Exhibit 10.1
 EXECUTION VERSION




---



##### 



ARTICLE I            DEFINITIONS
    
    
    1SECTION 1.1 Definitions
    
    
    1SECTION 1.2 General
    
    
    17SECTION 1.3 Other Definitions and Provisions
    
    
    17ARTICLE II            REVOLVING CREDIT FACILITY
    
    
    18SECTION 2.1 Revolving Credit Loans
    
    
    18SECTION 2.2 Swingline Loans
    
    
    18SECTION 2.3 Procedure for Advances of Revolving Credit and Swingline Loans
    
    
    20SECTION 2.4 Repayment of Loans
    
    
    21SECTION 2.5 Notes
    
    
    22SECTION 2.6 Permanent Reduction of the Revolving Credit Commitment
    
    
    22SECTION 2.7 Increase of Revolving Credit Commitment
    
    
    23SECTION 2.8 Joint and Several Liability of Borrowers
    
    
    24SECTION 2.9 Appointment of the Company
    
    
    27ARTICLE III            LETTER OF CREDIT FACILITY
    
    
    28SECTION 3.1 L/C Commitments
    
    
    28SECTION 3.2 Procedure for Issuance of Letters of Credit
    
    
    28SECTION 3.3 Fees and Other Charges
    
    
    29SECTION 3.4 L/C Participations
    
    
    29SECTION 3.5 Reimbursement Obligation of the Borrowers
    
    
    30SECTION 3.6 Obligations Absolute
    
    
    31SECTION 3.7 Effect of Application
    
    
    31ARTICLE IV            TERM LOAN FACILITY
    
    
    32SECTION 4.1 Term Loan
    
    
    32SECTION 4.2 Procedure for Advance of Term Loan
    
    
    32SECTION 4.3 Repayment of Term Loan
    
    
    32SECTION 4.4 Optional Prepayments of Term Loan
    
    
    32SECTION 4.5 Term Notes
    
    
    32ARTICLE V            GENERAL LOAN PROVISIONS
    
    
    33SECTION 5.1 Interest
    
    
    33SECTION 5.2 Notice and Manner of Conversion or Continuation of Loans
    
    
    35SECTION 5.3 Fees
    
    
    36SECTION 5.4 Manner of Payment
    
    
    37SECTION 5.5 Crediting of Payments and Proceeds
    
    
    37SECTION 5.6 Adjustments
    
    
    38
 i




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##### 



SECTION 5.7 Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent
    
    
    38SECTION 5.8 Changed Circumstances
    
    
    39SECTION 5.9 Indemnity
    
    
    41SECTION 5.10 Capital Requirements
    
    
    41SECTION 5.11 Taxes
    
    
    42SECTION 5.12 Mitigation Obligations; Replacement of Lenders
    
    
    43SECTION 5.13 Defaulting Lenders
    
    
    44ARTICLE VI            CLOSING; CONDITIONS OF CLOSING AND BORROWING
    
    
    47SECTION 6.1 Conditions to Closing and Initial Extensions of Credit
    
    
    47SECTION 6.2 Conditions to All Extensions of Credit
    
    
    50ARTICLE VII            REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
    
    
    51SECTION 7.1 Representations and Warranties
    
    
    51SECTION 7.2 Survival of Representations and Warranties, Etc
    
    
    58ARTICLE VIII            FINANCIAL INFORMATION AND NOTICES
    
    
    58SECTION 8.1 Financial Statements and Projections
    
    
    58SECTION 8.2 Officers Compliance Certificate
    
    
    59SECTION 8.3 Accountants Certificate
    
    
    59SECTION 8.4 Other Reports
    
    
    60SECTION 8.5 Notice of Litigation and Other Matters
    
    
    60SECTION 8.6 Accuracy of Information
    
    
    61ARTICLE IX            AFFIRMATIVE COVENANTS
    
    
    61SECTION 9.1 Preservation of Corporate Existence and Related Matters
    
    
    61SECTION 9.2 Maintenance of Property
    
    
    61SECTION 9.3 Insurance
    
    
    61SECTION 9.4 Accounting Methods and Financial Records
    
    
    61SECTION 9.5 Payment and Performance of Obligations
    
    
    61SECTION 9.6 Compliance With Laws and Approvals
    
    
    62SECTION 9.7 Environmental Laws
    
    
    62SECTION 9.8 Compliance with ERISA
    
    
    62SECTION 9.9 Compliance With Agreements
    
    
    63SECTION 9.10 Visits and Inspections
    
    
    63SECTION 9.11 Additional Subsidiaries
    
    
    63SECTION 9.12 Use of Proceeds
    
    
    63SECTION 9.13 Additional Borrowers
    
    
    63SECTION 9.14 Further Assurances
    
    
    63ARTICLE X            FINANCIAL COVENANTS
    
    
    64SECTION 10.1 Leverage Ratio
    
    
    64SECTION 10.2 Fixed Charge Coverage Ratio
    
    
    64
 ii




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##### 



ARTICLE XI            NEGATIVE COVENANTS
    
    
    64SECTION 11.1 Limitations on Debt
    
    
    64SECTION 11.2 Limitations on Liens
    
    
    65SECTION 11.3 Limitations on Loans, Advances, Investments and Acquisitions
    
    
    66SECTION 11.4 Limitations on Mergers and Liquidation
    
    
    68SECTION 11.5 Limitations on Sale of Assets
    
    
    68SECTION 11.6 Limitations on Dividends and Distributions
    
    
    69SECTION 11.7 Limitations on Exchange and Issuance of Capital Stock
    
    
    70SECTION 11.8 Transactions with Affiliates
    
    
    70SECTION 11.9 Certain Accounting Changes; Organizational Documents
    
    
    71SECTION 11.10 Amendments; Payments and Prepayments of Debt
    
    
    71SECTION 11.11 Restrictive Agreements
    
    
    71SECTION 11.12 Nature of Business
    
    
    71ARTICLE XII            DEFAULT AND REMEDIES
    
    
    71SECTION 12.1 Events of Default
    
    
    71SECTION 12.2 Remedies
    
    
    74SECTION 12.3 Rights and Remedies Cumulative; Non-Waiver; etc
    
    
    75ARTICLE XIII            THE ADMINISTRATIVE AGENT
    
    
    75SECTION 13.1 Appointment
    
    
    75SECTION 13.2 Delegation of Duties
    
    
    75SECTION 13.3 Exculpatory Provisions
    
    
    75SECTION 13.4 Reliance by the Administrative Agent
    
    
    76SECTION 13.5 Notice of Default
    
    
    76SECTION 13.6 Non-Reliance on the Administrative Agent and Other Lenders
    
    
    77SECTION 13.7 Indemnification
    
    
    77SECTION 13.8 The Administrative Agent in Its Individual Capacity
    
    
    77SECTION 13.9 Resignation of the Administrative Agent; Successor Administrative Agent
    
