Credit Agreement


    


    EXHIBIT
      10.23

     

    


     

    


     

    U.S.
      $1,000,000,000

     

    CREDIT
      AGREEMENT

    


    


    


    Dated
      as
      of August 23, 2006

     

    Among

     

    COMPUTER
      SCIENCES CORPORATION

     

    as
      Borrower 

     

    and

     

    THE
      BANKS NAMED HEREIN

     

    as
      Lenders

     

    and

     

    CITICORP
      USA, INC.

     

    as
      Administrative Agent

     

    


    BARCLAYS
      BANK PLC

    THE
      BANK OF NOVA SCOTIA

    THE
      ROYAL BANK OF SCOTLAND PLC

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    


    as
      Co-Syndication Agents 

     

    


     

    CITIGROUP
      GLOBAL MARKETS INC.

     

    as
      Arranger

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    TABLE
      OF CONTENTS

    


    


    
      	 	 	 	
              Page

            
	
              ARTICLE
                I DEFINITIONS
                AND ACCOUNTING TERMS

            	
              1

            
	 	
              Section
                1.01

            	
              Certain
                Defined Terms

            	
              1

            
	 	
              Section
                1.02

            	
              Computation
                of Time Periods 

            	
              11

            
	 	
              Section
                1.03

            	
              Accounting
                Terms

            	
              12

            
	 	 	 	 
	
              ARTICLE
                II AMOUNTS
                AND TERMS OF THE ADVANCES

            	
              12

            
	 	
              Section
                2.01

            	
              The
                A Advances

            	
              12

            
	 	
              Section
                2.02

            	
              Making
                the A Advances

            	
              12

            
	 	
              Section
                2.03

            	
              The
                B Advances

            	
              14

            
	 	
              Section
                2.04

            	
              Fees

            	
              18

            
	 	
              Section
                2.05

            	
              Optional
                Reduction of the Commitments

            	
              19

            
	 	
              Section
                2.06

            	
              Repayment
                and Prepayment of A Advances

            	
              19

            
	 	
              Section
                2.07

            	
              Interest
                on A Advances

            	
              19

            
	 	
              Section
                2.08

            	
              Interest
                Rate Determination

            	
              20

            
	 	
              Section
                2.09

            	
              Voluntary
                Conversion or Continuation of A Advances

            	
              20

            
	 	
              Section
                2.10

            	
              Increased
                Costs

            	
              21

            
	 	
              Section
                2.11

            	
              Payments
                and Computations

            	
              22

            
	 	
              Section
                2.12

            	
              Taxes

            	
              23

            
	 	
              Section
                2.13

            	
              Sharing
                of Payments, Etc.

            	
              25

            
	 	
              Section
                2.14

            	
              Evidence
                of Debt

            	
              25

            
	 	
              Section
                2.15

            	
              Use
                of Proceeds

            	
              26

            
	 	
              Section
                2.16

            	
              Extension
                of the Commitment Termination Date

            	
              26

            
	 	
              Section
                2.17

            	
              Substitution
                of Lenders

            	
              27

            
	 	
              Section
                2.18

            	
              Increased
                Commitments; Additional Lenders 

            	
              28

            
	 	
              Section
                2.19

            	
              Special
                Purpose Funding Vehicles

            	
              29

            
	 	 
	
              ARTICLE
                III CONDITIONS
                OF LENDING

            	
              29

            
	 	
              Section
                3.01

            	
              Condition
                Precedent to Effective Date

            	
              29

            
	 	
              Section
                3.02

            	
              Conditions
                Precedent to Each A Borrowing

            	
              30

            
	 	
              Section
                3.03

            	
              Conditions
                Precedent to Each B Borrowing

            	
              30

            
	 	 
	
              ARTICLE
                IV REPRESENTATIONS
                AND WARRANTIES

            	
              31

            
	 	
              Section
                4.01

            	
              Representations
                and Warranties of the Borrower

            	
              31

            


    

     

    


    
      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	 	
              Page

            
	
              ARTICLE
                V COVENANTS

            	
              34

            
	 	
              Section
                5.01

            	
              Affirmative
                Covenants of the Borrower

            	
              34

            
	 	
              Section
                5.02

            	
              Negative
                Covenants of the Borrower

            	
              37

            
	 	 
	
              ARTICLE
                VI EVENTS
                OF DEFAULT

            	
              40

            
	 	
              Section
                6.01

            	
              Events
                of Default

            	
              40

            
	 	 
	
              ARTICLE
                VII THE
                AGENT

            	
              42

            
	 	
              Section
                7.01

            	
              Authorization
                and Action

            	
              42

            
	 	
              Section
                7.02

            	
              Agent's
                Reliance, Etc.

            	
              43

            
	 	
              Section
                7.03

            	
              CUSA
                and Affiliates

            	
              43

            
	 	
              Section
                7.04

            	
              Lender
                Credit Decision

            	
              43

            
	 	
              Section
                7.05

            	
              Indemnification

            	
              44

            
	 	
              Section
                7.06

            	
              Successor
                Agent

            	
              44

            
	 	 
	
              ARTICLE
                VIII MISCELLANEOUS

            	
              44

            
	 	
              Section
                8.01

            	
              Amendments,
                Etc.

            	
              44

            
	 	
              Section
                8.02

            	
              Notices,
                Etc.

            	
              45

            
	 	
              Section
                8.03

            	
              No
                Waiver; Remedies

            	
              46

            
	 	
              Section
                8.04

            	
              Costs,
                Expenses and Indemnification

            	
              47

            
	 	
              Section
                8.05

            	
              Right
                of Set-off

            	
              48

            
	 	
              Section
                8.06

            	
              Binding
                Effect

            	
              48

            
	 	
              Section
                8.07

            	
              Assignments
                and Participations

            	
              48

            
	 	
              Section
                8.08

            	
              Governing
                Law

            	
              51

            
	 	
              Section
                8.09

            	
              Execution
                in Counterparts

            	
              51

            
	 	
              Section
                8.10

            	
              Consent
                to Jurisdiction; Waiver of Immunities

            	
              51

            
	 	
              Section
                8.11

            	
              Waiver
                of Trial by Jury

            	
              51

            
	 	
              Section
                8.12

            	
              Survival
                of Warranties

            	
              52

            
	 	
              Section
                8.13

            	
              Severability

            	
              52

            
	 	
              Section
                8.14

            	
              Headings

            	
              52

            
	 	
              Section
                8.15

            	
              Website
                Communications

            	
              52

            
	 	
              Section
                8.16

            	
              USA
                PATRIOT Act Notice

            	
              53

            


    

    


     

    


    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              SCHEDULES

            	 	 
	 	 	 
	
              Schedule
                I

            	
              List
                of Applicable Lending Offices

            	
              I-1

            
	
              Schedule
                II

            	
              Lenders’
                Commitments

            	
              II-1

            
	 	 	 
	
              EXHIBITS

            	 	 
	 	 	 
	
              Exhibit
                A-1

            	
              Form
                of Notice of A Borrowing

            	
              A-1-1

            
	
              Exhibit
                A-2

            	
              Form
                of Notice of B Borrowing

            	
              A-2-1

            
	
              Exhibit
                B

            	
              Form
                of Assignment and Acceptance

            	
              B-1

            
	
              Exhibit
                C

            	
              Form
                of Opinion of Howard D. Fisk, Esq., Counsel for the
                Borrower

            	
              C-1

            
	
              Exhibit
                D

            	
              Form
                of Extension Request

            	
              D-1

            


    

     

    


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    


    CREDIT
      AGREEMENT

    


    Dated
      as
      of August 23, 2006

    


    This
      CREDIT AGREEMENT is entered into as of August 23, 2006, among Computer Sciences
      Corporation, a Nevada corporation (the “Borrower”),
      the
      financial institutions (the “Banks”)
      listed
      on Schedule II hereof, and Citicorp USA, Inc. (“CUSA”),
      as
      administrative agent (the “Agent”)
      for
      the Lenders hereunder.

     

    In
      consideration of the premises and the agreements, provisions and covenants
      herein contained, the Borrower, the Lenders and the Agent agree as
      follows:

     

    ARTICLE
      I

    DEFINITIONS
      AND ACCOUNTING TERMS

     

    Section
      1.01  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):

     

    


    “A
      Advance”
means
      an advance by a Lender to the Borrower as part of an A Borrowing and refers
      to a
      Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a
“Type”
of
      A
      Advance.

    


    “A
      Borrowing”
means
      a
      borrowing consisting of A Advances of the same Type made on the same day to
      the
      Borrower pursuant to the same Notice of A Borrowing by each of the Lenders
      pursuant to Section 2.01.

    


    “Adjusted
      Eurodollar Rate”
means,
      for any Interest Period for each Eurodollar Rate Advance comprising part of
      the
      same A Borrowing, an interest rate per annum equal to the rate per annum
      obtained by dividing (i) (A) the rate per annum equal to the rate determined
      by
      the Agent to be the offered rate that appears on the page of the Telerate screen
      that displays an average British Bankers Association Interest Settlement Rate
      for deposits in Dollars (for delivery on the first day of such Interest Period)
      with a term equivalent to such Interest Period, determined as of approximately
      11:00 a.m. (London time) on the date two Business Days prior to the
      commencement of such Interest Period; (B) in the event the rate referenced
      in
      the preceding clause (A) does not appear on such page or service or such page
      or
      service shall cease to be available, the rate per annum equal to the rate
      determined by the Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest Settlement
      Rate for deposits in Dollars (for delivery on the first day of such Interest
      Period) with a term equivalent to such Interest Period, determined as of
      approximately 11:00 a.m. (London time) on the date two Business Days prior
      to
      the commencement of such Interest Period, or (C) in the event the rates
      referenced in the preceding clauses (A) and (B) are not available, the rate
      per
      annum determined by the Agent as the rate of interest (rounded upward to the
      next 1/100th of 1%) at which deposits in Dollars for delivery on the first
      day
      of such Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Advance being made, continued or converted by Citibank and
      with
      a 

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    term
      equivalent to such Interest Period would be offered by Citibank to major banks
      in the London interbank market at their request at approximately 11:00 a.m.
      (London time) on the date two Business Days prior to the commencement of such
      Interest Period; by (ii) a percentage equal to 100% minus the Eurodollar Rate
      Reserve Percentage.

     

    “Advance”
means
      an A Advance or a B Advance.

    


    “Affiliate”
means,
      as to any Person, any other Person that, directly or indirectly, controls,
      is
      controlled by or is under common control with such Person or is a director
      or
      executive officer (as such term is used in Regulation S-K promulgated under
      the
      Securities Act of 1933, as amended) of such Person.

    


    “Agreement”
means
      this Credit Agreement, as this Credit Agreement may be amended, supplemented
      or
      otherwise modified from time to time.

    


    “Applicable
      Lending Office”
means,
      with respect to each Lender, such Lender's Domestic Lending Office in the case
      of a Base Rate Advance, and such Lender's Eurodollar Lending Office in the
      case
      of a Eurodollar Rate Advance and, in the case of a B Advance, the office of
      such
      Lender notified by such Lender to the Agent as its Applicable Lending Office
      with respect to such B Advance.

    


    “Applicable
      Margin”
means,
      for any period for which any interest payment is to be made with respect to
      any
      Eurodollar Rate Advance, the interest rate per annum derived by dividing (i)
      the
      sum of the Daily Margins for each of the days included in such period by (ii)
      the number of days included in such period.

    


    “Assignment
      and Acceptance”
means
      an assignment and acceptance entered into by a Lender and an Eligible Assignee,
      and accepted by the Agent, in substantially the form of Exhibit B
      hereto.

    


    “B
      Advance”
means
      an advance by a Lender to the Borrower as part of a B Borrowing resulting from
      the auction bidding procedure described in Section 2.03.

    


    “B
      Borrowing”
means
      a
      borrowing consisting of B Advances made on the same day to the Borrower pursuant
      to the same Notice of B Borrowing by each of the Lenders whose offer to make
      one
      or more B Advances as part of such borrowing has been accepted by the Borrower
      under the auction bidding procedure described in Section 2.03.

    


    “B
      Reduction”
has
      the
      meaning specified in Section 2.01.

    


    “Base
      Rate”
means,
      for any period, a fluctuating interest rate per annum as shall be in effect
      from
      time to time which rate per annum shall at all times be equal to the highest
      of:

    


    (a) the
      rate
      of interest announced publicly by Citibank in New York, New York, from time
      to
      time, as Citibank's base rate;

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    


    (b) the
      sum
      of (A) 1/2 of one percent per annum plus (B) the rate obtained by dividing
      (x) the latest three-week moving average of secondary market morning
      offering rates in the United States for three-month certificates of deposit
      of
      major United States money market banks (such three-week moving average being
      determined weekly by Citibank on the basis of such rates reported by certificate
      of deposit dealers to and published by the Federal Reserve Bank of New York
      or,
      if such publication shall be suspended or terminated, on the basis of quotations
      for such rates received by Citibank, in either case adjusted to the nearest
      1/4
      of one percent or, if there is no nearest 1/4 of one percent, to the next higher
      1/4 of one percent), by (y) a percentage equal to 100% minus the average of
      the daily percentages specified during such three-week period by the Board
      of
      Governors of the Federal Reserve System for determining the maximum reserve
      requirement (including, but not limited to, any marginal reserve requirements
      for Citibank in respect of liabilities consisting of or including (among other
      liabilities) three-month nonpersonal time deposits of at least $100,000),
plus
      (C) the average during such three-week period of the daily net annual
      assessment rates estimated by Citibank for determining the current annual
      assessment payable by Citibank to the Federal Deposit Insurance Corporation
      for
      insuring three-month deposits in the United States; or

    


    (c) 1/2
      of
      one percent per annum above the Federal Funds Rate.

    


    “Base
      Rate Advance”
means
      an A Advance which bears interest as provided in Section 2.07(a).

    


    “Borrower”
means
      Computer Sciences Corporation, a Nevada corporation. 

    


    “Borrowing”
means
      an A Borrowing or a B Borrowing.

    


    “Business
      Day”
means
      a
      day of the year on which banks are not required or authorized to close in New
      York City and, if the applicable Business Day relates to any Eurodollar Rate
      Advances, on which dealings are carried on in the London interbank
      market.

    


    “Capital
      Lease”
means,
      with respect to any Person, any lease of any property by that Person as lessee
      which would, in conformity with GAAP, be required to be accounted for as a
      capital lease on the balance sheet of that Person.

    


    “Citibank”
means
      Citibank, N.A.

    


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

    


    “Commercial
      Paper”
means
      commercial paper issued by the Borrower from time to time.

    


    “Commitment”
has
      the
      meaning specified in Section 2.01.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    “Commitment
      Termination Date”
means,
      with respect to any Lender, August 23, 2011, or such later date to which the
      Commitment Termination Date of such Lender may be extended from time to time
      pursuant to Section 2.16 (or if any such date is not a Business Day, the next
      preceding Business Day).

    


    “Consolidated
      EBITDA”
means,
      for any period (i) the sum of (A) net income, plus
      (B)
      taxes on income, plus
      (C)
      Consolidated Interest Expense, plus
      (D)
      depreciation expense, plus
      (E)
      amortization expense of goodwill, financing costs and other intangibles,
plus
      (F)
      extraordinary losses, plus
      (G)
      other non-cash charges to the extent deducted from net income, minus
      extraordinary gains.

    


    “Consolidated
      Interest Expense”
means,
      for any period, total interest expense (including that portion attributable
      to
      Capital Leases in accordance with GAAP and capitalized interest) of Borrower
      and
      its Subsidiaries on a consolidated basis with respect to all outstanding
      Indebtedness of Borrower and its Subsidiaries, including all commissions,
      discounts and other fees and charges owed with respect to letters of credit
      and
      bankers’ acceptance financing, net costs under Interest Rate Agreements and
      amounts referred to in Section 2.04 payable to Administrative Agent and Lenders
      that are considered interest expense in accordance with GAAP, but excluding,
      however, any such amounts referred to in Section 2.04 payable on or before
      the
      Closing Date. 

    


    “Consolidated
      Total Debt”
means,
      as of any date of determination, all Debt (excluding Equity-linked Debt) of
      the
      Borrower and its Subsidiaries on a consolidated basis.

    


    “Convert,”
      “Conversion”
and
      “Converted”
each
      refers to a conversion of A Advances of one Type into A Advances of another
      Type
      pursuant to Section 2.09.

    


    “Daily
      Margin”
means,
      for any date of determination, the interest rate per annum set forth in the
      table below that corresponds to (i) the Level applicable to such date of
      determination and (ii) the Utilization Ratio applicable to such date of
      determination:

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              Daily
                Margin when

              Utilization
                Ratio is

              equal
                to or less than

              0.50:1.00

            	
              Daily
                Margin when

              Utilization
                Ratio

              is
                greater than

              0.50:1.00

            
	 	 	 
	
              Level
                1

            	
              0.150%

            	
              0.200%

            
	 	 	 
	
              Level
                2

            	
              0.170%

            	
              0.220%

            
	 	 	 
	
              Level
                3

            	
              0.210%

            	
              0.260%

            
	 	 	 
	
              Level
                4

            	
              0.250%

            	
              0.350%

            
	 	 	 
	
              Level
                5

            	
              0.325%

            	
              0.425%

            
	 	 	 
	
              Level
                6

            	
              0.450%

            	
              0.600%

            


    

    


    For
      purposes of this definition, (a) “Utilization
      Ratio”
means,
      as of any date of determination, the ratio of (1) the aggregate outstanding
      principal amount of all Advances as of such date to (2) the aggregate amount
      of
      all Commitments in effect as of such date (whether used or unused and without
      giving effect to any B Reduction), (b) if any change in the Rating established
      by S&P, Moody's or Fitch shall result in a change in the Level, the change
      in the Daily Margin shall be effective as of the date on which such rating
      change is publicly announced by S&P, Moody's or Fitch, as the case may be,
      (c) if Ratings are available from only one of S&P, Moody’s or Fitch, then
      the applicable Level shall be set by reference to this one Rating, (d) if
      Ratings are available from only two of S&P, Moody’s and Fitch and such
      Ratings fall within two different Levels, then the higher of such Ratings shall
      apply, unless there is a split in such Ratings of more than one Level, in which
      case the Level that is one Level higher than the Level of the lower Rating
      shall
      apply, (e) if Ratings are available from each of S&P, Moody's and Fitch and
      such Ratings fall within two different Levels, the applicable Level shall be
      set
      by reference to the Ratings established by two of the three rating agencies,
      (f)
      if Ratings are available from each of S&P, Moody's and Fitch and such
      Ratings fall within three different Levels, the applicable Level shall be set
      by
      reference to the middle Rating, (g) if Ratings are unavailable from S&P,
      Moody’s and Fitch for any reason for any day, then the applicable Level for such
      day shall be deemed to be Level 6, and (h) if any of S&P, Moody’s or Fitch
      change the basis on which their ratings are established and or described, each
      reference in this Agreement to a Rating announced by S&P, Moody’s or Fitch,
      as the case may be, shall be deemed to refer to the then equivalent rating
      established by S&P, Moody’s or Fitch.

    


    “Debt”
means,
      with respect to any Person, (i) indebtedness of such Person for borrowed
      money, (ii) obligations of such Person evidenced by bonds, debentures,
      notes or other similar instruments and (iii) obligations of such Person as
      lessee under Capital Leases; provided
      that
“Debt” shall not include borrowings against the cash surrender value of life
      insurance policies covering employees of the Borrower or its Affiliates and
      

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    owned
      by
      the Borrower so long as (x) recourse for such borrowings is limited to such
      policies and the proceeds thereof and (y) any value assigned to such policies
      on
      the consolidated financial statements of the Borrower and its Subsidiaries
      is
      net of the amount of such borrowings.

    


    “Domestic
      Lending Office”
means,
      with respect to any Lender, the office of such Lender specified as its “Domestic
      Lending Office” opposite its name on Schedule I hereto or in the Assignment
      and Acceptance pursuant to which it became a Lender, or such other office of
      such Lender as such Lender may from time to time specify to the Borrower and
      the
      Agent.

    


    “Effective
      Date”
means
      August 23, 2006, so long as the conditions precedent set forth in Section 3.01
      have been satisfied.

    


    “Eligible
      Assignee”
means
      any financial institution or entity engaged in the business of extending
      revolving credit approved in writing by the Borrower (so long as no Event of
      Default exists) and the Agent as an Eligible Assignee for purposes of this
      Agreement, provided
      that the
      Borrower’s and the Agent's approval shall not be unreasonably withheld or
      delayed, and provided further
      that no
      such approval shall be required in the case of an assignment by a Lender to
      an
      Affiliate of such Lender or to another Lender.

    


    “Environmental
      Law”
means
      any and all statutes, laws, regulations, ordinances, rules, judgments, orders,
      decrees, permits, concessions, grants, franchises, licenses, agreements or
      other
      governmental restrictions of any federal, state or local govern-mental authority
      within the United States or any State or territory thereof and which relate
      to
      the environment or the release of any materials into the
      environment.

    


    “Equity-linked
      Debt”
means
      Debt that is required to be converted at, or prior to, maturity into equity
      securities of the Borrower.

    


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

    


    “ERISA
      Affiliate”
means
      any Person who for purposes of Title IV of ERISA is a member of the
      Borrower's controlled group, or under common control with the Borrower, within
      the meaning of Section 414 of the Code and the regulations promulgated and
      rulings issued thereunder.

