
        to be delivered shall either be (a) supplemented with financial information
        prepared in comparative form, in compliance with the former methods of
        accounting used prior to such change, as well as with the new method or methods
        of accounting and, for the purpose of determining whether an Event of Default
        has occurred, Lenders shall look solely to that portion of such supplemental
        information that complies with the former methods of accounting, or
        (b) supplemented with financial information prepared in compliance with
        such new method or methods of accounting but accompanied by such information,
        in
        form and detail satisfactory to Lenders, that will allow Lenders to readily
        determine the effect of such changes in accounting methods on such Financial
        Statements, and, for the purpose of determining whether an Event of Default
        has
        occurred, Lenders shall look solely to such supplemental information as adjusted
        to reflect compliance with such former method or methods of
        accounting.

       

      
        	 	
                10.2.

              	
                Money
                  and Interest.

              


      

      


      Unless
        stipulated otherwise (a) all references in any of the Loan Papers to
“dollars,” “money,” “payments,” or other similar financial or monetary terms are
        references to currency of the United States of America and (b) all
        references to interest are to simple and not compound interest.

       

      
        	 	
                10.3.

              	
                Number
                  and Gender of Words.

              


      

      


      Whenever
        in any Loan Paper the singular number is used, the same shall include the
        plural
        where appropriate, and vice versa; and words of any gender in any Loan Paper
        shall include each other gender where appropriate. The words “herein,” “hereof,”
and “hereunder,” and other words of similar import refer to the relevant Loan
        Paper as a whole and not to any particular part or subdivision
        thereof.

       

      
        	 	
                10.4.

              	
                Headings.

              


      

      


      The
        headings, captions, and arrangements used in any of the Loan Papers are,
        unless
        specified otherwise, for convenience only and shall not be deemed to limit,
        amplify, or modify the terms of the Loan Papers, nor affect the meaning
        thereof.

       

      
        	 	
                10.5.

              	
                Exhibits.

              


      

      


      If
        any
        Exhibit, which is to be executed and delivered, contains blanks, the same
        shall
        be completed correctly and in accordance with the terms and provisions contained
        and as contemplated herein prior to, at the time of, or after the execution
        and
        delivery thereof.


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      

       

      
        	 	
                10.6.

              	
                Notices.

              


      

      


      All
        notices, requests and demands to or upon the respective parties hereto to
        be
        effective shall be in writing (including by telecopy), and, unless otherwise
        expressly provided herein, shall be deemed to have been duly given or made
        when
        delivered, or three Business Days after being deposited in the mail, postage
        prepaid, or, in the case of telecopy notice, when received, addressed as
        follows
        in the case of the Borrower and the Administrative Agent, and as set forth
        in an
        administrative questionnaire delivered to the Administrative Agent in the
        case
        of the Lenders, or to such other address as may be hereafter notified by
        the
        respective parties hereto:

      


      
        	
                Borrower:

              	
                CenturyTel,
                  Inc.

                100
                  CenturyTel Drive

                Monroe,
                  LA 71203

              
	 	
                Attention:
                  R. Stewart Ewing, Jr.

              
	 	
                Telecopy:
                  318-362-1728

              
	 	
                Telephone:
                  318-388-9512

              
	 	 
	 	
                CenturyTel,
                  Inc.

                100
                  CenturyTel Drive

                Monroe,
                  LA 71203

              
	 	
                Attention:
                  G. Clay Bailey and D. Greg Jones

              
	 	
                Telecopy:
                  318-388-9093

              
	 	
                Telephone:
                  318-388-9069

              
	 	 
	
                with
                  a copy to:

              	
                CenturyTel,
                  Inc.

                100
                  CenturyTel Drive

                Monroe,
                  LA 71203

              
	 	
                Attention:
                  Stacey W. Goff

              
	 	
                Telecopy:
                  318-388-9488

              
	 	
                Telephone:
                  318-388-9539

              
	 	 
	
                Administrative
                  Agent:

              	
                JPMorgan
                  Chase Bank, N.A.

