Loan Agreement


     

    Exhibit
      10.3

     

     

    
      

      

    

    



    $200,000,000

     

    LOAN
      AGREEMENT

     

    Dated
      as of March 8, 2007

     

    among

     

    CITIZENS
      COMMUNICATIONS COMPANY

    (as
      Borrower)

     

    and

     

    THE
      LENDERS NAMED HEREIN

    (as
      Lenders)

     

    CITICORP
      NORTH AMERICA, INC.

    (as
      Administrative Agent)

    ________________________________________

    


    CITIGROUP
      GLOBAL MARKETS INC.,

    CREDIT
      SUISSE SECURITIES (USA) LLC

     

    and

     

    J.P.
      MORGAN SECURITIES INC.

     

    as
      Joint-Lead Arrangers and Joint Book-Running Managers

     

    


    


    
      

      

    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    TABLE
      OF
      CONTENTS

    

      
        	 	
                Page

              
	
                ARTICLE
                  I DEFINITIONS

                 

              	
                1

                 

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms

              	
                1

              
	
                SECTION
                  1.02.

              	
                Terms
                  Generally

              	
                13

              
	
                SECTION
                  1.03.

                 

              	
                Times
                  of Day

                 

              	
                13

                 

              
	
                ARTICLE
                  II THE CREDITS

                 

              	
                14

                 

              
	
                SECTION
                  2.01.

              	
                Commitments

              	
                14

              
	
                SECTION
                  2.02.

              	
                Loans

              	
                14

              
	
                SECTION
                  2.03.

              	
                [Reserved]

              	
                15

              
	
                SECTION
                  2.04.

              	
                Borrowing
                  Procedure

              	
                15

              
	
                SECTION
                  2.05.

              	
                Conversions

              	
                15

              
	
                SECTION
                  2.06.

              	
                Fees

              	
                15

              
	
                SECTION
                  2.07.

              	
                Repayment
                  of Loans

              	
                16

              
	
                SECTION
                  2.08.

              	
                Interest
                  on Loans

              	
                16

              
	
                SECTION
                  2.09.

              	
                Default
                  Interest

              	
                17

              
	
                SECTION
                  2.10.

              	
                Alternate
                  Rate of Interest

              	
                17

              
	
                SECTION
                  2.11.

              	
                Reductions
                  in Commitment

              	
                17

              
	
                SECTION
                  2.12.

              	
                Prepayment

              	
                17

              
	
                SECTION
                  2.13.

              	
                Reserve
                  Requirements; Change in Circumstances

              	
                18

              
	
                SECTION
                  2.14.

              	
                Change
                  in Legality

              	
                19

              
	
                SECTION
                  2.15.

              	
                Indemnity

              	
                20

              
	
                SECTION
                  2.16.

              	
                Pro
                  Rata Treatment

              	
                20

              
	
                SECTION
                  2.17.

              	
                Sharing
                  of Setoffs

              	
                20

              
	
                SECTION
                  2.18.

              	
                Payments;
                  Administrative Agent’s Clawback

              	
                21

              
	
                SECTION
                  2.19.

                 

              	
                Taxes

                 

              	
                22

                 

              
	
                ARTICLE
                  III REPRESENTATIONS AND
                  WARRANTIES

                 

              	
                24

                 

              
	
                SECTION
                  3.01.

              	
                Organization;
                  Powers; Governmental Approvals

              	
                24

              
	
                SECTION
                  3.02.

              	
                Financial
                  Statements

              	
                25

              
	
                SECTION
                  3.03.

              	
                [Reserved]

              	
                25

              
	
                SECTION
                  3.04.

              	
                Title
                  to Properties; Possession Under Leases

              	
                25

              
	
                SECTION
                  3.05.

              	
                Ownership
                  of Subsidiaries

              	
                25

              
	
                SECTION
                  3.06.

              	
                Litigation;
                  Compliance with Laws

              	
                25

              
	
                SECTION
                  3.07.

              	
                Agreements

              	
                26

              
	
                SECTION
                  3.08.

              	
                Federal
                  Reserve Regulations

              	
                26

              
	
                SECTION
                  3.09.

              	
                Investment
                  Company Act; Public Utility Holding Company Act

              	
                26

              
	
                SECTION
                  3.10.

              	
                Use
                  of Proceeds

              	
                27

              
	
                SECTION
                  3.11.

              	
                Tax
                  Returns

              	
                27

              
	
                SECTION
                  3.12.

              	
                No
                  Material Misstatements

              	
                27

              
	
                SECTION
                  3.13.

              	
                Employee
                  Benefit Plans

              	
                27

              
	
                SECTION
                  3.14.

              	
                Insurance

              	
                27

              
	
                SECTION
                  3.15.

                 

              	
                Senior
                  Debt

                 

              	
                28

                 

              
	
                ARTICLE
                  IV CONDITIONS OF LENDING

                 

              	
                28

                 

              
	
                SECTION
                  4.01.

              	
                Each
                  Borrowing

              	
                28

              
	
                SECTION
                  4.02.

                 

              	
                Term
                  Loan

                 

              	
                28

                 

              


      

       

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

       

      
        	
                 

              	
                Page

              
	
                ARTICLE
                  V AFFIRMATIVE COVENANTS

                 

              	
                30

                 

              
	
                SECTION
                  5.01.

              	
                Existence;
                  Businesses and Properties

              	
                30

              
	
                SECTION
                  5.02.

              	
                Financial
                  Statements, Reports, etc

              	
                30

              
	
                SECTION
                  5.03.

              	
                Litigation
                  and Other Notices

              	
                32

              
	
                SECTION
                  5.04.

              	
                Maintaining
                  Records

              	
                32

              
	
                SECTION
                  5.05.

                 

              	
                Use
                  of Proceeds

                 

              	
                32

                 

              
	
                ARTICLE
                  VI NEGATIVE COVENANTS

                 

              	
                33

                 

              
	
                SECTION
                  6.01.

              	
                Liens;
                  Restrictions on Sales of Receivables

              	
                33

              
	
                SECTION
                  6.02.

              	
                Ownership
                  of the Principal Subsidiaries

              	
                33

              
	
                SECTION
                  6.03.

              	
                [Reserved]

              	
                34

              
	
                SECTION
                  6.04.

              	
                Mergers

              	
                34

              
	
                SECTION
                  6.05.

              	
                Restrictions
                  on Dividends

              	
                34

              
	
                SECTION
                  6.06.

              	
                Transactions
                  with Affiliates

              	
                34

              
	
                SECTION
                  6.07.

              	
                Financial
                  Ratio

              	
                35

              
	
                SECTION
                  6.08.

                 

              	
                Guarantees

                 

              	
                35

                 

              
	
                ARTICLE
                  VII EVENTS OF DEFAULT

                 

              	
                35

                 

              
	
                SECTION
                  7.01.

              	
                Events
                  of Default

              	
                35

              
	
                SECTION
                  7.02.

                 

              	
                Application
                  of Funds

                 

              	
                37

                 

              
	
                ARTICLE
                  VIII THE ADMINISTRATIVE
                  AGENT

                 

              	
                37

                 

              
	
                ARTICLE
                  IX MISCELLANEOUS

                 

              	
                40

                 

              
	
                SECTION
                  9.01.

              	
                Notices

              	
                40

              
	
                SECTION
                  9.02.

              	
                Survival
                  of Agreement

              	
                41

              
	
                SECTION
                  9.03.

              	
                Binding
                  Effect

              	
                42

              
	
                SECTION
                  9.04.

              	
                Successors
                  and Assigns

              	
                42

              
	
                SECTION
                  9.05.

              	
                Expenses;
                  Indemnity

              	
                44

              
	
                SECTION
                  9.06.

              	
                Right
                  of Setoff

              	
                45

              
	
                SECTION
                  9.07.

              	
                Applicable
                  Law

              	
                45

              
	
                SECTION
                  9.08.

              	
                Waivers;
                  Amendment

              	
                45

              
	
                SECTION
                  9.09.

              	
                Interest
                  Rate Limitation

              	
                46

              
	
                SECTION
                  9.10.

              	
                Entire
                  Agreement

              	
                46

              
	
                SECTION
                  9.11.

              	
                Waiver
                  of Jury Trial

              	
                46

              
	
                SECTION
                  9.12.

              	
                Severability

              	
                47

              
	
                SECTION
                  9.13.

              	
                Counterparts

              	
                47

              
	
                SECTION
                  9.14.

              	
                Headings

              	
                47

              
	
                SECTION
                  9.15.

              	
                Jurisdiction;
                  Consent to Service of Process

              	
                47

              
	
                SECTION
                  9.16.

              	
                USA
                  PATRIOT Act Notice

              	
                48

              
	
                SECTION
                  9.17.

              	
                Payments
                  Set Aside

              	
                48

              
	
                SECTION
                  9.18.

              	
                Treatment
                  of Certain Information; Confidentiality

              	
                48

              


      

      


    

    
    

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

     

    Exhibit
      A Form
      of
      Borrowing Request

    Exhibit
      B Form
      of
      Conversion Request

    Exhibit
      C Form
      of
      Assignment and Assumption

    Exhibit
      D Form
      of
      Note

    


    Schedule
      2.01 Lenders’
      Commitment

    Schedule
      3.13 List
      of
      Plans

    Schedule
      6.08 Guarantees

    Schedule
      9.01 Administrative
      Agent’s Office; Certain Addresses for Notices

    


     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    

      LOAN
        AGREEMENT,
        dated
        as of March 8, 2007, among CITIZENS COMMUNICATIONS COMPANY, a Delaware
        Corporation (the “Borrower”),
        the
        Lenders listed in Schedule
        2.01
        (together with any assignees pursuant to Section
        9.04,
        the
“Lenders”)
        and
        CITICORP NORTH AMERICA, INC. (“Citicorp”),
        as
        Administrative Agent for the Lenders (in such capacity, the “Administrative
        Agent”).

    

     

    The
      Borrower has requested the Lenders to extend credit in the form of a Term Loan
      (such term and each other capitalized term used but not defined in this
      introductory statement having the meaning given it in Article
      I)
      available in a single drawing on the Effective Date in an aggregate principal
      amount not in excess of $200,000,000.

     

    The
      Lenders are willing to extend such credit to the Borrower on the terms and
      subject to the conditions set forth herein. Accordingly, the parties hereto
      agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01.    Defined
      Terms.

     

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

     

    “ABR
      Borrowing”
shall
      mean a Borrowing comprised of ABR Loans.

     

    “ABR
      Loan”
shall
      mean any Loan bearing interest at a rate determined by reference to the
      Alternate Base Rate in accordance with the provisions of Article
      II.

     

    “Acquisition”
means
      the acquisition by the Borrower of all of the capital stock of Commonwealth
      Telephone Enterprises, Inc. pursuant to the Acquisition Agreement.

     

    “Acquisition
      Agreement”
means
      that certain Agreement and Plan of Merger, dated as of September 17, 2006,
      among
      the Borrower, Commonwealth Telephone Enterprises, Inc. and CF Merger Corp.,
      a
      newly formed wholly-owned subsidiary of the Borrower.

     

    “Acquisition
      Material Adverse Effect”
shall
      mean a materially adverse effect on the business, assets, liabilities,
      operations or financial condition of the Borrower, the Borrower’s Subsidiaries
      and the Target, taken as a whole, since December 31, 2005, excluding any such
      effect arising in connection with (i) the Acquisition Agreement, the
      transactions contemplated thereby or the announcement or consummation thereof
      or
      the taking of any actions
      required by the Acquisition Agreement, (ii) changes or conditions generally
      affecting the industries in which the Borrower, its Subsidiaries or the Target
      operate, to the extent such
      changes
      or conditions do not disproportionately impact the Borrower, its Subsidiaries
      and the Target, taken as a whole, (iii) general economic or financial markets
      conditions, (iv) any change in GAAP in the United States, (v) changes in any
      Federal, state or local law (statutory, common or otherwise), constitution,
      treaty, conversion, ordinance, code, rule, regulation, order, injunction,
      decree, ruling or other similar requirement enacted, adopted, promulgated or
      applied by any Governmental Authority, including any political subdivision
      thereof, that is binding upon or applicable to the Borrower, its Subsidiaries
      or
      the Target, the properties or assets of any of the forgoing or the business
      or
      operations of any of the foregoing, to the extent such changes do not
      disproportionately impact the Borrower, its Subsidiaries and the Target, taken
      as a whole, (vi) any failure by the Borrower, its Subsidiaries or the Target
      to
      meet analysts’ revenue or earning projections and (vii) any decline in the price
      of any publicly traded securities of the Borrower or the Target (it being
      understood, in the case of clauses
      (vi)
      and
(vii),
      that
      the facts or occurrences giving rise or contributing to any such failure or
      decline may be deemed to constitute, or be taken into account in determining
      whether there has been, or would reasonably be expected to be, an Acquisition
      Material Adverse Effect).

     

     

    
      
         

      

      
        
        

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Administrative
      Agent’s Office”
means
      the Administrative Agent’s address and, as appropriate, account as set forth on
Schedule
      9.01,
      or such
      other address or account as the Administrative Agent may from time to time
      notify to the Borrowers and the Lenders.

     

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

     

    “Affiliate”
shall
      mean, when used with respect to a specified Person, another Person that
      directly, or indirectly through one or more intermediaries, Controls or is
      Controlled by or is under common Control with the Person specified.

     

    “Agreement”
means
      this Loan Agreement.

     

    “Alternate
      Base Rate”
shall
      mean, for any day a rate per annum equal to the higher of (a) the Federal Funds
      Effective Rate plus 1/2 of 1% and (b) Citibank’s publicly announced “base rate”
in effect on such day.

     

    “Applicable
      Rate”
means
      (a) during the period commencing on the Effective Date and ending on the date
      falling 6 months after the Effective Date, with respect to (i) Loans maintained
      as ABR Loans, a rate equal to 0.00% per annum and (ii) Loans maintained as
      Eurodollar Loans, a rate equal to 1.00% per annum and (b) thereafter, as of
      any
      date of determination, a per annum rate equal to the rate set forth below
      opposite the applicable type of Loan and the then applicable Leverage Ratio
      (determined on the last day of the most recent fiscal quarter for which
      financial statements have been delivered pursuant to Section
      5.02) set
      forth
      below:

     

    
      	
              Pricing
                Level

            	
              Leverage
                Ratio

            	
              Applicable
                Rate

              for
                ABR Loans

            	
              Applicable
                Rate

              for
                Eurodollar

              Loans

            
	
              1

            	
              <
                3.0:1

            	
              0.00%

            	
              1.00%

            
	
              2

            	
              >3.0:1
                <
                3.5:1

            	
              0.25%

            	
              1.25%

            
	
              3

            	
              >3.5:1
                <
                4.0:1

            	
              0.50%

            	
              1.50%

            
	
              4

            	
              >
                4.0:1

            	
              0.75%

            	
              1.75%

            


    

    


    Changes
      in the Applicable Rate resulting from a change in the Leverage Ratio on the
      last
      day of any subsequent fiscal quarter shall become effective as to all Loans
      upon
      delivery by the Borrower to the Administrative Agent of new financial statements
      pursuant to Section
      5.02.
      Notwithstanding anything to the contrary set forth in this Agreement (including
      the then effective Leverage Ratio), if the Borrower shall fail to deliver such
      financial statements within any of the time periods specified in Section
      5.02,
      the
      Applicable Rate from and including the first Business Day after the date on
      which such financial statements were required to be delivered, to but not
      including the date the Borrower delivers to the Administrative Agent such
      financial statements, shall equal the Applicable Rate provided for in Pricing
      Level 4.

     

     

    
      
         

      

      
        2

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Approved
      Electronic Communications”
means
      each notice, demand, communication, information, document and other material
      that the Borrower is obligated to, or otherwise chooses to, provide to the
      Administrative Agent pursuant to any Loan Document or the transactions
      contemplated therein, including (a) any supplement to the Guaranty Agreement
      and
      any other written contractual obligation delivered or required to be delivered
      in respect of any Loan Document or the transactions contemplated therein and
      (b)
      any financial statement, financial and other report, notice, request,
      certificate and other information material; provided,
      however, that,
      “Approved
      Electronic Communication” shall
      exclude (i) any notice of borrowing or Borrowing Request, notice of Conversion
      and any other notice, demand, communication, information, document and other
      material relating to a request for a new, or a conversion of an existing,
      Borrowing, (ii) any notice pursuant to Section
      2.12 and
      any
      other notice relating to the payment of any principal or other amount due under
      any Loan Document prior to the scheduled date therefor, (iii) all notices of
      any
      Default or Event of Default and (iv) any notice, demand, communication,
      information, document and other material required to be delivered to satisfy
      any
      of the conditions set forth in Article
      IV or
      any
      other condition to any Borrowing or other extension of credit hereunder or
      any
      condition precedent to the effectiveness of this Agreement.

     

    “Approved
      Electronic Platform”
has
      the
      meaning specified in
      Section 9.01(b).

     

    “Arrangers”
shall
      mean Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and
      J.P.
      Morgan Securities Inc.

     

    “Asset
      Exchange”
shall
      mean the exchange or other transfer of telecommunications assets between or
      among the Borrower and another Person or other Persons in connection with which
      the Borrower would transfer telecommunications assets and/or other property
      in
      consideration of the receipt of telecommunications assets and/or other property
      having a fair market value substantially equivalent to those transferred by
      the
      Borrower (as determined in good faith by the Borrower’s Board of Directors);
provided
      that the
      principal value of the assets being transferred to the Borrower shall be
      represented by telecommunications assets.

     

    “Asset
      Sale” means
      the
      sale, conveyance, transfer, lease or disposition of, any of the Borrower’s or
      its Subsidiaries’ respective assets or any interest therein (including the sale
      or factoring of any accounts) to any Person (other than to the Borrower or
      a
      Subsidiary that is not a special purpose entity formed in connection with a
      Securitization Transaction), other than any assets or interests therein disposed
      of in the ordinary course of business.

     

    “Assignment
      and Assumption”
shall
      mean an assignment and assumption entered into by a Lender and an assignee,
      and
      accepted by the Administrative Agent, in substantially the form of Exhibit C
      or
      any
      other form approved by the Administrative Agent.

     

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

     

    “Borrowing”
shall
      mean a group of Loans of a single Type made by the Lenders or Converted on
      a
      single date and as to which a single Interest Period is in effect. All Loans
      of
      the same Type, having the same Interest Period and made or Converted on the
      same
      day shall be deemed a single Borrowing hereunder until repaid or next
      Converted.

     

    “Borrowing
      Request”
shall
      mean a request made pursuant to Section 2.04
      in the
      form of Exhibit A.

     

    “Business
      Day”
shall
      mean any day (other than a day which is a Saturday, Sunday or legal holiday
      in
      the State of New York) on which banks are open for business in New York City;
      provided,
      however,
      that,
      when used in connection with a Eurodollar Loan, the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      in the London interbank market.

     

     

    
      
         

      

      
        3

        
          

        

      

      
        Table
          of Contents

      

    

     

     

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

     

    A
      “Change
      in Control”
shall
      be deemed to have occurred if (a) any Person or group (within the meaning of
      Rule 13d-5 of the Securities and Exchange Commission as in effect on the date
      hereof) shall own directly or indirectly, beneficially or of record, shares
      representing 50% or more of the aggregate ordinary voting power represented
      by
      the issued and outstanding capital stock of the Borrower; or (b) a majority
      of
      the seats (other than vacant seats) on the board of directors of the Borrower
      shall at any time have been occupied by Persons who were neither (i) nominated
      by the management of the Borrower, nor (ii) appointed by directors so nominated;
      or (c) any Person or group shall otherwise directly or indirectly Control the
      Borrower.

     

    “Citibank”
means
      Citibank, N.A., a national banking association.

     

    “Citicorp”
has
      the
      meaning specified in the preamble to this Agreement.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as the same may be amended from time
      to
      time.

     

    “Commitment”
means,
      as to each Lender, its obligation to make the Term Loan to the Borrower pursuant
      to the Agreement in an aggregate principal amount not to exceed the amount
      set
      forth opposite such Lender’s name on Schedule
      2.01 or
      in the
      Assignment and Assumption pursuant to which such Lender becomes a party hereto,
      as applicable, as such amount may be reduced from time to time in accordance
      with this Agreement.