    


    “ERISA
      Event”
means
      (i) the occurrence of a reportable event, within the meaning of
      Section 4043 of ERISA, unless the 30-day notice requirement with respect
      thereto has been waived by the PBGC; (ii) the provision by the
      administrator of any Pension Plan of a notice of intent to terminate such
      Pension Plan pursuant to Section 4041(a)(2) of ERISA (including any such
      notice with respect to a plan amendment referred to in Section 4041(e) of
      ERISA); (iii) the cessation of operations at a facility in the
      circumstances described in Section 4062(e) of ERISA; (iv) the
      withdrawal 

    


    
      
        
          
          

        

        
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    by
      the
      Borrower or an ERISA Affiliate from a Multiple Employer Plan during a plan
      year
      for which it was a substantial employer, as defined in Section 4001(a)(2)
      of ERISA; (v) the failure by the Borrower or any ERISA Affiliate to make a
      payment to a Pension Plan required under Section 302(f)(1) of ERISA, which
      Section imposes a lien for failure to make required payments; (vi) the
      adoption of an amendment to a Pension Plan requiring the provision of security
      to such Pension Plan, pursuant to Section 307 of ERISA; or (vii) the
      institution by the PBGC of proceedings to terminate a Pension Plan, pursuant
      to
      Section 4042 of ERISA, or the occurrence of any event or condition which,
      in the reasonable judgment of the Borrower, might constitute grounds under
      Section 4042 of ERISA for the termination of, or the appointment of a
      trustee to administer, a Pension Plan.

    


    “Eurocurrency
      Liabilities”
has
      the
      meaning assigned to that term in Regulation D of the Board of Governors of
      the
      Federal Reserve System, as in effect from time to time.

    


    “Eurodollar
      Lending Office”
means,
      with respect to any Lender, the office of such Lender specified as its
“Eurodollar Lending Office” opposite its name on Schedule I hereto or in the
      Assignment and Acceptance pursuant to which it became a Lender (or, if no such
      office is specified, its Domestic Lending Office), or such other office of
      such
      Lender as such Lender may from time to time specify to the Borrower and the
      Agent.

    


    “Eurodollar
      Rate Advance”
means
      an A Advance which bears interest as provided in Section 2.07(b).

    


    “Eurodollar
      Rate Reserve Percentage”
of
      any
      Lender for any Interest Period for any Eurodollar Rate Advance means the reserve
      percentage applicable during such Interest Period (or if more than one such
      percentage shall be so applicable, the daily average of such percentages for
      those days in such Interest Period during which any such percentage shall be
      so
      applicable) under regulations issued from time to time by the Board of Governors
      of the Federal Reserve System (or any successor) for determining the maximum
      reserve requirements (including, without limitation, any emergency, supplemental
      or other marginal reserve requirement) for such Lender with respect to
      liabilities or assets consisting of or including Eurocurrency Liabilities having
      a term equal to such Interest Period.

    


    “Events
      of Default”
has
      the
      meaning specified in Section 6.01.

    


    “Existing
      Credit Agreement”
means
      the Credit Agreement, dated as of August 13, 2004, among the Borrower, the
      financial institutions party thereto and CUSA, as agent for such lenders, as
      amended.

    


    “Federal
      Funds Rate”
means,
      for any period, a fluctuating interest rate per annum equal for each day during
      such period to 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 for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day which is a Business Day, the
      average of the 

    


    
      
        
          
          

        

        
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    quotations
      for such day on such transactions received by the Agent from three Federal
      funds
      brokers of recognized standing selected by it.

    


    “Fitch”
means
      Fitch Ratings.

    


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

    


    “Granting
      Lender”
has
      the
      meaning specified in Section 2.19.

    


    “Insufficiency”
means,
      with respect to any Pension Plan, the amount, if any, of its unfunded benefit
      liabilities, as defined in Section 4001(a)(18) of ERISA.

    


    “Interest
      Period”
means,
      for each Eurodollar Rate Advance comprising part of the same A Borrowing, the
      period commencing on the date of such Eurodollar Rate Advance, or on the date
      of
      continuation of such Advance as a Eurodollar Rate Advance upon expiration of
      successive Interest Periods applicable thereto, or on the date of Conversion
      of
      a Base Rate Advance into a Eurodollar Rate Advance, and ending on the last
      day
      of the period selected by the Borrower pursuant to the provisions below. The
      duration of each such Interest Period shall be one, two, three or six months,
      as
      the Borrower may select in the Notice of Borrowing or the Notice of
      Conversion/Continuation for such Advance; provided,
      however,
      that:

    


    (i) the
      Borrower may not select any Interest Period which ends after the earliest
      Commitment Termination Date of any Lender then in effect;

    


    (ii) Interest
      Periods commencing on the same date for A Advances comprising part of the same
      A
      Borrowing shall be of the same duration; and

    


    (iii) whenever
      the last day of any Interest Period would otherwise occur on a day other than
      a
      Business Day, the last day of such Interest Period shall be extended to occur
      on
      the next succeeding Business Day, provided,
      that if
      such extension would cause the last day of such Interest Period to occur in
      the
      next following calendar month, the last day of such Interest Period shall occur
      on the next preceding Business Day.

    


    “Interest
      Rate Agreement”
means
      any interest rate swap agreement, interest rate cap agreement, interest rate
      collar agreement or other similar agreement or arrangement to which Borrower
      or
      any of its Subsidiaries is a party.

     

    “Lenders”
means
      the Banks listed on Schedule II hereof and each Eligible Assignee that shall
      become a party hereto pursuant to Section 8.07.

    


    
      
        
          
          

        

        
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    “Level”
means
      Level 1, Level 2, Level 3, Level 4, Level 5 or Level 6, as the case may
      be.

    


    “Level
      1”
means
      that, as of any date of determination, the applicable Rating is equal to or
      better than A+ (in the case of a Rating from S&P), A1 (in the case of a
      Rating from Moody’s) or A+ (in the case of a Rating from Fitch), as applicable,
      as of such date of determination.

    


    “Level
      2”
means
      that, as of any date of determination, the applicable Rating is equal to A
      (in
      the case of a Rating from S&P), A2 (in the case of a Rating from Moody’s) or
      A (in the case of a Rating from Fitch), as applicable, as of such date of
      determination.

    


    “Level
      3”
means
      that, as of any date of determination, the applicable Rating is equal to A-
      (in
      the case of a Rating from S&P), A3 (in the case of a Rating from Moody’s) or
      A- (in the case of a Rating from Fitch), as applicable, as of such date of
      determination.

    


    “Level
      4”
means
      that, as of any date of determination, the applicable Rating is equal to BBB+
      (in the case of a Rating from S&P), Baa1 (in the case of a Rating from
      Moody’s) or BBB+ (in the case of a Rating from Fitch), as applicable, as of such
      date of determination.

    


    “Level
      5”
means
      that, as of any date of determination, the applicable Rating is equal to BBB
      (in
      the case of a Rating from S&P), Baa2 (in the case of a Rating from Moody’s)
      or BBB (in the case of a Rating from Fitch), as applicable, as of such date
      of
      determination.

    


    “Level
      6”
means
      that, as of any date of determination, the applicable Rating is equal to or
      below BBB- (in the case of a Rating from S&P), Baa3 (in the case of a Rating
      from Moody’s) or BBB- (in the case of a Rating from Fitch), as applicable, as of
      such date of determination, or the only Rating is a private rating and the
      Borrower will not authorize the applicable rating agency to make such Rating
      available to the Agent and the Lenders.

    


    “Lien”
means
      any lien, mortgage, pledge, security interest, charge or encumbrance of any
      kind
      (including any conditional sale or other title retention agreement and any
      lease
      in the nature thereof).

    


    “Long-Term
      Debt”
means
      senior, unsecured, non-credit enhanced, long-term debt securities of the
      Borrower.

    


    “Majority
      Lenders”
means
      at any time Lenders holding greater than 50% of the then aggregate unpaid
      principal amount of the A Advances held by Lenders, or, if no such principal
      amount is then outstanding, Lenders having greater than 50% of the Commitments
      (provided
      that,
      for purposes hereof, neither the Borrower, nor any of its Affiliates, if a
      Lender, shall be included in (i) the Lenders holding such amount of the A


    


    
      
        
          
          

        

        
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    Advances
      or having such amount of the Commitments or (ii) determining the aggregate
      unpaid principal amount of the A Advances or the total
      Commitments).

    


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

    


    “Multiemployer
      Plan”
means
      a
“multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the
      Borrower or any ERISA Affiliate of the Borrower is making, or is obligated
      to
      make, contributions or has within any of the preceding six plan years been
      obligated to make or accrue contributions.

    


    “Multiple
      Employer Plan”
means
      a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, which
      (i) is maintained for employees of the Borrower or an ERISA Affiliate and
      at least one Person other than the Borrower and its ERISA Affiliates or
      (ii) was so maintained and in respect of which the Borrower or an ERISA
      Affiliate could have liability under Section 4063, 4064 or 4069 of ERISA in
      the event such plan has been or were to be terminated.

    


    “Non-Hostile
      Acquisition”
means
      an acquisition (whether by purchase of capital stock or assets, merger or
      otherwise) which has been approved by resolutions of the Board of Directors
      of
      the Person being acquired or by similar action if the Person is not a
      corporation and as to which such approval has not been withdrawn.

    


    “Notice
      of A Borrowing”
has
      the
      meaning specified in Section 2.02(a).

    


    “Notice
      of a B Borrowing”
has
      the
      meaning specified in Section 2.03(a).

    


    “Notice
      of Borrowing”
means
      the Notice of A Borrowing or the Notice of B Borrowing or both, as the context
      may require.

    


    “Notice
      of Conversion/Continuation”
has
      the
      meaning specified in Section 2.09.

    


    “PBGC”
means
      the U.S. Pension Benefit Guaranty Corporation.

    


    “Pension
      Plan”
means
      a
      Single Employer Plan or a Multiple Employer Plan or both.

    


    “Person”
means
      an individual, partnership, corporation, business trust, joint stock company,
      trust, unincorporated association, joint venture or other entity, or a
      government or any political subdivision or agency thereof.

    


    “Potential
      Event of Default”
means
      a
      condition or event which, after notice or lapse of time or both, would
      constitute an Event of Default if that condition or event were not cured or
      removed within any applicable grace or cure period.

    


    “Rating”
means
      as of any date, the public rating that has been most recently announced by
      any
      of S&P, Moody's or Fitch, as the case may be, with respect to the


    


    
      
        
          
          

        

        
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    Long-Term
      Debt, or if any such rating agency shall have issued more than one such public
      rating, the lowest such public rating issued by such rating agency.

    


    “Register”
has
      the
      meaning specified in Section 8.07(c).

    


    “S&P”
means
      Standard & Poor's Ratings Group.

    


    “SEC”
means
      the Securities and Exchange Commission and any successor agency.

    


    “Significant
      Subsidiary”
means,
      at any time, any Subsidiary of the Borrower which accounts for more than 5%
      of
      consolidated total assets or 5% of consolidated revenue of the Borrower and
      its
      Subsidiaries determined in accordance with GAAP.

    


    “Single
      Employer Plan”
means
      a
      single employer plan, as defined in Section 4001(a)(15) of ERISA, which (i)
      is
      maintained for employees of the Borrower or any ERISA Affiliate and no Person
      other than the Borrower and its ERISA Affiliates or (ii) was so maintained
      and
      in respect of which the Borrower or an ERISA Affiliate could have liability
      under Section 4062 or 4069 of ERISA in the event such plan has been or were
      to
      be terminated.

    


    “SPC”
has
      the
      meaning specified in Section 2.19.

    


    “Subsidiary”
of
      any
      Person means any corporation, association, partnership or other business entity
      of which at least 50% of the total voting power of shares of stock or other
      securities entitled to vote in the election of directors, managers or trustees
      thereof is at the time owned or controlled, directly or indirectly, by such
      Person or one or more of the other Subsidiaries of that Person or a combination
      thereof.

    


    “Termination
      Date”
means,
      with respect to any Lender, the earlier of (i) the Commitment Termination Date
      of such Lender and (ii) the date of termination in whole of the Commitments
      of
      all Lenders pursuant to Section 2.05 or 6.01.

    


    “Type”
means,
      with reference to an A Advance, a Base Rate Advance or a Eurodollar Rate
      Advance.

    


    “Withdrawal
      Liability”
has
      the
      meaning given such term under Part I of Subtitle E of Title IV of
      ERISA.

    


    Section
      1.02  Computation
      of Time Periods.
      In this
      Agreement in the computation of periods of time from a specified date to a
      later
      specified date, the word “from” means “from and including” and the words “to”
and “until” each means “to but excluding”.

     

    Section
      1.03  Accounting
      Terms.
      All
      accounting terms not specifically defined herein shall be construed in
      accordance with GAAP consistent with those applied in the preparation of the
      financial statements referred to in Section 4.01(e). All computations
      determining compliance with financial covenants or terms, including definitions
      

     

    


    
      
        
          
          

        

        
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    used
      therein, shall be prepared in accordance with generally accepted accounting
      principles in effect at the time of the preparation of, and in conformity with
      those used to prepare, the historical financial statements delivered to the
      Lenders pursuant to Section 4.01(e). If at any time the computations for
      determining compliance with financial covenants or provisions relating thereto
      utilize generally accepted accounting principles different than those then
      being
      utilized in the financial statements being delivered to the Lenders, such
      financial statements shall be accompanied by a reconciliation
      statement.

     

    ARTICLE
      II 

    AMOUNTS
      AND TERMS OF THE ADVANCES

     

    Section
      2.01  The
      A Advances.
      Each
      Lender severally agrees, on the terms and conditions hereinafter set forth,
      to
      make A Advances to the Borrower from time to time on any Business Day during
      the
      period from the Effective Date until the Termination Date of such Lender in
      an
      aggregate amount not to exceed at any time outstanding the amount set opposite
      such Lender's name on Schedule II hereto or, if such Lender has entered into
      any
      Assignment and Acceptance, set forth for such Lender in the Register maintained
      by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant
      to Section 2.05 (such Lender's “Commitment”), provided
      that the
      aggregate amount of the Commitments of the Lenders shall be deemed used from
      time to time to the extent of the aggregate amount of the B Advances then
      outstanding and at any time of determination, such deemed use of the aggregate
      amount of the Commitments shall be applied to the Lenders ratably according
      to
      their respective Commitments in effect at such time of determination (such
      deemed use of the aggregate amount of the Commitments being a “B Reduction”).
      Each A Borrowing shall be in an aggregate amount not less than $5,000,000 or
      an
      integral multiple of $1,000,000 in excess thereof and shall consist of A
      Advances of the same Type made on the same day to the Borrower by the Lenders
      ratably according to their respective Commitments. Within the limits of each
      Lender's Commitment, the Borrower may from time to time borrow, until the
      Commitment Termination Date, prepay pursuant to Section 2.06(c) and reborrow
      under this Section 2.01.

     

    Section
      2.02  Making
      the A Advances.

     

    (a)  Each
      A
      Borrowing shall be made on notice by the Borrower, given not later than (x)
      10:00 A.M. (New York City time) on the date of a proposed A Borrowing consisting
      of Base Rate Advances and (y) 12:00 noon (New York City time) on the third
      Business Day prior to the date of a proposed A Borrowing consisting of
      Eurodollar Rate Advances, which shall give to each Lender prompt notice thereof
      by telecopier, mail or delivery. Each such notice of an A Borrowing (a “Notice
      of A Borrowing”) shall be by telecopier, mail or delivery, confirmed immediately
      in writing, in substantially the form of Exhibit A-1 hereto, specifying therein
      the requested (i) date of such A Borrowing, (ii) Type of A Advances
      comprising such A Borrowing, (iii) aggregate amount of such A Borrowing,
      and (iv) in the case of an A Borrowing comprised of Eurodollar Rate
      Advances, the initial Interest Period for each such A Advance. The Borrower
      may,
      subject to the conditions herein provided, borrow more than one A Borrowing
      on
      any Business Day. Each Lender shall, before 1:00 P.M. (New York City time)
      in
      the case of a Borrowing consisting of Base Rate Advances and before 11:00 A.M.
      (New York City time) in the case of a Borrowing consisting of Eurodollar Rate
      Advances, in each case on the date of such A Borrowing, make available for
      the
      account of its Applicable Lending Office to the Agent at its address referred
      to
      in Section 8.02, in same day funds, such 

     

    


    
      
        
          
          

        

        
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    Lender's
      ratable portion of such A Borrow-ing. After the Agent's receipt of such funds
      and upon fulfillment of the applicable conditions set forth in Article III,
      the
      Agent will make such funds available to the Borrower at the Agent's aforesaid
      address.

     

    (b)  Anything
      in subsection (a) above to the contrary notwithstanding,

     

    (i)  the
      Borrower may not select Eurodollar Rate Advances for any A Borrowing or with
      respect to the Conversion or continuance of any A Borrowing if the aggregate
      amount of such A Borrowing or such Conversion or continuance is less than
      $5,000,000;

     

    (ii)  there
      shall be no more than five Interest Periods relating to Eurodollar Rate Advances
      outstanding at any time;

     

    (iii)  if
      any
      Lender shall notify the Agent that the introduction of or any change in or
      in
      the interpretation of any law or regulation makes it unlawful, or that any
      central bank or other governmental authority asserts that it is unlawful, for
      such Lender or its Eurodollar Lending Office to perform its obligations
      hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar
      Rate Advances hereunder, the Commitment of such Lender to make Eurodollar Rate
      Advances or to Convert all or any portion of Base Rate Advances shall forthwith
      be suspended until the Agent shall notify the Borrower that such Lender has
      determined that the circumstances causing such suspension no longer exist and
      such Lender's then outstanding Eurodollar Rate Advances, if any, shall be Base
      Rate Advances; to the extent that such affected Eurodollar Rate Advances become
      Base Rate Advances, all payments of principal that would have been otherwise
      applied to such Eurodollar Rate Advances shall be applied instead to such
      Lender's Base Rate Advances; provided
      that if
      Majority Lenders are subject to the same illegality or assertion of illegality,
      then the right of the Borrower to select Eurodollar Rate Advances for such
      A
      Borrowing or any subsequent A Borrowing or to Convert all or any portion of
      Base
      Rate Advances shall forthwith be suspended until the Agent shall notify the
      Borrower that the circumstances causing such suspension no longer exist, and
      each A Advance comprising such A Borrowing shall be a Base Rate
      Advance;

     

    (iv)  if
      the
      Majority Lenders shall, at least one Business Day before the date of any
      requested A Borrowing, notify the Agent that the Adjusted Eurodollar Rate for
      Eurodollar Rate Advances comprising such A Borrowing will not adequately reflect
      the cost to such Majority Lenders of making, funding or maintaining their
      respective Eurodollar Rate Advances for such A Borrowing, the right of the
      Borrower to select Eurodollar Rate Advances for such A Borrowing or any
      subsequent A Borrowing shall be suspended until the Agent shall notify the
      Borrower and the Lenders that the circumstances causing such suspension no
      longer exist, and each A Advance comprising such A Borrowing shall be made
      as a
      Base Rate Advance.

     

    (c)  Each
      Notice of A Borrowing shall be irrevocable and binding on the Borrower
      requesting the proposed A Borrowing. In the case of any A Borrowing which the
      related Notice of A Borrowing specifies is to be comprised of Eurodollar Rate
      Advances, the Borrower requesting the proposed A Borrowing shall indemnify
      each
      Lender against any loss, cost or expense incurred by such Lender by reason
      of
      the liquidation or reemployment of deposits 

     

    


    
      
        
          
          

        

        
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    or
      other
      funds acquired by such Lender to fund the A Advance to be made by such Lender
      as
      part of such A Borrowing or by reason of the termination of hedging or other
      similar arrangements, in each case when such A Advance is not made on such
      date,
      including without limitation, as a result of any failure to fulfill on or before
      the date specified in such Notice of A Borrowing for such A Borrowing the
      applicable conditions set forth in Article III.

     

    (d)  Unless
      the Agent shall have received notice from a Lender prior to any A Borrowing
      that
      such Lender will not make available to the Agent such Lender's ratable portion
      of such A Borrowing, the Agent may assume that such Lender has made such portion
      available to the Agent on the date of such A Borrowing in accordance with
      subsection (a) of this Section 2.02 and the Agent may, in reliance upon such
      assumption, make available to the Borrower on such date a corresponding amount.
      If and to the extent that such Lender shall not have so made such ratable
      portion available to the Agent, such Lender and the Borrower severally agree
      to
      repay to the Agent forthwith on demand such corresponding amount together with
      interest thereon, for each day from the date such amount is made available
      to
      the Borrower until the date such amount is repaid to the Agent, at (i) in
      the case of the Borrower, the interest rate applicable at the time to A Advances
      comprising such A Borrowing and (ii) in the case of such Lender, the
      Federal Funds Rate. If such Lender shall repay to the Agent such corresponding
      amount, such amount so repaid shall constitute such Lender's A Advance as part
      of such A Borrowing for purposes of this Agreement.

     

    (e)  The
      failure of any Lender to make the A Advance to be made by it as part of any
      A
      Borrowing shall not relieve any other Lender of its obligation, if any,
      hereunder to make its A Advance on the date of such A Borrowing, but no Lender
      shall be responsible for the failure of any other Lender to make the A Advance
      to be made by such other Lender on the date of any A Borrowing.

     

    Section
      2.03  The
      B Advances.
      (a) Each
      Lender severally agrees that the Borrower may make B Borrowings under this
      Section 2.03 from time to time on any Business Day during the period from the
      date hereof until the date occurring 30 days prior to the latest Commitment
      Termination Date of any Lender then in effect in the manner set forth below;
      provided
      that,
      (i) following the making of each B Borrowing, (1) the aggregate amount
      of the Advances then outstanding to the Borrower shall not exceed the aggregate
      amount of the Commitments of the Lenders then in effect (computed without regard
      to any B Reduction), and (2) the aggregate amount of the B Advances
      scheduled to be outstanding to the Borrower at any time through the maturity
      of
      such B Advances shall not exceed the aggregate amount of the Commitments of
      the
      Lenders scheduled to be in effect at such time (computed without regard to
      any B
      Reduction), and (ii) no Lender may make a B Advance if the maturity date of
      such B Advance occurs after the Commitment Termination Date of such
      Lender.