                Loan
                  and Agency Services Group

                1111
                  Fannin, 10th
                  Floor

                Houston,
                  TX 77002

                Attention:
                  Gloria Javier

                Telecopy:
                  713-750-2878

                Telephone:
                  713-750-7919

              
	 	 
	
                with
                  a copy to::

              	
                JPMorgan
                  Chase Bank, N.A.

                270
                  Park Avenue, 4th
                  Floor

                New
                  York, NY 10017

              
	 	
                Attention:
                  Peter Ling

              
	 	
                Telecopy:
                  212-270-0213

              
	 	
                Telephone:
                  212-270-4676

              
	 	 


      

      


      provided
        that any
        notice, request or demand to or upon the Administrative Agent or the Lenders
        shall not be effective until received.


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      

       

      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 Section 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.

       

      
        	 	
                10.7.

              	
                Exceptions
                  to Covenants.

              


      

      


      The
        Borrower shall not take any action or fail to take any action which is permitted
        as an exception to any of the covenants contained in any of the Loan Papers
        if
        such action or omission would result in the breach of any other covenant
        contained in any of the Loan Papers.

       

      
        	 	
                10.8.

              	
                Survival.

              


      

      


      All
        covenants, agreements, undertakings, representations, and warranties made
        in any
        of the Loan Papers (a) shall survive all closings under the Loan Papers,
        (b) except as otherwise indicated, shall not be affected by any
        investigation made by any party, and (c) unless otherwise provided herein
        shall terminate upon the later of the termination of this Agreement and the
        payment in full of the Obligation.

       

      
        	 	
                10.9.

              	
                Governing
                  Law.

              


      

      


      THIS
        AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
        SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
        LAW
        OF THE STATE OF NEW YORK.

       

      
        	 	
                10.10.

              	
                Submission
                  to Jurisdiction; Waivers.

              


      

      


      The
        Borrower hereby irrevocably and unconditionally:

      


      (a) submits
        for itself and its property in any legal action or proceeding relating to
        this
        Agreement and the other Loan Papers to which it is a party, or for recognition
        and enforcement of any judgment in respect thereof, to the non-exclusive
        general
        jurisdiction of the courts of the State of New York, the courts of the United
        States for the Southern District of New York, and appellate courts from any
        thereof;

      


      (b) consents
        that any such action or proceeding may be brought in such courts and waives
        any
        objection that it may now or hereafter have to the venue of any such action
        or
        proceeding in any such court or that such action or proceeding was brought
        in an
        inconvenient court and agrees not to plead or claim the same;

      


      (c) agrees
        that service of process in any such action or proceeding may be effected
        by
        mailing a copy thereof by registered or certified mail (or any substantially
        similar form of mail), postage prepaid, to the Borrower, as the case may
        be at
        its address set forth in Section 11.6 or at such other address of which the
        Administrative Agent shall have been notified pursuant thereto;

      


      (d) agrees
        that nothing herein shall affect the right to effect service of process in
        any
        other manner permitted by law or shall limit the right to sue in any other
        jurisdiction; and

      


      (e) waives,
        to the maximum extent not prohibited by law, any right it may have to claim
        or
        recover in any legal action or proceeding referred to in this Section any
        special, exemplary, punitive or consequential damages.


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      

       

      
        	 	
                10.11.

              	
                WAIVERS
                  OF JURY TRIAL.

              


      

      


      THE
        BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
        UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
        TO THIS AGREEMENT OR ANY OTHER LOAN PAPER AND FOR ANY COUNTERCLAIM
        THEREIN.

       

      
        	 	
                10.12.

              	
                Severability.

              


      

      


      Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      
        	 	
                10.13.

              	
                Integration.

