<PAGE>

                                                                    EXHIBIT 10.1

                                               Published CUSIP Number: 45167SAA0

================================================================================

                                  $600,000,000

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                          Dated as of December 21, 2006

                                      among

                                IDEX CORPORATION,
                                 as the Company,

                             BANK OF AMERICA, N.A.,
                 as Administrative Agent, Swing Line Lender and
                                   L/C Issuer,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent

                               LASALLE BANK, N.A.,
             THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH,
                                       and
                          MIZUHO CORPORATE BANK, LTD.,
                           as Co-Documentation Agents

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                                       and
                          WACHOVIA CAPITAL MARKETS LLC,
                    as Lead Arrangers and Joint Book Managers

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              -----
<S>                                                                                                           <C>
ARTICLE I. DEFINITIONS......................................................................................     1
1.01     CERTAIN DEFINED TERMS..............................................................................     1
1.02     OTHER INTERPRETIVE PROVISIONS......................................................................    20
1.03     ACCOUNTING TERMS...................................................................................    21
1.04     EXCHANGE RATES; CURRENCY EQUIVALENTS...............................................................    21
1.05     ADDITIONAL ALTERNATIVE CURRENCIES..................................................................    21
1.06     CHANGE OF CURRENCY.................................................................................    22
1.07     ROUNDING...........................................................................................    23
1.08     TIMES OF DAY.......................................................................................    23
1.09     LETTER OF CREDIT AMOUNTS...........................................................................    23
ARTICLE II. THE CREDITS.....................................................................................    23
2.01     COMMITTED LOANS....................................................................................    23
2.02     BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.......................................    23
2.03     BID LOANS..........................................................................................    25
2.04     LETTERS OF CREDIT..................................................................................    28
2.05     SWING LINE LOANS...................................................................................    35
2.06     PREPAYMENTS........................................................................................    37
2.07     TERMINATION OR REDUCTION OF COMMITMENTS............................................................    38
2.08     REPAYMENT OF LOANS.................................................................................    39
2.09     INTEREST...........................................................................................    39
2.10     FEES...............................................................................................    40
2.11     COMPUTATION OF INTEREST AND FEES...................................................................    40
2.12     EVIDENCE OF DEBT...................................................................................    40
2.13     PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK................................................    41
2.14     SHARING OF PAYMENTS BY LENDERS.....................................................................    42
2.15     INCREASE IN COMMITMENTS............................................................................    43
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY.........................................................    46
3.01     TAXES..............................................................................................    46
3.02     ILLEGALITY.........................................................................................    48
3.03     INABILITY TO DETERMINE RATES.......................................................................    48
3.04     INCREASED COSTS....................................................................................    48
3.05     COMPENSATION FOR LOSSES............................................................................    50
3.06     MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.....................................................    50
3.07     SURVIVAL...........................................................................................    51
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.......................................................    51
4.01     CONDITIONS OF INITIAL CREDIT EXTENSIONS............................................................    51
4.02     CONDITIONS TO ALL CREDIT EXTENSIONS................................................................    52
ARTICLE V. REPRESENTATIONS AND WARRANTIES...................................................................    53
5.01     CORPORATE EXISTENCE AND POWER......................................................................    53
5.02     CORPORATE AUTHORIZATION; NO CONTRAVENTION..........................................................    53
5.03     GOVERNMENTAL AUTHORIZATION.........................................................................    53
5.04     BINDING EFFECT.....................................................................................    53
5.05     LITIGATION.........................................................................................    53
5.06     NO DEFAULT.........................................................................................    54
5.07     ERISA COMPLIANCE...................................................................................    54
5.08     USE OF PROCEEDS; MARGIN REGULATIONS................................................................    55
5.09     TITLE TO PROPERTIES................................................................................    55
5.10     TAXES..............................................................................................    55
5.11     FINANCIAL CONDITION................................................................................    55
5.12     ENVIRONMENTAL MATTERS..............................................................................    55
5.13     REGULATED ENTITIES.................................................................................    55
5.14     SUBSIDIARIES.......................................................................................    56
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                             <C>
5.15     INSURANCE..........................................................................................    56
5.16     SWAP OBLIGATIONS...................................................................................    56
5.17     FULL DISCLOSURE....................................................................................    56
ARTICLE VI. AFFIRMATIVE COVENANTS...........................................................................    56
6.01     FINANCIAL STATEMENTS...............................................................................    56
6.02     CERTIFICATES; OTHER INFORMATION....................................................................    57
6.03     NOTICES............................................................................................    57
6.04     PRESERVATION OF CORPORATE EXISTENCE, ETC...........................................................    58
6.05     MAINTENANCE OF PROPERTY............................................................................    58
6.06     INSURANCE..........................................................................................    59
6.07     PAYMENT OF TAX OBLIGATIONS.........................................................................    59
6.08     COMPLIANCE WITH LAWS...............................................................................    59
6.09     COMPLIANCE WITH ERISA..............................................................................    59
6.10     INSPECTION OF PROPERTY AND BOOKS AND RECORDS.......................................................    59
6.11     ENVIRONMENTAL LAWS.................................................................................    59
6.12     USE OF PROCEEDS....................................................................................    59
ARTICLE VII. NEGATIVE AND FINANCIAL COVENANTS...............................................................    60
7.01     LIMITATION ON LIENS................................................................................    60
7.02     DISPOSITION OF ASSETS..............................................................................    61
7.03     CONSOLIDATIONS AND MERGERS.........................................................................    62
7.04     LOANS AND INVESTMENTS..............................................................................    62
7.05     LIMITATION ON INDEBTEDNESS.........................................................................    63
7.06     TRANSACTIONS WITH AFFILIATES.......................................................................    64
7.07     CONTINGENT OBLIGATIONS.............................................................................    64
7.08     RESTRICTED PAYMENTS................................................................................    65
7.09     ERISA..............................................................................................    65
7.10     CHANGE IN BUSINESS.................................................................................    65
7.11     ACCOUNTING CHANGES.................................................................................    65
7.12     MODIFICATIONS, ETC. OF SUBORDINATED DEBT AND RELATED DOCUMENTS.....................................    65
7.13     SALE-LEASEBACKS....................................................................................    66
7.14     NO NEGATIVE PLEDGES; SUBSIDIARY PAYMENTS...........................................................    66
7.15     FINANCIAL COVENANTS................................................................................    66
ARTICLE VIII. EVENTS OF DEFAULT.............................................................................    66
8.01     EVENT OF DEFAULT...................................................................................    66
8.02     REMEDIES UPON EVENT OF DEFAULT.....................................................................    68
8.03     APPLICATION OF FUNDS...............................................................................    69
ARTICLE IX. THE AGENT.......................................................................................    69
9.01     APPOINTMENT AND AUTHORITY..........................................................................    69
9.02     RIGHTS AS A LENDER.................................................................................    69
9.03     EXCULPATORY PROVISIONS.............................................................................    70
9.04     RELIANCE BY ADMINISTRATIVE AGENT...................................................................    70
9.05     DELEGATION OF DUTIES...............................................................................    71
9.06     RESIGNATION OF ADMINISTRATIVE AGENT................................................................    71
9.07     NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.............................................    71
9.08     NO OTHER DUTIES, ETC...............................................................................    72
ARTICLE X. MISCELLANEOUS....................................................................................    72
10.01    AMENDMENTS, ETC....................................................................................    72
10.02    NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION...................................................    73
10.03    NO WAIVER; CUMULATIVE REMEDIES.....................................................................    74
10.04    EXPENSES; INDEMNITY; DAMAGE WAIVER.................................................................    74
10.05    PAYMENTS SET ASIDE.................................................................................    75
10.06    SUCCESSORS AND ASSIGNS.............................................................................    76
10.07    TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY..................................................    79
10.08    RIGHT OF SETOFF....................................................................................    80
10.09    INTEREST RATE LIMITATION...........................................................................    80
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
10.10    COUNTERPARTS; INTEGRATION; EFFECTIVENESS...........................................................    80
10.11    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.........................................................    80
10.12    SEVERABILITY.......................................................................................    80
10.13    REPLACEMENT OF LENDERS.............................................................................    81
10.14    GOVERNING LAW; JURISDICTION; ETC...................................................................    81
10.15    WAIVER OF JURY TRIAL...............................................................................    82
10.16    USA PATRIOT ACT NOTICE.............................................................................    82
10.17    JUDGMENT CURRENCY..................................................................................    82
10.18    ENTIRE AGREEMENT...................................................................................    83
</TABLE>

                                       iii
<PAGE>

SCHEDULES

     Schedule 1.01             Mandatory Cost Formulae
     Schedule 2.01             Commitments and Applicable Percentages
     Schedule 2.04             Existing Letters of Credit
     Schedule 5.05             Litigation
     Schedule 5.07             ERISA Matters
     Schedule 5.11             Permitted Liabilities
     Schedule 5.12             Environmental Matters
     Schedule 5.14             Subsidiaries and Minority Interests
     Schedule 5.15             Insurance Matters
     Schedule 7.01             Permitted Liens
     Schedule 7.04             Permitted Investments
     Schedule 7.05             Permitted Indebtedness
     Schedule 7.07             Contingent Obligations
     Schedule 10.02            Lending Offices; Addresses for Notices

EXHIBITS

     Exhibit A                 Form of Committed Loan Notice
     Exhibit B-1               Form of Bid Request
     Exhibit B-2               Form of Competitive Bid
     Exhibit C                 Form of Swing Line Loan Notice
     Exhibit D                 Form of Note
     Exhibit E                 Form of Compliance Certificate
     Exhibit F                 Form of Assignment and Assumption

                                       iv
<PAGE>

                                CREDIT AGREEMENT

      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December
21, 2006 among IDEX CORPORATION, a Delaware corporation (the "Company"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer.

      WHEREAS, the Company is a party to the Credit Agreement, dated as of
December 14, 2004 (as heretofore amended, amended and restated, supplemented or
otherwise modified, the "Existing Credit Agreement"), with the financial
institutions party thereto as lenders (the "Existing Lenders") and, the
Administrative Agent; and

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

      NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto hereby agree that on the Restatement
Date (as defined below) the Existing Credit Agreement shall be, and hereby is,
amended and restated in its entirety as follows:

      The Company has requested that the Lenders provide a revolving credit
facility and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                 I. DEFINITIONS

      A. CERTAIN DEFINED TERMS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS
HAVE THE MEANINGS SET FORTH BELOW:

      "Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

      "Absolute Rate Loan" means a Bid Loan that bears interest at a rate
determined with reference to an Absolute Rate.

      "Accounts Receivable" means presently existing and hereafter arising or
acquired accounts receivable, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to Inventory or arising
from the sale of Inventory or the rendering of services or howsoever otherwise
arising, and, with respect to any of the foregoing receivables or obligations,
(a) all of the interest of the Company or any of its Subsidiaries in the goods
(including returned goods) the sale of which gave rise to such receivable or
obligation after the passage of title thereto to any obligor, (b) all other
Liens and property subject thereto from time to time purporting to secure
payment of such receivables or obligations, (c) all guarantees, insurance,
letters of credit and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such receivables or
obligations, (d) all interests of the Receivables Subsidiary under the documents
evidencing a Permitted Receivables Purchase Facility and any permitted
performance guaranty given in connection therewith, and (e) all records relating
to any of the foregoing and all proceeds and products of any of the foregoing.

      "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person or (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary.

<PAGE>

      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.

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

      "Affiliate" means, with respect to any 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.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Agreement" means this Credit Agreement as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.

      "Alternative Currency" means each of Euro, Sterling, Yen, Swiss Francs,
Canadian Dollars and each other currency (other than Dollars) that is approved
in accordance with Section 1.05.

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

      "Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $300,000,000. The Alternative Currency Sublimit is
part of, and not in addition to, the Aggregate Commitments.

         "Applicable Percentage" means with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

                                 APPLICABLE RATE
<TABLE>
<CAPTION>
                                                         EUROCURRENCY
                                                            RATE +
                                                         -------------
PRICING         DEBT RATINGS                               LETTERS OF           BASE RATE
 LEVEL       S&P/MOODY'S/FITCH        FACILITY FEE           CREDIT                 +
-------      -----------------        ------------       -------------          ---------
<S>          <C>                      <C>                  <C>                  <C>

   1          A/A2/A or better              6.0              24.0                  0
   2              A-/A3/A-                  7.0              28.0                  0
   3           BBB+/Baa1/BBB+               8.0              32.0                  0
   4            BBB/Baa2/BBB               10.0              40.0                  0
   5           BBB-/Baa3/BBB-              12.5              50.0                  0
                  or worse
</TABLE>

                                       2
<PAGE>

            "Debt Rating" means, as of any date of determination, the rating as
      determined by S&P, Moody's and Fitch (collectively, the "Debt Ratings") of
      the Company's non-credit-enhanced, senior unsecured long-term debt;
      provided, that, if the Debt Ratings fall within different levels: (a) if
      only two Rating Agencies provide a rating, (i) if one rating is one level
      higher than the other rating, the Applicable Rate will be based on the
      higher Debt Rating (with the Debt Rating for Pricing Level 1 being the
      highest and the Debt Rating for Pricing Level 5 being the lowest) and (ii)
      otherwise, the Applicable Rate will be based on the rating that is one
      level lower than the higher rating and (b) otherwise, (i) if two of the
      Debt Ratings are at the same level, the Applicable Rate will be based on
      such level and (ii) if each of the three ratings fall within different
      levels, then the Applicable Rate will be based on the Debt Rating that is
      in between the highest and lowest rating.

Initially, the Applicable Rate shall be determined based upon the Debt Ratings
specified in the certificate delivered pursuant to Section 4.01(f)(iv).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in any Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Company to
the Administrative Agent of notice thereof pursuant to Section 6.03(e) and
ending on the date immediately preceding the effective date of the next such
change and, in the case of a downgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

      "Arrangers" means Banc of America Securities LLC and Wachovia Capital
Markets, LLC, in their capacities as lead arrangers.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

      "Attributable Indebtedness" means, without duplication, on any date, (a)
in respect of any Capital Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP, (b) in respect of any Off Balance Sheet Obligation which
is a lease, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease were accounted for as a
capital lease, (c) in respect of any Permitted Receivables Purchase Facility,
the amount of Receivables Facility Attributed Indebtedness and (d) in respect of
any other Off Balance Sheet Obligation, the amount of such Obligations which
would reasonably be expected to be characterized as indebtedness upon the
insolvency or bankruptcy of such Person.

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.07, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change

                                       3
<PAGE>

in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

      "Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of
the same Type from each of the Lenders whose offer to make one or more Bid Loans
as part of such borrowing has been accepted under the auction bidding procedures
described in Section 2.03.

      "Bid Loan" has the meaning specified in Section 2.03(a).

      "Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Company.

      "Bid Loan Sublimit" means an amount equal to $50,000,000. The Bid Loan
Sublimit is part of, and not in addition to, the Aggregate Commitments.

      "Bid Request" means a written request for one or more Bid Loans
substantially in the form of Exhibit B-1.

      "Borrowing" means a Committed Borrowing, a Bid Borrowing or a Swing Line
Borrowing, as the context may require.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and:

            (a) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Committed Loan denominated in Dollars, any fundings,
      disbursements, settlements and payments in Dollars in respect of any such
      Eurocurrency Rate Committed Loan, or any other dealings in Dollars to be
      carried out pursuant to this Agreement in respect of any such Eurocurrency
      Rate Committed Loan, means any such day on which dealings in deposits in
      Dollars are conducted by and between banks in the London interbank
      eurodollar market;

            (b) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Committed Loan denominated in Euro, any fundings,
      disbursements, settlements and payments in Euro in respect of any such
      Eurocurrency Rate Committed Loan, or any other dealings in Euro to be
      carried out pursuant to this Agreement in respect of any such Eurocurrency
      Rate Committed Loan, means a TARGET Day;

            (c) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Committed Loan denominated in a currency other than
      Dollars or Euro, means any such day on which dealings in deposits in the
      relevant currency are conducted by and between banks in the London or
      other applicable offshore interbank market for such currency; and;

            (d) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than Dollars or Euro in respect of a
      Eurocurrency Rate Committed Loan denominated in a currency other than
      Dollars or Euro, or any other dealings in any currency other than Dollars
      or Euro to be carried out pursuant to this Agreement in respect of any
      such Eurocurrency Rate Committed Loan (other than any interest rate
      settings), means any such day on which banks are open for foreign exchange
      business in the principal financial center of the country of such
      currency.

      "Canadian Dollar" means the lawful currency of Canada.

      "Capital Lease" has the meaning specified in the definition of "Capital
Lease Obligations."

                                       4
<PAGE>

      "Capital Lease Obligations" means the principal component of all monetary
obligations of the Company or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, is classified as a capital
lease ("Capital Lease").

      "Cash Collateralize" has the meaning specified in Section 2.04(g).

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule regulation or treaty or in
the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

      "Change of Control" means any of the following: (i) any person or group of
persons (within the meaning of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d promulgated by the SEC under the
Exchange Act) of 30% or more of the issued and outstanding shares of the
Company's capital stock having the right to vote for the election of directors
of the Company under ordinary circumstances; or (ii) during any period of twelve
consecutive calendar months, individuals who at the beginning of such period
constituted the Company's board of directors (together with any new directors
whose election by the Company's board of directors or whose nomination for
election by the Company's stockholders was approved by a vote of a majority of
the directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986, and all rules and
regulations promulgated thereunder.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Company pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar 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 adjusted from time to time in
accordance with this Agreement.

      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Committed Loans, having the same Interest Period made by each
of the Lenders pursuant to Section 2.01.

      "Committed Loan" has the meaning specified in Section 2.01.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Committed Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

      "Company" has the meaning specified in the introductory paragraph hereto.

      "Competitive Bid" means a written offer by a Lender to make one or more
Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed
by a Lender.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

         "Consolidated Debt" means, as of any date of determination, for the
Company and its Subsidiaries, without duplication, the sum of (a) all
Indebtedness of the Company determined on a consolidated basis in accordance
with GAAP, (b) Attributable Indebtedness in respect of Capital Leases, Off
Balance Sheet Obligations and a Permitted

                                       5
<PAGE>

Receivables Purchase Facility, and (c) all Guaranty Obligations with respect to
debt of the types specified in subsections (a) and (b) above of Persons other
than the Company or any Subsidiary.

      "Consolidated Interest Expense" means, for any period, the sum, without
duplication, of total interest expense (including that attributable to Capital
Leases in accordance with GAAP) of the Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of the Company
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, but excluding, however, any amortization of deferred
financing costs, all as determined on a consolidated basis for the Company and
its consolidated Subsidiaries in accordance with GAAP plus the interest
component of Off Balance Sheet Obligations. Any calculation of pro forma
Consolidated Interest Expense with respect to an Acquisition shall be done on
the basis that (A) any Indebtedness incurred or assumed in connection with such
Acquisition was incurred or assumed at the beginning of the pro forma period,
(B) such Indebtedness was repaid from operating cash flow over the pro forma
period at the intervals and in the amounts reasonably projected to be paid in
respect of such Indebtedness over the 12-month period immediately following the
Acquisition and (C) if such Indebtedness bears a floating interest rate, such
interest shall be paid over the pro forma period at the rate in effect on the
date of such Acquisition.

      "Consolidated Net Income" and "Consolidated Net Loss" mean, respectively,
with respect to any period for any Person, the aggregate of the net income
(loss) of such Person for such period, determined in accordance with GAAP on a
consolidated basis, provided that the net income (loss) of any other Person
which is not a Subsidiary shall be included in the Consolidated Net Income of
such Person only to the extent of the amount of cash dividends or distributions
paid to such Person or to a consolidated Subsidiary of such Person. There shall
be excluded from Consolidated Net Income (a) non-cash extraordinary losses as
long as no reserve is required to be established in accordance with GAAP and (b)
the excess (but not the deficit), if any, of (i) any gain which must be treated
as an extraordinary item under GAAP or any gain realized upon the sale or other
disposition of any real property or equipment that is not sold in the ordinary
course of business or of any capital stock of a Subsidiary of such Person over
(ii) any loss which is not excluded pursuant to subsection (a) above.

      "Consolidated Net Worth" means, as of any date of determination, for the
Company and its Subsidiaries on a consolidated basis, shareholders' equity as of
that date determined in accordance with GAAP.

      "Consolidated Total Assets" means the total assets of the Company and its
Subsidiaries determined in accordance with GAAP.

      "Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed
equal to the stated or determinable amount of the primary obligation in respect
of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof
provided, that if any Guaranty Obligation (i) is limited to an amount less than
the obligations guaranteed or supported the amount of the corresponding
Contingent Obligation shall be equal to the lesser of the amount determined
pursuant to the initial clause of this sentence and the amount to which such
guaranty is so limited or (ii) is limited to recourse against a particular asset
or assets of such Person the amount of the

                                       6
<PAGE>

corresponding Contingent Obligation shall be equal to the lesser of the amount
determined pursuant to the initial clause of this sentence and the fair market
value of such asset or assets at the date for determination of the amount of the
Contingent Obligation, (b) in the case of other Contingent Obligations other
than in respect of Swap Contracts, be equal to the maximum reasonably
anticipated liability in respect thereof, and (c) in the case of Contingent
Obligations in respect of Swap Contracts, be equal to the Swap Termination
Value.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

      "Control" means 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 ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt Rating" has the meaning set forth in the definition of "Applicable
Rate."

      "Debtor Relief Laws" means 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.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (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 unless such failure has been cured, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

      "Disposition" has the meaning specified in Section 7.02.

      "Dollar" and "$" mean lawful currency of the United States.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

      "Domestic Subsidiary" means any Subsidiary of the Company that is not a
Foreign Subsidiary.

      "EBIT" means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a)
Consolidated Net Income for such period plus (b) all amounts treated as

                                       7
<PAGE>

expenses for interest plus (c) all accrued taxes plus (d) the interest component
with respect to Off Balance Sheet Obligations, in each case to the extent
included in the determination of such Consolidated Net Income.

      "EBITDA" means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a) EBIT plus
(b) all amounts treated as expenses for depreciation or the amortization of
intangibles of any kind to the extent included in the determination of
Consolidated Net Income, provided that in the event of the occurrence of any
Acquisition or Disposition during such period, EBITDA shall be calculated on a
pro forma basis as if such Acquisition or Disposition occurred on the first day
of the relevant period such that, in the case of an Acquisition, all income and
expense associated with the assets or entity acquired in connection with such
Acquisition for the most recently ended four fiscal quarter period for which
such income and expense amounts are available shall be treated as earned or
incurred by the Company over the applicable period and, in the case of a
Disposition, all income and expense associated with the assets or entity sold or
transferred during such period shall be eliminated over the applicable period.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; and
(c) any other Person (other than a natural person) approved by (i) the
Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless
an Event of Default under Section 8.01(f) or 8.01(g) has occurred and is
continuing, or an Event of Default under Section 8.01(a) has occurred and is
continuing for 20 days or more, the Company (each such approval not to be
unreasonably withheld or delayed); provided that, notwithstanding the foregoing,
(x) any assignment to a Person that is not a commercial bank shall not become
effective without the consent of the Company if, after giving effect thereto,
such Person and its Affiliates would collectively hold more than 20% of the
Total Outstandings, (y) "Eligible Assignee" shall not include the Company or any
of the Company's Affiliates or Subsidiaries; and (z) prior to termination of the
Commitments, an Eligible Assignee shall include only a Lender, an Affiliate of a
Lender or another Person, which, through its Lending Offices, is capable of
lending the applicable Alternative Currencies to the Company without the
imposition of any Taxes or additional Taxes, as the case may be. The Company's
withholding of consent to an assignment, to the extent its consent is required
above, shall not be deemed unreasonable if the assignee is not a commercial
bank, savings and loan association or savings bank having a combined capital and
surplus of $200,000,000.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

      "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

      "Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters.

      "ERISA" means the Employee Retirement Income Security Act of 1974, and all
rules and regulations promulgated thereunder.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the

                                       8
<PAGE>

Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Company or any ERISA Affiliate.

      "Euro" and "EUR" means the lawful currency of the Participating Member
States introduced in accordance with EMU Legislation.

      "Eurocurrency Base Rate" has the meaning specified in the definition of
"Eurocurrency Rate".

      "Eurocurrency Bid Margin" means the margin above or below the Eurocurrency
Base Rate to be added to or subtracted from the Eurocurrency Base Rate, which
margin shall be expressed in multiples of 1/100th of one basis point.

      "Eurocurrency Margin Bid Loan" means a Bid Loan that bears interest at a
rate based upon the Eurocurrency Base Rate. All Eurocurrency Margin Bid Loans
must be denominated in Dollars.

      "Eurocurrency Rate" means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

                                    Eurocurrency Base Rate
         Eurocurrency Rate =  --------------------------------------
                              1.00 - Eurocurrency Reserve Percentage

Where,

            "Eurocurrency Base Rate" means, for such Interest Period:

            (a) the rate per annum equal to the British Bankers Association
      LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially
      available source providing quotations of BBA LIBOR as designated by the
      Administrative Agent from time to time) at approximately 11:00 a.m.,
      London time, two Business Days prior to the commencement of such Interest
      Period, for deposits in the relevant currency (for delivery on the first
      day of such Interest Period) with a term equivalent to such Interest
      Period; or

            (b) if such rate is not available at such time for any reason, then
      the "Eurocurrency Base Rate" for such Interest Period shall be the rate
      per annum determined by the Administrative Agent to be the rate at which
      deposits in the relevant currency for delivery on the first day of such
      Interest Period in Same Day Funds in the approximate amount of the
      Eurocurrency Rate Loan being made, continued or converted by Bank of
      America (or, in the case of a Bid Loan, the applicable Bid Loan Lender)
      and with a term equivalent to such Interest Period would be offered by
      Bank of America's (or such Bid Loan Lender's) London Branch (or other Bank
      of America branch or Affiliate) to major banks in the London or other
      offshore interbank market for such currency at their request at
      approximately 11:00 a.m. (London time) two Business Days prior to (or, in
      the case of Eurocurrency Rate Loans denominated in Sterling, the same
      Business Day as) the commencement of such Interest Period; or

            (c) for any Interest Period with respect to any Eurocurrency Rate
      Loan advanced by a Lender required to comply with the relevant
      requirements of the Bank of England and the Financial Services Authority
      of the United Kingdom, the sum of (i) the rate determined in accordance
      with clauses (a) or (b) of this definition and (ii) the Mandatory Cost for
      such Interest Period; or

            (d) additionally, the Eurocurrency Base Rate for the initial
      Interest Period with respect to the initial Committed Borrowing shall be
      the rate per annum determined by the Administrative Agent to be the

                                       9
<PAGE>

      rate at which deposits in Dollars for delivery on the first day of such
      Interest Period in Same Day Funds in the approximate amount of the
      Eurocurrency Rate Committed Loan being made, continued or converted by
      Bank of America and with a term equivalent to such Interest Period would
      be offered by Bank of America's Grand Cayman Banking Center, Grand Cayman,
      British West Indies, to major banks in the offshore interbank market for
      Dollars on the first Business Day of such Interest Period.

            "Eurocurrency Reserve Percentage" means, for any day during any
      Interest Period, the reserve percentage (expressed as a decimal, carried
      out to five decimal places) in effect on such day, whether or not
      applicable to any Lender, under regulations issued from time to time by
      the FRB for determining the maximum reserve requirement (including any
      emergency, supplemental or other marginal reserve requirement) with
      respect to Eurocurrency funding (currently referred to as "Eurocurrency
      liabilities"). The Eurocurrency Rate for each outstanding Eurocurrency
      Rate Loan shall be adjusted automatically as of the effective date of any
      change in the Eurocurrency Reserve Percentage.

      "Eurocurrency Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Committed
Loans may be denominated in Dollars or in an Alternative Currency. All Committed
Loans denominated in an Alternative Currency must be Eurocurrency Rate Committed
Loans.

      "Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan or a
Eurocurrency Margin Bid Loan.

      "Event of Default" has the meaning specified in Section 8.01.

      "Exchange Act" means the Securities Exchange Act of 1934, and regulations
promulgated thereunder, in each case, as amended from time to time.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Company hereunder, (a) taxes imposed on or
measured by its net income (however denominated), and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in which such Lender maintains a
lending office, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Company is located
and (c) in the case of a Lender (other than an assignee pursuant to a request by
the Company under Section 10.13), any withholding tax that is imposed on amounts
payable to such Lender at the time such Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Lender's failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Company with respect to such withholding tax
pursuant to Section 3.01(a).

      "Existing Credit Agreement" has the meaning specified in the recitals
hereto.

      "Existing Lenders" shall have the meaning assigned to such term in the
preamble hereto.

      "Existing Letters of Credit" has the meaning specified in Section
2.04(a)(i).

      "Exiting Lenders" shall mean each of the Existing Lenders which is not a
Lender under this Agreement.

      "Federal Funds Rate" means, 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 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 Rate for such day shall

                                       10
<PAGE>

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 as of November 22, 2006,
among the Company, the Administrative Agent, Banc of America Securities LLC and
Wachovia Bank, National Association and Wachovia Capital Markets, LLC.

      "Fitch" means Fitch Ratings Ltd. or any successor thereto.

      "Foreign Lender" means any Lender that is not a U.S. person within the
meaning of Section 7701(a)(30) of the Code.

      "Foreign Subsidiary" means any Subsidiary of the Company that (A) is
incorporated under the laws of a jurisdiction other than any State of the U.S.,
the District of Columbia or any territory, commonwealth or possession of the
U.S. and (B) maintains the major portion of its assets outside the U.S.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States, and any Governmental Authority succeeding to any of its principal
functions.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of (a) in the case of
any computation pursuant to Section 7.15, the date of this Agreement and (b) in
all other cases, the applicable date.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Granting Lender" has the meaning specified in Section 10.06(h).

      "Guaranty Obligation" has the meaning specified in the definition of
"Contingent Obligation."

      "Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property); (f) all Capital Lease Obligations and Off Balance Sheet
Obligations including all Receivables Facility Attributed Indebtedness; (g) all
indebtedness referred to in subsections (a) through (f) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (including accounts
and contracts rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness; and (h) all
Guaranty Obligations in respect of indebtedness or obligations of others of the
kinds referred to in subsections (a) through (g) above. In the event any of the
foregoing Indebtedness is limited to recourse against a particular asset or
assets of such Person, the amount of

                                       11

<PAGE>

the corresponding Indebtedness shall be equal to the lesser of the amount of
such Indebtedness and the fair market value of such asset or assets at the date
for determination of the amount of such Indebtedness. In addition, the amount of
any Indebtedness which is also a Contingent Obligation shall be determined as
provided in the definition of "Contingent Obligation."

      For all purposes of this Agreement, the Indebtedness of any Person shall
include all Indebtedness of any partnership or Joint Venture or limited
liability company in which such Person is a general partner or a joint venturer
or a member, but in any such case, only to the extent any such Indebtedness is
recourse to such Person. The amount of any Capital Lease or Off Balance Sheet
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnified Person" has the meaning specified in Section 10.04(b).

      "Independent Auditor" has the meaning specified in Section 6.01(a).

      "Insolvency Proceeding" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
Governmental Authority relating to Debtor Relief Laws or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors, undertaken under Debtor Relief
Laws.

      "Intercompany Indebtedness" means Indebtedness of the Company or any of
its Subsidiaries which, in the case of the Company, is owing to any Subsidiary
of the Company and which, in the case of any Subsidiary, is owing to the Company
or any of the Company's other Subsidiaries.

      "Interest Coverage Ratio" means, as of any date of determination, the
ratio of EBITDA for the period of the four prior fiscal quarters ending on such
date to Consolidated Interest Expense for such period.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

      "Interest Period" means (a) as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case
of any Eurocurrency Rate Committed Loan) converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Company in its Committed Loan Notice or Bid
Request, as the case may be, or, in the case of Eurocurrency Rate Committed
Loans, nine or twelve months if requested by the Company and consented to by all
the Lenders; and (b) as to each Absolute Rate Loan, a period of not less than 7
days and not more than 183 days as selected by the Company in its Bid Request;
provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

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

            (iii) no Interest Period shall extend beyond the Maturity Date.

                                       12

<PAGE>

      "Inventory" means, inclusively, all inventory as defined in the Uniform
Commercial Code in effect in the State of Illinois from time to time and all
goods, merchandise and other personal property wherever located, now owned or
hereafter acquired by the Company or any of its Subsidiaries of every kind or
description which are held for sale or lease or are furnished or to be furnished
under a contract of service or are raw materials, work-in-process or materials
used or consumed or to be used or consumed in the Company's or any of its
Subsidiaries' business.

      "Investments" has the meaning specified in Section 7.04.

      "IRS" means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

      "Joint Venture" means a single-purpose corporation, partnership, limited
liability company, joint venture or other similar legal arrangement (whether
created by contract or conducted through a separate legal entity) now or
hereafter formed by the Company or any of its Subsidiaries with another Person
in order to conduct a common venture or enterprise with such Person.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated
in Dollars.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

      "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "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, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

                                       13

<PAGE>

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

      "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit. Letter of Credit may be issued
in Dollars or in an Alternative Currency.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

      "Letter of Credit Fee" has the meaning specified in Section 2.04(i).

      "Letter of Credit Sublimit" means an amount equal to $50,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "Leverage Ratio" means, as of any date of determination, for the Company
and its Subsidiaries, the ratio of (a) Consolidated Debt as of such date to (b)
EBITDA for the period of the four fiscal quarters ending on such date.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing), but, in any
such case, not including the interest of a lessor under an operating lease which
does not constitute Off Balance Sheet Obligations or the interest of a purchaser
of Accounts Receivable under any Permitted Receivables Purchase Facility.

      "Loan" means an extension of credit by a Lender to the Company under
Article II in the form of a Committed Loan, a Bid Loan or a Swing Line Loan.

      "Loan Documents" means this Agreement, each Note, each Issuer Document and
the Fee Letter.

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

      "Margin Stock" means "margin stock" as such term is defined in Regulation
T, U or X of the FRB.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, or financial
condition of the Company and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Company and its Subsidiaries to perform under
any material Loan Document; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Company or any Subsidiary
of any material Loan Document.

      "Material Subsidiary" means, at any time, any Subsidiary having at such
time total assets, as of the last day of the preceding fiscal quarter, having a
net book value in excess of 10% of Consolidated Total Assets, based upon the
Company's most recent annual or quarterly financial statements delivered to the
Administrative Agent under Section 6.01.

      "Maturity Date" means December 21, 2011, provided that, if such date is
not a Business Day, the Maturity Date shall be the next preceding Business Day,
subject to extension (in the case of each Lender consenting thereto) as provided
in Section 2.16.

                                       14

<PAGE>

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

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

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Company arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, 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 Company 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.

      "OFAC" means the U.S. Department of the Treasury's Office of Foreign
Assets Control.

      "Off Balance Sheet Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b)
an agreement for the use or possession of property creating obligations that do
not appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment), or (c) Attributable
Indebtedness and other obligations in respect of a Permitted Receivables
Purchase Facility. The interest component of Off Balance Sheet Obligations shall
mean in the case of a lease, those monetary obligations which would, in
accordance with GAAP, be treated as interest if such lease was a Capital Lease,
and in all other cases shall be the amount which would be characterized as
interest upon the insolvency or bankruptcy of such Person (assuming, for
purposes of any Permitted Receivables Purchase Facility, that such sale does not
constitute a true sale).

      "Organization Documents" means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

      "Other Taxes" means any present or future stamp, court 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,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

      "Outstanding Amount" means (i) with respect to Committed Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; (ii) with respect to Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (iii) with respect to any L/C Obligations on
any date, the Dollar Equivalent amount of the aggregate outstanding amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Company of Unreimbursed Amounts.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with

                                       15

<PAGE>

respect to which such rate is being determined, would be offered for such day by
a branch or Affiliate of Bank of America in the applicable offshore interbank
market for such currency to major banks in such interbank market.

      "Participant" has the meaning specified in Section 10.06(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

      "Participating Subsidiary" means any Subsidiary of the Company that is a
participant in any Permitted Receivables Purchase Facility.

      "PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

      "Permitted Acquisition" means any Acquisition by the Company or a
Subsidiary of the Company if all of the following conditions are met:

            (a) no Default or Event of Default has occurred and is continuing or
      would result therefrom; and

            (b) the prior, effective written consent or approval of such
      Acquisition by the board of directors or equivalent governing body of the
      acquiree is obtained.

      "Permitted Liens" has the meaning specified in Section 7.01.

      "Permitted Receivables Purchase Facility" means any receivables financing
program providing for the sale or contribution of Accounts Receivable by the
Company and its Participating Subsidiaries directly or indirectly to the
Receivables Subsidiary in transactions purporting to be sales (and treated as
sales for GAAP purposes), which Receivables Subsidiary shall finance the
purchase of such Accounts Receivable by the sale, transfer, conveyance, lien or
pledge of such Accounts Receivable to one or more limited purpose financing
companies, special purpose entities and/or other financial institutions, in each
case, on a basis that does not provide, directly or indirectly, for recourse
against the seller of such Accounts Receivable (or against any of such seller's
Affiliates other than the Receivables Subsidiary) by way of a guaranty or any
other support arrangement, with respect to the amount of such Accounts
Receivable (based on the financial condition or circumstances of the obligor
thereunder), other than such limited recourse as is reasonable given market
standards for transactions of a similar type, taking into account such factors
as historical bad debt loss experience and obligor concentration levels;
provided that any such transaction described in the foregoing clause shall be
consummated pursuant to documentation in form and substance reasonably
satisfactory to Agent, as evidenced by its written approval thereof.

      "Permitted Swap Obligations" means all obligations (contingent or
otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that each of the following criteria is satisfied: (a) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view;" and
(b) such Swap Contracts do not contain any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

                                       16

<PAGE>

      "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Company or an ERISA Affiliate sponsors or maintains or to which
the Company or an ERISA Affiliate makes, is making, or is obligated to make
contributions and includes any Pension Plan.

      "Rating Agency" shall mean Moody's, Standard & Poor's or Fitch, as
applicable.

      "Receivables Facility Attributed Indebtedness" at any time shall mean the
aggregate net outstanding amount theretofore paid to the Receivables Subsidiary
in respect of the Accounts Receivable sold or transferred by it in connection
with a Permitted Receivables Purchase Facility (it being the intent of the
parties that the amount of Receivables Facility Attributed Indebtedness at any
time outstanding approximate as closely as possible the principal amount of
Indebtedness which would be outstanding at such time under such Permitted
Receivables Purchase Facility if the same were structured as a secured lending
agreement rather than a purchase agreement).

      "Receivables Subsidiary" means IDEX Receivables Corporation and any other
special purpose, bankruptcy remote Wholly-Owned Subsidiary of the Company which
may be formed for the sole and exclusive purpose of engaging in activities in
connection with the purchase, sale and financing of Accounts Receivable in
connection with and pursuant to a Permitted Receivables Purchase Facility.

      "Refinancing Indebtedness" means Indebtedness incurred to refinance other
Indebtedness as long as such refinancing does not (i) result in an increase in
the total principal amount thereof by an amount in excess of accrued interest,
call premiums and expenses incurred in connection with such refinancing or (ii)
create Indebtedness with a weighted average life to maturity that is less than
the weighted average life to maturity of the Indebtedness being refinanced or
shorten the final maturity of the Indebtedness being refinanced, provided that
if such Indebtedness being refinanced is Indebtedness of the Company, then such
Refinancing Indebtedness shall be Indebtedness solely of the Company.