     

    (i)  The
      Borrower may request a B Borrowing under this Section 2.03 by delivering to
      the
      Agent, by telecopier or delivery, confirmed immediately in writing, a notice
      of
      a B Borrowing (a “Notice of B Borrowing”), in substantially the form of Exhibit
      A-2 hereto, specifying the date and aggregate amount of the proposed B
      Borrowing, the maturity date for repayment of each B Advance to be made as
      part
      of such B Borrowing (which maturity date (x) in the case of a fixed rate B
      Borrowing may not be earlier than the date occurring 14 days after the date
      of
      such B Borrowing or later than the date occurring 180 days after the date of
      such B Borrowing, and (y) in the case of any other B 

     

    


    
      
        
          
          

        

        
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    Borrowing
      may not be earlier than the date occurring 30 days after the date of such B
      Borrowing or later than the date occurring 180 days after the date of such
      B
      Borrowing), the interest payment date or dates relating thereto, and any other
      terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New
      York
      City time) (A) at least one Business Day prior to the date of the proposed
      B Borrowing, if the Borrower shall specify in the Notice of B Borrowing that
      the
      rates of interest to be offered by the Lenders shall be fixed rates per annum
      and (B) at least four Business Days prior to the date of the proposed B
      Borrowing, if the Borrower shall instead specify in the Notice of B Borrowing
      the basis to be used by the Lenders in determining the rates of interest to
      be
      offered by them. The Borrower may not select a maturity date for any B Borrowing
      which ends after the latest Commitment Termination Date of any Lender then
      in
      effect. The Agent shall in turn promptly notify each Lender of each request
      for
      a B Borrowing received by it from the Borrower by sending such Lender a copy
      of
      the related Notice of B Borrowing.

     

    (ii)  Each
      Lender may, if, in its sole discretion, it elects to do so, irrevocably offer
      to
      make one or more B Advances to the Borrower as part of such proposed B Borrowing
      at a rate or rates of interest specified by such Lender in its sole discretion,
      by notifying the Agent (which shall give prompt notice thereof to the Borrower),
      before 11:00 A.M. (New York City time) (A) on the date of such proposed B
      Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause
      (A) of paragraph (i) above and (B) three Business Days before the date of
      such proposed B Borrowing, in the case of a Notice of B Borrowing delivered
      pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum
      amount of each B Advance which such Lender would be willing to make as part
      of
      such proposed B Borrowing (which amounts may, subject to the proviso to the
      first sentence of this Section 2.03(a), exceed such Lender's Commitment), the
      rate or rates of interest therefor and such Lender's Applicable Lending Office
      with respect to such B Advance; provided
      that if
      the Agent in its capacity as a Lender shall, in its sole discretion, elect
      to
      make any such offer, it shall notify the Borrower of such offer before 10:00
      A.M. (New York City time) on the date on which notice of such election is to
      be
      given to the Agent by the other Lenders. If any Lender shall elect not to make
      such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New
      York City time) on the date on which notice of such election is to be given
      to
      the Agent by the other Lenders, and such Lender shall not be obligated to,
      and
      shall not, make any B Advance as part of such B Borrowing; provided
      that the
      failure by any Lender to give such notice shall not cause such Lender to be
      obligated to make any B Advance as part of such proposed B
      Borrowing.

     

    (iii)  The
      Borrower shall, in turn, (A) before 12:00 noon (New York City time) on
      the date of such proposed B Borrowing, in the case of a Notice of B Borrowing
      delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00
      P.M. (New York City time) three Business Days before the date of such proposed
      B
      Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause
      (B) of paragraph (i) above, either

     

    (x) cancel
      such B Borrowing by giving the Agent notice to that effect, or

     

    (y) accept
      one or more of the offers made by any Lender or Lenders pursuant 

     

    


    
      
        
          
          

        

        
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    to
      paragraph (ii) above (which acceptance shall be irrevocable) in its sole
      discretion, by giving notice to the Agent of the amount of each B Advance (which
      amount shall be equal to or greater than the minimum amount, and equal to or
      less than the maximum amount, notified to the Borrower by the Agent on behalf
      of
      such Lender for such B Advance pursuant to paragraph (ii) above) to be made
      by
      each Lender as part of such B Borrowing (provided that the aggregate amount
      of
      such B Borrowing shall not exceed the amount specified on the Notice of B
      Borrowing delivered by the Borrower pursuant to paragraph (i) above), and reject
      any remaining offers made by Lenders pursuant to paragraph (ii) above by giving
      the Agent notice to that effect; provided
      that
      acceptance of offers may only be made on the basis of ascending rates for B
      Borrowings of the same type and duration for up to the maximum amounts offered
      by Lenders; and provided further
      that if
      offers are made by two or more Lenders for the same type of B Borrowing for
      the
      same duration and with the same rate of interest, in an aggregate amount which
      is greater than the amount requested, such offers shall be accepted on a pro
      rata basis based on the maximum amounts offered by such Lenders at such rate
      of
      interest.

     

    (iv)  If
      the
      Borrower notifies the Agent that such B Borrowing is cancelled pursuant to
      paragraph (iii)(x) above or if the Borrower rejects any offers made by Lenders
      pursuant to paragraph (iii)(y) above, the Agent shall give prompt notice thereof
      to the Lenders or affected Lenders, as the case may be, and in the case of
      a
      cancellation, such B Borrowing shall not be made.

     

    (v)  If
      the
      Borrower accepts one or more of the offers made by any Lender or Lenders
      pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify
      (A) each Lender that has made an offer as described in paragraph (ii)
      above, of the date and aggregate amount of such B Borrowing and whether or
      not
      any offer or offers made by such Lender pursuant to paragraph (ii) above have
      been accepted by the Borrower, (B) each Lender that is to make a B Advance
      as part of such B Borrowing, of the amount of each B Advance to be made by
      such
      Lender as part of such B Borrowing, and (C) each Lender that is to make a B
      Advance as part of such B Borrowing, upon receipt, that the Agent has received
      forms of documents appearing to fulfill the applicable conditions set forth
      in
      Article III. Each Lender that is to make a B Advance as part of such B Borrowing
      shall, before 1:00 P.M. (New York City time) on the date of such B Borrowing
      specified in the notice received from the Agent pursuant to clause (A) of the
      preceding sentence or any later time when such Lender shall have received notice
      from the Agent pursuant to clause (C) of the preceding sentence, make
      available for the account of its Applicable Lending Office to the Agent at
      its
      address referred to in Section 8.02 such Lender's portion of such B Borrowing,
      in same day funds. Upon fulfillment of the applicable conditions set forth
      in
      Article III and after receipt by the Agent of such funds, the Agent will make
      such funds available to the Borrower at the Agent's aforesaid address. Promptly
      after each B Borrowing, the Agent will notify each Lender of the amount of
      the B
      Borrowing, the consequent B Reduction and the dates upon which such B Reduction
      commenced and will terminate.

     

    (vi)  The
      Borrower agrees to pay to the Agent for the Agent's account an auction fee
      in an
      amount agreed to in a separate letter agreement between the Borrower


     

    


    
      
        
          
          

        

        
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    and
      the
      Agent for each Notice of B Borrowing delivered by the Borrower to the Agent
      pursuant to this Section 2.03(a), whether or not a B Borrowing is made pursuant
      thereto.

     

    (b)  Each
      B
      Borrowing shall be in an aggregate amount not less than $5,000,000 or an
      integral multiple of $1,000,000 in excess thereof and, following the making
      of
      each B Borrowing, the Borrower and each Lender shall be in compliance with
      the
      limitations set forth in the proviso to the first sentence of subsection (a)
      above.

     

    (c)  Within
      the limits and on the conditions set forth in this Section 2.03, the Borrower
      may from time to time borrow under this Section 2.03, repay or prepay pursuant
      to subsection (d) below, and reborrow under this Section 2.03, and more than
      one
      B Borrowing may be made on a Business Day; provided
      that,
      except for B Borrowings made on the same Business Day, a B Borrowing shall
      not
      be made within three Business Days of the date of any other B
      Borrowing.

     

    (d)  The
      Borrower shall repay to the Agent for the account of each Lender which has
      made
      a B Advance to the Borrower, on the maturity date of each B Advance made to
      the
      Borrower (such maturity date being that specified by the Borrower for repayment
      of such B Advance in the related Notice of B Borrowing delivered pursuant to
      subsection (a)(i) above), the then unpaid principal amount of such B Advance.
      The Borrower shall not have any right to prepay any principal amount of any
      B
      Advance unless, and then only on the terms, specified by the Borrower for such
      B
      Advance in the related Notice of B Borrowing delivered pursuant to subsection
      (a)(i) above.

     

    (e)  The
      Borrower shall pay interest on the unpaid principal amount of each B Advance
      made to the Borrower from the date of such B Advance to the date the principal
      amount of such B Advance is repaid in full, at the rate of interest for such
      B
      Advance specified by the Lender making such B Advance in its notice with respect
      thereto delivered pursuant to subsection (a)(ii) above, payable on the interest
      payment date or dates specified by the Borrower for such B Advance in the
      related Notice of B Borrowing delivered pursuant to subsection (a)(i) above;
      provided
      that any
      principal amount of any B Advance which is not paid when due (whether at stated
      maturity, by acceleration or otherwise) shall bear interest from the date on
      which such amount is due until such amount is paid in full, payable on demand,
      at a rate per annum equal at all times to (A) until the stated maturity
      date of such B Advance, the greater of (x) 2% per annum above the Base Rate
      in effect from time to time and (y) 2% above the stated rate per annum of
      such B Advance, and (B) after the stated maturity of such B Advance, 2% per
      annum above the Base Rate in effect from time to time.

     

    Section
      2.04  Fees.

     

    (a)  Facility
      Fees.
      The
      Borrower agrees to pay to the Agent for the account of each Lender a facility
      fee on the amount of such Lender's Commitment (or if no Commitment is in effect,
      Advances), whether used or unused and without giving effect to any B Reduction,
      from the date hereof in the case of each Bank and from the effective date
      specified in the Assignment and Acceptance pursuant to which it became a Lender
      in the case of each other Lender until the Termination Date of such Lender,
      payable in arrears on the last day of each March, June, September and December
      during the term of such Lender's Commitment, commencing September 30, 2006,
      and
      on the Termination Date of such Lender, in an amount equal to the 

     

    


    
      
        
          
          

        

        
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    product
      of (i) the average daily amount of such Lender's Commitment (whether used or
      unused and without giving effect to any B Reduction) in effect during the period
      for which such payment that is to be made times (ii) the weighted average rate
      per annum that is derived from the following rates: (a) a rate of 0.050% per
      annum with respect to each day during such period that the higher of the
      Ratings was Level 1, (b) a rate of 0.080% per annum with respect to each day
      during such period that the higher of such Ratings was Level 2, (c) a rate
      of
      0.090% per annum with respect to each day during such period that the higher
      of
      such Ratings was Level 3, (d) a rate of 0.100% per annum with respect to each
      day during such period that the higher of such Ratings was Level 4, (e) a rate
      of 0.125% per annum with respect to each day during such period that the higher
      of such Ratings was Level 5, or (f) a rate of 0.150% per annum with respect
      to
      each day during such period that the higher of such Ratings was Level 6. If
      any
      change in the Rating established by S&P, Moody's or Fitch shall result in a
      change in the Level, the change in the facility fee shall be effective as of
      the
      date on which such rating change is publicly announced by S&P, Moody's or
      Fitch, as the case may be. If Ratings are available from only one of S&P,
      Moody’s or Fitch, then the applicable Level shall be set by reference to this
      one Rating. If Ratings are available from only two of S&P, Moody’s or Fitch
      and such Ratings fall within two different Levels, then the higher of such
      Ratings shall apply, unless there is a split in such Ratings of more than one
      Level, in which case the Level that is one Level higher than the Level of the
      lower Rating shall apply. If Ratings are available from each of S&P, Moody's
      and Fitch and such Ratings fall within two different Levels, the applicable
      Level shall be set by reference to the Ratings established by two of the three
      rating agencies. If Ratings are available from each of S&P, Moody's and
      Fitch and such Ratings fall within three different Levels, the applicable Level
      shall be set by reference to the middle Rating. If Ratings are unavailable
      from
      S&P, Moody’s and Fitch for any reason for any day, then the applicable Level
      for purposes of calculating the facility fee for such day shall be deemed to
      be
      Level 6. If any of S&P, Moody’s or Fitch change the basis on which their
      ratings are established and/or described, each reference in this Agreement
      to a
      Rating announced by S&P, Moody’s or Fitch, as the case may be, shall be
      deemed to refer to the then equivalent rating established by S&P, Moody’s or
      Fitch.

     

    (b)  Agents’
      Fees.
      The
      Borrower agrees to pay to the Agent the fees payable pursuant to the fee letter
      dated as of July 26, 2006 between the Borrower and CUSA, in the amounts and
      at
      the times specified in such letter.

     

    Section
      2.05  Optional
      Reduction of the Commitments.
      The
      Borrower shall have the right, upon at least three Business Days' notice to
      the
      Agent by the Borrower, to terminate in whole or permanently reduce ratably
      in
      part the unused portions of the respective Commitments of the Lenders,
provided
      that the
      aggregate amount of the Commitments of the Lenders shall not be reduced to
      an
      amount which is less than the aggregate principal amount of the Advances then
      outstanding, and provided,
      further,
      that
      each partial reduction shall be in the aggregate amount of $5,000,000 or an
      integral multiple of $1,000,000 in excess thereof.

     

    Section
      2.06  Repayment
      and Prepayment of A Advances.

     

    (a)  Mandatory
      Repayment on Termination Date.
      The
      Borrower shall repay the outstanding principal amount of each A Advance made
      by
      each Lender to the Borrower on the Termination Date of such Lender.

     

     

    
      
        
        

      

      
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    (b)  Mandatory
      Prepayment Due to Reductions of Commitments.
      The
      Borrower shall from time to time prepay the A Advances made to the Borrower
      to
      the extent necessary so that the sum of the aggregate principal amount of the
      Advances then outstanding does not exceed the aggregate amount of the
      Commitments of the Lenders then in effect (computed without regard to any B
      Reduction).

     

    (c)  Voluntary
      Prepayments of A Borrowings.
      The
      Borrower shall not have any right to prepay any principal amount of any A
      Advances other than as provided in this subsection (c). The Borrower may, upon
      at least one Business Day's notice to the Agent in the case of Base Rate
      Advances and at least three Business Days' notice to the Agent in the case
      of
      Eurodollar Rate Advances stating the proposed date and aggregate principal
      amount of the prepayment, and if such notice is given the Borrower shall, prepay
      the outstanding principal amounts of the Advances made to the Borrower
      comprising part of the same A Borrowing in whole or ratably in part;
provided,
      however,
      that
      (x) each partial prepayment shall be in an aggregate principal amount not
      less than $5,000,000 and integral multiples of $1,000,000 in excess thereof
      and
      (y) in the case of any such prepayment of any Eurodollar Rate Advance, the
      Borrower shall pay all accrued interest to the date of such prepayment on the
      portion of such Eurodollar Rate Advance being prepaid and shall be obligated
      to
      reimburse the Lenders in respect thereof pursuant to Section
      8.04(b).

     

    Section
      2.07  Interest
      on A Advances.
      The
      Borrower shall pay interest accrued on the principal amount of each A Advance
      that was made to the Borrower outstanding from time to time from the date of
      such A Advance until such principal amount shall be paid in full, at the
      following rates per annum:

     

    (a)  Base
      Rate Advances.
      If such
      A Advance is a Base Rate Advance, a rate per annum equal at all times to the
      Base Rate in effect from time to time, payable in arrears on the last day of
      each March, June, September and December during the term of this Agreement,
      commencing September 30, 2006, and on the Termination Date of the applicable
      Lender; provided
      that any
      amount of principal, interest, fees and other amounts payable under this
      Agreement (including, without limitation, the principal amount of Base Rate
      Advances, but excluding the principal amount of Eurodollar Rate Advances and
      B
      Advances) which is not paid when due (whether at stated maturity, by
      acceleration or otherwise) shall bear interest from the date on which such
      amount is due until such amount is paid in full, payable on demand, at a rate
      per annum equal at all times to 2% per annum above the Base Rate in effect
      from
      time to time.

     

    (b)  Eurodollar
      Rate Advances.
      If such
      A Advance is a Eurodollar Rate Advance, a rate per annum equal at all times
      during the Interest Period for such A Advance to the sum of the Adjusted
      Eurodollar Rate for such Interest Period plus the Applicable Margin, payable
      in
      arrears on the last day of such Interest Period and, if such Interest Period
      has
      a duration of more than three months, on the day which occurs during such
      Interest Period three months from the first day of such Interest Period;
provided
      that any
      principal amount of any Eurodollar Rate Advance which is not paid when due
      (whether at stated maturity, by acceleration or otherwise) shall bear interest
      from the date on which such amount is due until such amount is paid in full,
      payable on demand, at a rate per annum equal at all times to (A) during the
      Interest Period applicable to such Eurodollar Rate Advance, the greater of
      (x) 2% per annum above the Base Rate in effect from time to time and
      (y) 2% per annum above the rate per annum required to be paid on such
      amount immediately prior to the date on which such amount became due and


     

    


    
      
        
          
          

        

        
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    (B) after
      the expiration of such Interest Period, 2% per annum above the Base Rate in
      effect from time to time.

     

    Section
      2.08  Interest
      Rate Determination.
      The
      Agent shall give prompt notice to the Borrower and the Lenders of the applicable
      interest rate determined by the Agent for purposes of Section 2.07(a) or
      2.07(b).

     

    Section
      2.09  Voluntary
      Conversion or Continuation of A Advances.

     

    (a)  The
      Borrower may on any Business Day, upon notice given to the Agent not later
      than
      12:00 noon (New York City time) on the third Business Day prior to the date
      of
      the proposed Conversion or continuance (a “Notice of Conversion/Continuation”)
      and subject to the provisions of Section 2.02(b), (1) Convert all
      Advances of one Type comprising the same A Borrowing made to the Borrower into
      A
      Advances of another Type and (2) upon the expiration of any Interest Period
      applicable to A Advances which are Eurodollar Rate Advances made to the
      Borrower, continue all (or, subject to Section 2.02(b), any portion of)
      such A Advances as Eurodollar Rate Advances and the succeeding Interest
      Period(s) of such continued A Advances shall commence on the last day of the
      Interest Period of the A Advances to be continued; provided,
      however,
      that
      any Conversion of any Eurodollar Rate Advances into A Advances of another Type
      shall be made on, and only on, the last day of an Interest Period for such
      Eurodollar Rate Advances. Each such Notice of Conversion/Continuation shall,
      within the restrictions specified above, specify (i) the date of such
      continuation or Conversion, (ii) the A Advances (or, subject to Section
      2.02(b), any portion thereof) to be continued or Converted, (iii) if such
      continuation is of, or such Conversion is into, Eurodollar Rate Advances, the
      duration of the Interest Period for each such A Advance and (iv) that no
      Potential Event of Default or Event of Default has occurred and is
      continuing.

     

    (b)  If
      upon
      the expiration of the then existing Interest Period applicable to any A Advance
      which is a Eurodollar Rate Advance made to the Borrower, the Borrower shall
      not
      have delivered a Notice of Conversion/Continuation in accordance with this
      Section 2.09, then such Advance shall upon such expiration automatically be
      Converted to a Base Rate Advance.

     

    (c)  After
      the
      occurrence of and during the continuance of a Potential Event of Default or
      an
      Event of Default, the Borrower may not elect to have an A Advance be made or
      continued as, or Converted into, a Eurodollar Rate Advance after the expiration
      of any Interest Rate then in effect for that A Advance.

     

    Section
      2.10  Increased
      Costs.

     

    (a)  If,
      due
      to either (i) the introduction of or any change (other than any change by
      way of imposition or increase of reserve requirements in the case of Eurodollar
      Rate Advances included in the Eurodollar Rate Reserve Percentage) in or in
      the
      interpretation of any law or regulation or (ii) the compliance with any
      guideline or request from any central bank or other governmental authority
      (whether or not having the force of law), there shall be any increase in the
      cost to any Lender of agreeing to make or making, funding or maintaining
      Eurodollar Rate Advances made to the Borrower, then the Borrower shall from
      time
      to time, upon demand by such Lender (with a copy of such demand to the Agent),
      pay to the Agent for the account of such Lender additional amounts sufficient
      to
      compensate such Lender for such increased cost. A 

     

    


    
      
        
          
          

        

        
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    reasonably
      detailed certificate as to the amount and manner of calculation of such
      increased cost, submitted to the Borrower and the Agent by such Lender, shall
      be
      conclusive and binding for all purposes, absent manifest error.

     

    (b)  If
      any
      Lender determines that compliance with any law or regulation or any guideline
      or
      request from any central bank or other governmental authority (whether or not
      having the force of law) affects or would affect the amount of capital required
      or expected to be maintained by such Lender or any corporation controlling
      such
      Lender and that the amount of such capital is increased by or based upon the
      existence of such Lender's commitment to lend hereunder and other commitments
      of
      this type, then, upon demand by such Lender (with a copy of such demand to
      the
      Agent), the Borrower shall immediately pay to the Agent for the account of
      such
      Lender, from time to time as specified by such Lender, additional amounts
      sufficient to compensate such Lender or such corporation in the light of such
      circumstances, to the extent that such Lender reasonably determines such
      increase in capital to be allocable to the existence of such Lender's commitment
      to lend hereunder. A reasonably detailed certificate as to such amounts and
      the
      manner of calculation thereof submitted to the Borrower and the Agent by such
      Lender shall be conclusive and binding for all purposes, absent manifest
      error.

     

    (c)  If
      a
      Lender shall change its Applicable Lending Office, such Lender shall not be
      entitled to receive any greater payment under Sections 2.10 and 2.12 than
      the amount such Lender would have been entitled to receive if it had not changed
      its Applicable Lending Office, unless such change was made at the request of
      the
      Borrower or at a time when the circumstances giving rise to such greater payment
      did not exist.

     

    


    Section
      2.11  Payments
      and Computations.