     

    “Consolidated
      EBITDA”
shall
      mean, with respect to the Borrower and its Subsidiaries for any period:
      Consolidated Net Income for such period plus
      (a)
      without duplication and to the extent deducted in determining such Consolidated
      Net Income, the sum of (i) consolidated interest expense for such period, (ii)
      consolidated income tax expense for such period, (iii) all amounts attributable
      to depreciation and amortization for such period, (iv) dividends on preferred
      stock, (v) losses attributable to minority interests, (vi) investment losses,
      (vii) any nonrecurring charges for such period relating to severance costs,
      restructuring costs or acquisition assimilation expenses, (viii) any
      extraordinary charges or non-cash charges for such period (provided
      that
      any cash
      payment made with respect to any such non-cash charge shall be subtracted in
      computing Consolidated EBITDA during the period in which such cash payment
      is
      made) and (ix) net losses in connection with the early retirement of debt and
      minus
      (b)
      without duplication and to the extent included in determining such Consolidated
      Net Income, (i) income or gains attributable to minority interests, (ii)
      investment income and (iii) any extraordinary gains or non-cash gains for such
      period, all determined on a consolidated basis in accordance with GAAP. For
      purposes of calculating Consolidated EBITDA for any period of four consecutive
      fiscal quarters (each, a “Reference
      Period”)
      in
      connection with any determination of the Leverage Ratio, if after the first
      day
      of such Reference Period and on or prior to any date on which the Leverage
      Ratio
      is to be determined the Borrower or a consolidated Subsidiary shall have
      effected a Material Transaction, Consolidated EBITDA for such Reference Period
      shall be calculated after giving pro forma effect thereto (without giving effect
      to cost savings not actually realized), as determined reasonably and in good
      faith by a Financial Officer, as if such Material Transaction occurred on the
      first day of such Reference Period; provided,
      that,
      such pro forma calculations shall only include such adjustments as are permitted
      under Regulation S-X of the Securities and Exchange Commission. As used in
      this
      definition, “Material
      Transaction”
means
      any acquisition (including the Acquisition) or disposition outside the ordinary
      course of business of any property or assets that (x) constitute assets
      comprising all or substantially all of an operating unit of a business or equity
      interests of a Person representing a majority of the ordinary voting power
      or
      economic interests in such Person that are represented by all its outstanding
      capital stock and (y) involves aggregate consideration in excess of
      $50,000,000.

     

     

    
      
         

      

      
        4

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    “Consolidated
      Net Income”
shall
      mean, for any period, the net income or loss of the Borrower and its
      consolidated Subsidiaries for such period determined on a consolidated basis
      in
      accordance with GAAP;
      provided that
      there shall be excluded (a) the income of any Person (other than the Borrower)
      in which any other Person (other than the Borrower or any consolidated
      Subsidiary of the Borrower or any director holding qualifying shares in
      compliance with applicable law) owns an equity interest, except to the extent
      of
      the amount of dividends or other distributions actually paid to the Borrower
      or
      any of its consolidated Subsidiaries during such period, and (b) (except as
      otherwise specified in the definition of Consolidated EBITDA in connection
      with
      Material Transactions), the income or loss of any Person accrued prior to the
      date it becomes a Subsidiary of the Borrower or is merged into or consolidated
      with the Borrower or any Subsidiary of the Borrower or the date that such
      Person’s assets are acquired by the Borrower or any Subsidiary of the
      Borrower.

     

    “Consolidated
      Net Worth”
shall
      mean, as at any date of determination, the consolidated stockholders’ equity of
      the Borrower and its consolidated Subsidiaries, including redeemable preferred
      securities where the redemption date occurs after the Maturity Date, mandatorily
      redeemable convertible preferred securities, mandatorily convertible
      Indebtedness (or Indebtedness subject to mandatory forward purchase contracts
      for equity or similar securities) and minority equity interests in other
      persons, as determined on a consolidated basis in conformity with GAAP
      consistently applied.

     

    “Consolidated
      Tangible Assets”
of
      any
      Person shall mean total assets of such Person and its consolidated Subsidiaries,
      determined on a consolidated basis, less goodwill, patents, trademarks and
      other
      assets classified as intangible assets in accordance with GAAP.

     

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

     

    “Conversion”,
      “Convert”
or
      “Converted”
shall
      mean the conversion of any Loan of one Type into a Loan of another Type, or
      the
      selection of a new, or the renewal of the same, Interest Period for any such
      Loan, as the case may be, pursuant to Section 2.05.

     

    “Conversion
      Request”
shall
      mean a request made pursuant to Section 2.05
      in the
      form of Exhibit
      B.

     

    “Debt
      Issuance”
      means
      the issuance of debt securities (whether in a public offering or private
      placement) of the type specified in clause
      (b) of
      the
      definition of “Indebtedness” by
      the
      Borrower, including any Notes Offering.

     

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

     

     

    
      
         

      

      
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    “Default”
shall
      mean any event or condition which upon notice, lapse of time, or both would
      constitute an Event of Default.

     

    “Defaulting
      Lender”
shall
      mean any Lender that (a) has failed to fund any portion of the Loans required
      to
      be funded by it hereunder within one Business Day of the date required to be
      funded by it hereunder, (b) has otherwise failed to pay over to the
      Administrative Agent or any other Lender any other amount required to be paid
      by
      it hereunder within one Business Day of the date when due, unless the subject
      of
      a good faith dispute, or (c) has been deemed insolvent or become the subject
      of
      a bankruptcy or insolvency proceeding.

     

    “Dollars”
or
      “$”
shall
      mean lawful money of the United States of America.

     

    “Effective
      Date”
shall
      mean the date on which the conditions specified in Section 4.02
      are
      satisfied (or waived in accordance with Section 9.08)
      and the
      Initial Loans are made hereunder.

     

    “Eligible
      Assignee”
shall
      mean (i) a Lender; (ii) an Affiliate of a Lender; and (iii) any other Person
      (other than a natural person) approved by (a) the Administrative Agent, and
      (b)
      unless an Event of Default has occurred and is continuing, the Borrower (each
      such approval not to be unreasonably withheld or delayed); provided
      that
      notwithstanding the foregoing, “Eligible Assignee” shall not include the
      Borrower or any of the Borrower’s Affiliates or Subsidiaries.

     

    “Environmental
      Laws”
shall
      mean all national, federal, state, provincial, municipal or local laws,
      statutes, ordinances, orders, judgments, decrees, injunctions, writs, policies
      and guidelines (having the force of law), directives, approvals, notices, rules
      and regulations and other applicable laws relating to environmental or
      occupational health and safety matters, including those relating to the Release
      or threatened Release of Specified Substances and to the generation, use,
      storage or transportation of Specified Substances, each as in effect as of
      the
      date of determination.

     

    “Equity
      Interests”
      means,
      with respect to any Person, all of the shares, interests, rights, participations
      or other equivalents (however designated) of stock of (or other ownership or
      profit interests or units in) such Person and all warrants, options or other
      rights for the purchase, acquisition or exchange from such Person of any of
      the
      foregoing (including through convertible securities).

     

    “Equity
      Issuance”
      means
      the issue or sale of any Equity Interests of the Borrower or any Subsidiary
      of
      the Borrower, pursuant to a public offering. An Equity Issuance shall exclude
      the issuance of Equity Interests to management of the Borrower, its directors,
      officers and employees in connection with any stock option plan, stock purchase
      plan, employee benefit or similar compensation plan.

     

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

     

    “ERISA
      Affiliate”
shall
      mean each trade or business (whether or not incorporated) which together with
      the Borrower or a Subsidiary of the Borrower would be deemed to be a “single
      employer” within the meaning of Section 4001(b)(1) of ERISA.

     

    “ERISA
      Termination Event”
shall
      mean (i) a “Reportable Event” described in Section 4043 of ERISA (other than a
“Reportable Event” not subject to the provision for 30-day notice to the PBGC
      under such regulations), or (ii) the withdrawal of the Borrower or any of its
      ERISA Affiliates from a Plan during a plan year in which it was a “substantial
      employer” as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a
      notice of intent to terminate a Plan or the treatment of a Plan amendment as
      a
      termination under Section 4041 of ERISA, or (iv) the institution of proceeding
      to terminate a Plan by the PBGC , (v) any other event or condition which might
      constitute grounds under Section 4042 of ERISA for the termination of, or the
      appointment of a trustee to administer, any Plan, or (vi) upon the effectiveness
      of Title I of the Pension Protection Act, an “accumulated funding deficiency”
(within the meaning of Section 412 of the Code or Section 302 of ERISA) or
      “funding shortfall” (within the meaning of Section 430 of the Code) exists with
      respect to any Plan.

     

     

    
      
         

      

      
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    “Eurodollar
      Borrowing”
shall
      mean a Borrowing comprised of Eurodollar Loans.

     

    “Eurodollar
      Loan”
shall
      mean any Loan bearing interest at a rate determined by reference to the LIBO
      Rate in accordance with the provisions of Article
      II.

     

    “Event
      of Default”
shall
      have the meaning assigned to such term in Article
      VII.

     

    “Existing
      Facility”
shall
      mean the Competitive Advance and Revolving Credit Facility Agreement dated
      as of
      October 29, 2004 among the Borrower, the lenders party thereto and Bank of
      America, N.A., as administrative agent.

     

    “Existing
      Target Debt”
shall
      mean any Indebtedness of the Target outstanding on the Effective
      Date.

     

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

     

    “Fee
      Letter”
means
      the letter agreement, dated November 3, 2006, among the Borrower, Citigroup
      Global Markets Inc., Credit Suisse, Credit Suisse Securities (USA) LLC, J.P.
      Morgan Securities Inc., and JPMorgan Chase Bank, N.A.

     

    “Fees”
shall
      mean any fees payable by the Borrower pursuant to the Fee Letter.

     

    “Financial
      Officer”
of
      any
      corporation shall mean the President, Chief Financial Officer, Chief Executive
      Officer, Vice President - Finance, Executive Vice President, Chief Accounting
      Officer or Treasurer of such corporation. Any document delivered hereunder
      that
      is signed by a Financial Officer shall be conclusively presumed to have been
      authorized by all necessary corporate action on the part of the Borrower and
      such Financial Officer shall be conclusively presumed to have acted on behalf
      of
      the Borrower.

     

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

     

     

    
      
         

      

      
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    “GAAP”
shall
      mean generally accepted accounting principles in the United States, applied
      on a
      consistent basis.

     

    “Governmental
      Approval”
shall
      mean any authorization, consent, order, approval, license, franchise, lease,
      ruling, tariff, rate, permit, certificate, exemption of, or filing or
      registration with, any Governmental Authority.

     

    “Governmental
      Authority”
shall
      mean any Federal, state, local or foreign court or governmental agency,
      authority, instrumentality or regulatory body.

     

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

     

    “Guaranty
      Agreement”
means,
      collectively, each Guarantee executed and delivered pursuant to Section 6.08.

     

    “Indebtedness”
of
      any
      Person shall mean, without duplication, (a) all obligations of such Person
      for
      borrowed money or with respect to deposits or advances of any kind (other than
      customer deposits made in the ordinary course of business), (b) all obligations
      of such Person evidenced by bonds, debentures, notes or similar instruments,
      (c)
      all obligations of such Person upon which interest charges are customarily
      paid,
      (d) all obligations of such Person under conditional sale or other title
      retention agreements relating to property or assets purchased by such Person,
      (e) all obligations of such Person issued or assumed as the deferred purchase
      price of property or services, (f) all Indebtedness of others secured by (or
      for
      which the holder of such Indebtedness has an existing right, contingent or
      otherwise, to be secured by) any Lien on property owned or acquired by such
      Person, whether or not the obligations secured thereby have been assumed, (g)
      all Capital Lease Obligations of such Person, (h) all obligations of such Person
      in respect of Swap Contracts (except to the extent such obligations are used
      as
      a bona fide hedge of other Indebtedness of such Person), (i) all obligations
      of
      such Person as an account party in respect of letters of credit and bankers’
acceptances (except to the extent any such obligations are incurred in support
      of other obligations constituting Indebtedness of such Person and other than,
      to
      the extent reimbursed if drawn, letters of credit in support of ordinary course
      performance obligations) and (j) all Guarantees of such Person in respect
      of any of the foregoing; provided,
      however,
      that
      the term Indebtedness shall not include endorsements for collection or deposit,
      in either case in the ordinary course of business.

     

    “Interest
      Payment Date”
shall
      mean, with respect to any Loan, the last day of the Interest Period applicable
      thereto and, in the case of a Eurodollar Loan with an Interest Period of more
      than three months’ duration, each day that would have been an Interest Payment
      Date for such Loan had successive Interest Periods of three months’ duration
      been applicable to such Loan and, in addition, the date of any Conversion of
      such Loan to a Loan of a different Type.

     

     

    
      
         

      

      
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    “Interest
      Period”
shall
      mean (a) as to any Eurodollar Borrowing, the period commencing on the date
      of
      such Borrowing or, with respect to any Conversion, on the last day of the
      immediately preceding Interest Period applicable to such Borrowing, as the
      case
      may be, and ending on the numerically corresponding day (or, if there is no
      numerically corresponding day, on the last day) in the calendar month that
      is 1,
      2 or 3 months thereafter (or such longer period as may be agreed to by all
      of
      the Lenders), as the Borrower may elect, and (b) as to any ABR Borrowing, the
      period commencing on the date of such Borrowing and ending on the date 90 days
      thereafter or, if earlier, on the Maturity Date or the date of prepayment of
      such Borrowing; provided,
      however,
      that if
      any Interest Period would end on a day other than a Business Day, such Interest
      Period shall be extended to the next succeeding Business Day unless, in the
      case
      of Eurodollar Loans only, such next succeeding Business Day would fall in the
      next calendar month, in which case such Interest Period shall end on the next
      preceding Business Day. Interest shall accrue from and including the first
      day
      of an Interest Period to but excluding the last day of such Interest
      Period.

     

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

     

    “Lenders”
shall
      mean the meaning specified in the introductory paragraph hereto.

     

    “Leverage
      Ratio”
shall
      mean, with respect to any fiscal quarter, as of the last day of such fiscal
      quarter, the ratio of (a) Total Indebtedness as of such last day to (b)
      Consolidated EBITDA, for the four consecutive fiscal quarter period ending
      on
      such day.

     

    “LIBO
      Rate”
means,
      with respect to any Interest Period for any Eurodollar Loan, the rate offered
      for deposits in Dollars for the applicable Interest Period appearing on the
      Dow
      Jones Markets Telerate Page 3750 as of 11:00 a.m., London time, on the second
      full Business Day next preceding the first day of each Interest Period. In
      the
      event that such rate does not appear on the Dow Jones Markets Telerate Page
      3750
      (or otherwise on the Dow Jones Markets screen), the Eurodollar Rate for the
      purposes of this definition shall be determined by reference to such other
      comparable publicly available service for displaying Eurodollar Rates as may
      be
      selected by the Administrative Agent.

     

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

     

    “Loan”
shall
      mean the Term Loan, whether made as a Eurodollar Loan or an ABR Loan, as
      permitted hereby.

     

    “Loan
      Documents”
means
      this Agreement, the Note, the Fee Letter and any Guaranty
      Agreement.

     

     

    
      
         

      

      
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    “Margin
      Regulations”
shall
      mean Regulations T, U and X of the Board.

     

    “Material
      Adverse Effect”
shall
      mean a materially adverse effect on the business, assets, operations, financial
      condition or results of operations of the Borrower and the Subsidiaries taken
      as
      a whole.

     

    “Material
      Transaction”
shall
      have the meaning assigned to such term in the definition of Consolidated
      EBITDA.

     

    “Maturity
      Date”
shall
      mean March 6, 2008.

     

    “Net
      Cash Proceeds”
      means
      proceeds received by the Borrower or any of its Subsidiaries after the Effective
      Date in cash or cash equivalents (a) to the extent the cumulative amount of
      such
      proceeds from all Asset Sales following the Effective Date exceeds $350 million
      in the aggregate, the amount of such proceeds arising from any Asset Sale,
      other
      than an Asset Exchange, net
      of
      (i) selling expenses related to such sale (including without limitation, fees
      incurred for legal, accounting, underwriting, brokerage and other costs of
      sale), assignment or other disposition, (ii) taxes paid or reasonably estimated
      to be payable as a result thereof, (iii) amounts provided as a reserve, in
      accordance with GAAP, against any liabilities under any indemnification
      obligations or purchase price adjustment associated with such Asset Sale
      (provided that, to the extent and at the time any such amounts are released
      from
      such reserve, such amounts shall constitute Net Cash Proceeds), and (iv) any
      amount, including principal, interest and penalties, required to be paid or
      prepaid with respect to Indebtedness (other than the Obligations) secured by
      the
      assets sold in such Asset Sale, and from
      any
      (b)(i) Equity Issuance or (ii) any Debt Issuance,
      in
      each
      case net of documented reasonable brokers’ and advisors’ expenses and fees
      (including legal, accounting, underwriting, brokerage and related fees) and
      other costs incurred in connection with such transaction.

     

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

     

    “Notes
      Offering”
means
      the issuance after the Effective Date by the Borrower in a public offering,
      a
      Rule 144A or other private placement or a Regulation S offering of senior
      unsecured notes.

     

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

     

    “Outstanding
      Amount”
means
      with respect to Loans on any date, the aggregate outstanding principal amount
      thereof after giving effect to any borrowings and prepayments or repayments
      of
      such Loans occurring on such date.

     

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

     

    “Patriot
      Act” has
      the
      meaning assigned to such term in Section
      9.16
      hereof.

     

    “PBGC”
shall
      mean the Pension Benefit Guaranty Corporation referred to and defined in
      ERISA.

     

     

    
      
         

      

      
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    “Pension
      Protection Act”
shall
      mean the Pension Protection Act of 2006, as amended.

    


    “Person”
shall
      mean any natural person, corporation, business trust, joint venture,
      association, company, limited liability company, partnership, or government,
      or
      any agency or political subdivision thereof.

     

    “Plan”
shall
      mean any pension plan (including a multiemployer plan) subject to the provisions
      of Title IV of ERISA or Section 412 of the Code which is maintained for or
      to
      which contributions are made for employees of the Borrower or any ERISA
      Affiliate.

     

    “Principal
      Subsidiaries”
shall
      mean any Subsidiary of the Borrower, whose Consolidated Tangible Assets comprise
      in excess of 25% of the Consolidated Tangible Assets of the Borrower and its
      consolidated Subsidiaries as of the date hereof or at any time
      hereafter.

     

    “Register”
shall
      have the meaning given such term in Section 9.04(c).

     

    “Regulation
      D”
shall
      mean Regulation D of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      T”
shall
      mean Regulation T of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      U”
shall
      mean Regulation U of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Regulation
      X”
shall
      mean Regulation X of the Board as from time to time in effect and all official
      rulings and interpretations thereunder or thereof.

     

    “Release”
shall
      mean any spilling, emitting, discharging, depositing, escaping, leaching,
      dumping or other releasing, including the movement of any Specified Substance
      through the air, soil, surface water, groundwater or property, and when used
      as
      a verb has a like meaning.

     

    “Required
      Lenders”
shall
      mean, at any time, Lenders having more than fifty percent (50%) of the sum
      of
      the Total Commitments at such time and the aggregate principal amount of all
      Loans outstanding at such time, provided,
      however,
      that
      the Total Commitment of, and the portion of the Total Outstandings held or
      deemed held by, any Defaulting Lender shall be excluded for purposes of making
      a
      determination of Required Lenders.