              


      

      


      This
        Agreement and the other Loan Papers represent the entire agreement of the
        Borrower, the Administrative Agent and the Lenders with respect to the subject
        matter hereof and thereof, and there are no promises, undertakings,
        representations or warranties by the Administrative Agent or any Lender relative
        to the subject matter hereof not expressly set forth or referred to herein
        or in
        the other Loan Papers.

       

      
        	 	
                10.14.

              	
                Amendments,
                  Etc.

              


      

      


      Neither
        this Agreement, any other Loan Paper, nor any terms hereof or thereof may
        be
        amended, supplemented or modified except in accordance with the provisions
        of
        this Section 11.14. The Majority Lenders and the Borrower may, or, with the
        written consent of the Majority Lenders, the Administrative Agent and the
        Borrower may, from time to time, (a) enter into written amendments, supplements
        or modifications hereto and to the other Loan Papers for the purpose of adding
        any provisions to this Agreement or the other Loan Papers or changing in
        any
        manner the rights of the Lenders or of the Borrower hereunder or thereunder
        or
        (b) waive, on such terms and conditions as the Majority Lenders or the
        Administrative Agent, as the case may be, may specify in such instrument,
        any of
        the requirements of this Agreement or the other Loan Papers or any Default
        or
        Event of Default and its consequences; provided,
        however,
        that no
        such waiver and no such amendment, supplement or modification shall (i) forgive
        or reduce the principal amount or extend the final scheduled date of maturity
        of
        any Loan, extend the date of any payment required by Section 2.9(b), reduce
        the
        stated rate of any interest, margin or fee payable hereunder (except (x)
        in
        connection with the waiver of applicability of any post-default increase
        in
        interest rates (which waiver shall be effective with the consent of the Majority
        Lenders) and (y) that any amendment or modification of defined terms used
        in the
        financial covenants in this Agreement shall not constitute a reduction in
        the
        rate of interest or fees for purposes of this clause (i)) or extend the
        scheduled date of any payment thereof, or increase the amount or extend the
        expiration date of any Lender’s Commitment, in each case without the written
        consent of each Lender directly affected thereby; (ii) eliminate or reduce
        the
        voting rights of any Lender under this Section 11.14 without the written
        consent
        of such Lender; (iii) reduce any percentage specified in the definition of
        Majority Lenders or consent to the assignment or transfer by the Borrower
        of any
        of its rights and obligations under this Agreement and the other Loan Papers,
        in
        each case without the written consent of all Lenders; or (iv) amend, modify
        or
        waive any provision of Section 3 or 10 without the written consent of the
        Issuing Lender or the Administrative Agent, respectively. Any such waiver
        and
        any such amendment, supplement or modification shall apply equally to each
        of
        the Lenders and shall be binding upon the Borrower, the Lenders, the
        Administrative Agent and all future holders of the Loans. In the case of
        any
        waiver, the Companies, the Lenders and the Administrative Agent shall be
        restored to their former position and rights hereunder and under the other
        Loan
        Papers, and any Default or Event of Default waived shall be deemed to be
        cured
        and not continuing; but no such waiver shall extend to any subsequent or
        other
        Default or Event of Default, or impair any right consequent
        thereon.


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        the foregoing, this Agreement may be amended (or amended and restated) with
        the
        written consent of the Majority Lenders, the Administrative Agent and the
        Borrower (a) to add one or more additional credit facilities to this Agreement
        and to permit the extensions of credit from time to time outstanding thereunder
        and the accrued interest and fees in respect thereof to share ratably in
        the
        benefits of this Agreement and the other Loan Papers with the aggregate
        principal amount of the Loans then outstanding and the accrued interest and
        fees
        in respect thereof and (b) to include appropriately the Lenders holding such
        credit facilities in any determination of the Majority Lenders.

       

      
        	 	
                10.15.

              	
                Waivers.