     

    (a)  The
      Borrower shall make each payment hereunder not later than 1:00 P.M. (New York
      City time) on the day when due in U.S. dollars to the Agent at its address
      referred to in Section 8.02 in same day funds, without setoff, deduction or
      counterclaim. Subject to the immediately succeeding sentence, the Agent will
      promptly thereafter cause to be distributed like funds relating to the payment
      of principal or interest or facility fees ratably (other than amounts payable
      pursuant to Section 2.03, 2.10 or 2.12 or, to the extent the Termination Date
      is
      not the same for all Lenders, pursuant to Section 2.06(a)) to the Lenders for
      the account of their respective Applicable Lending Offices, and like funds
      relating to the payment of any other amount payable to any Lender to such Lender
      for the account of its Applicable Lending Office, in each case to be applied
      in
      accordance with the terms of this Agreement. Upon receipt of principal or
      interest paid after an Event of Default and an acceleration or a deemed
      acceleration of amounts due hereunder, the Agent will promptly thereafter cause
      to be distributed like funds relating to the payment of principal or interest
      ratably in accordance with each Lender's outstanding A Advances and B Advances
      (other than amounts payable pursuant to Section 2.10 or 2.12) to the Lenders
      for
      the account of their respective Applicable Lending Offices. Upon its acceptance
      of an Assignment and Acceptance and recording of the information contained
      therein in the Register pursuant to Section 8.07(d), from and after the
      effective date specified in such Assignment and Acceptance, the Agent shall
      make
      all payments hereunder in respect of the interest assigned thereby to the Lender
      assignee thereunder, and the parties to such Assignment and Acceptance shall
      make all appropriate adjustments in such payments for periods prior to such
      effective date directly between themselves.

     

    
      
        
        

      

      
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    (b)  All
      computations of interest based on the Base Rate shall be made by the Agent
      on
      the basis of a year of 365 or 366 days, as the case may be, and all computations
      of interest based on the Adjusted Eurodollar Rate or the Federal Funds Rate
      and
      of facility fees shall be made by the Agent on the basis of a year of 360 days,
      in each case for the actual number of days (including the first day but
      excluding the last day) occurring in the period for which such interest or
      such
      fees are payable. Each determination by the Agent of an interest rate hereunder
      shall be conclusive and binding for all purposes, absent manifest
      error.

     

    (c)  Whenever
      any payment hereunder shall be stated to be due on a day other than a Business
      Day, such payment shall be made on the next succeeding Business Day, and such
      extension of time shall in such case be included in the computation of payment
      of interest or facility fee, as the case may be; provided,
      however,
      if such
      extension would cause payment of interest on or principal of Eurodollar Rate
      Advances to be made in the next following calendar month, such payment shall
      be
      made on the next preceding Business Day.

     

    (d)  Unless
      the Agent shall have received notice from the Borrower prior to the date on
      which any payment is due to the Lenders hereunder that the Borrower will not
      make such payment in full, the Agent may assume that the Borrower has made
      such
      payment in full to the Agent on such date and the Agent may, in reliance upon
      such assumption, cause to be distributed to each Lender on such due date an
      amount equal to the amount then due such Lender. If and to the extent that
      the
      Borrower shall not have so made such payment in full to the Agent, each Lender
      shall repay to the Agent forthwith on demand such amount distributed to such
      Lender together with interest thereon, for each day from the date such amount
      is
      distributed to such Lender until the date such Lender repays such amount to
      the
      Agent, at the Federal Funds Rate.

     

    Section
      2.12  Taxes.

     

    (a)  Any
      and
      all payments by the Borrower hereunder shall be made, in accordance with Section
      2.11, free and clear of and without deduction for any and all present or future
      taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
      with respect thereto, excluding,
      in the
      case of each Lender and the Agent, (i) taxes imposed on its income, and
      franchise taxes imposed on it, by the jurisdiction under the laws of which
      such
      Lender or the Agent (as the case may be) is organized or any political
      subdivision thereof or in which its principal office is located, (ii) taxes
      imposed on its income, and franchise taxes imposed on it, by the jurisdiction
      of
      such Lender's Applicable Lending Office or any political subdivision thereof,
      (iii) taxes imposed upon or measured by the overall net income of such Lender
      by
      the United States of America or any political subdivision or taxing authority
      thereof or therein, and (iv) United States income taxes (including withholding
      taxes with respect to payments hereunder) payable with respect to payments
      hereunder under laws (including without limitation any statute, treaty, ruling,
      determination or regulation) in effect on the date hereof in the case of each
      Bank and on the effective date of the Assignment and Acceptance pursuant to
      which it became a Lender in the case of each other Lender (all such non-excluded
      taxes, levies, imposts, deductions, charges, withholdings and liabilities being
      hereinafter referred to as “Taxes”). If the Borrower shall be required by law to
      deduct any Taxes from or in respect of any sum payable hereunder to any Lender
      or the Agent, (i) the sum payable shall be increased as may be necessary so
      that after making all required deductions (including deductions applicable
      to
      additional sums payable under this Section 2.12) such Lender or the Agent (as
      the case may be) receives an amount equal to the sum it would have received
      had
      no such deductions been made, (ii) the Borrower shall 

     

    


    
      
        
          
          

        

        
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    make
      such
      deductions and (iii) the Borrower shall pay the full amount deducted to the
      relevant taxation authority or other authority in accordance with applicable
      law.

     

    (b)  In
      addition, the Borrower agrees to pay any present or future stamp or documentary
      taxes or any other excise or property taxes, charges or similar levies which
      arise from the execution, delivery or registration of, or otherwise with respect
      to, this Agreement (hereinafter referred to as “Other Taxes”).

     

    (c)  The
      Borrower will indemnify each Lender and the Agent for the full amount of Taxes
      or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed
      by any jurisdiction on amounts payable under this Section 2.12) and the Borrower
      will indemnify each Lender and the Agent for the full amount of Taxes or Other
      Taxes (including, without limitation, any Taxes or Other Taxes imposed by any
      jurisdiction on amounts payable under this Section 2.12), in each case paid
      by
      such Lender or the Agent (as the case may be) and any liability (including
      penalties, interest and expenses) arising therefrom or with respect thereto,
      whether or not such Taxes or Other Taxes were correctly or legally asserted.
      This indemnification shall be made within 30 days from the date such Lender
      or
      the Agent (as the case may be) makes written demand therefor.

     

    (d)  Within
      30
      days after the date of any payment of Taxes, the Borrower will furnish to the
      Agent, at its address referred to in Section 8.02, the original or a certified
      copy of a receipt evidencing payment thereof.

     

    (e)  (i)
      Each
      Lender organized under the laws of a jurisdiction outside the United States,
      on
      or prior to the date of its execution and delivery of this Agreement in the
      case
      of each Bank and on the date of the Assignment and Acceptance pursuant to which
      it becomes a Lender in the case of each other Lender, and from time to time
      thereafter if requested in writing by the Borrower (but only so long as such
      Lender remains lawfully able to do so), shall provide the Borrower with Internal
      Revenue Service form W-8BEN or W-8BCI, as appropriate, or any successor form
      prescribed by the Internal Revenue Service, to establish that such Lender is
      not
      subject to United States withholding tax with respect to any payments to such
      Lender of interest payable under this Agreement. If the form provided by a
      Lender at the time such Lender first becomes a party to this Agreement indicates
      a United States interest withholding tax rate in excess of zero, withholding
      tax
      at such rate shall be considered excluded from “Taxes” as defined in Section
      2.12(a).

     

    


    
      
        
          
          

        

        
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    (ii) In
      addition, each Lender organized under the laws of a jurisdiction outside the
      United States, to the extent it does not act or ceases to act for its own
      account with respect to any portion of any sums paid or payable to such Lender
      under this Agreement (for example, in the case of a typical participation by
      such Lender), on or prior to the date of its execution and delivery of this
      Agreement in the case of each Bank and on the date of the Assignment and
      Acceptance pursuant to which it becomes a Lender in the case of each other
      Lender, and from time to time thereafter if requested in writing by the Borrower
      (but only so long as such Lender remains lawfully able to do so), shall provide
      the Borrower with Internal Revenue Service form W-8BIMY, or any successor form
      prescribed by the Internal Revenue Service, to establish that such Lender is
      not
      acting for its own account with respect to a portion of any such sums payable
      to
      such Lender.

     

    (f)  For
      any
      period (i) during which any Tax is required to be deducted or withheld on the
      basis of the information, certificates or statements of exemption a Lender
      chooses to transmit with an Internal Revenue Service Form W-8IMY pursuant to
      subsection 2.12(e)(ii), or (ii) with respect to which a Lender has failed to
      provide the Borrower with the appropriate form described in Section 2.12(e)
      (other than if such failure is due to a change in law occurring subsequent
      to
      the date on which a form originally was required to be provided, or if such
      form
      otherwise is not required under the first sentence of subsection 2.12(e)(i)
      above), such Lender shall not be entitled to indemnification under Section
      2.12(a) with respect to Taxes imposed by the United States; provided,
      however,
      that
      should a Lender become subject to Taxes because of its failure to deliver a
      form
      required hereunder, the Borrower shall, at the expense of such Lender, take
      such
      steps as the Lender shall reasonably request to assist the Lender to recover
      such Taxes.

     

    (g)  Without
      prejudice to the survival of any other agreement of the Borrower hereunder,
      the
      agreements and obligations of the Borrower contained in this Section 2.12 shall
      survive the payment in full of principal and interest hereunder.

     

    Section
      2.13  Sharing
      of Payments, Etc.
      If any
      Lender shall obtain any payment (whether voluntary, involuntary, through the
      exercise of any right of set-off, or otherwise) on account of the A Advances
      made by it (other than pursuant to Section 2.10 or 2.12 or, to the extent the
      Termination Date is not the same for all Lenders, pursuant to Section 2.06(a))
      in excess of its ratable share of payments on account of the A Advances obtained
      by all the Lenders, such Lender shall forthwith purchase from the other Lenders
      such participations in the A Advances made by them as shall be necessary to
      cause such purchasing Lender to share the excess payment ratably with each
      of
      them, provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from such
      purchasing Lender, such purchase from each Lender shall be rescinded and such
      Lender shall repay to the purchasing Lender the purchase price to the extent
      of
      such recovery together with an amount equal to such Lender's ratable share
      (according to the proportion of (i) the amount of such Lender's required
      repayment to (ii) the total amount so recovered from the purchasing Lender)
      of any interest or other amount paid or payable by the purchasing Lender in
      respect of the total amount so recovered. The Borrower agrees that any Lender
      so
      purchasing a participation from another Lender pursuant to this Section 2.13
      may, to the fullest extent permitted by law, exercise all its rights of payment
      (including the right of set-off) with respect to such participation as fully
      as
      if such Lender were the direct creditor of the Borrower in the amount of such
      participation.

     

     

    
      
        
        

      

      
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    Section
      2.14  Evidence
      of Debt.

     

    (a)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Borrower to such Lender resulting
      from each Advance owing to such Lender from time to time, including the amounts
      of principal and interest payable and paid to such Lender from time to time
      hereunder. The Borrower agrees that upon notice by any Lender to the Borrower
      (with a copy of such notice to the Agent) to the effect that a promissory note
      or other evidence of indebtedness is required or appropriate in order for such
      Lender to evidence (whether for purposes of pledge, enforcement or otherwise)
      the A Advances or the B Advances owing to, or to be made by, such Lender, the
      Borrower shall promptly execute and deliver to such Lender promissory notes
      or
      other evidence of such indebtedness, in form and substance reasonably
      satisfactory to the Borrower and such Lender, payable to the order of such
      Lender in a principal amount equal, in the case of the A Advances, to the
      aggregate principal amount of the Commitment of such Lender and, in the case
      of
      the B Advances, to the outstanding principal amount of B Advances of such
      Lender; provided,
      however,
      that
      the execution and delivery of such promissory note or other evidence of
      indebtedness shall not be a condition precedent to the making of any Advance
      under this Agreement.

     

    (b)  The
      Register maintained by the Agent pursuant to Section 8.07(c) shall include
      a
      control account, and a subsidiary account for each Lender, in which accounts
      (taken together) shall be recorded (i) the date, amount and tenor, as
      applicable, of each Borrowing, the Borrower that received the proceeds of such
      Borrowing, the Type of Advances comprising such Borrowing and the Interest
      Period applicable thereto, (ii) the terms of each Assignment and Acceptance
      delivered to and accepted by it, (iii) the amount of any principal or
      interest due and payable or to become due and payable from the Borrower to
      each
      Lender hereunder, and (iv) the amount of any sum received by the Agent from
      the Borrower hereunder and each Lender's share thereof.

     

    (c)  The
      entries made in the Register shall be conclusive and binding for all purposes,
      absent manifest error.

     

    Section
      2.15  Use
      of Proceeds.

     

    (a)  Advances
      shall be used by the Borrower for Commercial Paper backup, for Non-Hostile
      Acquisitions and for general corporate purposes.

     

    (b)  No
      portion of the proceeds of any Advances under this Agreement shall be used
      by
      the Borrower or any of its Subsidiaries in any manner which might cause the
      Advances or the application of such proceeds to violate, or require any Lender
      to make any filing or take any other action under, Regulation T, Regulation
      U or
      Regulation X of the Board of Governors of the Federal Reserve System or any
      other regulation of such Board or to violate the Securities Exchange Act of
      1934, in each case as in effect on the date or dates of such Advances and such
      use of proceeds.

     

    Section
      2.16  Extension
      of the Commitment Termination Date.
      The
      Borrower may, not later than 30 days prior to each applicable anniversary of
      the
      Effective Date (the “Current Anniversary Date”), and not more than once in any
      calendar year, commencing not 

     

    


    
      
        
          
          

        

        
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    later
      than 60 days prior to the first anniversary of the Effective Date, from time
      to
      time request that the Commitment Termination Date for all Eligible Lenders
      (as
      defined below) be extended for a period of one year by delivering to the Agent
      a
      copy of an extension request signed by the Borrower (an “Extension Request”) in
      substantially the form of Exhibit D hereto; provided
      that at
      the time of such request and as of the date of any such extension of the
      Commitment Termination Date, (i) the representations and warranties of the
      Borrower contained in Article IV are correct on and as of such date, as though
      made on and as of such date, except to the extent that any such representation
      or warranty expressly relates only to an earlier date, in which case they were
      correct as of such earlier date, and (ii) no Event of Default or Potential
      Event
      of Default exists and is continuing. The Agent shall promptly notify each Lender
      of its receipt of such Extension Request. On or prior to the fifteenth day
      (the
“Determination Date”) prior to the Current Anniversary Date, each Eligible
      Lender shall notify the Agent and the Borrower of its willingness or
      unwillingness to extend its Commitment Termination Date hereunder. Any Eligible
      Lender that shall fail to so notify the Agent and the Borrower on or prior
      to
      the Determination Date shall be deemed to have declined to so extend. In the
      event that, on or prior to the Determination Date, Eligible Lenders representing
      more than 50% of the aggregate amount of the Commitments of all Eligible Lenders
      then in effect shall consent to such extension, the Agent shall so advise the
      Lenders and the Borrower and, subject to execution of documentation evidencing
      such extension and consents, the Commitment Termination Date of each Eligible
      Lender (each a “Consenting Lender”) that has consented on or prior to the
      Determination Date to so extend shall be extended to the date indicated in
      the
      Extension Request. Thereafter, (i) for each Consenting Lender, the term
“Commitment Termination Date” as used herein and in any promissory note executed
      and delivered by the Borrower pursuant to Section 2.14 hereof, shall at all
      times refer to such date, unless it is later extended pursuant to this Section
      2.16, and (ii) for each Lender that is not an Eligible Lender and for each
      Eligible Lender that either has declined on or prior to the Determination Date
      to so extend or is deemed to have so declined, the term “Commitment Termination
      Date” shall at all times refer to the date which was the Commitment Termination
      Date of such Lender immediately prior to the delivery to the Agent of such
      Extension Request. In the event that, as of the Determination Date, the
      Consenting Lenders represent 50% or less of the aggregate amount of the
      Commitments of all Eligible Lenders then in effect, the Agent shall so advise
      the Lenders and the Borrower, and none of the Lenders' Commitment Termination
      Dates shall be extended to the date indicated in the Extension Request and
      each
      Lender's Commitment Termination Date shall continue to be the date which was
      the
      Commitment Termination Date of such Lender immediately prior to the delivery
      to
      the Agent of such Extension Request. For purposes of this Section 2.16, the
      term
“Eligible Lenders” means, with respect to any Extension Request, (i) all
      Lenders if no Lender's Commitment Termination Date had been extended pursuant
      to
      this Section 2.16 prior to the delivery to the Agent of such Extension Request,
      and (ii) in all other cases, those Lenders which had extended their
      Commitment Termination Date in the most recent extension of any Commitment
      Termination Date effected pursuant to this Section 2.16.

     

    Section
      2.17  Substitution
      of Lenders.
      If any
      Lender requests compensation from the Borrower under Section 2.10(a) or (b)
      or
      if any Lender declines to extend its Commitment Termination Date pursuant to
      Section 2.16, the Borrower shall have the right, with the assistance of the
      Agent, to seek one or more substitute banks or financial institutions (which
      may
      be one or more of the Lenders) reasonably satisfactory to the Agent and the
      Borrower to purchase the Advances and assume the Commitments of such Lender,
      and
      the 

     

    


    
      
        
          
          

        

        
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    Borrower,
      the Agent, such Lender, and such substitute banks or financial institutions
      shall execute and deliver an appropriately completed Assignment and Acceptance
      pursuant to Section 8.07(a) hereof to effect the assignment of rights to and
      the
      assumption of obligations by such substitute banks or financial institutions;
      provided
      that
      such requesting Lender shall be entitled to (i) compensation under Section
      2.10
      for any costs incurred by it prior to its replacement, (ii) payment of all
      A
      Advances of such Lender then outstanding and all interest and fees accrued
      to
      the date of such payment, and (iii) if any Eurodollar Rate Advances of such
      Lender are then outstanding, any reimbursement which would be payable under
      Section 8.04(b) in connection with a prepayment of such Eurodollar Rate Advances
      on such date.

     

    Section
      2.18  Increased
      Commitments; Additional Lenders. 

     

    (a)  No
      more
      than once per year from the Effective Date, the Borrower may, upon at least
      thirty (30) days notice to the Agent (which shall promptly provide a copy of
      such notice to the Lenders), propose to increase the aggregate amount of the
      Commitments in increments of $25,000,000, the total amount of all such increases
      not to exceed $250,000,000 (the amount of any such increase, the “Increased
      Commitments”); provided
      that at
      the time of and after giving effect to any increase in the Commitments (and
      the
      delivery of the applicable commitment increase notice shall constitute a
      representation and warranty by the Borrower that on the effective date of such
      increase such statements are true) (i) the Borrower’s Long-Term Debt ratings
      from two of (1) Moody’s, (2) S&P, and (3) Fitch are better than or equal to
      Baa2, BBB or BBB respectively; (ii) the representations and warranties of the
      Borrower contained in Article IV are correct on and as of the date of such
      increase, before and after giving effect to such increase, as though made on
      and
      as of such date, except to the extent that any such representation or warranty
      expressly relates only to an earlier date, in which case they were correct
      as of
      such earlier date; (iii) no Event of Default or Potential Event of Default
      exists and is continuing; (iv) on the date of such increase, (x) there shall
      be
      no A Advances outstanding or all Interest Periods shall have ended and (y)
      and
      all accrued and unpaid interest on the A Advances and all accrued and unpaid
      Facility Fees shall have been paid in full and (v) after any such increase,
      no
      Lender’s Commitment shall exceed 50% of the aggregate amount of the Commitments.
      Each Lender party to this Agreement at such time shall have the right (but
      no
      obligation), for a period of fifteen (15) days following receipt of such notice,
      to elect by notice to the Borrower and the Agent to increase its Commitment
      by a
      principal amount which bears the same ratio to the Increased Commitments as
      its
      then Commitment bears to the aggregate Commitments then existing.

     

    (b)  If
      any
      Lender party to this Agreement shall not elect to increase its Commitment
      pursuant to subsection (a) of this Section, the Borrower may designate
      another lender or other lenders (which may be, but need not be, one or more
      of
      the existing Lenders) which at the time agree to (i) in the case of any
      such lender that is an existing Lender, increase its Commitment and (ii) in
      the case of any other such lender (an “Additional Lender”), become a party to
      this Agreement. The sum of the increases in the Commitments of the existing
      Lenders pursuant to this subsection (b) plus the Commitments of the
      Additional Lenders shall not in the aggregate exceed the unsubscribed amount
      of
      the Increased Commitments.

     

    (c)  An
      increase in the aggregate amount of the Commitments pursuant to this Section
      2.18 shall become effective upon the receipt by the Agent of an agreement in
      form and substance satisfactory to the Agent signed by the Borrower, by each
      Additional Lender and by each other Lender whose Commitment is to be increased,
      setting forth the new Commitments of 

     

    


    
      
        
          
          

        

        
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    such
      Lenders and Additional Lenders on a revised Schedule II to this Agreement and
      setting forth the agreement of each Additional Lender to become a party to
      this
      Agreement and to be bound by all the terms and provisions hereof, together
      with
      such evidence of appropriate corporate authorization on the part of the Borrower
      with respect to the Increased Commitments and such opinions of counsel for
      the
      Borrower with respect to the Increased Commitments as the Agent may reasonably
      request.

     

    Section
      2.19  Special
      Purpose Funding Vehicles.