     

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

     

    “Securitization
      Transaction”
means
      (a) any transfer of accounts receivable or interests therein (i) to a
      trust, partnership, corporation or other entity (other than a Subsidiary),
      which
      transfer or pledge is funded by such entity in whole or in part by the issuance
      to one or more lenders or investors of indebtedness or other securities that
      are
      to receive payments principally from the cash flow derived from such accounts
      receivable or interests in accounts receivable, or (ii) directly to one or
      more investors or other purchasers (other than any Subsidiary), or (b) any
      transaction in which the Borrower or a Subsidiary incurs Indebtedness secured
      by
      Liens on accounts receivable. The “amount” of any Securitization Transaction
      shall be deemed at any time to be (A) in the case of a transaction
      described in clause (a) of the preceding sentence, the aggregate
      uncollected amount of the accounts receivable transferred pursuant to such
      Securitization Transaction, net of any such accounts receivable that have been
      written off as uncollectible, and (B) in the case of a transaction
      described in clause (b) of the preceding sentence, the aggregate
      outstanding principal amount of the Indebtedness secured by Liens on accounts
      receivable Incurred pursuant to such Securitization Transaction.

     

     

    
      
         

      

      
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    “Specified
      Substance”
shall
      mean (i) any chemical, material or substance defined as or included in the
      definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”,
“extremely hazardous waste”, “restricted hazardous waste” or “toxic substances”
or words of similar import under any applicable Environmental Laws; (ii) any
      (A)
      oil, natural gas, petroleum or petroleum derived substance, any drilling fluids,
      produced waters and other wastes associated with the exploration, development
      or
      production of crude oil, natural gas or geothermal fluid, any flammable
      substances or explosives, any radioactive materials, any hazardous wastes or
      substances, any toxic wastes or substances or (B) other materials or
      pollutants that, in the case of both (A) and (B), (1) pose a hazard to the
      property of the Borrower or any of its Subsidiaries or any part thereof or
      to
      persons on or about such property or to any other property that may be affected
      by the Release of such materials or pollutants from such property or any part
      thereof or to persons on or about such other property or (2) cause such
      property or such other property to be in violation of any Environmental Law;
      (iii) asbestos, urea formaldehyde foam insulation, toluene, polychlorinated
      biphenyls and any electrical equipment which contains any oil or dielectric
      fluid containing levels of polychlorinated biphenyls in excess of fifty parts
      per million; and (iv) any sound, vibration, heat, radiation or other form
      of energy and any other chemical, material or substance, exposure to which
      is
      prohibited, limited or regulated by any Governmental Authority.

     

    “Subsidiary”
shall
      mean, with respect to any Person (herein referred to as the “parent”), any
      corporation, partnership, association, or other business entity (a) of which
      securities or other ownership interests representing more than 50% of the equity
      or more than 50% of the ordinary voting power or more than 50% of the general
      partnership interests are, at the time any determination is being made, owned,
      controlled, or held by the parent, or (b) which is, at the time any
      determination is made, otherwise Controlled by the parent or one or more
      subsidiaries of the parent or by the parent and one or more subsidiaries of
      the
      parent. Unless otherwise indicated, all references in this Agreement to
“Subsidiaries” shall be construed as references to Subsidiaries of the
      Borrower.

     

    “Swap
      Contract”
means
      (a) any and all rate swap transactions, basis swaps, credit derivative
      transactions, forward rate transactions, commodity swaps, commodity options,
      forward commodity contracts, equity or equity index swaps or options, bond
      or
      bond price or bond index swaps or options or forward bond or forward bond price
      or forward bond index transactions, interest rate options, forward foreign
      exchange transactions, cap transactions, floor transactions, collar
      transactions, currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or any
      combination of any of the foregoing (including any options to enter into any
      of
      the foregoing), whether or not any such transaction is governed by or subject
      to
      any master agreement, and (b) any and all transactions of any kind, and the
      related confirmations, which are subject to the terms and conditions of, or
      governed by, any form of master agreement published by the International Swaps
      and Derivatives Association, Inc., any International Foreign Exchange Master
      Agreement, or any other master agreement (any such master agreement, together
      with any related schedules, a “Master
      Agreement”),
      including any such obligations or liabilities under any Master
      Agreement.

     

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

     

     

    
      
         

      

      
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    “Target”
means
      Commonwealth Telephone Enterprises, Inc. and its Subsidiaries.

     

    “Term
      Loan”
      means
      any Loan made pursuant to Section
      2.01(a)
      on the
      Effective Date.

     

    “Total
      Commitment”
shall
      mean the aggregate amount of the Lenders’ Commitments, as in effect on the
      Effective Date.

     

    “Total
      Indebtedness”
means,
      as of any date, the aggregate principal amount of Indebtedness of the Borrower
      and its consolidated Subsidiaries outstanding as of such date, in the amount
      and
      only to the extent that such Indebtedness would be reflected on a balance sheet
      prepared as of such date on a consolidated basis in accordance with
      GAAP, minus the
      amount of the cash and cash equivalents of the Borrower and its consolidated
      Subsidiaries in excess of $50,000,000 that would be reflected on such balance
      sheet.

     

    “Total
      Outstandings”
means
      the aggregate Outstanding Amount of all Loans.

     

    “Transferee”
shall
      mean any transferee or assignee of all or any portion of a Lender’s interests,
      rights and obligations hereunder, including any participation
      holder.

     

    “Type”,
      when
      used in respect of any Loan or Borrowing, shall refer to the Rate by reference
      to which interest on such Loan or on the Loans comprising such Borrowing is
      determined. For purposes hereof, “Rate” shall include the LIBO Rate and the
      Alternate Base Rate.

     

    SECTION
      1.02.    Terms
      Generally.

     

    The
      definitions in Section 1.01
      shall
      apply equally to both the singular and plural forms of the terms defined.
      Whenever the context may require, any pronoun shall include the corresponding
      masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”.
      All references herein to Articles, Sections, Exhibits and Schedules shall be
      deemed references to Articles and Sections of, and Exhibits and Schedules to,
      this Agreement, unless the context shall otherwise require. Except as otherwise
      expressly provided herein, all terms of an accounting or financial nature shall
      be construed in accordance with GAAP, as in effect from time to time;
provided,
      however,
      that,
      for purposes of determining compliance with any covenant set forth in
Article
      VI,
      such
      terms shall be construed in accordance with GAAP as in effect on the date of
      this Agreement applied on a basis consistent with the application used in
      preparing the Borrower’s audited financial statements referred to in
Section 3.02.

     

    SECTION
      1.03.    Times
      of Day.

     

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

     

     

    
      
         

      

      
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    ARTICLE
      II

     

    THE
      CREDITS

     

    SECTION
      2.01.    Commitments.

     

    (a)    Term
      Loan. Subject
      to the terms and conditions and relying upon the representations and warranties
      herein set forth, each Lender agrees, severally and not jointly, to make a
      term
      loan (the “Term
      Loan”)
      to the
      Borrower in Dollars, on the Effective Date in an amount not to exceed such
      Lender’s Commitment, in each case in accordance with Section
      2.04.
      The
      Term Loan may be Eurodollar Loans or ABR Loans, as determined by the Borrower
      and notified to the Administrative Agent in accordance with Sections
      2.04 and
      2.05.
      Amounts
      repaid or prepaid in respect of the Term Loan may not be
      reborrowed.

     

    Each
      Lender’s Commitment is set forth opposite its respective name in Schedule 2.01.
      Such
      Commitment may be reduced from time to time pursuant to Section 2.11
      and
      Section 2.13(f)
      and
      adjusted to reflect any assignments pursuant to Section
      9.04.

     

    SECTION
      2.02.    Loans.

     

    (a)    Each
      Loan
      shall be made as part of a Borrowing consisting of Loans made by the Lenders
      ratably in accordance with their Commitments; provided,
      however,
      that
      the failure of any Lender to make any Loan shall not in itself relieve any
      other
      Lender of its obligation to lend hereunder (it being understood, however, that
      no Lender shall be responsible for the failure of any other Lender to make
      any
      Loan required to be made by such other Lender). The Loans comprising any
      Borrowing shall be in an aggregate principal amount which is an integral
      multiple of $1,000,000 and not less than $5,000,000.

     

    (b)    Each
      Borrowing shall be comprised entirely of Eurodollar Loans or ABR Loans, as
      the
      Borrower may request pursuant to Section 2.04.
      Each
      Lender may at its option make any Eurodollar Loan by causing any domestic or
      foreign branch or Affiliate of such Lender to make such Loan; provided
      that
      any
      exercise of such option shall not affect the obligation of the Borrower to
      repay
      such Loan in accordance with the terms of this Agreement. Borrowings of more
      than one Type may be outstanding at the same time; provided,
      however,
      that
      the Borrower shall not be entitled to request any Borrowing which, if made,
      would result in an aggregate of more than five separate Loans of any Lender
      being outstanding hereunder at any one time. For purposes of the foregoing,
      Loans having different Interest Periods, regardless of whether they commence
      on
      the same date, shall be considered separate Loans.

     

    (c)    Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds to the Administrative
      Agent at the Administrative Agent’s Office, not later than 1:00 P.M., and the
      Administrative Agent shall by 3:00 P.M. credit the amounts so received to an
      account specified by the Borrower or, if a Borrowing shall not occur on such
      date because any condition precedent herein specified shall not have been met,
      return the amounts so received to the respective Lenders. Each Loan shall be
      made by the Lenders pro
      rata in
      accordance with Section 2.16.

     

    (d)    Notwithstanding
      any other provision of this Agreement, the Interest Period requested by the
      Borrower with respect to any Borrowing shall not end after the Maturity
      Date.

     

     

    
      
         

      

      
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    SECTION
      2.03.    [Reserved].

     

    SECTION
      2.04.    Borrowing
      Procedure.

     

    In
      order
      to request a Borrowing (other than a Conversion), the Borrower shall hand
      deliver or telecopy to the Administrative Agent a notice in the form of
Exhibit
      A (a)
      in
      the case of a Eurodollar Borrowing, not later than 11:00 A.M. three Business
      Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing,
      not
      later than 11:00 A.M. on the day of a proposed Borrowing. Such notice shall
      be
      irrevocable (unless otherwise expressly provided herein) and shall in each
      case
      specify (i) whether the Borrowing then being requested is to be a
      Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
      shall be a Business Day) and the amount thereof; and (iii) if such Borrowing
      is
      to be a Eurodollar Borrowing, the Interest Period with respect thereto. If
      no
      election as to the Type of Borrowing is specified in any such notice, then
      the
      requested Borrowing shall be an ABR Borrowing. If no Interest Period with
      respect to any Eurodollar Borrowing is specified in any such notice, then the
      Borrower shall be deemed to have selected an Interest Period of one month’s
      duration. The Administrative Agent shall promptly advise (but in any event
      no
      later than 12:00 P.M. on such date) the Lenders of any notice given pursuant
      to
      this Section 2.04
      and of
      each Lender’s portion of the requested Borrowing.

     

    SECTION
      2.05.    Conversions.

     

    The
      Borrower may from time to time Convert any Loan (or portion thereof) of any
      Type
      and with any Interest Period (if applicable) to one or more Loans of the same
      or
      any other Type and with any Interest Period (if applicable) by delivering (by
      hand delivery or telecopier) a request for such Conversion in the form of
Exhibit
      B to
      the
      Administrative Agent no later than (i) 11:00 A.M. on the third Business Day
      prior to the date of any proposed Conversion into a Eurodollar Loan and
      (ii) 11:00 A.M., on the day of any proposed Conversion into an ABR
      Loan. The Administrative Agent shall give each Lender prompt notice of each
      Conversion Request. Each Conversion Request shall be irrevocable (unless
      otherwise expressly provided herein) and binding on the Borrower and shall
      specify the requested (A) date of such Conversion, (B) Type of, and Interest
      Period, if any, applicable to, the Loans (or portions thereof) proposed to
      be
      Converted, (C) Type of Loans to which such Loans (or portions thereof) are
      proposed to be Converted, (D) initial Interest Period, if any, to be applicable
      to the Loans resulting from such Conversion and (E) aggregate amount of Loans
      (or portions thereof) proposed to be Converted. No Eurodollar Loans may be
      Converted on a date other than the last day of the Interest Period applicable
      thereto, unless the Borrower reimburses each Lender pursuant to Section 2.15
      for all
      losses or expenses incurred by such Lender in connection with such Conversion.
      If the Borrower shall fail to give a timely Conversion Request pursuant to
      this
      subsection in respect of any Loans, such Loans shall, on the last day of the
      then existing Interest Period therefor, automatically Convert into, or remain
      as, as the case may be, ABR Loans, unless such Loans are repaid at the end
      of
      such Interest Period. If the Borrower shall fail, in any Conversion Request
      that
      has been timely given, to select the duration of any Interest Period for Loans
      to be Converted into Eurodollar Loans, such Loans shall, on the last day of
      the
      then existing Interest Period therefor, automatically Convert into Eurodollar
      Loans with an Interest Period of one month’s duration. If, on the date of any
      proposed Conversion, the Borrower shall have failed to fulfill any condition
      set
      forth in Section 4.01,
      all
      Loans then outstanding shall, on such date, automatically Convert into, or
      remain as, as the case may be, ABR Loans.

     

    SECTION
      2.06.    Fees.

     

    (a)    The
      Borrower has agreed to pay to the Administrative Agent and the Arrangers the
      fees in the amounts and on the dates specified in the Fee Letter.

     

     

    
      
         

      

      
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    (b)    All
      Fees
      shall be paid on the dates due, in immediately available funds, to the
      Administrative Agent for distribution, if and as appropriate, among the Lenders.
      Once paid, none of the Fees shall be refundable under any
      circumstances.

     

    SECTION
      2.07.    Repayment
      of Loans.

     

    (a)    The
      outstanding principal balance of each Loan shall be payable on the Maturity
      Date. Each Loan shall bear interest from the date thereof on the outstanding
      principal balance thereof as set forth in Section 2.08.
      Each
      Lender shall, and is hereby authorized by the Borrower to record in such
      Lender’s internal records an appropriate notation evidencing the date and amount
      of each Loan of such Lender, each payment or prepayment of principal of any
      Loan, and such other relevant information as such Lender records in its internal
      records with respect to loans of a type similar to such Loans; provided,
      however,
      that
      the failure of any Lender to make such a notation or any error therein shall
      not
      in any manner affect the obligation of the Borrower to repay the Loans, made
      by
      such Lender in accordance with the terms hereof.

     

    (b)    Any
      Lender may request that any Loans made by it be evidenced by one or more
      promissory notes. Promptly upon receipt of such request, the Borrower shall
      prepare, execute and deliver to such Lender one or more promissory notes payable
      to such Lender (or, if requested by such Lender, to such Lender and its
      assignees) substantially in the form of Exhibit
      D.
      Thereafter, the Loans evidenced by such promissory notes and interest thereon
      shall at all times (including after assignment pursuant to Section 9.04)
      be
      represented by one or more promissory notes in such form payable to the payee
      named therein.

     

    SECTION
      2.08.    Interest
      on Loans.

     

    (a)    Subject
      to the provisions of Section 2.09,
      the
      Loans comprising each Eurodollar Borrowing shall bear interest (computed on
      the
      basis of the actual number of days elapsed over a year of 360 days) at a rate
      per
      annum equal
      to
      the LIBO Rate for the Interest Period in effect for such Borrowing plus
      the
      Applicable Rate. Interest on each Eurodollar Borrowing shall be payable on
      each
      applicable Interest Payment Date. The LIBO Rate for each Interest Period shall
      be determined by the Administrative Agent, and such determination shall be
      conclusive absent manifest error. The Administrative Agent shall promptly (but
      in any event no later than 10:30 A.M. two Business Days prior to the
      commencement of such Interest Period) (A) advise the Borrower and each Lender,
      as appropriate, of such determination and (B) upon the request of the Borrower,
      provide the Borrower with the calculations and relevant factors supporting
      such
      determination.

     

    (b)    Subject
      to the provisions of Section 2.09,
      the
      Loans comprising each ABR Borrowing shall bear interest (computed on the basis
      of the actual number of days elapsed over a year of 365 or 366 days, as the
      case
      may be, when determined with reference to clause (b) of the definition of
      Alternate Base Rate and over a year of 360 days in all other cases) at a rate
      per
      annum equal
      to
      the Alternate Base Rate plus the Applicable Rate. Interest on each ABR Borrowing
      shall be payable on each applicable Interest Payment Date. The Alternate Base
      Rate shall be determined by the Administrative Agent, and such determination
      shall be conclusive absent manifest error. The Administrative Agent shall
      promptly (but in any event no later than 11:30 A.M. on the day of each ABR
      Borrowing) (A) advise the Borrower and each Lender of such determination and
      (B)
      upon the request of the Borrower, provide the Borrower with the calculations
      and
      relevant factors supporting such determination.

     

     

    
      
         

      

      
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    SECTION
      2.09.    Default
      Interest.

     

    If
      the
      Borrower shall default in the payment of the principal of or interest on any
      Loan or any other amount becoming due hereunder, whether by scheduled maturity,
      notice of prepayment, acceleration, or otherwise, the Borrower shall on demand
      from time to time from the Administrative Agent pay interest, to the extent
      permitted by law, on such defaulted amount up to (but not including) the date
      of
      actual payment (after as well as before judgment) at a rate per
      annum (computed
      on the basis of the actual number of days elapsed over a year of 360 days)
      equal
      to the Alternate Base Rate plus
      2%.

     

    SECTION
      2.10.    Alternate
      Rate of Interest.

     

    In
      the
      event, and on each occasion, that on the day two Business Days prior to the
      commencement of any Interest Period for a Eurodollar Borrowing the
      Administrative Agent shall have determined that dollar deposits in the principal
      amounts of the Eurodollar Loans comprising such Borrowing are not generally
      available in the London interbank market, or that the rates at which such dollar
      deposits are being offered will not adequately and fairly reflect the cost
      to
      any Lender of making or maintaining its Eurodollar Loan during such Interest
      Period, or that reasonable means do not exist for ascertaining the LIBO Rate,
      the Administrative Agent shall, as soon as practicable thereafter, give written
      notice of such determination to the Borrower and the Lenders. In the event
      of
      any such determination, until the Administrative Agent shall have advised the
      Borrower and the Lenders that the circumstances giving rise to such notice
      no
      longer exist, (i) any request by the Borrower for a Eurodollar Borrowing
      pursuant to Section 2.04
      shall be
      deemed to be a request for an ABR Borrowing (unless the Borrower shall have
      withdrawn its request for such Eurodollar Borrowing not later than 10:00 A.M.
      on
      the day of the proposed Borrowing) and (ii) any request by the Borrower for
      a
      Conversion to Eurodollar Loans pursuant to Section 2.05
      shall be
      deemed to be a request for a Conversion to ABR Loans (unless the Borrower shall
      have withdrawn its request for such Conversion not later than 10:00 A.M. on
      the
      day of the proposed Conversion). Each determination by the Administrative Agent
      hereunder shall be conclusive absent manifest error.

     

    SECTION
      2.11.    Reductions
      in Commitment.

     

    Unless
      earlier terminated pursuant to this Agreement, the Commitment of each Lender
      shall automatically and permanently terminate on the Effective
      Date.

     

    SECTION
      2.12.    Prepayment.

     

    (a)    The
      Borrower shall have the right at any time and from time to time to prepay any
      Borrowing, in whole or in part, upon giving written notice (or telephone notice
      promptly confirmed by written notice) to the Administrative Agent:
      (i) before 11:00 A.M. three Business Days prior to prepayment, in the case
      of Eurodollar Loans, and (ii) before 11:00 A.M. on the day of prepayment,
      in the case of ABR Loans; provided,
      however,
      that
      each partial prepayment shall be in an amount which is an integral multiple
      of
      $1,000,000 and not less than $5,000,000. Each notice of prepayment shall specify
      the prepayment date and the principal amount of each Borrowing (or portion
      thereof) to be prepaid, shall be irrevocable and shall commit the Borrower
      to
      prepay such Borrowing (or portion thereof) by the amount stated therein on
      the
      date stated therein.

     

    (b)    By
      no
      later than three (3) Business Days after the receipt by the Borrower or any
      of
      its Subsidiaries of Net Cash Proceeds arising from (i) any Asset Sale, (ii)
      any
      Equity Issuance or (iii) any Debt Issuance, the Borrower shall prepay the Loans
      in an amount equal to 100% of such Net Cash Proceeds.

     

     

    
      
         

      

      
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    (c)    All
      prepayments under this Section 2.12
      shall be
      subject to Section 2.15
      but
      otherwise without premium or penalty. All prepayments under this Section 2.12
      shall be
      accompanied by accrued interest on the principal amount being prepaid to the
      date of payment.