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means, any of the events set forth in Section 4043(c)
of ERISA or the regulations thereunder, other than any such event for which the
30-day notice requirement under ERISA has been waived in regulations issued by
the PBGC.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to a Bid Loan, a Bid Request, (c) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (d) with respect to a Swing Line
Loan, a Swing Line Loan Notice.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the 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.

      "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

      "Responsible Officer" means the chief executive officer, the chief
operating officer, the president, the chief financial officer, the controller or
the treasurer of the Company, or any other officer having substantially the same
authority and responsibility.

                                       17

<PAGE>

      "Restatement Date" the date on which all of the conditions precedent set
forth in Section 4.01 shall have been satisfied or waived, which date is
December 21, 2006.

      "Restricted Payment" has the meaning specified in Section 7.08.

      "Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C
Issuer under any Letter of Credit denominated in an Alternative Currency, (iv)
in the case of the Existing Letters of Credit, the Closing Date, and (v) such
additional dates as the Administrative Agent or the L/C Issuer shall determine
or the Required Lenders shall require.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

      "Sale and Leaseback Transaction" means any arrangement, directly or
indirectly, whereby a seller or transferor shall sell or otherwise transfer any
real or personal property and then or thereafter lease, or repurchase under an
extended purchase contract, conditional sales or other title retention
agreement, the same or similar property.

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.

      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "SPC" has the meaning specified in Section 10.06(h).

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

      "Spot Rate" for a currency means the rate determined by the Administrative
Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

      "Sterling" and "(pound)" mean the lawful currency of the United Kingdom.

      "Subordinated Debt" shall mean all unsecured Indebtedness of the Company
for money borrowed which is subordinated in form and substance to the
Obligations, and which has terms of payment, covenants and remedies, all
satisfactory to the Required Lenders as evidenced by their written approval
thereof.

                                       18

<PAGE>

      "Subsidiary" of a Person means any corporation, association, partnership,
limited liability company, joint venture or other business entity of which more
than 50% of the securities, membership interests or other equity interests
having ordinary voting power for the election of directors or other governing
body are at the time beneficially owned or controlled directly or indirectly by
the Person, or one or more of the Subsidiaries of the Person, or a combination
thereof. Unless the context otherwise clearly requires, references herein to a
"Subsidiary" refer to a Subsidiary of the Company.

      "Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

      "Swap Contract" means any agreement, whether or not in writing, relating
to any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, cross-currency rate swap,
swaption, currency option or any other, similar transaction (including any
option to enter into any of the foregoing) or any combination of the foregoing,
and, unless the context otherwise clearly requires, any master agreement
relating to or governing any or all of the foregoing.

      "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 subsection (a) the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined by the
Company based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include any
Lender).

      "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

      "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.05.

      "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

      "Swing Line Loan" has the meaning specified in Section 2.05(a).

      "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.05(b), which, if in writing, shall be substantially in the form of
Exhibit C.

      "Swing Line Sublimit" means an amount equal to the lesser of (a)
$25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

      "Swiss Franc" means the lawful currency of Switzerland.

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other similar charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto not attributable to the gross negligence or willful
misconduct of the Lender or Administrative Agent, as applicable.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

                                       19

<PAGE>

      "Type" means (a) with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its
character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.

      "Unfunded Pension Liability" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used for funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

      "United States" and "U.S." each means the United States of America.

      "Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

      "Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the Company, or by one or more of the
other Wholly-Owned Subsidiaries, or both.

      "Yen" and "(yen)" mean the lawful currency of Japan.

      B. OTHER INTERPRETIVE PROVISIONS. WITH REFERENCE TO THIS AGREEMENT AND
EACH OTHER LOAN DOCUMENT, UNLESS OTHERWISE SPECIFIED HEREIN OR IN SUCH OTHER
LOAN DOCUMENT:

      1. THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND
PLURAL FORMS OF THE TERMS DEFINED. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN
SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS. THE WORDS
"INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
PHRASE "WITHOUT LIMITATION." THE WORD "WILL" SHALL BE CONSTRUED TO HAVE THE SAME
MEANING AND EFFECT AS THE WORD "SHALL." UNLESS THE CONTEXT REQUIRES OTHERWISE,
(I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT (INCLUDING ANY ORGANIZATION DOCUMENT) SHALL BE CONSTRUED AS REFERRING
TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN OR IN ANY OTHER LOAN
DOCUMENT), (II) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE
SUCH PERSON'S SUCCESSORS AND ASSIGNS, (III) THE WORDS "HEREIN," "HEREOF" AND
"HEREUNDER," AND WORDS OF SIMILAR IMPORT WHEN USED IN ANY LOAN DOCUMENT, SHALL
BE CONSTRUED TO REFER TO SUCH LOAN DOCUMENT IN ITS ENTIRETY AND NOT TO ANY
PARTICULAR PROVISION THEREOF, (IV) ALL REFERENCES IN A LOAN DOCUMENT TO
ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN
WHICH SUCH REFERENCES APPEAR, (V) ANY REFERENCE TO ANY LAW SHALL INCLUDE ALL
STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING REPLACING OR
INTERPRETING SUCH LAW AND ANY REFERENCE TO ANY LAW OR REGULATION SHALL, UNLESS
OTHERWISE SPECIFIED, REFER TO SUCH LAW OR REGULATION AS AMENDED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME, AND (VI) THE WORDS "ASSET" AND "PROPERTY" SHALL
BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL
TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES,
ACCOUNTS AND CONTRACT RIGHTS.

      2. IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING;" THE WORDS "TO" AND
"UNTIL" EACH MEAN "TO BUT EXCLUDING;" AND THE WORD "THROUGH" MEANS "TO AND
INCLUDING."

      3. SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE INCLUDED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                                       20

<PAGE>

      C. ACCOUNTING TERMS.

      1. GENERALLY. ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED
HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING
FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED
PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH, GAAP APPLIED ON
A CONSISTENT BASIS, AS IN EFFECT FROM TIME TO TIME, APPLIED IN A MANNER
CONSISTENT WITH THAT USED IN PREPARING THE COMPANY'S AUDITED FINANCIAL
STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED HEREIN.

      2. CHANGES IN GAAP. IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE
COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN
DOCUMENT, AND EITHER THE COMPANY OR THE REQUIRED LENDERS SHALL SO REQUEST, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE COMPANY SHALL NEGOTIATE IN GOOD FAITH
TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN
LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS);
PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO
BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) IN THE
EVENT OF ANY REQUEST TO NEGOTIATE TO AMEND PURSUANT TO THIS SECTION, THE COMPANY
SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS
AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.

      D. EXCHANGE RATES; CURRENCY EQUIVALENTS.

      1. THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE, SHALL
DETERMINE THE SPOT RATES AS OF EACH REVALUATION DATE TO BE USED FOR CALCULATING
DOLLAR EQUIVALENT AMOUNTS OF CREDIT EXTENSIONS AND OUTSTANDING AMOUNTS
DENOMINATED IN ALTERNATIVE CURRENCIES. SUCH SPOT RATES SHALL BECOME EFFECTIVE AS
OF SUCH REVALUATION DATE AND SHALL BE THE SPOT RATES EMPLOYED IN CONVERTING ANY
AMOUNTS BETWEEN THE APPLICABLE CURRENCIES UNTIL THE NEXT REVALUATION DATE TO
OCCUR. EXCEPT FOR PURPOSES OF FINANCIAL STATEMENTS DELIVERED BY THE COMPANY
HEREUNDER OR CALCULATING FINANCIAL COVENANTS HEREUNDER OR EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE APPLICABLE AMOUNT OF ANY CURRENCY (OTHER THAN DOLLARS) FOR
PURPOSES OF THE LOAN DOCUMENTS SHALL BE SUCH DOLLAR EQUIVALENT AMOUNT AS SO
DETERMINED BY THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE.

      2. WHEREVER IN THIS AGREEMENT IN CONNECTION WITH A COMMITTED BORROWING,
CONVERSION, CONTINUATION OR PREPAYMENT OF A EUROCURRENCY RATE LOAN OR THE
ISSUANCE, AMENDMENT OR EXTENSION OF A LETTER OF CREDIT, AN AMOUNT, SUCH AS A
REQUIRED MINIMUM OR MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, BUT SUCH COMMITTED
BORROWING, EUROCURRENCY RATE LOAN OR LETTER OF CREDIT IS DENOMINATED IN AN
ALTERNATIVE CURRENCY, SUCH AMOUNT SHALL BE THE RELEVANT ALTERNATIVE CURRENCY
EQUIVALENT OF SUCH DOLLAR AMOUNT (ROUNDED TO THE NEAREST UNIT OF SUCH
ALTERNATIVE CURRENCY, WITH 0.5 OF A UNIT BEING ROUNDED UPWARD), AS DETERMINED BY
THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS THE CASE MAY BE.

      E. ADDITIONAL ALTERNATIVE CURRENCIES.

      1. THE COMPANY MAY FROM TIME TO TIME REQUEST THAT EUROCURRENCY RATE LOANS
BE MADE AND/OR LETTERS OF CREDIT BE ISSUED IN A CURRENCY OTHER THAN THOSE
SPECIFICALLY LISTED IN THE DEFINITION OF "ALTERNATIVE CURRENCY;" PROVIDED THAT
SUCH REQUESTED CURRENCY IS A LAWFUL CURRENCY (OTHER THAN DOLLARS) THAT IS
READILY AVAILABLE AND FREELY TRANSFERABLE AND CONVERTIBLE INTO DOLLARS. IN THE
CASE OF ANY SUCH REQUEST WITH RESPECT TO THE MAKING OF EUROCURRENCY RATE LOANS,
SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND
EACH OF THE LENDERS; AND IN THE CASE OF ANY SUCH REQUEST WITH RESPECT TO THE
ISSUANCE OF LETTERS OF CREDIT, SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF
THE ADMINISTRATIVE AGENT AND THE L/C ISSUER.

                                       21
<PAGE>
        2. ANY SUCH REQUEST SHALL BE MADE TO THE ADMINISTRATIVE AGENT NOT LATER
THAN 11:00 A.M., 10 BUSINESS DAYS PRIOR TO THE DATE OF THE DESIRED CREDIT
EXTENSION (OR SUCH OTHER TIME OR DATE AS MAY BE AGREED BY THE ADMINISTRATIVE
AGENT AND, IN THE CASE OF ANY SUCH REQUEST PERTAINING TO LETTERS OF CREDIT, THE
L/C ISSUER, IN ITS OR THEIR SOLE DISCRETION). IN THE CASE OF ANY SUCH REQUEST
PERTAINING TO EUROCURRENCY RATE LOANS, THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY EACH LENDER THEREOF; AND IN THE CASE OF ANY SUCH REQUEST PERTAINING TO
LETTERS OF CREDIT, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE L/C ISSUER
THEREOF. EACH LENDER (IN THE CASE OF ANY SUCH REQUEST PERTAINING TO EUROCURRENCY
RATE LOANS) OR THE L/C ISSUER (IN THE CASE OF A REQUEST PERTAINING TO LETTERS OF
CREDIT) SHALL NOTIFY THE ADMINISTRATIVE AGENT, NOT LATER THAN 11:00 A.M., TEN
BUSINESS DAYS AFTER RECEIPT OF SUCH REQUEST WHETHER IT CONSENTS, IN ITS SOLE
DISCRETION, TO THE MAKING OF EUROCURRENCY RATE LOANS OR THE ISSUANCE OF LETTERS
OF CREDIT, AS THE CASE MAY BE, IN SUCH REQUESTED CURRENCY.

        3. ANY FAILURE BY A LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, TO
RESPOND TO SUCH REQUEST WITHIN THE TIME PERIOD SPECIFIED IN THE PRECEDING
SENTENCE SHALL BE DEEMED TO BE A REFUSAL BY SUCH LENDER OR THE L/C ISSUER, AS
THE CASE MAY BE, TO PERMIT EUROCURRENCY RATE LOANS TO BE MADE OR LETTERS OF
CREDIT TO BE ISSUED IN SUCH REQUESTED CURRENCY. IF THE ADMINISTRATIVE AGENT AND
ALL THE LENDERS CONSENT TO MAKING EUROCURRENCY RATE LOANS IN SUCH REQUESTED
CURRENCY, THE ADMINISTRATIVE AGENT SHALL SO NOTIFY THE COMPANY AND SUCH CURRENCY
SHALL THEREUPON BE DEEMED FOR ALL PURPOSES TO BE AN ALTERNATIVE CURRENCY
HEREUNDER FOR PURPOSES OF ANY COMMITTED BORROWINGS OF EUROCURRENCY RATE LOANS;
AND IF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER CONSENT TO THE ISSUANCE OF
LETTERS OF CREDIT IN SUCH REQUESTED CURRENCY, THE ADMINISTRATIVE AGENT SHALL SO
NOTIFY THE COMPANY AND SUCH CURRENCY SHALL THEREUPON BE DEEMED FOR ALL PURPOSES
TO BE AN ALTERNATIVE CURRENCY HEREUNDER FOR PURPOSES OF ANY LETTER OF CREDIT
ISSUANCES. IF THE ADMINISTRATIVE AGENT SHALL FAIL TO OBTAIN CONSENT TO ANY
REQUEST FOR AN ADDITIONAL CURRENCY UNDER THIS SECTION 1.05, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY SO NOTIFY THE COMPANY.

        F. CHANGE OF CURRENCY.

        1. EACH OBLIGATION OF THE COMPANY TO MAKE A PAYMENT DENOMINATED IN THE
NATIONAL CURRENCY UNIT OF ANY MEMBER STATE OF THE EUROPEAN UNION THAT ADOPTS THE
EURO AS ITS LAWFUL CURRENCY AFTER THE DATE HEREOF SHALL BE REDENOMINATED INTO
EURO AT THE TIME OF SUCH ADOPTION (IN ACCORDANCE WITH THE EMU LEGISLATION). IF,
IN RELATION TO THE CURRENCY OF ANY SUCH MEMBER STATE, THE BASIS OF ACCRUAL OF
INTEREST EXPRESSED IN THIS AGREEMENT IN RESPECT OF THAT CURRENCY SHALL BE
INCONSISTENT WITH ANY CONVENTION OR PRACTICE IN THE LONDON INTERBANK MARKET FOR
THE BASIS OF ACCRUAL OF INTEREST IN RESPECT OF THE EURO, SUCH EXPRESSED BASIS
SHALL BE REPLACED BY SUCH CONVENTION OR PRACTICE WITH EFFECT FROM THE DATE ON
WHICH SUCH MEMBER STATE ADOPTS THE EURO AS ITS LAWFUL CURRENCY; PROVIDED THAT IF
ANY COMMITTED BORROWING IN THE CURRENCY OF SUCH MEMBER STATE IS OUTSTANDING
IMMEDIATELY PRIOR TO SUCH DATE, SUCH REPLACEMENT SHALL TAKE EFFECT, WITH RESPECT
TO SUCH COMMITTED BORROWING, AT THE END OF THE THEN CURRENT INTEREST PERIOD.

        2. EACH PROVISION OF THIS AGREEMENT SHALL BE SUBJECT TO SUCH REASONABLE
CHANGES OF CONSTRUCTION AS THE ADMINISTRATIVE AGENT, WITH THE CONSENT OF THE
COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), MAY FROM TIME TO
TIME SPECIFY TO BE APPROPRIATE TO REFLECT THE ADOPTION OF THE EURO BY ANY MEMBER
STATE OF THE EUROPEAN UNION AND ANY RELEVANT MARKET CONVENTIONS OR PRACTICES
RELATING TO THE EURO.

        3. EACH PROVISION OF THIS AGREEMENT ALSO SHALL BE SUBJECT TO SUCH
REASONABLE CHANGES OF CONSTRUCTION AS THE ADMINISTRATIVE AGENT, WITH THE CONSENT
OF THE COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), MAY FROM TIME
TO TIME SPECIFY TO BE APPROPRIATE TO REFLECT A CHANGE IN CURRENCY OF ANY OTHER
COUNTRY AND ANY RELEVANT MARKET CONVENTIONS OR PRACTICES RELATING TO THE CHANGE
IN CURRENCY.

                                       22
<PAGE>

        G. ROUNDING. ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
COMPANY PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).

        H. TIMES OF DAY. UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).

        I. LETTER OF CREDIT AMOUNTS. UNLESS OTHERWISE SPECIFIED HEREIN, THE
AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE DOLLAR
EQUIVALENT OF THE STATED AMOUNT OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME;
PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS
OR THE TERMS OF ANY ISSUER DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE
AUTOMATIC INCREASES IN THE STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF
CREDIT SHALL BE DEEMED TO BE THE DOLLAR EQUIVALENT OF THE MAXIMUM STATED AMOUNT
OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL SUCH INCREASES, WHETHER OR
NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT SUCH TIME.

                                II. THE CREDITS

        A. COMMITTED LOANS. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A "COMMITTED
LOAN") TO THE COMPANY IN DOLLARS OR IN ONE OR MORE ALTERNATIVE CURRENCIES FROM
TIME TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN
AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH
LENDER'S COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY
COMMITTED BORROWING, (I) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE
COMMITMENTS, (II) THE AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY
LENDER, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF
ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT, AND
(III) THE AGGREGATE OUTSTANDING AMOUNT OF ALL COMMITTED LOANS DENOMINATED IN
ALTERNATIVE CURRENCIES SHALL NOT EXCEED THE ALTERNATIVE CURRENCY SUBLIMIT.
WITHIN THE LIMITS OF EACH LENDER'S COMMITMENT, AND SUBJECT TO THE OTHER TERMS
AND CONDITIONS HEREOF, THE COMPANY MAY BORROW UNDER THIS SECTION 2.01, PREPAY
UNDER SECTION 2.06, AND REBORROW UNDER THIS SECTION 2.01. COMMITTED LOANS MAY BE
BASE RATE LOANS OR EUROCURRENCY RATE LOANS, AS FURTHER PROVIDED HEREIN.

        B. BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

        1. EACH COMMITTED BORROWING, EACH CONVERSION OF COMMITTED LOANS FROM ONE
TYPE TO THE OTHER, AND EACH CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS
SHALL BE MADE UPON THE COMPANY'S IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT,
WHICH MAY BE GIVEN BY TELEPHONE. EACH SUCH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (I) THREE BUSINESS DAYS PRIOR TO
THE REQUESTED DATE OF ANY BORROWING OF, CONVERSION TO OR CONTINUATION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN DOLLARS OR OF ANY CONVERSION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN DOLLARS TO BASE RATE COMMITTED
LOANS, (II) FOUR BUSINESS DAYS (OR FIVE BUSINESS DAYS IN THE CASE OF A SPECIAL
NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF ANY BORROWING OR CONTINUATION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN ALTERNATIVE CURRENCIES, (III)
ON THE REQUESTED DATE OF ANY BORROWING OF BASE RATE COMMITTED LOANS, AND (IV) ON
THE CLOSING DATE WITH RESPECT TO THE INITIAL BORROWING OF COMMITTED LOANS TO THE
EXTENT THE INTEREST RATE ON SUCH COMMITTED LOANS IS DETERMINED WITH REFERENCE TO
CLAUSE (D) OF THE DEFINITION OF EUROCURRENCY BASE RATE FOR A ONE MONTH INTEREST
PERIOD; PROVIDED, HOWEVER, THAT IF THE COMPANY WISHES TO REQUEST EUROCURRENCY
RATE COMMITTED LOANS HAVING AN INTEREST PERIOD OTHER THAN ONE, TWO, THREE OR SIX
MONTHS IN DURATION AS PROVIDED IN THE DEFINITION OF "INTEREST PERIOD," THE
APPLICABLE NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN
11:00 A.M. (I) FOUR BUSINESS DAYS PRIOR TO THE REQUESTED DATE

                                       23
<PAGE>

OF SUCH BORROWING, CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED
LOANS DENOMINATED IN DOLLARS, OR (II) FIVE BUSINESS DAYS (OR SIX BUSINESS DAYS
IN THE CASE OF A SPECIAL NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF SUCH
BORROWING, CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS
DENOMINATED IN ALTERNATIVE CURRENCIES, WHEREUPON THE ADMINISTRATIVE AGENT SHALL
GIVE PROMPT NOTICE TO THE LENDERS OF SUCH REQUEST AND DETERMINE WHETHER THE
REQUESTED INTEREST PERIOD IS ACCEPTABLE TO ALL OF THEM. NOT LATER THAN 11:00
A.M., (I) THREE BUSINESS DAYS BEFORE THE REQUESTED DATE OF SUCH BORROWING,
CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN
DOLLARS, OR (II) FOUR BUSINESS DAYS (OR FIVE BUSINESS DAYS IN THE CASE OF A
SPECIAL NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF SUCH BORROWING,
CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN
ALTERNATIVE CURRENCIES, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY (WHICH
NOTICE MAY BE BY TELEPHONE) WHETHER OR NOT THE REQUESTED INTEREST PERIOD HAS
BEEN CONSENTED TO BY ALL THE LENDERS. EACH TELEPHONIC NOTICE BY THE COMPANY
PURSUANT TO THIS SECTION 2.02(A) MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE
ADMINISTRATIVE AGENT OF A WRITTEN COMMITTED LOAN NOTICE, APPROPRIATELY COMPLETED
AND SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY. EACH BORROWING OF,
CONVERSION TO OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS
THEREOF. EXCEPT AS PROVIDED IN SECTIONS 2.04(C) AND 2.05(C), EACH BORROWING OF
OR CONVERSION TO BASE RATE COMMITTED LOANS SHALL BE IN A PRINCIPAL AMOUNT OF
$1,000,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF. EACH COMMITTED
LOAN NOTICE (WHETHER TELEPHONIC OR WRITTEN) SHALL SPECIFY (I) WHETHER THE
COMPANY IS REQUESTING A COMMITTED BORROWING, A CONVERSION OF COMMITTED LOANS
FROM ONE TYPE TO THE OTHER, OR A CONTINUATION OF EUROCURRENCY RATE COMMITTED
LOANS, (II) THE REQUESTED DATE OF THE BORROWING, CONVERSION OR CONTINUATION, AS
THE CASE MAY BE (WHICH SHALL BE A BUSINESS DAY), (III) THE PRINCIPAL AMOUNT OF
COMMITTED LOANS TO BE BORROWED, CONVERTED OR CONTINUED, (IV) THE TYPE OF
COMMITTED LOANS TO BE BORROWED OR TO WHICH EXISTING COMMITTED LOANS ARE TO BE
CONVERTED, (V) IF APPLICABLE, THE DURATION OF THE INTEREST PERIOD WITH RESPECT
THERETO, AND (VI) THE CURRENCY OF THE COMMITTED LOANS TO BE BORROWED. IF THE
COMPANY FAILS TO SPECIFY A CURRENCY IN A COMMITTED LOAN NOTICE REQUESTING A
BORROWING, THEN THE COMMITTED LOANS SO REQUESTED SHALL BE MADE IN DOLLARS. IF
THE COMPANY FAILS TO SPECIFY A TYPE OF COMMITTED LOAN IN A COMMITTED LOAN NOTICE
OR IF THE COMPANY FAILS TO GIVE A TIMELY NOTICE REQUESTING A CONVERSION OR
CONTINUATION, THEN THE APPLICABLE COMMITTED LOANS SHALL BE MADE AS, OR CONVERTED
TO, BASE RATE LOANS; PROVIDED, HOWEVER, THAT IN THE CASE OF A FAILURE TO TIMELY
REQUEST A CONTINUATION OF COMMITTED LOANS DENOMINATED IN AN ALTERNATIVE
CURRENCY, SUCH LOANS SHALL BE CONTINUED AS EUROCURRENCY RATE LOANS IN THEIR
ORIGINAL CURRENCY WITH AN INTEREST PERIOD OF ONE MONTH. ANY SUCH AUTOMATIC
CONVERSION TO BASE RATE LOANS SHALL BE EFFECTIVE AS OF THE LAST DAY OF THE
INTEREST PERIOD THEN IN EFFECT WITH RESPECT TO THE APPLICABLE EUROCURRENCY RATE
COMMITTED LOANS. IF THE COMPANY REQUESTS A BORROWING OF, CONVERSION TO, OR
CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS IN ANY SUCH COMMITTED LOAN
NOTICE, BUT FAILS TO SPECIFY AN INTEREST PERIOD, IT WILL BE DEEMED TO HAVE
SPECIFIED AN INTEREST PERIOD OF ONE MONTH. NO COMMITTED LOAN MAY BE CONVERTED
INTO OR CONTINUED AS A COMMITTED LOAN DENOMINATED IN A DIFFERENT CURRENCY, BUT
INSTEAD MUST BE PREPAID IN THE ORIGINAL CURRENCY OF SUCH COMMITTED LOAN AND
REBORROWED IN THE OTHER CURRENCY.

        2. FOLLOWING RECEIPT OF A COMMITTED LOAN NOTICE, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE AMOUNT (AND CURRENCY) OF ITS
APPLICABLE PERCENTAGE OF THE APPLICABLE COMMITTED LOANS, AND IF NO TIMELY NOTICE
OF A CONVERSION OR CONTINUATION IS PROVIDED BY THE COMPANY, THE ADMINISTRATIVE
AGENT SHALL NOTIFY EACH LENDER OF THE DETAILS OF ANY AUTOMATIC CONVERSION TO
BASE RATE LOANS OR CONTINUATION OF COMMITTED LOANS DENOMINATED IN A CURRENCY
OTHER THAN DOLLARS, IN EACH CASE AS DESCRIBED IN THE PRECEDING SUBSECTION. IN
THE CASE OF A COMMITTED BORROWING, EACH LENDER SHALL MAKE THE AMOUNT OF ITS
COMMITTED LOAN AVAILABLE TO THE ADMINISTRATIVE AGENT IN SAME DAY FUNDS AT THE
ADMINISTRATIVE AGENT'S OFFICE FOR THE APPLICABLE CURRENCY NOT LATER THAN 12:00
NOON, IN THE CASE OF ANY COMMITTED LOAN DENOMINATED IN DOLLARS, AND NOT LATER
THAN THE APPLICABLE TIME SPECIFIED BY THE ADMINISTRATIVE AGENT IN THE CASE OF
ANY COMMITTED LOAN IN AN ALTERNATIVE CURRENCY, IN EACH CASE ON THE BUSINESS DAY
SPECIFIED IN THE APPLICABLE COMMITTED LOAN NOTICE. UPON SATISFACTION OF THE
APPLICABLE CONDITIONS SET FORTH IN SECTION 4.02 (AND, IF SUCH BORROWING IS THE
INITIAL CREDIT EXTENSION,

                                       24
<PAGE>

SECTION 4.01), THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED
AVAILABLE TO THE COMPANY IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT
EITHER BY (I) CREDITING THE ACCOUNT OF THE COMPANY ON THE BOOKS OF BANK OF
AMERICA WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE TRANSFER OF SUCH FUNDS, IN
EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO (AND REASONABLY ACCEPTABLE
TO) THE ADMINISTRATIVE AGENT BY THE COMPANY; PROVIDED, HOWEVER, THAT IF, ON THE
DATE THE COMMITTED LOAN NOTICE WITH RESPECT TO SUCH BORROWING DENOMINATED IN
DOLLARS IS GIVEN BY THE COMPANY, THERE ARE L/C BORROWINGS OUTSTANDING, THEN THE
PROCEEDS OF SUCH BORROWING, FIRST, SHALL BE APPLIED TO THE PAYMENT IN FULL OF
ANY SUCH L/C BORROWINGS, AND SECOND, SHALL BE MADE AVAILABLE TO THE COMPANY AS
PROVIDED ABOVE.

        3. EXCEPT AS OTHERWISE PROVIDED HEREIN, A EUROCURRENCY RATE COMMITTED
LOAN MAY BE CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD
FOR SUCH EUROCURRENCY RATE COMMITTED LOAN. DURING THE EXISTENCE OF A DEFAULT (I)
WITHOUT THE CONSENT OF THE REQUIRED LENDERS, (A) NO LOANS DENOMINATED IN DOLLARS
MAY BE REQUESTED AS, CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE COMMITTED
LOANS AND (B) NO LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY MAY BE REQUESTED
AS, CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE COMMITTED LOANS ON THE BASIS
OF AN INTEREST PERIOD EXCEEDING ONE MONTH AND (II) THE REQUIRED LENDERS MAY
DEMAND THAT ANY OR ALL OF THE THEN OUTSTANDING EUROCURRENCY RATE COMMITTED LOANS
DENOMINATED IN AN ALTERNATIVE CURRENCY BE REDENOMINATED INTO DOLLARS IN THE
AMOUNT OF THE DOLLAR EQUIVALENT THEREOF, ON THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD WITH RESPECT THERETO.

        4. THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY AND THE
LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR EUROCURRENCY
RATE COMMITTED LOANS UPON DETERMINATION OF SUCH INTEREST RATE. AT ANY TIME THAT
BASE RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE
COMPANY AND THE LENDERS OF ANY CHANGE IN BANK OF AMERICA'S PRIME RATE USED IN
DETERMINING THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH
CHANGE.

        5. AFTER GIVING EFFECT TO ALL COMMITTED BORROWINGS, ALL CONVERSIONS OF
COMMITTED LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF COMMITTED
LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN TEN INTEREST PERIODS IN
EFFECT WITH RESPECT TO COMMITTED LOANS.

        C. BID LOANS.

        1. GENERAL. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH
LENDER AGREES THAT THE COMPANY MAY FROM TIME TO TIME REQUEST THE LENDERS TO
SUBMIT OFFERS TO MAKE LOANS IN DOLLARS (EACH SUCH LOAN, A "BID LOAN") TO THE
COMPANY PRIOR TO THE MATURITY DATE PURSUANT TO THIS SECTION 2.03; PROVIDED,
HOWEVER, THAT AFTER GIVING EFFECT TO ANY BID BORROWING, (I) THE TOTAL
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, AND (II) THE AGGREGATE
OUTSTANDING AMOUNT OF ALL BID LOANS SHALL NOT EXCEED THE BID LOAN SUBLIMIT.
THERE SHALL NOT BE MORE THAN TEN DIFFERENT INTEREST PERIODS IN EFFECT WITH
RESPECT TO BID LOANS AT ANY TIME.

        2. REQUESTING COMPETITIVE BIDS. THE COMPANY MAY REQUEST THE SUBMISSION
OF COMPETITIVE BIDS BY DELIVERING A BID REQUEST TO THE ADMINISTRATIVE AGENT NOT
LATER THAN 11:00 A.M. (I) ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ANY
BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS, OR (II) FOUR BUSINESS
DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF
EUROCURRENCY MARGIN BID LOANS. EACH BID REQUEST SHALL SPECIFY (I) THE REQUESTED
DATE OF THE BID BORROWING (WHICH SHALL BE A BUSINESS DAY), (II) THE AGGREGATE
PRINCIPAL AMOUNT OF BID LOANS REQUESTED (WHICH MUST BE $5,000,000 OR A WHOLE
MULTIPLE OF $1,000,000 IN EXCESS THEREOF), (III) THE TYPE OF BID LOANS
REQUESTED, AND (IV) THE DURATION OF THE INTEREST PERIOD WITH RESPECT THERETO,
AND SHALL BE SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY. NO BID REQUEST
SHALL CONTAIN A REQUEST FOR (I) MORE THAN ONE TYPE OF BID LOAN OR (II) BID LOANS
HAVING MORE THAN THREE DIFFERENT INTEREST PERIODS. UNLESS THE ADMINISTRATIVE
AGENT OTHERWISE AGREES IN ITS SOLE AND ABSOLUTE DISCRETION, THE COMPANY MAY NOT
SUBMIT A BID REQUEST IF IT HAS SUBMITTED ANOTHER BID REQUEST WITHIN THE PRIOR
FIVE BUSINESS DAYS.

                                       25
<PAGE>

        3. SUBMITTING COMPETITIVE BIDS.

                THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF
        EACH BID REQUEST RECEIVED BY IT FROM THE COMPANY AND THE CONTENTS OF
        SUCH BID REQUEST.

                EACH LENDER MAY (BUT SHALL HAVE NO OBLIGATION TO) SUBMIT A
        COMPETITIVE BID CONTAINING AN OFFER TO MAKE ONE OR MORE BID LOANS IN
        RESPONSE TO SUCH BID REQUEST. SUCH COMPETITIVE BID MUST BE DELIVERED TO
        THE ADMINISTRATIVE AGENT NOT LATER THAN 8:30 A.M. (A) ON THE REQUESTED
        DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS, AND
        (B) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING
        THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS; PROVIDED, HOWEVER,
        THAT ANY COMPETITIVE BID SUBMITTED BY BANK OF AMERICA IN ITS CAPACITY AS
        A LENDER IN RESPONSE TO ANY BID REQUEST MUST BE SUBMITTED TO THE
        ADMINISTRATIVE AGENT NOT LATER THAN 8:15 A.M. ON THE DATE ON WHICH
        COMPETITIVE BIDS ARE REQUIRED TO BE DELIVERED BY THE OTHER LENDERS IN
        RESPONSE TO SUCH BID REQUEST. EACH COMPETITIVE BID SHALL SPECIFY (A) THE
        PROPOSED DATE OF THE BID BORROWING; (B) THE PRINCIPAL AMOUNT OF EACH BID
        LOAN FOR WHICH SUCH COMPETITIVE BID IS BEING MADE, WHICH PRINCIPAL
        AMOUNT (X) MAY BE EQUAL TO, GREATER THAN OR LESS THAN THE COMMITMENT OF
        THE BIDDING LENDER, (Y) MUST BE $5,000,000 OR A WHOLE MULTIPLE OF
        $1,000,000 IN EXCESS THEREOF, AND (Z) MAY NOT EXCEED THE PRINCIPAL
        AMOUNT OF BID LOANS FOR WHICH COMPETITIVE BIDS WERE REQUESTED; (C) IF
        THE PROPOSED BID BORROWING IS TO CONSIST OF ABSOLUTE RATE BID LOANS, THE
        ABSOLUTE RATE OFFERED FOR EACH SUCH BID LOAN AND THE INTEREST PERIOD
        APPLICABLE THERETO; (D) IF THE PROPOSED BID BORROWING IS TO CONSIST OF
        EUROCURRENCY MARGIN BID LOANS, THE EUROCURRENCY BID MARGIN WITH RESPECT
        TO EACH SUCH EUROCURRENCY MARGIN BID LOAN AND THE INTEREST PERIOD
        APPLICABLE THERETO; AND (E) THE IDENTITY OF THE BIDDING LENDER.

                ANY COMPETITIVE BID SHALL BE DISREGARDED IF IT (A) IS RECEIVED
        AFTER THE APPLICABLE TIME SPECIFIED IN SUBSECTION (II) ABOVE, (B) IS NOT
        SUBSTANTIALLY IN THE FORM OF A COMPETITIVE BID AS SPECIFIED HEREIN, (C)
        CONTAINS QUALIFYING, CONDITIONAL OR SIMILAR LANGUAGE, (D) PROPOSES TERMS
        OTHER THAN OR IN ADDITION TO THOSE SET FORTH IN THE APPLICABLE BID
        REQUEST, OR (E) IS OTHERWISE NOT RESPONSIVE TO SUCH BID REQUEST. ANY
        LENDER MAY CORRECT A COMPETITIVE BID CONTAINING A MANIFEST ERROR BY
        SUBMITTING A CORRECTED COMPETITIVE BID (IDENTIFIED AS SUCH) NOT LATER
        THAN THE APPLICABLE TIME REQUIRED FOR SUBMISSION OF COMPETITIVE BIDS.
        ANY SUCH SUBMISSION OF A CORRECTED COMPETITIVE BID SHALL CONSTITUTE A
        REVOCATION OF THE COMPETITIVE BID THAT CONTAINED THE MANIFEST ERROR. THE
        ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED TO, NOTIFY ANY
        LENDER OF ANY MANIFEST ERROR IT DETECTS IN SUCH LENDER'S COMPETITIVE
        BID.

                SUBJECT ONLY TO THE PROVISIONS OF SECTIONS 3.02, 3.03 AND 4.02
        AND SUBSECTION (III) ABOVE, EACH COMPETITIVE BID SHALL BE IRREVOCABLE.

        4. NOTICE TO COMPANY OF COMPETITIVE BIDS. NOT LATER THAN 9:00 A.M. (I)
ON THE REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE
LOANS, OR (II) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID
BORROWING THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS, THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY OF THE IDENTITY OF EACH LENDER
THAT HAS SUBMITTED A COMPETITIVE BID THAT COMPLIES WITH SECTION 2.03(C) AND OF
THE TERMS OF THE OFFERS CONTAINED IN EACH SUCH COMPETITIVE BID.

        5. ACCEPTANCE OF COMPETITIVE BIDS. NOT LATER THAN 9:30 A.M. (I) ON THE
REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS,
AND (II) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING
THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS, THE COMPANY SHALL NOTIFY
THE ADMINISTRATIVE AGENT OF ITS ACCEPTANCE OR REJECTION OF THE OFFERS NOTIFIED
TO IT PURSUANT TO SECTION 2.03(D). THE COMPANY SHALL BE UNDER NO OBLIGATION TO
ACCEPT ANY COMPETITIVE BID AND MAY CHOOSE TO REJECT ALL COMPETITIVE BIDS. IN THE
CASE OF ACCEPTANCE, SUCH NOTICE SHALL SPECIFY THE AGGREGATE PRINCIPAL AMOUNT OF
COMPETITIVE BIDS FOR

                                       26
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EACH INTEREST PERIOD THAT IS ACCEPTED. THE COMPANY MAY ACCEPT ANY COMPETITIVE
BID IN WHOLE OR IN PART; PROVIDED THAT:

                THE AGGREGATE PRINCIPAL AMOUNT OF EACH BID BORROWING MAY NOT
        EXCEED THE APPLICABLE AMOUNT SET FORTH IN THE RELATED BID REQUEST;

                THE PRINCIPAL AMOUNT OF EACH BID LOAN MUST BE $5,000,000 OR A
        WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF;

                THE ACCEPTANCE OF OFFERS MAY BE MADE ONLY ON THE BASIS OF
        ASCENDING ABSOLUTE RATES OR EUROCURRENCY BID MARGINS WITHIN EACH
        INTEREST PERIOD; AND

                THE COMPANY MAY NOT ACCEPT ANY OFFER THAT IS DESCRIBED IN
        SECTION 2.03(C)(III) OR THAT OTHERWISE FAILS TO COMPLY WITH THE
        REQUIREMENTS HEREOF.

        6. PROCEDURE FOR IDENTICAL BIDS. IF TWO OR MORE LENDERS HAVE SUBMITTED
COMPETITIVE BIDS AT THE SAME ABSOLUTE RATE OR EUROCURRENCY BID MARGIN, AS THE
CASE MAY BE, FOR THE SAME INTEREST PERIOD, AND THE RESULT OF ACCEPTING ALL OF
SUCH COMPETITIVE BIDS IN WHOLE (TOGETHER WITH ANY OTHER COMPETITIVE BIDS AT
LOWER ABSOLUTE RATES OR EUROCURRENCY BID MARGINS, AS THE CASE MAY BE, ACCEPTED
FOR SUCH INTEREST PERIOD IN CONFORMITY WITH THE REQUIREMENTS OF SECTION
2.03(E)(III)) WOULD BE TO CAUSE THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE APPLICABLE BID BORROWING TO EXCEED THE AMOUNT SPECIFIED THEREFOR IN THE
RELATED BID REQUEST, THEN, UNLESS OTHERWISE AGREED BY THE COMPANY, THE
ADMINISTRATIVE AGENT AND SUCH LENDERS, SUCH COMPETITIVE BIDS SHALL BE ACCEPTED
AS NEARLY AS POSSIBLE IN PROPORTION TO THE AMOUNT OFFERED BY EACH SUCH LENDER IN
RESPECT OF SUCH INTEREST PERIOD, WITH SUCH ACCEPTED AMOUNTS BEING ROUNDED TO THE
NEAREST WHOLE MULTIPLE OF $1,000,000.