              


      

      


      No
        course
        of dealing nor any failure or delay by the Administrative Agent, any Lender,
        or
        any of their respective officers, directors, employees, agents, representatives,
        or attorneys with respect to exercising any Right of the Lenders hereunder
        shall
        operate as a waiver thereof. A waiver must be in writing and signed by the
        Lenders (or the Majority Lenders to the extent permitted hereunder) to be
        effective, and such waiver will be effective only in the specific instance
        and
        for the specific purpose for which it is given.

      


      
        	 	
                10.16.

              	
                Governmental
                  Regulation.

              


      

      


      Anything
        contained in this Agreement to the contrary notwithstanding, the Lenders
        shall
        not be obligated to extend credit to the Borrower in violation of any
        Law.

       

      
        	 	
                10.17.

              	
                Multiple
                  Counterparts.

              


      

      


      This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts, and all of said counterparts taken together
        shall be deemed to constitute one and the same instrument. Delivery of an
        executed signature page of this Agreement by facsimile transmission shall
        be
        effective as delivery of a manually executed counterpart hereof. A set of
        the
        copies of this Agreement signed by all the parties shall be lodged with the
        Borrower and the Administrative Agent.

       

      
        	 	
                10.18.

              	
                Successors
                  and Assigns; Participations;
                  Assignments.

              


      

      


      (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.

      


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


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      (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 (as defined below) or, if an Event
        of
        Default has occurred and is continuing, any other Person; 

      


      (B) the
        Administrative Agent; and

      


      (C) the
        Issuing Lender.

      


      
        	 	
                (ii)

              	
                Assignments
                  shall be subject to the following additional conditions:
                  

              


      

      


      (A) except
        in
        the case of an assignment to a Lender, an affiliate of a Lender or an Approved
        Fund or an assignment of the entire remaining amount of the assigning Lender’s
        Commitments, the amount of the Commitments 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 $5,000,000 unless each of the Borrower and the Administrative
        Agent otherwise consent, provided
        that (1)
        no such consent of the Borrower shall be required if an Event of Default
        has
        occurred and is continuing and (2) such amounts shall be aggregated in respect
        of each Lender and its affiliates or Approved Funds, if any; 

      


      (B) 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; 

      


      (C) the
        Assignee, if it shall not be a Lender, shall deliver to the Administrative
        Agent
        an administrative questionnaire;

      


      (D) unless
        otherwise agreed by the Borrower, the Assignee shall either (1) be a “U.S.
        Person” as defined in Section 7701(a)(30) of the Code or (2) have delivered the
        documents described in Section 2.20(d) claiming complete exemption from U.S.
        federal withholding tax on all payments by the Borrower under this Agreement
        and
        the other Loan Papers; and

      


      (E) in
        the
        case of an assignment to a CLO (as defined below), unless such assignment
        (or an
        assignment to a CLO managed by the same manager or an Affiliate of such manager)
        shall have been approved by the Borrower (the Borrower agreeing that such
        approval, if requested, will not be unreasonably withheld or delayed) the
        assigning Lender shall retain the sole right to approve any amendment,
        modification or waiver of any provision of this Agreement and the other Loan
        Papers, provided
        that the
        Assignment and Assumption between such Lender and such CLO may provide that
        such
        Lender will not, without the consent of such CLO, agree to any amendment,
        modification or waiver that (1) requires the consent of each Lender directly
        affected thereby pursuant to the proviso to the second sentence of Section
        11.14
        and (2) directly affects such CLO.

      


      For
        the
        purposes of this Section 11.18, the terms “Approved Fund” and “CLO” have the
        following meanings:

      


      “Approved
        Fund”
means
        (a) a CLO and (b) with respect to any Lender that is a fund which invests
        in
        bank loans and similar extensions of credit, any other fund that invests
        in bank
        loans and similar extensions of credit and is managed by the same investment
        advisor as such Lender or by an affiliate of such investment
        advisor.


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

      “CLO”
means
        any entity (whether a corporation, partnership, trust or otherwise) that
        is
        engaged in making, purchasing, holding or otherwise investing in bank loans
        and
        similar extensions of credit in the ordinary course of its business and is
        administered or managed by a Lender or an affiliate of such Lender.