     

    (d)    Any
      prepayments pursuant to this Section 2.12
      shall be
      appropriately recorded by the Administrative Agent in the Register in accordance
      with Section 9.04(c).
      In
      addition, all notices with respect to any such change shall be maintained by
      the
      Administrative Agent with the Register.

     

    SECTION
      2.13.    Reserve
      Requirements; Change in Circumstances.

     

    (a)    It
      is
      understood that the cost to each Lender of making or maintaining any of the
      Eurodollar Loans may fluctuate as a result of the applicability of reserve
      requirements imposed by the Board at the ratios provided for in Regulation
      D on
      the date hereof. The Borrower agrees to pay to each of the Lenders from time
      to
      time such amounts as shall be necessary to compensate such Lender for the
      portion of the cost of making or maintaining Eurodollar Loans resulting from
      any
      such reserve requirements provided for in Regulation D as in effect on the
      date
      hereof, it being understood that the rates of interest applicable to Eurodollar
      Loans have been determined on the assumption that no such reserve requirements
      exist or will exist and that such rates do not reflect costs imposed on the
      Lenders in connection with such reserve requirements.

     

    (b)    Notwithstanding
      any other provision herein, if after the date of this Agreement any change
      in
      applicable law or regulation (including, without limitation, Regulation D)
      or in
      the interpretation or administration thereof by any Governmental Authority
      charged with the interpretation or administration thereof (whether or not having
      the force of law) shall change the basis of taxation of payments to any Lender
      of the principal of or interest on any Eurodollar Loan made by such Lender
      or
      any Fees or other amounts payable hereunder (other than changes in respect
      of
      taxes imposed on the overall net income of such Lender and franchise taxes
      imposed on it by the jurisdiction in which such Lender has its principal office
      or by any political subdivision or taxing authority therein), or shall impose,
      modify, or deem applicable any reserve, special deposit, or similar requirement
      against assets of, deposits with or for the account of or credit extended by
      such Lender, or shall impose on such Lender or the London interbank market
      any
      other condition affecting this Agreement or any Eurodollar Loan made by such
      Lender and the result of any of the foregoing shall be to increase the cost
      to
      such Lender of making or maintaining any Eurodollar Loan or to reduce the amount
      of any sum received or receivable by such Lender hereunder (whether of
      principal, interest, or otherwise) by an amount deemed by such Lender to be
      material, then, to the extent not otherwise being reimbursed under Section 2.19
      hereof,
      the Borrower will pay to such Lender, upon demand such additional amount or
      amounts as will compensate such Lender, for such additional costs incurred
      or
      reduction suffered.

     

    (c)    If
      any
      Lender shall have determined that the adoption after the date hereof of any
      law,
      rule, regulation, or guideline regarding capital adequacy, or any change in
      any
      existing law, rule, regulation, or guideline regarding capital adequacy or
      in
      the interpretation or administration of any of the foregoing by any Governmental
      Authority, central bank, or comparable agency charged with the interpretation
      or
      administration thereof, or compliance by any Lender (or any lending office
      of
      such Lender) or any Lender’s holding company with any request or directive
      regarding capital adequacy (whether or not having the force of law) of any
      such
      authority, central bank, or comparable agency, has or would have the effect
      of
      reducing the rate of return on such Lender’s capital or on the capital of such
      Lender’s holding company, if any, as a consequence of this Agreement or the
      Loans made by such Lender pursuant hereto, to a level below that which such
      Lender or such Lender’s holding company, as the case may be, could have achieved
      but for such adoption, change, or compliance (taking into consideration such
      Lender’s policies and the policies of such Lender’s holding company with respect
      to capital adequacy) by an amount deemed by such Lender to be material, then
      from time to time the Borrower shall pay to such Lender such additional amount
      or amounts as will compensate such Lender or such Lender’s holding company for
      any such reduction suffered.

     

     

    
      
         

      

      
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      (d)    A
        certificate of a Lender setting forth such amount or amounts as shall be
        necessary to compensate such Lender or its holding company as specified in
        paragraph (a), (b), or (c) above, as the case may be, and all of the relevant
        factors and the calculations supporting such amount or amounts, shall be
        delivered to the Borrower and shall be conclusive absent manifest error.
        The
        Borrower shall pay each Lender the amount shown as due on any such certificate
        delivered by it within 10 days after the receipt of the same.

       

      (e)    Failure
        or delay on the part of any Lender to demand compensation pursuant to this
        Section shall not constitute a waiver of such Lender’s right to demand such
        compensation; provided
        that the
        Borrower shall not be required to compensate a Lender pursuant to this Section
        for any increased costs or reductions incurred more than 45 days prior to
        the
        date that such Lender, notifies the Borrower of the occurrence of the event
        entitling such Lender to such compensation and of such Lender’s intention to
        claim compensation therefor; provided
        further
        that, if
        the occurrence of the event entitling such Lender to such compensation is
        retroactive, then the 45-day period referred to above shall be extended to
        include the period of retroactive effect thereof.

       

      (f)    If
        any
        Lender shall have delivered a notice or certificate pursuant to paragraph
        (d)
        above, the Borrower shall have the right, at its own expense, upon notice
        to
        such Lender and the Administrative Agent, to require such Lender to (i)
        terminate its Commitment or (ii) transfer and assign without recourse (in
        accordance with and subject to the restrictions contained in Section 9.04)
        all or
        a portion of its interest, rights and obligations under this Agreement to
        another financial institution which shall assume such obligations; provided
        that
        (A)
        no such termination or assignment shall conflict with any law, rule, or
        regulation or order of any Governmental Authority and (B) the Borrower or
        the
        assignee, as the case may be, shall pay to the affected Lender in immediately
        available funds on the date of such termination or assignment the principal
        of
        and interest accrued to the date of payment on the Loans made by it hereunder
        and all other amounts accrued for its account or owed to it hereunder (other
        than any amounts owed to such Lender pursuant to Section 2.15(c)
        in
        connection with such principal payment).

       

      SECTION
        2.14.    Change
        in Legality.

       

      (a)    Notwithstanding
        any other provision herein, if any change in any law or regulation or in
        the
        interpretation thereof by any Governmental Authority charged with the
        administration or interpretation thereof shall make it unlawful for any Lender
        to make or maintain any Eurodollar Loan or to give effect to its obligations
        as
        contemplated hereby with respect to any Eurodollar Loan, then, by written
        notice
        to the Borrower and to the Administrative Agent, such Lender may:

       

      (i)    declare
        that Eurodollar Loans will not thereafter be made by such Lender hereunder,
        and
        any request by the Borrower for a Eurodollar Borrowing shall, as to such
        Lender
        only, be deemed a request for an ABR Loan (or for a Conversion thereto pursuant
        to Section 2.05)
        unless
        such declaration shall be subsequently withdrawn; and

       

      (ii)    require
        that all outstanding Eurodollar Loans made by it be Converted to ABR Loans,
        in
        which event all such Eurodollar Loans shall be automatically Converted to
        ABR
        Loans as of the effective date of such notice as provided in paragraph (b)
        below.

       

      In
        the
        event any Lender shall exercise its rights under (i) or (ii) above, all payments
        and prepayments of principal which would otherwise have been applied to repay
        the Eurodollar Loans that would have been made by such Lender or the Converted
        Eurodollar Loans of such Lender shall instead be applied to repay the ABR
        Loans
        made by such Lender in lieu of, or resulting from the Conversion of, such
        Eurodollar Loans.

       

       

      
        
           

        

        
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      (b)    For
        purposes of this Section 2.14,
        a
        notice to the Borrower by any Lender shall be effective as to each Eurodollar
        Loan, if lawful, on the last day of the Interest Period currently applicable
        to
        such Eurodollar Loan; in all other cases such notice shall be effective on
        the
        date of receipt by the Borrower.

       

      SECTION
        2.15.    Indemnity.

       

      The
        Borrower shall indemnify each Lender against any loss or expense which such
        Lender may sustain or incur as a consequence of (a) any failure by the Borrower
        to fulfill on the date of any Borrowing hereunder the applicable conditions
        set
        forth in Article
        IV,
        (b) any
        failure by the Borrower to borrow or to Convert any Loan hereunder after
        irrevocable notice of such Borrowing or Conversion has been given pursuant
        to
Section 2.04
        or
2.05,
        (c) any
        payment, prepayment or Conversion of a Eurodollar Loan required by any other
        provision of this Agreement or otherwise made or deemed made on a date other
        than the last day of the Interest Period applicable thereto, (d) any default
        in
        payment or prepayment of the principal amount of any Loan or any part thereof
        or
        interest accrued thereon, as and when due and payable (at the due date thereof,
        whether by scheduled maturity, acceleration, irrevocable notice of prepayment
        or
        otherwise), or (e) the occurrence of any Event of Default, including, in
        each
        such case, any loss or reasonable expense sustained or incurred or to be
        sustained or incurred in liquidating or employing deposits from third parties
        acquired to effect or maintain such Loan or any part thereof as a Eurodollar
        Loan. Such loss or reasonable expense shall include an amount equal to the
        excess, if any, as reasonably demonstrated by such Lender, of (i) its cost
        of
        obtaining the funds for the Loan being paid, prepaid, Converted, or not borrowed
        (assumed to be the LIBO Rate) for the period from the date of such payment,
        prepayment, or failure to borrow to the last day of the Interest Period for
        such
        Loan (or, in the case of a failure to borrow, the Interest Period for such
        Loan
        which would have commenced on the date of such failure) over (ii) the amount
        of
        interest (as reasonably demonstrated by such Lender) that would be realized
        by
        such Lender in redeploying the funds so paid, prepaid, or not borrowed for
        such
        period or Interest Period, as the case may be. A certificate of any Lender
        setting forth the factors and calculations supporting any amount or amounts
        which such Lender is entitled to receive pursuant to this Section shall be
        delivered to the Borrower no later than 30 days following the incurrence
        of any
        loss or expense for which such Lender is seeking indemnification under this
        Section 2.15
        and
        shall be conclusive absent manifest error.

       

      SECTION
        2.16.    Pro
        Rata Treatment.

       

      Except
        as
        required or otherwise permitted under Sections 2.13(f)
        and
2.14,
        each
        Borrowing, each payment or prepayment of principal of any Borrowing, each
        payment of interest on the Loans, each reduction of the Commitments and each
        Conversion of any Borrowing with a Borrowing of any Type, shall be allocated
        pro
        rata among
        the
        Lenders in accordance with their respective Commitment (as if such Commitments
        shall have expired or been terminated, in accordance with the respective
        principal amounts of their outstanding Loans). Each Lender agrees that, in
        computing such Lender’s portion of any Borrowing to be made hereunder, the
        Administrative Agent may, in its discretion, round each Lender’s percentage of
        such Borrowing to the next higher or lower whole dollar amount.

       

      SECTION
        2.17.    Sharing
        of Setoffs.

       

      Each
        Lender agrees that if it shall, through the exercise of a right of banker’s
        lien, setoff, or counterclaim against the Borrower, or pursuant to a secured
        claim under Section 506 of Title 11 of the United States Code or other
        security or interest arising from, or in lieu of, such secured claim, received
        by such Lender under any applicable bankruptcy, insolvency, or other similar
        law
        or otherwise, or by any other means, obtain payment (voluntary or involuntary)
        in respect of any Loan as a result of which the unpaid principal portion
        of the
        Loans of such Lender shall be proportionately less than the unpaid principal
        portion of the Loans of any other Lender, it shall be deemed simultaneously
        to
        have purchased from such other Lender at face value, and shall promptly pay
        to
        such other Lender the purchase price for, a participation in the Loans of
        such
        other Lender, so that the aggregate unpaid principal amount of the Loans
        and
        participations in the Loans held by each Lender shall be in the same proportion
        to the aggregate unpaid principal amount of all Loans then outstanding as
        the
        principal amount of its Loans prior to such exercise of banker’s lien, setoff,
        or counterclaim or other event was to the principal amount of all Loans
        outstanding prior to such exercise of banker’s lien, setoff, 

       

       

      
        
           

        

        
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      or
        counterclaim or other event; provided,
        however,
        that if
        any such purchase or purchases or adjustments shall be made pursuant to this
        Section 2.17
        and the
        payment giving rise thereto shall thereafter be recovered, such purchase
        or
        purchases or adjustments shall be rescinded to the extent of such recovery
        and
        the purchase price or prices or adjustment restored without interest. The
        Borrower expressly consents to the foregoing arrangements and agrees that,
        to
        the maximum extent permitted by law, any Lender holding a participation in
        a
        Loan deemed to have been so purchased may exercise any and all rights of
        banker’s lien, setoff, or counterclaim with respect to any and all moneys owing
        by the Borrower to such Lender by reason thereof as fully as if such Lender
        had
        made a Loan directly to the Borrower in the amount of such
        participation.

       

      SECTION
        2.18.    Payments;
        Administrative Agent’s
        Clawback.

       

      (a)    The
        Borrower shall make each payment (including principal of or interest on any
        Borrowing or any Fees or other amounts) hereunder not later than 12:00 P.M.
        on
        the date when due in Dollars to the Administrative Agent at the Administrative
        Agent’s Office in immediately available funds. All payments by the Borrower
        shall be made without deduction for any counterclaim, defense, recoupment
        or
        setoff.

       

      (b)    Whenever
        any payment (including principal of or interest on any Borrowing or any Fees
        or
        other amounts) hereunder shall become due, or otherwise would occur, on a
        day
        that is not a Business Day, such payment may be made on the next succeeding
        Business Day, and such extension of time shall in such case be included in
        the
        computation of interest or Fees, if applicable.

       

      (c)    (i)    Unless
        the Administrative Agent shall have received notice from a Lender prior to
        the
        proposed date of any Borrowing (or in the case of any Borrowings consisting
        of
        ABR Loans, prior to 1:00 P.M. on the proposed date of such ABR Borrowing)
        that
        such Lender will not make available to the Administrative Agent such Lender’s
        share of such Borrowing, the Administrative Agent may assume that such Lender
        has made such share available on such date in accordance with Section
        2.02
        and may,
        in reliance upon such assumption, make available to the Borrower a corresponding
        amount. In such event, if a Lender has not in fact made its share of the
        applicable Borrowing available to the Administrative Agent, then the applicable
        Lender and the Borrower severally agree to pay to the Administrative Agent
        forthwith on demand such corresponding amount in immediately available funds
        with interest thereon, for each day from and including the date such amount
        is
        made available to the Borrower to but excluding the date of payment to the
        Administrative Agent, at (A) in the case of a payment to be made by such
        Lender,
        the greater of the Federal Funds Effective Rate and a rate determined by
        the
        Administrative Agent in accordance with banking industry rules on interbank
        compensation and (B) in the case of a payment to be made by the Borrower,
        the
        interest rate applicable to ABR Loans. If the Borrower and such Lender shall
        pay
        such interest to the Administrative Agent for the same or an overlapping
        period,
        the Administrative Agent shall promptly remit to the Borrower the amount
        of such
        interest paid by the Borrower for such period. If such Lender pays its share
        of
        the applicable Borrowing to the Administrative Agent, then the amount so
        paid
        shall constitute such Lender’s Loan included in such Borrowing. Any payment by
        the Borrower shall be without prejudice to any claim the Borrower may have
        against a Lender that shall have failed to make such payment to the
        Administrative Agent.

       

       

      
        
           

        

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

       

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

       

      SECTION
        2.19.    Taxes.

       

      (a)    Any
        and
        all payments by the Borrower hereunder shall be made, in accordance with
        Section 2.18,
        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 taxes imposed on the Administrative Agent’s or any
        Lender’s (or any Transferee’s) net income and franchise taxes imposed on the
        Administrative Agent or any Lender (or Transferee) by the United States or
        any
        jurisdiction under the laws of which it is organized or any political
        subdivision thereof (all such nonexcluded 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 the Lenders (or any Transferee) or the
        Administrative Agent, (i) the sum payable shall be increased by the amount
        necessary so that after making all required deductions (including deductions
        applicable to additional sums payable under this Section 2.19)
        such
        Lender (or Transferee) or the Administrative Agent (as the case may be) shall
        receive an amount equal to the sum it would have received had no such deductions
        been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower
        shall pay the full amount deducted to the relevant taxing authority or other
        Governmental Authority in accordance with applicable law; provided,
        however,
        that
        the Borrower shall not be required to increase any such amounts payable to
        any
        Lender or the Administrative Agent with respect to any withholding tax that
        is
        imposed or amounts payable to any Lender or the Administrative Agent at the
        time
        such Lender or Administrative Agent becomes a party to this Agreement (or
        designates a new lending office).

       

      (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 any payment made hereunder or 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 (or Transferee) and the Administrative
        Agent
        for the full amount of Taxes and Other Taxes (including any Taxes or Other
        Taxes
        imposed by any jurisdiction on amounts payable under this Section 2.19)
        paid by
        such Lender (or Transferee) or the Administrative 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 by the relevant taxing authority or other Governmental
        Authority. Payment of such indemnification shall be made within 30 days after
        the date any Lender (or Transferee) or the Administrative Agent, as the case
        may
        be, makes written demand therefor. If any Lender (or Transferee) or the
        Administrative Agent determines in its sole discretion (exercised in good
        faith)
        that it has received a refund in respect of any Taxes or Other Taxes for
        which
        such

       

       

      
        
           

        

        
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      Lender
        (or Transferee) or the Administrative Agent has received payment from the
        Borrower hereunder, it shall promptly notify the Borrower of such refund
        and
        shall, within 15 days after receipt of such refund, repay such refund to
        the
        Borrower, net of all out-of-pocket expenses (including taxes) of such Lender
        (or
        Transferee) or the Administrative Agent, as the case may be, and only with
        interest received, if any, from the relevant taxing authority or Governmental
        Authority; provided
        that the
        Borrower, upon the request of such Lender (or Transferee) or the Administrative
        Agent, agrees to return such refund (plus penalties, interest, or other charges)
        to such Lender (or Transferee) or the Administrative Agent, as the case may
        be,
        in the event such Lender (or Transferee) or the Administrative Agent is required
        to repay such refund; provided further that nothing in this Section
        2.19
        shall
        obligate any Lender (or Transferee) or the Administrative Agent to apply
        for any
        such refund. This subsection shall not be construed to require the
        Administrative Agent or any Lender to make available its tax returns (or
        any
        other information relating to its taxes that it deems confidential) to the
        Borrower or any other Person.

       

      (d)    Within
        30
        days after the date of any payment of Taxes or Other Taxes withheld by the
        Borrower in respect of any payment to any Lender (or Transferee) or the
        Administrative Agent, the Borrower will furnish to the Administrative Agent,
        at
        its address referred to in Section 9.01,
        the
        original or a certified copy of a receipt evidencing payment
        thereof.

       

      (e)    Without
        prejudice to the survival of any other agreement contained herein, the
        agreements and obligations contained in this Section 2.19
        shall
        survive the payment in full of the principal of and interest on all Loans
        made
        hereunder.

       

      (f)    Each
        Lender represents and warrants that either (i) it is organized under the
        laws of
        a jurisdiction within the United States or (ii) it has delivered to the Borrower
        and the Administrative Agent duly completed copies of such form or forms
        prescribed by the Internal Revenue Service indicating that such Lender is
        entitled to receive payments without deduction or withholding of any United
        States federal income taxes, as permitted by the Code. Each Transferee agrees
        that, on or prior to the date upon which it shall become a party hereto or
        obtain a participation herein, and upon the reasonable request from time
        to time
        of the Borrower or the Administrative Agent, it will deliver to the Borrower
        and
        the Administrative Agent either (A) a statement that it is organized under
        the
        laws of a jurisdiction within the United States or (B) duly completed copies
        of
        such form or forms as may from time to time be prescribed by the United States
        Internal Revenue Service, indicating that such Transferee is entitled to
        receive
        payments without deduction or withholding of any United States federal income
        taxes, as permitted by the Code. Each Lender that has delivered, and each
        Transferee that hereafter delivers, to the Borrower and the Administrative
        Agent
        the form or forms referred to in the two preceding sentences further undertakes
        to deliver to the Borrower and the Administrative Agent, so far as it may
        legally do so, further copies of such form or forms, or successor applicable
        form or forms, as the case may be, as and when any previous form filed by
        it
        hereunder shall expire or shall become incomplete or inaccurate in any
        respect.