        7. NOTICE TO LENDERS OF ACCEPTANCE OR REJECTION OF BIDS. THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER HAVING SUBMITTED A
COMPETITIVE BID WHETHER OR NOT ITS OFFER HAS BEEN ACCEPTED AND, IF ITS OFFER HAS
BEEN ACCEPTED, OF THE AMOUNT OF THE BID LOAN OR BID LOANS TO BE MADE BY IT ON
THE DATE OF THE APPLICABLE BID BORROWING. ANY COMPETITIVE BID OR PORTION THEREOF
THAT IS NOT ACCEPTED BY THE COMPANY BY THE APPLICABLE TIME SPECIFIED IN SECTION
2.03(E) SHALL BE DEEMED REJECTED.

        8. NOTICE OF EUROCURRENCY BASE RATE. IF ANY BID BORROWING IS TO CONSIST
OF EUROCURRENCY MARGIN LOANS, THE ADMINISTRATIVE AGENT SHALL DETERMINE THE
EUROCURRENCY BASE RATE FOR THE RELEVANT INTEREST PERIOD, AND PROMPTLY AFTER
MAKING SUCH DETERMINATION, SHALL NOTIFY THE COMPANY AND THE LENDERS THAT WILL BE
PARTICIPATING IN SUCH BID BORROWING OF SUCH EUROCURRENCY BASE RATE.

        9. FUNDING OF BID LOANS. EACH LENDER THAT HAS RECEIVED NOTICE PURSUANT
TO SECTION 2.03(G) THAT ALL OR A PORTION OF ITS COMPETITIVE BID HAS BEEN
ACCEPTED BY THE COMPANY SHALL MAKE THE AMOUNT OF ITS BID LOAN(S) AVAILABLE TO
THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE
AGENT'S OFFICE NOT LATER THAN 12:00 NOON ON THE DATE OF THE REQUESTED BID
BORROWING. UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION
4.02, THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED AVAILABLE TO THE
COMPANY IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT.

        10. NOTICE OF RANGE OF BIDS. AFTER EACH COMPETITIVE BID AUCTION PURSUANT
TO THIS SECTION 2.03, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER THAT
SUBMITTED A COMPETITIVE BID IN SUCH AUCTION OF THE RANGES OF BIDS SUBMITTED
(WITHOUT THE BIDDER'S NAME) AND ACCEPTED FOR EACH BID LOAN AND THE AGGREGATE
AMOUNT OF EACH BID BORROWING.

                                       27
<PAGE>

        D. LETTERS OF CREDIT.

        1. THE LETTER OF CREDIT COMMITMENT.

                SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE
        L/C ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE LENDERS SET
        FORTH IN THIS SECTION 2.04, (1) FROM TIME TO TIME ON ANY BUSINESS DAY
        DURING THE PERIOD FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT
        EXPIRATION DATE, TO ISSUE LETTERS OF CREDIT DENOMINATED IN DOLLARS OR IN
        ONE OR MORE ALTERNATIVE CURRENCIES FOR THE ACCOUNT OF THE COMPANY, AND
        TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN
        ACCORDANCE WITH SUBSECTION (B) BELOW, AND (2) TO HONOR DRAWINGS UNDER
        THE LETTERS OF CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO
        PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE COMPANY
        AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO ANY
        L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL
        OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (Y) THE
        AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS
        SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C
        OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING
        AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S
        COMMITMENT, AND (Z) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS SHALL
        NOT EXCEED THE LETTER OF CREDIT SUBLIMIT. EACH REQUEST BY THE COMPANY
        FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO
        BE A REPRESENTATION BY THE COMPANY THAT THE L/C CREDIT EXTENSION SO
        REQUESTED COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE
        PRECEDING SENTENCE. WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE
        TERMS AND CONDITIONS HEREOF, THE COMPANY'S ABILITY TO OBTAIN LETTERS OF
        CREDIT SHALL BE FULLY REVOLVING, AND ACCORDINGLY THE COMPANY MAY, DURING
        THE FOREGOING PERIOD, OBTAIN LETTERS OF CREDIT TO REPLACE LETTERS OF
        CREDIT THAT HAVE EXPIRED OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.
        EACH OF THE LETTERS OF CREDIT OUTSTANDING ON THE DATE HEREOF AND LISTED
        ON SCHEDULE 2.04 (THE "EXISTING LETTERS OF CREDIT") SHALL BE DEEMED TO
        HAVE BEEN ISSUED PURSUANT HERETO, AND FROM AND AFTER THE CLOSING DATE
        SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS HEREOF.

                THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT, IF:

                        (1) SUBJECT TO SECTION 2.04(B)(III), THE EXPIRY DATE OF
                SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE
                MONTHS AFTER THE DATE OF ISSUANCE OR LAST EXTENSION, UNLESS THE
                REQUIRED LENDERS HAVE APPROVED SUCH EXPIRY DATE; OR

                        (2) THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT
                WOULD OCCUR AFTER THE MATURITY DATE, UNLESS ALL THE LENDERS HAVE
                APPROVED SUCH EXPIRY DATE.

                        THE L/C ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO
                ISSUE ANY LETTER OF CREDIT IF:

                        (3) ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL
                AUTHORITY OR ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR
                RESTRAIN THE L/C ISSUER FROM ISSUING SUCH LETTER OF CREDIT, OR
                ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY REQUEST OR DIRECTIVE
                (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
                AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT,
                OR REQUEST THAT THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF
                LETTERS OF CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN
                PARTICULAR OR SHALL IMPOSE UPON THE L/C ISSUER WITH RESPECT TO
                SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
                REQUIREMENT (FOR WHICH THE L/C ISSUER IS NOT OTHERWISE
                COMPENSATED HEREUNDER) NOT IN EFFECT ON THE CLOSING DATE, OR
                SHALL IMPOSE UPON THE L/C ISSUER ANY UNREIMBURSED LOSS, COST OR
                EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE AND WHICH
                THE L/C ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;

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<PAGE>

                        (4) THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE
                ONE OR MORE POLICIES OF THE L/C ISSUER;

                        (5) EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE
                AGENT AND THE L/C ISSUER, SUCH LETTER OF CREDIT IS IN AN INITIAL
                STATED AMOUNT LESS THAN $100,000, IN THE CASE OF A COMMERCIAL
                LETTER OF CREDIT, OR $500,000, IN THE CASE OF A STANDBY LETTER
                OF CREDIT;

                        (6) EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE
                AGENT AND THE L/C ISSUER, SUCH LETTER OF CREDIT IS TO BE
                DENOMINATED IN A CURRENCY OTHER THAN DOLLARS OR AN ALTERNATIVE
                CURRENCY;

                        (7) THE L/C ISSUER DOES NOT AS OF THE ISSUANCE DATE OF
                SUCH REQUESTED LETTER OF CREDIT ISSUE LETTERS OF CREDIT IN THE
                REQUESTED CURRENCY;

                        (8) SUCH LETTER OF CREDIT CONTAINS ANY PROVISIONS FOR
                AUTOMATIC REINSTATEMENT OF THE STATED AMOUNT AFTER ANY DRAWING
                THEREUNDER; OR

                        (9) A DEFAULT OF ANY LENDER'S OBLIGATIONS TO FUND UNDER
                SECTION 2.04(C) EXISTS OR ANY LENDER IS AT SUCH TIME A
                DEFAULTING LENDER HEREUNDER, UNLESS THE L/C ISSUER HAS ENTERED
                INTO SATISFACTORY ARRANGEMENTS WITH THE COMPANY OR SUCH LENDER
                TO ELIMINATE THE L/C ISSUER'S RISK WITH RESPECT TO SUCH LENDER.

                THE L/C ISSUER SHALL NOT AMEND ANY LETTER OF CREDIT IF THE L/C
        ISSUER WOULD NOT BE PERMITTED AT SUCH TIME TO ISSUE SUCH LETTER OF
        CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF.

                THE L/C ISSUER SHALL BE UNDER NO OBLIGATION TO AMEND ANY LETTER
        OF CREDIT IF (A) THE L/C ISSUER WOULD HAVE NO OBLIGATION AT SUCH TIME TO
        ISSUE SUCH LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF,
        OR (B) THE BENEFICIARY OF SUCH LETTER OF CREDIT DOES NOT ACCEPT THE
        PROPOSED AMENDMENT TO SUCH LETTER OF CREDIT.

                THE L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT
        TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED
        THEREWITH, AND THE L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
        IMMUNITIES (A) PROVIDED TO THE ADMINISTRATIVE AGENT IN ARTICLE IX WITH
        RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE L/C ISSUER IN
        CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED
        BY IT AND ISSUER DOCUMENTS PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY
        AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN ARTICLE IX INCLUDED THE
        L/C ISSUER WITH RESPECT TO SUCH ACTS OR OMISSIONS, AND (B) AS
        ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO THE L/C ISSUER.

        2. PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT;
AUTO-EXTENSION LETTERS OF CREDIT.

                EACH LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE CASE
        MAY BE, UPON THE REQUEST OF THE COMPANY DELIVERED TO THE L/C ISSUER
        (WITH A COPY TO THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER OF
        CREDIT APPLICATION, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE
        OFFICER OF THE COMPANY. SUCH LETTER OF CREDIT APPLICATION MUST BE
        RECEIVED BY THE L/C ISSUER AND THE ADMINISTRATIVE AGENT (A) NOT LATER
        THAN 11:00 A.M. AT LEAST TWO BUSINESS DAYS PRIOR TO THE PROPOSED
        ISSUANCE DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE, OF ANY LETTER OF
        CREDIT DENOMINATED IN DOLLARS, AND (B) NOT LATER THAN 11:00 A.M. AT
        LEAST TEN BUSINESS DAYS PRIOR TO THE PROPOSED ISSUANCE

                                       29
<PAGE>

        DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE, OF ANY LETTER OF CREDIT
        DENOMINATED IN AN ALTERNATIVE CURRENCY (OR IN EACH CASE SUCH LATER DATE
        AND TIME AS THE ADMINISTRATIVE AGENT AND THE L/C ISSUER MAY AGREE IN A
        PARTICULAR INSTANCE IN THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED
        ISSUANCE DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE. IN THE CASE OF A
        REQUEST FOR AN INITIAL ISSUANCE OF A LETTER OF CREDIT, SUCH LETTER OF
        CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE
        L/C ISSUER: (A) THE PROPOSED ISSUANCE DATE OF THE REQUESTED LETTER OF
        CREDIT (WHICH SHALL BE A BUSINESS DAY); (B) THE AMOUNT AND CURRENCY
        THEREOF; (C) THE EXPIRY DATE THEREOF; (D) THE NAME AND ADDRESS OF THE
        BENEFICIARY THEREOF; (E) THE DOCUMENTS TO BE PRESENTED BY SUCH
        BENEFICIARY IN CASE OF ANY DRAWING THEREUNDER; (F) THE FULL TEXT OF ANY
        CERTIFICATE TO BE PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING
        THEREUNDER; AND (G) SUCH OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. IN
        THE CASE OF A REQUEST FOR AN AMENDMENT OF ANY OUTSTANDING LETTER OF
        CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND
        DETAIL SATISFACTORY TO THE L/C ISSUER (A) THE LETTER OF CREDIT TO BE
        AMENDED; (B) THE PROPOSED DATE OF AMENDMENT THEREOF (WHICH SHALL BE A
        BUSINESS DAY); (C) THE NATURE OF THE PROPOSED AMENDMENT; AND (D) SUCH
        OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. ADDITIONALLY, THE COMPANY
        SHALL FURNISH TO THE L/C ISSUER AND THE ADMINISTRATIVE AGENT SUCH OTHER
        DOCUMENTS AND INFORMATION PERTAINING TO SUCH REQUESTED LETTER OF CREDIT
        ISSUANCE OR AMENDMENT, INCLUDING ANY ISSUER DOCUMENTS, AS THE L/C ISSUER
        OR THE ADMINISTRATIVE AGENT MAY REQUIRE.

                PROMPTLY AFTER RECEIPT OF ANY LETTER OF CREDIT APPLICATION, THE
        L/C ISSUER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR
        IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH
        LETTER OF CREDIT APPLICATION FROM THE COMPANY AND, IF NOT, THE L/C
        ISSUER WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF. UNLESS
        THE L/C ISSUER HAS RECEIVED WRITTEN NOTICE FROM ANY LENDER, THE
        ADMINISTRATIVE AGENT OR THE COMPANY, AT LEAST ONE BUSINESS DAY PRIOR TO
        THE REQUESTED DATE OF ISSUANCE OR AMENDMENT OF THE APPLICABLE LETTER OF
        CREDIT, THAT ONE OR MORE APPLICABLE CONDITIONS CONTAINED IN ARTICLE IV
        SHALL NOT THEN BE SATISFIED, THEN, SUBJECT TO THE TERMS AND CONDITIONS
        HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF
        CREDIT FOR THE ACCOUNT OF THE COMPANY OR ENTER INTO THE APPLICABLE
        AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE L/C
        ISSUER'S USUAL AND CUSTOMARY BUSINESS PRACTICES. IMMEDIATELY UPON THE
        ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND
        HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C
        ISSUER A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL
        TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT
        OF SUCH LETTER OF CREDIT.

                IF THE COMPANY SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT
        APPLICATION, THE L/C ISSUER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION,
        AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC EXTENSION
        PROVISIONS (EACH, AN "AUTO-EXTENSION LETTER OF CREDIT"); PROVIDED THAT
        ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT THE L/C ISSUER TO
        PREVENT ANY SUCH EXTENSION AT LEAST ONCE IN EACH TWELVE-MONTH PERIOD
        (COMMENCING WITH THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT) BY
        GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE
        "NON-EXTENSION NOTICE DATE") IN EACH SUCH TWELVE-MONTH PERIOD TO BE
        AGREED UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED. UNLESS
        OTHERWISE DIRECTED BY THE L/C ISSUER, THE COMPANY SHALL NOT BE REQUIRED
        TO MAKE A SPECIFIC REQUEST TO THE L/C ISSUER FOR ANY SUCH EXTENSION.
        ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS
        SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE L/C ISSUER
        TO PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO AN
        EXPIRY DATE NOT LATER THAN THE LETTER OF CREDIT EXPIRATION DATE;
        PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL NOT PERMIT ANY SUCH
        EXTENSION IF (A) THE L/C ISSUER HAS DETERMINED THAT IT WOULD NOT BE
        PERMITTED, OR WOULD HAVE NO OBLIGATION, AT SUCH TIME TO ISSUE SUCH
        LETTER OF CREDIT IN ITS REVISED FORM (AS EXTENDED) UNDER THE TERMS
        HEREOF (BY REASON OF THE PROVISIONS OF SECTION 2.04(A)(II), 2.04(A)(III)
        OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH MAY BE BY TELEPHONE
        OR IN WRITING) ON OR BEFORE THE DAY THAT IS FIVE BUSINESS DAYS BEFORE
        THE NON-EXTENSION NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE
        REQUIRED LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION OR (2) FROM
        THE ADMINISTRATIVE AGENT, ANY LENDER OR THE COMPANY THAT ONE OR MORE OF
        THE APPLICABLE

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<PAGE>

        CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH
        SUCH CASE DIRECTING THE L/C ISSUER NOT TO PERMIT SUCH EXTENSION.

                PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY
        AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO
        OR TO THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE
        COMPANY AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH
        LETTER OF CREDIT OR AMENDMENT.

        3. DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

                UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
        NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE L/C ISSUER SHALL
        NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT THEREOF. IN THE CASE OF
        A LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY, THE COMPANY
        SHALL REIMBURSE THE L/C ISSUER IN SUCH ALTERNATIVE CURRENCY, UNLESS (A)
        THE L/C ISSUER (AT ITS OPTION) SHALL HAVE SPECIFIED IN SUCH NOTICE THAT
        IT WILL REQUIRE REIMBURSEMENT IN DOLLARS, OR (B) IN THE ABSENCE OF ANY
        SUCH REQUIREMENT FOR REIMBURSEMENT IN DOLLARS, THE COMPANY SHALL HAVE
        NOTIFIED THE L/C ISSUER PROMPTLY FOLLOWING RECEIPT OF THE NOTICE OF
        DRAWING THAT THE COMPANY WILL REIMBURSE THE L/C ISSUER IN DOLLARS. IN
        THE CASE OF ANY SUCH REIMBURSEMENT IN DOLLARS OF A DRAWING UNDER A
        LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY, THE L/C ISSUER
        SHALL NOTIFY THE COMPANY OF THE DOLLAR EQUIVALENT OF THE AMOUNT OF THE
        DRAWING PROMPTLY FOLLOWING THE DETERMINATION THEREOF. NOT LATER THAN
        11:00 A.M. ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER
        OF CREDIT TO BE REIMBURSED IN DOLLARS, OR THE APPLICABLE TIME ON THE
        DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER OF CREDIT TO BE
        REIMBURSED IN AN ALTERNATIVE CURRENCY (EACH SUCH DATE, AN "HONOR DATE"),
        THE COMPANY SHALL REIMBURSE THE L/C ISSUER THROUGH THE ADMINISTRATIVE
        AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING AND IN THE
        APPLICABLE CURRENCY. IF THE COMPANY FAILS TO SO REIMBURSE THE L/C ISSUER
        BY SUCH TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER
        OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (EXPRESSED IN
        DOLLARS IN THE AMOUNT OF THE DOLLAR EQUIVALENT THEREOF IN THE CASE OF A
        LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY) (THE
        "UNREIMBURSED AMOUNT"), AND THE AMOUNT OF SUCH LENDER'S APPLICABLE
        PERCENTAGE THEREOF. IN SUCH EVENT, THE COMPANY SHALL BE DEEMED TO HAVE
        REQUESTED A COMMITTED BORROWING OF BASE RATE LOANS TO BE DISBURSED ON
        THE HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT, WITHOUT
        REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE
        PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE
        UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET
        FORTH IN SECTION 4.02 (OTHER THAN THE DELIVERY OF A COMMITTED LOAN
        NOTICE). ANY NOTICE GIVEN BY THE L/C ISSUER OR THE ADMINISTRATIVE AGENT
        PURSUANT TO THIS SECTION 2.04(C)(I) MAY BE GIVEN BY TELEPHONE IF
        IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN
        IMMEDIATE CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING
        EFFECT OF SUCH NOTICE.

                EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.04(C)(I)
        MAKE FUNDS AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
        L/C ISSUER, IN DOLLARS, AT THE ADMINISTRATIVE AGENT'S OFFICE FOR
        DOLLAR-DENOMINATED PAYMENTS IN AN AMOUNT EQUAL TO ITS APPLICABLE
        PERCENTAGE OF THE UNREIMBURSED AMOUNT NOT LATER THAN 12:00 NOON ON THE
        BUSINESS DAY SPECIFIED IN SUCH NOTICE BY THE ADMINISTRATIVE AGENT,
        WHEREUPON, SUBJECT TO THE PROVISIONS OF SECTION 2.04(C)(III), EACH
        LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A BASE
        RATE COMMITTED LOAN TO THE COMPANY IN SUCH AMOUNT. THE ADMINISTRATIVE
        AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE L/C ISSUER IN DOLLARS.

                WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY
        REFINANCED BY A COMMITTED BORROWING OF BASE RATE LOANS BECAUSE THE
        CONDITIONS SET FORTH IN SECTION 4.02 CANNOT BE SATISFIED OR FOR ANY
        OTHER REASON, THE COMPANY SHALL BE DEEMED TO HAVE INCURRED FROM THE L/C
        ISSUER AN L/C BORROWING IN THE AMOUNT OF THE UNREIMBURSED AMOUNT THAT IS
        NOT SO REFINANCED, WHICH L/C BORROWING SHALL BE DUE AND PAYABLE ON

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        DEMAND (TOGETHER WITH INTEREST) AND SHALL BEAR INTEREST AT THE DEFAULT
        RATE. IN SUCH EVENT, EACH LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT
        FOR THE ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.04(C)(II) SHALL
        BE DEEMED PAYMENT IN RESPECT OF ITS PARTICIPATION IN SUCH L/C BORROWING
        AND SHALL CONSTITUTE AN L/C ADVANCE FROM SUCH LENDER IN SATISFACTION OF
        ITS PARTICIPATION OBLIGATION UNDER THIS SECTION 2.04.

                UNTIL EACH LENDER FUNDS ITS COMMITTED LOAN OR L/C ADVANCE
        PURSUANT TO THIS SECTION 2.04(C) TO REIMBURSE THE L/C ISSUER FOR ANY
        AMOUNT DRAWN UNDER ANY LETTER OF CREDIT, INTEREST IN RESPECT OF SUCH
        LENDER'S APPLICABLE PERCENTAGE OF SUCH AMOUNT SHALL BE SOLELY FOR THE
        ACCOUNT OF THE L/C ISSUER.

                EACH LENDER'S OBLIGATION TO MAKE COMMITTED LOANS OR L/C ADVANCES
        TO REIMBURSE THE L/C ISSUER FOR AMOUNTS DRAWN UNDER LETTERS OF CREDIT,
        AS CONTEMPLATED BY THIS SECTION 2.04(C), SHALL BE ABSOLUTE AND
        UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING
        (A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
        SUCH LENDER MAY HAVE AGAINST THE L/C ISSUER, THE COMPANY OR ANY OTHER
        PERSON FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF A
        DEFAULT, OR (C) ANY OTHER OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT
        SIMILAR TO ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT EACH LENDER'S
        OBLIGATION TO MAKE COMMITTED LOANS PURSUANT TO THIS SECTION 2.04(C) IS
        SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN DELIVERY
        BY THE COMPANY OF A COMMITTED LOAN NOTICE). NO SUCH MAKING OF AN L/C
        ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR THE OBLIGATION OF THE COMPANY
        TO REIMBURSE THE L/C ISSUER FOR THE AMOUNT OF ANY PAYMENT MADE BY THE
        L/C ISSUER UNDER ANY LETTER OF CREDIT, TOGETHER WITH INTEREST AS
        PROVIDED HEREIN.

                IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE
        AGENT FOR THE ACCOUNT OF THE L/C ISSUER ANY AMOUNT REQUIRED TO BE PAID
        BY SUCH LENDER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION
        2.04(C) BY THE TIME SPECIFIED IN SECTION 2.04(C)(II), THE L/C ISSUER
        SHALL BE ENTITLED TO RECOVER FROM SUCH LENDER (ACTING THROUGH THE
        ADMINISTRATIVE AGENT), ON DEMAND, SUCH AMOUNT WITH INTEREST THEREON FOR
        THE PERIOD FROM THE DATE SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH
        SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE L/C ISSUER AT A RATE PER
        ANNUM EQUAL TO THE APPLICABLE OVERNIGHT RATE FROM TIME TO TIME IN
        EFFECT. A CERTIFICATE OF THE L/C ISSUER SUBMITTED TO ANY LENDER (THROUGH
        THE ADMINISTRATIVE AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS
        SUBSECTION (VI) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.

        4. REPAYMENT OF PARTICIPATIONS.

                AT ANY TIME AFTER THE L/C ISSUER HAS MADE A PAYMENT UNDER ANY
        LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH LENDER'S L/C
        ADVANCE IN RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.04(C),
        IF THE ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF THE L/C ISSUER
        ANY PAYMENT IN RESPECT OF THE RELATED UNREIMBURSED AMOUNT OR INTEREST
        THEREON (WHETHER DIRECTLY FROM THE COMPANY OR OTHERWISE, INCLUDING
        PROCEEDS OF CASH COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE
        AGENT), THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO SUCH LENDER ITS
        APPLICABLE PERCENTAGE THEREOF (APPROPRIATELY ADJUSTED, IN THE CASE OF
        INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH
        LENDER'S L/C ADVANCE WAS OUTSTANDING) IN DOLLARS IN THE SAME FUNDS AS
        THOSE RECEIVED BY THE ADMINISTRATIVE AGENT.

                IF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE
        ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.04(C)(I) IS REQUIRED TO
        BE RETURNED UNDER ANY OF THE CIRCUMSTANCES DESCRIBED IN SECTION 10.05
        (INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE L/C ISSUER IN
        ITS DISCRETION), EACH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR
        THE ACCOUNT OF THE L/C ISSUER ITS APPLICABLE PERCENTAGE THEREOF ON
        DEMAND OF THE ADMINISTRATIVE AGENT, PLUS INTEREST THEREON FROM THE DATE
        OF SUCH DEMAND TO THE DATE SUCH AMOUNT IS RETURNED BY SUCH LENDER, AT A
        RATE PER ANNUM EQUAL TO THE APPLICABLE

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        OVERNIGHT RATE FROM TIME TO TIME IN EFFECT. THE OBLIGATIONS OF THE
        LENDERS UNDER THIS SUBSECTION SHALL SURVIVE THE PAYMENT IN FULL OF THE
        OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

        5. OBLIGATIONS ABSOLUTE. THE OBLIGATION OF THE COMPANY TO REIMBURSE THE
L/C ISSUER FOR EACH DRAWING UNDER EACH LETTER OF CREDIT AND TO REPAY EACH L/C
BORROWING SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES,
INCLUDING THE FOLLOWING:

                ANY LACK OF VALIDITY OR ENFORCEABILITY OF SUCH LETTER OF CREDIT,
        THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT;

                THE EXISTENCE OF ANY CLAIM, COUNTERCLAIM, SETOFF, DEFENSE OR
        OTHER RIGHT THAT THE COMPANY OR ANY SUBSIDIARY MAY HAVE AT ANY TIME
        AGAINST ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT (OR
        ANY PERSON FOR WHOM ANY SUCH BENEFICIARY OR ANY SUCH TRANSFEREE MAY BE
        ACTING), THE L/C ISSUER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH
        THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR BY SUCH LETTER
        OF CREDIT OR ANY AGREEMENT OR INSTRUMENT RELATING THERETO, OR ANY
        UNRELATED TRANSACTION;

                ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER
        SUCH LETTER OF CREDIT PROVING TO BE FORGED, FRAUDULENT, INVALID OR
        INSUFFICIENT IN ANY RESPECT OR ANY STATEMENT THEREIN BEING UNTRUE OR
        INACCURATE IN ANY RESPECT; OR ANY LOSS OR DELAY IN THE TRANSMISSION OR
        OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING UNDER SUCH
        LETTER OF CREDIT;

                ANY PAYMENT BY THE L/C ISSUER UNDER SUCH LETTER OF CREDIT
        AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT STRICTLY
        COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT; OR ANY PAYMENT MADE BY
        THE L/C ISSUER UNDER SUCH LETTER OF CREDIT TO ANY PERSON PURPORTING TO
        BE A TRUSTEE IN BANKRUPTCY, DEBTOR-IN-POSSESSION, ASSIGNEE FOR THE
        BENEFIT OF CREDITORS, LIQUIDATOR, RECEIVER OR OTHER REPRESENTATIVE OF OR
        SUCCESSOR TO ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT,
        INCLUDING ANY ARISING IN CONNECTION WITH ANY PROCEEDING UNDER ANY DEBTOR
        RELIEF LAW;

                ANY ADVERSE CHANGE IN THE RELEVANT EXCHANGE RATES OR IN THE
        AVAILABILITY OF THE RELEVANT ALTERNATIVE CURRENCY TO THE COMPANY OR IN
        THE RELEVANT CURRENCY MARKETS GENERALLY; OR

                ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT
        SIMILAR TO ANY OF THE FOREGOING, INCLUDING ANY OTHER CIRCUMSTANCE THAT
        MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF,
        THE COMPANY OR ANY SUBSIDIARY.

        The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

        6. ROLE OF L/C ISSUER. EACH LENDER AND THE COMPANY AGREE THAT, IN PAYING
ANY DRAWING UNDER A LETTER OF CREDIT, THE L/C ISSUER SHALL NOT HAVE ANY
RESPONSIBILITY TO OBTAIN ANY DOCUMENT (OTHER THAN ANY SIGHT DRAFT, CERTIFICATES
AND DOCUMENTS EXPRESSLY REQUIRED BY THE LETTER OF CREDIT) OR TO ASCERTAIN OR
INQUIRE AS TO THE VALIDITY OR ACCURACY OF ANY SUCH DOCUMENT OR THE AUTHORITY OF
THE PERSON EXECUTING OR DELIVERING ANY SUCH DOCUMENT. NONE OF THE L/C ISSUER,
THE ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY
CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE TO ANY
LENDER FOR (I) ANY ACTION TAKEN OR OMITTED IN CONNECTION HEREWITH AT THE REQUEST
OR WITH THE APPROVAL OF THE

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LENDERS OR THE REQUIRED LENDERS, AS APPLICABLE; (II) ANY ACTION TAKEN OR OMITTED
IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) THE DUE
EXECUTION, EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT OR
INSTRUMENT RELATED TO ANY LETTER OF CREDIT OR ISSUER DOCUMENT. THE COMPANY
HEREBY ASSUMES ALL RISKS OF THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR
TRANSFEREE WITH RESPECT TO ITS USE OF ANY LETTER OF CREDIT; PROVIDED, HOWEVER,
THAT THIS ASSUMPTION IS NOT INTENDED TO, AND SHALL NOT, PRECLUDE THE COMPANY'S
PURSUING SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE BENEFICIARY OR
TRANSFEREE AT LAW OR UNDER ANY OTHER AGREEMENT. NONE OF THE L/C ISSUER, THE
ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY
CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE OR
RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED IN SECTION 2.04(E)(I) THROUGH (VI);
PROVIDED, HOWEVER, THAT ANYTHING IN SUCH CLAUSES TO THE CONTRARY
NOTWITHSTANDING, THE COMPANY MAY HAVE A CLAIM AGAINST THE L/C ISSUER, AND THE
L/C ISSUER MAY BE LIABLE TO THE COMPANY, TO THE EXTENT, BUT ONLY TO THE EXTENT,
OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR EXEMPLARY, DAMAGES SUFFERED BY THE
COMPANY WHICH THE COMPANY PROVES WERE CAUSED BY THE L/C ISSUER'S WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OR THE L/C ISSUER'S WILLFUL FAILURE TO PAY UNDER
ANY LETTER OF CREDIT AFTER THE PRESENTATION TO IT BY THE BENEFICIARY OF A SIGHT
DRAFT AND CERTIFICATE(S) STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF A
LETTER OF CREDIT. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE L/C
ISSUER MAY ACCEPT DOCUMENTS THAT APPEAR ON THEIR FACE TO BE IN ORDER, WITHOUT
RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF ANY NOTICE OR
INFORMATION TO THE CONTRARY, AND THE L/C ISSUER SHALL NOT BE RESPONSIBLE FOR THE
VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR
PURPORTING TO TRANSFER OR ASSIGN A LETTER OF CREDIT OR THE RIGHTS OR BENEFITS
THEREUNDER OR PROCEEDS THEREOF, IN WHOLE OR IN PART, WHICH MAY PROVE TO BE
INVALID OR INEFFECTIVE FOR ANY REASON.

        7. CASH COLLATERAL. UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, (I) IF
THE L/C ISSUER HAS HONORED ANY FULL OR PARTIAL DRAWING REQUEST UNDER ANY LETTER
OF CREDIT AND SUCH DRAWING HAS RESULTED IN AN L/C BORROWING, OR (II) IF, AS OF
THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON REMAINS
OUTSTANDING, THE COMPANY SHALL, IN EACH CASE, IMMEDIATELY CASH COLLATERALIZE THE
THEN OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS. SECTIONS 2.06 AND 8.02(C) SET
FORTH CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL HEREUNDER. FOR
PURPOSES OF THIS SECTION 2.04, SECTION 2.06 AND SECTION 8.02(C), "CASH
COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR DELIVER TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE LENDERS, AS COLLATERAL FOR THE
L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES PURSUANT TO DOCUMENTATION IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE L/C ISSUER
(WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS). DERIVATIVES OF SUCH
TERM HAVE CORRESPONDING MEANINGS. THE COMPANY HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE LENDERS, A
SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN
AND ALL PROCEEDS OF THE FOREGOING. CASH COLLATERAL SHALL BE MAINTAINED IN
BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA.

        8. APPLICABILITY OF ISP AND UCP. UNLESS OTHERWISE EXPRESSLY AGREED BY
THE L/C ISSUER AND THE COMPANY WHEN A LETTER OF CREDIT IS ISSUED (INCLUDING ANY
SUCH AGREEMENT APPLICABLE TO AN EXISTING LETTER OF CREDIT), (I) THE RULES OF THE
ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT, AND (II) THE RULES OF THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, AS MOST RECENTLY PUBLISHED
BY THE INTERNATIONAL CHAMBER OF COMMERCE AT THE TIME OF ISSUANCE SHALL APPLY TO
EACH COMMERCIAL LETTER OF CREDIT.

        9. LETTER OF CREDIT FEES. THE COMPANY SHALL PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS APPLICABLE
PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE") (I) FOR EACH
COMMERCIAL LETTER OF CREDIT EQUAL TO 50% TIMES THE APPLICABLE RATE TIMES THE
DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF
CREDIT, AND (II) FOR EACH STANDBY LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE
TIMES THE DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
LETTER OF CREDIT. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE
DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION

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1.09. LETTER OF CREDIT FEES SHALL BE (I) COMPUTED ON A QUARTERLY BASIS IN
ARREARS AND (II) DUE AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO
OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT
EXPIRATION DATE AND THEREAFTER ON DEMAND. IF THERE IS ANY CHANGE IN THE
APPLICABLE RATE DURING ANY QUARTER, THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER
EACH LETTER OF CREDIT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE OR
50% OF SUCH APPLICABLE RATE, AS THE CASE MAY BE, SEPARATELY FOR EACH PERIOD
DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.

        10. FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER. THE COMPANY SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT, IN
DOLLARS, A FRONTING FEE (I) WITH RESPECT TO EACH COMMERCIAL LETTER OF CREDIT, AT
THE RATE SPECIFIED IN THE FEE LETTER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE
AMOUNT OF SUCH LETTER OF CREDIT, AND PAYABLE UPON THE ISSUANCE THEREOF, (II)
WITH RESPECT TO ANY AMENDMENT OF A COMMERCIAL LETTER OF CREDIT INCREASING THE
AMOUNT OF SUCH LETTER OF CREDIT, AT A RATE SEPARATELY AGREED BETWEEN THE COMPANY
AND THE L/C ISSUER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE AMOUNT OF SUCH
INCREASE, AND PAYABLE UPON THE EFFECTIVENESS OF SUCH AMENDMENT, AND (III) WITH
RESPECT TO EACH STANDBY LETTER OF CREDIT, AT THE RATE PER ANNUM SPECIFIED IN THE
FEE LETTER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO
BE DRAWN UNDER SUCH LETTER OF CREDIT ON A QUARTERLY BASIS IN ARREARS, AND DUE
AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE,
SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE
ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND
THEREAFTER ON DEMAND. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE
DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION 1.09. IN ADDITION, THE COMPANY SHALL PAY
DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT, IN DOLLARS, THE CUSTOMARY
ISSUANCE, PRESENTATION, AMENDMENT AND OTHER PROCESSING FEES, AND OTHER STANDARD
COSTS AND CHARGES, OF THE L/C ISSUER RELATING TO LETTERS OF CREDIT AS FROM TIME
TO TIME IN EFFECT. SUCH CUSTOMARY FEES AND STANDARD COSTS AND CHARGES ARE DUE
AND PAYABLE ON DEMAND AND ARE NONREFUNDABLE.

        11. CONFLICT WITH ISSUER DOCUMENTS. IN THE EVENT OF ANY CONFLICT BETWEEN
THE TERMS HEREOF AND THE TERMS OF ANY ISSUER DOCUMENT, THE TERMS HEREOF SHALL
CONTROL.

        E. SWING LINE LOANS.

        1. THE SWING LINE. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN,
THE SWING LINE LENDER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE OTHER
LENDERS SET FORTH IN THIS SECTION 2.05, TO MAKE LOANS (EACH SUCH LOAN, A "SWING
LINE LOAN") TO THE COMPANY FROM TIME TO TIME ON ANY BUSINESS DAY DURING THE
AVAILABILITY PERIOD IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING
THE AMOUNT OF THE SWING LINE SUBLIMIT, NOTWITHSTANDING THE FACT THAT SUCH SWING
LINE LOANS, WHEN AGGREGATED WITH THE APPLICABLE PERCENTAGE OF THE OUTSTANDING
AMOUNT OF COMMITTED LOANS AND L/C OBLIGATIONS OF THE LENDER ACTING AS SWING LINE
LENDER, MAY EXCEED THE AMOUNT OF SUCH LENDER'S COMMITMENT; PROVIDED, HOWEVER,
THAT AFTER GIVING EFFECT TO ANY SWING LINE LOAN, (I) THE TOTAL OUTSTANDINGS
SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, AND (II) THE AGGREGATE OUTSTANDING
AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS SUCH LENDER'S APPLICABLE
PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S
APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL SWING LINE LOANS SHALL
NOT EXCEED SUCH LENDER'S COMMITMENT, AND PROVIDED, FURTHER, THAT THE COMPANY
SHALL NOT USE THE PROCEEDS OF ANY SWING LINE LOAN TO REFINANCE ANY OUTSTANDING
SWING LINE LOAN. WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE OTHER TERMS AND
CONDITIONS HEREOF, THE COMPANY MAY BORROW UNDER THIS SECTION 2.05, PREPAY UNDER
SECTION 2.06, AND REBORROW UNDER THIS SECTION 2.05. EACH SWING LINE LOAN SHALL
BE A BASE RATE LOAN. IMMEDIATELY UPON THE MAKING OF A SWING LINE LOAN, EACH
LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO,
PURCHASE FROM THE SWING LINE LENDER A RISK PARTICIPATION IN SUCH SWING LINE LOAN
IN AN AMOUNT EQUAL TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES
THE AMOUNT OF SUCH SWING LINE LOAN.