      


      (iii)    Subject
        to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
        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 2.10, 2.12, 2.20 and 11.21). Any assignment or transfer by a
        Lender of rights or obligations under this Agreement that does not comply
        with
        this Section 11.18 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 Commitments of, and principal amount of the Loans owing
        to,
        each Lender pursuant to the terms hereof from time to time (the “Register”).
        The
        entries in the Register shall be conclusive, and the Borrower, the
        Administrative Agent, the Issuing Lender 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. 

      


      (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. 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 Commitments 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 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 may provide that such Lender will not, without the consent
        of the
        Participant, agree to any amendment, modification or waiver that (1) requires
        the consent of each Lender directly affected thereby pursuant to the proviso
        to
        the second sentence of Section 11.14 and (2) directly 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 2.10, 2.12 and
        2.20 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 9.10
        as
        though it were a Lender, provided such Participant shall be subject to Section
        2.14 as though it were a Lender.


      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      

       

      (ii)    A
        Participant shall not be entitled to receive any greater payment under Section
        2.10 or 2.20 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. 

      


      (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 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.

      


      (e) The
        Borrower, upon receipt of written notice from the relevant Lender, agrees
        to
        issue Notes to any Lender requiring Notes to facilitate transactions of the
        type
        described in paragraph (d) above.

      


      (f) Notwithstanding
        the foregoing, any Conduit Lender may assign any or all of the Loans it may
        have
        funded hereunder to its designating Lender without the consent of the Borrower
        or the Administrative Agent and without regard to the limitations set forth
        in
        Section 11.18(b). Each of the Borrower, each Lender and the Administrative
        Agent
        hereby confirms that it will not institute against a Conduit Lender or join
        any
        other Person in instituting against a Conduit Lender any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceeding under any
        state bankruptcy or similar law, for one year and one day after the payment
        in
        full of the latest maturing commercial paper note issued by such Conduit
        Lender;
provided,
        however, that each Lender designating any Conduit Lender hereby agrees to
        indemnify, save and hold harmless each other party hereto for any loss, cost,
        damage or expense arising out of its inability to institute such a proceeding
        against such Conduit Lender during such period of forbearance.

       

      
        	 	
                10.19.

              	
                Confidentiality.

              


      

      


      (a) No
        Lender
        will use confidential information obtained from the Borrower by virtue of
        the
        transactions contemplated hereby or its other relationships with the Borrower
        in
        connection with the performance by such Lender of services for other companies
        that are not affiliates of such Lender, and no Lender will furnish any such
        information to such other companies. The Borrower acknowledges that no Lender
        has any obligation to use in connection with the transactions contemplated
        hereby, or to furnish to the Borrower, confidential information obtained
        from
        other companies.

      


      (b) Each
        Lender agrees to keep confidential, and not to publish, disclose or otherwise
        divulge to anyone (and to cause their respective officers, directors, employees,
        agents and representatives to keep confidential, and not to publish, disclose
        or
        otherwise divulge to anyone) all information with respect to the Companies,
        including all financial information and projections or all other information
        (the “Confidential
        Information”)
        except
        that the Lenders shall be permitted to disclose Confidential Information: (i) to
        the Administrative Agent, any other Lender or any affiliate thereof; (ii)
        to
        their respective officers, directors, employees, agents, advisors, attorneys,
        accountants and representatives on a “need-to-know” basis in connection with the
        respective roles of the Lenders described herein, provided that the Lenders
        implement reasonable precautions to prevent disclosure by any such personnel,
        (iii) to the extent required by applicable laws and regulations or requested
        or
        required in connection with any litigation or other legal process, provided
        that
        the Lenders will use reasonable efforts to provide the Borrower with a
        reasonable opportunity to challenge the disclosure and request confidentiality
        protection for any Confidential Information that is required to be disclosed,
        (iv) subject to an agreement to comply with the provisions of this Section,
        to
        (A) actual or prospective transferees or (B) any direct or indirect counterparty
        to any Swap Agreement (or any professional advisor to such counterparty),
        (v) to
        the extent requested by any regulatory authority with jurisdiction over any
        Lender or any Affiliate of any Lender, (vi) to the extent such Confidential
        Information (A) becomes publicly available other than as a result of a breach
        of
        this agreement known to the disclosing Lender, (B) becomes available to such
        Lender on a non-confidential basis from a source other than the Borrower
        or (C)
        was available to such Lender on a non-confidential basis prior to its disclosure
        by the Borrower, (vii) to the National Association of Insurance Commissioners
        or
        any similar organization or any nationally recognized rating agency that
        requires access to information about a Lender’s investment portfolio in
        connection with ratings issued with respect to such Lender, or (viii) to
        the
        extent the Borrower shall have consented to such disclosure. Notwithstanding
        anything to the contrary contained above, the Lenders shall be entitled to
        use
        the Confidential Information in exercising remedies under this Agreement
        or any
        other Loan Paper.