     

    Notwithstanding
      anything to the contrary contained herein, any Lender, (a “Granting
      Lender”)
      may
      grant to a special purpose funding vehicle (an “SPC”)
      the
      option to fund all or any part of any Advance that such Granting Lender would
      otherwise be obligated to fund pursuant to this Agreement; provided,
      that
      (i) nothing herein shall constitute a commitment by an SPC to fund any Advance,
      and (ii) if an SPC elects not to exercise such option or otherwise fails to
      fund
      all or any part of such Advance, the Granting Lender shall be obligated to
      fund
      such Advance pursuant to the terms hereof. The funding of an Advance by an
      SPC
      hereunder shall utilize the Commitment of the Granting Lender to the same
      extent, and as if, such Advance were funded by such Granting Lender. Each party
      hereto hereby agrees that no SPC shall be liable for any indemnity or payment
      under this Agreement for which a Lender would otherwise be liable for so long
      as, and to the extent, the Granting Lender provides such indemnity or makes
      such
      payment. Notwithstanding anything to the contrary contained in this Agreement,
      any SPC may disclose on a confidential basis any non-public information relating
      to its funding of Advances to any rating agency, commercial paper dealer or
      provider of any surety or guarantee to such SPC.

     

    ARTICLE
      III

    CONDITIONS
      OF LENDING

     

    Section
      3.01  Condition
      Precedent to Effective Date.
      The
      effectiveness of this Agreement and the obligation of each Lender to make its
      initial Advance hereunder on and after the Effective Date are subject to the
      condition precedent that the Agent receive on or before the Effective Date
      the
      following, each dated the Effective Date, and each in form and substance
      satisfactory to the Agent and in sufficient copies for each Lender:

     

    (a)  This
      Agreement, executed by the Borrower;

     

    (b)  Certified
      copies of the resolutions of the Board of Directors of the Borrower approving
      this Agreement, and of all documents evidencing other necessary corporate action
      and governmental approvals, if any, with respect to this Agreement;

     

    (c)  A
      certificate of the Secretary or an Assistant Secretary of the Borrower
      certifying the names and true signatures of the officers of the Borrower
      authorized to sign this Agreement and the other documents to be delivered by
      the
      Borrower hereunder;

     

    (d)  A
      certificate of the Secretary or Assistant Secretary of the Borrower, dated
      the
      Effective Date, certifying the correctness and completeness of the copies of
      Borrower’s Certificate of Incorporation and Bylaws previously delivered to the
      Agent, together with good standing certificates from the state of its
      incorporation and its principal place of business, each to be dated a recent
      date prior to the Effective Date;

     

    
      
        
        

      

      
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    (e)  A
      favorable opinion of Hayward D. Fisk, Esq., General Counsel of the Corporation,
      substantially in the form of Exhibit C hereto;

     

    (f)  A
      certificate of an authorized officer of the Borrower, stating that the
      representations and warranties of the Borrower contained in Article IV are
      correct on and as of the Effective Date; and

     

    (g)  Evidence
      satisfactory to the Agent of (i) the absence of any indebtedness of the
      Borrower under the Existing Credit Agreement (including borrowings and accrued
      interest), (ii) the payment of fees, costs and expenses, if any, payable by
      the
      Borrower under the Existing Credit Agreement, and (iii) the termination of
      the
      Existing Credit Agreement and all commitments thereunder.

     

    Section
      3.02  Conditions
      Precedent to Each A Borrowing.
      The
      obligation of each Lender to make an A Advance on the occasion of each A
      Borrowing (including the initial A Borrowing) shall be subject to the further
      conditions precedent that (i) Agent shall have received a Notice of A Borrowing
      with respect thereto in accordance with Section 2.02 and (ii) on the date of
      such A Borrowing the following statements shall be true (and each of the
      giving of the applicable Notice of A Borrowing and the acceptance by the
      Borrower of the proceeds of such A Borrowing shall constitute a representation
      and warranty by the Borrower that on the date of such A Borrowing such
      statements are true):

     

    (a)  The
      representations and warranties of the Borrower contained in Article IV (other
      than the representation set forth in the second sentence of Section 4.01(e),
      to
      the extent the proceeds of such A Borrowing are used to repay Commercial Paper)
      are correct on and as of the date of such A Borrowing, before and after giving
      effect to such A Borrowing and to the application of the proceeds therefrom,
      as
      though made on and as of such date, except to the extent that any such
      representation or warranty expressly relates only to an earlier date, in which
      case they were correct as of such earlier date; and

     

    (b)  No
      event
      has occurred and is continuing, or would result from such A Borrowing or from
      the application of the proceeds therefrom, which constitutes an Event of Default
      or a Potential Event of Default.

     

    Section
      3.03  Conditions
      Precedent to Each B Borrowing.
      The
      obligation of each Lender which is to make a B Advance on the occasion of a
      B
      Borrowing (including the initial B Borrowing) to make such B Advance as part
      of
      such B Borrowing is subject to the conditions precedent that (i) the Agent
      shall have received the written confirmatory Notice of B Borrowing with respect
      thereto in accordance with Section 2.03 and (ii) on the date of such B
      Borrowing the following statements shall be true (and each of the giving of
      the
      applicable Notice of B Borrowing and the acceptance by the Borrower of the
      proceeds of such B Borrowing shall constitute a representation and warranty
      by
      the Borrower that on the date of such B Borrowing such statements are
      true):

     

    (a)  The
      representations and warranties of the Borrower contained in Article IV are
      correct on and as of the date of such B Borrowing, before and after giving
      effect to such B Borrowing and to the application of the proceeds therefrom,
      as
      though made on and as of such 

     

    


    
      
        
          
          

        

        
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    date,
      except to the extent that any such representation or warranty expressly relates
      only to an earlier date, in which case they were correct as of such earlier
      date, and

     

    (b)  No
      event
      has occurred and is continuing, or would result from such B Borrowing or from
      the application of the proceeds therefrom, which constitutes an Event of Default
      or a Potential Event of Default.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      4.01  Representations
      and Warranties of the Borrower.
      The
      Borrower represents and warrants as follows:

     

    (a)  Due
      Organization, etc.
      The
      Borrower is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada. The Borrower is duly qualified to do
      business as a foreign corporation in good standing in all other jurisdictions
      which require such qualification except to the extent that failure to so qualify
      would not have a material adverse effect on the Borrower. Each Subsidiary of
      the
      Borrower is duly organized and validly existing under the laws of the
      jurisdiction of its incorporation or formation. Each such Subsidiary is duly
      qualified to do business in all other jurisdictions which require such
      qualification except to the extent that failure to so qualify would not have
      a
      material adverse effect on such Subsidiary.

     

    (b)  Due
      Authorization, etc.
      The
      execution, delivery and performance by the Borrower of this Agreement are within
      the Borrower’s corporate powers, have been duly authorized by all necessary
      corporate action, and do not contravene (i) the Borrower’s certificate of
      incorporation or bylaws or (ii) law or any material contractual restriction
      binding on or affecting the Borrower.

     

    (c)  Governmental
      Consent.
      No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body is required for the due execution,
      delivery and performance by the Borrower of this Agreement.

     

    (d)  Validity.
      This
      Agreement is the legal, valid and binding obligation of the Borrower enforceable
      against the Borrower in accordance with its terms, subject to the effect of
      applicable bankruptcy, insolvency, arrangement, moratorium and other similar
      laws affecting creditors' rights generally and to the application of general
      principles of equity.

     

    (e)  Condition
      of the Borrower.
      The
      balance sheet of the Borrower and its Subsidiaries as at March 31, 2006, and
      the
      related statements of income and retained earnings of the Borrower and its
      Subsidiaries for the fiscal year then ended, copies of which have been furnished
      to each Bank, fairly present the financial condition of the Borrower and its
      Subsidiaries as at such date and the results of the operations of the Borrower
      and its Subsidiaries for the fiscal year ended on such date, all in accordance
      with GAAP consistently applied. There has been no material adverse change in
      the
      business, condition (financial or otherwise), operations or properties of the
      Borrower and its Subsidiaries, taken as a whole, since March 31,
      2006.

     

    (f)  Litigation.
      Except
      as otherwise described in Part II, Item 1 of the Borrower’s quarterly report on
      Form 10-Q for the quarter ended June 30, 2006, there is no 

     

    


    
      
        
          
          

        

        
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    pending
      or threatened investigation, action or proceeding against the Borrower or any
      of
      its Subsidiaries before any court, governmental agency or arbitrator that would
      reasonably be expected to materially adversely affect the financial condition
      or
      operations of the Borrower and its Subsidiaries, taken as a whole, or which
      purports to affect the legality, validity or enforceability of this
      Agreement.

     

    (g)  Margin
      Regulations.
      The
      Borrower is not engaged in the business of extending credit for the purpose
      of
      purchasing or carrying margin stock (within the meaning of Regulation U issued
      by the Board of Governors of the Federal Reserve System), and no proceeds of
      any
      Advance will be used to purchase or carry any margin stock or to extend credit
      to others for the purpose of purchasing or carrying any margin stock in any
      manner that violates or would cause a violation of Regulation T, Regulation
      U or
      Regulation X.

     

    (h)  Payment
      of Taxes.
      The
      Borrower and each of its Subsidiaries have filed or caused to be filed all
      material tax returns (federal, state, local and foreign) required to be filed
      and paid all material amounts of taxes shown thereon to be due, including
      interest and penalties, except for such taxes as are being contested in good
      faith and by proper proceedings and with respect to which appropriate reserves
      are being maintained by the Borrower or any such Subsidiary, as the case may
      be.

     

    (i)  Governmental
      Regulation.
      The
      Borrower is not subject to regulation under the Public Utility Holding Company
      Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
      Investment Company Act of 1940, each as amended, or to any Federal or state
      statute or regulation limiting its ability to incur indebtedness for money
      borrowed. No Subsidiary of the Borrower is subject to any regulation that would
      limit the ability of the Borrower to enter into or perform its obligations
      under
      this Agreement.

     

    (j)  ERISA.

     

    (i)  No
      ERISA
      Event which might result in liability (other than for premiums payable under
      Title IV of ERISA) has occurred or is reasonably expected to occur with respect
      to any Pension Plan.

     

    (ii)  Schedule
      B (Actuarial Information) to the most recently completed annual report (Form
      5500 Series) for each Pension Plan, copies of which have been filed with the
      Internal Revenue Service, is complete and, to the best knowledge of the
      Borrower, accurate, and since the date of such Schedule B there has been no
      material adverse change in the funding status of any such Pension
      Plan.

     

    (iii)  Neither
      the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge
      of
      the Borrower, is reasonably expected to incur, any Withdrawal Liability to
      any
      Multiemployer Plan.

     

    (iv)  Neither
      the Borrower nor any ERISA Affiliate has been notified by the sponsor of a
      Multiemployer Plan that such Multiemployer Plan is in reorganization or has
      been
      terminated, within the meaning of Title IV of ERISA, and, to the best knowledge
      of the Borrower, no Multiemployer Plan is reasonably expected to be in
      reorganization or to be terminated within the meaning of Title IV of
      ERISA.

     

    


    
      
        
          
          

        

        
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    (k)  Disclosure.
      No
      representation or warranty of the Borrower contained in this Agreement
      (including any Schedule furnished in connection herewith) contains any untrue
      statement of a material fact. No other document, certificate or written
      statement furnished to the Agent or any Lender by or on behalf of the Borrower
      for use in connection with the transactions contemplated in this Agreement,
      taken as a whole with other documents, certificates or written statements
      furnished contemporaneously therewith, contains any untrue statement of fact
      or
      omits to state a material fact (known to the Borrower in the case of any
      documents not furnished by it) necessary in order to make the statements
      contained therein not misleading in light of the circumstances under which
      the
      same were made.

     

    (l)  Insurance.
      The
      Borrower and its Subsidiaries (i) have in full force insurance coverage of
      their
      respective properties, assets and business (including casualty, general
      liability, products liability and business interruption insurance) that is
      (A) no less protective in any material respect than the insurance the
      Borrower and its Subsidiaries have carried in accordance with their past
      practices or (B) prudent given the nature of the business of the Borrower
      and its Subsidiaries and the prevailing practice among companies similarly
      situated or (ii) maintain a plan or plans of self-insurance to such extent
      and
      covering such risks as is usual for companies of comparable size engaged in
      the
      same or similar business which plan or plans provide for, among other things,
      adequate reserves for the risks being self-insured. 

     

    (m)  Environmental
      Matters.
      (i) The Borrower and each of its Subsidiaries is in compliance in all
      material respects with all Environmental Laws the non-compliance with which
      could reasonably be expected to have a material adverse effect on the financial
      condition or operations of the Borrower and its Subsidiaries, taken as a whole,
      and (ii) there has been no “release or threatened release of a hazardous
      substance” (as defined by the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.)
      or any
      other release, emission or discharge into the environment of any hazardous
      or
      toxic substance, pollutant or other materials from the Borrower’s or its
      Subsidiaries' property other than as permitted under applicable Environmental
      Law and other than those which would not have a material adverse effect on
      the
      financial condition or operations of the Borrower and its Subsidiaries, taken
      as
      a whole. Other than disposals for which the Borrower has been indemnified in
      full, all “hazardous waste” (as defined by the Resource Conservation and
      Recovery Act, 42 U.S.C. § 6901 et seq.
      (1976)
      and the regulations thereunder, 40 CFR Part 261 (“RCRA”)) generated at the
      Borrower’s or any Subsidiaries' properties have in the past been and shall
      continue to be disposed of at sites which maintain valid permits under RCRA
      and
      any applicable state or local Environmental Law.

     

    ARTICLE
      V

    COVENANTS

     

    Section
      5.01  Affirmative
      Covenants of the Borrower.
      The
      Borrower covenants and agrees that the Borrower will, unless and until all
      of
      the Advances shall have been indefeasibly paid in full and the Commitments
      of
      the Lenders shall have terminated, unless Majority Lenders shall otherwise
      consent in writing:

     

    


    
      
        
          
          

        

        
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    (a)  Compliance
      with Laws, Etc.
      Comply,
      and cause each of its Subsidiaries to comply, with all applicable laws, rules,
      regulations and orders, such compliance to include, without limitation, (i)
      complying with all Environmental Laws and (ii) paying before the same become
      delinquent all taxes, assessments and governmental charges imposed upon it
      or
      upon its property except to the extent contested in good faith, except where
      failure to so comply would not have a material adverse effect on the business,
      condition (financial or otherwise), operations or properties of the Borrower
      and
      its Subsidiaries, taken as a whole.

     

    (b)  Reporting
      Requirements.
      Furnish
      to the Lenders:

     

    (i)  as
      soon
      as available and in any event within 60 days of the end of each of the first
      three fiscal quarters of each fiscal year of the Borrower, a copy of the
      quarterly report for such quarter for the Borrower and its Subsidiaries,
      containing financial statements (including a consolidated balance sheet,
      consolidated statements of income and stockholders' equity and cash flows of
      the
      Borrower and its Subsidiaries) for such quarter;

     

    (ii)  as
      soon
      as available and in any event within 120 days after the end of each fiscal
      year
      of the Borrower, a copy of the annual audit report for such year for the
      Borrower and its Subsidiaries, containing financial statements (including a
      consolidated balance sheet, consolidated statements of income and stockholders'
      equity and cash flows of the Borrower and its Subsidiaries) for such year,
      accompanied by an opinion of Deloitte & Touche or other nationally
      recognized independent public accountants. The opinion shall be unqualified
      (as
      to going concern, scope of audit and disagreements over the accounting or other
      treatment of offsets) and shall state that such consolidated financial
      statements present fairly the financial position of the Borrower and its
      Subsidiaries as at the dates indicated and the results of their operations
      and
      cash flow for the periods indicated in conformity with GAAP applied on a basis
      consistent with prior years (except as stated therein) and that the examination
      by such accountants in connection with such consolidated financial statements
      has been made in accordance with generally accepted auditing
      standards;

     

    (iii)  together
      with each delivery of the report of the Borrower and its Subsidiaries pursuant
      to subsection (i) or subsection (ii) above, a compliance certificate for the
      quarter or year, as applicable, executed by an authorized financial officer
      of
      the Borrower (A) stating, in the case of the financial statements delivered
      under Section 5.01(b)(i) for such quarter, that such financial statements fairly
      present the financial condition of the Borrower and its Subsidiaries as at
      the
      dates indicated and the results of operations of the Borrower and its
      Subsidiaries and cash flow for the periods indicated in conformity with GAAP
      applied on a basis consistent with prior years (except as otherwise stated
      therein), subject to changes resulting from audit and normal year-end
      adjustment, (B) stating that the signer has reviewed the terms of this Agreement
      and has made, or caused to be made under his or her supervision, a review in
      reasonable detail of the transactions and condition of the Borrower and its
      Subsidiaries during the accounting period covered by such financial statements
      and that such review has not disclosed the existence during or at the end of
      such accounting period, and that the signer does not have knowledge of the
      existence as at the date of the compliance certificate, of any condition or
      event that constitutes an Event of Default or a Potential Event of Default
      or,
      if any such condition or event existed or exists, specifying the nature and
      period of existence thereof and what action the Borrower has taken, is taking
      and proposes to take with respect thereto and (C) demonstrating in
      reasonable detail compliance during (as required thereunder) and at the end
      of
      such accounting periods with the restrictions contained in Section
      5.02(c).

     

    


    
      
        
          
          

        

        
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    (iv)  as
      soon
      as possible and in any event within five days after the occurrence of each
      Event
      of Default and each Potential Event of Default, continuing on the date of such
      statement, a statement of an authorized financial officer of the Borrower
      setting forth details of such Event of Default or Potential Event of Default
      and
      the action which the Borrower has taken and proposes to take with respect
      thereto;

     

    (v)  promptly
      after any significant change in accounting policies or reporting practices,
      notice and a description in reasonable detail of such change;

     

    (vi)  promptly
      and in any event within 30 days after the Borrower or any ERISA Affiliate knows
      or has reason to know that any ERISA Event referred to in clause (i) of the
      definition of ERISA Event with respect to any Pension Plan has occurred which
      might result in liability to the PBGC a statement of the chief accounting
      officer of the Borrower describing such ERISA Event and the action, if any,
      that
      the Borrower or such ERISA Affiliate has taken or proposes to take with respect
      thereto;

     

    (vii)  promptly
      and in any event within 10 days after the Borrower or any ERISA Affiliate knows
      or has reason to know that any ERISA Event (other than an ERISA Event referred
      to in (vi) above) with respect to any Pension Plan has occurred which might
      result in liability to the PBGC, a statement of the chief accounting officer
      of
      the Borrower describing such ERISA Event and the action, if any, that the
      Borrower or such ERISA Affiliate has taken or proposes to take with respect
      thereto;

     

    (viii)  promptly
      and in any event within five Business Days after receipt thereof by the Borrower
      or any ERISA Affiliate from the PBGC, copies of each notice from the PBGC of
      its
      intention to terminate any Pension Plan or to have a trustee appointed to
      administer any Pension Plan;

     

    (ix)  promptly
      and in any event within seven Business Days after receipt thereof by the
      Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a
      copy
      of each notice received by the Borrower or any ERISA Affiliate concerning
      (w) the imposition of Withdrawal Liability by a Multiemployer Plan,
      (x) the determination that a Multiemployer Plan is, or is expected to be,
      in reorganization within the meaning of Title IV of ERISA, (y) the
      termination of a Multiemployer Plan within the meaning of Title IV of ERISA
      or
      (z) the amount of liability incurred, or expected to be incurred, by the
      Borrower or any ERISA Affiliate in connection with any event described in clause
      (w), (x) or (y) above;

     

    (x)  promptly
      after the sending or filing thereof, copies of all proxy statements, financial
      statements and reports that the Borrower or any of its Subsidiaries sends to
      its
      stockholders generally, and copies of all regular, periodic and special reports,
      and all registration statements, that the Borrower or any of its Subsidiaries
      files with the SEC or any governmental authority that may be substituted
      therefor, or with any national securities exchange;

     

    


    
      
        
          
          

        

        
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    (xi)  promptly
      after the furnishing thereof, copies of any statement or report furnished to
      any
      other holder of the securities of the Borrower or any of its Subsidiaries
      pursuant to the terms of any indenture, loan or credit or similar agreement
      and
      not otherwise required to be furnished to the Lenders pursuant to any other
      clause of this Section 5.01.

     

    (xii)  promptly
      after the commencement thereof, notice of all material actions, suits and
      proceedings before any court or government department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, affecting the Borrower
      or any of its Subsidiaries, of the type described in Section
      4.01(f).

     

    (xiii)  promptly
      after the occurrence thereof, notice of (A) any event which makes any of
      the representations contained in Section 4.01(m) inaccurate in any material
      respect or (B) the receipt by the Borrower of any notice, order, directive
      or other communication from a governmental authority alleging violations of
      or
      noncompliance with any Environmental Law which could reasonably be expected
      to
      have a material adverse effect on the financial condition of the Borrower and
      its Subsidiaries, taken as a whole;

     

    (xiv)  promptly
      after any change in any Rating, a notice of such change, which notice shall
      specify the new Rating, the date on which such change was publicly announced
      by
      S&P, Moody’s or Fitch, as the case may be, and such other information with
      respect to such change as any Lender through Agent may reasonably request;
      and

     

    (xv)  such
      other information respecting the condition or operations, financial or
      otherwise, of the Borrower or any of its Subsidiaries as any Lender through
      the
      Agent may from time to time reasonably request.

     

    In
      lieu
      of furnishing to the Agent paper copies of the documents required to be
      delivered pursuant to Sections 5.01(b)(i), (ii), (v), and (x), to the extent
      such documents are filed with the SEC, the Borrower shall notify the Agent
      and
      Lenders when such documents are so filed and may make such documents available
      to the Agent and Lenders at its Internet website located at http://www.csc.com
      and
      through the SEC’s EDGAR system. Notwithstanding the foregoing, the Borrower
      shall deliver paper copies of such documents to any Lender that requests the
      Borrower to deliver such paper copies. 

     

    (c)  Corporate
      Existence, Etc.
      The
      Borrower will, and will cause each of its material Subsidiaries to, at all
      times
      maintain its fundamental business and preserve and keep in full force and effect
      its corporate existence (except as permitted under Section 5.02(b)) and all
      rights, franchises and licenses necessary or desirable in the normal conduct
      of
      its business.