       

      (g)    The
        Borrower shall not be required to pay any additional amounts to any Lender
        (or
        Transferee) in respect of United States withholding tax pursuant to paragraph
        (a) above if the obligation to pay such additional amounts would not have
        arisen
        but for a failure by such Lender (or Transferee) to comply with the provisions
        of paragraph (f) above, unless such failure results from (i) a change in
        applicable law, regulation, or official interpretation thereof, or (ii) an
        amendment, modification, or revocation of any applicable tax treaty or a
        change
        in official position regarding the application or interpretation thereof,
        in
        each case after the date hereof (and, in the case of a Transferee, after
        the
        date of assignment or transfer); provided,
        however,
        that
        the Borrower shall be required to pay those amounts to any Lender (or
        Transferee) which it was required to pay hereunder prior to the failure of
        such
        Lender (or Transferee) to comply with the provisions of paragraph (f).

       

       

      
        
           

        

        
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      (h)    Any
        Lender (or Transferee) claiming any additional amounts payable pursuant to
        this
Section 2.19
        shall
        use reasonable efforts (consistent with legal and regulatory restrictions)
        to
        file any certificate or document requested by the Borrower or to change the
        jurisdiction of its applicable lending office if the making of such a filing
        or
        change would avoid the need for or reduce the amount of any such additional
        amounts which may thereafter accrue and would not, in the sole determination
        of
        such Lender (or Transferee), be otherwise disadvantageous to such Lender
        (or
        Transferee).

       

      (i)    If
        any
        Lender shall request compensation under this Section 2.19,
        the
        Borrower shall have the right, at its own expense, upon notice to such Lender
        and the Administrative Agent, to require such Lender to (i) terminate its
        Commitment or (ii) transfer and assign without recourse (in accordance with
        and
        subject to the restrictions contained in Section 9.04
        but with
        the assignment fee in such instance to be paid by the Borrower) all or a
        portion
        of its interest, rights and obligations under this Agreement to another
        financial institution which shall assume such obligations; provided
        that
        (A) no
        such termination or assignment shall conflict with any law, rule, or regulation
        or order of any Governmental Authority and (B) the Borrower or the assignee,
        as
        the case may be, shall pay to the affected Lender in immediately available
        funds
        on the date of such termination or assignment the principal of and interest
        accrued to the date of payment on the Loans made by it hereunder and all
        other
        amounts accrued for its account or owed to it hereunder.

       

      ARTICLE
        III


       

      REPRESENTATIONS
        AND WARRANTIES

       

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

       

      SECTION
        3.01.    Organization;
        Powers; Governmental Approvals.

       

      (a)    The
        Borrower and each Principal Subsidiary (i) is a corporation duly organized,
        validly existing and in good standing under the laws of the jurisdiction
        of its
        organization, (ii) has all requisite power and authority to own its property
        and
        assets and to carry on its business as now conducted and (iii) is qualified
        to
        do business in every jurisdiction where such qualification is required, except
        where the failure so to qualify would not have a Material Adverse Effect.
        The
        Borrower’s execution, delivery and performance of the Loan Documents are within
        its corporate powers, have been duly authorized by all necessary action and
        do
        not violate or create a default under (A) law, (B) its constituent
        documents, or (C) any contractual provision binding upon it, except to the
        extent (in the case of violations or defaults described under clauses (A)
        or
        (C)) where such violation or default would not reasonably be expected to
        result
        in a Material Adverse Effect. Each of the Loan Documents constitutes the
        legal,
        valid and binding obligation of the Borrower enforceable against it in
        accordance with its terms (except as such enforceability may be limited by
        applicable bankruptcy, reorganization, insolvency, moratorium and other laws
        affecting the rights of creditors generally and general principles of equity,
        including an implied covenant of good faith and fair dealing).

       

      (b)    Except
        for (i) any Governmental Approvals required in connection with any Borrowings
        (such approvals being “Borrowing
        Approvals”)
        and
        (ii) any Governmental Approvals the failure to obtain which could not reasonably
        be expected to result in a Material Adverse Effect or affect the validity
        or
        enforceability of this Agreement or any other Loan Document, all Governmental
        Approvals required in connection with the execution and delivery by the Borrower
        of this Agreement and the other Loan Documents and the performance by the
        Borrower of its obligations hereunder and thereunder have been, and, prior
        to
        the time of any Borrowing, all Borrowing Approvals will be, duly obtained,
        are
        (or, in the case of Borrowing Approvals, will be) in full force and effect
        without having been amended or modified in any manner that may impair the
        ability of the Borrower to perform its obligations under this Agreement,
        and are
        not (or, in the case of Borrowing Approvals, will not be) the subject of
        any
        pending appeal, stay or other challenge.

       

       

      
        
           

        

        
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      SECTION
        3.02.    Financial
        Statements.

       

      The
        Borrower has furnished to the Lenders, for itself and its Subsidiaries, its
        most
        recent filings with the Securities and Exchange Commission on Forms 10-K
        and
        10-Q. Such Forms 10-K and 10-Q do not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make any statement therein,
        in light of the circumstances under which it was made, not misleading. Each
        of
        the financial statements in such Forms 10-K and 10-Q has been, and each of
        the
        financial statements to be furnished pursuant to Section 5.02
        will
        be,
        prepared in accordance with GAAP applied consistently with prior periods,
        except
        as therein noted, and fairly presents or will fairly present in all material
        respects the consolidated financial position of the Borrower and its
        Subsidiaries as of the date thereof and the results of the operations of
        the
        Borrower and its Subsidiaries for the period then ended.

       

      SECTION
        3.03.    [Reserved].

       

      SECTION
        3.04.    Title
        to Properties; Possession Under Leases.

       

      (a)    To
        the
        best of the Borrower’s knowledge, each of the Borrower and the Principal
        Subsidiaries has good and marketable title to, or valid leasehold interests
        in,
        or other rights to use or occupy, all its material properties and assets,
        except
        for minor defects in title that do not interfere with its ability to conduct
        its
        business as currently conducted or to utilize such properties and assets
        for
        their intended purposes. All such material properties and assets are free
        and
        clear of Liens, other than Liens expressly permitted by Section 6.01.

       

      (b)    Each
        of
        the Borrower and the Principal Subsidiaries has complied with all obligations
        under all material leases to which it is a party and all such leases are
        in full
        force and effect, except where such failure to comply or maintain such leases
        in
        full force and effect would not have a Material Adverse Effect. Each of the
        Borrower and the Subsidiaries enjoys peaceful and undisturbed possession
        under
        all such material leases except where such failure would not have a Material
        Adverse Effect.

       

      SECTION
        3.05.    Ownership
        of Subsidiaries.

       

      The
        Borrower owns, free and clear of any Lien (other than Liens expressly permitted
        by Section 6.01),
        all of
        the issued and outstanding shares of common stock of each of the Principal
        Subsidiaries.

       

      SECTION
        3.06.    Litigation;
        Compliance with Laws.

       

      (a)    There
        is
        no action, suit, or proceeding, or any governmental investigation or any
        arbitration, in each case pending or, to the knowledge of the Borrower,
        threatened against the Borrower or any of the Subsidiaries or any material
        property of any thereof before any court or arbitrator or any governmental
        or
        administrative body, agency, or official which (i) challenges the validity
        of
        this Agreement or any other Loan Document, (ii) may reasonably be expected
        to
        have a material adverse effect on the ability of the Borrower to perform
        any of
        its obligations under this Agreement or any other Loan Document or on the
        rights
        of or benefits available to the Lenders under this Agreement or any other
        Loan
        Document or (iii) except as disclosed in the Borrower’s Annual Report on Form
        10-K for the fiscal year ended December 31, 2006, may reasonably be expected
        to
        have a Material Adverse Effect.

       

       

      
        
           

        

        
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      (b)    Neither
        the Borrower nor any of the Subsidiaries is in violation of any law, rule,
        or
        regulation, or in default with respect to any judgment, writ, injunction
        or
        decree of any Governmental Authority, where such violation or default could
        reasonably be anticipated to result in a Material Adverse Effect.

       

      (c)    Except
        as
        set forth in or contemplated by the financial statements or other reports
        referred to in Section 3.02
        hereof
        and which have been delivered to the Lenders on or prior to the date hereof,
        (i)
        the Borrower and each of its Subsidiaries have complied with all Environmental
        Laws, except to the extent that failure to so comply is not reasonably likely
        to
        have a Material Adverse Effect, (ii) neither the Borrower nor any of its
        Subsidiaries has failed to obtain, maintain or comply with any permit, license
        or other approval under any Environmental Law, except where such failure
        is not
        reasonably likely to have a Material Adverse Effect, (iii) neither the Borrower
        nor any of its Subsidiaries has received notice of any failure to comply
        with
        any Environmental Law or become subject to any liability under any Environmental
        Law, except where such failure or liability is not reasonably likely to have
        a
        Material Adverse Effect, (iv) no facilities of the Borrower or any of its
        Subsidiaries are used to manage any Specified Substance in violation of any
        law,
        except to the extent that such violations, individually or in the aggregate,
        are
        not reasonably likely to have a Material Adverse Effect, and (v) the Borrower
        is
        aware of no events, conditions or circumstances involving any Release of
        a
        Specified Substance that is reasonably likely to have a Material Adverse
        Effect.

       

      SECTION
        3.07.    Agreements.

       

      (a)    Neither
        the Borrower nor any of the Subsidiaries is a party to any agreement or
        instrument or subject to any corporate restriction that has resulted, or
        could
        reasonably be anticipated to result, in a Material Adverse Effect.

       

      (b)    Neither
        the Borrower nor any of the Subsidiaries is in default in any manner under
        any
        provision of any indenture or other agreement or instrument evidencing
        Indebtedness, or any other material agreement or instrument to which it is
        a
        party or by which it or any of its properties or assets are or may be bound,
        where such default could reasonably be anticipated to result in a Material
        Adverse Effect.

       

      SECTION
        3.08.    Federal
        Reserve Regulations.

       

      No
        part
        of the proceeds of the Loans will be used, whether directly or indirectly,
        and
        whether immediately, incidentally, or ultimately, for any purpose which entails
        a violation of, or which is inconsistent with, the provisions of the Margin
        Regulations.

       

      SECTION
        3.09.    Investment
        Company Act; Public Utility Holding Company Act.

       

      Neither
        the Borrower nor any of the Subsidiaries is (a) an “investment company” as
        defined in, or subject to regulation under, the Investment Company Act of
        1940
        or (b) a “holding
        company”
or
        an
“affiliate”
of
        a
“holding
        company”
or
        a
“subsidiary
        company”
of
        a
“holding
        company,”
as
        each
        such term is defined and used in the Public Utility Holding Company Act of
        1935,
        as amended or repealed by the Public Utility Holding Company Act of 2005,
        enacted as part of the Energy Policy Act of 2005, Pub. L. No. 109-58 as codified
        at §§ 1261 et
        seq.,
        and
        the regulations adopted thereunder, as amended.

       

       

      
        
           

        

        
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      SECTION
        3.10.    Use
        of Proceeds.

       

      The
        Borrower will use the proceeds of the Loans solely to finance the Acquisition
        and to refinance the Existing Target Debt, including to pay for costs, fees
        and
        expenses incurred in connection therewith.

       

      SECTION
        3.11.    Tax
        Returns.

       

      Each
        of
        the Borrower and the Subsidiaries has filed or caused to be filed all Federal,
        state, and local returns required to have been filed by it and has paid or
        caused to be paid all taxes shown to be due and payable on such returns or
        on
        any assessments received by it, except (i) taxes that are being contested
        in
        good faith by appropriate proceedings and for which the Borrower shall have
        set
        aside on its books adequate reserves and (ii) where such failure to file or
        pay would not reasonably be expected to result in a Material Adverse
        Effect.

       

      SECTION
        3.12.    No
        Material Misstatements.

       

      No
        statement, information, report, financial statement, exhibit or schedule
        furnished by or on behalf of the Borrower to the Administrative Agent or
        any
        Lender in connection with the syndication or negotiation of this Agreement
        or
        any other Loan Document or included herein or therein or delivered pursuant
        hereto or thereto contained, contains, or will contain any material misstatement
        of fact or intentionally omitted, omits, or will omit to state any material
        fact
        necessary to make the statements therein, in the light of the circumstances
        under which they were, are, or will be made, not misleading.

       

      SECTION
        3.13.    Employee
        Benefit Plans.

       

      (a)    Each
        Plan
        is in compliance with ERISA, except for such noncompliance that has not
        resulted, and could not reasonably be anticipated to result, in a Material
        Adverse Effect.

       

      (b)    No
        Plan
        has an accumulated or waived funding deficiency within the meaning of Section
        412 or Section 418B of the Code or, upon the effectiveness of Title I of
        the
        Pension Protection Act, a “funding shortfall” within the meaning of Section 430
        of the Code, except for any such deficiency that has not resulted, and could
        not
        reasonably be anticipated to result, in a Material Adverse Effect.

       

      (c)    No
        proceedings have been instituted to terminate any Plan, except for such
        proceedings where the termination of a Plan has not resulted, and could not
        reasonably be anticipated to result, in a Material Adverse Effect.

       

      (d)    Neither
        the Borrower nor any Subsidiary or ERISA Affiliate has incurred any liability
        to
        or on account of a Plan under ERISA (other than obligations to make
        contributions in accordance with such Plan), and no condition exists which
        presents a material risk to the Borrower or any Subsidiary of incurring such
        a
        liability, except for such liabilities that have not resulted, and could
        not
        reasonably be anticipated to result, in a Material Adverse Effect.

       

      SECTION
        3.14.    Insurance.

       

      Each
        of
        the Borrower and the Principal Subsidiaries maintains insurance with financially
        sound and reputable insurers, or self-insurance, with respect to its properties
        and business against loss or damage of the kind customarily insured against
        by
        reputable companies in the same or similar business and of such types and
        in
        such amounts (with such deductible amounts) as is customary for such companies
        under similar circumstances.

       

       

      
        
           

        

        
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      SECTION
        3.15.    Senior
        Debt.

       

      The
        Obligations constitute and have been designated as “Senior
        lndebtedness”,
        “Senior
        Debt,” “Designated
        Senior Indebtedness”
        or any
        equivalent term, however defined, in each document or instrument governing
        subordinated Indebtedness of the Borrower.

       

      ARTICLE
        IV


       

      CONDITIONS
        OF LENDING

       

      SECTION
        4.01.    Each
        Borrowing.

       

      The
        obligation of each Lender to make a Loan on the occasion of any Borrowing,
        including any Conversion pursuant to Section
        2.05,
        is
        subject to the satisfaction of the following conditions:

       

      (a)    The
        Administrative Agent shall have received a notice of such Borrowing as required
        by Section 2.04
        or
2.05,
        as
        applicable;

       

      (b)    The
        representations and warranties set forth in Sections
        3.01(a),
        3.08,
        3.09, 3.10, and
        3.15
        herein
        (except, in the case of a Conversion, the representations set forth in
Section
        3.06(a))
        shall
        be true and correct in all material respects on and as of the date of such
        Borrowing;

       

      (c)    The
        representations and warranties that are set forth in Article
        III hereof
        (other than the representations and warranties referred to in clause
        (b) above),
        and each other Loan Document and the representations and warranties relating
        to
        the Target in the Acquisition Agreement (disregarding, in each case, all
        exceptions in such representations and warranties for “materiality” or “Material
        Adverse Effect”), shall be true and correct on and as of the date of such
        Borrowing, before and after giving effect to the making of the Loans and
        the
        application of proceeds therefrom, except to the extent the failure of such
        representations and warranties to be true and correct would not, individually
        or
        in the aggregate, have an Acquisition Material Adverse Effect (it being
        understood that the only representations and warranties relating to the Target
        that shall be taken into account for purposes of determining whether such
        failure to be true and correct would have an Acquisition Material Adverse
        Effect
        are such of the representations and warranties made by the Target in the
        Acquisition Agreement as are material to the interests of the Lenders, but
        only
        to the extent that the Borrower has the right to terminate its obligations
        under
        the Acquisition Agreement as a result of the breach of such representations
        and
        warranties in the Acquisition Agreement); and

       

      (d)    At
        the
        time of, and immediately after such Borrowing, no Event of Default or Default
        that is set forth in Sections
        7.01(b),
        (c),
        (f)
        or
(g)
        shall
        have occurred and be continuing;

       

      each
        Borrowing shall be deemed to constitute a representation and warranty by
        the
        Borrower on the date of such Borrowing as to the matters specified in paragraphs
        (b)
        and
(c)
        of
        this
Section 4.01.

       

      SECTION
        4.02.    Term
        Loan.

       

      The
        obligations of the Lenders to make the Term Loan hereunder shall not become
        effective until the date on which each of the following conditions is satisfied
        (or waived in accordance with Section 9.08):

       

      (a)    The
        Administrative Agent shall have received favorable written opinions of counsel
        to the Borrower and of the general counsel of the Borrower, each dated the
        Effective Date and addressed to the Lenders, in form and substance satisfactory
        to the Administrative Agent, and the Borrower hereby instructs each such
        counsel
        to deliver such opinions to the Administrative Agent;

       

       

      
        
           

        

        
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      (b)    All
        legal
        matters incident to this Agreement and the borrowings hereunder shall be
        satisfactory to the Administrative Agent and the Lenders;

       

      (c)    The
        Administrative Agent shall have received (i) a copy of the certificate or
        articles of incorporation, including all amendments thereto, of the Borrower,
        certified as of a recent date by the Secretary of State of the state of its
        organization, and a certificate as to the good standing of the Borrower as
        of a
        recent date, from such Secretary of State; (ii) a certificate of the Secretary
        or Assistant Secretary of the Borrower dated the Effective Date and certifying
        (A) that attached thereto is a true and complete copy of the by-laws of the
        Borrower as in effect on the Effective Date and at all times since a date
        prior
        to the date of the resolutions described in clause (B) below, (B) that attached
        thereto is a true and complete copy of resolutions duly adopted by the Board
        of
        Directors of the Borrower authorizing the execution, delivery and performance
        of
        this Agreement and the borrowings hereunder, and that such resolutions have
        not
        been modified, rescinded, or amended and are in full force and effect, (C)
        that
        the certificate or articles of incorporation of the Borrower have not been
        amended since the date of the last amendment thereto shown on the certificate
        of
        good standing furnished pursuant to clause (i) above, and (D) as to the
        incumbency and specimen signature of each officer executing this Agreement
        or
        any other document delivered in connection herewith on behalf of the Borrower;
        (iii) a certificate of another officer as to the incumbency and specimen
        signature of the Secretary or Assistant Secretary executing the certificate
        pursuant to clause (ii) above; and (iv) such other documents as the
        Administrative Agent or the Lenders may reasonably request;

       

      (d)    The
        Administrative Agent shall have received a certificate, dated the Effective
        Date
        and signed by a Financial Officer of the Borrower, confirming compliance
        with
        the conditions precedent set forth in paragraphs (b)
        and
        (d)
        of
Section 4.01;

       

      (e)    The
        Administrative Agent shall have received all Fees and other amounts due and
        payable on or prior to the Effective Date;

       

      (f)    The
        Administrative Agent shall have received evidence satisfactory that the
        Acquisition shall be consummated substantially simultaneously with or
        immediately following the Effective Date in accordance with the Acquisition
        Agreement and in all material respects in accordance with all material related
        documentation (in each case, without any waiver, amendment or modification
        of
        any material provision thereof in a manner adverse to the interests of the
        Lenders in any material respect without the consent of each of the Arrangers
        (with such consent not to be unreasonably withheld or delayed));
        and

       

      (g)    The
        Administrative Agent shall have received a certificate of a Financial Officer
        accompanied by customary supporting schedules and other customary data that
        the
        Leverage Ratio, calculated as of the last day of the most recent fiscal quarter
        ending more than 45 days before the Effective Date after giving pro
        forma
        effect
        to the Acquisition, the incurrence of Indebtedness hereunder (including the
        Loans) and the application of proceeds as contemplated hereby, of the Borrower
        and its Subsidiaries was not greater than 4.5 to 1.