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      

       

      
        	 	
                10.20.

              	
                Patriot
                  Act.

              


      

      


      Each
        of
        the Agents and the Lenders hereby notifies the Borrower that, pursuant to
        the
        requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed
        into
        law on October 26, 2001) (the “Patriot
        Act”),
        it is
        required to obtain, verify and record information that identifies the Borrower,
        which information includes names and addresses and other information that
        will
        allow such Agent or Lender to identify the Borrower in accordance with the
        Patriot Act

       

      
        	 	
                10.21.

              	
                Conflicts
                  and Ambiguities.

              


      

      


      Any
        conflict or ambiguity between the terms and provisions herein and terms and
        provisions in any other Loan Paper shall be controlled by the terms and
        provisions herein.

       

      
        	 	
                10.22.

              	
                GENERAL
                  INDEMNIFICATION.

              


      

      


      THE
        BORROWER SHALL INDEMNIFY, PROTECT, AND HOLD THE AGENTS AND THE LENDERS AND
        THEIR
        RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES,
        REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY,
        THE
“INDEMNIFIED
        PARTIES”)
        HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
        PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES (INCLUDING,
        WITHOUT LIMITATION, ATTORNEYS’ FEES AND LEGAL EXPENSES WHETHER OR NOT SUIT IS
        BROUGHT AND SETTLEMENT COSTS), AND DISBURSEMENTS OF ANY KIND OR NATURE
        WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE
        INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN PAPERS
        OR
        ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN (COLLECTIVELY, THE “INDEMNIFIED
        LIABILITIES”),
        TO
        THE EXTENT THAT ANY OF THE INDEMNIFIED LIABILITIES RESULTS, DIRECTLY OR
        INDIRECTLY, FROM ANY CLAIM MADE OR ACTION, SUIT, OR PROCEEDING COMMENCED
        BY OR
        ON BEHALF OF ANY PERSON OTHER
        THAN
        THE
        INDEMNIFIED PARTIES; PROVIDED,
        HOWEVER, THAT
        ALTHOUGH
        EACH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED FROM ITS OWN
        ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED
        HEREUNDER FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. THE
        PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH IN THIS PARAGRAPH
        SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE OBLIGATION AND TERMINATION
        OF
        THIS AGREEMENT FOR THE PERIOD OF TIME SET FORTH IN ANY APPLICABLE STATUTE
        OF
        LIMITATIONS.

      


      [Remainder
        of page left intentionally blank. Signature pages
        follow.]


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      


      EXECUTED
        as of the day and year first mentioned.

      


      
        	 	
                CENTURYTEL,
                  INC.

              
	 	 
	 	 
	 	
                By:
                  /s/ R. Stewart Ewing, Jr.

              
	 	
                    
                  Name: R.Stewart Ewing, Jr.