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        2. BORROWING PROCEDURES. EACH SWING LINE BORROWING SHALL BE MADE UPON
THE COMPANY'S IRREVOCABLE NOTICE TO THE SWING LINE LENDER AND THE ADMINISTRATIVE
AGENT, WHICH MAY BE GIVEN BY TELEPHONE. EACH SUCH NOTICE MUST BE RECEIVED BY THE
SWING LINE LENDER AND THE ADMINISTRATIVE AGENT NOT LATER THAN 12:00 NOON ON THE
REQUESTED BORROWING DATE, AND SHALL SPECIFY (I) THE AMOUNT TO BE BORROWED, WHICH
SHALL BE IN A MINIMUM AMOUNT OF $1,000,000, AND (II) THE REQUESTED BORROWING
DATE, WHICH SHALL BE A BUSINESS DAY. EACH SUCH TELEPHONIC NOTICE MUST BE
CONFIRMED PROMPTLY BY DELIVERY TO THE SWING LINE LENDER AND THE ADMINISTRATIVE
AGENT OF A WRITTEN SWING LINE LOAN NOTICE, APPROPRIATELY COMPLETED AND SIGNED BY
A RESPONSIBLE OFFICER OF THE COMPANY. PROMPTLY AFTER RECEIPT BY THE SWING LINE
LENDER OF ANY TELEPHONIC SWING LINE LOAN NOTICE, THE SWING LINE LENDER WILL
CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN WRITING) THAT THE
ADMINISTRATIVE AGENT HAS ALSO RECEIVED SUCH SWING LINE LOAN NOTICE AND, IF NOT,
THE SWING LINE LENDER WILL NOTIFY THE ADMINISTRATIVE AGENT (BY TELEPHONE OR IN
WRITING) OF THE CONTENTS THEREOF. UNLESS THE SWING LINE LENDER HAS RECEIVED
NOTICE (BY TELEPHONE OR IN WRITING) FROM THE ADMINISTRATIVE AGENT (INCLUDING AT
THE REQUEST OF ANY LENDER) PRIOR TO 1:00 P.M. ON THE DATE OF THE PROPOSED SWING
LINE BORROWING (A) DIRECTING THE SWING LINE LENDER NOT TO MAKE SUCH SWING LINE
LOAN AS A RESULT OF THE LIMITATIONS SET FORTH IN THE PROVISO TO THE FIRST
SENTENCE OF SECTION 2.05(A), OR (B) THAT ONE OR MORE OF THE APPLICABLE
CONDITIONS SPECIFIED IN ARTICLE IV IS NOT THEN SATISFIED, THEN, SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE SWING LINE LENDER WILL, NOT LATER THAN 2:00
P.M. ON THE BORROWING DATE SPECIFIED IN SUCH SWING LINE LOAN NOTICE, MAKE THE
AMOUNT OF ITS SWING LINE LOAN AVAILABLE TO THE COMPANY AT ITS OFFICE BY
CREDITING THE ACCOUNT OF THE COMPANY ON THE BOOKS OF THE SWING LINE LENDER IN
SAME DAY FUNDS.

        3. REFINANCING OF SWING LINE LOANS.

                THE SWING LINE LENDER AT ANY TIME IN ITS SOLE AND ABSOLUTE
        DISCRETION MAY REQUEST, ON BEHALF OF THE COMPANY (WHICH HEREBY
        IRREVOCABLY AUTHORIZES THE SWING LINE LENDER TO SO REQUEST ON ITS
        BEHALF), THAT EACH LENDER MAKE A BASE RATE COMMITTED LOAN IN AN AMOUNT
        EQUAL TO SUCH LENDER'S APPLICABLE PERCENTAGE OF THE AMOUNT OF SWING LINE
        LOANS THEN OUTSTANDING. SUCH REQUEST SHALL BE MADE IN WRITING (WHICH
        WRITTEN REQUEST SHALL BE DEEMED TO BE A COMMITTED LOAN NOTICE FOR
        PURPOSES HEREOF) AND IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION
        2.02, WITHOUT REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED THEREIN FOR
        THE PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE UNUTILIZED
        PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET FORTH IN
        SECTION 4.02. THE SWING LINE LENDER SHALL FURNISH THE COMPANY WITH A
        COPY OF THE APPLICABLE COMMITTED LOAN NOTICE PROMPTLY AFTER DELIVERING
        SUCH NOTICE TO THE ADMINISTRATIVE AGENT. EACH LENDER SHALL MAKE AN
        AMOUNT EQUAL TO ITS APPLICABLE PERCENTAGE OF THE AMOUNT SPECIFIED IN
        SUCH COMMITTED LOAN NOTICE AVAILABLE TO THE ADMINISTRATIVE AGENT IN SAME
        DAY FUNDS FOR THE ACCOUNT OF THE SWING LINE LENDER AT THE ADMINISTRATIVE
        AGENT'S OFFICE FOR DOLLAR-DENOMINATED PAYMENTS NOT LATER THAN 12:00 NOON
        ON THE DAY SPECIFIED IN SUCH COMMITTED LOAN NOTICE, WHEREUPON, SUBJECT
        TO SECTION 2.05(C)(II), EACH LENDER THAT SO MAKES FUNDS AVAILABLE SHALL
        BE DEEMED TO HAVE MADE A BASE RATE COMMITTED LOAN TO THE COMPANY IN SUCH
        AMOUNT. THE ADMINISTRATIVE AGENT SHALL REMIT THE FUNDS SO RECEIVED TO
        THE SWING LINE LENDER.

                IF FOR ANY REASON ANY SWING LINE LOAN CANNOT BE REFINANCED BY
        SUCH A COMMITTED BORROWING IN ACCORDANCE WITH SECTION 2.05(C)(I), THE
        REQUEST FOR BASE RATE COMMITTED LOANS SUBMITTED BY THE SWING LINE LENDER
        AS SET FORTH HEREIN SHALL BE DEEMED TO BE A REQUEST BY THE SWING LINE
        LENDER THAT EACH OF THE LENDERS FUND ITS RISK PARTICIPATION IN THE
        RELEVANT SWING LINE LOAN AND EACH LENDER'S PAYMENT TO THE ADMINISTRATIVE
        AGENT FOR THE ACCOUNT OF THE SWING LINE LENDER PURSUANT TO SECTION
        2.05(C)(I) SHALL BE DEEMED PAYMENT IN RESPECT OF SUCH PARTICIPATION.

                IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE
        AGENT FOR THE ACCOUNT OF THE SWING LINE LENDER ANY AMOUNT REQUIRED TO BE
        PAID BY SUCH LENDER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION
        2.05(C) BY THE TIME SPECIFIED IN SECTION 2.05(C)(I), THE SWING LINE
        LENDER SHALL BE ENTITLED TO RECOVER FROM SUCH LENDER

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<PAGE>

        (ACTING THROUGH THE ADMINISTRATIVE AGENT), ON DEMAND, SUCH AMOUNT WITH
        INTEREST THEREON FOR THE PERIOD FROM THE DATE SUCH PAYMENT IS REQUIRED
        TO THE DATE ON WHICH SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE SWING
        LINE LENDER AT A RATE PER ANNUM EQUAL TO THE APPLICABLE OVERNIGHT RATE
        FROM TIME TO TIME IN EFFECT. A CERTIFICATE OF THE SWING LINE LENDER
        SUBMITTED TO ANY LENDER (THROUGH THE ADMINISTRATIVE AGENT) WITH RESPECT
        TO ANY AMOUNTS OWING UNDER THIS SUBSECTION (III) SHALL BE CONCLUSIVE
        ABSENT MANIFEST ERROR.

                EACH LENDER'S OBLIGATION TO MAKE COMMITTED LOANS OR TO PURCHASE
        AND FUND RISK PARTICIPATIONS IN SWING LINE LOANS PURSUANT TO THIS
        SECTION 2.05(C) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE
        AFFECTED BY ANY CIRCUMSTANCE, INCLUDING (A) ANY SETOFF, COUNTERCLAIM,
        RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH SUCH LENDER MAY HAVE AGAINST
        THE SWING LINE LENDER, THE COMPANY OR ANY OTHER PERSON FOR ANY REASON
        WHATSOEVER, (B) THE OCCURRENCE OR CONTINUANCE OF A DEFAULT, OR (C) ANY
        OTHER OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT SIMILAR TO ANY OF
        THE FOREGOING; PROVIDED, HOWEVER, THAT EACH LENDER'S OBLIGATION TO MAKE
        COMMITTED LOANS PURSUANT TO THIS SECTION 2.05(C) IS SUBJECT TO THE
        CONDITIONS SET FORTH IN SECTION 4.02. NO SUCH FUNDING OF RISK
        PARTICIPATIONS SHALL RELIEVE OR OTHERWISE IMPAIR THE OBLIGATION OF THE
        COMPANY TO REPAY SWING LINE LOANS, TOGETHER WITH INTEREST AS PROVIDED
        HEREIN.

        4. REPAYMENT OF PARTICIPATIONS.

                AT ANY TIME AFTER ANY LENDER HAS PURCHASED AND FUNDED A RISK
        PARTICIPATION IN A SWING LINE LOAN, IF THE SWING LINE LENDER RECEIVES
        ANY PAYMENT ON ACCOUNT OF SUCH SWING LINE LOAN, THE SWING LINE LENDER
        WILL DISTRIBUTE TO SUCH LENDER ITS APPLICABLE PERCENTAGE OF SUCH PAYMENT
        (APPROPRIATELY ADJUSTED, IN THE CASE OF INTEREST PAYMENTS, TO REFLECT
        THE PERIOD OF TIME DURING WHICH SUCH LENDER'S RISK PARTICIPATION WAS
        FUNDED) IN THE SAME FUNDS AS THOSE RECEIVED BY THE SWING LINE LENDER.

                IF ANY PAYMENT RECEIVED BY THE SWING LINE LENDER IN RESPECT OF
        PRINCIPAL OR INTEREST ON ANY SWING LINE LOAN IS REQUIRED TO BE RETURNED
        BY THE SWING LINE LENDER UNDER ANY OF THE CIRCUMSTANCES DESCRIBED IN
        SECTION 10.05 (INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE
        SWING LINE LENDER IN ITS DISCRETION), EACH LENDER SHALL PAY TO THE SWING
        LINE LENDER ITS APPLICABLE PERCENTAGE THEREOF ON DEMAND OF THE
        ADMINISTRATIVE AGENT, PLUS INTEREST THEREON FROM THE DATE OF SUCH DEMAND
        TO THE DATE SUCH AMOUNT IS RETURNED, AT A RATE PER ANNUM EQUAL TO THE
        APPLICABLE OVERNIGHT RATE. THE ADMINISTRATIVE AGENT WILL MAKE SUCH
        DEMAND UPON THE REQUEST OF THE SWING LINE LENDER. THE OBLIGATIONS OF THE
        LENDERS UNDER THIS CLAUSE SHALL SURVIVE THE PAYMENT IN FULL OF THE
        OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

        5. INTEREST FOR ACCOUNT OF SWING LINE LENDER. THE SWING LINE LENDER
SHALL BE RESPONSIBLE FOR INVOICING THE COMPANY FOR INTEREST ON THE SWING LINE
LOANS. UNTIL EACH LENDER FUNDS ITS BASE RATE COMMITTED LOAN OR RISK
PARTICIPATION PURSUANT TO THIS SECTION 2.05 TO REFINANCE SUCH LENDER'S
APPLICABLE PERCENTAGE OF ANY SWING LINE LOAN, INTEREST IN RESPECT OF SUCH
APPLICABLE PERCENTAGE SHALL BE SOLELY FOR THE ACCOUNT OF THE SWING LINE LENDER.

        6. PAYMENTS DIRECTLY TO SWING LINE LENDER. THE COMPANY SHALL MAKE ALL
PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT OF THE SWING LINE LOANS DIRECTLY
TO THE SWING LINE LENDER.

        F. PREPAYMENTS.

        1. THE COMPANY MAY, UPON NOTICE TO THE ADMINISTRATIVE AGENT, AT ANY TIME
OR FROM TIME TO TIME VOLUNTARILY PREPAY COMMITTED LOANS IN WHOLE OR IN PART
WITHOUT PREMIUM OR PENALTY; PROVIDED THAT (I) SUCH NOTICE MUST BE RECEIVED BY
THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (A) THREE BUSINESS DAYS PRIOR
TO ANY DATE OF PREPAYMENT

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OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN DOLLARS, (B) FOUR BUSINESS
DAYS (OR FIVE, IN THE CASE OF PREPAYMENT OF LOANS DENOMINATED IN SPECIAL NOTICE
CURRENCIES) PRIOR TO ANY DATE OF PREPAYMENT OF EUROCURRENCY RATE COMMITTED LOANS
DENOMINATED IN ALTERNATIVE CURRENCIES, AND (C) ON THE DATE OF PREPAYMENT OF BASE
RATE COMMITTED LOANS; (II) ANY PREPAYMENT SHALL BE IN A PRINCIPAL AMOUNT OF
$3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF OR, IF LESS, THE
ENTIRE PRINCIPAL AMOUNT THEREOF THEN OUTSTANDING. EACH SUCH NOTICE SHALL SPECIFY
THE DATE AND AMOUNT OF SUCH PREPAYMENT AND THE TYPE(S) OF COMMITTED LOANS TO BE
PREPAID AND, IF EUROCURRENCY LOANS ARE TO BE PREPAID, THE INTEREST PERIOD(S) OF
SUCH LOANS. THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY EACH LENDER OF ITS
RECEIPT OF EACH SUCH NOTICE, AND OF THE AMOUNT OF SUCH LENDER'S APPLICABLE
PERCENTAGE OF SUCH PREPAYMENT. IF SUCH NOTICE IS GIVEN BY THE COMPANY, THE
COMPANY SHALL MAKE SUCH PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH
NOTICE SHALL BE DUE AND PAYABLE ON THE DATE SPECIFIED THEREIN. ANY PREPAYMENT OF
A EUROCURRENCY RATE LOAN SHALL BE ACCOMPANIED BY ALL ACCRUED INTEREST ON THE
AMOUNT PREPAID, TOGETHER WITH ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO
SECTION 3.05. EACH SUCH PREPAYMENT SHALL BE APPLIED TO THE COMMITTED LOANS OF
THE LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE APPLICABLE PERCENTAGES.

        2. NO BID LOAN MAY BE PREPAID WITHOUT THE PRIOR CONSENT OF THE
APPLICABLE BID LOAN LENDER.

        3. THE COMPANY MAY, UPON NOTICE TO THE SWING LINE LENDER (WITH A COPY TO
THE ADMINISTRATIVE AGENT), AT ANY TIME OR FROM TIME TO TIME, VOLUNTARILY PREPAY
SWING LINE LOANS IN WHOLE OR IN PART WITHOUT PREMIUM OR PENALTY; PROVIDED THAT
(I) SUCH NOTICE MUST BE RECEIVED BY THE SWING LINE LENDER AND THE ADMINISTRATIVE
AGENT NOT LATER THAN 12:00 NOON ON THE DATE OF THE PREPAYMENT, AND (II) ANY SUCH
PREPAYMENT SHALL BE (A) IN A MINIMUM PRINCIPAL AMOUNT OF $1,000,000 OR A WHOLE
MULTIPLE OF $1,000,000 IN EXCESS THEREOF OR (B) FOR THE ENTIRE AMOUNT THEREOF
OUTSTANDING. EACH SUCH NOTICE SHALL SPECIFY THE DATE AND AMOUNT OF SUCH
PREPAYMENT. IF SUCH NOTICE IS GIVEN BY THE COMPANY, THE COMPANY SHALL MAKE SUCH
PREPAYMENT AND THE PAYMENT AMOUNT SPECIFIED IN SUCH NOTICE SHALL BE DUE AND
PAYABLE ON THE DATE SPECIFIED THEREIN.

        4. IF THE ADMINISTRATIVE AGENT NOTIFIES THE COMPANY AT ANY TIME THAT THE
TOTAL OUTSTANDINGS AT SUCH TIME EXCEED AN AMOUNT EQUAL TO 105% OF THE AGGREGATE
COMMITMENTS THEN IN EFFECT, THEN, WITHIN TWO BUSINESS DAYS AFTER RECEIPT OF SUCH
NOTICE, THE COMPANY SHALL PREPAY LOANS AND/OR THE COMPANY SHALL CASH
COLLATERALIZE THE L/C OBLIGATIONS IN AN AGGREGATE AMOUNT SUFFICIENT TO REDUCE
SUCH OUTSTANDING AMOUNT AS OF SUCH DATE OF PAYMENT TO AN AMOUNT NOT TO EXCEED
100% OF THE AGGREGATE COMMITMENTS THEN IN EFFECT; PROVIDED, HOWEVER, THAT,
SUBJECT TO THE PROVISIONS OF SECTION 2.04(G)(II), THE COMPANY SHALL NOT BE
REQUIRED TO CASH COLLATERALIZE THE L/C OBLIGATIONS PURSUANT TO THIS SECTION
2.06(D) UNLESS AFTER THE PREPAYMENT IN FULL OF THE LOANS THE TOTAL OUTSTANDINGS
EXCEED THE AGGREGATE COMMITMENTS THEN IN EFFECT. THE ADMINISTRATIVE AGENT MAY,
AT ANY TIME AND FROM TIME TO TIME AFTER THE INITIAL DEPOSIT OF SUCH CASH
COLLATERAL, REQUEST THAT ADDITIONAL CASH COLLATERAL BE PROVIDED IN ORDER TO
PROTECT AGAINST THE RESULTS OF FURTHER EXCHANGE RATE FLUCTUATIONS.

        5. IF THE ADMINISTRATIVE AGENT NOTIFIES THE COMPANY AT ANY TIME THAT THE
OUTSTANDING AMOUNT OF ALL LOANS DENOMINATED IN ALTERNATIVE CURRENCIES AT SUCH
TIME EXCEEDS AN AMOUNT EQUAL TO 105% OF THE ALTERNATIVE CURRENCY SUBLIMIT THEN
IN EFFECT, THEN, WITHIN TWO BUSINESS DAYS AFTER RECEIPT OF SUCH NOTICE, THE
COMPANY SHALL PREPAY LOANS IN AN AGGREGATE AMOUNT SUFFICIENT TO REDUCE SUCH
OUTSTANDING AMOUNT AS OF SUCH DATE OF PAYMENT TO AN AMOUNT NOT TO EXCEED 100% OF
THE ALTERNATIVE CURRENCY SUBLIMIT THEN IN EFFECT.

        G. TERMINATION OR REDUCTION OF COMMITMENTS. THE COMPANY MAY, UPON NOTICE
TO THE ADMINISTRATIVE AGENT, TERMINATE THE AGGREGATE COMMITMENTS, OR FROM TIME
TO TIME PERMANENTLY REDUCE THE AGGREGATE COMMITMENTS; PROVIDED THAT (I) ANY SUCH
NOTICE SHALL BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M.
THREE BUSINESS DAYS PRIOR TO THE DATE OF TERMINATION OR REDUCTION, (II) ANY SUCH
PARTIAL REDUCTION SHALL BE IN AN AGGREGATE AMOUNT OF $3,000,000 OR ANY WHOLE
MULTIPLE OF $1,000,000 IN EXCESS THEREOF, (III) THE COMPANY SHALL NOT TERMINATE
OR REDUCE THE AGGREGATE COMMITMENTS IF, AFTER GIVING EFFECT THERETO AND TO ANY
CONCURRENT PREPAYMENTS HEREUNDER, THE TOTAL OUTSTANDINGS WOULD EXCEED THE
AGGREGATE COMMITMENTS, AND (IV) IF, AFTER GIVING EFFECT TO ANY REDUCTION OF THE
AGGREGATE COMMITMENTS,

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<PAGE>

THE ALTERNATIVE CURRENCY SUBLIMIT, THE BID LOAN SUBLIMIT, THE LETTER OF CREDIT
SUBLIMIT OR THE SWING LINE SUBLIMIT EXCEEDS THE AMOUNT OF THE AGGREGATE
COMMITMENTS, SUCH SUBLIMIT SHALL BE AUTOMATICALLY REDUCED BY THE AMOUNT OF SUCH
EXCESS. THE ADMINISTRATIVE AGENT WILL PROMPTLY NOTIFY THE LENDERS OF ANY SUCH
NOTICE OF TERMINATION OR REDUCTION OF THE AGGREGATE COMMITMENTS. THE AMOUNT OF
ANY SUCH AGGREGATE COMMITMENT REDUCTION SHALL NOT BE APPLIED TO THE ALTERNATIVE
CURRENCY SUBLIMIT OR THE LETTER OF CREDIT SUBLIMIT UNLESS OTHERWISE SPECIFIED BY
THE COMPANY. ANY REDUCTION OF THE AGGREGATE COMMITMENTS SHALL BE APPLIED TO THE
COMMITMENT OF EACH LENDER ACCORDING TO ITS APPLICABLE PERCENTAGE. ALL FEES
ACCRUED UNTIL THE EFFECTIVE DATE OF ANY TERMINATION OF THE AGGREGATE COMMITMENTS
SHALL BE PAID ON THE EFFECTIVE DATE OF SUCH TERMINATION.

        H. REPAYMENT OF LOANS.

        1. THE COMPANY SHALL REPAY TO THE LENDERS ON THE MATURITY DATE THE
AGGREGATE PRINCIPAL AMOUNT OF COMMITTED LOANS OUTSTANDING ON SUCH DATE.

        2. THE COMPANY SHALL REPAY EACH BID LOAN ON THE LAST DAY OF THE INTEREST
PERIOD IN RESPECT THEREOF.

        3. THE COMPANY SHALL REPAY EACH SWING LINE LOAN ON THE EARLIER TO OCCUR
OF (I) THE DATE TEN BUSINESS DAYS AFTER SUCH LOAN IS MADE AND (II) THE MATURITY
DATE.

        I. INTEREST.

        1. SUBJECT TO THE PROVISIONS OF SUBSECTION (B) BELOW, (I) EACH
EUROCURRENCY RATE COMMITTED LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF FOR EACH INTEREST PERIOD AT A RATE PER ANNUM EQUAL TO
THE EUROCURRENCY RATE FOR SUCH INTEREST PERIOD PLUS THE APPLICABLE RATE PLUS (IN
THE CASE OF A EUROCURRENCY RATE LOAN OF ANY LENDER WHICH IS LENT FROM A LENDING
OFFICE IN THE UNITED KINGDOM OR A PARTICIPATING MEMBER STATE) THE MANDATORY
COST; (II) EACH BASE RATE COMMITTED LOAN SHALL BEAR INTEREST ON THE OUTSTANDING
PRINCIPAL AMOUNT THEREOF FROM THE APPLICABLE BORROWING DATE AT A RATE PER ANNUM
EQUAL TO THE BASE RATE PLUS THE APPLICABLE RATE; (III) EACH BID LOAN SHALL BEAR
INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF FOR THE INTEREST PERIOD
THEREFOR AT A RATE PER ANNUM EQUAL TO THE EUROCURRENCY RATE FOR SUCH INTEREST
PERIOD PLUS (OR MINUS) THE EUROCURRENCY BID MARGIN, OR AT THE ABSOLUTE RATE FOR
SUCH INTEREST PERIOD, AS THE CASE MAY BE; AND (IV) EACH SWING LINE LOAN SHALL
BEAR INTEREST ON THE OUTSTANDING PRINCIPAL AMOUNT THEREOF FROM THE APPLICABLE
BORROWING DATE AT A RATE PER ANNUM EQUAL TO, AT THE COMPANY'S OPTION, (X) THE
BASE RATE PLUS THE APPLICABLE RATE OR (Y) SUCH OTHER RATE MUTUALLY AGREED TO BY
THE COMPANY AND THE SWING LINE LENDER AT THE TIME OF THE BORROWING OF SUCH SWING
LINE LOAN.

        2. a. IF ANY AMOUNT OF PRINCIPAL OF ANY LOAN IS NOT PAID WHEN DUE
(WITHOUT REGARD TO ANY APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY
ACCELERATION OR OTHERWISE, SUCH AMOUNT SHALL THEREAFTER BEAR INTEREST AT A
FLUCTUATING INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

                IF ANY AMOUNT (OTHER THAN PRINCIPAL OF ANY LOAN) PAYABLE BY THE
        COMPANY UNDER ANY LOAN DOCUMENT IS NOT PAID WHEN DUE (WITHOUT REGARD TO
        ANY APPLICABLE GRACE PERIODS), WHETHER AT STATED MATURITY, BY
        ACCELERATION OR OTHERWISE, THEN UPON THE REQUEST OF THE REQUIRED
        LENDERS, SUCH AMOUNT SHALL THEREAFTER BEAR INTEREST AT A FLUCTUATING
        INTEREST RATE PER ANNUM AT ALL TIMES EQUAL TO THE DEFAULT RATE TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAWS.

                ACCRUED AND UNPAID INTEREST ON PAST DUE AMOUNTS (INCLUDING
        INTEREST ON PAST DUE INTEREST) SHALL BE DUE AND PAYABLE UPON DEMAND.

                                       39
<PAGE>

        3. INTEREST ON EACH LOAN SHALL BE DUE AND PAYABLE IN ARREARS ON EACH
INTEREST PAYMENT DATE APPLICABLE THERETO AND AT SUCH OTHER TIMES AS MAY BE
SPECIFIED HEREIN. INTEREST HEREUNDER SHALL BE DUE AND PAYABLE IN ACCORDANCE WITH
THE TERMS HEREOF BEFORE AND AFTER JUDGMENT, AND BEFORE AND AFTER THE
COMMENCEMENT OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW.

        J. FEES. IN ADDITION TO CERTAIN FEES DESCRIBED IN SECTIONS 2.04(I) AND
(J):

        1. FACILITY FEE. THE COMPANY SHALL PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS APPLICABLE PERCENTAGE, A
FACILITY FEE IN DOLLARS EQUAL TO THE APPLICABLE RATE TIMES THE ACTUAL DAILY
AMOUNT OF THE AGGREGATE COMMITMENTS (OR, IF THE AGGREGATE COMMITMENTS HAVE
TERMINATED, ON THE OUTSTANDING AMOUNT OF ALL COMMITTED LOANS, SWING LINE LOANS
AND L/C OBLIGATIONS), REGARDLESS OF USAGE. THE FACILITY FEE SHALL ACCRUE AT ALL
TIMES DURING THE AVAILABILITY PERIOD (AND THEREAFTER SO LONG AS ANY COMMITTED
LOANS, SWING LINE LOANS OR L/C OBLIGATIONS REMAIN OUTSTANDING), INCLUDING AT ANY
TIME DURING WHICH ONE OR MORE OF THE CONDITIONS IN ARTICLE IV IS NOT MET, AND
SHALL BE DUE AND PAYABLE QUARTERLY IN ARREARS ON THE LAST BUSINESS DAY OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO
OCCUR AFTER THE CLOSING DATE, AND ON THE MATURITY DATE (AND, IF APPLICABLE,
THEREAFTER ON DEMAND). THE FACILITY FEE SHALL BE CALCULATED QUARTERLY IN
ARREARS, AND IF THERE IS ANY CHANGE IN THE APPLICABLE RATE DURING ANY QUARTER,
THE ACTUAL DAILY AMOUNT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE
SEPARATELY FOR EACH PERIOD DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN
EFFECT.

        2. OTHER FEES. THE COMPANY SHALL PAY TO THE ARRANGERS AND THE
ADMINISTRATIVE AGENT, IN DOLLARS, FEES IN THE AMOUNTS AND AT THE TIMES SPECIFIED
IN THE FEE LETTER, WHICH FEES SHALL BE FOR THE RESPECTIVE ACCOUNTS OF THE
ADMINISTRATIVE AGENT, ARRANGERS AND THE LENDERS AS SPECIFIED IN THE FEE LETTER.
SUCH FEES SHALL BE FULLY EARNED WHEN PAID AND SHALL NOT BE REFUNDABLE FOR ANY
REASON WHATSOEVER.

        K. COMPUTATION OF INTEREST AND FEES. ALL COMPUTATIONS OF INTEREST FOR
BASE RATE LOANS WHEN THE BASE RATE IS DETERMINED BY BANK OF AMERICA'S "PRIME
RATE" SHALL BE MADE ON THE BASIS OF A YEAR OF 365 OR 366 DAYS, AS THE CASE MAY
BE, AND ACTUAL DAYS ELAPSED. ALL OTHER COMPUTATIONS OF FEES AND INTEREST SHALL
BE MADE ON THE BASIS OF A 360-DAY YEAR AND ACTUAL DAYS ELAPSED (WHICH RESULTS IN
MORE FEES OR INTEREST, AS APPLICABLE, BEING PAID THAN IF COMPUTED ON THE BASIS
OF A 365-DAY YEAR), OR, IN THE CASE OF INTEREST IN RESPECT OF COMMITTED LOANS
DENOMINATED IN ALTERNATIVE CURRENCIES AS TO WHICH MARKET PRACTICE DIFFERS FROM
THE FOREGOING, IN ACCORDANCE WITH SUCH MARKET PRACTICE. INTEREST SHALL ACCRUE ON
EACH LOAN FOR THE DAY ON WHICH THE LOAN IS MADE, AND SHALL NOT ACCRUE ON A LOAN,
OR ANY PORTION THEREOF, FOR THE DAY ON WHICH THE LOAN OR SUCH PORTION IS PAID,
PROVIDED THAT ANY LOAN THAT IS REPAID ON THE SAME DAY ON WHICH IT IS MADE SHALL,
SUBJECT TO SECTION 2.13(A), BEAR INTEREST FOR ONE DAY. EACH DETERMINATION BY THE
ADMINISTRATIVE AGENT OF AN INTEREST RATE OR FEE HEREUNDER SHALL BE CONCLUSIVE
AND BINDING FOR ALL PURPOSES, ABSENT MANIFEST ERROR.

        L. EVIDENCE OF DEBT.

        1. THE CREDIT EXTENSIONS MADE BY EACH LENDER SHALL BE EVIDENCED BY ONE
OR MORE ACCOUNTS OR RECORDS MAINTAINED BY SUCH LENDER AND BY THE ADMINISTRATIVE
AGENT IN THE ORDINARY COURSE OF BUSINESS. THE ACCOUNTS OR RECORDS MAINTAINED BY
THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL BE CONCLUSIVE ABSENT MANIFEST
ERROR OF THE AMOUNT OF THE CREDIT EXTENSIONS MADE BY THE LENDERS TO THE COMPANY
AND THE INTEREST AND PAYMENTS THEREON. ANY FAILURE TO SO RECORD OR ANY ERROR IN
DOING SO SHALL NOT, HOWEVER, LIMIT OR OTHERWISE AFFECT THE OBLIGATION OF THE
COMPANY HEREUNDER TO PAY ANY AMOUNT OWING WITH RESPECT TO THE OBLIGATIONS. IN
THE EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY ANY
LENDER AND THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT IN RESPECT OF
SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT SHALL CONTROL
IN THE ABSENCE OF MANIFEST ERROR. UPON THE REQUEST OF ANY LENDER MADE THROUGH
THE ADMINISTRATIVE AGENT, THE COMPANY SHALL EXECUTE AND DELIVER TO SUCH

                                       40
<PAGE>

LENDER (THROUGH THE ADMINISTRATIVE AGENT) A NOTE, WHICH SHALL EVIDENCE SUCH
LENDER'S LOANS IN ADDITION TO SUCH ACCOUNTS OR RECORDS. EACH LENDER MAY ATTACH
SCHEDULES TO ITS NOTE AND ENDORSE THEREON THE DATE, TYPE (IF APPLICABLE), AMOUNT
AND MATURITY OF ITS LOANS AND PAYMENTS WITH RESPECT THERETO.

        2. IN ADDITION TO THE ACCOUNTS AND RECORDS REFERRED TO IN SUBSECTION
(A), EACH LENDER AND THE ADMINISTRATIVE AGENT SHALL MAINTAIN IN ACCORDANCE WITH
ITS USUAL PRACTICE ACCOUNTS OR RECORDS EVIDENCING THE PURCHASES AND SALES BY
SUCH LENDER OF PARTICIPATIONS IN LETTERS OF CREDIT AND SWING LINE LOANS. IN THE
EVENT OF ANY CONFLICT BETWEEN THE ACCOUNTS AND RECORDS MAINTAINED BY THE
ADMINISTRATIVE AGENT AND THE ACCOUNTS AND RECORDS OF ANY LENDER IN RESPECT OF
SUCH MATTERS, THE ACCOUNTS AND RECORDS OF THE ADMINISTRATIVE AGENT SHALL CONTROL
IN THE ABSENCE OF MANIFEST ERROR.

        M. PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

        1. GENERAL. ALL PAYMENTS TO BE MADE BY THE COMPANY SHALL BE MADE WITHOUT
CONDITION OR DEDUCTION FOR ANY COUNTERCLAIM, DEFENSE, RECOUPMENT OR SETOFF.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND EXCEPT WITH RESPECT TO
PRINCIPAL OF AND INTEREST ON LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY, ALL
PAYMENTS BY THE COMPANY HEREUNDER SHALL BE MADE TO THE ADMINISTRATIVE AGENT, FOR
THE ACCOUNT OF THE RESPECTIVE LENDERS TO WHICH SUCH PAYMENT IS OWED, AT THE
APPLICABLE ADMINISTRATIVE AGENT'S OFFICE IN DOLLARS AND IN SAME DAY FUNDS NOT
LATER THAN 1:00 P.M. ON THE DATE SPECIFIED HEREIN. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL PAYMENTS BY THE COMPANY HEREUNDER WITH RESPECT TO PRINCIPAL
AND INTEREST ON LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY SHALL BE MADE TO
THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE RESPECTIVE LENDERS TO WHICH
SUCH PAYMENT IS OWED, AT THE APPLICABLE ADMINISTRATIVE AGENT'S OFFICE IN SUCH
ALTERNATIVE CURRENCY AND IN SAME DAY FUNDS NOT LATER THAN THE APPLICABLE TIME
SPECIFIED BY THE ADMINISTRATIVE AGENT ON THE DATES SPECIFIED HEREIN. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE AGENT MAY REQUIRE
THAT ANY PAYMENTS DUE UNDER THIS AGREEMENT BE MADE IN THE UNITED STATES. IF, FOR
ANY REASON, THE COMPANY IS PROHIBITED BY ANY LAW FROM MAKING ANY REQUIRED
PAYMENT HEREUNDER IN AN ALTERNATIVE CURRENCY, THE COMPANY SHALL MAKE SUCH
PAYMENT IN DOLLARS IN THE DOLLAR EQUIVALENT OF THE ALTERNATIVE CURRENCY PAYMENT
AMOUNT. THE ADMINISTRATIVE AGENT WILL PROMPTLY DISTRIBUTE TO EACH LENDER ITS
APPLICABLE PERCENTAGE (OR OTHER APPLICABLE SHARE AS PROVIDED HEREIN) OF SUCH
PAYMENT IN LIKE FUNDS AS RECEIVED BY WIRE TRANSFER TO SUCH LENDER'S LENDING
OFFICE. ALL PAYMENTS RECEIVED BY THE ADMINISTRATIVE AGENT (I) AFTER 1:00 P.M.,
IN THE CASE OF PAYMENTS IN DOLLARS, OR (II) AFTER THE APPLICABLE TIME SPECIFIED
BY THE ADMINISTRATIVE AGENT IN THE CASE OF PAYMENTS IN AN ALTERNATIVE CURRENCY,
SHALL IN EACH CASE BE DEEMED RECEIVED ON THE NEXT SUCCEEDING BUSINESS DAY AND
ANY APPLICABLE INTEREST OR FEE SHALL CONTINUE TO ACCRUE. IF ANY PAYMENT TO BE
MADE BY THE COMPANY SHALL COME DUE ON A DAY OTHER THAN A BUSINESS DAY, PAYMENT
SHALL BE MADE ON THE NEXT FOLLOWING BUSINESS DAY, AND SUCH EXTENSION OF TIME
SHALL BE REFLECTED IN COMPUTING INTEREST OR FEES, AS THE CASE MAY BE.

        2. a. FUNDING BY LENDERS; PRESUMPTION BY ADMINISTRATIVE AGENT. UNLESS
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM A LENDER PRIOR TO THE
PROPOSED DATE OF ANY COMMITTED BORROWING THAT SUCH LENDER WILL NOT MAKE
AVAILABLE TO THE ADMINISTRATIVE AGENT SUCH LENDER'S SHARE OF SUCH COMMITTED
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 COMPANY A CORRESPONDING
AMOUNT. IN SUCH EVENT, IF A LENDER HAS NOT IN FACT MADE ITS SHARE OF THE
APPLICABLE COMMITTED BORROWING AVAILABLE TO THE ADMINISTRATIVE AGENT, THEN THE
APPLICABLE LENDER AND THE COMPANY SEVERALLY AGREE TO PAY TO THE ADMINISTRATIVE
AGENT FORTHWITH ON DEMAND SUCH CORRESPONDING AMOUNT IN SAME DAY FUNDS WITH
INTEREST THEREON, FOR EACH DAY FROM AND INCLUDING THE DATE SUCH AMOUNT IS MADE
AVAILABLE TO THE COMPANY 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 OVERNIGHT RATE AND (B) IN THE CASE OF A PAYMENT TO BE MADE BY THE COMPANY,
THE INTEREST RATE APPLICABLE TO BASE RATE LOANS. IF THE COMPANY AND SUCH LENDER
SHALL PAY SUCH INTEREST TO THE ADMINISTRATIVE AGENT FOR

                                       41
<PAGE>

THE SAME OR AN OVERLAPPING PERIOD, THE ADMINISTRATIVE AGENT SHALL PROMPTLY REMIT
TO THE COMPANY THE AMOUNT OF SUCH INTEREST PAID BY THE COMPANY FOR SUCH PERIOD.
IF SUCH LENDER PAYS ITS SHARE OF THE APPLICABLE COMMITTED BORROWING TO THE
ADMINISTRATIVE AGENT, THEN THE AMOUNT SO PAID SHALL CONSTITUTE SUCH LENDER'S
COMMITTED LOAN INCLUDED IN SUCH COMMITTED BORROWING. ANY PAYMENT BY THE COMPANY
SHALL BE WITHOUT PREJUDICE TO ANY CLAIM THE COMPANY MAY HAVE AGAINST A LENDER
THAT SHALL HAVE FAILED TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE AGENT.

                PAYMENTS BY COMPANY; PRESUMPTIONS BY ADMINISTRATIVE AGENT.
        UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED NOTICE FROM THE
        COMPANY PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO THE
        ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE LENDERS OR THE L/C ISSUER
        HEREUNDER THAT THE COMPANY WILL NOT MAKE SUCH PAYMENT, THE
        ADMINISTRATIVE AGENT MAY ASSUME THAT THE COMPANY HAS MADE SUCH PAYMENT
        ON SUCH DATE IN ACCORDANCE HEREWITH AND MAY, IN RELIANCE UPON SUCH
        ASSUMPTION, DISTRIBUTE TO THE LENDERS OR THE L/C ISSUER, AS THE CASE MAY
        BE, THE AMOUNT DUE. IN SUCH EVENT, IF THE COMPANY HAS NOT IN FACT MADE
        SUCH PAYMENT, THEN EACH OF THE LENDERS OR THE L/C ISSUER, AS THE CASE
        MAY BE, SEVERALLY AGREES TO REPAY TO THE ADMINISTRATIVE AGENT FORTHWITH
        ON DEMAND THE AMOUNT SO DISTRIBUTED TO SUCH LENDER OR THE L/C ISSUER, IN
        SAME DAY 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 OVERNIGHT RATE.

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

        3. FAILURE TO SATISFY CONDITIONS PRECEDENT. IF ANY LENDER MAKES
AVAILABLE TO THE ADMINISTRATIVE AGENT FUNDS FOR ANY LOAN TO BE MADE BY SUCH
LENDER AS PROVIDED IN THE FOREGOING PROVISIONS OF THIS ARTICLE II, AND SUCH
FUNDS ARE NOT MADE AVAILABLE TO THE COMPANY BY THE ADMINISTRATIVE AGENT BECAUSE
THE CONDITIONS TO THE APPLICABLE CREDIT EXTENSION SET FORTH IN ARTICLE IV ARE
NOT SATISFIED OR WAIVED IN ACCORDANCE WITH THE TERMS HEREOF, THE ADMINISTRATIVE
AGENT SHALL RETURN SUCH FUNDS (IN LIKE FUNDS AS RECEIVED FROM SUCH LENDER) TO
SUCH LENDER, WITHOUT INTEREST.