     

    (d)  Maintenance
      of Insurance.
      The
      Borrower will and will cause each of its Subsidiaries to maintain insurance
      with
      responsible and reputable insurance companies or associations in such amounts
      and covering such risks (i) as are usually insured by companies engaged in
      similar businesses and (ii) with responsible and reputable insurance companies
      or associations. Notwithstanding the foregoing, the Borrower and its
      Subsidiaries may maintain a plan or plans of self-insurance to such extent
      and
      covering such risks as is usual for companies of comparable size engaged in
      the
      same or similar business, which plans shall include, among other 

     

    


    
      
        
          
          

        

        
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    things,
      adequate reserves for the risks that are self-insured. On request the Borrower
      will advise the Agent and the Lenders concerning any such plan or plans for
      self-insurance.

     

    Section
      5.02  Negative
      Covenants of the Borrower.
      The
      Borrower covenants and agrees that, unless and until all of the Advances shall
      have been indefeasibly paid in full and the Commitments of the Lenders shall
      have terminated, unless Majority Lenders shall otherwise consent in
      writing:

     

    (a)  Liens,
      Etc.
      The
      Borrower will not create or suffer to exist, or permit any of its Subsidiaries
      to create or suffer to exist, any Lien, upon or with respect to any of its
      properties, whether now owned or hereafter acquired, or assign, or permit any
      of
      its Subsidiaries to assign, any right to receive income, in each case to secure
      or provide for the payment of any Debt of any Person, unless the Borrower’s
      obligations hereunder shall be secured equally and ratably with, or prior to,
      any such Debt; provided however
      that the
      foregoing restriction shall not apply to the following Liens which are
      permitted:

     

    (i)  set-off
      rights, arising by operation of law or under any contract entered into in the
      ordinary course of business, and bankers' Liens, Liens of carriers,
      warehousemen, mechanics, workmen, employees, materialmen and other Liens imposed
      by law;

     

    (ii)  Liens
      in
      favor of the United States of America to secure amounts paid to the Borrower
      or
      any of its Subsidiaries as advance or progress payments under government
      contracts entered into by it so long as such Liens cover only (x) special bank
      accounts into which only such advance or progress payments are deposited and
      (y)
      supplies covered by such government contracts and material and other property
      acquired for or allocated to the performance of such government
      contracts;

     

    (iii)  attachment,
      judgment and other similar Liens arising in connection with legal proceedings,
      provided
      that the
      execution or other enforcement of such Liens is effectively stayed and the
      claims secured thereby are being contested in good faith by appropriate
      proceedings, and provided
      that any
      such judgment does not constitute an Event of Default;

     

    (iv)  Liens
      on
      accounts receivable resulting from the sale of such accounts
      receivable;

     

    (v)  Liens
      on
      assets of any Subsidiary of the Borrower existing at the time such Person
      becomes a Subsidiary (other than any such Lien created in contemplation of
      becoming a Subsidiary);

     

    (vi)  purchase
      money Liens upon or in any property acquired or held by the Borrower or any
      Subsidiary in the ordinary course of business to secure the purchase price
      of
      such property or to secure Debt incurred solely for the purpose of financing
      the
      acquisition of such property (provided that the amount of Debt secured by such
      Lien does not exceed 100% of the purchase price of such property and transaction
      costs relating to such acquisition) and Liens existing on such property at
      the
      time of its acquisition (other 

     

    


    
      
        
          
          

        

        
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    than
      any
      such Lien created in contemplation of such acquisition); and the interest of
      the
      lessor thereof in any property that is subject to a Capital Lease;

     

    (vii)  Liens,
      other than Liens described in clauses (i) through (vi) and in clause (ix),
      to
      secure Debt not in excess of an aggregate of $100,000,000 principal amount
      at
      any time outstanding;

     

    (viii)  Liens
      resulting from any extension, renewal or replacement (or successive extensions,
      renewals or replacements), in whole or in part, of any Debt secured by any
      Lien
      referred to in clauses (iv), (v) and (vi) so long as (x) the aggregate principal
      amount of any such Debt shall not increase as a result of any such extension,
      renewal or replacement and (y) Liens resulting from any such extension, renewal
      or replacement shall cover only such property which secured the Debt that is
      being extended, renewed or replaced; and

     

    (ix)  Liens
      on
      any real property owned by the Borrower or any of its Subsidiaries on the
      Effective Date to secure Debt financing the acquisition of or construction
      of
      improvements on such real property, provided that the amount of such Debt does
      not exceed 100% of the fair market value of the real property encumbered by
      such
      Lien at the time such Debt is incurred.

     

    (b)  Restrictions
      on Fundamental Changes.
      The
      Borrower will not, and will not permit any of its Subsidiaries to, merge or
      consolidate with or into, or convey, transfer, lease or otherwise dispose of
      (whether in one transaction or in a series of transactions) all or a substantial
      portion of its assets (whether now owned or hereafter acquired) to any Person
      (other than the Borrower or any Subsidiary of the Borrower, so long as the
      Borrower, directly or indirectly, owns 80% or more of the voting stock thereof),
      or enter into any partnership, joint venture, syndicate, pool or other
      combination, unless (a) no Event of Default or Potential Event of Default has
      occurred and is continuing or would result therefrom and (b) in the case of
      any
      consolidation or merger involving the Borrower either (i) the Borrower is the
      surviving entity or (ii) the Person surviving or resulting from such
      consolidation or merger shall have assumed the obligations of the Borrower
      hereunder in an agreement or instrument reasonably satisfactory in form and
      substance to the Agent.

     

    (c)  Financial
      Covenants.

     

    (i)  Minimum
      Interest Coverage Ratio.
      The
      Borrower will not permit at the end of any quarterly financial reporting period
      the ratio of Consolidated EBITDA to Consolidated Interest Expense for the period
      of four consecutive fiscal quarters ending on or immediately prior to such
      period, to be less than 3.00 to 1.00.

     

    (ii)  Consolidated
      Total Debt to Consolidated EBITDA Ratio.
      The
      Borrower will not permit at the end of any quarterly financial reporting period
      the ratio of Consolidated Total Debt to Consolidated EBITDA for the period
      of
      four consecutive fiscal quarters ending on or immediately prior to such period,
      to exceed 3.00 to 1.00.

     

    (d)  Plan
      Terminations.
      The
      Borrower will not, and will not permit any ERISA Affiliate to, terminate any
      Pension Plan so as to result in liability of the Borrower or any ERISA


     

    


    
      
        
          
          

        

        
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    Affiliate
      to the PBGC in excess of $15,000,000, or permit to exist any occurrence of
      an
      event or condition which reasonably presents a material risk of a termination
      by
      the PBGC of any Pension Plan with respect to which the Borrower or any ERISA
      Affiliate would, in the event of such termination, incur liability to the PBGC
      in excess of $15,000,000.

     

    (e)  Employee
      Benefit Costs and Liabilities.
      The
      Borrower will not, and will not permit any ERISA Affiliate to, create or suffer
      to exist, (i) any Insufficiency with respect to a Pension Plan or any Withdrawal
      Liability with respect to a Multiemployer Plan if, immediately after giving
      effect thereto, such Insufficiencies and Withdrawal Liabilities of all Pension
      Plans and Multiemployer Plans, respectively, of the Borrower and its ERISA
      Affiliates exceeds $50,000,000 or (ii) except as provided in Section 4980B
      of the Code and except as provided under the terms of any employee welfare
      benefit plans provided pursuant to the terms of collective bargaining
      agreements, any employee benefit plan to provide health or welfare benefits
      (through the purchase of insurance or otherwise) for any retired or former
      employee of the Borrower or any of its ERISA Affiliate unless the Borrower
      and/or any of its ERISA Affiliates are permitted to terminate such benefits
      pursuant to the terms of such employee benefit plan.

     

    ARTICLE
      VI

    EVENTS
      OF
      DEFAULT

     

    Section
      6.01  Events
      of Default.
      If any
      of the following events (“Events of Default”) shall occur and be
      continuing:

     

    (a)  The
      Borrower shall fail to pay any principal of any Advance when the same becomes
      due and payable or the Borrower shall fail to pay any interest on any Advance
      or
      any fees or other amounts payable hereunder within five days of the date due;
      or

     

    (b)  Any
      representation or warranty made by the Borrower herein or in connection with
      this Agreement shall prove to have been incorrect in any material respect when
      made; or

     

    (c)  The
      Borrower shall fail to perform or observe (i) any term, covenant or agreement
      contained in Section 5.01(c) or 5.02, or (ii) any other term, covenant or
      agreement contained in this Agreement on its part to be performed or observed
      if
      the failure to perform or observe such other term, covenant or agreement shall
      remain unremedied for 30 days after the Borrower obtains knowledge of such
      breach; or

     

    (d)  The
      Borrower or any of its Subsidiaries shall fail to pay any principal of or
      premium or interest on any Debt and any guaranties of third-party indebtedness
      which is outstanding in a principal amount of at least $100,000,000 in the
      aggregate (but excluding Debt arising under this Agreement) of the Borrower
      or
      such Subsidiary (as the case may be), when the same becomes due and payable
      (whether by scheduled maturity, required prepayment, acceleration, demand or
      other-wise), and such failure shall continue after the applicable grace period,
      if any, specified in the agreement or instrument relating to such Debt or
      guaranty; or any other event shall occur or condition shall exist under any
      agreement or instrument relating to any such Debt and shall continue after
      the
      applicable grace period, if any, specified in such agreement or instrument,
      if
      the effect of such event or condition is to accelerate, or to permit the
      acceleration of, the maturity of such Debt; or any such Debt shall be declared
      to be due and 

     

    


    
      
        
          
          

        

        
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    payable,
      or required to be prepaid (other than by a regularly scheduled required
      prepayment or by a required prepayment of insurance proceeds or by a required
      prepayment as a result of formulas based on asset sales or excess cash flow),
      redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or
      defease such Debt shall be required to be made, in each case prior to the stated
      maturity thereof; or

     

    (e)  The
      Borrower or any of its Significant Subsidiaries shall generally not pay its
      debts as such debts become due, or shall admit in writing its inability to
      pay
      its debts generally, or shall make a general assignment for the benefit of
      creditors; or any proceeding shall be instituted by or against the Borrower
      or
      any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, or composition of it or its debts under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee, custodian or other similar official for it or for substantial part
      of
      its property and, in the case of any such proceeding instituted against it
      (but
      not instituted by it), either such proceeding shall remain undismissed or
      unstayed for a period of 60 days, or any of the actions sought in such
      proceeding (including, without limitation, the entry of an order for relief
      against, or the appointment of a receiver, trustee, custodian or other similar
      official for, it or for any substantial part of its property) shall occur;
      or
      the Borrower or any of its Significant Subsidiaries shall take any corporate
      or
      partnership action to authorize any of the actions set forth above in this
      subsection (e); or

     

    (f)  Any
      judgment or order for the payment of money in excess of $100,000,000 shall
      be
      rendered against the Borrower or any of its Significant Subsidiaries and is
      not
      promptly paid by the Borrower or any of its Significant Subsidiaries and either
      (i) enforcement proceedings shall have been commenced by any creditor upon
      such judgment or order or (ii) there shall be any period of 10 consecutive
      days during which a stay of enforcement of such judgment or order, by reason
      of
      a pending appeal or otherwise, shall not be in effect; or

     

    (g)  

     

    (i)  Any
      ERISA
      Event with respect to a Pension Plan shall have occurred and, 30 days after
      notice thereof shall have been given to the Borrower by the Agent, (x) such
      ERISA Event shall still exist and (y) the sum (determined as of the date of
      occurrence of such ERISA Event) of the Insufficiency of such Pension Plan and
      the Insufficiency of any and all other Pension Plans with respect to which
      an
      ERISA Event shall have occurred and then exist (or in the case of a Pension
      Plan
      with respect to which an ERISA Event described in clause (iii) through (vi)
      of
      the definition of ERISA Event shall have occurred and then exist, the liability
      related thereto) is equal to or greater than $15,000,000; or

     

    (ii)  The
      Borrower or any ERISA Affiliate shall have been notified by the sponsor of
      a
      Multiemployer Plan that it has incurred an aggregate Withdrawal Liability for
      all years to such Multiemployer Plan in an amount that, when aggregated with
      all
      other amounts required to be paid to Multiemployer Plans by the Borrower and
      its
      ERISA Affiliates as Withdrawal Liability (determined as of the date of such
      notification), exceeds $15,000,000; or

     

     

    
      
        
        

      

      
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    (iii)  The
      Borrower or any ERISA Affiliate shall have been notified by the sponsor of
      a
      Multiemployer Plan that such Multiemployer Plan is in reorganization or is
      being
      terminated, within the meaning of Title IV or ERISA, if as a result of such
      reorganization or termination the aggregate annual contributions of the Borrower
      and its ERISA Affiliates to all Multiemployer Plans that are then in
      reorganization or being terminated have been or will be increased over the
      amounts contributed to such Multiemployer Plans for the plan year of such
      Multiemployer Plan immediately preceding the plan year in which the
      reorganization or termination occurs by an amount exceeding $15,000,000;
      or

     

    (h)  Any
      Person or two or more Persons acting in concert shall have acquired beneficial
      ownership (within the meaning of Rule 13d-3 of the SEC under the Securities
      Exchange Act of 1934, as amended), directly or indirectly, of securities of
      the
      Borrower (or other securities convertible into such securities) representing
      35%
      or more of the combined voting power of all securities of the Borrower entitled
      to vote in the election of directors, other than securities having such power
      only by reason of the happening of a contingency; or

     

    (i)  The
      Borrower or any of its Subsidiaries shall be suspended or debarred by any
      governmental entity from entering into any government contract or government
      subcontract from otherwise engaging in any business relating to government
      contracts or from participation in government non-procurement programs, and
      such
      suspension or debarment could reasonably be expected to have a material adverse
      effect on the business, condition (financial or otherwise), operations or
      properties of the Borrower and its Subsidiaries, taken as a whole;

     

    then,
      and
      in any such event, the Agent (i) shall at the request, or may with the
      consent, of the Majority Lenders, by notice to the Borrower, declare the
      obligation of each Lender to make Advances to be terminated, whereupon the
      same
      shall forthwith terminate, and (ii) shall at the request, or may with the
      consent, of the Majority Lenders, by notice to the Borrower, declare the
      Advances, all interest thereon and all other amounts payable under this
      Agreement to be forthwith due and payable, whereupon the Advances, all such
      interest and all such amounts shall become and be forthwith due and payable,
      without presentment, demand, protest or further notice of any kind, all of
      which
      are here expressly waived by the Borrower; provided,
      however,
      that in
      the event of an actual or deemed entry of an order for relief with respect
      to
      the Borrower or any of its Significant Subsidiaries under the Federal Bankruptcy
      Code, (A) the obligation of each Lender to make Advances shall
      automatically be terminated and (B) the Advances, all such interest and all
      such amounts shall automatically become and be due and payable, without
      presentment, demand, protest or any notice of any kind, all of which are hereby
      expressly waived by the Borrower.

    


    ARTICLE
      VII

    THE
      AGENT

     

    Section
      7.01  Authorization
      and Action.
      Each
      Lender hereby appoints and authorizes the Agent to take such action as agent
      on
      its behalf and to exercise such powers under this Agreement as are delegated
      to
      the Agent by the terms hereof, together with such powers as are reasonably
      incidental thereto. As to any matters not expressly provided for by this
      Agreement (including, without limitation, enforcement or collection of the
      Advances and other amounts owing hereunder), the Agent shall not be required
      to
      exercise any discretion or 

     

    


    
      
        
          
          

        

        
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    take
      any
      action, but shall be required to act or to refrain from acting (and shall be
      fully protected in so acting or refraining from acting) upon the instructions
      of
      the Majority Lenders, and such instructions shall be binding upon all Lenders;
      provided,
      however,
      that
      the Agent shall not be required to take any action which exposes the Agent
      to
      personal liability or which is contrary to this Agreement or applicable law.
      The
      Agent agrees to give to each Lender prompt notice of each notice given to it
      by
      the Borrower pursuant to the terms of this Agreement. The Lenders identified
      on
      the cover page of this Agreement as co-syndication agents shall not have any
      powers, duties, responsibilities or liabilities under this Agreement other
      than
      those applicable to all Lenders as such, and none of such Lenders shall have
      or
      be deemed to have a fiduciary relationship with any Lender.

     

    Section
      7.02  Agent's
      Reliance, Etc.
      Neither
      the Agent nor any of its directors, officers, agents or employees shall be
      liable for any action taken or omitted to be taken by it or them under or in
      connection with this Agreement, except for its or their own gross negligence
      or
      willful misconduct. Without limitation of the generality of the foregoing,
      the
      Agent: (i) may treat the payee of any Advance as the holder thereof until
      the Agent receives and accepts an Assignment and Acceptance entered into by
      the
      Lender which is the payee of such Advance, as assignor, and an Eligible
      Assignee, as assignee, as provided in Section 8.07; (ii) may consult with
      legal counsel (including counsel for the Borrower), independent public
      accountants and other experts selected by it and shall not be liable for any
      action taken or omitted to be taken in good faith by it in accordance with
      the
      advice of such counsel, accountants or experts; (iii) makes no warranty or
      representation to any Lender and shall not be responsible to any Lender for
      any
      statements, warranties or representations (whether written or oral) made in
      or
      in connection with this Agreement; (iv) shall not have any duty to
      ascertain or to inquire as to the performance or observance of any of the terms,
      covenants or conditions of this Agreement on the part of the Borrower or to
      inspect the property (including the books and records) of the Borrower;
      (v) shall not be responsible to any Lender for the due execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Agreement
      or
      any other instrument or document furnished pursuant hereto; and (vi) shall
      incur no liability under or in respect of this Agreement by acting upon any
      notice, consent, certificate or other instrument or writing (which may be by
      telecopier, telegram, or delivery) believed by it to be genuine and signed
      or
      sent by the proper party or parties.

     

    Section
      7.03  CUSA
      and Affiliates.
      With
      respect to its Commitment, the Advances made by it, CUSA shall have the same
      rights and powers under this Agreement as any other Lender and may exercise
      the
      same as though it were not the Agent; and the term “Lender” or “Lenders” shall,
      unless otherwise expressly indicated, include CUSA in its individual capacity.
      CUSA and its affiliates may accept deposits from, lend money to, act as trustee
      under indentures of, and generally engage in any kind of business with, the
      Borrower, any of their respective subsidiaries and any Person who may do
      business with or own securities of the Borrower or any such subsidiary, all
      as
      if CUSA were not the Agent and without any duty to account therefor to the
      Lenders.

     

    Section
      7.04  Lender
      Credit Decision.
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent or any other Lender and based on the financial statements referred to
      in
      Section 4.01 and such other documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement. Each Lender also acknowledges that it will, independently and without
      reliance 

     

    


    
      
        
          
          

        

        
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    upon
      the
      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 decisions
      in
      taking or not taking action under this Agreement.

     

    Section
      7.05  Indemnification.
      The
      Lenders agree to indemnify the Agent (to the extent not reimbursed by the
      Borrower), ratably according to the respective principal amounts of the A
      Advances then held by each of them (or if no A Advances are at the time
      outstanding or if any A Advances are held by Persons which are not Lenders,
      ratably according to the respective amounts of their Commitments), from and
      against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements of any kind or
      nature whatsoever which may be imposed on, incurred by, or asserted against
      the
      Agent in any way relating to or arising out of this Agreement or any action
      taken or omitted by the Agent under this Agreement, provided
      that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      resulting from the Agent's gross negligence or willful misconduct. Without
      limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
      upon demand for its ratable share of any out-of-pocket expenses (including
      counsel fees) incurred by the Agent in connection with the preparation,
      execution, delivery, administration, syndication, modification, amendment or
      enforcement (whether through negotiations, legal proceedings or otherwise)
      of,
      or legal advice in respect of rights or responsibilities under, this Agreement,
      to the extent that the Agent is not reimbursed for such expenses by the
      Borrower.

     

    Section
      7.06  Successor
      Agent.
      The
      Agent may resign at any time by giving written notice thereof to the Lenders
      and
      the Borrower and may be removed at any time with or without cause by the
      Majority Lenders. Upon any such resignation or removal, the Majority Lenders
      shall have the right to appoint a successor Agent. If no successor Agent shall
      have been so appointed by the Majority Lenders, and shall have accepted such
      appointment, within 30 days after the retiring Agent's giving of notice of
      resignation or the Majority Lenders' removal of the retiring Agent, then the
      retiring Agent may, on behalf of the Lenders, appoint a successor Agent which
      shall be a commercial bank organized under the laws of the United States of
      America or of any State thereof or any Bank and, in each case having a combined
      capital and surplus of at least $50,000,000. Upon the acceptance of any
      appointment as Agent hereunder by a successor Agent, such successor Agent shall
      thereupon succeed to and become vested with all the rights, powers, privileges
      and duties of the retiring Agent, and the retiring Agent shall be discharged
      from its duties and obligations under this Agreement. After any retiring Agent's
      resignation or removal hereunder as Agent, the provisions of this Article VII
      shall inure to its benefit as to any actions taken or omitted to be taken by
      it
      while it was Agent under this Agreement.