    
    78SECTION 13.10 Other Agents
    
    
    78ARTICLE XIV            MISCELLANEOUS
    
    
    78SECTION 14.1 Notices
    
    
    78SECTION 14.2 Expenses; Indemnity
    
    
    80SECTION 14.3 Set-off
    
    
    81SECTION 14.4 Governing Law
    
    
    81SECTION 14.5 Jurisdiction and Venue
    
    
    81SECTION 14.6 Reversal of Payments
    
    
    82SECTION 14.7 Injunctive Relief; Punitive Damages
    
    
    82SECTION 14.8 Accounting Matters
    
    
    82SECTION 14.9 Successors and Assigns; Participations
    
    
    83SECTION 14.10 Amendments, Waivers and Consents
    
    
    86SECTION 14.11 Performance of Duties
    
    
    87SECTION 14.12 All Powers Coupled with Interest
    
    
    87
 iii




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##### 



SECTION 14.13 Survival of Indemnities
    
    
    87SECTION 14.14 Titles and Captions
    
    
    87SECTION 14.15 Severability of Provisions
    
    
    87SECTION 14.16 Counterparts
    
    
    87SECTION 14.17 Term of Agreement
    
    
    88SECTION 14.18 Advice of Counsel
    
    
    88SECTION 14.19 No Strict Construction
    
    
    88SECTION 14.20 Inconsistencies with Other Documents; Independent Effect of Covenants
    
    
    88SECTION 14.21 Effect of Agreement
    
    
    88SECTION 14.22 USA Patriot Act
    
    
    88
 iv




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##### 



EXHIBITS
 Exhibit A-1
    
    
    
    Form of Revolving Credit NoteExhibit A-2
    
    
    
    Form of Swingline NoteExhibit A-3
    
    
    
    Form of Term NoteExhibit B
    
    
    
    Form of Notice of BorrowingExhibit C
    
    
    
    Form of Notice of Account DesignationExhibit D
    
    
    
    Form of Notice of RepaymentExhibit E
    
    
    
    Form of Notice of Conversion/ContinuationExhibit F
    
    
    
    Form of Officers Compliance CertificateExhibit G
    
    
    
    Form of Assignment and Assumption
 SCHEDULES
 Schedule 1.1
    
    
    
    Existing Letters of CreditSchedule 7.1(a)
    
    
    
    Jurisdictions of Organization and QualificationSchedule 7.1(b)
    
    
    
    Subsidiaries and CapitalizationSchedule 7.1(f)
    
    
    
    Ongoing Tax AuditsSchedule 7.1(i)
    
    
    
    ERISA PlansSchedule 7.1(l)
    
    
    
    Material ContractsSchedule 7.1(m)
    
    
    
    Labor and Collective Bargaining AgreementsSchedule 7.1(t)
    
    
    
    Debt and Guaranty ObligationsSchedule 7.1(u)
    
    
    
    LitigationSchedule 9.3
    
    
    
    InsuranceSchedule 11.2
    
    
    
    Existing LiensSchedule 11.3
    
    
    
    Existing InvestmentsSchedule 11.8
    
    
    
    Transactions with Affiliates
 v




---



##### 



CREDIT AGREEMENT
 rd Company Section 9.11 Subsidiary Borrowers Borrowers
 STATEMENT OF PURPOSE
 Existing Credit Agreement
   ARTICLE I
 DEFINITIONS
 Definitions
 2005 Senior Notes
 2007 Senior Notes
 2010 Senior Notes




---



##### 



Additional Debt
 Adjusted Debt
 Administrative Agent Section 13.9
 Administrative Agents Office Section 14.1(c)
 Affiliate
 Aggregate Commitment
 Agreement
 Applicable Law
 Applicable Margin Section 5.1(c)
 Application
 Approved Fund
 2




---



##### 



provided
 Assignment and Assumption Section
14.9
 Available Revolving Credit Commitment
 Base Rate plus plus
 Base Rate Loan Section 5.1(a)
 Benefited Lender Section 5.6
 Borrowers
 Business Day
 Calculation Date Section 5.1(c)
 Capital Lease
 Cash Collateral Account
 Change in Control Section
12.1(i)
 Closing Date Section 6.1
 Code
 3




---



##### 



Commitment
 Commitment Percentage
 Company
 Consolidated
 Credit Facility
 Debt
 Default Section 12.1
 Defaulting Lender
 Documentation Agent
 4




---



##### 



Dollars $
 EBITDA plus less provided Section
11.3(c) pro forma
 EBITDAR plus
 Eligible Assignee provided
 Employee Benefit Plan
 Environmental Claims
 5




---



##### 



Environmental Laws
 ERISA
 ERISA Affiliate
 Eurodollar Reserve Percentage
 Event of Default Section 12.1
 Existing Credit Agreement
 Existing Letters of Credit Schedule 1.1
 Existing Revolving Credit Loans Section
6.1(f)(ii)
 Extensions of Credit
 6




---



##### 



FDIC
 Federal Funds Rate
 Fee Letters
 Fiscal Year
 Fixed Charges
 Fixed Charge Coverage Ratio
 Fronting Exposure Section 5.13(c) Section 5.13(c)
 Funded Debt
 GAAP
 7




---



##### 



Section 14.8
 Governmental Approvals
 Governmental Authority
 Guaranty Obligation provided
 Hazardous Materials
 Hedging Agreement
 8