        4. OBLIGATIONS OF LENDERS SEVERAL. THE OBLIGATIONS OF THE LENDERS
HEREUNDER TO MAKE COMMITTED LOANS, TO FUND PARTICIPATIONS IN LETTERS OF CREDIT
AND SWING LINE LOANS AND TO MAKE PAYMENTS PURSUANT TO SECTION 10.04(C) ARE
SEVERAL AND NOT JOINT. THE FAILURE OF ANY LENDER TO MAKE ANY COMMITTED LOAN, TO
FUND ANY SUCH PARTICIPATION OR TO MAKE ANY PAYMENT UNDER SECTION 10.04(C) ON ANY
DATE REQUIRED HEREUNDER SHALL NOT RELIEVE ANY OTHER LENDER OF ITS CORRESPONDING
OBLIGATION TO DO SO ON SUCH DATE, AND NO LENDER SHALL BE RESPONSIBLE FOR THE
FAILURE OF ANY OTHER LENDER TO SO MAKE ITS COMMITTED LOAN, TO PURCHASE ITS
PARTICIPATION OR TO MAKE ITS PAYMENT UNDER SECTION 10.04(C).

        5. FUNDING SOURCE. NOTHING HEREIN SHALL BE DEEMED TO OBLIGATE ANY LENDER
TO OBTAIN THE FUNDS FOR ANY LOAN IN ANY PARTICULAR PLACE OR MANNER OR TO
CONSTITUTE A REPRESENTATION BY ANY LENDER THAT IT HAS OBTAINED OR WILL OBTAIN
THE FUNDS FOR ANY LOAN IN ANY PARTICULAR PLACE OR MANNER.

        N. SHARING OF PAYMENTS BY LENDERS. IF ANY LENDER SHALL, BY EXERCISING
ANY RIGHT OF SETOFF OR COUNTERCLAIM OR OTHERWISE, OBTAIN PAYMENT IN RESPECT OF
ANY PRINCIPAL OF OR INTEREST ON ANY OF THE COMMITTED LOANS MADE BY IT, OR THE
PARTICIPATIONS IN L/C OBLIGATIONS OR IN SWING LINE LOANS HELD BY IT RESULTING IN
SUCH LENDER'S RECEIVING PAYMENT OF A PROPORTION OF THE AGGREGATE AMOUNT OF SUCH
COMMITTED LOANS OR PARTICIPATIONS AND ACCRUED INTEREST THEREON GREATER THAN ITS
PRO RATA SHARE THEREOF AS PROVIDED HEREIN, THEN THE LENDER RECEIVING SUCH
GREATER PROPORTION SHALL (A) NOTIFY THE ADMINISTRATIVE AGENT OF SUCH FACT, AND
(B) PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN THE COMMITTED LOANS AND
SUBPARTICIPATIONS IN L/C OBLIGATIONS AND SWING LINE LOANS OF THE OTHER LENDERS,
OR MAKE SUCH OTHER ADJUSTMENTS AS SHALL BE EQUITABLE, SO THAT THE BENEFIT OF ALL
SUCH PAYMENTS SHALL BE SHARED BY THE LENDERS RATABLY IN

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ACCORDANCE WITH THE AGGREGATE AMOUNT OF PRINCIPAL OF AND ACCRUED INTEREST ON
THEIR RESPECTIVE COMMITTED LOANS AND OTHER AMOUNTS OWING THEM, PROVIDED THAT:

                IF ANY SUCH PARTICIPATIONS OR SUBPARTICIPATIONS ARE PURCHASED
        AND ALL OR ANY PORTION OF THE PAYMENT GIVING RISE THERETO IS RECOVERED,
        SUCH PARTICIPATIONS OR SUBPARTICIPATIONS SHALL BE RESCINDED AND THE
        PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH RECOVERY, WITHOUT
        INTEREST; AND

                THE PROVISIONS OF THIS SECTION SHALL NOT BE CONSTRUED TO APPLY
        TO (X) ANY PAYMENT MADE BY THE COMPANY PURSUANT TO AND IN ACCORDANCE
        WITH THE EXPRESS TERMS OF THIS AGREEMENT OR (Y) ANY PAYMENT OBTAINED BY
        A LENDER AS CONSIDERATION FOR THE ASSIGNMENT OF OR SALE OF A
        PARTICIPATION IN ANY OF ITS COMMITTED LOANS OR SUBPARTICIPATIONS IN L/C
        OBLIGATIONS OR SWING LINE LOANS TO ANY ASSIGNEE OR PARTICIPANT, OTHER
        THAN TO THE COMPANY OR ANY SUBSIDIARY THEREOF (AS TO WHICH THE
        PROVISIONS OF THIS SECTION SHALL APPLY).

        The Company consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Company rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of the Company in the amount of
such participation.

        O. INCREASE IN COMMITMENTS.

        1. REQUEST FOR INCREASE. PROVIDED THERE EXISTS NO DEFAULT, UPON NOTICE
TO THE ADMINISTRATIVE AGENT (WHICH SHALL PROMPTLY NOTIFY THE LENDERS), THE
COMPANY MAY FROM TIME TO TIME REQUEST AN INCREASE IN THE AGGREGATE COMMITMENTS
BY AN AMOUNT (FOR ALL SUCH REQUESTS) NOT EXCEEDING $150,000,000; PROVIDED THAT
ANY SUCH REQUEST FOR AN INCREASE SHALL BE IN A MINIMUM AMOUNT OF $50,000,000. AT
THE TIME OF SENDING SUCH NOTICE, THE COMPANY (IN CONSULTATION WITH THE
ADMINISTRATIVE AGENT) SHALL SPECIFY THE TIME PERIOD WITHIN WHICH EACH LENDER IS
REQUESTED TO RESPOND (WHICH SHALL IN NO EVENT BE LESS THAN TEN BUSINESS DAYS
FROM THE DATE OF DELIVERY OF SUCH NOTICE TO THE LENDERS).

        2. LENDER ELECTIONS TO INCREASE. EACH LENDER SHALL NOTIFY THE
ADMINISTRATIVE AGENT WITHIN SUCH TIME PERIOD WHETHER OR NOT IT AGREES TO
INCREASE ITS COMMITMENT AND, IF SO, WHETHER BY AN AMOUNT EQUAL TO, GREATER THAN,
OR LESS THAN ITS APPLICABLE PERCENTAGE OF SUCH REQUESTED INCREASE. ANY LENDER
NOT RESPONDING WITHIN SUCH TIME PERIOD SHALL BE DEEMED TO HAVE DECLINED TO
INCREASE ITS COMMITMENT.

        3. NOTIFICATION BY ADMINISTRATIVE AGENT; ADDITIONAL LENDERS. THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY AND EACH LENDER OF THE LENDERS'
RESPONSES TO EACH REQUEST MADE HEREUNDER. IF THE LENDERS DO NOT AGREE TO THE
FULL AMOUNT OF A REQUESTED INCREASE, SUBJECT TO THE APPROVAL OF THE
ADMINISTRATIVE AGENT AND THE L/C ISSUER (WHICH APPROVALS SHALL NOT BE
UNREASONABLY WITHHELD), THE COMPANY MAY ALSO INVITE ADDITIONAL ELIGIBLE
ASSIGNEES TO BECOME LENDERS PURSUANT TO A JOINDER AGREEMENT IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL.

        4. EFFECTIVE DATE AND ALLOCATIONS. IF THE AGGREGATE COMMITMENTS ARE
INCREASED IN ACCORDANCE WITH THIS SECTION, THE ADMINISTRATIVE AGENT AND THE
COMPANY SHALL DETERMINE THE EFFECTIVE DATE (THE "INCREASE EFFECTIVE DATE") AND
THE FINAL ALLOCATION OF SUCH INCREASE. THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY THE COMPANY AND THE LENDERS OF THE FINAL ALLOCATION OF SUCH INCREASE AND
THE INCREASE EFFECTIVE DATE.

        5. CONDITIONS TO EFFECTIVENESS OF INCREASE. AS A CONDITION PRECEDENT TO
SUCH INCREASE, THE COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT A
CERTIFICATE DATED AS OF THE INCREASE EFFECTIVE DATE (IN SUFFICIENT COPIES FOR
EACH LENDER) SIGNED BY A RESPONSIBLE OFFICER OF

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<PAGE>

THE COMPANY (I) CERTIFYING AND ATTACHING THE RESOLUTIONS ADOPTED BY THE COMPANY
APPROVING OR CONSENTING TO SUCH INCREASE, AND (II) CERTIFYING THAT, BEFORE AND
AFTER GIVING EFFECT TO SUCH INCREASE, (A) THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT ON AND
AS OF THE INCREASE EFFECTIVE DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY ARE TRUE AND CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR
PURPOSES OF THIS SECTION 2.15, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 5.11(A) SHALL BE DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED
PURSUANT TO SECTIONS 6.01(A) AND 6.01(B), AND (B) NO DEFAULT EXISTS. THE COMPANY
SHALL PREPAY ANY COMMITTED LOANS OUTSTANDING ON THE INCREASE EFFECTIVE DATE (AND
PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05) TO THE EXTENT
NECESSARY TO KEEP THE OUTSTANDING COMMITTED LOANS RATABLE WITH ANY REVISED
APPLICABLE PERCENTAGES ARISING FROM ANY NONRATABLE INCREASE IN THE COMMITMENTS
UNDER THIS SECTION.

        6. CONFLICTING PROVISIONS. THIS SECTION SHALL SUPERSEDE ANY PROVISIONS
IN SECTIONS 2.14 OR 10.01 TO THE CONTRARY.

        P. EXTENSION OF MATURITY DATE.

        1. REQUESTS FOR EXTENSION. THE COMPANY MAY, BY NOTICE TO THE
ADMINISTRATIVE AGENT (WHO SHALL PROMPTLY NOTIFY THE LENDERS) NOT EARLIER THAN 60
DAYS PRIOR TO EITHER (BUT NOT BOTH) OF THE SECOND OR THIRD ANNIVERSARY OF THE
RESTATEMENT DATE (THE "APPLICABLE ANNIVERSARY DATE") AND NOT LATER THAN 50 DAYS
PRIOR TO THE APPLICABLE ANNIVERSARY DATE, REQUEST THAT EACH LENDER EXTEND SUCH
LENDER'S MATURITY DATE FOR ONE YEAR.

        2. LENDER ELECTIONS TO EXTEND. EACH LENDER, ACTING IN ITS SOLE AND
INDIVIDUAL DISCRETION, SHALL, BY NOTICE TO THE ADMINISTRATIVE AGENT GIVEN NOT
EARLIER THAN 30 DAYS PRIOR TO THE APPLICABLE ANNIVERSARY DATE AND NOT LATER THAN
THE DATE (THE "NOTICE DATE") THAT IS 20 DAYS PRIOR TO THE APPLICABLE ANNIVERSARY
DATE, ADVISE THE ADMINISTRATIVE AGENT WHETHER OR NOT SUCH LENDER AGREES TO SUCH
EXTENSION (AND EACH LENDER THAT DETERMINES NOT TO SO EXTEND ITS MATURITY DATE (A
"NON-EXTENDING LENDER") SHALL NOTIFY THE ADMINISTRATIVE AGENT OF SUCH FACT
PROMPTLY AFTER SUCH DETERMINATION (BUT IN ANY EVENT NO LATER THAN THE NOTICE
DATE) AND ANY LENDER THAT DOES NOT SO ADVISE THE ADMINISTRATIVE AGENT ON OR
BEFORE THE NOTICE DATE SHALL BE DEEMED TO BE A NON-EXTENDING LENDER. THE
ELECTION OF ANY LENDER TO AGREE TO SUCH EXTENSION SHALL NOT OBLIGATE ANY OTHER
LENDER TO SO AGREE.

        3. NOTIFICATION BY ADMINISTRATIVE AGENT. THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE COMPANY OF EACH LENDER'S DETERMINATION UNDER THIS SECTION NO LATER
THAN THE DATE 15 DAYS PRIOR TO THE APPLICABLE ANNIVERSARY DATE (OR, IF SUCH DATE
IS NOT A BUSINESS DAY, ON THE NEXT PRECEDING BUSINESS DAY).

        4. ADDITIONAL COMMITMENT LENDERS. THE COMPANY SHALL HAVE THE RIGHT ON OR
BEFORE THE APPLICABLE ANNIVERSARY DATE TO REPLACE EACH NON-EXTENDING LENDER
WITH, AND ADD AS "LENDERS" UNDER THIS AGREEMENT IN PLACE THEREOF, ONE OR MORE
ELIGIBLE ASSIGNEES (EACH, AN "ADDITIONAL COMMITMENT LENDER") IN ACCORDANCE WITH
THE PROCEDURES PROVIDED IN SECTION 10.13, EACH OF WHICH ADDITIONAL COMMITMENT
LENDERS SHALL HAVE ENTERED INTO AN ASSIGNMENT AND ASSUMPTION PURSUANT TO WHICH
SUCH ADDITIONAL COMMITMENT LENDER SHALL, EFFECTIVE AS OF THE APPLICABLE
ANNIVERSARY DATE, UNDERTAKE A COMMITMENT (AND, IF ANY SUCH ADDITIONAL COMMITMENT
LENDER IS ALREADY A LENDER, ITS COMMITMENT SHALL BE IN ADDITION TO SUCH LENDER'S
COMMITMENT HEREUNDER ON SUCH DATE).

        5. MINIMUM EXTENSION REQUIREMENT. IF (AND ONLY IF) THE TOTAL OF THE
COMMITMENTS OF THE LENDERS THAT HAVE AGREED SO TO EXTEND THEIR MATURITY DATE AND
THE ADDITIONAL COMMITMENTS OF THE ADDITIONAL COMMITMENT LENDERS SHALL BE MORE
THAN 50% OF THE AGGREGATE AMOUNT OF THE COMMITMENTS IN EFFECT IMMEDIATELY PRIOR
TO THE NOTICE DATE, THEN, EFFECTIVE AS OF THE APPLICABLE ANNIVERSARY DATE, THE
MATURITY DATE OF EACH EXTENDING LENDER AND OF EACH ADDITIONAL COMMITMENT LENDER
SHALL BE EXTENDED TO THE DATE FALLING ONE YEAR AFTER THE

                                       44
<PAGE>

MATURITY DATE (EXCEPT THAT, IF SUCH DATE IS NOT A BUSINESS DAY, SUCH MATURITY
DATE AS SO EXTENDED SHALL BE THE NEXT PRECEDING BUSINESS DAY) AND EACH
ADDITIONAL COMMITMENT LENDER SHALL THEREUPON BECOME A "LENDER" FOR ALL PURPOSES
OF THIS AGREEMENT.

        6. CONDITIONS TO EFFECTIVENESS OF EXTENSIONS. NOTWITHSTANDING THE
FOREGOING, THE EXTENSION OF THE MATURITY DATE PURSUANT TO THIS SECTION SHALL NOT
BE EFFECTIVE WITH RESPECT TO ANY LENDER UNLESS:

                NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING ON THE DATE OF
        SUCH EXTENSION AND AFTER GIVING EFFECT THERETO;

                THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT
        ARE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH EXTENSION AND AFTER
        GIVING EFFECT THERETO, AS THOUGH MADE ON AND AS OF SUCH DATE (OR, IF ANY
        SUCH REPRESENTATION OR WARRANTY IS EXPRESSLY STATED TO HAVE BEEN MADE AS
        OF A SPECIFIC DATE, AS OF SUCH SPECIFIC DATE); AND

                THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A CERTIFICATE FROM
        THE COMPANY SIGNED BY A RESPONSIBLE OFFICER ON BEHALF OF THE COMPANY
        CERTIFYING THE ACCURACY OF THE FOREGOING CLAUSES (I) AND (II).

        7. MATURITY DATE FOR NON-EXTENDING LENDERS. ON THE MATURITY DATE OF EACH
NON-EXTENDING LENDER, THE COMPANY SHALL PREPAY ANY COMMITTED LOANS OUTSTANDING
ON SUCH DATE (AND PAY ANY ADDITIONAL AMOUNTS REQUIRED PURSUANT TO SECTION 3.05)
TO THE EXTENT NECESSARY TO KEEP OUTSTANDING COMMITTED LOANS RATABLE WITH ANY
REVISED APPLICABLE PERCENTAGES OF THE RESPECTIVE LENDERS EFFECTIVE AS OF SUCH
DATE.

        8. CONFLICTING PROVISIONS. THIS SECTION SHALL SUPERSEDE ANY PROVISIONS
IN SECTION 2.14 OR 10.01 TO THE CONTRARY.

        Q. NO ADVISORY OR FIDUCIARY RESPONSIBILITY. IN CONNECTION WITH ALL
ASPECTS OF EACH TRANSACTION CONTEMPLATED HEREBY (INCLUDING IN CONNECTION WITH
ANY AMENDMENT, WAIVER OR OTHER MODIFICATION HEREOF OR OF ANY OTHER LOAN
DOCUMENT), THE COMPANY ACKNOWLEDGES AND AGREES THAT: (I) (A) THE ARRANGING AND
OTHER SERVICES REGARDING THIS AGREEMENT PROVIDED BY THE ADMINISTRATIVE AGENT AND
THE ARRANGERS, ARE ARM'S-LENGTH COMMERCIAL TRANSACTIONS BETWEEN THE COMPANY AND
ITS AFFILIATES, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE ARRANGERS,
ON THE OTHER HAND, (B) THE COMPANY HAS CONSULTED ITS OWN LEGAL, ACCOUNTING,
REGULATORY AND TAX ADVISORS TO THE EXTENT IT HAS DEEMED APPROPRIATE, AND (C) THE
COMPANY IS CAPABLE OF EVALUATING, AND UNDERSTANDS AND ACCEPTS, THE TERMS, RISKS
AND CONDITIONS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN
DOCUMENTS; (II) (A) THE ADMINISTRATIVE AGENT AND THE ARRANGERS EACH IS AND HAS
BEEN ACTING SOLELY AS A PRINCIPAL AND, EXCEPT AS EXPRESSLY AGREED IN WRITING BY
THE RELEVANT PARTIES, HAS NOT BEEN, IS NOT, AND WILL NOT BE ACTING AS AN
ADVISOR, AGENT OR FIDUCIARY FOR THE COMPANY OR ANY OF ITS AFFILIATES, OR ANY
OTHER PERSON AND (B) NEITHER THE ADMINISTRATIVE AGENT NOR ANY ARRANGER HAS ANY
OBLIGATION TO THE COMPANY OR ANY OF ITS AFFILIATES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY EXCEPT THOSE OBLIGATIONS EXPRESSLY SET FORTH
HEREIN AND IN THE OTHER LOAN DOCUMENTS; AND (III) THE ADMINISTRATIVE AGENT AND
THE ARRANGERS AND THEIR RESPECTIVE AFFILIATES MAY BE ENGAGED IN A BROAD RANGE OF
TRANSACTIONS THAT INVOLVE INTERESTS THAT DIFFER FROM THOSE OF THE COMPANY AND
ITS AFFILIATES, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY ARRANGER HAS ANY
OBLIGATION TO DISCLOSE ANY OF SUCH INTERESTS TO THE COMPANY OR ITS AFFILIATES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY HEREBY WAIVES AND RELEASES
ANY CLAIMS THAT IT MAY HAVE AGAINST THE ADMINISTRATIVE AGENT AND THE ARRANGERS
WITH RESPECT TO ANY BREACH OR ALLEGED BREACH OF AGENCY OR FIDUCIARY DUTY IN
CONNECTION WITH ANY ASPECT OF ANY TRANSACTION CONTEMPLATED HEREBY, PROVIDED THAT
THE FOREGOING SHALL NOT BE CONSTRUED AS A RELEASE OF ANY OBLIGATIONS THAT ARE
EXPRESSLY STATED TO BE DUTIES HEREUNDER.

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<PAGE>

                   III. TAXES, YIELD PROTECTION AND ILLEGALITY

        A. TAXES.

        1. PAYMENTS FREE OF TAXES. ANY AND ALL PAYMENTS BY OR ON ACCOUNT OF ANY
OBLIGATION OF THE COMPANY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE
MADE FREE AND CLEAR OF AND WITHOUT REDUCTION OR WITHHOLDING FOR ANY INDEMNIFIED
TAXES OR OTHER TAXES, PROVIDED THAT IF THE COMPANY SHALL BE REQUIRED BY
APPLICABLE LAW TO DEDUCT ANY INDEMNIFIED TAXES (INCLUDING ANY OTHER TAXES) FROM
SUCH PAYMENTS, THEN (I) THE SUM PAYABLE SHALL BE INCREASED AS NECESSARY SO THAT
AFTER MAKING ALL REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO
ADDITIONAL SUMS PAYABLE UNDER THIS SECTION) THE ADMINISTRATIVE AGENT, LENDER OR
L/C ISSUER, AS THE CASE MAY BE, RECEIVES AN AMOUNT EQUAL TO THE SUM IT WOULD
HAVE RECEIVED HAD NO SUCH DEDUCTIONS BEEN MADE, (II) THE COMPANY SHALL MAKE SUCH
DEDUCTIONS AND (III) THE COMPANY SHALL TIMELY PAY THE FULL AMOUNT DEDUCTED TO
THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.

        2. PAYMENT OF OTHER TAXES BY THE COMPANY. WITHOUT LIMITING THE
PROVISIONS OF SUBSECTION (A) ABOVE, THE COMPANY SHALL TIMELY PAY ANY OTHER TAXES
TO THE RELEVANT GOVERNMENTAL AUTHORITY IN ACCORDANCE WITH APPLICABLE LAW.

        3. INDEMNIFICATION BY THE COMPANY. THE COMPANY SHALL INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH LENDER AND THE L/C ISSUER, WITHIN 30 DAYS AFTER
WRITTEN DEMAND (ACCOMPANIED BY APPROPRIATE DOCUMENTATION) THEREFOR, FOR THE FULL
AMOUNT OF ANY INDEMNIFIED TAXES OR OTHER TAXES (INCLUDING TAXES IMPOSED OR
ASSERTED ON OR ATTRIBUTABLE TO AMOUNTS PAYABLE UNDER THIS SECTION BUT ONLY TO
THE EXTENT NECESSARY TO PRESERVE THE AFTER-TAX YIELD THE LENDER WOULD HAVE
RECEIVED IF SUCH INDEMNIFIED TAXES OR OTHER TAXES OR TAXES IMPOSED THEREON HAD
NOT BEEN IMPOSED) PAID BY THE ADMINISTRATIVE AGENT, SUCH LENDER OR THE L/C
ISSUER, AS THE CASE MAY BE, WHETHER OR NOT SUCH INDEMNIFIED TAXES OR OTHER TAXES
WERE CORRECTLY OR LEGALLY IMPOSED OR ASSERTED BY THE RELEVANT GOVERNMENTAL
AUTHORITY.

        4. EVIDENCE OF PAYMENTS. AS SOON AS PRACTICABLE AFTER ANY PAYMENT OF
INDEMNIFIED TAXES OR OTHER TAXES BY THE COMPANY TO A GOVERNMENTAL AUTHORITY, THE
COMPANY SHALL DELIVER TO THE ADMINISTRATIVE AGENT THE ORIGINAL OR A CERTIFIED
COPY OF A RECEIPT ISSUED BY SUCH GOVERNMENTAL AUTHORITY EVIDENCING SUCH PAYMENT
OR OTHER EVIDENCE OF SUCH PAYMENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT.

        5. STATUS OF LENDERS. EACH FOREIGN LENDER SHALL DELIVER TO THE COMPANY
AND THE ADMINISTRATIVE AGENT (IN SUCH NUMBER OF COPIES AS SHALL BE REQUESTED BY
THE RECIPIENT) ON OR PRIOR TO THE DATE ON WHICH SUCH FOREIGN LENDER BECOMES A
LENDER UNDER THIS AGREEMENT (AND FROM TIME TO TIME THEREAFTER UPON THE REQUEST
OF THE COMPANY OR THE ADMINISTRATIVE AGENT, BUT ONLY IF SUCH FOREIGN LENDER IS
LEGALLY ENTITLED TO DO SO), WHICHEVER OF THE FOLLOWING IS APPLICABLE:

                DULY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN
        CLAIMING ELIGIBILITY FOR BENEFITS OF AN INCOME TAX TREATY TO WHICH THE
        UNITED STATES IS A PARTY,

                DULY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8ECI,

                IN THE CASE OF A FOREIGN LENDER CLAIMING THE BENEFITS OF THE
        EXEMPTION FOR PORTFOLIO INTEREST UNDER SECTION 881(C) OF THE CODE, (X) A
        CERTIFICATE TO THE EFFECT THAT SUCH FOREIGN LENDER IS NOT (A) A "BANK"
        WITHIN THE MEANING OF SECTION 881(C)(3)(A) OF THE CODE, (B) A "10
        PERCENT SHAREHOLDER" OF THE COMPANY WITHIN THE MEANING OF SECTION
        881(C)(3)(B) OF THE CODE, OR (C) A "CONTROLLED FOREIGN CORPORATION"
        DESCRIBED IN SECTION 881(C)(3)(C) OF THE CODE AND (Y) DULY COMPLETED
        COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN, OR

                                       46
<PAGE>

                ANY OTHER FORM PRESCRIBED BY APPLICABLE LAW AS A BASIS FOR
        CLAIMING EXEMPTION FROM OR A REDUCTION IN UNITED STATES FEDERAL
        WITHHOLDING TAX DULY COMPLETED TOGETHER WITH SUCH SUPPLEMENTARY
        DOCUMENTATION AS MAY BE PRESCRIBED BY APPLICABLE LAW TO PERMIT THE
        COMPANY TO DETERMINE THE WITHHOLDING OR DEDUCTION REQUIRED TO BE MADE.

        Each Lender (other than a Lender that is a corporation for U.S. federal
income tax purposes) that is not a Foreign Lender shall on or before the date
such Lender becomes a Lender under this Agreement provide to the Company (with a
copy to the Administrative Agent) a duly completed copy of Internal Revenue
Service Form W-9.

        If any Foreign Lender sells, assigns, grants a participation in, or
otherwise ceases to be the beneficial owner of any portion of its Loans, such
Foreign Lender shall deliver to the Administrative Agent a revised duly executed
IRS Form W-8BEN or IRS Form W-8ECI (or successor or replacement forms)
reflecting the portion of the Loans the Foreign Lender has retained and a duly
executed W-8IMY (or successor or replacement form), including required
attachments, reflecting the portion of its Loans sold. If such Person fails to
deliver the above forms or other documentation, then the Administrative Agent
may withhold from any interest payment to such Person an amount equivalent to
the applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction, and such Person may not collect any such payments from the
Company. If any Governmental Authority asserts that the Administrative Agent did
not properly withhold any tax or other amount from payments made in respect of
such Person, such Person shall indemnify the Administrative Agent therefor,
including all penalties and interest, any taxes imposed by any jurisdiction on
the amounts payable to the Administrative Agent under this Section, and costs
and expenses (including all reasonable out-of-pocket fees and disbursements of
any law firm or other external counsel, the allocated costs of internal legal
services and all disbursements of internal counsel) of the Administrative Agent.
The obligation of the Lenders under this paragraph shall survive the termination
of this Agreement, repayment of all Loans and the resignation or replacement of
the Administrative Agent.

        Without limiting the obligations of the Lenders set forth above
regarding delivery of certain forms and documents to establish each Lender's
status for U.S. withholding tax purposes, each Lender agrees promptly to deliver
to the Administrative Agent or the Company, as the Administrative Agent or the
Company shall reasonably request, on or prior to the Closing Date, and in a
timely fashion thereafter, such other documents and forms required by any
relevant taxing authorities under the Laws of any other jurisdiction, duly
executed and completed by such Lender, as are required under such Laws to
confirm such Lender's entitlement to any available exemption from, or reduction
of, applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by the Company pursuant to this Agreement or
otherwise to establish such Lender's status for withholding tax purposes in such
other jurisdiction. Each Lender shall promptly (i) notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
such claimed exemption or reduction, and (ii) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any such jurisdiction
that the Company make any deduction or withholding for taxes from amounts
payable to such Lender. Additionally, the Company shall promptly deliver to the
Administrative Agent or any Lender, as the Administrative Agent or such Lender
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such documents and forms required by any relevant taxing
authorities under the Laws of any jurisdiction, duly executed and completed by
the Company, as are required to be furnished by such Lender or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such jurisdiction.

        6. TREATMENT OF CERTAIN REFUNDS. IF THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE L/C ISSUER DETERMINES, IN ITS SOLE DISCRETION, THAT IT HAS RECEIVED A
REFUND OF ANY INDEMNIFIED TAXES OR OTHER TAXES AS TO WHICH IT HAS BEEN
INDEMNIFIED BY THE COMPANY OR WITH RESPECT TO WHICH THE COMPANY HAS PAID
ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION, IT SHALL PAY TO THE COMPANY AN
AMOUNT EQUAL TO SUCH REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE,
OR ADDITIONAL AMOUNTS PAID, BY THE COMPANY UNDER THIS SECTION WITH RESPECT TO
THE INDEMNIFIED TAXES OR OTHER TAXES GIVING RISE TO SUCH REFUND), NET OF ALL
OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT, SUCH LENDER OR THE L/C
ISSUER, AS THE CASE MAY BE, AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID
BY THE RELEVANT GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND), PROVIDED
THAT THE COMPANY, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, SUCH LENDER OR
THE L/C ISSUER, AGREES TO REPAY THE AMOUNT PAID OVER TO THE COMPANY (PLUS ANY
PENALTIES,

                                       47
<PAGE>

INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE
ADMINISTRATIVE AGENT, SUCH LENDER OR THE L/C ISSUER IN THE EVENT THE
ADMINISTRATIVE AGENT, SUCH LENDER OR THE L/C ISSUER IS REQUIRED TO REPAY SUCH
REFUND TO SUCH GOVERNMENTAL AUTHORITY. THIS SUBSECTION SHALL NOT BE CONSTRUED TO
REQUIRE THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER TO MAKE AVAILABLE
ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS
CONFIDENTIAL) TO THE COMPANY OR ANY OTHER PERSON.

        B. ILLEGALITY. IF ANY LENDER DETERMINES THAT ANY LAW HAS MADE IT
UNLAWFUL, OR THAT ANY GOVERNMENTAL AUTHORITY HAS ASSERTED THAT IT IS UNLAWFUL,
FOR ANY LENDER OR ITS APPLICABLE LENDING OFFICE TO MAKE, MAINTAIN OR FUND
EUROCURRENCY RATE LOANS (WHETHER DENOMINATED IN DOLLARS OR AN ALTERNATIVE
CURRENCY), OR TO DETERMINE OR CHARGE INTEREST RATES BASED UPON THE EUROCURRENCY
RATE, OR ANY GOVERNMENTAL AUTHORITY HAS IMPOSED MATERIAL RESTRICTIONS ON THE
AUTHORITY OF SUCH LENDER TO PURCHASE OR SELL, OR TO TAKE DEPOSITS OF, DOLLARS OR
ANY ALTERNATIVE CURRENCY IN THE APPLICABLE INTERBANK MARKET, THEN, ON NOTICE
THEREOF BY SUCH LENDER TO THE COMPANY THROUGH THE ADMINISTRATIVE AGENT, ANY
OBLIGATION OF SUCH LENDER TO MAKE OR CONTINUE EUROCURRENCY RATE LOANS IN THE
AFFECTED CURRENCY OR CURRENCIES OR, IN THE CASE OF EUROCURRENCY RATE LOANS IN
DOLLARS TO CONVERT BASE RATE COMMITTED LOANS TO EUROCURRENCY RATE COMMITTED
LOANS SHALL BE SUSPENDED UNTIL SUCH LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND
THE COMPANY THAT THE CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION NO LONGER
EXIST. UPON RECEIPT OF SUCH NOTICE, THE COMPANY SHALL, UPON DEMAND FROM SUCH
LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT), PREPAY OR, IF APPLICABLE AND
SUCH LOANS ARE DENOMINATED IN DOLLARS, CONVERT ALL EUROCURRENCY RATE LOANS OF
SUCH LENDER TO BASE RATE LOANS, EITHER ON THE LAST DAY OF THE INTEREST PERIOD
THEREFOR, IF SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH EUROCURRENCY
RATE LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY CONTINUE
TO MAINTAIN SUCH EUROCURRENCY RATE LOANS. UPON ANY SUCH PREPAYMENT OR
CONVERSION, THE COMPANY SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID
OR CONVERTED.

        C. INABILITY TO DETERMINE RATES. IF THE REQUIRED LENDERS DETERMINE THAT
FOR ANY REASON IN CONNECTION WITH ANY REQUEST FOR A EUROCURRENCY RATE LOAN OR A
CONVERSION TO OR CONTINUATION THEREOF THAT (A) DEPOSITS (WHETHER IN DOLLARS OR
AN ALTERNATIVE CURRENCY) ARE NOT BEING OFFERED TO BANKS IN THE APPLICABLE
OFFSHORE INTERBANK MARKET FOR SUCH CURRENCY FOR THE APPLICABLE AMOUNT AND
INTEREST PERIOD OF SUCH EUROCURRENCY RATE LOAN, (B) ADEQUATE AND REASONABLE
MEANS DO NOT EXIST FOR DETERMINING THE EUROCURRENCY BASE RATE FOR ANY REQUESTED
INTEREST PERIOD WITH RESPECT TO A PROPOSED EUROCURRENCY RATE COMMITTED LOAN
(WHETHER IN DOLLARS OR AN ALTERNATIVE CURRENCY), OR (C) THE EUROCURRENCY BASE
RATE FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED EUROCURRENCY
RATE COMMITTED LOAN DOES NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH
LENDERS OF FUNDING SUCH LOAN, THE ADMINISTRATIVE AGENT WILL PROMPTLY SO NOTIFY
THE COMPANY AND EACH LENDER. THEREAFTER, THE OBLIGATION OF THE LENDERS TO MAKE
OR MAINTAIN EUROCURRENCY RATE LOANS SHALL BE SUSPENDED UNTIL THE ADMINISTRATIVE
AGENT (UPON THE INSTRUCTION OF THE REQUIRED LENDERS) REVOKES SUCH NOTICE. UPON
RECEIPT OF SUCH NOTICE, THE COMPANY MAY REVOKE ANY PENDING REQUEST FOR A
BORROWING OF, CONVERSION TO OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS
OR, FAILING THAT, WILL BE DEEMED TO HAVE CONVERTED SUCH REQUEST INTO A REQUEST
FOR A COMMITTED BORROWING OF BASE RATE LOANS IN THE AMOUNT SPECIFIED THEREIN.

        D. INCREASED COSTS.

        1. INCREASED COSTS GENERALLY. IF ANY CHANGE IN LAW SHALL:

                IMPOSE, MODIFY OR DEEM APPLICABLE ANY RESERVE, SPECIAL DEPOSIT,
        COMPULSORY LOAN, INSURANCE CHARGE OR SIMILAR REQUIREMENT AGAINST ASSETS
        OF, DEPOSITS WITH OR FOR THE ACCOUNT OF, OR CREDIT EXTENDED OR
        PARTICIPATED IN BY, ANY LENDER (EXCEPT (A) ANY RESERVE REQUIREMENT
        REFLECTED IN THE EUROCURRENCY RATE AND (B) THE REQUIREMENTS OF THE BANK
        OF ENGLAND AND THE FINANCIAL SERVICES AUTHORITY OR THE EUROPEAN CENTRAL
        BANK REFLECTED IN THE MANDATORY COST, OTHER THAN AS SET FORTH BELOW) OR
        THE L/C ISSUER;

                                       48
<PAGE>

                SUBJECT ANY LENDER OR THE L/C ISSUER TO ANY TAX OF ANY KIND
        WHATSOEVER WITH RESPECT TO THIS AGREEMENT, ANY LETTER OF CREDIT, ANY
        PARTICIPATION IN A LETTER OF CREDIT OR ANY EUROCURRENCY LOAN MADE BY IT,
        OR CHANGE THE BASIS OF TAXATION OF PAYMENTS TO SUCH LENDER OR THE L/C
        ISSUER IN RESPECT THEREOF (EXCEPT FOR INDEMNIFIED TAXES OR OTHER TAXES
        COVERED BY SECTION 3.01 AND THE IMPOSITION OF, OR ANY CHANGE IN THE RATE
        OF, ANY EXCLUDED TAX PAYABLE BY SUCH LENDER OR THE L/C ISSUER); OR

                CAUSE THE MANDATORY COST, AS CALCULATED HEREUNDER, NOT TO
        REPRESENT THE COST TO ANY LENDER OF COMPLYING WITH THE REQUIREMENTS OF
        THE BANK OF ENGLAND AND/OR THE FINANCIAL SERVICES AUTHORITY OR THE
        EUROPEAN CENTRAL BANK IN RELATION TO ITS MAKING, FUNDING OR MAINTAINING
        EUROCURRENCY RATE LOANS; OR

                IMPOSE ON ANY LENDER OR THE L/C ISSUER OR THE LONDON INTERBANK
        MARKET ANY OTHER CONDITION, COST OR EXPENSE AFFECTING THIS AGREEMENT OR
        EUROCURRENCY LOANS MADE BY SUCH LENDER OR ANY LETTER OF CREDIT OR
        PARTICIPATION THEREIN;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay on demand to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer,
as the case may be, for such additional costs incurred or reduction suffered.

        2. CAPITAL REQUIREMENTS. IF ANY LENDER OR THE L/C ISSUER DETERMINES THAT
ANY CHANGE IN LAW AFFECTING SUCH LENDER OR THE L/C ISSUER OR ANY LENDING OFFICE
OF SUCH LENDER OR SUCH LENDER'S OR THE L/C ISSUER'S HOLDING COMPANY, IF ANY,
REGARDING CAPITAL REQUIREMENTS HAS OR WOULD HAVE THE EFFECT OF REDUCING THE RATE
OF RETURN ON SUCH LENDER'S OR THE L/C ISSUER'S CAPITAL OR ON THE CAPITAL OF SUCH
LENDER'S OR THE L/C ISSUER'S HOLDING COMPANY, IF ANY, AS A CONSEQUENCE OF THIS
AGREEMENT, THE COMMITMENTS OF SUCH LENDER OR THE LOANS MADE BY, OR
PARTICIPATIONS IN LETTERS OF CREDIT HELD BY, SUCH LENDER, OR THE LETTERS OF
CREDIT ISSUED BY THE L/C ISSUER, TO A LEVEL BELOW THAT WHICH SUCH LENDER OR THE
L/C ISSUER OR SUCH LENDER'S OR THE L/C ISSUER'S HOLDING COMPANY COULD HAVE
ACHIEVED BUT FOR SUCH CHANGE IN LAW (TAKING INTO CONSIDERATION SUCH LENDER'S OR
THE L/C ISSUER'S POLICIES AND THE POLICIES OF SUCH LENDER'S OR THE L/C ISSUER'S
HOLDING COMPANY WITH RESPECT TO CAPITAL ADEQUACY), THEN FROM TIME TO TIME THE
COMPANY WILL PAY TO SUCH LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, SUCH
ADDITIONAL AMOUNT OR AMOUNTS AS WILL COMPENSATE SUCH LENDER OR THE L/C ISSUER OR
SUCH LENDER'S OR THE L/C ISSUER'S HOLDING COMPANY FOR ANY SUCH REDUCTION
SUFFERED.