       

       

      
        
           

        

        
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      ARTICLE
        V

       

      AFFIRMATIVE
        COVENANTS

       

      The
        Borrower covenants and agrees with the Administrative Agent and each Lender
        that, so long as this Agreement shall remain in effect or the principal of
        or
        interest on any Loan (or any portion thereof), or any other expenses or amounts
        payable hereunder, shall be unpaid, the Borrower will:

       

      SECTION
        5.01.    Existence;
        Businesses and Properties.

       

      (a)    Preserve
        and maintain, cause each of the Principal Subsidiaries to preserve and maintain,
        and cause each other Subsidiary to preserve and maintain (where the failure
        by
        any such other Subsidiary to so preserve and maintain would likely result
        in a
        Material Adverse Effect), its corporate existence, rights and franchises,
        except
        in connection with an Asset Exchange, provided,
        however,
        that
        the corporate existence of any Principal Subsidiary may be terminated if
        such
        termination is not disadvantageous to the Administrative Agent or any
        Lender;

       

      (b)    continue
        to own all of the outstanding shares of common stock of each Principal
        Subsidiary, except in connection with an Asset Exchange;

       

      (c)    comply,
        and cause each of the Subsidiaries to comply, in all material respects, with
        all
        applicable laws, rules, regulations and orders, including, without limitation,
        all Environmental Laws;

       

      (d)    pay,
        and
        cause each of the Subsidiaries to pay, before any such amounts become
        delinquent, (i) all taxes, assessments and governmental charges imposed upon
        it
        or upon its property, and (ii) all claims (including without limitation,
        claims
        for labor, materials, supplies, or services) which might, if unpaid, become
        a
        Lien upon its property, unless, in each case, the validity or amount thereof
        is
        being disputed in good faith, and the Borrower has maintained adequate reserves
        with respect thereto, in each case where the failure to so pay would be
        reasonably expected to cause a Material Adverse Effect;

       

      (e)    keep,
        and
        cause each of the Subsidiaries to keep, proper books of record and account,
        containing complete and accurate entries of all financial and business
        transactions of the Borrower and such Subsidiary in all material
        respects;

       

      (f)    continue
        to carry on, and cause each Principal Subsidiary to continue to carry on,
        substantially the same type of business as the Borrower or such Principal
        Subsidiary conducted as of the date hereof and business reasonably related
        thereto, except for changes in such business that result from an Asset Exchange;
        and

       

      (g)    maintain
        or cause to be maintained insurance with financially sound and reputable
        insurers, or self-insurance, with respect to its properties and business
        and the
        properties and business of the Subsidiaries against loss or damage of the
        kinds
        customarily insured against by reputable companies in the same or similar
        businesses, such insurance to be of such types and in such amounts (with
        such
        deductible amounts) as is customary for such companies under similar
        circumstances;

       

      provided,
        however,
        that
        the foregoing shall not limit the right of the Borrower or any of its
        Subsidiaries to engage in any transaction not otherwise prohibited by
Section 6.02,
        6.03
        or
6.04.

       

      SECTION
        5.02.    Financial
        Statements, Reports, etc.

       

      In
        the
        case of the Borrower, furnish to the Administrative Agent and each
        Lender:

       

       

      
        
           

        

        
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      (a)    as
        soon as
        available and in any event within 90 days after the end of each fiscal year,
        consolidated balance sheets and the related statements of income and cash
        flows
        of the Borrower and its Subsidiaries (the Borrower and its Subsidiaries being
        collectively referred to as the “Companies”)
        as of
        the close of such fiscal year (which requirement shall be deemed satisfied
        by
        the delivery of the Borrower’s Annual Report on Form 10-K (or any successor
        form) for such year), all audited by KPMG LLP or other independent public
        accountants of recognized national standing and accompanied by an opinion
        of
        such accountants to the effect that such consolidated financial statements
        fairly present in all material respects the financial condition and results
        of
        operations of the Companies on a consolidated basis in accordance with GAAP
        consistently applied;

       

      (b)    within
        45
        days after the end of the first three fiscal quarters of each fiscal year
        (commencing with March 31, 2007), consolidated balance sheets and related
        statements of income and cash flows of the Companies as of the close of such
        fiscal quarter and the then elapsed portion of the fiscal year (which
        requirement shall be deemed satisfied by the delivery of the Borrower’s
        Quarterly Report on Form 10-Q (or any successor form) for such quarter),
        each
        certified by a Financial Officer as fairly presenting the financial condition
        and results of operations of the Companies on a consolidated basis in accordance
        with GAAP consistently applied, subject to normal year-end audit
        adjustments;

       

      (c)    concurrently
        with any delivery of financial statements under paragraph (a) or (b) of this
        Section, a certificate of a Financial Officer of the Borrower (i) certifying
        as
        to whether a Default has occurred and, if a Default has occurred, specifying
        the
        details thereof and any action taken or proposed to be taken with respect
        thereto and (ii) setting forth reasonably detailed calculations (including
        with
        respect to any pro forma effect given to a Material Transaction) demonstrating
        compliance with Section
        6.07
        as of
        the last day of the most recent fiscal quarter covered by such financial
        statements;

       

      (d)    promptly
        upon the mailing or filing thereof, copies of all financial statements, reports
        and proxy statements mailed to the Borrower’s public shareholders, and copies of
        all registration statements (other than those on Form S-8) and Form 8-K’s (to
        the extent that such Form 8-K’s disclose actual or potential adverse
        developments with respect to the Borrower or any of its Subsidiaries that
        constitute, or could reasonably be anticipated to constitute, a Material
        Adverse
        Effect) filed with the Securities and Exchange Commission (or any successor
        thereto) or any national securities exchange;

       

      (e)    promptly
        after (i) the occurrence thereof, notice of any ERISA Termination Event or
        “prohibited transaction”, as such term is defined in Section 4975 of the Code,
        with respect to any Plan that results, or could reasonably be anticipated
        to
        result, in a Material Adverse Effect, which notice shall specify the nature
        thereof and the Borrower’s proposed response thereto, and (ii) actual knowledge
        thereof, copies of any notice of PBGC’s intention to terminate or to have a
        trustee appointed to administer any Plan; and

       

      (f)    promptly,
        from time to time, such other information, regarding its operations, business
        affairs and financial condition, or compliance with the terms of this Agreement,
        as the Administrative Agent or any Lender may reasonably request.

       

      Documents
        required to be delivered pursuant to Section
        5.02(a), (b) or
        (d)
        (to the
        extent any such documents are included in materials otherwise filed with
        the
        Securities and Exchange Commission (or any successor thereto)) may be delivered
        electronically and if so delivered, shall be deemed to have been delivered
        on
        the date (i) on which the Borrower posts such documents, or provides a link
        thereto on the Borrower’s on the Internet at the website address listed in
Schedule
        9.01;

       

       

      
        
           

        

        
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      or
        (ii)
        on which such documents are posted on the Borrower’s behalf on an Internet or
        intranet website, if any, to which each Lender and the Administrative Agent
        have
        access (whether a commercial, third-party website or whether sponsored by
        the
        Administrative Agent); provided
        that:
        (i) the
        Borrower shall deliver paper copies of such documents to the Administrative
        Agent or any Lender that requests the Borrower to deliver such paper copies
        until a written request to cease delivering paper copies is given by the
        Administrative Agent or such Lender and (ii) the Borrower shall notify the
        Administrative Agent and each Lender (by telecopier or electronic mail) of
        the
        posting of any such documents and provide to the Administrative Agent by
        electronic mail electronic versions (i.e.,
        soft
        copies) of such documents. Notwithstanding anything contained herein, in
        every
        instance the Borrower shall be required to provide paper copies of the
        compliance certificates required by Section
        5.02(c) to
        the
        Administrative Agent. Except for such compliance certificates, the
        Administrative Agent shall have no obligation to request the delivery or
        to
        maintain copies of the documents referred to above, and in any event shall
        have
        no responsibility to monitor compliance by the Borrower with any such request
        for delivery, and each Lender shall be solely responsible for requesting
        delivery to it or maintaining its copies of such documents.

       

      SECTION
        5.03.    Litigation
        and Other Notices.

       

      Furnish
        to the Administrative Agent and each Lender prompt written notice of the
        following:

       

      (a)    any
        Event
        of Default or Default, specifying the nature and extent thereof and the
        corrective action (if any) proposed to be taken with respect
        thereto;

       

      (b)    the
        filing or commencement of, or any written notice of intention of any Person
        to
        file or commence, any action, suit or proceeding, whether at law or in equity
        or
        by or before any Governmental Authority, against the Borrower or any of the
        Subsidiaries which is reasonably likely to be adversely determined and which,
        if
        adversely determined, could reasonably be anticipated to result in a Material
        Adverse Effect; and

       

      (c)    any
        development with respect to the Borrower or any Subsidiary that has resulted
        in,
        or could reasonably be anticipated to result in, a Material Adverse
        Effect.

       

      SECTION
        5.04.    Maintaining
        Records.

       

      Maintain
        all financial records in accordance with GAAP and, upon reasonable notice,
        permit the Administrative Agent and each Lender to visit and inspect the
        financial records of the Borrower at reasonable times and as often as requested
        and to make extracts from and copies of such financial records, and permit
        any
        representatives designated by the Administrative Agent or any Lender to discuss
        the affairs, finances and condition of the Borrower with the appropriate
        officers thereof and, with the Borrower’s consent (which shall not be
        unreasonably withheld), the independent accountants therefor; provided,
        however,
        that if
        the Borrower shall so require, a single representative shall be appointed
        by
        Lenders holding at least 50% of the aggregate outstanding principal balance
        of
        the Loans to exercise the rights granted to the Lenders under this Section 5.04;
        provided,
        further,
        that
        when an Event of Default exists the Administrative Agent or any Lender may
        do
        any of the foregoing, upon reasonable notice, at any time during normal business
        hours (without appointment of a single representative by the
        Lenders).

       

      SECTION
        5.05.    Use
        of Proceeds.

       

      Use
        the
        proceeds of the Loans solely for the purposes specified in Section
        3.10
        hereof.

       

       

      
        
           

        

        
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      ARTICLE
        VI

       

      NEGATIVE
        COVENANTS

       

      The
        Borrower covenants and agrees with each Lender and the Administrative Agent
        that, so long as this Agreement shall remain in effect or the principal of
        or
        interest on any Loan (or any portion thereof), or any other expenses or amounts
        payable hereunder, shall be unpaid, it will not:

       

      SECTION
        6.01.    Liens;
        Restrictions on Sales of Receivables.

       

      Create,
        incur, assume, or suffer to exist, or permit any of the Principal Subsidiaries
        to create, incur, assume, or suffer to exist, any Lien on any of its property
        now owned or hereafter acquired to secure any Indebtedness of the Borrower
        or
        any such Principal Subsidiary, or sell or assign any accounts receivable
        (other
        than in the ordinary course of business substantially in accordance with
        the
        Borrower’s past practice), other than: (a) Liens incurred or deposits made
        in the ordinary course of business to secure surety and appeal bonds, leases,
        return-of-money bonds and other similar obligations (exclusive of obligations
        of
        the payment of borrowed money); (b) pledges or deposits to secure the
        utility obligations of the Borrower incurred in the ordinary course of business;
        (c) Liens upon or in property now owned or hereafter acquired to secure
        Indebtedness incurred solely for the purpose of financing the acquisition,
        construction or improvement of any property, provided
        that
        such
        Indebtedness shall not exceed the fair market value of the property being
        acquired, constructed or improved; (d) Liens on the assets of any Principal
        Subsidiary to secure the repayment of project financing for such Principal
        Subsidiary; (e) Liens on the assets of any Person merged or consolidated
        with or into (in accordance with Section 6.04)
        the
        Borrower or any Principal Subsidiary that were in effect at the time of such
        merger or consolidation; (f) Liens for taxes, assessments and governmental
        charges or levies, which are not yet due or are which are being contested
        in
        good faith by appropriate proceedings; (g) Liens securing Indebtedness of
        the Borrower or any Principal Subsidiary to the Rural Electrification
        Administration, the Rural Utilities Service or the Rural Telephone Bank (or
        any
        successor to any such agency); (h) carriers’, warehousemen’s, mechanics’,
        materialmen’s, repairmen’s, suppliers or other like Liens arising in the
        ordinary course of business relating to obligations not overdue for a period
        of
        more than 60 days or which are bonded or being contested in good faith by
        appropriate proceedings; (i) pledges or deposits in connection with
        workers’ compensation laws or similar legislation or to secure public or
        statutory obligations; (j) Liens incurred on deposits to secure the
        performance of bids, trade contracts, leases, statutory obligations, surety
        and
        appeal bonds, performance bonds and other obligations of a like nature incurred
        in the ordinary course of business; (k) easements, rights of way, restrictions
        and other encumbrances incurred which, in the aggregate, do not materially
        interfere with the ordinary conduct of business; (l) restrictions by
        Governmental Authorities on the operations, business or assets of the Borrower
        or its Subsidiaries that are customary in the Borrower’s and its Subsidiaries’
businesses; (m) sales of accounts receivable pursuant to, and Liens
        existing or deemed to exist in connection with, any Securitization Transactions,
        provided
        the
        aggregate amount of all such Securitization Transactions shall not at any
        time
        exceed $150,000,000; and (n) other Liens securing Indebtedness outstanding
        in an
        aggregate principal amount not to exceed $25,000,000; provided,
        however,
        that
        the Borrower or any Principal Subsidiary may create, incur, assume or suffer
        to
        exist other Liens (in addition to Liens excepted by the foregoing clauses
        (a)
        through (n)) on its assets so long as such Liens equally and ratably secure
        the
        Obligations pursuant to documentation in form and substance reasonably
        satisfactory to the Administrative Agent.

       

      SECTION
        6.02.    Ownership
        of the Principal Subsidiaries.

       

      Sell,
        assign, pledge, or otherwise transfer or dispose of any shares of common
        stock,
        voting stock, or stock convertible into voting or common stock of any Principal
        Subsidiary, except (a) to another Subsidiary, (b) in connection with
        an Asset Exchange; provided,
        however,
        that
        the Borrower may pledge any shares of common stock, voting stock, or stock
        convertible into voting or common stock of any Principal Subsidiary so long
        as
        such pledge equally and ratably secures the Obligations pursuant to
        documentation in form and substance reasonably satisfactory to the
        Administrative Agent.

       

       

      
        
           

        

        
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      SECTION
        6.03.    [Reserved].

       

      SECTION
        6.04.    Mergers.

       

      Merge
        or
        consolidate with, or sell, assign, lease, or otherwise dispose of (whether
        in
        one transaction or a series of transactions) all or substantially all of
        its
        assets (whether now owned or hereafter acquired), except in connection with
        an
        Asset Exchange, to any Person, or permit any Principal Subsidiary to do so,
        except that any Subsidiary may merge into or, subject to Section 6.03,
        transfer assets to the Borrower or any other Subsidiary and the Borrower
        may
        merge with any Person; provided
        that,
        immediately thereafter and after giving effect thereto, no event shall occur
        or
        be continuing which constitutes an Event of Default or a Default and, in
        the
        case of any such merger to which the Borrower is a party, either the Borrower
        is
        the surviving corporation or the surviving entity (if not the Borrower) has
        a
        consolidated net worth (as determined in accordance with GAAP) immediately
        subsequent to such merger at least equal to the Consolidated Net Worth of
        the
        Borrower immediately prior to such merger and expressly assumes the obligations
        of the Borrower hereunder; provided,
        however,
        that,
        notwithstanding the foregoing, the Borrower and any of the Principal
        Subsidiaries may sell assets in the ordinary course of its business and may
        sell
        or otherwise dispose of worn out or obsolete equipment on a basis consistent
        with good business practices.

       

      SECTION
        6.05.    Restrictions
        on Dividends.

       

      (a)    Enter
        into or permit any Principal Subsidiary to enter into, any contract or agreement
        (other than with a governmental regulatory authority having jurisdiction
        over
        the Borrower or such Principal Subsidiary) restricting the ability of such
        Principal Subsidiary to pay dividends or make distributions to the Borrower
        in
        any manner that would impair the ability of the Borrower to meet its present
        and
        future obligations hereunder.

       

      (b)    In
        the
        case of the Borrower only, declare or make, directly or indirectly, any
        Restricted Payment, or incur any obligation (contingent or otherwise) to
        do so,
        in each case if any Event of Default has occurred and is continuing at the
        time
        of such action or will result therefrom (but excluding the payment of dividends
        declared and announced by the Board of Directors at a time when no Event
        of
        Default existed).

       

      SECTION
        6.06.    Transactions
        with Affiliates.

       

      Except
        in
        connection with an Asset Exchange, sell or transfer any property or assets
        to,
        or purchase or acquire any property or assets from, or otherwise engage in
        any
        other transactions with, any of its Affiliates, except that as long as no
        Default or Event of Default shall have occurred and be continuing, the Borrower
        or any Subsidiary may engage in any of the foregoing transactions (i) in
        the
        ordinary course of business at prices and on terms and conditions not less
        favorable to the Borrower or such Subsidiary than could be obtained on an
        arm’s-length basis from unrelated third parties, (ii) as otherwise may be
        required by any Federal or state Governmental Authority, or (iii) so long
        as
        such transactions are not materially disadvantageous to the
        Borrower.

       

       

      
        
           

        

        
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      SECTION
        6.07.    Financial
        Ratio.

       

      Permit
        the Leverage Ratio on any date prior to the Maturity Date to be greater than
        4.5:1.

       

      SECTION
        6.08.    Guarantees.

       

      Permit
        any Subsidiary to enter into, directly or indirectly, any Guarantee of any
        Indebtedness of the Borrower or any Subsidiary unless the Obligations are
        Guaranteed on a pari passu basis pursuant to documentation in form and substance
        reasonably satisfactory to the Administrative Agent, except (i) any Guarantee
        in
        effect at the time such Subsidiary becomes a Subsidiary of the Borrower,
        so long
        as such Guarantee was not entered into solely in contemplation of such Person
        becoming a Subsidiary of the Borrower, (ii) any Guarantee in effect as of
        the
        Effective Date that is listed on Schedule
        6.08,
        and
        (iii) additional Guarantees aggregating not more than $25,000,000 at any
        one
        time outstanding.

       

      ARTICLE
        VII

       

      EVENTS
        OF DEFAULT

       

      SECTION
        7.01.    Events
        of Default.