              
	 	
                    
                  Title:EVP and CFO

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                JPMORGAN
                  CHASE BANK, N.A.

              
	 	
                as
                  the Administrative Agent and a Lender 

              
	 	 
	 	 
	 	
                By:
                  /s/ Peter M. Ling

              
	 	
                    
                  Name: Peter M. Ling

              
	 	
                    
                  Title: Managing Director

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                WACHOVIA
                  BANK, N.A., 

              
	 	
                as
                  Syndication Agent and a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Mark L. Cook
	 	 	
                Name:

              	
                    Mark
                  L.
                  Cook

              
	 	 	
                Title:

              	
                    Director

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                BANK
                  OF AMERICA, N.A., 

              
	 	
                as
                  a Co-Documentation Agent and a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Stephen Phillips
	 	 	
                Name:

              	
                    Stephen
                  Phillips

              
	 	 	
                Title:

              	
                    Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                BANK
                  OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, 

              
	 	
                as
                  a Co-Documentation Agent and a Lender 

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	 
                
	 	
                 

              	Name:	  

	 	
                 

              	Title:	  


  


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                SUNTRUST
                  BANK, 

              
	 	
                as
                  a Co-Documentation Agent and a Lender 

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Kip
                Hurd
	 	 	
                Name:

              	
                    Kip
                  Hurd

              
	 	 	
                Title:

              	
                    Director

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                COBANK,
                  ACB, 

              
	 	
                as
                  a Co-Documentation Agent and a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Thomas Meyer
	 	 	
                Name:

              	
                    Thomas
                  Meyer

              
	 	 	
                Title:

              	
                    Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                LEHMAN
                  BROTHERS BANK, FSB, 

              
	 	
                as
                  a Co-Documentation Agent and a Lender 

              
	 	 
	 	 
	 	
                By:

              	    /s/
                Gary Taylor
	 	
                 

              	Name:	
                    Gary
                  Taylor

              
	 	
                 

              	Title:	
                    Senior
                  Vice President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                REGIONS
                  BANK, 

              
	 	
                as
                  a Co-Documentation Agent and a Lender

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                C.
                Ted Gibson
	 	 	
                Name:

              	
                    C.
                  Ted
                  Gibson

              
	 	 	
                Title:

              	
                    Commercial
                  Relationship Mgr-Sr

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                WILLIAM
                  STREET COMMITMENT CORPORATION,

              
	 	
                as
                  a Co-Documentation Agent and a Lender 

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Mark Walton
	 	 	
                Name:

              	
                    Mark
                  Walton

              
	 	 	
                Title:

              	
                    Assistant
                  Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                BARCLAYS
                  BANK PLC

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Nicholas Bell
	
                 

              	 	
                Name:

              	
                    Nicholas
                  Bell

              
	 	 	
                Title:

              	
                    Director

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                UNION
                  BANK OF CALIFORNIA, N.A.

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Matthew H. Fleming
	 	 	
                Name:

              	
                    Matthew
                  H. Fleming

              
	 	 	
                Title:

              	
                    Vice
                  President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                CITIBANK,
                  N.A. 

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                John N. Judge
	 	 	
                Name:

              	
                    John
                  N.
                  Judge

              
	 	 	
                Title:

              	
                    VP

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                U.S.
                  BANK NATIONAL ASSOCIATION

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Gregory D. Knudsen
	 	 	
                Name:

              	
                    Gregory
                  D. Knudsen

              
	 	 	
                Title:

              	
                    Senior
                  Vice President

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                FIFTH
                  THIRD BANK 

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    s/
                Sean
                Devillers
	 	 	
                Name:

              	
                    Sean
                  Devillers

              
	 	 	
                Title:

              	
                    Officer

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	
                PROGRESSIVE
                  BANK

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    /s/
                Gary Perkins
	 	 	
                Name:

              	
                    Gary
                  Perkins

              
	 	 	
                Title:

              	
                    Sr.
                  Vice President