        3. CERTIFICATES FOR REIMBURSEMENT. A CERTIFICATE OF A LENDER OR THE L/C
ISSUER SETTING FORTH THE AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER
OR THE L/C ISSUER OR ITS HOLDING COMPANY, AS THE CASE MAY BE, AS SPECIFIED IN
SUBSECTION (A) OR (B) OF THIS SECTION AND DELIVERED TO THE COMPANY SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR. THE COMPANY SHALL PAY SUCH LENDER OR THE L/C
ISSUER, AS THE CASE MAY BE, THE AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE
WITHIN 10 DAYS AFTER RECEIPT THEREOF.

        4. DELAY IN REQUESTS. FAILURE OR DELAY ON THE PART OF ANY LENDER OR THE
L/C ISSUER TO DEMAND COMPENSATION PURSUANT TO THE FOREGOING PROVISIONS OF THIS
SECTION SHALL NOT CONSTITUTE A WAIVER OF SUCH LENDER'S OR THE L/C ISSUER'S RIGHT
TO DEMAND SUCH COMPENSATION, PROVIDED THAT THE COMPANY SHALL NOT BE REQUIRED TO
COMPENSATE A LENDER OR THE L/C ISSUER PURSUANT TO THE FOREGOING PROVISIONS OF
THIS SECTION FOR ANY INCREASED COSTS INCURRED OR REDUCTIONS SUFFERED MORE THAN
NINETY DAYS PRIOR TO THE DATE THAT SUCH LENDER OR THE L/C ISSUER, AS THE CASE
MAY BE, NOTIFIES THE COMPANY OF THE CHANGE IN LAW GIVING RISE TO SUCH INCREASED
COSTS OR REDUCTIONS AND OF SUCH LENDER'S OR THE L/C ISSUER'S INTENTION TO CLAIM
COMPENSATION THEREFOR (EXCEPT THAT, IF THE CHANGE IN LAW GIVING RISE TO SUCH
INCREASED COSTS OR REDUCTIONS IS

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<PAGE>

RETROACTIVE, THEN THE NINETY DAY PERIOD REFERRED TO ABOVE SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF RETROACTIVE EFFECT THEREOF).

        5. ADDITIONAL RESERVE REQUIREMENTS. THE COMPANY SHALL PAY TO EACH
LENDER, AS LONG AS SUCH LENDER SHALL BE REQUIRED TO COMPLY WITH ANY RESERVE
RATIO REQUIREMENT OR ANALOGOUS REQUIREMENT (OTHER THAN THOSE COMPENSATED THROUGH
MANDATORY COSTS) OF ANY CENTRAL BANKING OR FINANCIAL REGULATORY AUTHORITY
IMPOSED IN RESPECT OF THE MAINTENANCE OF THE COMMITMENTS OR THE FUNDING OF THE
EUROCURRENCY RATE LOANS, SUCH ADDITIONAL COSTS (EXPRESSED AS A PERCENTAGE PER
ANNUM AND ROUNDED UPWARDS, IF NECESSARY, TO THE NEAREST FIVE DECIMAL PLACES)
EQUAL TO THE ACTUAL COSTS ALLOCATED TO SUCH COMMITMENT OR LOAN BY SUCH LENDER
(AS DETERMINED BY SUCH LENDER IN GOOD FAITH, WHICH DETERMINATION SHALL BE
CONCLUSIVE), WHICH SHALL BE DUE AND PAYABLE ON EACH DATE ON WHICH INTEREST IS
PAYABLE ON SUCH LOAN, PROVIDED THE COMPANY SHALL HAVE RECEIVED AT LEAST 15 DAYS'
PRIOR NOTICE (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF SUCH ADDITIONAL COSTS
FROM SUCH LENDER. IF A LENDER FAILS TO GIVE NOTICE 15 DAYS PRIOR TO THE RELEVANT
INTEREST PAYMENT DATE, SUCH ADDITIONAL COSTS SHALL BE DUE AND PAYABLE 15 DAYS
FROM RECEIPT OF SUCH NOTICE.

        E. COMPENSATION FOR LOSSES. UPON DEMAND OF ANY LENDER (WITH A COPY TO
THE ADMINISTRATIVE AGENT) FROM TIME TO TIME, THE COMPANY SHALL PROMPTLY
COMPENSATE SUCH LENDER FOR AND HOLD SUCH LENDER HARMLESS FROM ANY LOSS, COST OR
EXPENSE INCURRED BY IT AS A RESULT OF:

        1. ANY CONTINUATION, CONVERSION, PAYMENT OR PREPAYMENT OF ANY LOAN OTHER
THAN A BASE RATE LOAN ON A DAY OTHER THAN THE LAST DAY OF THE INTEREST PERIOD
FOR SUCH LOAN (WHETHER VOLUNTARY, MANDATORY, AUTOMATIC, BY REASON OF
ACCELERATION, OR OTHERWISE);

        2. ANY FAILURE BY THE COMPANY (FOR A REASON OTHER THAN THE FAILURE OF
SUCH LENDER TO MAKE A LOAN) TO PREPAY, BORROW, CONTINUE OR CONVERT ANY LOAN
OTHER THAN A BASE RATE LOAN ON THE DATE OR IN THE AMOUNT NOTIFIED BY THE
COMPANY;

        3. ANY FAILURE BY THE COMPANY TO MAKE PAYMENT OF ANY LOAN OR DRAWING
UNDER ANY LETTER OF CREDIT (OR INTEREST DUE THEREON) DENOMINATED IN AN
ALTERNATIVE CURRENCY ON ITS SCHEDULED DUE DATE OR ANY PAYMENT THEREOF IN A
DIFFERENT CURRENCY; OR

        4. ANY ASSIGNMENT OF A EUROCURRENCY RATE LOAN ON A DAY OTHER THAN THE
LAST DAY OF THE INTEREST PERIOD THEREFOR AS A RESULT OF A REQUEST BY THE COMPANY
PURSUANT TO SECTION 10.13;

including any loss of anticipated profits, any foreign exchange losses, and any
loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from
which such funds were obtained or from the performance of any foreign exchange
contract. The Company shall also pay any customary administrative fees charged
by such Lender in connection with the foregoing.

        For purposes of calculating amounts payable by the Company to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurocurrency Rate Committed Loan made by it at the Eurocurrency Base Rate used
in determining the Eurocurrency Rate for such Loan by a matching deposit or
other borrowing in the offshore interbank market for such currency for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Committed Loan was in fact so funded.

        F. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

        1. DESIGNATION OF A DIFFERENT LENDING OFFICE. IF ANY LENDER REQUESTS
COMPENSATION UNDER SECTION 3.04, OR THE COMPANY IS REQUIRED TO PAY ANY
ADDITIONAL AMOUNT TO ANY LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF
ANY LENDER PURSUANT TO SECTION 3.01, OR IF ANY LENDER GIVES A NOTICE PURSUANT TO
SECTION 3.02, THEN SUCH LENDER SHALL USE REASONABLE EFFORTS TO DESIGNATE A
DIFFERENT LENDING OFFICE FOR FUNDING OR BOOKING ITS LOANS HEREUNDER OR TO ASSIGN
ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANOTHER OF ITS OFFICES, BRANCHES OR
AFFILIATES, IF, IN THE

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<PAGE>

JUDGMENT OF SUCH LENDER, SUCH DESIGNATION OR ASSIGNMENT (I) WOULD ELIMINATE OR
REDUCE AMOUNTS PAYABLE PURSUANT TO SECTION 3.01 OR 3.04, AS THE CASE MAY BE, IN
THE FUTURE, OR ELIMINATE THE NEED FOR THE NOTICE PURSUANT TO SECTION 3.02, AS
APPLICABLE, AND (II) IN EACH CASE, WOULD NOT SUBJECT SUCH LENDER TO ANY
UNREIMBURSED COST OR EXPENSE AND WOULD NOT OTHERWISE BE DISADVANTAGEOUS TO SUCH
LENDER.

        2. REPLACEMENT OF LENDERS. IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04, OR IF THE COMPANY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO
SECTION 3.01, THE COMPANY MAY REPLACE SUCH LENDER IN ACCORDANCE WITH SECTION
10.13.

        G. SURVIVAL. ALL OF THE COMPANY'S OBLIGATIONS UNDER THIS ARTICLE III
SHALL SURVIVE TERMINATION OF THE AGGREGATE COMMITMENTS AND REPAYMENT OF ALL
OTHER OBLIGATIONS HEREUNDER.

                 IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

        A. CONDITIONS OF INITIAL CREDIT EXTENSIONS. THE RESTATEMENT DATE SHALL
OCCUR ON THE DATE THAT THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED ALL OF THE
FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND
EACH LENDER, AND IN SUFFICIENT COPIES FOR EACH LENDER:

        1. LOAN DOCUMENTS. THIS AGREEMENT AND ANY NOTES EXECUTED BY EACH PARTY
THERETO SHALL HAVE BEEN DELIVERED TO ADMINISTRATIVE AGENT AND EACH EXITING
LENDER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A CONSENT HERETO IN FORM
SATISFACTORY TO THE ADMINISTRATIVE AGENT;

        2. RESOLUTIONS; INCUMBENCY.

                COPIES OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE
        COMPANY AUTHORIZING THE TRANSACTIONS CONTEMPLATED HEREBY, CERTIFIED AS
        OF THE RESTATEMENT DATE BY THE SECRETARY OR AN ASSISTANT SECRETARY OF
        THE COMPANY; AND

                A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF THE
        COMPANY CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE
        COMPANY AUTHORIZED TO EXECUTE, DELIVER AND PERFORM, AS APPLICABLE, THIS
        AGREEMENT, AND ALL OTHER LOAN DOCUMENTS TO BE DELIVERED BY IT HEREUNDER;

        3. ORGANIZATION DOCUMENTS; GOOD STANDING. EACH OF THE FOLLOWING
DOCUMENTS:

                THE CERTIFICATE OF INCORPORATION AND THE BYLAWS OF THE COMPANY
        AS IN EFFECT ON THE CLOSING DATE, CERTIFIED BY THE SECRETARY OR
        ASSISTANT SECRETARY OF THE COMPANY AS OF THE CLOSING DATE; AND

                A GOOD STANDING CERTIFICATE FOR THE COMPANY FROM THE SECRETARY
        OF STATE (OR SIMILAR, APPLICABLE GOVERNMENTAL AUTHORITY) OF ITS STATE OF
        INCORPORATION AND THE STATE OF ITS PRINCIPAL PLACE OF BUSINESS AS OF A
        RECENT DATE;

        4. LEGAL OPINIONS. AN OPINION OF LATHAM AND WATKINS, SPECIAL COUNSEL TO
THE COMPANY AND ADDRESSED TO THE ADMINISTRATIVE AGENT AND THE LENDERS, IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;

        5. PAYMENT OF FEES. EVIDENCE OF PAYMENT BY THE COMPANY OF ALL ACCRUED
AND UNPAID FEES, TO THE EXTENT THEN DUE AND PAYABLE ON THE CLOSING DATE,
INCLUDING WITHOUT LIMITATION ALL ACCRUED INTEREST AND FEES DUE AND OWING UNDER
THE EXISTING CREDIT AGREEMENT;

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<PAGE>

        6. CERTIFICATE. A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER ON BEHALF
OF THE COMPANY, DATED AS OF THE CLOSING DATE, STATING:

                THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V
        ARE TRUE AND CORRECT ON AND AS OF SUCH DATE, AS THOUGH MADE ON AND AS OF
        SUCH DATE;

                THAT NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD RESULT FROM
        THE INITIAL BORROWING;

                THAT THERE HAS OCCURRED SINCE DECEMBER 31, 2005, NO EVENT OR
        CIRCUMSTANCE THAT HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT
        IN A MATERIAL ADVERSE EFFECT; AND

                THE CURRENT DEBT RATINGS; AND

        7. EXISTING CREDIT AGREEMENT. EVIDENCE THAT ANY REVOLVING LOANS OR OTHER
MONETARY OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT AS IN EFFECT
IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THIS AGREEMENT HAVE BEEN PAID IN FULL
OR REFINANCED ON THE CLOSING DATE WITH LOANS HEREUNDER.

        8. OFAC. A LETTER FROM THE COMPANY TO THE ADMINISTRATIVE AGENT RELATING
TO OFAC MATTERS, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.

        9. OTHER DOCUMENTS. SUCH OTHER APPROVALS, OPINIONS, DOCUMENTS OR
MATERIALS AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY REASONABLY REQUEST.

        Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

        B. CONDITIONS TO ALL CREDIT EXTENSIONS. THE OBLIGATION OF EACH LENDER TO
HONOR ANY REQUEST FOR CREDIT EXTENSION (OTHER THAN A COMMITTED LOAN NOTICE
REQUESTING ONLY A CONVERSION OF COMMITTED LOANS TO THE OTHER TYPE, OR A
CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS) IS SUBJECT TO THE FOLLOWING
CONDITIONS PRECEDENT:

        1. THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED IN
ARTICLE V SHALL BE TRUE AND CORRECT ON AND AS OF THE DATE OF SUCH CREDIT
EXTENSION, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND
CORRECT AS OF SUCH EARLIER DATE, AND EXCEPT THAT FOR PURPOSES OF THIS SECTION
4.02, THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5.11(A) SHALL BE
DEEMED TO REFER TO THE MOST RECENT STATEMENTS FURNISHED PURSUANT TO SECTIONS
6.01(A) AND 6.01(B).

        2. NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR SHALL RESULT FROM SUCH
CREDIT EXTENSION.

        3. THE ADMINISTRATIVE AGENT AND, IF APPLICABLE, THE L/C ISSUER OR THE
SWING LINE LENDER SHALL HAVE RECEIVED A REQUEST FOR CREDIT EXTENSION IN
ACCORDANCE WITH THE REQUIREMENTS HEREOF.

        Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Committed Loans) submitted by the Company
shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.

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<PAGE>

                       V. REPRESENTATIONS AND WARRANTIES

        The Company represents and warrants to the Administrative Agent and each
Lender that:

        A. CORPORATE EXISTENCE AND POWER. THE COMPANY AND EACH OF ITS
SUBSIDIARIES:

        1. IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION;

        2. HAS THE POWER AND AUTHORITY AND ALL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS TO OWN ITS ASSETS, CARRY ON ITS BUSINESS
AND TO EXECUTE, DELIVER, AND PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS;

        3. IS DULY QUALIFIED AS A FOREIGN CORPORATION AND IS LICENSED AND IN
GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS OWNERSHIP, LEASE OR
OPERATION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION
OR LICENSE; AND

        4. IS IN COMPLIANCE WITH ALL REQUIREMENTS OF LAW;

except, in each case referred to in subsection (c) or (d), to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect.

        B. CORPORATE AUTHORIZATION; NO CONTRAVENTION. THE EXECUTION, DELIVERY
AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO
WHICH THE COMPANY IS PARTY, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
ACTION, AND DO NOT AND WILL NOT:

        1. CONTRAVENE THE TERMS OF ANY OF THE COMPANY'S ORGANIZATION DOCUMENTS;

        2. CONFLICT WITH OR RESULT IN ANY BREACH OR CONTRAVENTION OF, OR THE
CREATION OF ANY LIEN UNDER, ANY DOCUMENT EVIDENCING ANY MATERIAL CONTRACTUAL
OBLIGATION TO WHICH THE COMPANY IS A PARTY OR ANY ORDER, INJUNCTION, WRIT OR
DECREE OF ANY GOVERNMENTAL AUTHORITY TO WHICH THE COMPANY OR ITS PROPERTY IS
SUBJECT; OR

        3. VIOLATE ANY REQUIREMENT OF LAW APPLICABLE TO THE COMPANY.

        C. GOVERNMENTAL AUTHORIZATION. NO APPROVAL, CONSENT, EXEMPTION,
AUTHORIZATION, OR OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, ANY
GOVERNMENTAL AUTHORITY IS NECESSARY OR REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT AGAINST, THE COMPANY OR
ANY OF ITS SUBSIDIARIES OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OTHER THAN
THOSE WHICH HAVE ALREADY BEEN OBTAINED OR MADE.

        D. BINDING EFFECT. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT TO WHICH
THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY CONSTITUTE THE LEGAL, VALID
AND BINDING OBLIGATIONS OF THE COMPANY AND ANY OF ITS SUBSIDIARIES TO THE EXTENT
IT IS A PARTY THERETO, ENFORCEABLE AGAINST SUCH PERSON IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS'
RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES RELATING TO ENFORCEABILITY.

        E. LITIGATION. EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.05, THERE
ARE NO ACTIONS, SUITS, PROCEEDINGS, CLAIMS OR DISPUTES PENDING, OR TO THE BEST
KNOWLEDGE OF THE COMPANY, THREATENED OR CONTEMPLATED, AT LAW, IN EQUITY, IN
ARBITRATION OR BEFORE ANY GOVERNMENTAL AUTHORITY, AGAINST THE COMPANY OR ITS
SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PROPERTIES WHICH:

                                       53
<PAGE>

        1. PURPORT TO AFFECT OR PERTAIN TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; OR

        2. MAY REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT. NO
INJUNCTION, WRIT, TEMPORARY RESTRAINING ORDER OR ANY ORDER OF ANY NATURE HAS
BEEN ISSUED BY ANY COURT OR OTHER GOVERNMENTAL AUTHORITY PURPORTING TO ENJOIN OR
RESTRAIN THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR DIRECTING THAT THE TRANSACTIONS PROVIDED FOR HEREIN OR THEREIN
NOT BE CONSUMMATED AS HEREIN OR THEREIN PROVIDED.

        F. NO DEFAULT. NO DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD RESULT
FROM THE INCURRING OF ANY OBLIGATIONS BY THE COMPANY. AS OF THE CLOSING DATE,
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT UNDER OR WITH RESPECT TO
ANY CONTRACTUAL OBLIGATION IN ANY RESPECT WHICH, INDIVIDUALLY OR TOGETHER WITH
ALL SUCH DEFAULTS, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.

        G. ERISA COMPLIANCE. EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.07:

        1. EACH PLAN SPONSORED OR MAINTAINED BY THE COMPANY OR AN ERISA
AFFILIATE IS IN COMPLIANCE IN ALL RESPECTS WITH THE APPLICABLE PROVISIONS OF
ERISA, THE CODE AND OTHER FEDERAL OR STATE LAW EXCEPT WHERE THE FAILURE TO SO
COMPLY, TOGETHER WITH ALL OTHER SUCH FAILURES TO COMPLY, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN LIABILITY TO THE COMPANY IN AN AGGREGATE AMOUNT IN EXCESS
OF $25,000,000. EACH PLAN SPONSORED OR MAINTAINED BY THE COMPANY OR AN ERISA
AFFILIATE WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE HAS
RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS AND TO THE BEST KNOWLEDGE
OF THE COMPANY, NOTHING HAS OCCURRED WHICH WOULD CAUSE THE LOSS OF SUCH
QUALIFICATION. THE COMPANY AND EACH ERISA AFFILIATE HAVE MADE ALL REQUIRED
CONTRIBUTIONS TO ANY PLAN SUBJECT TO SECTION 412 OF THE CODE SPONSORED OR
MAINTAINED BY THE COMPANY OR AN ERISA AFFILIATE, AND NO APPLICATION FOR A
FUNDING WAIVER OR AN EXTENSION OF ANY AMORTIZATION PERIOD PURSUANT TO SECTION
412 OF THE CODE HAS BEEN MADE WITH RESPECT TO ANY PLAN SPONSORED OR MAINTAINED
BY THE COMPANY OR AN ERISA AFFILIATE, EXCEPT WHERE THE FAILURE TO MAKE SUCH
REQUIRED CONTRIBUTION, TOGETHER WITH ALL SUCH OTHER FAILURES TO MAKE REQUIRED
CONTRIBUTIONS, COULD NOT REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE
COMPANY IN AN AGGREGATE AMOUNT IN EXCESS OF $25,000,000.

        2. THERE ARE NO PENDING OR, TO THE BEST KNOWLEDGE OF COMPANY, THREATENED
CLAIMS, ACTIONS OR LAWSUITS, OR ACTION BY ANY GOVERNMENTAL AUTHORITY, WITH
RESPECT TO ANY PLAN SPONSORED OR MAINTAINED BY THE COMPANY OR AN ERISA AFFILIATE
WHICH HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A LIABILITY OF
THE COMPANY IN AN AGGREGATE AMOUNT IN EXCESS OF $25,000,000. THERE HAS BEEN NO
PROHIBITED TRANSACTION OR VIOLATION OF THE FIDUCIARY RESPONSIBILITY RULES WITH
RESPECT TO ANY PLAN, OTHER THAN A MULTIEMPLOYER PLAN OR, TO THE KNOWLEDGE OF THE
COMPANY AND EACH ERISA AFFILIATE, WITH RESPECT TO ANY MULTIEMPLOYER PLAN, WHICH
HAS RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.

        3. (I) NO ERISA EVENT OR EVENTS HAVE OCCURRED WHICH COULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF THE COMPANY IN AN AGGREGATE AMOUNT IN EXCESS
OF $25,000,000; (II) THE AGGREGATE AMOUNT OF UNFUNDED PENSION LIABILITY AMONG
ALL PENSION PLANS DOES NOT EXCEED $25,000,000; (III) NEITHER THE COMPANY NOR ANY
ERISA AFFILIATE HAS INCURRED, OR REASONABLY EXPECTS TO INCUR, LIABILITY UNDER
TITLE IV OF ERISA WITH RESPECT TO ALL PENSION PLANS (OTHER THAN PREMIUMS DUE AND
NOT DELINQUENT UNDER SECTION 4007 OF ERISA) IN AN AGGREGATE AMOUNT IN EXCESS OF
$25,000,000; (IV) NEITHER THE COMPANY NOR ANY ERISA AFFILIATE HAS INCURRED, OR
REASONABLY EXPECTS TO INCUR, ANY LIABILITY (AND NO EVENT HAS OCCURRED WHICH,
WITH THE GIVING OF NOTICE UNDER SECTION 4219 OF ERISA, WOULD RESULT IN SUCH
LIABILITY) UNDER SECTION 4201 OR 4243 OF ERISA WITH RESPECT TO ALL PLANS IN AN
AGGREGATE AMOUNT IN EXCESS OF $25,000,000; AND (V) NEITHER THE COMPANY NOR ANY
ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO SECTION
4069 OR 4212(C) OF ERISA AND WHICH COULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY OF THE COMPANY IN AN AMOUNT IN EXCESS OF $25,000,000.

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        H. USE OF PROCEEDS; MARGIN REGULATIONS. THE PROCEEDS OF THE LOANS ARE TO
BE USED SOLELY FOR THE PURPOSES SET FORTH IN AND PERMITTED BY SECTION 6.12.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS GENERALLY ENGAGED IN THE BUSINESS OF
PURCHASING OR SELLING MARGIN STOCK OR EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK.

        I. TITLE TO PROPERTIES. THE COMPANY AND EACH SUBSIDIARY HAVE GOOD RECORD
AND MARKETABLE TITLE IN FEE SIMPLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL REAL
PROPERTY NECESSARY OR USED IN THE ORDINARY CONDUCT OF THEIR RESPECTIVE
BUSINESSES, EXCEPT FOR SUCH DEFECTS IN TITLE AS COULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT. AS OF THE CLOSING DATE, THE
PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES IS SUBJECT TO NO LIENS, OTHER THAN
PERMITTED LIENS.

        J. TAXES. THE COMPANY AND ITS SUBSIDIARIES HAVE FILED ALL FEDERAL AND
OTHER MATERIAL TAX RETURNS AND REPORTS REQUIRED TO BE FILED, AND HAVE PAID ALL
FEDERAL AND OTHER MATERIAL TAXES, ASSESSMENTS, FEES AND OTHER GOVERNMENTAL
CHARGES LEVIED OR IMPOSED UPON THEM OR THEIR PROPERTIES, INCOME OR ASSETS
OTHERWISE DUE AND PAYABLE, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED IN
ACCORDANCE WITH GAAP. THERE IS NO PROPOSED TAX ASSESSMENT AGAINST THE COMPANY OR
ANY SUBSIDIARY THAT WOULD, IF MADE, HAVE A MATERIAL ADVERSE EFFECT.

        K. FINANCIAL CONDITION.

        1. THE (I) AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND
ITS SUBSIDIARIES DATED DECEMBER 31, 2005, AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE
FISCAL YEAR ENDED ON THAT DATE, AND (II) UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES DATED SEPTEMBER 30, 2006, AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY
AND CASH FLOWS FOR THE FISCAL QUARTER ENDED ON THAT DATE:

                WERE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED
        THROUGHOUT THE PERIOD COVERED THEREBY, EXCEPT AS OTHERWISE EXPRESSLY
        NOTED THEREIN, SUBJECT TO ORDINARY, GOOD FAITH YEAR END AUDIT
        ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;

                FAIRLY PRESENT THE FINANCIAL CONDITION OF THE COMPANY AND ITS
        SUBSIDIARIES AS OF THE DATE THEREOF AND RESULTS OF OPERATIONS FOR THE
        PERIOD COVERED THEREBY; AND

                EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.11, SHOW ALL
        MATERIAL INDEBTEDNESS AND OTHER LIABILITIES, DIRECT OR CONTINGENT, OF
        THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF THE DATE THEREOF,
        INCLUDING LIABILITIES FOR TAXES, MATERIAL COMMITMENTS AND CONTINGENT
        OBLIGATIONS.

        2. SINCE DECEMBER 31, 2005, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT.

        L. ENVIRONMENTAL MATTERS. EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE
5.12, THE COMPANY IS NOT IN VIOLATION OF ANY ENVIRONMENTAL LAWS AND THERE ARE NO
PENDING ENVIRONMENTAL CLAIMS AGAINST THE COMPANY WHICH, INDIVIDUALLY OR IN THE
AGGREGATE, WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

        M. REGULATED ENTITIES. NONE OF THE COMPANY, ANY PERSON CONTROLLING THE
COMPANY, OR ANY SUBSIDIARY, IS AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940. THE COMPANY IS NOT SUBJECT TO REGULATION UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, THE FEDERAL POWER ACT, THE
INTERSTATE COMMERCE ACT, ANY STATE PUBLIC UTILITIES CODE, OR ANY OTHER FEDERAL
OR STATE STATUTE OR REGULATION LIMITING ITS ABILITY TO INCUR INDEBTEDNESS.

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        N. SUBSIDIARIES. AS OF THE DATE OF THIS AGREEMENT, THE COMPANY HAS NO
SUBSIDIARIES OTHER THAN THOSE SPECIFICALLY DISCLOSED IN PART (A) OF SCHEDULE
5.14 HERETO AND HAS NO EQUITY INVESTMENTS IN ANY OTHER CORPORATION OR ENTITY
OTHER THAN THOSE SPECIFICALLY DISCLOSED IN PART (B) OF SCHEDULE 5.14. UNLESS
OTHERWISE INDICATED ON SCHEDULE 5.14, AS OF THE DATE OF THIS AGREEMENT, ALL OF
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH OF THE SUBSIDIARIES
LISTED ON SCHEDULE 5.14 ARE OWNED DIRECTLY OR INDIRECTLY THROUGH WHOLLY-OWNED
SUBSIDIARIES BY THE COMPANY AND ALL OF SUCH SHARES HAVE BEEN DULY AND VALIDLY
AUTHORIZED AND ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE AND NO PARTY HAS A
RIGHT TO ACQUIRE ANY SUCH CAPITAL STOCK AND THERE ARE NO OUTSTANDING
SUBSCRIPTION OPTIONS, WARRANTS, COMMITMENTS, CONVERTIBLE SECURITIES, PREEMPTIVE
RIGHTS OR OTHER RIGHTS EXERCISABLE OR EXCHANGEABLE FOR OR CONVERTIBLE INTO SUCH
CAPITAL STOCK.

        O. INSURANCE. EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 5.15, THE
PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES ARE INSURED AS REQUIRED BY
SECTION 6.06.

        P. SWAP OBLIGATIONS. NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
INCURRED ANY OUTSTANDING OBLIGATIONS UNDER ANY SWAP CONTRACTS, OTHER THAN
PERMITTED SWAP OBLIGATIONS.

        Q. FULL DISCLOSURE. NONE OF THE REPRESENTATIONS OR WARRANTIES MADE BY
THE COMPANY OR ANY SUBSIDIARY IN THE LOAN DOCUMENTS AS OF THE DATE SUCH
REPRESENTATIONS AND WARRANTIES ARE MADE OR DEEMED MADE, AND NONE OF THE
STATEMENTS CONTAINED IN ANY EXHIBIT, REPORT, STATEMENT OR CERTIFICATE FURNISHED
BY OR ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY IN CONNECTION WITH THE LOAN
DOCUMENTS (INCLUDING THE OFFERING AND DISCLOSURE MATERIALS DELIVERED BY OR ON
BEHALF OF THE COMPANY TO THE LENDERS PRIOR TO THE CLOSING DATE) TAKEN AS A
WHOLE, CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS ANY MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY ARE MADE, NOT MISLEADING
AS OF THE TIME WHEN MADE OR DELIVERED. ALL PROJECTIONS AND PRO FORMA FINANCIAL
INFORMATION CONTAINED IN ANY MATERIALS FURNISHED BY OR ON BEHALF OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES TO ANY LENDER ARE BASED ON GOOD FAITH ESTIMATES AND
ASSUMPTIONS BY THE MANAGEMENT OF THE COMPANY OR THE APPLICABLE SUBSIDIARY, IT
BEING RECOGNIZED BY THE LENDERS, HOWEVER, THAT PROJECTIONS AS TO FUTURE EVENTS
ARE NOT TO BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD OR
PERIODS COVERED BY ANY SUCH PROJECTIONS MAY DIFFER FROM THE PROJECTED RESULTS
AND THAT THE DIFFERENCES MAY BE MATERIAL.

                           VI. AFFIRMATIVE COVENANTS

        So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid, unless the Required Lenders waive
compliance in writing:

        A. FINANCIAL STATEMENTS. THE COMPANY SHALL DELIVER TO THE ADMINISTRATIVE
AGENT, AND UPON RECEIPT THEREOF THE ADMINISTRATIVE AGENT SHALL FURNISH TO EACH
LENDER:

        1. AS SOON AS AVAILABLE, BUT NOT LATER THAN 90 DAYS AFTER THE END OF
EACH FISCAL YEAR, COMMENCING WITH THE FISCAL YEAR ENDED DECEMBER 31, 2006, A
COPY OF THE AUDITED CONSOLIDATED BALANCE SHEET OF THE COMPANY AND ITS
SUBSIDIARIES AS AT THE END OF SUCH YEAR AND THE RELATED CONSOLIDATED STATEMENTS
OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH YEAR,
SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE PREVIOUS
FISCAL YEAR, AND ACCOMPANIED BY THE OPINION OF DELOITTE & TOUCHE LLP OR ANOTHER
NATIONALLY-RECOGNIZED INDEPENDENT PUBLIC ACCOUNTING FIRM ("INDEPENDENT AUDITOR")
WHICH OPINION SHALL STATE THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS PRESENT
FAIRLY THE FINANCIAL POSITION FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP
APPLIED ON A CONSISTENT BASIS. SUCH OPINION SHALL NOT BE QUALIFIED OR LIMITED,
IN EITHER CASE, BECAUSE OF A RESTRICTED OR LIMITED EXAMINATION BY THE
INDEPENDENT AUDITOR OF ANY MATERIAL PORTION OF THE COMPANY'S OR ANY SUBSIDIARY'S
RECORDS AND SHALL BE DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO A
RELIANCE LETTER BETWEEN THE

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ADMINISTRATIVE AGENT AND LENDERS AND SUCH INDEPENDENT AUDITOR IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;

        2. AS SOON AS AVAILABLE, BUT NOT LATER THAN 45 DAYS AFTER THE END OF
EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR, COMMENCING WITH THE
FISCAL QUARTER ENDED DECEMBER 31, 2006, A COPY OF THE UNAUDITED CONSOLIDATED
BALANCE SHEET OF THE COMPANY AND ITS SUBSIDIARIES AS OF THE END OF SUCH QUARTER
AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME FOR SUCH QUARTER AND THE YEAR
TO DATE PERIOD THEN ENDED, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE PERIOD
COMMENCING ON THE FIRST DAY OF THE FISCAL YEAR AND ENDING ON THE LAST DAY OF
SUCH QUARTER, AND CERTIFIED BY A RESPONSIBLE OFFICER AS FAIRLY PRESENTING, IN
ACCORDANCE WITH GAAP (SUBJECT TO ORDINARY, GOOD FAITH YEAR-END AUDIT
ADJUSTMENTS), THE FINANCIAL POSITION AND THE RESULTS OF OPERATIONS OF THE
COMPANY AND THE SUBSIDIARIES;

        3. PROMPTLY WHEN AVAILABLE AND IN ANY EVENT WITHIN 45 DAYS AFTER THE
CLOSE OF EACH FISCAL YEAR COMMENCING WITH THE FISCAL YEAR ENDING DECEMBER 31,
2006, A BUSINESS AND FINANCIAL PLAN, INCLUDING PROJECTIONS OF CONSOLIDATED CASH
FLOWS AND STATEMENTS OF INCOME, FOR THE COMPANY AND ITS SUBSIDIARIES FOR THE
THEN CURRENT FISCAL YEAR, SETTING FORTH SUCH CONSOLIDATED PROJECTIONS ON A
QUARTER-BY-QUARTER BASIS AND INCLUDING A PROJECTED YEAR-END CONSOLIDATED BALANCE
SHEET; AND

        4. PROMPTLY UPON RECEIPT THEREOF, COPIES OF ALL STATEMENTS AS TO THE
MATERIAL WEAKNESSES OF ACCOUNTING CONTROLS SUBMITTED TO THE COMPANY BY
INDEPENDENT PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL OR INTERIM AUDIT
MADE BY SUCH ACCOUNTANTS OF THE FINANCIAL STATEMENTS OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES.

        To the extent included therein, the information required to be delivered
pursuant to this Section 6.01 may be delivered by delivery of the financial
statements and reports required to be delivered pursuant to Section 6.02(c).

        B. CERTIFICATES; OTHER INFORMATION. THE COMPANY SHALL FURNISH TO THE
ADMINISTRATIVE AGENT, AND UPON RECEIPT THEREOF THE ADMINISTRATIVE AGENT SHALL
FURNISH TO EACH LENDER:

        1. CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTION 6.01(A), A CERTIFICATE OF THE INDEPENDENT AUDITOR STATING THAT IN
MAKING THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY
DEFAULT OR EVENT OF DEFAULT, EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;

        2. CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED
TO IN SECTIONS 6.01(A) AND (B), A COMPLIANCE CERTIFICATE EXECUTED BY A
RESPONSIBLE OFFICER;

        3. PROMPTLY, COPIES (WHICH MAY BE IN ELECTRONIC FORMAT) OF ALL FINANCIAL
STATEMENTS AND REPORTS THAT THE COMPANY SENDS TO ITS SHAREHOLDERS, AND COPIES OF
ALL FINANCIAL STATEMENTS AND REGULAR, PERIODICAL OR SPECIAL REPORTS (INCLUDING
FORMS 10-K, 10-Q AND 8-K BUT NOT INCLUDING FORMS 3, 4 OR 5) THAT THE COMPANY OR
ANY SUBSIDIARY MAY MAKE TO, OR FILE WITH, THE SEC; AND

        4. PROMPTLY, SUCH ADDITIONAL INFORMATION REGARDING THE BUSINESS,
FINANCIAL OR CORPORATE AFFAIRS OF THE COMPANY OR ANY SUBSIDIARY AS THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY LENDER, MAY FROM TIME TO TIME
REASONABLY REQUEST.

        C. NOTICES. THE COMPANY SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT
AND EACH LENDER:

        1. OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, UPON A
RESPONSIBLE OFFICER BECOMING AWARE THEREOF;

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        2. OF ANY MATTER THAT HAS RESULTED OR MAY (IN THE REASONABLE JUDGMENT OF
THE COMPANY), REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
INCLUDING (I) BREACH OR NON-PERFORMANCE OF, OR ANY DEFAULT UNDER, A CONTRACTUAL
OBLIGATION OF THE COMPANY OR ANY SUBSIDIARY; (II) ANY DISPUTE, LITIGATION,
INVESTIGATION, PROCEEDING OR SUSPENSION BETWEEN THE COMPANY OR ANY SUBSIDIARY
AND ANY GOVERNMENTAL AUTHORITY; OR (III) THE COMMENCEMENT OF, OR ANY MATERIAL
DEVELOPMENT IN, ANY LITIGATION OR PROCEEDING AFFECTING THE COMPANY OR ANY
SUBSIDIARY, INCLUDING PURSUANT TO ANY APPLICABLE ENVIRONMENTAL LAWS;

        3. OF THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS AFFECTING THE
COMPANY OR ANY ERISA AFFILIATE (BUT IN NO EVENT MORE THAN 30 DAYS AFTER SUCH
EVENT), AND DELIVER TO THE ADMINISTRATIVE AGENT AND EACH LENDER A COPY OF ANY
NOTICE WITH RESPECT TO SUCH EVENT THAT IS FILED WITH A GOVERNMENTAL AUTHORITY
AND ANY NOTICE DELIVERED BY A GOVERNMENTAL AUTHORITY TO THE COMPANY OR ANY ERISA
AFFILIATE WITH RESPECT TO SUCH EVENT:

                AN ERISA EVENT OR EVENTS WHICH COULD REASONABLY BE EXPECTED TO
        RESULT IN LIABILITY OF THE COMPANY IN AN AGGREGATE AMOUNT IN EXCESS OF
        $25,000,000; OR

                THE UNFUNDED PENSION LIABILITY AMONG ALL PENSION PLANS IS
        REASONABLY EXPECTED TO EXCEED $25,000,000.

        4. OF ANY MATERIAL CHANGE IN ACCOUNTING POLICIES OR FINANCIAL REPORTING
PRACTICES BY THE COMPANY OR ANY OF ITS CONSOLIDATED SUBSIDIARIES; AND

        5. OF ANY ANNOUNCEMENT BY MOODY'S, S&P OR FITCH OF ANY CHANGE IN A DEBT
RATING.

        Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Company or any affected
Subsidiary proposes to take with respect thereto and at what time (although the
failure to take any such action shall not constitute a Default or Event of
Default under this Agreement). Each notice under Section 6.03(a) shall describe
each Default or Event of Default which has occurred or which is expected to
occur.

        D. PRESERVATION OF CORPORATE EXISTENCE, ETC. THE COMPANY SHALL, AND
SHALL CAUSE EACH MATERIAL SUBSIDIARY TO:

        1. PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ITS CORPORATE
EXISTENCE AND GOOD STANDING UNDER THE LAWS OF ITS STATE OR JURISDICTION OF
INCORPORATION, EXCEPT AS OTHERWISE PERMITTED BY THIS AGREEMENT;

        2. PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ALL GOVERNMENTAL
RIGHTS, PRIVILEGES, QUALIFICATIONS, PERMITS, LICENSES AND FRANCHISES NECESSARY
OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS EXCEPT IN CONNECTION WITH
TRANSACTIONS PERMITTED BY SECTION 7.03 AND SALES OF ASSETS PERMITTED BY SECTION
7.02 AND EXCEPT FOR ANY OF THE FOREGOING THE EXPIRATION OR TERMINATION OF WHICH
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;

        3. USE REASONABLE EFFORTS, IN THE ORDINARY COURSE OF BUSINESS, TO
PRESERVE ITS BUSINESS ORGANIZATION; AND

        4. PRESERVE OR RENEW ALL OF ITS REGISTERED PATENTS, TRADEMARKS, TRADE
NAMES AND SERVICE MARKS, THE NON-PRESERVATION OF WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

        E. MAINTENANCE OF PROPERTY. THE COMPANY SHALL MAINTAIN, AND SHALL CAUSE
EACH MATERIAL SUBSIDIARY TO MAINTAIN, AND PRESERVE ALL ITS PROPERTY WHICH IS
USED IN ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED EXCEPT WHERE THE FAILURE

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TO SO MAINTAIN OR PRESERVE COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT AND EXCEPT AS PERMITTED BY SECTION 7.02.