       

      In
        case
        of the happening of any of the following events (“Events
        of Default”):

       

      (a)    any
        representation or warranty made or deemed made in or in connection with this
        Agreement or any Loan Document or the Borrowings hereunder or thereunder,
        or any
        representation, warranty, statement, or information contained in any written
        report, certificate, financial statement, or other instrument furnished in
        connection with or pursuant to this Agreement or any Loan Document, shall
        prove
        to have been false or misleading in any material respect when so made, deemed
        made, or furnished;

       

      (b)    default
        shall be made in the payment of any principal of any Loan (or any portion
        thereof) when and as the same shall become due and payable, whether at the
        due
        date thereof or at a date fixed for prepayment thereof or by acceleration
        thereof or otherwise;

       

      (c)    default
        shall be made in the payment of any interest on any Loan (or any portion
        thereof), or any Fee or any other amount (other than an amount referred to
        in
(b)
        above)
        due hereunder, when and as the same shall become due and payable, and such
        default shall continue unremedied for a period of five Business
        Days;

       

      (d)    default
        shall be made in the due observance or performance of any covenant, condition,
        or agreement contained in Section 5.01(f)
        or
Section 5.05
        or in
Article
        VI;

       

      (e)    default
        shall be made in the due observance or performance of any covenant, condition,
        or agreement contained herein or any other Loan Document (other than those
        specified in (b),
        (c), or
        (d)
        above)
        and such default shall continue unremedied for a period of 30 days after
        the
        earlier to occur of (i) the Borrower obtaining knowledge thereof and (ii)
        the
        date that written notice thereof shall have been given to the Borrower by
        the
        Administrative Agent or any Lender;

       

      (f)    an
        involuntary proceeding shall be commenced or an involuntary petition shall
        be
        filed in a court of competent jurisdiction seeking (i) relief in respect
        of the
        Borrower or any Principal Subsidiary, or of a substantial part of the property
        or assets of the Borrower or a Principal Subsidiary, under Title 11 of the
        United States Code, as now constituted or hereafter amended, or any other
        Federal or state bankruptcy, insolvency, receivership, or similar law, (ii)
        the
        appointment of a receiver, trustee, custodian, sequestrator, conservator,
        or
        similar official for the Borrower or any Principal Subsidiary or for a
        substantial part of the property or assets of the Borrower or a Principal
        Subsidiary, or (iii) the winding-up or liquidation of the Borrower or any
        Principal Subsidiary; and such proceeding or petition shall continue undismissed
        for 60 days or an order or decree approving or ordering any of the foregoing
        shall be entered;

       

       

      
        
           

        

        
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      (g)    the
        Borrower or any Principal Subsidiary shall (i) voluntarily commence any
        proceeding or file any petition seeking relief under Title 11 of the United
        States Code, as now constituted or hereafter amended, or any other Federal
        or
        state bankruptcy, insolvency, receivership, or similar law, (ii) consent
        to the
        institution of, or fail to contest in a timely and appropriate manner, any
        proceeding or the filing of any petition described in (f)
        above,
        (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
        sequestrator, conservator, or similar official for the Borrower or any Principal
        Subsidiary or for a substantial part of the property or assets of the Borrower
        or any Principal Subsidiary, (iv) file an answer admitting the material
        allegations of a petition filed against it in any such proceeding, (v) make
        a
        general assignment for the benefit of creditors, (vi) become unable, admit
        in
        writing its inability, or fail generally to pay its debts as they become
        due, or
        (vii) take any action for the purpose of effecting any of the
        foregoing;

       

      (h)    the
        Borrower or any Principal Subsidiary, as the case may be, fails to pay when
        due,
        or within any grace period applicable thereto by the terms thereof, any
        Indebtedness of the Borrower or any Principal Subsidiary aggregating $50,000,000
        or more;

       

      (i)    the
        Borrower or any Principal Subsidiary shall fail to observe or perform any
        covenant or agreement contained in any single agreement or instrument relating
        to any Indebtedness in excess of (x) $75,000,000 in the aggregate, with respect
        to any Indebtedness issued on a tax-exempt basis, and (y) $50,000,000 in
        the
        aggregate, with respect to all other Indebtedness, in each case within any
        applicable grace period, or any other event shall occur if the effect of
        such
        failure or other event is to accelerate, or to permit the holder of such
        Indebtedness or any other Person to accelerate, the maturity of such
        Indebtedness; or any such Indebtedness shall be required to be prepaid (other
        than by a regularly scheduled required prepayment, pursuant to any put right
        (or
        similar right) of the holder thereof, or by the exercise by the Borrower
        or such
        Principal Subsidiary of its right to make a voluntary prepayment) in whole
        or in
        part prior to its stated maturity; or there occurs under any Swap Contract
        an
        Early Termination Date (as defined in such Swap Contract) resulting from
        (A) any
        event of default under such Swap Contract as to which the Borrower or any
        Principal Subsidiary is the Defaulting Party (as defined in such Swap Contract)
        or (B) any Termination Event (as so defined) under such Swap Contract as
        to
        which the Borrower or any Principal Subsidiary is an Affected Party (as so
        defined) and, in either event, the Swap Termination Value owed by the Borrower
        or such Subsidiary as a result thereof is greater than $50,000,000;

       

      (j)    a
        judgment or order for the payment of money in excess of $50,000,000 and having
        a
        Material Adverse Effect shall be rendered against the Borrower or any of
        the
        Subsidiaries and such judgment or order shall continue unsatisfied (in the
        case
        of a money judgment) and in effect for a period of 30 days during which
        execution shall not be effectively stayed or deferred (whether by action
        of a
        court, by agreement, or otherwise);

       

      (k)    a
        Plan
        shall fail to maintain the minimum funding standard required by Section 412(a)
        of the Code for any plan year or a waiver of such standard is sought or granted
        under Section 412(d), or, upon the effectiveness of Title I of the Pension
        Protection Act, a “funding shortfall” within the meaning of Section 430 of the
        Code has occurred, or a Plan is or shall have been terminated or the subject
        of
        termination proceedings under ERISA, or the Borrower or an ERISA Affiliate
        has
        incurred a liability to or on account of a Plan under Section 4062, 4063,
        4064,
        4201 or 4204 of ERISA, and there shall result from any such event or events
        a
        Material Adverse Effect; or

       

       

      
        
           

        

        
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      (l)    there
        shall have occurred a Change in Control;

       

      then,
        and
        in every such event (other than an event with respect to the Borrower described
        in paragraph (f)
        or
(g)
        above),
        and at any time thereafter during the continuance of such event, the
        Administrative Agent, at the request of the Required Lenders, shall, by notice
        to the Borrower, take either or both of the following actions, at the same
        or
        different times: (i) terminate forthwith the Commitments, (ii) declare the
        Loans
        then outstanding to be forthwith due and payable in whole or in part, whereupon
        the principal of the Loans so declared to be due and payable, together with
        accrued interest thereon and any unpaid accrued Fees and all other liabilities
        of the Borrower accrued hereunder, shall become forthwith due and payable,
        without presentment, demand, protest, or any other notice of any kind, all
        of
        which are hereby expressly waived by the Borrower, anything contained herein
        to
        the contrary notwithstanding; and in any event with respect to the Borrower
        described in paragraph (f)
        or
(g)
        above,
        the Commitments shall automatically terminate and the principal of the Loans
        then outstanding, together with accrued interest thereon and any unpaid accrued
        Fees and all other liabilities of the Borrower accrued hereunder shall
        automatically become due and payable, in each case without further act of
        the
        Administrative Agent or any Lender and without presentment, demand, protest,
        or
        any other notice of any kind, all of which are hereby expressly waived by
        the
        Borrower, anything contained herein to the contrary
        notwithstanding.

       

      SECTION
        7.02.    Application
        of Funds.

       

      After
        the
        exercise of remedies provided for in Section
        7.01 (or
        after
        the Loans have automatically become immediately due and payable as set forth
        in
Section
        7.01,
        any
        amounts received on account of the Obligations shall be applied by the
        Administrative Agent in the following order:

       

      First,
        to
        payment of that portion of the Obligations constituting fees, indemnities,
        expenses and other amounts (including fees, charges and disbursements of
        counsel
        to the Administrative Agent and amounts payable under Section
        2.19)
        payable
        to the Administrative Agent in its capacity as such;

       

      Second,
        to
        payment of that portion of the Obligations constituting fees, indemnities
        and
        other amounts (other than principal and interest) payable to the Lenders
        (including fees, charges and disbursements of counsel to the respective Lenders
        and amounts payable under Sections
        2.15
        and
2.19),
        ratably among them in proportion to the amounts described in this clause
        Second
        payable
        to them;

       

      Third,
        to
        payment of that portion of the Obligations constituting accrued and unpaid
        interest on the Loans, and other Obligations, ratably among the Lenders in
        proportion to the respective amounts described in this clause Third
        payable
        to them;

       

      Fourth,
        to
        payment of that portion of the Obligations constituting unpaid principal
        of the
        Loans ratably among the Lenders in proportion to the respective amounts
        described in this clause Fourth
        held by
        them; and

       

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

    

     

    ARTICLE
      VIII

     

    THE
      ADMINISTRATIVE AGENT

     

    In
      order
      to expedite the transactions contemplated by this Agreement, Citicorp is hereby
      appointed to act as Administrative Agent on behalf of the Lenders. Each of
      the
      Lenders and each Transferee by its agreement to be bound hereby, irrevocably
      authorizes the Administrative Agent to take such actions on behalf of such
      Lender or Transferee and to exercise such powers as are specifically delegated
      to the Administrative Agent by the terms and provisions hereof, together with
      such actions and powers as are reasonably incidental thereto. The Administrative
      Agent is hereby expressly authorized by the Lenders, without hereby limiting
      any
      implied authority, (a) to receive on behalf of the Lenders all payments of
      principal of and interest on the Loans and all other amounts due to the Lenders
      hereunder, and promptly to distribute to each Lender its proper share of each
      payment so received; (b) to promptly give notice on behalf of each of the
      Lenders to the Borrower of any Event of Default specified in this Agreement
      of
      which the Administrative Agent has actual knowledge acquired in connection
      with
      its agency hereunder; and (c) to distribute to each Lender copies of all
      notices, financial statements and other materials delivered by the Borrower
      pursuant to this Agreement as received by the Administrative Agent.

     

     

    
      
         

      

      
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    Neither
      the Administrative Agent nor any of its directors, officers, employees, or
      agents shall be liable as such for any action taken or omitted by any of them,
      except for its or his own gross negligence or willful misconduct, or be
      responsible for any statement, warranty, or representation herein or the
      contents of any document delivered in connection herewith, or be required to
      ascertain or to make any inquiry concerning the performance or observance by
      the
      Borrower of any of the terms, conditions, covenants, or agreements contained
      herein. The Administrative Agent shall not be responsible to the Lenders or
      any
      Transferee for the due execution, genuineness, validity, enforceability, or
      effectiveness of this Agreement or any other instruments or agreements. The
      Administrative Agent may deem and treat each Lender party hereto as a “Lender”
hereunder and for all purposes hereof until it shall have received notice,
      given
      as provided herein, of the assignment of all of such Lender’s rights and
      obligations hereunder. The Administrative Agent shall in all cases be fully
      protected in acting, or refraining from acting, in accordance with written
      instructions signed by the Required Lenders (or such other number of Lenders
      as
      is expressly required hereby with respect to such action or inaction) and,
      except as otherwise specifically provided herein, such instructions and any
      action or inaction pursuant thereto shall be binding on all the Lenders and
      each
      Transferee. The Administrative Agent shall, in the absence of knowledge to
      the
      contrary, be entitled to rely on any instrument or document believed by it
      in
      good faith to be genuine and correct and to have been signed or sent by the
      proper Person or Persons. Neither the Administrative Agent nor any of its
      directors, officers, employees, or agents shall have any responsibility to
      the
      Borrower on account of the failure of or delay in performance or breach by
      any
      Lender of any of its obligations hereunder or to any Lender on account of the
      failure of or delay in performance or breach by any other Lender or the Borrower
      of any of their respective obligations hereunder or in connection herewith.
      The
      Administrative Agent may execute any and all duties hereunder by or through
      agents or employees and shall be entitled to rely upon the advice of legal
      counsel selected by it with respect to all matters arising hereunder and shall
      not be liable for any action taken or suffered in good faith by it in accordance
      with the advice of such counsel.

     

    The
      Lenders hereby acknowledge that the Administrative Agent shall be under no
      duty
      to take any discretionary action permitted to be taken by it pursuant to the
      provisions of this Agreement unless it shall be requested in writing to do
      so by
      the Required Lenders.

     

    The
      Administrative Agent may resign at any time by giving written notice thereof
      to
      the Lenders and the Borrower, provided,
      however,
      such
      resignation shall not become effective until a successor Administrative Agent
      has been appointed as set forth below. Upon any such resignation, the Required
      Lenders shall have the right to appoint a successor Administrative Agent. If
      no
      successor Administrative Agent shall have been so appointed by the Required
      Lenders, and shall have accepted such appointment, within 30 days after the
      retiring Administrative Agent’s giving of notice of resignation, then the
      retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
      Administrative Agent, selected from among the Lenders. In either case, such
      appointment shall be subject to the prior written approval of the Borrower
      (which approval may not be unreasonably withheld and shall not be required
      upon
      the occurrence and during the continuance of an Event of Default). Upon the
      acceptance of any appointment as Administrative Agent by a successor
      Administrative Agent, such successor Administrative Agent shall succeed to,
      and
      become vested with, all the rights, powers, privileges and duties of the
      retiring Administrative Agent, and the retiring Administrative Agent shall
      be
      discharged from its duties and obligations under this Agreement and the other
      Loan Documents. Prior to any retiring Administrative Agent’s resignation
      hereunder as Administrative Agent, the retiring Administrative Agent shall
      take
      such action as may be reasonably necessary to assign to the successor
      Administrative Agent its rights as Administrative Agent under the Loan
      Documents. After such resignation, the retiring Administrative Agent shall
      continue to have the benefit of this Article
      VIII
      as to
      any actions taken or omitted to be taken by it while it was Administrative
      Agent
      under this Agreement and the other Loan Documents.

     

     

    
      
         

      

      
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    With
      respect to the Loans made by it hereunder, the Administrative Agent in its
      individual capacity and not as Administrative Agent shall have the same rights
      and powers as any other Lender and may exercise the same as though it were
      not
      the Administrative Agent, and the Administrative Agent and its Affiliates may
      accept deposits from, lend money to and generally engage in any kind of business
      with the Borrower or any Subsidiary or other Affiliate thereof as if it were
      not
      the Administrative Agent.

     

    Each
      Lender agrees (i) to reimburse the Administrative Agent, on demand, in the
      amount of its pro
      rata share
      (based on its Commitment hereunder or, if the Commitments shall have terminated,
      based on its outstanding Loans hereunder) of any expenses incurred for the
      benefit of the Lenders by the Administrative Agent, including reasonable counsel
      fees and compensation of agents and employees paid for services rendered on
      behalf of the Lenders, which shall not have been reimbursed by the Borrower,
      and
      (ii) to indemnify and hold harmless the Administrative Agent and any of its
      directors, officers, employees, or agents, on demand, in the amount of such
      pro
      rata share,
      from and against any and all liabilities, taxes, obligations, losses, damages,
      penalties, actions, judgments, suits, cost, expenses, or disbursements of any
      kind or nature whatsoever which may be imposed on, incurred by, or asserted
      against it in its capacity as the Administrative Agent or any of them in any
      way
      relating to or arising out of this Agreement or any action taken or omitted
      by
      it or any of them under this Agreement, to the extent the same shall not have
      been indemnified by the Borrower; provided
      that no
      Lender shall be liable to the Administrative Agent or any of them for any
      portion of such liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, costs, expenses, or disbursements resulting from the gross
      negligence or willful misconduct of the Administrative Agent or any of its
      directors, officers, employees, or agents.

     

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

     

    None
      of
      the Lenders identified on the facing page or signature pages of this Agreement,
      if any, as a “syndication agent” or “co-documentation agent” shall have any
      right, power, obligation, liability, responsibility or duty under this Agreement
      other than those applicable to all Lenders as such. Without limiting the
      foregoing, none of the Lenders so identified, if any, as a “syndication agent”
or “documentation agent” shall have or be deemed to have any fiduciary
      relationship with any Lender. Each Lender acknowledges that it has not relied,
      and will not rely, on any of the Lenders so identified in deciding to enter
      into
      this Agreement or in taking or not taking action hereunder.

     

     

    
      
         

      

      
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    ARTICLE
      IX

     

    MISCELLANEOUS

     

    SECTION
      9.01.    Notices.

     

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

     

    (i)    if
      to the
      Borrower or the Administrative Agent, to the address, telecopier number,
      electronic mail address or telephone number specified for such Person on
Schedule
      9.01;
      and

     

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

     

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

     

    (b)    Electronic
      Communications.
      (i) The
      Borrower and each Lender agree, and the Borrower shall cause each Subsidiary
      who
      executes a Guaranty Agreement to agree, that the Administrative Agent may,
      but
      shall not be obligated to, make the Approved Electronic Communications and
      any
      other notices excluded from the definition of “Approved
      Electronic Communications”
      available to the Lenders by posting such Approved Electronic Communications
      on
      IntraLinksTM or a substantially similar electronic platform chosen by the
      Administrative Agent to be its electronic transmission system (the “Approved
      Electronic Platform”).

     

    (ii)    Although
      the Approved Electronic Platform and its primary web portal are secured with
      generally-applicable security procedures and policies implemented or modified
      by
      the Administrative Agent from time to time (including, as of the Effective
      Date,
      a dual firewall and a User ID/Password Authorization System) and the Approved
      Electronic Platform is secured through a single-user-per-deal authorization
      method whereby each user may access the Approved Electronic Platform only on
      a
      deal-by-deal basis, the Borrower and each Lender acknowledges and agrees, and
      the Borrower shall cause each Subsidiary that executes a Guaranty Agreement
      to
      acknowledge and agree, that the distribution of material through an electronic
      medium is not necessarily secure and that there are confidentiality and other
      risks associated with such distribution. In consideration for the convenience
      and other benefits afforded by such distribution and for the other consideration
      provided hereunder, the receipt and sufficiency of which is hereby acknowledged,
      the Borrower and each Lender hereby approves, and the Borrower shall cause
      each
      Subsidiary that executes a Guaranty Agreement to approve, distribution of the
      Approved Electronic Communications through the Approved Electronic
      Platform.

     

     

    
      
         

      

      
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    (b)    THE
      APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE
      PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT OR ANY OF
      ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
      AGENTS, ADVISORS OR REPRESENTATIVES (THE “AGENT
      AFFILIATES”)
      WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC
      COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS
      LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE
      APPROVED ELECTRONIC 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 AFFILIATES
      IN
      CONNECTION WITH THE APPROVED ELECTRONIC PLATFORM OR THE APPROVED ELECTRONIC
      COMMUNICATIONS.

     

    (c)    The
      Borrower and each Lender agrees, and the Borrower shall cause each Subsidiary
      that executes a Guaranty Agreement to agree, that the Administrative Agent
      may,
      but (except as may be required by applicable law) shall not be obligated to,
      store the Approved Electronic Communications on the Approved Electronic Platform
      in accordance with the Administrative Agent’s generally-applicable document
      retention procedures and policies.

     

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

     

    (c)    Change
      of Address, Etc.
      Each of
      the Borrower and the Administrative Agent may change its address, telecopier
      or
      telephone number for notices and other communications hereunder by notice to
      the
      other parties hereto. Each other Lender may change its address, telecopier
      or
      telephone number for notices and other communications hereunder by notice to
      the
      Borrower and the Administrative Agent.

     

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

     

    SECTION
      9.02.    Survival
      of Agreement.

     

    All
      covenants, agreements, representations and warranties made by the Borrower
      herein and in the certificates or other instruments prepared or delivered in
      connection with or pursuant to this Agreement shall be considered to have been
      relied upon by the Lenders and shall survive the making by the Lenders of the
      Loans, regardless of any investigation made by the Lenders or on their behalf,
      and shall continue in full force and effect as long as the principal of or
      any
      accrued interest on any Loan or any Fee or any other amount payable under this
      Agreement is outstanding and unpaid or so long as the Commitments have not
      been
      terminated.

     

     

    
      
         

      

      
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    SECTION
      9.03.    Binding
      Effect.

     

    This
      Agreement shall become effective when it shall have been executed by the
      Borrower and the Administrative Agent and when the Administrative Agent shall
      have received copies hereof which, when taken together, bear the signatures
      of
      each Lender, and thereafter shall be binding upon and inure to the benefit
      of
      the Borrower, the Administrative Agent and each Lender and their respective
      successors and assigns, except that the Borrower shall not have the right to
      assign its rights hereunder or any interest herein without the prior consent
      of
      all the Lenders.

     

    SECTION
      9.04.    Successors
      and Assigns.

     

    (a)    Whenever
      in this Agreement any of the parties hereto is referred to, such reference
      shall
      be deemed to include the successors and assigns of such party; and all
      covenants, promises and agreements by or on behalf of the Borrower, the
      Administrative Agent or the Lenders that are contained in this Agreement shall
      bind and inure to the benefit of their respective successors and assigns
      permitted hereby, except that the Borrower may not assign or otherwise transfer
      any of its rights or obligations hereunder without the prior written consent
      of
      the Administrative Agent and each Lender and no Lender may assign or otherwise
      transfer any of its rights or obligations hereunder except (i) to an Eligible
      Assignee in accordance with the provisions of subsection (b)
      of this
      Section, (ii)
      by way
      of participation in accordance with the provisions of subsection (d)
      of this
      Section, or (iii)
      by
      way of
      pledge or assignment of a security interest subject to the restrictions of
      subsection (f)
      of
      this
      Section (and any other attempted assignment or transfer by any party hereto
      shall be null and void). Nothing in this Agreement, expressed or implied, shall
      be construed to confer upon any Person (other than the parties hereto, their
      respective successors and assigns permitted hereby, Participants to the extent
      provided in subsection (d)
      of this
      Section and, to the extent expressly contemplated hereby, the Administrative
      Agent, the Lenders and each of their respective Affiliates and the partners,
      directors, officers, employees, agents and advisors of such Person and of such
      Person’s Affiliates) any legal or equitable right, remedy or claim under or by
      reason of this Agreement.