---



##### 



Interest Expense
 Interest Period Section 5.1(b)
 Interest Rate Contract
 ISP 98
 Issuing Lender
 Joinder Agreement
 Joint Lead Arrangers
 L/C Commitment
 L/C Facility Article
III
 L/C Obligations Section
3.5
 L/C Participant
 Lender Section 14.9
 Lending Office
 9




---



##### 



Letters of Credit
 Leverage Ratio Section 10.1
 LIBOR th
 LIBOR Rate
 LIBOR Rate =
    
    LIBOR1.00-Eurodollar Reserve Percentage
 LIBOR Rate Loan Section 5.1(a)
 Lien
 Loan Documents
 Loans
 10




---



##### 



Material Adverse Effect
 Material Contract
 Multiemployer Plan
 Net Income provided
 Net Worth less
 New Lender Section 2.7(c)
 Non-Defaulting Lender
 Notes
 11




---



##### 



Notice of Account Designation Section
2.3(b)
 Notice of Borrowing Section
2.3(a)
 Notice of Conversion/Continuation Section 5.2
 Notice of Repayment Section
2.4(c)
 Obligations Hedging Obligations
 OFAC
 Officers Compliance Certificate Section 8.2
 Operating Lease
 Other Taxes Section 5.11(b)
 PBGC
 Pension Plan
 Person
 12




---



##### 



Prepaid Pension Asset
 Prime Rate
 Register Section 14.9(d)
 Reimbursement Obligation Section 3.5
 Required Lenders Section 12.2 provided
 Rental Expense provided Section 11.3(c) pro forma
 Responsible Officer
 Revolving Credit Commitment
 13




---



##### 



Revolving Credit Commitment Percentage
 Revolving Credit Facility Article II
 Revolving Credit Lenders
 Revolving Credit Loans Section 2.1 Section 2.7
 Revolving Credit Notes Exhibit A-1 Revolving Credit Note
 Revolving Credit Termination Date Section 2.6 Section 12.2(a)
 Sanctioned Entity http://treas.gov/offices/enforcement/ofac/sanctions/index.html
 Sanctioned Person http://www.treas.gov/offices/enforcement/ofac/sdn/index.html
 Senior Notes
 Solvent
 14




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##### 



Subordinated Debt
 Subsidiary
 Subsidiary Borrowers
 Swingline Facility Section
2.2
 Swingline Lender
 Swingline Loan Section 2.2
 Swingline Note Exhibit A-2
 Swingline Side Letter
 Swingline Sublimit Amount
 Swingline Termination Date Section 13.9
 Syndication Agent
 15




---



##### 



Synthetic Lease
 Taxes Section 5.11(a)
 Term Loan Section 4.1
 Term Loan Commitment
 Term Loan Commitment Percentage
 Term Loan Facility Article
IV
 Term Loan Termination Date Section 12.2(a)
 Term Note Exhibit A-3
 Termination Event Reportable Event
 16




---



##### 



UCC
 Uniform Customs
 United States
 Wells Fargo
 Wholly Owned
 General
 Other Definitions and Provisions
 Use of Capitalized Terms
 Miscellaneous
 17




---



##### 



ARTICLE II
 REVOLVING CREDIT FACILITY
 Revolving Credit Loans Section 2.3 provided less less
 Swingline Loans
 Availability provided
 Payment of Principal and Interest Section 2.3
 Refunding
  18




---



##### 



Section
13.5
 Section 2.2 Article V Section 2.2 Section 12.1(j) (k)
 19




---



##### 



Defaulting Lenders Section 2.2 Section
5.13(c
 Procedure for Advances of Revolving Credit and Swingline Loans
 Requests for Borrowing Exhibit B Notice of Borrowing
 Disbursement of Revolving Credit and Swingline Loans
 20




---



##### 



Section 2.3 Exhibit C Notice of Account
Designation Section 5.7 Section 2.3 Section 2.2(c)
 Repayment of Loans
 Repayment on Revolving Credit Termination Date Section 2.2
 Mandatory Repayments plus first second third Section
12.2(b)
 Optional Repayments Exhibit D Notice of Repayment
 21




---



##### 



Section
5.9
 Limitation on Repayment of LIBOR Rate Loans Section
5.9
 Hedging Agreements Section
2.4
 Notes
 Revolving Credit Notes Section 14.9
(a)-(e)
 Swingline Notes
 Permanent Reduction of the Revolving Credit Commitment
 Voluntary Reduction pro rata Section 2.6(b) pro rata
 Corresponding Payment Section 2.6 Section
12.2(b)
 22




---



##### 



Section 12.2(b) Section 5.9
 Increase of Revolving Credit Commitment
 provided
 Section 5.9
 New Lender
 23




---



##### 



Section 5.9
 pro forma Article X
 Joint and Several Liability of Borrowers
    Section 2.8
  24




---



##### 



Section 2.8 Section 2.8 Section 2.8 Section 2.8
 Section 2.8 Section 2.8 Section 2.8
  25




---



##### 



Section 2.8(h) Section 2.8(h) Section 2.8(h) Excess Payment Ratable Share provided however Contribution Share provided however
 26




---



##### 



Section 2.8
  Appointment of the Company
 27




---



##### 



ARTICLE III
 LETTER OF CREDIT FACILITY
 L/C Commitments
 Section 3.4(a) provided
 Section 3.1 Section 5.13(c)
  Procedure for Issuance of Letters of Credit
 28




---



##### 



Section 3.1(a) Article VI
 Fees and Other Charges
 Section 5.13(f) multiplied by Section 3.3(a)
   L/C Participations
  29




---



##### 



Section 3.4(a) times times Section 3.4(b) Section
3.4(b)
 Section 3.4 provided
 Reimbursement Obligation of the Borrowers Section 3.5 Section 3.3(b)
 30




---



##### 



Section 3.3(b) Section 3.5
 Obligations Absolute Article
III Section 3.5
 Effect of Application Article
III Article III
 31




---



##### 



ARTICLE IV
 TERM LOAN FACILITY
 Term Loan
 Procedure for Advance of Term Loan Section 5.9
 Repayment of Term Loan
 Optional Prepayments of Term Loan Section 5.9
 Term Notes Section 14.9 (a)-(e)
 32