        F. INSURANCE. THE COMPANY SHALL MAINTAIN, AND SHALL CAUSE EACH
SUBSIDIARY TO MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INDEPENDENT
INSURERS, INSURANCE WITH RESPECT TO ITS PROPERTIES AND BUSINESS AGAINST LOSS OR
DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY PERSONS ENGAGED IN THE SAME
OR SIMILAR BUSINESS, OF SUCH TYPES AND IN SUCH AMOUNTS AS ARE CUSTOMARILY
CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER PERSONS, PROVIDED THAT THE
COMPANY AND ITS SUBSIDIARIES MAY SELF-INSURE AGAINST SUCH RISKS AND IN SUCH
AMOUNTS AS IS USUALLY SELF-INSURED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES
AND OWNING SIMILAR PROPERTIES IN THE SAME GENERAL AREAS IN WHICH THE COMPANY OR
SUCH SUBSIDIARY OPERATES.

        G. PAYMENT OF TAX OBLIGATIONS. THE COMPANY SHALL, AND SHALL CAUSE EACH
SUBSIDIARY TO, PAY AND DISCHARGE AS THE SAME SHALL BECOME DUE AND PAYABLE, ALL
TAX LIABILITIES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT OR ITS
PROPERTIES OR ASSETS, UNLESS THE SAME ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND ADEQUATE RESERVES IN ACCORDANCE WITH GAAP ARE BEING
MAINTAINED BY THE COMPANY OR SUCH SUBSIDIARY.

        H. COMPLIANCE WITH LAWS. THE COMPANY SHALL COMPLY, AND SHALL CAUSE EACH
SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL REQUIREMENTS OF LAW OF
ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER IT OR ITS BUSINESS
(INCLUDING THE FEDERAL FAIR LABOR STANDARDS ACT), EXCEPT WHERE THE FAILURE TO SO
COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

        I. COMPLIANCE WITH ERISA. THE COMPANY SHALL, AND SHALL CAUSE EACH OF ITS
ERISA AFFILIATES TO: (A) MAINTAIN EACH PLAN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER FEDERAL OR
STATE LAW; (B) CAUSE EACH PLAN WHICH IS QUALIFIED UNDER SECTION 401(A) OF THE
CODE TO MAINTAIN SUCH QUALIFICATION; AND (C) MAKE ALL REQUIRED CONTRIBUTIONS TO
ANY PLAN SUBJECT TO SECTION 412 OF THE CODE EXCEPT, IN THE CASE OF (A), (B) AND
(C) ABOVE WHERE SUCH FAILURE TO MAINTAIN OR CONTRIBUTE COULD NOT REASONABLY BE
EXPECTED TO RESULT IN LIABILITY OF THE COMPANY IN EXCESS OF $25,000,000 IN THE
AGGREGATE.

        J. INSPECTION OF PROPERTY AND BOOKS AND RECORDS. THE COMPANY SHALL
MAINTAIN AND SHALL CAUSE EACH SUBSIDIARY TO MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP
CONSISTENTLY APPLIED SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND MATTERS
INVOLVING THE ASSETS AND BUSINESS OF THE COMPANY AND SUCH SUBSIDIARY. THE
COMPANY SHALL PERMIT, AND SHALL CAUSE EACH SUBSIDIARY TO PERMIT, REPRESENTATIVES
AND INDEPENDENT CONTRACTORS OF THE ADMINISTRATIVE AGENT OR REPRESENTATIVES OF
ANY LENDER TO VISIT AND INSPECT ANY OF THEIR RESPECTIVE PROPERTIES, TO EXAMINE
THEIR RESPECTIVE CORPORATE, FINANCIAL AND OPERATING RECORDS, AND MAKE COPIES
THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS THEIR RESPECTIVE AFFAIRS,
FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, AND, IN THE
PRESENCE OF THE COMPANY IF THE COMPANY SHALL SO REQUEST, THE INDEPENDENT
AUDITOR, ALL SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN AS
MAY BE REASONABLY DESIRED, UPON REASONABLE ADVANCE NOTICE TO THE COMPANY.

        K. ENVIRONMENTAL LAWS. THE COMPANY SHALL, AND SHALL CAUSE EACH
SUBSIDIARY TO, CONDUCT ITS OPERATIONS AND KEEP AND MAINTAIN ITS PROPERTY IN
COMPLIANCE WITH ALL ENVIRONMENTAL LAWS, EXCEPT WHERE THE FAILURE TO SO COMPLY
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.

        L. USE OF PROCEEDS. THE COMPANY SHALL USE THE PROCEEDS OF THE LOANS (I)
TO REFINANCE EXISTING DEBT OF THE COMPANY AND ITS SUBSIDIARIES AND (II) FOR
WORKING CAPITAL AND OTHER GENERAL CORPORATE PURPOSES (INCLUDING ACQUISITIONS)
NOT IN CONTRAVENTION OF ANY REQUIREMENT OF LAW (INCLUDING REGULATIONS T, U AND X
OF THE FRB) OR OF ANY LOAN DOCUMENT.

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                     VII. NEGATIVE AND FINANCIAL COVENANTS

        So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid, unless the Required Lenders waive
compliance in writing:

        A. LIMITATION ON LIENS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, MAKE, CREATE, INCUR, ASSUME OR
SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY PART OF ITS PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OTHER THAN THE FOLLOWING ("PERMITTED
LIENS"):

        1. ANY LIEN EXISTING ON PROPERTY OF THE COMPANY OR ANY SUBSIDIARY ON THE
CLOSING DATE AND SET FORTH IN SCHEDULE 7.01 SECURING INDEBTEDNESS OUTSTANDING ON
SUCH DATE;

        2. ANY LIEN CREATED UNDER ANY LOAN DOCUMENT;

        3. LIENS FOR TAXES, FEES, ASSESSMENTS OR OTHER GOVERNMENTAL CHARGES
WHICH ARE NOT DELINQUENT OR REMAIN PAYABLE WITHOUT PENALTY, OR TO THE EXTENT
THAT NON-PAYMENT THEREOF IS PERMITTED BY SECTION 6.07, PROVIDED THAT NO NOTICE
OF LIEN HAS BEEN FILED OR RECORDED UNDER THE CODE;

        4. CARRIERS', WAREHOUSEMEN'S, MECHANICS', LANDLORDS', MATERIALMEN'S,
REPAIRMEN'S OR OTHER SIMILAR LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS
WHICH ARE NOT DELINQUENT FOR MORE THAN 90 DAYS OR REMAIN PAYABLE WITHOUT PENALTY
OR WHICH ARE BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS, WHICH
PROCEEDINGS HAVE THE EFFECT OF PREVENTING THE FORFEITURE OR SALE OF THE PROPERTY
SUBJECT THERETO;

        5. LIENS (OTHER THAN ANY LIEN IMPOSED BY ERISA) CONSISTING OF PLEDGES OR
DEPOSITS REQUIRED IN THE ORDINARY COURSE OF BUSINESS IN CONNECTION WITH WORKERS'
COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL SECURITY LEGISLATION;

        6. LIENS ON THE PROPERTY OF THE COMPANY OR ITS SUBSIDIARY SECURING (I)
THE NON-DELINQUENT PERFORMANCE OF BIDS, TRADE CONTRACTS (OTHER THAN FOR BORROWED
MONEY), LEASES, STATUTORY OBLIGATIONS, (II) CONTINGENT OBLIGATIONS ON SURETY AND
APPEAL BONDS, AND (III) OTHER NON-DELINQUENT OBLIGATIONS OF A LIKE NATURE; IN
EACH CASE, INCURRED IN THE ORDINARY COURSE OF BUSINESS AND TREATING AS
NON-DELINQUENT ANY DELINQUENCY WHICH IS BEING CONTESTED IN GOOD FAITH AND BY
APPROPRIATE PROCEEDINGS, WHICH PROCEEDINGS HAVE THE EFFECT OF PREVENTING THE
FORFEITURE OR SALE OF THE PROPERTY SUBJECT THERETO;

        7. LIENS CONSISTING OF JUDGMENT OR JUDICIAL ATTACHMENT LIENS WITH
RESPECT TO JUDGMENTS WHICH DO NOT CONSTITUTE AN EVENT OF DEFAULT AND IN THE
AGGREGATE DO NOT EXCEED $25,000,000;

        8. EASEMENTS, RIGHTS-OF-WAY, RESTRICTIONS AND OTHER SIMILAR ENCUMBRANCES
WHICH, IN THE AGGREGATE, ARE NOT SUBSTANTIAL IN AMOUNT, AND WHICH DO NOT IN ANY
CASE MATERIALLY DETRACT FROM THE VALUE OF THE PROPERTY SUBJECT THERETO OR
INTERFERE WITH THE ORDINARY CONDUCT OF THE BUSINESSES OF THE COMPANY AND ITS
SUBSIDIARIES;

        9. LIENS ON ASSETS OF PERSONS WHICH BECOME SUBSIDIARIES AFTER THE DATE
OF THIS AGREEMENT, PROVIDED, HOWEVER, THAT SUCH LIENS EXISTED AT THE TIME THE
RESPECTIVE PERSONS BECAME SUBSIDIARIES AND WERE NOT CREATED IN ANTICIPATION
THEREOF AND SUCH LIENS DO NOT EXTEND TO ANY OTHER PROPERTY OF THE COMPANY
(EXCEPT PROCEEDS OF SUCH PROPERTY, AND IN THE CASE OF LIENS ON REAL ESTATE OR
EQUIPMENT, ITEMS WHICH BECOME FIXTURES ON SUCH REAL ESTATE OR ARE ACCESSIONS TO
SUCH EQUIPMENT PURSUANT TO THE TERMS OF THE ORIGINAL AGREEMENT GOVERNING SUCH
LIEN);

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        10. PURCHASE MONEY SECURITY INTERESTS ON ANY PROPERTY ACQUIRED OR HELD
BY THE COMPANY OR ITS SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS, SECURING
INDEBTEDNESS INCURRED OR ASSUMED FOR THE PURPOSE OF FINANCING ALL OR ANY PART OF
THE COST OF ACQUIRING SUCH PROPERTY; PROVIDED THAT (I) ANY SUCH LIEN ATTACHES TO
SUCH PROPERTY CONCURRENTLY WITH OR WITHIN 90 DAYS AFTER THE ACQUISITION THEREOF,
(II) SUCH LIEN ATTACHES SOLELY TO THE PROPERTY SO ACQUIRED IN SUCH TRANSACTION
AND THE PROCEEDS THEREOF, (III) THE PRINCIPAL AMOUNT OF THE DEBT SECURED THEREBY
DOES NOT EXCEED 100% OF THE COST OF SUCH PROPERTY, AND (IV) THE PRINCIPAL AMOUNT
OF THE INDEBTEDNESS SECURED BY ANY AND ALL SUCH PURCHASE MONEY SECURITY
INTERESTS, TOGETHER WITH INDEBTEDNESS PERMITTED UNDER SECTION 7.05(D) AND
ATTRIBUTABLE INDEBTEDNESS IN RESPECT OF SALE AND LEASEBACK TRANSACTIONS
OUTSTANDING AND PERMITTED BY SECTION 7.13(A), SHALL NOT AT ANY TIME EXCEED
$40,000,000;

        11. LIENS ARISING SOLELY BY VIRTUE OF ANY STATUTORY OR COMMON LAW
PROVISION RELATING TO BANKER'S LIENS, RIGHTS OF SET-OFF OR SIMILAR RIGHTS AND
REMEDIES AS TO DEPOSIT ACCOUNTS OR OTHER FUNDS MAINTAINED WITH A CREDITOR
DEPOSITORY INSTITUTION; PROVIDED THAT (I) SUCH DEPOSIT ACCOUNT IS NOT A
DEDICATED CASH COLLATERAL ACCOUNT AND IS NOT SUBJECT TO RESTRICTIONS AGAINST
ACCESS BY THE COMPANY IN EXCESS OF THOSE SET FORTH BY REGULATIONS PROMULGATED BY
THE FRB, AND (II) SUCH DEPOSIT ACCOUNT IS NOT INTENDED BY THE COMPANY OR ANY
SUBSIDIARY TO PROVIDE COLLATERAL TO THE DEPOSITORY INSTITUTION;

        12. LIENS CONSISTING OF PLEDGES OF CASH COLLATERAL OR GOVERNMENT
SECURITIES, TO SECURE ON A MARK-TO-MARKET BASIS PERMITTED SWAP OBLIGATIONS
(INCLUDING CUSTOMARY NETTING ARRANGEMENTS THEREIN) ONLY, PROVIDED THAT (I) THE
COUNTERPARTY TO ANY SWAP CONTRACT RELATING TO SUCH PERMITTED SWAP OBLIGATIONS IS
UNDER A SIMILAR REQUIREMENT TO DELIVER SIMILAR COLLATERAL FROM TIME TO TIME TO
THE COMPANY OR THE SUBSIDIARY PARTY THERETO ON A MARK-TO-MARKET BASIS; AND (II)
THE AGGREGATE VALUE OF SUCH COLLATERAL SO PLEDGED BY THE COMPANY AND THE
SUBSIDIARIES TOGETHER IN FAVOR OF ANY COUNTERPARTY DOES NOT AT ANY TIME EXCEED
$10,000,000;

        13. LIENS SECURING REIMBURSEMENT OBLIGATIONS FOR LETTERS OF CREDIT WHICH
ENCUMBER ONLY GOODS AND RIGHTS RELATED THERETO, OR DOCUMENTS OF TITLE COVERING
GOODS, WHICH ARE PURCHASED IN TRANSACTIONS FOR WHICH SUCH LETTERS OF CREDIT ARE
ISSUED;

        14. ANY EXTENSION, RENEWAL OR SUBSTITUTION OF OR FOR ANY OF THE
FOREGOING LIENS; PROVIDED THAT (I) THE INDEBTEDNESS OR OTHER OBLIGATION OR
LIABILITY SECURED BY THE APPLICABLE LIEN SHALL NOT EXCEED THE INDEBTEDNESS OR
OTHER OBLIGATION OR LIABILITY EXISTING IMMEDIATELY PRIOR TO SUCH EXTENSION,
RENEWAL OR SUBSTITUTION AND (II) THE LIEN SECURING SUCH INDEBTEDNESS OR OTHER
OBLIGATION OR LIABILITY SHALL BE LIMITED TO THE PROPERTY WHICH, IMMEDIATELY
PRIOR TO SUCH EXTENSION, RENEWAL OR SUBSTITUTION, SECURED SUCH INDEBTEDNESS OR
OTHER OBLIGATION OR LIABILITY; AND

        15. OTHER LIENS SECURING OBLIGATIONS WHICH, TOGETHER WITH THE AMOUNT OF
ATTRIBUTABLE INDEBTEDNESS IN RESPECT OF SALE AND LEASEBACK TRANSACTIONS
OUTSTANDING AND PERMITTED BY SECTION 7.13(B), DO NOT EXCEED $10,000,000 IN THE
AGGREGATE AT ANY ONE TIME OUTSTANDING.

        B. DISPOSITION OF ASSETS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, DIRECTLY OR INDIRECTLY, SELL, ASSIGN, LEASE, CONVEY,
TRANSFER OR OTHERWISE DISPOSE OF (COLLECTIVELY, A "DISPOSITION") (WHETHER IN ONE
OR A SERIES OF TRANSACTIONS) ANY PROPERTY (INCLUDING ACCOUNTS AND NOTES
RECEIVABLE, WITH OR WITHOUT RECOURSE) OR ENTER INTO ANY AGREEMENT TO DO ANY OF
THE FOREGOING, EXCEPT:

        1. DISPOSITIONS OF INVENTORY, OR USED, WORN-OUT, OBSOLETE OR SURPLUS
EQUIPMENT OR INTELLECTUAL PROPERTY, ALL IN THE ORDINARY COURSE OF BUSINESS;

        2. DISPOSITIONS OF EQUIPMENT AND OTHER FIXED ASSETS TO THE EXTENT THAT
SUCH EQUIPMENT OR OTHER FIXED ASSETS IS EXCHANGED FOR CREDIT AGAINST THE
PURCHASE PRICE OF SIMILAR

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REPLACEMENT EQUIPMENT OR OTHER FIXED ASSETS, OR THE PROCEEDS OF SUCH SALE ARE
REASONABLY PROMPTLY APPLIED TO THE PURCHASE PRICE OF SUCH REPLACEMENT EQUIPMENT
OR OTHER FIXED ASSETS;

      3. DISPOSITIONS OF ACCOUNTS RECEIVABLE PURSUANT TO A PERMITTED RECEIVABLES
PURCHASE FACILITY;

      4. DISPOSITION OF ASSETS RECEIVED IN CONNECTION WITH THE BANKRUPTCY OR
REORGANIZATION OF SUPPLIERS AND CUSTOMERS AND IN SETTLEMENT OF DELINQUENT
OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND SUPPLIERS ARISING IN THE
ORDINARY COURSE OF BUSINESS;

      5. DISPOSITIONS OF ASSETS BETWEEN AND AMONG THE COMPANY AND ITS
WHOLLY-OWNED SUBSIDIARIES THAT ARE DOMESTIC SUBSIDIARIES, AND DISPOSITIONS OF
ASSETS BETWEEN AND AMONG WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY THAT ARE
FOREIGN SUBSIDIARIES;

      6. SALES OF ACCOUNTS RECEIVABLE BY FOREIGN SUBSIDIARIES WHICH DO NOT
PROVIDE DIRECTLY OR INDIRECTLY FOR RECOURSE FOR CREDIT LOSSES AGAINST THE SELLER
OF SUCH ACCOUNTS RECEIVABLE OR AGAINST ANY OF SUCH SELLER'S AFFILIATES AND WHICH
ARE DONE ON CUSTOMARY MARKET TERMS OR ON OTHER TERMS SATISFACTORY TO THE
ADMINISTRATIVE AGENT; AND

      7. DISPOSITIONS NOT OTHERWISE PERMITTED HEREUNDER WHICH ARE MADE FOR FAIR
MARKET VALUE; PROVIDED, THAT (I) AT THE TIME OF ANY DISPOSITION, NO EVENT OF
DEFAULT SHALL EXIST OR SHALL RESULT FROM SUCH DISPOSITION, (II) THE AGGREGATE
SALES PRICE FROM SUCH DISPOSITION SHALL BE PAID IN CASH (PROVIDED, THAT THE
COMPANY MAY ACCEPT PROMISSORY NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING
AT ANY TIME NOT TO EXCEED $10,000,000), AND (III) THE AGGREGATE VALUE OF ALL
ASSETS SO SOLD BY THE COMPANY AND ITS SUBSIDIARIES PURSUANT TO THIS SUBSECTION
(G), TOGETHER, SHALL NOT EXCEED IN ANY FISCAL YEAR, 10% OF CONSOLIDATED TOTAL
ASSETS AS OF THE END OF THE MOST RECENT FISCAL YEAR (BUT EXCLUDING, FOR PURPOSES
OF CALCULATION OF SUCH 10% AMOUNT, THE ASSETS OF ANY OPERATING BUSINESS SOLD AS
A WHOLE IN COMPLIANCE WITH THE PROVISO AT THE END OF THIS SUBSECTION), PROVIDED
FURTHER THAT THE SALE BY THE COMPANY OR ANY SUBSIDIARY OF ONE OR MORE OPERATING
BUSINESS IN ONE YEAR WHICH, IN THE AGGREGATE, ACCOUNTS FOR MORE THAN 10% OF
EBITDA OF THE COMPANY AS OF THE MOST RECENTLY ENDED FISCAL YEAR SHALL REQUIRE
THE CONSENT OF THE REQUIRED LENDERS AND THE COMPANY, ON A PRO FORMA BASIS
CALCULATED AS OF THE LAST DAY OF THE MOST RECENTLY COMPLETED FISCAL QUARTER,
SHALL BE IN COMPLIANCE WITH THE LEVERAGE RATIO AS OF THE DATE OF SUCH
DISPOSITION.

      C. CONSOLIDATIONS AND MERGERS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER
OR PERMIT ANY SUBSIDIARY TO, MERGE OR CONSOLIDATE WITH OR INTO ANY PERSON,
EXCEPT:

      1. ANY SUBSIDIARY MAY MERGE WITH THE COMPANY, PROVIDED THAT THE COMPANY
SHALL BE THE CONTINUING OR SURVIVING CORPORATION, OR WITH ANY ONE OR MORE
SUBSIDIARIES, PROVIDED THAT IF ANY TRANSACTION SHALL BE BETWEEN A SUBSIDIARY AND
A WHOLLY-OWNED SUBSIDIARY, THE WHOLLY-OWNED SUBSIDIARY SHALL BE THE CONTINUING
OR SURVIVING CORPORATION; AND

      2. ANY SUBSIDIARY MAY SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS (UPON
VOLUNTARY LIQUIDATION OR OTHERWISE), TO THE COMPANY OR ANOTHER WHOLLY-OWNED
SUBSIDIARY OR AS OTHERWISE PERMITTED BY SECTION 7.02.

Any Disposition of assets which would be permitted by Section 7.02 or any
Investment permitted by Section 7.04 may also be done via merger or
consolidation and such merger or consolidation (which results solely in a
Disposition otherwise permitted by Section 7.02 or Investment otherwise
permitted by Section 7.04, as the case may be) shall be permitted pursuant to
this Section 7.03.

      D. LOANS AND INVESTMENTS. THE COMPANY SHALL NOT PURCHASE OR ACQUIRE, OR
SUFFER OR PERMIT ANY SUBSIDIARY TO PURCHASE OR ACQUIRE, OR MAKE ANY COMMITMENT
THEREFOR, ANY CAPITAL STOCK, EQUITY INTEREST, OR ANY OBLIGATIONS OR OTHER
SECURITIES OF, OR ANY INTEREST IN, ANY PERSON,

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OR MAKE OR COMMIT TO MAKE (UNLESS CONTINGENT UPON A WAIVER OR AMENDMENT OF THE
TERMS HEREOF) ANY ACQUISITIONS, OR MAKE OR COMMIT TO MAKE ANY ADVANCE, LOAN,
EXTENSION OF CREDIT OR CAPITAL CONTRIBUTION TO OR ANY OTHER INVESTMENT IN, ANY
PERSON INCLUDING ANY AFFILIATE OF THE COMPANY (TOGETHER, "INVESTMENTS"), EXCEPT
FOR:

      1. INVESTMENTS HELD BY THE COMPANY OR SUBSIDIARY IN THE FORM OF CASH OR
CASH EQUIVALENTS;

      2. EXTENSIONS OF CREDIT IN THE NATURE OF ACCOUNTS RECEIVABLE OR NOTES
RECEIVABLE ARISING FROM THE SALE OR LEASE OF GOODS OR SERVICES IN THE ORDINARY
COURSE OF BUSINESS;

      3. EXTENSIONS OF CREDIT BY THE COMPANY OR ITS SUBSIDIARIES TO THEIR
EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS FOR TRAVEL, RELOCATION AND RELATED
EXPENSES;

      4. EXISTING INVESTMENTS IN SUBSIDIARIES AND THE OTHER INVESTMENTS
IDENTIFIED ON SCHEDULE 7.04 (IN EACH CASE, AS SUCH INVESTMENTS MAY BE ADJUSTED
DUE TO APPRECIATION, REPAYMENT OF PRINCIPAL, PAYMENT OF INTEREST, RETURN OF
CAPITAL AND SIMILAR CIRCUMSTANCES);

      5. ADDITIONAL INVESTMENTS IN ANY SUBSIDIARY (OTHER THAN AN INVESTMENT
CONSTITUTING AN ACQUISITION WHICH SHALL BE GOVERNED BY SUBSECTION (F) BELOW);

      6. INVESTMENTS CONSTITUTING A PERMITTED ACQUISITION;

      7. INVESTMENTS CONSTITUTING PERMITTED SWAP OBLIGATIONS OR PAYMENTS OR
ADVANCES UNDER SWAP CONTRACTS RELATING TO PERMITTED SWAP OBLIGATIONS;

      8. INVESTMENTS HELD BY ANY SUBSIDIARY OF THE COMPANY IN ANY OF ITS
CUSTOMERS OR SUPPLIERS WHICH ARE RECEIVED AS DISTRIBUTIONS IN BANKRUPTCY
PROCEEDINGS OR AS NEGOTIATED SETTLEMENTS FOR OBLIGATIONS INCURRED TO IT BY SUCH
CUSTOMER FOR THE PURCHASE OF GOODS MANUFACTURED OR SERVICES PROVIDED BY IT;

      9. INVESTMENTS BY WAY OF STOCK OR SIMILAR OWNERSHIP INTERESTS OF 50% OR
LESS IN ANY PERSON IN AN AGGREGATE AMOUNT NOT TO EXCEED $50,000,000 AT ANY ONE
TIME OUTSTANDING;

      10. INVESTMENTS BY WAY OF PROMISSORY NOTES RECEIVED IN CONNECTION WITH A
DISPOSITION PERMITTED BY SECTION 7.02(G);

      11. INVESTMENTS IN A RECEIVABLES SUBSIDIARY PRIOR TO THE OCCURRENCE AND
CONTINUATION OF AN EVENT OF DEFAULT WHICH IN THE JUDGMENT OF THE COMPANY ARE
REASONABLY NECESSARY IN CONNECTION WITH ANY PERMITTED RECEIVABLES PURCHASE
FACILITY; AND

      12. ADDITIONAL INVESTMENTS OF A NATURE NOT CONTEMPLATED BY THE FOREGOING
SUBSECTIONS (A) THROUGH (K) NOT TO EXCEED $50,000,000 IN THE AGGREGATE AT ANY
TIME OUTSTANDING, PROVIDED, HOWEVER, THAT THIS CLAUSE SHALL NOT BE CONSTRUED TO
PERMIT ADDITIONAL INVESTMENTS IN OWNERSHIP INTERESTS OF 50% OR LESS IN ANY
PERSON WHICH WOULD NOT BE PERMITTED BY SUBSECTION (I) ABOVE.

      E. LIMITATION ON INDEBTEDNESS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER
OR PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME, SUFFER TO EXIST, OR
OTHERWISE BECOME OR REMAIN DIRECTLY OR INDIRECTLY LIABLE WITH RESPECT TO, ANY
INDEBTEDNESS, EXCEPT:

      1. INDEBTEDNESS INCURRED PURSUANT TO THIS AGREEMENT;

      2. INDEBTEDNESS CONSISTING OF CONTINGENT OBLIGATIONS PERMITTED PURSUANT TO
SECTION 7.07;

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      3. INDEBTEDNESS EXISTING ON THE CLOSING DATE AND SET FORTH IN SCHEDULE
7.05, AND ANY REFINANCING INDEBTEDNESS WITH RESPECT THERETO;

      4. INDEBTEDNESS SECURED BY LIENS PERMITTED BY SECTION 7.01(J) IN AN
AGGREGATE AMOUNT OUTSTANDING AT ANY TIME NOT TO EXCEED $40,000,000;

      5. INTERCOMPANY INDEBTEDNESS TO THE EXTENT PERMITTED BY SECTION 7.04;
PROVIDED, HOWEVER, THAT IN THE EVENT OF ANY SUBSEQUENT ISSUANCE OR TRANSFER OF
ANY CAPITAL STOCK WHICH RESULTS IN THE HOLDER OF SUCH INDEBTEDNESS CEASING TO BE
A SUBSIDIARY OF THE COMPANY OR ANY SUBSEQUENT TRANSFER OF SUCH INDEBTEDNESS
(OTHER THAN TO THE COMPANY OR ANY OF ITS SUBSIDIARIES) SUCH INDEBTEDNESS SHALL
BE REQUIRED TO BE PERMITTED UNDER ANOTHER CLAUSE OF THIS SECTION 7.05; PROVIDED,
FURTHER, HOWEVER, THAT IN THE CASE OF INTERCOMPANY INDEBTEDNESS CONSISTING OF A
LOAN OR ADVANCE TO THE COMPANY, EACH SUCH LOAN OR ADVANCE SHALL BE SUBORDINATED
TO THE INDEFEASIBLE PAYMENT IN FULL OF ALL OF THE COMPANY'S OBLIGATIONS PURSUANT
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS;

      6. SUBORDINATED DEBT OF THE COMPANY;

      7. INDEBTEDNESS OF ANY SUBSIDIARY AND UNSECURED GUARANTEES THEREOF BY THE
COMPANY, PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH INDEBTEDNESS UNDER THIS
SUBSECTION (G), TOGETHER WITH INDEBTEDNESS CONSISTING OF CONTINGENT OBLIGATIONS
OF ANY SUBSIDIARY WHICH ARE OUTSTANDING AND PERMITTED SOLELY BY SECTION 7.07(H),
DOES NOT EXCEED AT ANY TIME OUTSTANDING, 15% OF CONSOLIDATED TOTAL ASSETS;

      8. UNSECURED INDEBTEDNESS OF THE COMPANY, AS LONG AS THE COMPANY WOULD
REMAIN IN COMPLIANCE WITH SECTION 7.15 AFTER GIVING PRO FORMA EFFECT TO THE
INCURRENCE OF SUCH INDEBTEDNESS; AND

      9. RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS.

      F. TRANSACTIONS WITH AFFILIATES. THE COMPANY WILL NOT, AND WILL NOT PERMIT
ANY OF ITS SUBSIDIARIES TO, ENTER INTO, OR CAUSE, SUFFER OR PERMIT TO EXIST:

      1. ANY ARRANGEMENT OR CONTRACT WITH ANY OF ITS OTHER AFFILIATES OF A
NATURE CUSTOMARILY ENTERED INTO BY PERSONS WHICH ARE AFFILIATES OF EACH OTHER
FOR TAX OR FINANCIAL REPORTING PURPOSES (INCLUDING, WITHOUT LIMITATION,
MANAGEMENT OR SIMILAR CONTRACTS OR ARRANGEMENTS RELATING TO THE ALLOCATION OF
REVENUES, TAXES AND EXPENSES OR OTHERWISE) UNLESS SUCH ARRANGEMENT OR CONTRACT
IS FAIR AND EQUITABLE TO THE COMPANY OR SUCH SUBSIDIARY; OR

      2. ANY OTHER TRANSACTION, ARRANGEMENT OR CONTRACT WITH ANY OF ITS OTHER
AFFILIATES WHICH WOULD NOT BE ENTERED INTO BY A PRUDENT PERSON IN THE POSITION
OF THE COMPANY OR SUCH SUBSIDIARY WITH, OR WHICH IS ON TERMS WHICH ARE LESS
FAVORABLE THAN ARE OBTAINABLE FROM, ANY PERSON WHICH IS NOT ONE OF ITS
AFFILIATES;

provided, however, that nothing in this Section shall be construed to restrict
the Company from paying reasonable and customary regular fees to directors of
the Company who are not employees of the Company.

      G. CONTINGENT OBLIGATIONS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
CONTINGENT OBLIGATIONS EXCEPT:

      1. ENDORSEMENTS FOR COLLECTION OR DEPOSIT IN THE ORDINARY COURSE OF
BUSINESS;

      2. PERMITTED SWAP OBLIGATIONS;

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      3. CONTINGENT OBLIGATIONS OF THE COMPANY AND ITS SUBSIDIARIES EXISTING AS
OF THE CLOSING DATE AND LISTED IN SCHEDULE 7.07;

      4. CONTINGENT OBLIGATIONS WITH RESPECT TO SURETY INSTRUMENTS INCURRED IN
THE ORDINARY COURSE OF BUSINESS;

      5. GUARANTY OBLIGATIONS OF THE COMPANY WITH RESPECT TO ANY INDEBTEDNESS
PERMITTED PURSUANT TO THIS AGREEMENT;

      6. GUARANTY OBLIGATIONS OF THE COMPANY AND ITS SUBSIDIARIES CONSISTING OF
PAYMENT OBLIGATIONS INCURRED IN CONNECTION WITH A PERMITTED ACQUISITION;

      7. GUARANTY OBLIGATIONS OF THE COMPANY CONSISTING OF A GUARANTEE BY THE
COMPANY OF OBLIGATIONS OF A SUBSIDIARY OR BY A SUBSIDIARY OF OBLIGATIONS OF ITS
SUBSIDIARY UNDER ANY LEASE OR OTHER AGREEMENT OTHERWISE PERMITTED HEREUNDER
(INCLUDING CUSTOMARY PERFORMANCE GUARANTEES UNDER A PERMITTED RECEIVABLES
PURCHASE FACILITY) OR ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS AND, IN
EACH CASE, NOT CONSTITUTING INDEBTEDNESS; AND

      8. IN ADDITION TO OTHER CONTINGENT OBLIGATIONS PERMITTED HEREUNDER,
CONTINGENT OBLIGATIONS WHICH DO NOT EXCEED $10,000,000 IN THE AGGREGATE AT ANY
ONE TIME OUTSTANDING, PROVIDED THAT TO THE EXTENT SUCH CONTINGENT OBLIGATIONS
CONSTITUTE INDEBTEDNESS OF A SUBSIDIARY, SUCH CONTINGENT OBLIGATIONS, TOGETHER
WITH INDEBTEDNESS OF ALL SUBSIDIARIES OF THE COMPANY OUTSTANDING AND PERMITTED
SOLELY UNDER SECTION 7.05(G), SHALL NOT EXCEED 15% OF CONSOLIDATED NET WORTH.

      H. RESTRICTED PAYMENTS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, (I) DECLARE OR MAKE ANY DIVIDEND PAYMENT OR OTHER
DISTRIBUTION OF ASSETS, PROPERTIES, CASH, RIGHTS, OBLIGATIONS OR SECURITIES ON
ACCOUNT OF ANY SHARES OF ANY CLASS OF ITS CAPITAL STOCK, OR PURCHASE, REDEEM OR
OTHERWISE ACQUIRE FOR VALUE ANY SHARES OF ITS CAPITAL STOCK OR ANY WARRANTS,
RIGHTS OR OPTIONS TO ACQUIRE SUCH SHARES, NOW OR HEREAFTER OUTSTANDING, (II)
PREPAY OR REPAY ANY PRINCIPAL OF OR MAKE ANY PAYMENT OF INTEREST ON, OR REDEEM,
OR SET ASIDE ANY FUNDS FOR THE PAYMENT, PREPAYMENT OR REDEMPTION OF, OR PURCHASE
OR OTHERWISE ACQUIRE ANY INTEREST IN, ANY SUBORDINATED DEBT OR (III) MAKE ANY
DEPOSIT FOR ANY OF THE FOREGOING PURPOSES (EACH OF (I), (II) OR (III), A
"RESTRICTED PAYMENT") IF A DEFAULT OR EVENT OF DEFAULT EXISTS OR WOULD EXIST
AFTER GIVING EFFECT THERETO.

      I. ERISA. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR PERMIT ANY OF ITS
ERISA AFFILIATES TO: (A) ENGAGE IN A PROHIBITED TRANSACTION OR VIOLATION OF THE
FIDUCIARY RESPONSIBILITY RULES WITH RESPECT TO ANY PLAN WHICH HAS RESULTED OR
COULD REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF THE COMPANY IN AN
AGGREGATE AMOUNT IN EXCESS OF $25,000,000; OR (B) ENGAGE IN A TRANSACTION THAT
COULD BE SUBJECT TO SECTION 4069 OR 4212(C) OF ERISA AND WHICH COULD REASONABLY
BE EXPECTED TO RESULT IN LIABILITY OF THE COMPANY IN EXCESS OF $25,000,000.

      J. CHANGE IN BUSINESS. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, ENGAGE IN ANY MATERIAL LINE OF BUSINESS SUBSTANTIALLY
DIFFERENT FROM THOSE LINES OF BUSINESS CARRIED ON BY THE COMPANY AND ITS
SUBSIDIARIES ON THE DATE HEREOF.

      K. ACCOUNTING CHANGES. THE COMPANY SHALL NOT, AND SHALL NOT SUFFER OR
PERMIT ANY SUBSIDIARY TO, MAKE ANY SIGNIFICANT CHANGE IN ACCOUNTING TREATMENT OR
REPORTING PRACTICES, EXCEPT AS REQUIRED BY GAAP, OR CHANGE THE FISCAL YEAR OF
THE COMPANY.

      L. MODIFICATIONS, ETC. OF SUBORDINATED DEBT AND RELATED DOCUMENTS. THE
COMPANY WILL NOT CONSENT TO ANY AMENDMENT OF ANY SUBORDINATION OR SINKING FUND
PROVISIONS OR TERMS OF REQUIRED REPAYMENT OR REDEMPTION CONTAINED IN OR
APPLICABLE TO ANY SUBORDINATED DEBT OR ANY

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GUARANTY THEREOF (EXCEPT ANY EXTENSION IN TIME OF ANY SUCH SINKING FUND
PROVISION OR TERM OF REQUIRED PREPAYMENT OR REDEMPTION).

      M. SALE-LEASEBACKS. THE COMPANY SHALL NOT, NOR SHALL IT PERMIT ANY OF ITS
SUBSIDIARIES TO, DIRECTLY OR INDIRECTLY, LEASE ANY PROPERTY AS LESSEE IN
CONNECTION WITH A SALE AND LEASEBACK TRANSACTION ENTERED INTO AFTER THE CLOSING
DATE, EXCEPT FOR (A) SALE AND LEASEBACK TRANSACTIONS ENTERED INTO WITHIN 90 DAYS
AFTER ACQUIRING THE APPLICABLE PROPERTY WHERE THE ATTRIBUTABLE INDEBTEDNESS WITH
RESPECT TO SUCH SALE AND LEASEBACK TRANSACTION AND ALL OTHER OUTSTANDING SALE
AND LEASEBACK TRANSACTIONS PERMITTED PURSUANT TO THIS SUBSECTION (A) DOES NOT,
TOGETHER WITH INDEBTEDNESS PERMITTED UNDER SECTION 7.05(D), EXCEED $40,000,000,
AND (B) OTHER SALE AND LEASEBACK TRANSACTIONS WHERE THE ATTRIBUTABLE
INDEBTEDNESS, TOGETHER WITH INDEBTEDNESS SECURED BY LIENS PERMITTED BY SECTION
7.01(O), DOES NOT EXCEED $10,000,000.