     

    (b)    Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Loans); provided
      that

     

    (i)    except
      in
      the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment and the Loans at the time owing to it or in the case of an
      assignment to a Lender or an Affiliate of a Lender, (x) the aggregate amount
      of
      the available Commitment and the principal outstanding balance of the Loans
      of
      the assigning Lender subject to each such assignment, determined as of the
      date
      the Assignment and Assumption with respect to such assignment is delivered
      to
      the Administrative Agent or, if “Trade Date” is specified in the Assignment and
      Assumption, as of the Trade Date, shall not be less than $1,000,000, and (y)
      the
      aggregate amount of the available Commitment and the principal outstanding
      balance of the Loans of the assigning Lender immediately after the effectiveness
      of such assignment, shall not be less than $1,000,000;

     

     

    
      
         

      

      
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    (ii)    each
      partial assignment shall be made as an assignment of a proportionate part of
      all
      the assigning Lender’s rights and obligations under this Agreement with respect
      to the Loans or the Commitment assigned;

     

    (iii)    any
      assignment of a Commitment must be approved by the Administrative Agent unless
      the Person that is the proposed assignee is itself a Lender (whether or not
      the
      proposed assignee would otherwise qualify as an Eligible Assignee);
      and

     

    (iv)    the
      parties to each assignment shall execute and deliver to the Administrative
      Agent
      an Assignment and Assumption, together with a processing and recordation fee
      of
      $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver
      to
      the Administrative Agent an Administrative Questionnaire.

     

    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      subsection (c)
      of this
      Section, from and after the effective date specified in each Assignment and
      Assumption, the Eligible Assignee thereunder shall be a party to this Agreement
      and, to the extent of the interest assigned by such Assignment and Assumption,
      have the rights and obligations of a Lender under this Agreement, and the
      assigning Lender thereunder shall, to the extent of the interest assigned by
      such Assignment and Assumption, be released from its obligations under this
      Agreement (and, in the case of an Assignment and Assumption covering all of
      the
      assigning Lender’s rights and obligations under this Agreement, such Lender
      shall cease to be a party hereto) but shall continue to be entitled to the
      benefits of Sections
      2.13,
      2.15,
      2.19,
      and
9.05
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment. Upon request, the Borrower (at its expense) shall execute and
      deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
      of
      rights or obligations under this Agreement that does not comply with this
      subsection shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      subsection (d)
      of this
      Section.

     

    (c)    The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitment of, and principal
      amount of the Loans owing to, each Lender pursuant to the terms hereof from
      time
      to time (the “Register”).
      The
      Administrative Agent shall also record in the Register the then scheduled
      Maturity Date and shall update the Register from time to time upon any change
      in
      a Lender’s Commitment and Loans pursuant to the terms of this Agreement. The
      entries in the Register shall be conclusive in the absence of manifest error,
      and the Borrower, the Administrative Agent and the Lenders may treat each Person
      whose name is recorded in the Register pursuant to the terms hereof as a Lender
      hereunder for all purposes of this Agreement. The Register shall be available
      for inspection by the Borrower and any Lender, at any reasonable time and from
      time to time upon reasonable prior notice.

     

    (d)    Any
      Lender may at any time, without the consent of, or notice to, the Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “Participant”)
      in all
      or a portion of such Lender’s rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it);
      provided
      that
      (i) such
      Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrower, the Administrative
      Agent
      and the Lenders shall continue to deal solely and directly with such Lender
      in
      connection with such Lender’s rights and obligations under this
      Agreement.

     

     

    
      
         

      

      
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    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided
      that
      such
      agreement or instrument may provide that such Lender will not, without the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section
      9.08(b)
      that
      affects such Participant. Subject to subsection (e)
      of this
      Section, the Borrower agrees that each Participant shall be entitled to the
      benefits of Sections
      2.13,
      2.15
      and
2.19
      to the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection
      (b)
of
      this
      Section. To the extent permitted by law, each Participant also shall be entitled
      to the benefits of Section
      9.05 as
      though
      it were a Lender, provided
      such
      Participant agrees to be subject to Section
      2.16
      as
      though it were a Lender.

     

    (e)    A
      Participant shall not be entitled to receive any greater payment under
Sections
      2.13,
      2.15
      and
2.19
      than the
      applicable Lender would have been entitled to receive with respect to the
      participation sold to such Participant, unless the sale of the participation
      to
      such Participant is made with the Borrower’s prior written consent. A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section
      2.19
      unless
      the Borrower is notified of the participation sold to such Participant and
      such
      Participant agrees, for the benefit of the Borrower, to comply with Section 2.19(f)
      as
      though
      it were a Lender.

     

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

     

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

     

    SECTION
      9.05.    Expenses;
      Indemnity.

     

    (a)    The
      Borrower agrees to pay (i) all reasonable legal fees and disbursements incurred
      by the Administrative Agent in connection with the preparation of this Agreement
      (including reasonable fees and disbursements of counsel subject to limits agreed
      to by the Administrative Agent and the Borrower) and (ii) all out-of-pocket
      expenses incurred by the Administrative Agent and any Lender in connection
      with
      any amendments, modifications or waivers of the provisions hereof or thereof
      or
      incurred by the Administrative Agent or any Lender in connection with the
      enforcement or protection of their rights in connection with this
      Agreement.

     

    
      (b)    The
        Borrower agrees to indemnify the Administrative Agent, each Lender and each
        of
        their respective directors, officers, employees, Affiliates and agents (each
        such Person being called an “Indemnitee”)
        against, and to hold each Indemnitee harmless from, any and all losses, claims,
        damages, liabilities and related expenses, including reasonable counsel fees
        and
        expenses, incurred by or asserted against any Indemnitee arising out of,
        (i) any
        Loan or the use or proposed use of the proceeds therefrom or (ii) any claim,
        litigation, investigation, or proceeding relating to this Agreement, any
        Loan or
        the use or proposed use of the proceeds therefrom or the transactions
        contemplated hereby, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be
        available to the extent that such losses, claims, damages, liabilities, or
        related expenses are determined by a court of competent jurisdiction by final
        and nonappealable judgment to have resulted from the gross negligence or
        willful
        misconduct of such Indemnitee. Each Lender shall notify the Borrower promptly
        after it determines that it will make a claim for indemnification under this
        Section
        9.05(b).
        The
        Borrower shall be entitled to participate in the defense of the litigation,
        investigation, or proceeding giving rise to such claim with counsel satisfactory
        to the applicable Indemnitee in the exercise of its reasonable
        judgment;

       

       

      
        
           

        

        
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      provided,
        however,
        that
        any such participation in such defense shall be conducted by the Borrower
        and at
        the Borrower’s expense and in a manner considered by such Indemnitee to be
        satisfactory and effective to protect against such claim without causing
        damage
        to the conduct of, or affecting such Indemnitee’s control of, such Indemnitee’s
        defense. The Borrower shall inform such Indemnitee of its intention to
        participate in the defense of such claim within 15 days after receipt of
        notice
        thereof from such Indemnitee. In the case of an investigation, litigation
        or
        proceeding to which the indemnity in this section applies, such indemnity
        shall
        be effective whether or not such investigation, litigation or proceeding
        is
        brought by the Borrower, the Borrower’s equity holders or creditors or an
        Indemnitee, whether or not an Indemnitee is otherwise a party thereto and
        whether or not the transactions contemplated hereby are consummated. The
        Borrower further agrees that no Indemnitee shall have any liability (whether
        direct or indirect, in contract or tort or otherwise) to the Borrower or
        its
        Subsidiaries or Affiliates or their respective equity holders or creditors
        arising out of, related to or in connection with any aspect of the transactions
        contemplated hereby, except to the extent of direct, as opposed to special,
        indirect, consequential or punitive, damages determined in a final nonappealable
        judgment by a court of competent jurisdiction to have resulted from such
        Indemnitee’s gross negligence or willful misconduct.

    

     

    (c)     The
      provisions of this Section 9.05
      shall
      remain operative and in full force and effect regardless of the expiration
      of
      the term of this Agreement, the consummation of the transactions contemplated
      hereby, the repayment of any of the Loans, the invalidity or unenforceability
      of
      any term or provision of this Agreement, or any investigation made by or on
      behalf of the Administrative Agent or any Lender. All amounts due under this
      Section 9.05
      shall be
      payable on written demand therefor.

     

    SECTION
      9.06.    Right
      of Setoff.

     

    If
      an
      Event of Default shall have occurred and be continuing, each Lender and each
      Affiliate of a 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
      (general or special, time or demand, provisional or final) at any time held
      and
      other indebtedness at any time owing by such Person to or for the credit or
      the
      account of the Borrower against any of and all the obligations of the Borrower
      now or hereafter existing under this Agreement held by such Lender or its
      Affiliates, irrespective of whether or not such Lender shall have made any
      demand under this Agreement and although such obligations may be unmatured.
      The
      rights of each Lender under this Section are in addition to other rights
      and remedies (including other rights of setoff) which such Lender may
      have.

     

    SECTION
      9.07.    Applicable
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    SECTION
      9.08.    Waivers;
      Amendment.

     

    (a)    No
      failure or delay of the Administrative Agent or any Lender in exercising any
      power or right hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such right or power, or any abandonment or
      discontinuance of steps to enforce such a right or power, preclude any other
      or
      further exercise thereof or the exercise of any other right or power. The rights
      and remedies of the Administrative Agent and the Lenders hereunder are
      cumulative and are not exclusive of any rights or remedies which they would
      otherwise have. No waiver of any provision of this Agreement or consent to
      any
      departure by the Borrower therefrom shall in any event be effective unless
      the
      same shall be permitted by paragraph (b) below, and then such waiver or consent
      shall be effective only in the specific instance and for the purpose for which
      given. No notice or demand on the Borrower in any case shall entitle the
      Borrower to any other or further notice or demand in similar or other
      circumstances.

     

     

    
      
         

      

      
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    (b)    Neither
      this Agreement nor any provision hereof may be waived, amended, or modified
      except pursuant to an agreement or agreements in writing entered into by the
      Borrower and the Required Lenders; provided,
      however,
      that no
      such agreement shall (i) decrease the principal amount of, or extend the
      maturity of or any scheduled principal payment date or date for the payment
      of
      any interest on, any Loan, or waive or excuse any such payment or any part
      thereof, or decrease the rate of interest on any Loan, without the prior written
      consent of each affected Lender, or (ii) amend or modify the provisions of
      Section 2.16,
      the
      provisions of this Section or the definition of “Required Lenders”, without the
      prior written consent of each Lender; (iii) change Section
      2.16
      or
Section
      7.02
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each affected Lender; or (iv) release all or
      substantially all of the Subsidiaries party to any Guaranty Agreement from
      their
      obligations thereunder (except as expressly provided therein), or limit the
      liability of such Subsidiaries thereunder, without the written consent of each
      Lender; provided
      further
      that (A)
      no amendment, waiver or consent shall, unless in writing and signed by the
      Administrative Agent in addition to the Lenders required above, affect the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document; and
      (B)
      the Fee
      Letter may be amended, or rights or privileges thereunder waived, in a writing
      executed only by the parties thereto. Notwithstanding anything to the contrary
      herein, no Defaulting Lender shall have any right to approve or disapprove
      any
      amendment, waiver or consent hereunder, except that the Commitment of such
      Lender may not be increased or extended without
      the consent of such Lender. Each Lender shall be bound by any waiver, amendment,
      or modification authorized by this Section, and any consent by any Lender
      pursuant to this Section shall bind any Transferee of its rights and obligations
      hereunder.

     

    SECTION
      9.09.    Interest
      Rate Limitation.

     

    Notwithstanding
      anything herein to the contrary, if at any time the applicable interest rate,
      together with all fees and charges which are treated as interest under
      applicable law (collectively, the “Charges”),
      as
      provided for herein or in any other document executed in connection herewith,
      or
      otherwise contracted for, charged, received, taken, or reserved by any Lender,
      shall exceed the maximum lawful rate (the “Maximum
      Rate”)
      which
      may be contracted for, charged, taken, received, or reserved by such Lender
      in
      accordance with applicable law, the rate of interest payable to such Lender,
      together with all Charges payable to such Lender, shall be limited to the
      Maximum Rate.

     

    SECTION
      9.10.    Entire
      Agreement.

     

    This
      Agreement constitutes the entire contract between the parties relative to the
      subject matter hereof. Any previous agreement among the parties with respect
      to
      the subject matter hereof is superseded by this Agreement. Nothing in this
      Agreement, expressed or implied, is intended to confer upon any party other
      than
      the parties hereto and thereto any rights, remedies, obligations, or liabilities
      under or by reason of this Agreement.

     

    SECTION
      9.11.    Waiver
      of Jury Trial.

     

    EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
      OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      OTHER AGREEMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH.
      EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY
      OF
      ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
      WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
      AND
      (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER
      INTO THIS AGREEMENT AND, IF APPLICABLE, ANY OTHER AGREEMENT OR INSTRUMENT
      EXECUTED AND DELIVERED IN CONNECTION HEREWITH, BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
      9.11.

     

     

    
      
         

      

      
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    SECTION
      9.12.    Severability.

     

    In
      the
      event any one or more of the provisions contained in this Agreement should
      be
      held invalid, illegal, or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions contained herein shall not in
      any
      way be affected or impaired thereby. The parties shall endeavor in good-faith
      negotiations to replace the invalid, illegal, or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the invalid, illegal, or unenforceable provisions.

     

    SECTION
      9.13.    Counterparts.

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original but all of which when taken together shall constitute
      but
      one contract, and shall become effective as provided in Section 9.03.

     

    SECTION
      9.14.    Headings.

     

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

     

    SECTION
      9.15.    Jurisdiction;
      Consent to Service of Process.

     

    (a)    The
      Borrower hereby irrevocably and unconditionally submits to the nonexclusive
      jurisdiction of any New York State court or Federal court of the United States
      of America sitting in New York City, and any appellate court from any thereof,
      in any action or proceeding arising out of or relating to this Agreement or
      any
      other agreement or instrument executed and delivered in connection herewith,
      or
      for recognition or enforcement of any judgment, and each of the parties hereto
      hereby irrevocably and unconditionally agrees that all claims in respect of
      any
      such action or proceeding may be heard and determined in such New York State
      or,
      to the extent permitted by law, in such Federal court. Each of the parties
      hereto agrees that a final judgment in any such action or proceeding shall
      be
      conclusive and may be enforced in other jurisdictions by suit on the judgment
      or
      in any other manner provided by law. Nothing in this Agreement shall affect
      any
      right that any Lender may otherwise have to bring any action or proceeding
      relating to this Agreement against the Borrower or its properties in the courts
      of any jurisdiction.

     

    (b)    The
      Borrower hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may legally and effectively do so, any objection which it may now or hereafter
      have to the laying of venue of any suit, action, or proceeding arising out
      of or
      relating to this Agreement or any other agreement or instrument executed and
      delivered in connection herewith in any New York State court or Federal court
      of
      the United States of America sitting in New York City. Each of the parties
      hereto hereby irrevocably waives, to the fullest extent permitted by law, the
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court.

     

     

    
      
         

      

      
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        Table
          of Contents

      

    

     

     

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

     

    SECTION
      9.16.    USA
      PATRIOT Act Notice.

     

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

     

    SECTION
      9.17.    Payments
      Set Aside.

     

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

     

    SECTION
      9.18.    Treatment
      of Certain Information; Confidentiality.

     

    Each
      of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its Affiliates and to its and its Affiliates’ respective partners,
      directors, officers, employees, agents, advisors and representatives (it being
      understood that the Persons to whom such disclosure is made will be informed
      of
      the confidential nature of such Information and instructed to keep such
      Information confidential), (b) to the extent requested by any regulatory
      authority purporting to have jurisdiction over it (including any self-regulatory
      authority, such as the National Association of Insurance Commissioners), (c)
      to
      the extent required by applicable laws or regulations or by any subpoena or
      similar legal process, (d) to any other party hereto, (e) in connection with
      the
      exercise of any remedies hereunder or under any other Loan Document or any
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement or (ii) any actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower and its obligations, (g) with the consent of the
      Borrower or (h) to the extent such Information (x) becomes publicly available
      other than as a result of a breach of this Section or (y) becomes available
      to
      the Administrative Agent, any Lender or any of their respective Affiliates
      on a
      nonconfidential basis from a source other than the Borrower.

     

     

    
      
         

      

      
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        Table
          of Contents

      

    

     

     

    For
      purposes of this Section, “Information”
means
      all information received from the Borrower or any Subsidiary relating to the
      Borrower or any Subsidiary or any of their respective businesses, other than
      any
      such information that is available to the Administrative Agent, or any Lender
      on
      a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
      provided
      that,
      in the
      case of information received from the Borrower or any Subsidiary after the
      date
      hereof, such information is clearly identified at the time of delivery as
      confidential. Any Person required to maintain the confidentiality of Information
      as provided in this Section shall be considered to have complied with its
      obligation to do so if such Person has exercised the same degree of care to
      maintain the confidentiality of such Information as such Person would accord
      to
      its own confidential information.

     

    [Signature
      pages follow]

     

     

     

    
 

    
      
         

      

      
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          of Contents

      

    

     

     

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

     

    


    


     

    
      	
              CITIZENS
                COMMUNICATIONS COMPANY

               

               

            
	
              By:

            	/s/
              Donald R. Shassian
	 	
              Name:  Donald
                R.
                Shassian

            
	 	
              Title:    Chief
                Financial Officer

            


    

    


    


    
      	
              CITICORP
                NORTH AMERICA, INC.
as Administrative Agent

               

               

            
	
              By:

            	/s/
              Stuart Dickson
	 	
              Name:  Stuart
                Dickson

            
	 	
              Title:    Vice
                President

            


    

    


    


    
      
        
           

        

        
          
          

          
            

          

        

        
          Table
            of Contents

        

      

    

    


    SIGNATURE
      PAGE TO

    CITIZENS
      COMMUNICATIONS COMPANY

    LOAN
      AGREEMENT

    


    


    
      	
              Lender:

               

              CITICORP
                NORTH AMERICA, INC.

               

            
	
              By:

            	/s/ 
Stuart
              G. Dickson
	 	
              Name:  Stuart
                G.
                Dickson

            
	 	
              Title:    Director

            


    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
        Table
          of Contents

      

    

    
 

    
      SIGNATURE
        PAGE TO

      CITIZENS
        COMMUNICATIONS COMPANY

      LOAN
        AGREEMENT

       

    

     

    
      	
              Lenders:

               

              CREDIT SUISSE SECURITIES (USA) LLC

               

               

            
	
              By:

            	/s/
              SoVanna Day-Goins
	 	
              Name:  SoVanna
                Day-Goins

            
	 	
              Title:    Managing
                Director

            


    

     

     

    
      	
              CREDIT SUISSE, CAYMAN ISLANDS

              BRANCH

               

               

            
	
              By:

            	/s/
              SoVanna Day-Goins
	 	
              Name:  SoVanna
                Day-Goins

            
	 	
              Title:    Managing
                Director

            


    

    


     

    
      	
              CREDIT SUISSE, CAYMAN ISLANDS
BRANCH

               

               

            
	
              By:

            	/s/
              James Neira
	 	
              Name:  James
                Neira

            
	 	
              Title:    Associate

            


    

    


    


    
      
        
           

        

        
          
          

          
            

          

        

        
          Table
            of Contents

        

      

    

     

     

    SIGNATURE
      PAGE TO

    CITIZENS
      COMMUNICATIONS COMPANY

    LOAN
      AGREEMENT

    


    


    
      	
              Lender:

               

              JPMORGAN CHASE BANK, N.A.

               

               

            
	
              By:

            	/s/
              John Kowalczuk
	 	
              Name:  John
                Kowalczuk

            
	 	
              Title:    Vice
                President