---



##### 



ARTICLE V
 GENERAL LOAN PROVISIONS
 Interest
 Interest Rate Options Section 5.1 plus plus provided Section 5.9 Section 5.2
 Interest Periods Section 2.3(a) Section 5.1(a), Interest Period provided
  provided
   33




---



##### 



Applicable Margin Section 5.1(a) Applicable Margin Calculation
Date provided however Section 8.2
 Pricing Level
    
    Leverage Ratio
    
    LIBOR
    
    Base RateI
    
    Greater than or equal to 3.75 to
1.00
    
    
    2.50
    %
    
    
    1.50
    %II
    
    Greater than or equal to 3.25 to
1.00, but less than 3.75 to 1.00
    
    
    2.00
    %
    
    
    1.00
    %III
    
    Greater than or equal to 2.75 to
1.00, but less than 3.25 to 1.00
    
    
    1.75
    %
    
    
    0.75
    %IV
    
    Greater than or equal to 2.25 to
1.00, but less than 2.75 to 1.00
    
    
    1.50
    %
    
    
    0.50
    %V
    
    Greater than or equal to 1.75 to
1.00 but less than 2.25 to 1.00
    
    
    1.25
    %
    
    
    0.25
    %VI
    
    Greater than or equal to 1.25 to
1.00 but less than 1.75 to 1.00
    
    
    1.00
    %
    
    
    0.0
    %VII
    
    Less than 1.25 to 1.00
    
    
    0.75
    %
    
    
    0.0
    %
 Default Rate Section 12.3
 34




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##### 



Interest Payment and Computation
 Maximum Rate pro rata
 Notice and Manner of Conversion or Continuation of Loans Exhibit E Notice of
Conversion/Continuation
 35




---



##### 



Fees
 Commitment Fee Section
5.13(f) provided however Section 8.2
 Pricing Level
    
    Leverage Ratio
    
    Commitment FeeI
    
    Greater than or equal to 3.75 to 1.00
    
    
    0.350
    %II
    
    Greater than or equal to 3.25 to 1.00,
but less than 3.75 to 1.00
    
    
    0.300
    %III
    
    Greater than or equal to 2.75 to 1.00,
but less than 3.25 to 1.00
    
    
    0.250
    %IV
    
    Greater than or equal to 2.25 to 1.00
but less than 2.75 to 1.00
    
    
    0.200
    %V
    
    Greater than or equal to 1.75 to 1.00
but less than 2.25 to 1.00
    
    
    0.175
    %VI
    
    Greater than or equal to 1.25 to 1.00
but less than 1.75 to 1.00
    
    
    0.125
    %VII
    
    Less than 1.25 to 1.00
    
    
    0.100
    %
 36




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##### 



Administrative Agents and Other Fees
 Manner of Payment
 pro rata Section 12.1 pro rata Sections 5.8 5.9 5.10 5.11 14.2 Section 5.1(b)(ii)
 Defaulting Lenders Section
5.13(b)
 Crediting of Payments and Proceeds Section 12.2
 37




---



##### 



pro rata pro rata Section 12.2(b) Section 12.2(c)
 Adjustments Benefited Lender Sections 5.8 5.9 5.10 5.11 14.2 provided
  Section 5.13
  Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by
the Administrative Agent Sections 2.3(b) Section 4.2
 38




---



##### 



times times Section 5.7
  Circumstances Affecting LIBOR Rate Availability
 Laws Affecting LIBOR Rate Availability
 39




---



##### 



Increased Costs
 Section 5.11(e) provided Section 5.8(c)(i) Section 5.11
  40




---



##### 



Section
5.8(c) provided
 Indemnity
 Capital Requirements
 41




---



##### 



Taxes
 Payments Free and Clear Section 5.11(e) Taxes Section
5.11(e) Section 5.11 Section 5.11(d)
 Stamp and Other Taxes Other Taxes
 Indemnity Section 5.11(e) Section 5.11
 Evidence of Payment Section 14.1
 42




---



##### 



Delivery of Tax Forms Section 5.11 Section 5.8(c) Section 5.11(e)
 Survival Section
5.11
 Mitigation Obligations; Replacement of Lenders
 Designation of a Different Lending Office Section 5.8(c) Section 5.10 Section 5.11
 43




---



##### 



Section 5.8(c) Section 5.10 Section 5.11
 Replacement of Lenders Section
5.8(c) Section 5.10 Section
5.11 Section 5.12(a) Section 14.9 provided
 Section 14.9
 Section 5.9
 Section 5.10 Section 5.11
   Defaulting Lenders
 Waivers and Amendments Section 14.10
 44




---



##### 



Reallocation of Payments Section 14.3 first second third fourth fifth sixth seventh eighth provided Section 6.2 Section 5.13(b)
 Reallocation of Applicable Percentages to Reduce Fronting Exposure Section 2.2(c) Section 3.4 provided
 45




---



##### 



minus
 Cash Collateral for Letters of Credit Section 5.13(c)
 Prepayment of Swingline Loans Section
5.13(c)
 Certain Fees Section 5.3 Section 3.3(a) Section 5.13(d) Section 5.13(c)
 Defaulting Lender Cure
 46




---



##### 



Section 5.13(c)) provided provided further
 ARTICLE VI
 CLOSING; CONDITIONS OF CLOSING AND BORROWING
 Conditions to Closing and Initial Extensions of Credit
 Executed Loan Documents
 Closing Certificates; etc
 Officers Certificate of the Borrowers
 Certificate of Secretary of the Borrowers
 47




---



##### 



Section 6.1(b)(iii)
 Certificates of Good Standing
 Opinions of Counsel
 Tax Forms Section 5.11(e)
 Consents; Defaults
 Governmental and Third Party Approvals
 No Injunction, Etc
 No Event of Default
 Financial Matters
 Financial Statements
 Financial Condition Certificate
 48




---



##### 



pro forma Article X Section 5.1(c)
 Payment at Closing; Fee Letters Section 5.3
 2010 Senior Notes
 Miscellaneous
 Notice of Borrowing Section 2.3(a)
 Continuation of the Existing Loans Existing Revolving Credit Loans
 49