     

    ARTICLE
      VIII

    MISCELLANEOUS

     

    Section
      8.01  Amendments,
      Etc.
      No
      amendment or waiver of any provision of this Agreement, nor consent to any
      departure by the Borrower therefrom, shall in any event be effective unless
      the
      same shall be in writing and signed by the Majority Lenders, and then such
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given; provided,
      however,
      that no
      amendment, waiver or consent 

     

    


    
      
        
          
          

        

        
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    shall,
      unless in writing and signed by all the Lenders, do any of the following:
      (a) waive any of the conditions specified in Section 3.01,
      (b) increase the Commitments of the Lenders (except pursuant to Section
      2.18) or subject the Lenders to any additional obligations, (c) reduce the
      principal of, or interest on, the A Advances or any fees or other amounts
      payable hereunder, (d) postpone any date fixed for any payment of principal
      of, or interest on, the A Advances or any fees or other amounts payable
      hereunder (except pursuant to Section 2.16), (e) change the percentage of
      the Commitments or of the aggregate unpaid principal amount of the A Advances,
      or the number of Lenders, which shall be required for the Lenders or any of
      them
      to take any action hereunder, or (f) amend Section 2.16, Section 2.18 or this
      Section 8.01; and provided,
      further,
      that no
      amendment, waiver or consent shall, unless in writing and signed by the Agent
      in
      addition to the Lenders required above to take such action, affect the rights
      or
      duties of the Agent under this Agreement; and provided further,
      that no
      amendment, modification, termination or waiver of the principal amount of any
      B Advance or payments or prepayments by the Borrower in respect thereof,
      the scheduled maturity dates of any B Advance, the dates on which interest
      is payable and decreases in interest rates borne by B Advances shall be
      effective without the written concurrence of the Lender which has funded such
      B Advance and provided,
      further
      that no
      amendment of Section 2.19 shall be effective without the written consent of
      each
      Granting Lender, all or any part of whose outstanding Loans is being funded
      by
      an SPC at the time of such amendment.

     

    Section
      8.02  Notices,
      Etc. 

     

    (a)  General.
      Unless
      otherwise expressly provided in this Agreement, all notices, requests, demands,
      directions and other communications provided for hereunder shall be in writing
      (including by facsimile transmission). All such written notices shall be mailed,
      faxed or delivered to the applicable address, facsimile number or (subject
      to
      Section 8.15) electronic mail address, and all notices and other communications
      expressly permitted hereunder to be given by telephone shall be made to the
      applicable telephone number, as follows:

     

    (1)  if
      to the
      Borrower or Agent, to the address, facsimile number, electronic mail address
      or
      telephone number set forth below, or to such other address, facsimile number,
      electronic mail address or telephone number as shall be designated by such
      party
      in a notice to the other parties:

     

    
      	
              Borrower:

            	
              Computer
                Sciences Corporation

              2100
                East Grand Avenue 

              El
                Segundo, California 90245 

              Attention:
                Thomas R. Irvin

              Phone:
                (310) 615-1745

              Fax:
                (310) 322-9398

              Email:
                tirvin@csc.com

            
	 	 
	
              Agent:

            	
              Citicorp
                USA, Inc.

              c/o
                Citibank Agency Services

              2
                Penns Way, Suite 200

              New
                Castle, Delaware 19720

              Attention:
                Janet Wallace-Himmler

              Phone:
                (302) 894-6029

              Fax:
                (302) 894-6120

              Email:
                janet.wallacehimmler@citigroup.com

            


    

    


     

    


    
      
        
          
          

        

        
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    (2)  if
      to any
      other Lender, to the address, facsimile number, electronic mail address or
      telephone number of its Domestic Lending Office as may be specified opposite
      its
      name on Schedule I hereto (or in the Assignment and Acceptance pursuant to
      which
      it became a Lender), or to such other address, facsimile number, electronic
      mail
      address or telephone number as shall be designated by such party in a notice
      to
      the Borrower and the Agent.

     

    (b)  Timing.
      All
      such notices and other communications shall be deemed to be given or made upon
      the earlier to occur of (i) actual receipt by the relevant party hereto and
      (ii)
      (A) if delivered by hand or by courier, when signed for by or on behalf of
      the
      relevant party hereto; (B) if delivered by mail, four Business Days after
      deposit in the United States mail, postage prepaid; (C) if delivered by
      facsimile, when sent and receipt has been confirmed by telephone; and (D) if
      delivered by electronic mail (subject to the provisions of Section 8.15(c))
      when
      received; provided,
      however,
      that
      notices and other communications to the Agent pursuant to Article II or VII
      shall not be effective until actually received by such Person. In no event
      shall
      a voicemail message be effective as a notice, communication or confirmation
      hereunder.

     

    (c)  Effectiveness
      of Facsimile Documents and Signatures.
      This
      Agreement and any documents delivered pursuant to or in connection with this
      Agreement may be transmitted and/or signed by facsimile. The effectiveness
      of
      any such documents and signatures shall, subject to applicable law, have the
      same force and effect as manually-signed originals and shall be binding on
      the
      Borrower, the Agent and the Lenders. The Agent may also require that any such
      documents and signatures be confirmed by a manually-signed original thereof;
      provided,
      however,
      that
      the failure to request or deliver the same shall not limit the effectiveness
      of
      any facsimile document or signature.

     

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

     

    Section
      8.03  No
      Waiver; Remedies.
      No
      failure on the part of any Lender or the Agent to exercise, and no delay in
      exercising, any right hereunder shall operate as a waiver thereof; nor shall
      any
      single or partial exercise of any such right preclude any other or further
      exercise thereof or the exercise of any other right. The remedies herein
      provided are cumulative and not exclusive of any remedies provided by
      law.

     

    Section
      8.04  Costs,
      Expenses and Indemnification.

     

    (a)  The
      Borrower agrees to pay promptly on demand all reasonable costs and out-of-pocket
      expenses of Agent in connection with the preparation, execution, delivery,
      

     

    


    
      
        
          
          

        

        
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    administration,
      syndication, modification and amendment of this Agreement, and the other
      documents to be delivered hereunder or thereunder, including, without
      limitation, the reasonable fees and out-of-pocket expenses of counsel for the
      Agent with respect thereto and with respect to advising the Agent as to its
      rights and responsibilities hereunder. The Borrower further agrees to pay
      promptly on demand all costs and expenses of the Agent and of each Lender,
      if
      any (including, without limitation, reasonable counsel fees and out-of-pocket
      expenses), in connection with the enforcement (whether through negotiations,
      legal proceedings or otherwise) of this Agreement and the other documents to
      be
      delivered hereunder, including, without limitation, reasonable counsel fees
      and
      out-of-pocket expenses in connection with the enforcement of rights under this
      Section 8.04(a).

     

    (b)  If
      any
      payment of principal of any Eurodollar Rate Advance or B Advance extended to
      the
      Borrower is made other than on the last day of the interest period for such
      Advance, as a result of a payment pursuant to Section 2.06 or acceleration
      of the maturity of the Advances pursuant to Section 6.01 or for any other
      reason, the Borrower shall, upon demand by any Lender (with a copy of such
      demand to the Agent), pay to the Agent for the account of such Lender any
      amounts required to compensate such Lender for any additional losses, costs
      or
      expenses which it may reasonably incur as a result of such payment, including,
      without limitation, any loss, cost or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by any Lender
      to
      fund or maintain such Advance.

     

    (c)  The
      Borrower agrees to indemnify and hold harmless the Agent, each Lender and each
      director, officer, employee, agent, attorney and affiliate of the Agent and
      each
      Lender (each an “indemnified person”) in connection with any expenses, losses,
      claims, damages or liabilities to which the Agent, a Lender or such indemnified
      persons may become subject, insofar as such expenses, losses, claims, damages
      or
      liabilities (or actions or other proceedings commenced or threatened in respect
      thereof) arise out of the transactions referred to in this Agreement or arise
      from any use or intended use of the proceeds of the Advances, or in any way
      arise out of activities of the Borrower that violate Environmental Laws, and
      to
      reimburse the Agent, each Lender and each indemnified person, upon their demand,
      for any reasonable legal or other out-of-pocket expenses incurred in connection
      with investigating, defending or participating in any such loss, claim, damage,
      liability, or action or other proceeding, whether commenced or threatened
      (whether or not the Agent, such Lender or any such person is a party to any
      action or proceeding out of which any such expense arises). Notwithstanding
      the
      foregoing, the Borrower shall have no obligation hereunder to an indemnified
      person with respect to indemnified liabilities which have resulted from the
      gross negligence, bad faith or willful misconduct of such indemnified
      person.

     

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

     

    Section
      8.05  Right
      of Set-off.
      Upon
      (i) the occurrence and during the continuance of any Event of Default and
      (ii) the making of the request or the granting of the consent specified by
      Section 6.01 to authorize the Agent to declare the Advances due and


     

    


    
      
        
          
          

        

        
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    payable
      pursuant to the provisions of Section 6.01, each Lender is hereby authorized
      at
      any time and from time to time, to the fullest extent permitted by law, to
      set
      off and apply any and all deposits (time or demand, provisional or final, or
      general, but not special) at any time held and other indebtedness at any time
      owing by such Lender or any Affiliate thereof to or for the credit or the
      account of the Borrower against any and all of the obligations of the Borrower
      now or hereafter existing under this Agreement that are then due and payable,
      whether or not such Lender shall have made any demand under this Agreement,
      and
      each such Affiliate is hereby irrevocably authorized to permit such setoff
      and
      application. Each Lender agrees promptly to notify the Borrower after any such
      set-off and application made by such Lender, provided
      that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The rights of each Lender under this Section are in addition to
      other rights and remedies (including, without limitation, other rights of
      set-off) which such Lender may have.

     

    Section
      8.06  Binding
      Effect.
      This
      Agreement shall be deemed to have been executed and delivered when it shall
      have
      been executed by the Borrower and the Agent and when the Agent shall have been
      notified by each Bank that such Bank has executed it and thereafter shall be
      binding upon and inure to the benefit of the Borrower, the Agent and each Lender
      and their respective successors and permitted assigns, except that the Borrower
      shall not have the right to assign its rights or obligations hereunder or any
      interest herein without the prior written consent of all Lenders. This Agreement
      and the fee letter referred to in Section 2.04(b) constitute the entire contract
      among the parties relating to the subject matter hereof and supersede any and
      all previous agreements and understandings, oral or written, relating to the
      subject matter hereof.

     

    Section
      8.07  Assignments
      and Participations.

     

    (a)  Each
      Lender may assign to one or more Eligible Assignees all or a portion of its
      rights and obligations under this Agreement (including, without limitation,
      all
      or a portion of its Commitment and the A Advances owing to it); provided,
      however,
      that
      (i) each such assignment shall be of a constant, and not a varying,
      percentage of all rights and obligations under this Agreement (other than any
      B
      Advances), (ii) after giving effect to any such assignment, (1) the assigning
      Lender shall no longer have any Commitment or (2) the amount of the Commitment
      of each of the assigning Lender and the Eligible Assignee party to such
      assignment (in each case determined as of the date of the Assignment and
      Acceptance with respect to such assignment) shall not be less than $10,000,000
      and increments of $1,000,000 in excess thereof (iii) each such assignment
      shall be to an Eligible Assignee, and (iv) the parties to each such
      assignment shall execute and deliver to the Agent, for its acceptance and
      recording in the Register, an Assignment and Acceptance, and a processing and
      recordation fee of $3,500. Upon such execution, delivery, acceptance and
      recording, from and after the effective date specified in each Assignment and
      Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
      extent that rights and obligations hereunder have been assigned to it pursuant
      to such Assignment and Acceptance, have the rights and obligations of a Lender
      hereunder and (y) the Lender assignor thereunder shall, to the extent that
      rights and obligations hereunder have been assigned by it pursuant to such
      Assignment and Acceptance, relinquish its rights and be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Acceptance covering all or the remaining portion of an assigning Lender's rights
      and obligations under this Agreement, such Lender shall cease to be a party
      hereto). Any Lender may at any time (i) upon notice to Borrower, assign all
      or
      any portion of its rights hereunder to an Affiliate of such Lender 

     

    


    
      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

    

    


    or
      to
      another Lender or (ii) without notice to or consent of the Borrower, pledge
      as
      security all or any portion of its rights hereunder to any Federal Reserve
      Bank;
provided,
      that no
      such pledge or assignment shall release such Lender from any of its obligations
      hereunder.

     

    (b)  By
      executing and delivering an Assignment and Acceptance, the Lender assignor
      thereunder and the assignee thereunder confirm to and agree with each other
      and
      the other parties hereto as follows: (i) other than as provided in such
      Assignment and Acceptance, such assigning Lender makes no representation or
      warranty and assumes no responsibility with respect to any statements,
      warranties or representations made in or in connection with this Agreement
      or
      the execution, legality, validity, enforceability, genuineness, sufficiency
      or
      value of this Agreement or any other instrument or document furnished pursuant
      hereto; (ii) such assigning Lender makes no representation or warranty and
      assumes no responsibility with respect to the financial condition of the
      Borrower or the performance or observance by the Borrower of any of its
      obligations under this Agreement or any other instrument or document furnished
      pursuant hereto; (iii) such assignee confirms that it has received a copy
      of this Agreement, together with copies of the financial statements referred
      to
      in Section 4.01, and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into such
      Assignment and Acceptance; (iv) such assignee will, independently and
      without reliance upon the Agent, such assigning Lender or any other Lender
      and
      based on such documents and information as it shall deem appropriate at the
      time, continue to make its own credit decisions in taking or not taking action
      under this Agreement; (v) such assignee confirms that it is an Eligible
      Assignee; (vi) such assignee appoints and authorizes the Agent to take such
      action as agent on its behalf and to exercise such powers under this Agreement
      as are delegated to the Agent by the terms hereof, together with such powers
      as
      are reasonably incidental thereto; and (vii) such assignee agrees that it
      will perform in accordance with their terms all of the obligations which by
      the
      terms of this Agreement are required to be performed by it as a
      Lender.

     

    (c)  The
      Agent
      shall maintain at its address referred to in Section 8.02 a copy of each
      Assignment and Acceptance delivered to and accepted by it and a register for
      the
      recordation of the names and addresses of the Lenders and the Commitment of,
      the
      Commitment Termination Date of, and, with respect to the Borrower, principal
      amount of the Advances owing to, each Lender from time to time (the “Register”).
      The entries in the Register shall be conclusive and binding for all purposes,
      absent manifest error, and the Borrower, the Agent and the Lenders may treat
      each Person whose name is recorded in the Register as a Lender hereunder for
      all
      purposes of this Agreement. The Register shall be available for inspection
      by
      the Borrower or any Lender at any reasonable time and from time to time upon
      reasonable prior notice.

     

    (d)  Within
      five days of its receipt of an Assignment and Acceptance executed by an
      assigning Lender and an assignee representing that it is an Eligible Assignee
      (together with a processing and recordation fee of $3,500 with respect thereto)
      and upon consent of the Agent and, so long as no Potential Event of Default
      or
      Event of Default then exists and is continuing (and except for assignments
      to an
      Affiliate of the Lender or to another Lender), the Borrower thereto, which
      consents shall not be unreasonably withheld or delayed, the Agent shall, if
      such
      Assignment and Acceptance has been completed and is in substantially the form
      of
      Exhibit B hereto, (1) accept such Assignment and Acceptance and (2) record
      the information contained therein in the Register. All communications with
      the
      Borrower with respect to such consent of 

     

    


    
      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

    

    


    the
      Borrower shall be either sent pursuant to Section 8.02 or sent to the following:
      CSC Enterprises, 2100 E. Grand Avenue, El Segundo, California 90245, Attention:
      Leon J. Level, Telephone No.: (310) 615-1728, Facsimile No.: (310)
      322-9767.

     

    (e)  Each
      Lender may assign to one or more banks or other entities any B Advance or B
      Advances made by it.

     

    (f)  Each
      Lender may sell participations to one or more banks or other entities in or
      to
      all or a portion of its rights and obligations under this Agreement (including,
      without limitation, all or a portion of its Commitment and the Advances owing
      to
      it; provided,
      however,
      that
      (i) such Lender's obligations under this Agreement (including, without
      limitation, its Commitment to the Borrower hereunder) shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations, (iii) such Lender shall
      remain the holder of any such Advance for all purposes of this Agreement,
      (iv) the Borrower, the 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, and (v) no Lender shall grant any
      participation under which the participant shall have rights to require such
      Lender to take or omit to take any action hereunder or approve any amendment
      to
      or waiver of this Agreement, except to the extent such amendment or waiver
      would: (A) extend the Termination Date of such Lender; or (B) reduce the
      interest rate or the amount of principal or fees applicable to Advances or
      the
      Commitment in which such participant is participating.

     

    (g)  Any
      Lender may, in connection with any assignment or participation or proposed
      assignment or participation pursuant to this Section 8.07, disclose to the
      assignee or participant or proposed assignee or participant, any information
      relating to the Borrower furnished to such Lender by or on behalf of the
      Borrower; provided
      that,
      prior to any such disclosure, the assignee or Participant or proposed assignee
      or participant shall agree to preserve the confidentiality of any confidential
      information relating to the Borrower received by it from such
      Lender.

     

    Section
      8.08  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.

     

    Section
      8.09  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

    Section
      8.10  Consent
      to Jurisdiction; Waiver of Immunities.
      The
      Borrower hereby irrevocably submits to the jurisdiction of any New York state
      or
      Federal court sitting in New York, New York in any action or proceeding arising
      out of or relating to this Agreement, and the Borrower hereby irrevocably agrees
      that all claims in respect of such action or proceeding may be heard and
      determined in such New York state or Federal court. The Borrower hereby
      irrevocably waives, to the fullest extent they may effectively do so, the
      defense of an inconvenient forum to the maintenance of such action or
      proceeding. The Borrower agrees that a final judgment in any such action or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on the judgment or in any other manner provided by law. Nothing in this
      Section 8.10 shall affect the right of any Lender or Agent to serve legal
      process in any other 

     

    


    
      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

    

    


    manner
      permitted by law or affect the right of any Lender or Agent to bring any action
      or proceeding against the Borrower or its property in the courts of any other
      jurisdiction.

     

    Section
      8.11  Waiver
      of Trial by Jury.
      THE
      BORROWER, THE BANKS, THE AGENT AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF,
      OTHER LENDERS HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL
      OF
      ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. The
      scope of this waiver is intended to be all-encompassing of any and all disputes
      that may be filed in any court and that relate to the subject matter of this
      transaction, including without limitation contract claims, tort claims, breach
      of duty claims and all other common law and statutory claims. Each of the
      Borrower, the Banks, the Agent and, by its acceptance of the benefits hereof,
      other Lenders (i) acknowledges that this waiver is a material inducement
      for the Borrower, the Lenders and the Agent to enter into a business
      relationship, that the Borrower, the Lenders and the Agent have already relied
      on this waiver in entering into this Agreement or accepting the benefits
      thereof, as the case may be, and that each will continue to rely on this waiver
      in their related future dealings and (ii) further warrants and represents
      that it has reviewed this waiver with its legal counsel, and that it knowingly
      and voluntarily waives its jury trial rights following consultation with legal
      counsel. THIS
      WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR
      IN
      WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
      SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.
      In the
      event of litigation, this Agreement may be filed as a written consent to a
      trial
      by the court.

     

    Section
      8.12  Survival
      of Warranties.
      All
      agreements, representations and warranties made in this Agreement shall survive
      the execution and delivery of this Agreement and any increase in the Commitments
      under this Agreement.

     

    Section
      8.13  Severability.
      In case
      any provision in or obligation under this Agreement shall be invalid, illegal
      or
      unenforceable in any jurisdiction, the validity, legality and enforceability
      of
      the remaining provisions or obligations, or of such provision or obligation
      in
      any other jurisdiction, shall not in any way be affected or impaired
      thereby.

     

    Section
      8.14  Headings.
      Section
      and subsection headings in this Agreement are included herein for convenience
      of
      reference only and shall not constitute a part of this Agreement for any other
      purpose or be given any substantive effect.

     

    Section
      8.15  Website
      Communications.
      

     

    (a)  The
      Borrower hereby agrees that it will provide to the Agent all information,
      documents and other materials that it is obligated to furnish to the Agent
      pursuant to this Agreement, including, without limitation, all notices,
      requests, financial statements, financial and other reports, certificates and
      other information materials, but excluding any such communication that (i)
      relates to a request for a new, or a conversion of an existing, borrowing or
      other extension of credit (including any election of an interest rate or
      interest period relating thereto), (ii) relates to the payment of any principal
      or other amount due under this Agreement prior to the scheduled date therefor,
      (iii) provides notice of any default or event of default under this Agreement
      or
      (iv) is required to be delivered to satisfy any condition precedent to the
      

     

    


    
      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

    

    


    effectiveness
      of this Agreement and/or any borrowing or other extension of credit thereunder
      (all such non-excluded communications being referred to herein collectively
      as
“Communications”),
      by
      transmitting the Communications in an electronic/soft medium in a format
      acceptable to the Agent to oploanswebadmin@citigroup.com
      or as
      otherwise specified in Section 5.01(b). In addition, the Borrower agrees to
      continue to provide the Communications to the Agent in the manner specified
      in
      this Agreement but only to the extent requested by the Agent.

     

    (b)  The
      Borrower further agrees that the Agent may make the Communications available
      to
      the Lenders by posting the Communications on Intralinks or
      a
      substantially similar electronic transmission systems
      (the
“Platform”).
      

     

    THE
      PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED
      BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR
      THE
      ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR
      OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
      OR
      STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
      FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
      FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN
      CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE AGENT
      OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
      EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT
      PARTIES”)
      HAVE
      ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR
      DAMAGES OF ANY KIND,
      INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
      CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
      (WHETHER
      IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE AGENT’S
      TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE
      LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY
      A
      COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
      PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     

    (c)  The
      Agent
      agrees that the receipt of the Communications by the Agent at its e-mail address
      set forth above shall constitute effective delivery of the Communications to
      the
      Agent for purposes of this Agreement. Each Lender agrees that notice to it
      (as
      provided in the next sentence) specifying that the Communications have been
      posted to the Platform shall constitute effective delivery of the Communications
      to such Lender for purposes of this Agreement. Each Lender agrees to notify
      the
      Agent in writing (including by electronic communication) from time to time
      of
      such Lender’s e-mail address to which the foregoing notice may be sent by
      electronic transmission and (ii) that the foregoing notice may be sent to such
      e-mail address. 

     

    Nothing
      herein shall prejudice the right of the or any Lender to give any notice or
      other communication pursuant to this Agreement in any other manner specified
      in
      this Agreement.