---



##### 



Existing Letters of Credit
 Due Diligence
 Other Documents
 Conditions to All Extensions of Credit
 Continuation of Representations and Warranties Article VII
 No Existing Default
 Notices Section
2.3(a)
 50




---



##### 



Additional Documents
 ARTICLE VII
 REPRESENTATIONS AND WARRANTIES OF THE BORROWERS
 Representations and Warranties
 Organization; Power; Qualification Schedule 7.1(a)
 Ownership Schedule 7.1(b) Schedule 7.1(b) Schedule 7.1(b)
 Authorization of Agreement, Loan Documents and Borrowing
 51




---



##### 



Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc
 Compliance with Law; Governmental Approvals
 Tax Returns and Payments Schedule 7.1(f)
 Intellectual Property Matters
 52




---



##### 



Environmental Matters
      53




---



##### 



ERISA
 Schedule 7.1(i)
    54




---



##### 



Margin Stock Section 11.2 Section 11.5
 Government Regulation
 Material Contracts Schedule 7.1(l) Schedule 7.1(l)
 Employee Relations
 55




---



##### 



Schedule 7.1(m)
 Burdensome Provisions
 Financial Statements Section 6.1(d)(i)
 No Material Adverse Change
 Solvency
 Titles to Properties Section 7.1(o)
 Liens Section 11.2
 56




---



##### 



Section 11.2
 Debt and Guaranty Obligations Schedule 7.1(t)
 Litigation Schedule 7.1(u)
 Absence of Defaults
 Senior Debt Status
 Related Transactions
 Accuracy and Completeness of Information Section
8.1(c)
 57




---



##### 



OFAC
 Survival of Representations and Warranties, Etc. Article VII
 ARTICLE VIII
 FINANCIAL INFORMATION AND NOTICES
 Section 14.10 Section 14.1
 Financial Statements and Projections
 Quarterly Financial Statements
 58




---



##### 



Annual Financial Statements
 Annual Business Plan and Financial Projections
 Officers Compliance Certificate Sections 8.1 (a) (b) Exhibit F Officers
Compliance Certificate
 Accountants Certificate Section 8.1(b)
 59




---



##### 



Other Reports
 Notice of Litigation and Other Matters
       60




---



##### 



Section 7.1
 Accuracy of Information Article VIII Section 7.1(y)
 ARTICLE IX
 AFFIRMATIVE COVENANTS
 Section 14.10
 Preservation of Corporate Existence and Related Matters Section 11.4
 Maintenance of Property
 Insurance Schedule 9.3
 Accounting Methods and Financial Records
 Payment and Performance of Obligations
 61




---



##### 



provided Section 9.5
 Compliance With Laws and Approvals
 Environmental Laws Section 9.6
 Compliance with ERISA Section 9.6
 62




---



##### 



Compliance With Agreements
 Visits and Inspections
 Additional Subsidiaries
 Use of Proceeds
 Additional Borrowers Section 9.11 Section
9.11
 Further Assurances
 63




---



##### 



ARTICLE X
 FINANCIAL COVENANTS
 Section 14.10
 Leverage Ratio Leverage Ratio
 Fixed Charge Coverage Ratio
 ARTICLE XI
 NEGATIVE COVENANTS
 Section 14.10
 Limitations on Debt
 Section 11.1(b)
  Section 11.1 Schedule 7.1(t) provided
   64




---



##### 



Section 11.1
  Schedule 7.1(t)
 Section 11.1
   provided Section 11.1
 Limitations on Liens
   65




---



##### 



Section 11.2 Schedule 11.2
 Sections 11.1(d) (e) provided
 Limitations on Loans, Advances, Investments and Acquisitions
 Section 9.11 Schedule 11.3
  66




---



##### 



provided
 pro forma Article X
 67




---



##### 



Section 11.1
    Limitations on Mergers and Liquidation
 provided
 Section
11.3(c)
  Limitations on Sale of Assets
   Section 11.4(c)
   68




---



##### 



provided
 Section 11.5 provided paragraph (g)
 Limitations on Dividends and Distributions provided
   Section 11.6 provided paragraph (c) paragraph (c)
 Maximum Amount of Dividends andLeverage Ratio
    
    DistributionsGreater than or equal to 3.50 to 1.00
    
    $100,000,000
minus the aggregate amount used to
purchase, redeem, retire or
otherwise acquire, directly or
indirectly shares of its capital
stock pursuant to Section 11.6(d)
during such Fiscal YearLess than 3.50 to 1.00
    
    5% of the Net Worth of such
Borrower or such Subsidiary for
such Fiscal Year
 paragraph (c)
 69




---



##### 



Section 11.6
 paragraph (d) Restricted Payment provided
 Maximum Amount Stock Purchases,Redemptions, Retirements or otherLeverage Ratio
    
    Acquisitions of Capital StockGreater than or equal to 3.50 to 1.00
    
    $100,000,000
minus the aggregate amount paid in

respect of dividends and
distributions permitted under

Section 11.6(c) during such Fiscal
YearLess than 3.50 to 1.00
    
    $125,000,000
 paragraph (d) Section 11.6
 Limitations on Exchange and Issuance of Capital Stock
 Transactions with Affiliates Sections 11.3 11.6 11.7 Schedule 11.8
 70




---



##### 



Certain Accounting Changes; Organizational Documents
 Amendments; Payments and Prepayments of Debt
 Restrictive Agreements
 Articles IX X XI clause (ii)
  Nature of Business
 ARTICLE XII
 DEFAULT AND REMEDIES
 Events of Default
 Default in Payment of Principal of Loans and Reimbursement Obligations
 71




---



##### 



Other Payment Default
 Misrepresentation
 Default in Performance of Certain Covenants Sections 8.1 8.2 8.5(e)(i) Articles X XI
 Default in Performance of Other Covenants and Conditions Section 12.1 Section 12.1
 Hedging Agreement
 Debt Cross-Default
 Other Cross-Defaults
 Change in Control
 72




---



##### 



Change in Control
 Voluntary Bankruptcy Proceeding
 Involuntary Bankruptcy Proceeding
 Failure of Agreements
 ERISA Events
 73




---



##### 



Judgment
 Environmental
 Remedies
 Acceleration; Termination of Facilities provided Section 12.1(j) (k)
 Letters of Credit Section 12.2(a) pro rata
 Rights of Collection
 74




---



##### 



Rights and Remedies Cumulative; Non-Waiver; etc
 ARTICLE XIII
 THE ADMINISTRATIVE AGENT
 Appointment Article XIII
 Delegation of Duties
 Exculpatory Provisions
 75




---



##### 



Reliance by the Administrative Agent Section 14.9
 Notice of Default provided except
 76




---



##### 



Non-Reliance on the Administrative Agent and Other Lenders
 Indemnification provided Section 13.7
 The Administrative Agent in Its Individual Capacity
 77




---



##### 



Lender Lenders
 Resignation of the Administrative Agent; Successor Administrative Agent Section 13.9
 Other Agents
 ARTICLE XIV
 MISCELLANEOUS
 Notices
 Method of Communication provided
 78




---



##### 



Addresses for Notices
 If to the Borrowers:
    
    Belk, Inc.2801 West Tyvola RoadCharlotte, North Carolina 28217-4500Attention: Brian MarleyChief Financial OfficerTelephone No.: (704) 426-8250Telecopy No.: (704) 357-8052With copies to:
    
    Belk Stores Services, Inc.Legal Department2801 West Tyvola RoadCharlotte, North Carolina 28217-4500Attention: General CounselTelephone No.: (704) 426-8403Telecopy No.: (704) 357-1883If to Wells Fargo as
    
    Wells Fargo Bank, National AssociationMAC D 1109-0191525 West W.T. Harris Blvd.Charlotte, North Carolina 28262Attention: Syndication Agency ServicesTelephone No.: (704) 590-2703Telecopy No.: (704) 590-3481With copies to:
    
    Wells Fargo Bank, National AssociationOne Wachovia Center, MAC D1053-150301 South College StreetCharlotte, North Carolina 28288-0680Attention: Scott Santa CruzMax RedicTelephone No.: (704) 383-1988Telecopy No.: (704) 383-7611
 79




---



##### 



Winston & Strawn, LLPHearst Tower, 22nd Floor214 North Tryon StreetCharlotte, North Carolina 28202Attention: Richard K. BrownTelephone No.: (704) 350-7721Telecopy No.: (704) 350-7800If to any Lender:
    
    To the address set forth in the Register.
 Administrative Agents Office
 Expenses; Indemnity
 80




---



##### 



Set-off Section 14.9 Section 12.2
 Governing Law
 Jurisdiction and Venue
 Jurisdiction Section 14.1 Section 14.5
 Venue
 81




---



##### 



Reversal of Payments
 Injunctive Relief; Punitive Damages
   Accounting Matters provided provided further
 82




---



##### 



Successors and Assigns; Participations
 Benefit of Agreement
 Assignment by Lenders provided
   Section 5.11(e) Exhibit G Assignment and Assumption
   provided
 83




---



##### 



Rights and Duties Upon Assignment
 Register Register
 Issuance of New Notes Exhibit G
      84




---



##### 



Participations clause (f) provided
        Sections
5.7 5.8 5.9 5.10 5.11 14.2 Section 14.9 provided Sections 5.7 5.8 5.9 5.10 5.11 Section 5.11(e)
 85




---



##### 



Disclosure of Information; Confidentiality provided Joint Lead Arrangers Gold
Sheets provided further Section 2.7 Section 14.9 provided Section 14.9(g)
 Certain Pledges or Assignments provided
 Amendments, Waivers and Consents Section 2.7 provided
 86




---



##### 



Section 5.4 Section 5.5 Section 14.10 Article XIII Article III
 Performance of Duties
 All Powers Coupled with Interest
 Survival of Indemnities Article XIV
 Titles and Captions
 Severability of Provisions
 Counterparts
 87




---



##### 



Term of Agreement
 Advice of Counsel
 No Strict Construction
 Inconsistencies with Other Documents; Independent Effect of Covenants
  Articles
IX X XI Articles IX X XI Articles IX X XI
 Effect of Agreement
 USA Patriot Act Act
 [ ]
 88




---



##### 



BELK, INC., as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK ADMINISTRATION COMPANY, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK INTERNATIONAL, INC., as a BorrowerBy:

/s/ Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK STORES SERVICES, INC., as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK-SIMPSON COMPANY, GREENVILLE,
SOUTH CAROLINA, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - Treasurer [ ]




---



##### 



THE BELK CENTER, INC., as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK ACCOUNTS RECEIVABLE LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK STORES OF VIRGINIA LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK GIFT CARD COMPANY LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK MERCHANDISING LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - Treasurer [ ]




---



##### 



BELK TEXAS HOLDINGS LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK DEPARTMENT STORES LP, as a BorrowerBy:
    Belk, Inc., its General PartnerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK ECOMMERCE LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - TreasurerBELK STORES OF MISSISSIPPI LLC, as a BorrowerBy:

/s/  Kevin
BinkleyName:
    Kevin
BinkleyTitle:
    Vice
President - Treasurer [ ]




---



##### 



WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent and LenderBy:

/s/  Scott Santa CruzName:
    Scott Santa CruzTitle:
    DirectorBANK OF AMERICA, N.A.,
as Syndication Agent and LenderBy:

/s/  Thomas
KainamuraName:
    Thomas
KainamuraTitle:

Vice-President




---



##### 



BRANCH BANKING AND TRUST COMPANY,
as Documentation Agent and LenderBy:
    /s/ Stuart M. JonesName:
    Stuart M. JonesTitle:
    Senior Vice President




---



##### 



REGIONS BANK, as Documentation Agent and LenderBy:
    /s/ Anthony LeTrentName:
    Anthony LeTrentTitle:
    Senior Vice President




---



##### 



U.S. BANK NATIONAL ASSOCIATION, as 
Documentation Agent and LenderBy:
    /s/ Veronica MorrissetteName:
    Veronica MorrissetteTitle:
    Vice President




---



##### 



FIFTH THIRD BANK, as LenderBy:
    /s/ Mary J. RamseyName:
    Mary J. RamseyTitle:
    Vice President