    


    
      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      

    

    


    


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

     

    [Remainder
      of page intentionally left blank]

     

    
       

      
        51

        
          

        

      

       

    

     

     

     

     

     

    
       

       

       

    

    


    


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

     

    


     

    COMPUTER
      SCIENCES CORPORATION,
      a
      Nevada corporation, as Borrower

     

    By   /s/
      Michael E. Keane       

    Name:  Michael
      E. Keane

    Title:  Vice
      President and Chief Financial Officer

     

     

     

    S-1

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CITICORP
      USA, INC.,
      

     

    as
      Agent
      and a Lender

     

    By   /s/
      Hans Lin            

    Name:  Hans
      Lin

    Title:  Vice
      President

     

    


    S-2


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              BARCLAYS
                BANK PLC,

              as
                a Lender

               

               

               

              By   /s/
                Alison McGuigan       

              Name:  Alison
                McGuigan

              Title:  Associate
                Director

               

            
	 	
              The
                Bank of Nova Scotia,

              as
                a Lender

               

               

               

              By   /s/
                Chris Osborn            

              Name:  Chris
                Osborn

              Title:  Managing
                Director

               

            
	 	
              The
                Royal Bank of Scotland plc,

              as
                a Lender

               

               

               

              By   /s/
                Eddie Dec            

              Name:  Eddie
                Dec

              Title:  Senior
                Vice President

               

            
	 	
              Wachovia
                Bank, N.A,

              as
                a Lender

               

               

               

              By   /s/
                John G. Taylor       

              Name:  John
                G. Taylor

              Title:  Vice
                President

               

            
	 	
              Bank
                of America, N.A, 

              as
                a Lender

               

               

               

              By   /s/
                Lee Merkle-Raymond       

              Name:  Lee
                Merkle-Raymond

              Title:  Managing
                Director

               

            


    

     

    S-3

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              The
                Bank of New York, 

              as
                a Lender

               

               

               

              By   /s/
                Robert Besser        

              Name:  Robert
                Besser

              Title:  Vice
                President

               

            
	 	
              Mellon
                Bank, N.A., 

              as
                a Lender

               

               

               

              By   /s/
                David B. Wirl        

              Name:  David
                B. Wirl

              Title:  Vice
                President

               

            
	 	
              Sumitomo
                Mitsui Banking Corporation, 

              as
                a Lender

               

               

               

              By   /s/
                Shigeru Tsuru        

              Name:  Shigeru
                Tsuru

              Title:  Joint
                General Manager

               

            
	 	
              MERRILL
                LYNCH BANK USA, 

              as
                a Lender

               

               

               

              By   /s/
                Louis Alder        

              Name:  Louis
                Alder

              Title:  Director

               

            


    

     

    S-4

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              MORGAN
                STANLEY BANK,

              as
                a Lender

               

               

               

              By   /s/
                Daniel Twenge       

              Name:  Daniel
                Twenge

              Title:  Authorized
                Signatory

               

            
	 	
              Lloyds
                TSB Bank plc,

              as
                a Lender

               

               

               

              By   /s/
                Mario Del Duca       

              Name:  Mario
                Del Duca

              Title:  Assistant
                Vice President

               

               

              By   /s/
                Deborah Carlson       

              Name:  Deborah
                Carlson

              Title:  VP
                & Manager - Business Development

               

            
	 	
              SANPAOLO
                IMI S.p.A., 

              as
                a Lender

               

               

               

              By   /s/
                Renato Carducci       

              Name:  Renato
                Carducci

              Title:  General
                Manager

               

               

              By   /s/
                Robert Wurster       

              Name:  Robert
                Wurster

              Title:  Senior
                Vice President

               

            


    

     

    S-5

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                a Lender

               

               

               

              By   /s/
                Paul K. Stimpfl       

              Name:  Paul
                K. Stimpfl

              Title:  Senior
                Vice President

               

            
	 	
              WILLIAM
                STREET COMMITMENT CORPORATION (Recourse only to assets of William
                Street
                Commitment Corporation),

              as
                a Lender

               

               

               

              By   /s/
                Mark Walton       

              Name:  Mark
                Walton

              Title:  Assistant
                Vice President

               

            
	 	
              BNP
                Paribas,

              as
                a Lender

               

               

               

              By   /s/
                William Davidson       

              Name:  William
                Davidson

              Title:  Director

               

               

              By   /s/
                Mathew Harvey       

              Name:  Mathew
                Harvey

              Title:  Managing
                Director

               

            
	 	
              STANDARD
                CHARTERED BANK,

              as
                a Lender

               

               

               

              By   /s/
                Lalita Vadhri        

              Name:  Lalita
                Vadhri

              Title:  Senior
                Vice President

               

               

              By   /s/
                Robert K. Reddington       

              Name:  Robert
                K. Reddington

              Title:  AVP/Credit
                Documentation

               

            


    

     

    S-6

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.,

              Seattle
                Branch

              as
                a Lender

               

               

               

              By   /s/
                Tsuneto Kodama       

              Name:  Tsuneto
                Kodama

              Title:  General
                Manager

               

            
	 	
              UBS
                Loan Finance LLC,

              as
                a Lender

               

               

               

              By   /s/
                Irja R. Otsa        

              Name:  Irja
                R. Otsa

              Title:  Associate
                Director

               

               

              By   /s/
                Toba Lumbantobing       

              Name:  Toba
                Lumbantobing

              Title:  Associate
                Director

               

            
	 	
              Danske
                Bank A/S,

              as
                a Lender

               

               

               

              By   /s/
                Bjarne Jørgensen       

              Name:  Bjarne
                Jørgensen

              Title:  Senior
                Vice President

               

               

              By   /s/
                Kim Hansen        

              Name:  Kim
                Hansen

              Title:  Senior
                Relationship Manager

            


    

    


    S-7


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


    SCHEDULE
      I

     

    APPLICABLE
      LENDING OFFICES

     

    


    
      	
              Bank

            	
              Domestic
                Lending Office

            	
              Eurodollar
                Lending Office

            
	
              Bank
                of America, N.A.

            	
              Bank
                of America NA

              100
                N. Tryon Street

              Mail
                Code NC1-007-17-15

              Charlotte,
                NC 28255-0001

              Attention:
                Bryan A. Smith

              Telephone
                No.: (704) 388-1464

              Facsimile
                No.: (704) 388-0960

              Email:
                bryan.a.smith@

              bankofamerica.com

            	
              Bank
                of America NA

              100
                N. Tryon Street

              Mail
                Code NC1-007-17-15

              Charlotte,
                NC 28255-0001

              Attention:
                Bryan A. Smith

              Telephone
                No.: (704) 388-1464

              Facsimile
                No.: (704) 388-0960

              Email:
                bryan.a.smith@

              bankofamerica.com

            
	
              The
                Bank of New York 

            	
              The
                Bank of New York

              One
                Wall Street, 2nd Floor

              New
                York, NY 10005

              Attention:
                Dawn Hertling

              Telephone
                No.: (212) 635-6742

              Facsimile
                No.: (212) 635-6933

              Email:
                dhertling@bankofny.com

            	
              The
                Bank of New York

              One
                Wall Street, 2nd Floor

              New
                York, NY 10005

              Attention:
                Dawn Hertling

              Telephone
                No.: (212) 635-6742

              Facsimile
                No.: (212) 635-6933

              Email:
                dhertling@bankofny.com

            
	
              The
                Bank of Nova Scotia

            	
              The
                Bank of Nova Scotia

              580
                California Street

              San
                Francisco, CA 94104

              Attention:
                Liz Hanson

              Telephone
                No.: (415) 616-4153

              Facsimile
                No.: (415) 397-0791

              Email:
                liz_hanson@

              scotiacapital.com

            	
              The
                Bank of Nova Scotia

              580
                California Street

              San
                Francisco, CA 94104

              Attention:
                Liz Hanson

              Telephone
                No.: (415) 616-4153

              Facsimile
                No.: (415) 397-0791

              Email:
                liz_hanson@

              scotiacapitalcom

            
	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

              900
                Fourth Avenue, Suite 4000

              Seattle,
                WA 98164-1068

              Attention:
                Ellen Yuson

              Telephone
                No.: (213) 488-3796

              Facsimile
                No.: (213) 613-1136

              Email:
                eyuson@btmna.com

            	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

              900
                Fourth Avenue, Suite 4000

              Seattle,
                WA 98164-1068

              Attention:
                Ellen Yuson

              Telephone
                No.: (213) 488-3796

              Facsimile
                No.: (213) 613-1136

              Email:
                eyuson@btmna.com

            


    

    


    Schedule
      I-1


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Barclays
                Bank PLC

            	
              Barclays
                Bank PLC

              200
                Park Avenue, 4th
                Floor

              New
                York, NY 10166

              Attention:
                Nicholas Bell

              Telephone
                No.: (212) 412-4029

              Facsimile
                No.: (212) 412-7600

              Email:
                nicholas.bell@

              barclayscapital.com

            	
              Barclays
                Bank PLC

              200
                Park Avenue, 4th
                Floor

              New
                York, NY 10166

              Attention:
                Nicholas Bell

              Telephone
                No.: (212) 412-4029

              Facsimile
                No.: (212) 412-7600

              Email:
                nicholas.bell@

              barclayscapital.com

            
	
              BNP
                Paribas

            	
              BNP
                Paribas

              One
                Front Street, 23rd
                Floor

              San
                Francisco, CA 94111

              Attention:
                Bill Davidson

              Telephone
                No.: (415) 772-1335

              Facsimile
                No.: (415) 296-8954

              Email:
                bill.davidson@americas.bnpparibas.com

            	
              BNP
                Paribas

              One
                Front Street, 23rd
                Floor

              San
                Francisco, CA 94111

              Attention:
                Bill Davidson

              Telephone
                No.: (415) 772-1335

              Facsimile
                No.: (415) 296-8954

              Email:
                bill.davidson@americas.bnpparibas.com

            
	
              Citicorp
                USA, Inc.

            	
              Citicorp
                USA, Inc.

              Citibank
                Agency Services

              2
                Penns Way, Suite 200

              New
                Castle, DE 19720

              Attention:
                Janet Wallace-Himmler

              Telephone
                No: (302) 894-6029

              Facsimile
                No: (302) 894-6120

              Email:
                janet.wallacehimmler@

              citigroup.com

            	
              Citicorp
                USA, Inc.

              Citibank
                Agency Services

              2
                Penns Way, Suite 200

              New
                Castle, DE 19720

              Attention:
                Janet Wallace-Himmler

              Telephone
                No: (302) 894-6029

              Facsimile
                No.: (302) 894-6120

              Email:
                janet.wallacehimmler@

              citigroup.com

            
	
              Danske
                Bank A/S

            	
              Danske
                Bank A/S

              2-12
                Holmens Kanal

              DK-1092
                Copenhagen K

              Denmark

              Attention:
                Kim Hansen

              Telephone
                No: +45
                33 44 06 52

              Facsimile
                No: +45
                33 44 21 45

              Email:
                kimha@danskebank.dk

            	
              Danske
                Bank A/S

              2-12
                Holmens Kanal

              DK-1092
                Copenhagen K

              Denmark

              Attention:
                Kim Hansen

              Telephone
                No: +45
                33 44 06 52

              Facsimile
                No: +45
                33 44 21 45

              Email:
                kimha@danskebank.dk

            
	
              Lloyds
                TSB Bank plc

            	
              Lloyds
                TSB Bank PLC

              1251
                Avenue of the Americas, 39th
                Floor

              New
                York, NY 10020

              Attention:
                Windsor Davies

              Telephone
                No.: (212) 930-8909

              Facsimile
                No.: (212) 930-5098

            	
              Lloyds
                TSB Bank PLC

              1251
                Avenue of the Americas, 39th
                Floor

              New
                York, NY 10020

              Attention:
                Windsor Davies

              Telephone
                No.: (212) 930-8909

              Facsimile
                No.: (212) 930-5098

            


    

    


    Schedule
      I-2

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Mellon
                Bank, N.A.

            	
              Mellon
                Bank, N.A.

              Rm.
                4535, One Mellon Bank Center

              500
                Grant Street

              Pittsburgh,
                PA 15282-0001

              Attention:
                David B. Wirl

              Telephone
                No.: (412) 234-4175

              Facsimile
                No.: (412) 236-6112

              Email:
                Wirl.d@mellon.com

            	
              Mellon
                Bank, N.A.

              Rm.
                4535, One Mellon Bank Center

              500
                Grant Street

              Pittsburgh,
                PA 15282-0001

              Attention:
                David B. Wirl

              Telephone
                No.: (412) 234-4175

              Facsimile
                No.: (412) 236-6112

              Email:
                Wirl.d@mellon.com

            
	
              Merrill
                Lynch Bank USA

            	
              Merrill
                Lynch Bank USA

              15
                W. South Temple St., STE 300

              Salt
                Lake City, UT 84101

              Attention:
                Derek Befus

              Telephone
                No.: (801) 526-6814

              Facsimile
                No.: (801) 531-7470

              Email:
                Derek_befus@ml.com

            	
              Merrill
                Lynch Bank USA

              15
                W. South Temple St., STE 300

              Salt
                Lake City, UT 84101

              Attention:
                Derek Befus

              Telephone
                No.: (801) 526-6814

              Facsimile
                No.: (801) 531-7470

              Email:
                Derek_befus@ml.com

            
	
              Morgan
                Stanley Bank

            	
              Morgan
                Stanley Bank

              One
                Pierrepont Plaza, 7th
                Floor

              300
                Cadman Plaza West

              Brooklyn,
                NY 11201

              Attention:
                Erma Dell’Aquila / Edward Henley

              Telephone
                No.: (718) 754-7286 / 7285

              Facsimile
                No.: (718) 754-7249 / 7250

              Email:
                Erma.Dell’Aquila@morganstanley.com / Edward.Henley@morganstanley.com

            	
              Morgan
                Stanley Bank

              One
                Pierrepont Plaza, 7th
                Floor

              300
                Cadman Plaza West

              Brooklyn,
                NY 11201

              Attention:
                Erma Dell’Aquila / Edward Henley

              Telephone
                No.: (718) 754-7286 / 7285

              Facsimile
                No.: (718) 754-7249 / 7250

              Email:
                Erma.Dell’Aquila@morganstanley.com / Edward.Henley@morganstanley.com

            
	
              The
                Royal Bank of Scotland plc

            	
              The
                Royal Bank of Scotland Plc

              101
                Park Avenue

              New
                York, NY 10178

              Attention:
                Eddie Dec 

              Telephone
                No.: (212) 401-3744

              Facsimile
                No.: (212) 401-3631

              Email:
                eddie.dec@rbos.com

            	
              The
                Royal Bank of Scotland Plc

              101
                Park Avenue

              New
                York, NY 10178

              Attention:
                Eddie Dec 

              Telephone
                No.: (212) 401-3744

              Facsimile
                No.: (212) 401-3631

              Email:
                eddie.dec@rbos.com

            


    

    


    Schedule
      I-3

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              SanPaolo
                IMI S.p.A.

            	
              SanPaolo
                IMI S.p.A.

              245
                Park Avenue, 35th
                Floor

              New
                York, NY 10167

              Attention:
                Robert Wurster

              Telephone
                No.: (212) 692-3160

              Facsimile
                No.: (212) 692-3178

              Email:
                robert.wurster@sanpaoloimi.com

            	
              SanPaolo
                IMI S.p.A.

              245
                Park Avenue, 35th
                Floor

              New
                York, NY 10167

              Attention:
                Robert Wurster

              Telephone
                No.: (212) 692-3160

              Facsimile
                No.: (212) 692-3178

              Email:
                robert.wurster@sanpaoloimi.com

            
	
              Standard
                Chartered Bank

            	
              Standard
                Chartered Bank

              One
                Madison Avenue

              New
                York, NY 10010

              Attention:
                Larry Fitzgerald

              Telephone
                No.: (212) 667-0107

              Facsimile
                No.: (212) 667-0568

              Email:
                larry.fitzgerald@

              us.standardchartered.com

            	
              Standard
                Chartered Bank

              One
                Madison Avenue

              New
                York, NY 10010

              Attention:
                Larry Fitzgerald

              Telephone
                No.: (212) 667-0107

              Facsimile
                No.: (212) 667-0568

              Email:
                larry.fitzgerald@

              us.standardchartered.com

            
	
              Sumitomo
                Mitsui Banking Corporation

            	
              Sumitomo
                Mitsui Banking Corporation

              277
                Park Avenue

              New
                York, NY 10172

              Attention:
                Mariko Stewart or Andrew Homola

              Telephone
                No.: (212) 224-4367 or (212) 224-4320

              Facsimile
                No.: (212) 224-5197

              Email:
                mariko_doi_stewart@

              smbcgroup.com;
                andrew_homola@

              smbcgroup.com

            	
              Sumitomo
                Mitsui Banking Corporation

              277
                Park Avenue

              New
                York, NY 10172

              Attention:
                Mariko Stewart or Andrew Homola

              Telephone
                No.: (212) 224-4367 or (212) 224-4320

              Facsimile
                No.: (212) 224-5197

              Email:
                mariko_doi_stewart@

              smbcgroup.com;
                andrew_homola@

              smbcgroup.com

            
	
              UBS
                Loan Finance LLC

            	
              UBS
                Loan Finance LLC

              677
                Washington Blvd., 6th
                Floor

              Stamford,
                CT 06901

              Attention:
                Deborah Porter or Barbara Ezell

              Telephone
                No.: (203) 719-0473 or (203) 719-6391

              Facsimile
                No.: (203) 719-3888 or (203) 719-3888

            	
              UBS
                Loan Finance LLC

              677
                Washington Blvd., 6th
                Floor

              Stamford,
                CT 06901

              Attention:
                Deborah Porter or Barbara Ezell

              Telephone
                No.: (203) 719-0473 or (203) 719-6391

              Facsimile
                No.: (203) 719-3888 or (203)
                719-3888

            


    

    


    Schedule
      I-4

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Wachovia
                Bank, National Association

            	
              Wachovia
                Securities

              171
                17th
                Street, N.W. GA4523

              100
                Building, 3rd
                Floor

              Atlanta,
                GA 30363

              Attention:
                Thomas Liu

              Telephone
                No: (404) 214-1423

              Facsimile
                No: (404) 214-3751

              Email:
                Tomas.liu@wachovia.com

            	
              Wachovia
                Securities

              171
                17th
                Street, N.W. GA4523

              100
                Building, 3rd
                Floor

              Atlanta,
                GA 30363

              Attention:
                Thomas Liu

              Telephone
                No: (404) 214-1423

              Facsimile
                No: (404) 214-3751

              Email:
                Tomas.liu@wachovia.com

            
	
              Wells
                Fargo Bank, N.A.

            	
              Wells
                Fargo Bank, N.A.

              333
                So. Grand Ave., 12th
                Floor

              MAC
                E2064-12B

              Los
                Angeles, CA 90071

              Attention:
                Paul Stimpfl

              Telephone
                No.: (213) 253-7305

              Facsimile
                No.: (213) 253-7302

              Email:
                stimpfpk@wellsfargo.com

            	
              Wells
                Fargo Bank, N.A.

              333
                So. Grand Ave., 12th
                Floor

              MAC
                E2064-12B

              Los
                Angeles, CA 90071

              Attention:
                Paul Stimpfl

              Telephone
                No.: (213) 253-7305

              Facsimile
                No.: (213) 253-7302

              Email:
                stimpfpk@wellsfargo.com

            
	
              William
                Street Commitment Corporation

            	
              William
                Street Commitment Corporation

              30
                Hudson Street, 17th
                Floor

              Jersey
                City, NJ 07302

              Attention:
                Philip Green / JC Isaza

              Telephone
                No.: (212) 357-7570 / (212) 902-8449

              Facsimile
                No.: (212) 357-4597

              Email:
                Philip.F.Green@gs.com
                /
                Juan-Carlos.Isaza@gs.com

            	
              William
                Street Commitment Corporation

              30
                Hudson Street, 17th
                Floor

              Jersey
                City, NJ 07302

              Attention:
                Philip Green / JC Isaza

              Telephone
                No.: (212) 357-7570 / (212) 902-8449

              Facsimile
                No.: (212) 357-4597

              Email:
                Philip.F.Green@gs.com
                /
                Juan-Carlos.Isaza@gs.com

            


    

    


    


     

    Schedule
      I-5



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


     

    SCHEDULE
      II

    


    LENDERS’
      COMMITMENTS

    


    
      	
              Lender

            	
              Commitment

            
	
              Citicorp
                USA, Inc.

            	
              $85,000,000

            
	
              Barclays
                Bank PLC

            	
              $75,000,000

            
	
              The
                Bank of Nova Scotia

            	
              $75,000,000

            
	
              The
                Royal Bank of Scotland plc

            	
              $75,000,000

            
	
              Wachovia
                Bank, National Association

            	
              $75,000,000

            
	
              Bank
                of America, N.A.

            	
              $55,000,000

            
	
              The
                Bank of New York

            	
              $55,000,000

            
	
              Mellon
                Bank, N.A.

            	
              $55,000,000

            
	
              Sumitomo
                Mitsui Banking Corporation

            	
              $55,000,000

            
	
              Wells
                Fargo Bank, N.A.

            	
              $55,000,000

            
	
              BNP
                Paribas

            	
              $35,000,000

            
	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              $35,000,000

            
	
              Danske
                Bank A/S

            	
              $35,000,000

            
	
              Lloyds
                TSB Bank plc

            	
              $35,000,000

            
	
              Merrill
                Lynch Bank USA

            	
              $35,000,000

            
	
              Morgan
                Stanley Bank

            	
              $35,000,000

            
	
              Standard
                Chartered Bank

            	
              $35,000,000

            
	
              UBS
                Loan Finance LLC

            	
              $35,000,000

            
	
              William
                Street Commitment Corporation

            	
              $35,000,000

            
	
              SANPAOLO
                IMI S.p.A.

            	
              $25,000,000

            
	
               

              Total
                Commitments:

            	
               

              $1,000,000,000

            


    

    


    Schedule
      II-1