---



##### 



TD BANK, N.A., as LenderBy:
    /s/ C. Kemp SimmonsName:
    C. Kemp SimmonsTitle:
    Senior Vice President




---



##### 



JPMORGAN CHASE BANK, N.A., as LenderBy:
    /s/ Antje B. FockeName:
    Antje B. FockeTitle:
    Senior Underwriter




---



##### 



RBC BANK (USA), as LenderBy:
    /s/ Robert L. SpencerName:
    Robert L. SpencerTitle:
    Bank Officer




---



##### 



MECHANICS AND FARMERS BANK, as LenderBy:
    /s/ James E. SansomName:
    James E. SansomTitle:
    Senior Vice President




---



##### 



EXHIBIT A-1
 FORM OF REVOLVING CREDIT NOTE




---



##### 



REVOLVING CREDIT NOTE
 $ __________
    
    
    ________ ___, ____
 BELK, INC. Company Borrower Borrowers Lender Credit Agreement Lenders




---



##### 



BELK, INC., as a BorrowerBy:Name:Title:BELK ADMINISTRATION COMPANY, as a BorrowerBy:Name:Title:BELK INTERNATIONAL, INC., as a BorrowerBy:Name:Title:BELK STORES SERVICES, INC., as a BorrowerBy:Name:Title:BELK-SIMPSON COMPANY, GREENVILLE, SOUTH
 CAROLINA, as a BorrowerBy:Name:Title: [ ]




---



##### 



THE BELK CENTER, INC., as a BorrowerBy:Name:Title:BELK ACCOUNTS RECEIVABLE LLC, as a BorrowerBy:Name:Title:BELK STORES OF VIRGINIA LLC, as a BorrowerBy:Name:Title:BELK GIFT CARD COMPANY LLC, as a BorrowerBy:Name:Title:BELK MERCHANDISING LLC, as a BorrowerBy:Name:Title: [ ]




---



##### 



BELK TEXAS HOLDINGS LLC, as a BorrowerBy:Name:Title:BELK DEPARTMENT STORES LP, as a BorrowerBy:
    Belk, Inc., its General PartnerBy:Name:Title:BELK ECOMMERCE LLC, as a BorrowerBy:Name:Title:BELK STORES OF MISSISSIPPI LLC, as a BorrowerBy:Name:Title:




---



##### 



EXHIBIT A-2
 FORM OF SWINGLINE NOTE




---



##### 



SWINGLINE NOTE
 $ ___________
    
    
    ____________ ___, _____
 BELK, INC. Company Borrower Borrowers WELLS FARGO BANK, NATIONAL ASSOCIATION Lender Credit Agreement Lenders




---



##### 



BELK, INC., as a BorrowerBy:Name:Title:BELK ADMINISTRATION COMPANY, as a BorrowerBy:Name:Title:BELK INTERNATIONAL, INC., as a BorrowerBy:Name:Title:BELK STORES SERVICES, INC., as a BorrowerBy:Name:Title:BELK-SIMPSON COMPANY, GREENVILLE, SOUTH
 CAROLINA, as a BorrowerBy:Name:Title: [ ]




---



##### 



THE BELK CENTER, INC., as a BorrowerBy:Name:Title:BELK ACCOUNTS RECEIVABLE LLC, as a BorrowerBy:Name:Title:BELK STORES OF VIRGINIA LLC, as a BorrowerBy:Name:Title:BELK GIFT CARD COMPANY LLC, as a BorrowerBy:Name:Title:BELK MERCHANDISING LLC, as a BorrowerBy:Name:Title: [ ]




---



##### 



BELK TEXAS HOLDINGS LLC, as a BorrowerBy:Name:Title:BELK DEPARTMENT STORES LP, as a BorrowerBy:
    Belk, Inc., its General PartnerBy:Name:Title:BELK ECOMMERCE LLC, as a BorrowerBy:Name:Title:BELK STORES OF MISSISSIPPI LLC, as a BorrowerBy:Name:Title:




---



##### 



EXHIBIT A-3
 FORM OF TERM NOTE




---



##### 



TERM NOTE
 $ __________
    
    
    ___________ ___, ______
 BELK, INC. Company Borrower Borrowers Lender Credit Agreement Lenders




---



##### 



BELK, INC., as a BorrowerBy:Name:Title:BELK ADMINISTRATION COMPANY, as a BorrowerBy:Name:Title:BELK INTERNATIONAL, INC., as a BorrowerBy:Name:Title:BELK STORES SERVICES, INC., as a BorrowerBy:Name:Title:BELK-SIMPSON COMPANY, GREENVILLE, SOUTH
 CAROLINA, as a BorrowerBy:Name:Title: [ ]




---



##### 



THE BELK CENTER, INC., as a BorrowerBy:Name:Title:BELK ACCOUNTS RECEIVABLE LLC, as a BorrowerBy:Name:Title:BELK STORES OF VIRGINIA LLC, as a BorrowerBy:Name:Title:BELK GIFT CARD COMPANY LLC, as a BorrowerBy:Name:Title:BELK MERCHANDISING LLC, as a BorrowerBy:Name:Title: [ ]




---



##### 



BELK TEXAS HOLDINGS LLC, as a BorrowerBy:Name:Title:BELK DEPARTMENT STORES LP, as a BorrowerBy:
    Belk, Inc., its General PartnerBy:Name:Title:BELK ECOMMERCE LLC, as a BorrowerBy:Name:Title:BELK STORES OF MISSISSIPPI LLC, as a BorrowerBy:Name:Title:




---



##### 



EXHIBIT B
 FORM OF NOTICE OF BORROWING




---



##### 



NOTICE OF BORROWING
  
  Credit Agreement Company Borrower Borrowers Lenders
 [ ] [ ] [ ]
  plus
 Interest Period
    
    Termination Date forComponent
    
    
    
    (LIBOR
    
    Interest Periodof Loan
    
    Interest Rate
    
    Rate only)
    
    (if applicable)[Base Rate or LIBOR Rate]




---



##### 








---



##### 



BELK, INC., on behalf of itself and the other
BorrowersBy:Name:Title:




---



##### 



EXHIBIT C
 FORM OF NOTICE OF ACCOUNT DESIGNATION




---



##### 



NOTICE OF ACCOUNT DESIGNATION
  
  Credit Agreement Company Borrower Borrowers
  
    BELK, INC., on behalf of itself and the other
BorrowersBy:Name:Title:




---



##### 



EXHIBIT D
 FORM OF NOTICE OF REPAYMENT




---



##### 



NOTICE OF REPAYMENT
  
  Credit Agreement Company Borrower Borrowers
 [ ] [ ]
  0
    
    Swingline Loan0
    
    Revolving Credit Loan0
    
    Term Loan




---



##### 



BELK, INC., on behalf of itself and the other
BorrowersBy:Name:Title:




---



##### 



EXHIBIT E
 FORM OF NOTICE OF CONVERSION/CONTINUATION




---



##### 



NOTICE OF CONVERSION/CONTINUATION
  
  Notice Credit Agreement Company Borrower Borrowers
 1.
    
    The Loan to which this Notice relates is a [Revolving Credit Loan] [Term Loan].2.
    
    This Notice is submitted for the purpose of:
(Check one and complete applicable information in accordance with the Credit
Agreement.)
 o
    
    Converting all or a portion of a Base Rate Loan into a LIBOR Rate
Loan(a)
    
    The aggregate outstanding principal balance of such Loan is
$ ______________.(b)
    
    The principal amount of such Loan to be converted is
$ ______________.(c)
    
    The requested effective date of the conversion of such Loan is
______________.(d)
    
    The requested Interest Period applicable to the converted Loan
is ______________.o
    
    Converting all or a portion of a LIBOR Rate Loan into a Base Rate Loan(a)
    
    The aggregate outstanding principal balance of such Loan is
$ ______________.(b)
    
    The last day of the current Interest Period for such Loan is
______________.




---



##### 



(c)
    
    The principal amount of such Loan to be converted is
$ ______________.(d)
    
    The requested effective date of the conversion of such Loan is
______________.o
    
    Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan(a)
    
    The aggregate outstanding principal balance of such Loan is
$ ______________.(b)
    
    The last day of the current Interest Period for such Loan is
______________.(c)
    
    The principal amount of such Loan to be continued is
$ ______________.(d)
    
    The requested effective date of the continuation of such Loan
is ______________.(e)
    
    The requested Interest Period applicable to the continued Loan
is ______________.




---



##### 



BELK, INC., on behalf of itself and the other
BorrowersBy:Name:Title:




---



##### 



EXHIBIT F
 FORM OF OFFICERS COMPLIANCE CERTIFICATE




---



##### 



OFFICERS COMPLIANCE CERTIFICATE
 Company Borrower Borrowers
 Credit Agreement Lenders Administrative Agent
 [ ] [ ]
 [ ]
 Schedule 1 Schedule
1




---



##### 



BELK, INC., on behalf of itself and the other
BorrowersBy:Name:Title:




---



##### 



Schedule 1
 [To be provided by Borrowers in form acceptable to Administrative Agent]




---



##### 



EXHIBIT G
 FORM OF ASSIGNMENT AND ASSUMPTION




---



##### 



ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 1 Assignors Assignor 2 Assignees Assignee 3 4 Annex 1
 Assigned
Interest
 1.
    
    Assignor(s):       See Schedule attached hereto
 
 1
    
    For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.2
    
    For bracketed language here and elsewhere in
this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.3
    
    Select as appropriate.4
    
    Include bracketed language if there are either
multiple Assignors or multiple Assignees.




---



##### 



2.
    
    Assignee(s):
    
    See Schedule attached hereto3.
    
    Borrowers:
    
    Belk, Inc. and Subsidiaries of Belk, Inc.
party to the Credit Agreement4.
    
    Administrative Agent:
    
    Wells Fargo Bank, National Association, as the administrative agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Third Amended and Restated Credit
Agreement dated as of November 23, 2010 (as
amended, restated, supplemented or
otherwise modified from time to time, the
Credit Agreement) by and among Belk, Inc.
and the Subsidiaries of Belk, Inc. party
thereto, as Borrowers, the Lenders parties
thereto, as Lenders, and Wells Fargo Bank,
National Association, as Administrative
Agent (as amended, restated, supplemented
or otherwise modified)6.
    
    Assigned Interest:
    
    See Schedule attached hereto[7.
    
    Trade Date:
    
    ______________]5
  
 5
    
    To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as
of the Trade Date.




---



##### 



Effective Date:
    
    __________, 20___ [TO BE INSERTED BY THE
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]
  ASSIGNOR(S)See Schedule attached heretoASSIGNEE(S)See Schedule attached hereto




---



##### 



SCHEDULE
  Assigned Interests:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment/
    
    
    Commitment/
    
    
    Assigned ofFacility
    
    
    Loans for all
    
    
    Loans
    
    
    Commitment/
    
    
    CUSIPAssignor(s)6
    
    Assignee(s)7
    
    
    Assigned8
    
    
    Lenders9
    
    
    Assigned9
    
    
    Loans10
    
    
    Number$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 ASSIGNEE(S)[INSERT NAME OF ASSIGNEE]

[and is an Affiliate/Approved Fund of [identify
Lender]11]By:Name:Title:ASSIGNOR(S)[INSERT NAME OF ASSIGNOR]By:Name:Title: 
 6
    
    List each Assignor, as appropriate.7
    
    List each Assignee, as appropriate.8
    
    Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. Revolving Credit Commitment, Term Loan Commitment,
etc.)9
    
    Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and
the Effective Date.10
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.11
    
    Select as applicable.




---



##### 



[ ] 12
 
 ByName:Title: 
 ByName:Title: [ ] 13
  ByName:Title: 
 12
    
    To be added only if the consent of the
Administrative Agent and/or the Swingline Lender and Issuing Lender is required
by the terms of the Credit Agreement. May also use a Master Consent.13
    
    To be added only if the consent of the
Borrowers is required by the terms of the Credit Agreement. May also use a
Master Consent.




---



##### 



ANNEX 1
 
 Representations and Warranties
 Assignor[s]
 Assignee[s] Section 14.9(b) Sections 6.1 8.1




---



##### 



Payments
 General Provisions