      N. NO NEGATIVE PLEDGES; SUBSIDIARY PAYMENTS. THE COMPANY WILL NOT, AND
WILL NOT PERMIT ANY OF ITS SUBSIDIARIES (OTHER THAN FOREIGN SUBSIDIARIES IN
CONNECTION WITH THE FINANCINGS PERMITTED BY SECTION 7.05(G)) TO ENTER INTO OR
SUFFER TO EXIST ANY AGREEMENT (EXCEPTING THIS AGREEMENT AND ANY INSTRUMENT
EXECUTED PURSUANT HERETO AND ANY AGREEMENT GOVERNING INDEBTEDNESS PERMITTED TO
BE INCURRED UNDER SECTION 7.05(I)) (A) PROHIBITING THE CREATION OR ASSUMPTION OF
ANY SECURITY INTEREST UPON ITS PROPERTIES OR ASSETS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED OR (B) WHICH WOULD RESTRICT THE ABILITY OF ANY SUBSIDIARY TO
PAY OR MAKE DIVIDENDS OR DISTRIBUTIONS, IN CASH OR KIND, OR TO MAKE LOANS,
ADVANCES OR OTHER PAYMENTS OF WHATSOEVER NATURE, OR TO MAKE TRANSFERS OR
DISPOSITIONS OF ALL OR PART OF ITS ASSETS, IN EACH CASE TO THE COMPANY;
PROVIDED, HOWEVER, IN THE CASE OF A CONSENSUAL LIEN ON ASSETS OR PROPERTY THAT
IS PERMITTED PURSUANT TO SECTION 7.01, THE LIEN HOLDER MAY, SOLELY WITH RESPECT
OF THE ASSETS OR PROPERTY TO WHICH SUCH LIEN ATTACHES, CONTRACT FOR AND RECEIVE
A NEGATIVE PLEDGE WITH RESPECT THERETO AND THE PROCEEDS AND PRODUCTS THEREOF.

      O. FINANCIAL COVENANTS. THE COMPANY SHALL NOT:

      1. INTEREST COVERAGE RATIO. PERMIT THE INTEREST COVERAGE RATIO AS OF THE
END OF ANY FISCAL QUARTER OF THE COMPANY TO BE LESS THAN 3.00.

      2. LEVERAGE RATIO. PERMIT THE LEVERAGE RATIO AS OF THE END OF ANY FISCAL
QUARTER OF THE COMPANY TO BE GREATER THAN 3.25.

                            VIII. EVENTS OF DEFAULT

      A. EVENT OF DEFAULT. ANY OF THE FOLLOWING SHALL CONSTITUTE AN "EVENT OF
DEFAULT":

      1. NON-PAYMENT. THE COMPANY FAILS TO PAY, (I) WHEN AND AS REQUIRED TO BE
PAID HEREIN, ANY AMOUNT OF PRINCIPAL OF ANY LOAN OR ANY L/C OBLIGATION, OR (II)
WITHIN FIVE (5) DAYS AFTER THE SAME BECOMES DUE, ANY OTHER INTEREST, FEE OR ANY
OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; OR

      2. REPRESENTATION OR WARRANTY. ANY REPRESENTATION OR WARRANTY BY THE
COMPANY MADE OR DEEMED MADE HEREIN, IN ANY OTHER LOAN DOCUMENT, OR WHICH IS
CONTAINED IN ANY CERTIFICATE, DOCUMENT OR FINANCIAL OR OTHER STATEMENT BY THE
COMPANY, ANY SUBSIDIARY, OR ANY RESPONSIBLE OFFICER, FURNISHED AT ANY TIME UNDER
THIS AGREEMENT, OR IN OR UNDER ANY OTHER LOAN DOCUMENT, IS INCORRECT IN ANY
MATERIAL RESPECT ON OR AS OF THE DATE MADE OR DEEMED MADE; OR

      3. SPECIFIC DEFAULTS. THE COMPANY FAILS TO PERFORM OR OBSERVE ANY TERM,
COVENANT OR AGREEMENT (I) CONTAINED IN SECTION 7.01, 7.04, 7.05 OR 7.07 AND SUCH
FAILURE CONTINUES UNREMEDIED

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FOR TEN BUSINESS DAYS OR (II) CONTAINED IN ANY OF SECTION 6.03(A) OR 6.12 OR IN
ANY OTHER PROVISION OF ARTICLE VII; OR

      4. OTHER DEFAULTS. THE COMPANY OR ANY SUBSIDIARY PARTY THERETO FAILS TO
PERFORM OR OBSERVE ANY OTHER TERM OR COVENANT CONTAINED IN THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, AND SUCH DEFAULT SHALL CONTINUE UNREMEDIED FOR A PERIOD OF
20 DAYS AFTER THE DATE UPON WHICH WRITTEN NOTICE THEREOF IS GIVEN TO THE COMPANY
BY THE ADMINISTRATIVE AGENT OR ANY LENDER; OR

      5. CROSS-DEFAULT. (I) THE COMPANY OR ANY SUBSIDIARY (A) FAILS TO MAKE ANY
PAYMENT IN RESPECT OF ANY INDEBTEDNESS OR CONTINGENT OBLIGATION (OTHER THAN IN
RESPECT OF SWAP CONTRACTS), HAVING AN AGGREGATE PRINCIPAL AMOUNT (INCLUDING
UNDRAWN COMMITTED OR AVAILABLE AMOUNTS AND INCLUDING AMOUNTS OWING TO ALL
CREDITORS UNDER ANY COMBINED OR SYNDICATED CREDIT ARRANGEMENT) OF MORE THAN
$25,000,000 WHEN DUE (WHETHER BY SCHEDULED MATURITY, REQUIRED PREPAYMENT,
ACCELERATION, DEMAND, OR OTHERWISE) AND SUCH FAILURE CONTINUES AFTER THE
APPLICABLE GRACE OR NOTICE PERIOD, IF ANY, SPECIFIED IN THE RELEVANT DOCUMENT ON
THE DATE OF SUCH FAILURE; OR (B) FAILS TO PERFORM OR OBSERVE ANY OTHER CONDITION
OR COVENANT, OR ANY OTHER EVENT SHALL OCCUR OR CONDITION EXIST, UNDER ANY
AGREEMENT OR INSTRUMENT RELATING TO ANY SUCH INDEBTEDNESS OR CONTINGENT
OBLIGATION, AND SUCH FAILURE CONTINUES AFTER THE APPLICABLE GRACE OR NOTICE
PERIOD, IF ANY, SPECIFIED IN THE RELEVANT DOCUMENT ON THE DATE OF SUCH FAILURE
IF THE EFFECT OF SUCH FAILURE, EVENT OR CONDITION IS TO CAUSE, OR TO PERMIT THE
HOLDER OR HOLDERS OF SUCH INDEBTEDNESS OR BENEFICIARY OR BENEFICIARIES OF SUCH
INDEBTEDNESS (OR A TRUSTEE OR AGENT ON BEHALF OF SUCH HOLDER OR HOLDERS OR
BENEFICIARY OR BENEFICIARIES) TO CAUSE SUCH INDEBTEDNESS TO BE DECLARED TO BE
DUE AND PAYABLE PRIOR TO ITS STATED MATURITY, OR SUCH CONTINGENT OBLIGATION TO
BECOME PAYABLE OR CASH COLLATERAL IN RESPECT THEREOF TO BE DEMANDED; OR (II)
THERE OCCURS UNDER ANY SWAP CONTRACT AN EARLY TERMINATION DATE (AS DEFINED IN
SUCH SWAP CONTRACT) OR SIMILAR EVENT RESULTING FROM (1) ANY EVENT OF DEFAULT
UNDER SUCH SWAP CONTRACT AS TO WHICH THE COMPANY OR ANY SUBSIDIARY IS THE
DEFAULTING PARTY (AS DEFINED IN SUCH SWAP CONTRACT) OR (2) ANY TERMINATION EVENT
(AS SO DEFINED) AS TO WHICH THE COMPANY OR ANY SUBSIDIARY IS AN AFFECTED PARTY
(AS SO DEFINED), AND, IN EITHER EVENT, THE SWAP TERMINATION VALUE OWED BY THE
COMPANY OR SUCH SUBSIDIARY AS A RESULT THEREOF IS GREATER THAN $25,000,000 IN
THE AGGREGATE; OR

      6. INSOLVENCY; VOLUNTARY PROCEEDINGS. THE COMPANY OR ANY MATERIAL
SUBSIDIARY (I) CEASES OR FAILS TO BE SOLVENT, OR GENERALLY FAILS TO PAY, OR
ADMITS IN WRITING ITS INABILITY TO PAY, ITS DEBTS AS THEY BECOME DUE, SUBJECT TO
APPLICABLE GRACE PERIODS, IF ANY, WHETHER AT STATED MATURITY OR OTHERWISE; (II)
VOLUNTARILY CEASES TO CONDUCT ITS BUSINESS IN THE ORDINARY COURSE; (III)
COMMENCES ANY INSOLVENCY PROCEEDING WITH RESPECT TO ITSELF; OR (IV) TAKES ANY
ACTION TO EFFECTUATE OR AUTHORIZE ANY OF THE FOREGOING; OR

      7. INVOLUNTARY PROCEEDINGS. (I) ANY INVOLUNTARY INSOLVENCY PROCEEDING IS
COMMENCED OR FILED AGAINST THE COMPANY OR ANY MATERIAL SUBSIDIARY, OR ANY WRIT,
JUDGMENT, WARRANT OF ATTACHMENT, EXECUTION OR SIMILAR PROCESS, IS ISSUED OR
LEVIED AGAINST A SUBSTANTIAL PART OF THE COMPANY'S OR ANY MATERIAL SUBSIDIARY'S
PROPERTIES, AND ANY SUCH PROCEEDING OR PETITION SHALL NOT BE DISMISSED, OR SUCH
WRIT, JUDGMENT, WARRANT OF ATTACHMENT, EXECUTION OR SIMILAR PROCESS SHALL NOT BE
RELEASED, VACATED OR FULLY BONDED WITHIN 60 DAYS AFTER COMMENCEMENT, FILING OR
LEVY; (II) THE COMPANY OR ANY MATERIAL SUBSIDIARY ADMITS THE MATERIAL
ALLEGATIONS OF A PETITION AGAINST IT IN ANY INSOLVENCY PROCEEDING, OR AN ORDER
FOR RELIEF (OR SIMILAR ORDER UNDER NON-U.S. LAW) IS ORDERED IN ANY INSOLVENCY
PROCEEDING; OR (III) THE COMPANY OR ANY MATERIAL SUBSIDIARY ACQUIESCES IN THE
APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR, LIQUIDATOR,
MORTGAGEE IN POSSESSION (OR AGENT THEREFOR), OR OTHER SIMILAR PERSON FOR ITSELF
OR A SUBSTANTIAL PORTION OF ITS PROPERTY OR BUSINESS; OR

      8. ERISA. (I) AN ERISA EVENT OR EVENTS SHALL OCCUR WITH RESPECT TO ONE OR
MORE PENSION PLANS OR MULTIEMPLOYER PLANS WHICH HAS RESULTED IN LIABILITY OF THE
COMPANY UNDER TITLE IV OF ERISA TO SUCH PLANS OR THE PBGC IN AN AGGREGATE AMOUNT
IN EXCESS OF $25,000,000; OR (II) THE COMPANY OR ANY ERISA AFFILIATE SHALL FAIL
TO PAY WHEN DUE, AFTER THE EXPIRATION OF ANY

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APPLICABLE GRACE PERIOD, ANY INSTALLMENT PAYMENT WITH RESPECT TO ITS WITHDRAWAL
LIABILITY UNDER SECTION 4201 OF ERISA UNDER A MULTIEMPLOYER PLAN IN AN AGGREGATE
AMOUNT IN EXCESS OF $25,000,000; OR

      9. MONETARY JUDGMENTS. ONE OR MORE NON-INTERLOCUTORY JUDGMENTS,
NON-INTERLOCUTORY ORDERS, DECREES OR ARBITRATION AWARDS IS ENTERED AGAINST THE
COMPANY OR ANY SUBSIDIARY INVOLVING IN THE AGGREGATE A LIABILITY (TO THE EXTENT
NOT COVERED BY INDEPENDENT THIRD-PARTY INSURANCE AS TO WHICH THE INSURER DOES
NOT DISPUTE COVERAGE) AS TO ANY SINGLE OR RELATED SERIES OF TRANSACTIONS,
INCIDENTS OR CONDITIONS, OF $10,000,000 OR MORE, AND THE SAME SHALL REMAIN
UNSATISFIED, UNVACATED AND UNSTAYED PENDING APPEAL FOR A PERIOD OF 10 DAYS AFTER
THE ENTRY THEREOF; OR

      10. CHANGE OF CONTROL. THERE OCCURS ANY CHANGE OF CONTROL; OR

      11. INVALIDITY OF SUBORDINATION PROVISIONS. THE SUBORDINATION PROVISIONS
OF ANY AGREEMENT OR INSTRUMENT GOVERNING ANY SUBORDINATED DEBT IS FOR ANY REASON
REVOKED OR INVALIDATED, OR OTHERWISE CEASE TO BE IN FULL FORCE AND EFFECT, ANY
PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY THEREOF OR DENIES
THAT IT HAS ANY FURTHER LIABILITY OR OBLIGATION THEREUNDER, OR THE INDEBTEDNESS
HEREUNDER IS FOR ANY REASON SUBORDINATED OR DOES NOT HAVE THE PRIORITY
CONTEMPLATED BY THIS AGREEMENT OR SUCH SUBORDINATION PROVISIONS; OR

      12. INVALIDITY OF LOAN DOCUMENTS. ANY LOAN DOCUMENT, AT ANY TIME AFTER ITS
EXECUTION AND DELIVERY AND FOR ANY REASON OTHER THAN AS EXPRESSLY PERMITTED
HEREUNDER OR THEREUNDER OR SATISFACTION IN FULL OF ALL THE OBLIGATIONS, CEASES
TO BE IN FULL FORCE AND EFFECT IN ANY MATERIAL RESPECT WHICH IMPAIRS THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES HEREUNDER OR RELEASES THE COMPANY
FROM ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER; OR THE COMPANY OR ANY OTHER
PERSON CONTESTS IN ANY MANNER THE VALIDITY OR ENFORCEABILITY OF ANY LOAN
DOCUMENT; OR THE COMPANY DENIES THAT IT HAS ANY OR FURTHER LIABILITY OR
OBLIGATION UNDER ANY LOAN DOCUMENT, OR PURPORTS TO REVOKE, TERMINATE OR RESCIND
ANY LOAN DOCUMENT.

      B. REMEDIES UPON EVENT OF DEFAULT. IF ANY EVENT OF DEFAULT OCCURS AND IS
CONTINUING, THE ADMINISTRATIVE AGENT SHALL, AT THE REQUEST OF, OR MAY, WITH THE
CONSENT OF, THE REQUIRED LENDERS, TAKE ANY OR ALL OF THE FOLLOWING ACTIONS:

      1. DECLARE THE COMMITMENT OF EACH LENDER TO MAKE LOANS AND ANY OBLIGATION
OF THE L/C ISSUER TO MAKE L/C CREDIT EXTENSIONS TO BE TERMINATED, WHEREUPON SUCH
COMMITMENTS AND OBLIGATION SHALL BE TERMINATED;

      2. DECLARE THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING LOANS, ALL
INTEREST ACCRUED AND UNPAID THEREON, AND ALL OTHER AMOUNTS OWING OR PAYABLE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND PAYABLE,
WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH
ARE HEREBY EXPRESSLY WAIVED BY THE COMPANY;

      3. REQUIRE THAT THE COMPANY CASH COLLATERALIZE THE L/C OBLIGATIONS (IN AN
AMOUNT EQUAL TO THE THEN OUTSTANDING AMOUNT THEREOF); AND

      4. EXERCISE ON BEHALF OF ITSELF AND THE LENDERS ALL RIGHTS AND REMEDIES
AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN DOCUMENTS;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Company under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

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      C. APPLICATION OF FUNDS. AFTER THE EXERCISE OF REMEDIES PROVIDED FOR IN
SECTION 8.02 (OR AFTER THE LOANS HAVE AUTOMATICALLY BECOME IMMEDIATELY DUE AND
PAYABLE AND THE L/C OBLIGATIONS HAVE AUTOMATICALLY BEEN REQUIRED TO BE CASH
COLLATERALIZED AS SET FORTH IN THE PROVISO TO SECTION 8.02), 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
Article III) 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 and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer (including fees and time charges
for attorneys who may be employees of any Lender or the L/C Issuer) and amounts
payable under Article III), 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, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer 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 and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                 IX. THE AGENT

      A. APPOINTMENT AND AUTHORITY. EACH OF THE LENDERS AND THE L/C ISSUER
HEREBY IRREVOCABLY APPOINTS BANK OF AMERICA TO ACT ON ITS BEHALF AS THE
ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AND AUTHORIZES
THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTIONS ON ITS BEHALF AND TO EXERCISE SUCH
POWERS AS ARE DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS HEREOF OR
THEREOF, TOGETHER WITH SUCH ACTIONS AND POWERS AS ARE REASONABLY INCIDENTAL
THERETO. THE PROVISIONS OF THIS ARTICLE ARE SOLELY FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER, AND THE COMPANY SHALL NOT
HAVE RIGHTS AS A THIRD PARTY BENEFICIARY OF ANY OF SUCH PROVISIONS EXCEPT AS
SPECIFICALLY PROVIDED IN THIS ARTICLE.

      B. RIGHTS AS A LENDER. THE PERSON SERVING AS THE ADMINISTRATIVE AGENT
HEREUNDER SHALL HAVE THE SAME RIGHTS AND POWERS IN ITS CAPACITY AS A LENDER AS
ANY OTHER LENDER AND MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT AND THE TERM "LENDER" OR "LENDERS" SHALL, UNLESS OTHERWISE
EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, INCLUDE THE PERSON
SERVING AS THE ADMINISTRATIVE AGENT HEREUNDER IN ITS INDIVIDUAL CAPACITY. SUCH
PERSON AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO, ACT AS THE
FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY FOR AND GENERALLY ENGAGE IN
ANY KIND OF

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BUSINESS WITH THE COMPANY OR ANY SUBSIDIARY OR OTHER AFFILIATE THEREOF AS IF
SUCH PERSON WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER AND WITHOUT ANY DUTY TO
ACCOUNT THEREFOR TO THE LENDERS.

      C. EXCULPATORY PROVISIONS. THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
DUTIES OR OBLIGATIONS EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND IN THE OTHER
LOAN DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT:

      1. SHALL NOT BE SUBJECT TO ANY FIDUCIARY OR OTHER IMPLIED DUTIES,
REGARDLESS OF WHETHER A DEFAULT HAS OCCURRED AND IS CONTINUING;

      2. SHALL NOT HAVE ANY DUTY TO TAKE ANY DISCRETIONARY ACTION OR EXERCISE
ANY DISCRETIONARY POWERS, EXCEPT DISCRETIONARY RIGHTS AND POWERS EXPRESSLY
CONTEMPLATED HEREBY OR BY THE OTHER LOAN DOCUMENTS THAT THE ADMINISTRATIVE AGENT
IS REQUIRED TO EXERCISE AS DIRECTED IN WRITING BY THE REQUIRED LENDERS (OR SUCH
OTHER NUMBER OR PERCENTAGE OF THE LENDERS AS SHALL BE EXPRESSLY PROVIDED FOR
HEREIN OR IN THE OTHER LOAN DOCUMENTS), PROVIDED THAT THE ADMINISTRATIVE AGENT
SHALL NOT BE REQUIRED TO TAKE ANY ACTION THAT, IN ITS OPINION OR THE OPINION OF
ITS COUNSEL, MAY EXPOSE THE ADMINISTRATIVE AGENT TO LIABILITY OR THAT IS
CONTRARY TO ANY LOAN DOCUMENT OR APPLICABLE LAW; AND

      3. SHALL NOT, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE OTHER LOAN
DOCUMENTS, HAVE ANY DUTY TO DISCLOSE, AND SHALL NOT BE LIABLE FOR THE FAILURE TO
DISCLOSE, ANY INFORMATION RELATING TO THE COMPANY OR ANY OF ITS AFFILIATES THAT
IS COMMUNICATED TO OR OBTAINED BY THE PERSON SERVING AS THE ADMINISTRATIVE AGENT
OR ANY OF ITS AFFILIATES IN ANY CAPACITY.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a
Lender or the L/C Issuer.

      The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      D. RELIANCE BY ADMINISTRATIVE AGENT. THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY LIABILITY FOR RELYING UPON, ANY
NOTICE, REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT, DOCUMENT OR OTHER
WRITING (INCLUDING ANY ELECTRONIC MESSAGE, INTERNET OR INTRANET WEBSITE POSTING
OR OTHER DISTRIBUTION) BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED,
SENT OR OTHERWISE AUTHENTICATED BY THE PROPER PERSON. THE ADMINISTRATIVE AGENT
ALSO MAY RELY UPON ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND BELIEVED
BY IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY LIABILITY
FOR RELYING THEREON. IN DETERMINING COMPLIANCE WITH ANY CONDITION HEREUNDER TO
THE MAKING OF A LOAN, OR THE ISSUANCE OF A LETTER OF CREDIT, THAT BY ITS TERMS
MUST BE FULFILLED TO THE SATISFACTION OF A LENDER OR THE L/C ISSUER, THE
ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH CONDITION IS SATISFACTORY TO SUCH
LENDER OR THE L/C ISSUER UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
NOTICE TO THE CONTRARY FROM SUCH LENDER OR THE L/C ISSUER PRIOR TO THE MAKING OF
SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF CREDIT. THE ADMINISTRATIVE AGENT MAY
CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE COMPANY), INDEPENDENT
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT, AND SHALL

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NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN ACCORDANCE WITH THE
ADVICE OF ANY SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.

      E. DELEGATION OF DUTIES. THE ADMINISTRATIVE AGENT MAY PERFORM ANY AND ALL
OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT BY OR THROUGH ANY ONE OR MORE SUB-AGENTS APPOINTED BY THE
ADMINISTRATIVE AGENT. THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT MAY
PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR
THROUGH THEIR RESPECTIVE RELATED PARTIES. THE EXCULPATORY PROVISIONS OF THIS
ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT AND TO THE RELATED PARTIES OF THE
ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE
ACTIVITIES IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED
FOR HEREIN AS WELL AS ACTIVITIES AS ADMINISTRATIVE AGENT.

      F. RESIGNATION OF ADMINISTRATIVE AGENT. THE ADMINISTRATIVE AGENT MAY AT
ANY TIME GIVE NOTICE OF ITS RESIGNATION TO THE LENDERS, THE L/C ISSUER AND THE
COMPANY. UPON RECEIPT OF ANY SUCH NOTICE OF RESIGNATION, THE REQUIRED LENDERS
SHALL HAVE THE RIGHT, IN CONSULTATION WITH THE COMPANY, TO APPOINT A SUCCESSOR,
WHICH SHALL BE A BANK WITH AN OFFICE IN THE UNITED STATES, OR AN AFFILIATE OF
ANY SUCH BANK WITH AN OFFICE IN THE UNITED STATES. IF NO SUCH SUCCESSOR SHALL
HAVE BEEN SO APPOINTED BY THE REQUIRED LENDERS AND SHALL HAVE ACCEPTED SUCH
APPOINTMENT WITHIN 30 DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE
OF ITS RESIGNATION, THEN THE RETIRING ADMINISTRATIVE AGENT MAY ON BEHALF OF THE
LENDERS AND THE L/C ISSUER, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT MEETING THE
QUALIFICATIONS SET FORTH ABOVE; PROVIDED THAT IF THE ADMINISTRATIVE AGENT SHALL
NOTIFY THE COMPANY AND THE LENDERS THAT NO QUALIFYING PERSON HAS ACCEPTED SUCH
APPOINTMENT, THEN SUCH RESIGNATION SHALL NONETHELESS BECOME EFFECTIVE IN
ACCORDANCE WITH SUCH NOTICE AND (1) THE RETIRING ADMINISTRATIVE AGENT SHALL BE
DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS AND (2) ALL PAYMENTS, COMMUNICATIONS AND DETERMINATIONS PROVIDED TO BE
MADE BY, TO OR THROUGH THE ADMINISTRATIVE AGENT SHALL INSTEAD BE MADE BY OR TO
EACH LENDER AND THE L/C ISSUER DIRECTLY, UNTIL SUCH TIME AS THE REQUIRED LENDERS
APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED FOR ABOVE IN THIS SECTION.
UPON THE ACCEPTANCE OF A SUCCESSOR'S APPOINTMENT AS ADMINISTRATIVE AGENT
HEREUNDER, SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME VESTED WITH ALL OF THE
RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING (OR RETIRED)
ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE AGENT SHALL BE DISCHARGED
FROM ALL OF ITS DUTIES AND OBLIGATIONS HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS (IF NOT ALREADY DISCHARGED THEREFROM AS PROVIDED ABOVE IN THIS
SECTION). THE FEES PAYABLE BY THE COMPANY TO A SUCCESSOR ADMINISTRATIVE AGENT
SHALL BE THE SAME AS THOSE PAYABLE TO ITS PREDECESSOR UNLESS OTHERWISE AGREED
BETWEEN THE COMPANY AND SUCH SUCCESSOR. AFTER THE RETIRING ADMINISTRATIVE
AGENT'S RESIGNATION HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, THE PROVISIONS
OF THIS ARTICLE AND SECTION 10.04 SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF
SUCH RETIRING ADMINISTRATIVE AGENT, ITS SUB-AGENTS AND THEIR RESPECTIVE RELATED
PARTIES IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM
WHILE THE RETIRING ADMINISTRATIVE AGENT WAS ACTING AS ADMINISTRATIVE AGENT.

      Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangement satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

      G. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. EACH LENDER AND
THE L/C ISSUER ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON
THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER OR ANY OF THEIR RELATED PARTIES 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 AND
THE L/C ISSUER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY

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AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER OR ANY OF
THEIR RELATED PARTIES AND BASED ON SUCH DOCUMENTS AND INFORMATION AS IT SHALL
FROM TIME TO TIME DEEM APPROPRIATE, CONTINUE TO MAKE ITS OWN DECISIONS IN TAKING
OR NOT TAKING ACTION UNDER OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR ANY RELATED AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.

      H. NO OTHER DUTIES, ETC. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING,
NONE OF THE BOOKRUNNERS, ARRANGERS OR SYNDICATION AGENTS LISTED ON THE COVER
PAGE HEREOF SHALL HAVE ANY POWERS, DUTIES OR RESPONSIBILITIES UNDER THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EXCEPT IN ITS CAPACITY, AS
APPLICABLE, AS THE ADMINISTRATIVE AGENT, A LENDER OR THE L/C ISSUER HEREUNDER.

                                X. MISCELLANEOUS

      A. AMENDMENTS, ETC. NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY THE
COMPANY THEREFROM, SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE REQUIRED
LENDERS AND THE COMPANY AND ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT, AND EACH
SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT,
WAIVER OR CONSENT SHALL:

      1. WAIVE ANY CONDITION SET FORTH IN SECTION 4.01(A) WITHOUT THE WRITTEN
CONSENT OF EACH LENDER;

      2. EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER (OR REINSTATE ANY
COMMITMENT TERMINATED PURSUANT TO SECTION 8.02) WITHOUT THE WRITTEN CONSENT OF
SUCH LENDER;

      3. POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
FOR ANY PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER AMOUNTS DUE TO THE LENDERS
(OR ANY OF THEM) HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN
CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY;

      4. REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN ON,
ANY LOAN OR L/C BORROWING, OR (SUBJECT TO SUBSECTION (V) OF THE SECOND PROVISO
TO THIS SECTION 10.01) ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY; PROVIDED, HOWEVER, THAT ONLY THE CONSENT OF THE REQUIRED LENDERS SHALL
BE NECESSARY TO AMEND THE DEFINITION OF "DEFAULT RATE" OR TO WAIVE ANY
OBLIGATION OF THE COMPANY TO PAY INTEREST OR LETTER OF CREDIT FEES AT THE
DEFAULT RATE;

      5. CHANGE SECTION 2.14 OR SECTION 8.03 IN A MANNER THAT WOULD ALTER THE
PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN CONSENT OF
EACH LENDER;

      6. AMEND SECTION 1.06 OR THE DEFINITION OF "ALTERNATIVE CURRENCY" WITHOUT
THE WRITTEN CONSENT OF EACH LENDER; OR

      7. CHANGE ANY PROVISION OF THIS SECTION OR THE DEFINITION OF "REQUIRED
LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR PERCENTAGE OF
LENDERS REQUIRED TO AMEND, WAIVE OR OTHERWISE MODIFY ANY RIGHTS HEREUNDER OR
MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER, WITHOUT THE WRITTEN
CONSENT OF EACH LENDER;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Swing
Line Lender in addition to the Lenders required above, affect the

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rights or duties of the Swing Line Lender under this Agreement; (iii) 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; (iv) Section 10.06(h) may not be amended, waived or otherwise
modified without the consent of each Granting Lender all or any part of whose
Loans are being funded by an SPC at the time of such amendment, waiver or other
modification; and (v) each 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.

      B. NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      1. 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:

            IF TO THE COMPANY, THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR THE
      SWING LINE LENDER, TO THE ADDRESS, TELECOPIER NUMBER, ELECTRONIC MAIL
      ADDRESS OR TELEPHONE NUMBER SPECIFIED FOR SUCH PERSON ON SCHEDULE 10.02;
      AND

            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).

      2. ELECTRONIC COMMUNICATIONS. NOTICES AND OTHER COMMUNICATIONS TO THE
LENDERS AND THE L/C ISSUER HEREUNDER MAY BE DELIVERED OR FURNISHED BY ELECTRONIC
COMMUNICATION (INCLUDING E-MAIL AND INTERNET OR INTRANET WEBSITES) PURSUANT TO
PROCEDURES APPROVED BY THE ADMINISTRATIVE AGENT, PROVIDED THAT THE FOREGOING
SHALL NOT APPLY TO NOTICES TO ANY LENDER OR THE L/C ISSUER PURSUANT TO ARTICLE
II IF SUCH LENDER OR THE L/C ISSUER, AS APPLICABLE, HAS NOTIFIED THE
ADMINISTRATIVE AGENT THAT IT IS INCAPABLE OF RECEIVING NOTICES UNDER SUCH
ARTICLE BY ELECTRONIC COMMUNICATION. THE ADMINISTRATIVE AGENT OR THE COMPANY
MAY, IN ITS DISCRETION, AGREE TO ACCEPT NOTICES AND OTHER COMMUNICATIONS TO IT
HEREUNDER BY ELECTRONIC COMMUNICATIONS PURSUANT TO PROCEDURES APPROVED BY IT,
PROVIDED THAT APPROVAL OF SUCH PROCEDURES MAY BE LIMITED TO PARTICULAR NOTICES
OR COMMUNICATIONS.

      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 by any Lender
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.

      3. CHANGE OF ADDRESS, ETC. EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT,
THE L/C ISSUER AND THE SWING LINE LENDER MAY CHANGE ITS ADDRESS, TELECOPIER OR
TELEPHONE NUMBER FOR

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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 COMPANY, THE
ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE SWING LINE LENDER. IN ADDITION,
EACH LENDER AGREES TO NOTIFY THE ADMINISTRATIVE AGENT FROM TIME TO TIME TO
ENSURE THAT THE ADMINISTRATIVE AGENT HAS ON RECORD (I) AN EFFECTIVE ADDRESS,
CONTACT NAME, TELEPHONE NUMBER, TELECOPIER NUMBER AND ELECTRONIC MAIL ADDRESS TO
WHICH NOTICES AND OTHER COMMUNICATIONS MAY BE SENT AND (II) ACCURATE WIRE
INSTRUCTIONS FOR SUCH LENDER.

      4. RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS. THE
ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS SHALL BE ENTITLED TO RELY
AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC COMMITTED LOAN NOTICES AND SWING
LINE LOAN NOTICES) PURPORTEDLY GIVEN BY OR ON BEHALF OF THE COMPANY 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 COMPANY SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE L/C ISSUER,
EACH LENDER AND THE RELATED PARTIES OF EACH OF THEM 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 COMPANY. 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.

      C. NO WAIVER; CUMULATIVE REMEDIES. NO FAILURE BY ANY LENDER, THE L/C
ISSUER OR THE ADMINISTRATIVE AGENT TO EXERCISE, AND NO DELAY BY ANY SUCH PERSON
IN EXERCISING, ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS
A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR
THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE. THE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.

      D. EXPENSES; INDEMNITY; DAMAGE WAIVER.

      1. COSTS AND EXPENSES. THE COMPANY SHALL PAY (I) ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT AND ITS AFFILIATES
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
ADMINISTRATIVE AGENT), IN CONNECTION WITH THE SYNDICATION OF THE CREDIT
FACILITIES PROVIDED FOR HEREIN, THE PREPARATION, NEGOTIATION, EXECUTION,
DELIVERY AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR
ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF OR THEREOF
(WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE
CONSUMMATED), (II) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE L/C
ISSUER IN CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT OR ANY DEMAND FOR PAYMENT THEREUNDER AND (III) ALL
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER), AND SHALL PAY ALL FEES AND
TIME CHARGES FOR ATTORNEYS WHO MAY BE EMPLOYEES OF THE ADMINISTRATIVE AGENT, ANY
LENDER OR THE L/C ISSUER, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF
ITS RIGHTS (A) IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING ITS RIGHTS UNDER THIS SECTION, OR (B) IN CONNECTION WITH THE LOANS
MADE OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING ALL SUCH OUT-OF-POCKET
EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT
OF SUCH LOANS OR LETTERS OF CREDIT.

      2. INDEMNIFICATION BY THE COMPANY. WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY ARE CONSUMMATED, THE COMPANY SHALL INDEMNIFY, DEFEND AND
HOLD HARMLESS THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER
AND THE L/C ISSUER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS
(EACH, AN "INDEMNIFIED PERSON") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,

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CHARGES, EXPENSES AND DISBURSEMENTS (INCLUDING ALL REASONABLE OUT-OF-POCKET FEES
AND DISBURSEMENTS OF ANY LAW FIRM OR OTHER EXTERNAL COUNSEL, THE ALLOCATED COSTS
OF INTERNAL LEGAL SERVICES AND ALL DISBURSEMENTS OF INTERNAL COUNSEL) OF ANY
KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY CIVIL PENALTY OR
FINE ASSESSED BY OFAC, WHICH MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING
REPAYMENT OF THE LOANS AND THE TERMINATION, RESIGNATION OR REPLACEMENT OF THE
ADMINISTRATIVE AGENT OR REPLACEMENT OF ANY LENDER) BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY
ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN CONNECTION WITH ANY OF
THE FOREGOING, INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION OR
PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED
TO OR ARISING OUT OF THIS AGREEMENT OR THE LOANS OR THE USE OF THE PROCEEDS
THEREOF, OR RELATED TO ANY ALTERNATIVE CURRENCY TRANSACTIONS ENTERED INTO IN
CONNECTION HEREWITH, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO
(ALL THE FOREGOING, COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED, THAT
THE COMPANY SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH
RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON. THE AGREEMENTS IN
THIS SECTION SHALL SURVIVE THE TERMINATION OF THE COMMITMENTS AND PAYMENT OF ALL
OTHER OBLIGATIONS.

      3. REIMBURSEMENT BY LENDERS. TO THE EXTENT THAT THE COMPANY FOR ANY REASON
FAILS TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED UNDER SUBSECTION (A) OR (B) OF
THIS SECTION TO BE PAID BY IT TO THE ADMINISTRATIVE AGENT (OR ANY SUB-AGENT
THEREOF), THE L/C ISSUER OR ANY RELATED PARTY OF ANY OF THE FOREGOING, EACH
LENDER SEVERALLY AGREES TO PAY TO THE ADMINISTRATIVE AGENT (OR ANY SUCH
SUB-AGENT), THE L/C ISSUER OR SUCH RELATED PARTY, AS THE CASE MAY BE, SUCH
LENDER'S APPLICABLE PERCENTAGE (DETERMINED AS OF THE TIME THAT THE APPLICABLE
UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID AMOUNT,
PROVIDED THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS, CLAIM, DAMAGE,
LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY OR ASSERTED
AGAINST THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT) OR THE L/C ISSUER IN
ITS CAPACITY AS SUCH, OR AGAINST ANY RELATED PARTY OF ANY OF THE FOREGOING
ACTING FOR THE ADMINISTRATIVE AGENT (OR ANY SUCH SUB-AGENT) OR L/C ISSUER IN
CONNECTION WITH SUCH CAPACITY. THE OBLIGATIONS OF THE LENDERS UNDER THIS
SUBSECTION (C) ARE SUBJECT TO THE PROVISIONS OF SECTION 2.13(D).

      4. UNINTENDED RECIPIENTS. SUBJECT TO SECTION 10.07, NO INDEMNIFIED PERSON
REFERRED TO IN SUBSECTION (B) ABOVE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM
THE USE BY UNINTENDED RECIPIENTS OF ANY INFORMATION OR OTHER MATERIALS
DISTRIBUTED BY IT THROUGH TELECOMMUNICATIONS, ELECTRONIC OR OTHER INFORMATION
TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, EXCEPT TO THE
EXTENT SUCH DAMAGES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNIFIED PERSON.

      5. PAYMENTS. ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE NOT LATER
THAN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.

      6. SURVIVAL. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION
OF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER, THE REPLACEMENT OF ANY LENDER,
THE TERMINATION OF THE AGGREGATE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR
DISCHARGE OF ALL THE OTHER OBLIGATIONS.

      E. PAYMENTS SET ASIDE. TO THE EXTENT THAT ANY PAYMENT BY OR ON BEHALF OF
THE COMPANY IS MADE TO THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER,
OR THE ADMINISTRATIVE AGENT, THE L/C ISSUER 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, THE L/C ISSUER OR SUCH LENDER IN ITS DISCRETION) TO BE
REPAID TO A TRUSTEE, RECEIVER OR ANY OTHER PARTY, IN CONNECTION WITH ANY

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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
AND THE L/C ISSUER 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
APPLICABLE OVERNIGHT RATE FROM TIME TO TIME IN EFFECT IN THE APPLICABLE CURRENCY
OF SUCH RECOVERY OR PAYMENT. THE OBLIGATIONS OF THE LENDERS AND THE L/C ISSUER
UNDER CLAUSE (B) OF THE PRECEDING SENTENCE SHALL SURVIVE THE PAYMENT IN FULL OF
THE OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

      F. SUCCESSORS AND ASSIGNS.

      1. SUCCESSORS AND ASSIGNS GENERALLY. THE PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT THE COMPANY 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, (III) BY WAY OF PLEDGE OR
ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE RESTRICTIONS OF SUBSECTION (F)
OF THIS SECTION, OR (IV) TO AN SPC IN ACCORDANCE WITH THE PROVISIONS OF
SUBSECTION (H) 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 RELATED PARTIES OF EACH OF THE
ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS) ANY LEGAL OR EQUITABLE
RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF THIS AGREEMENT.

      2. ASSIGNMENTS BY LENDERS. 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
(INCLUDING FOR PURPOSES OF THIS SUBSECTION (B), PARTICIPATIONS IN L/C
OBLIGATIONS AND IN SWING LINE LOANS) AT THE TIME OWING TO IT); PROVIDED THAT

            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,
      THE AGGREGATE AMOUNT OF THE COMMITMENT (WHICH FOR THIS PURPOSE INCLUDES
      LOANS OUTSTANDING THEREUNDER) OR, IF THE COMMITMENT IS NOT THEN IN EFFECT,
      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 $5,000,000
      UNLESS EACH OF THE ADMINISTRATIVE AGENT AND, SO LONG AS NO EVENT OF
      DEFAULT HAS OCCURRED AND IS CONTINUING, THE COMPANY OTHERWISE CONSENTS
      (EACH SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED);

            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,
      EXCEPT THAT THIS SUBSECTION (II) SHALL NOT APPLY TO RIGHTS IN RESPECT OF
      BID LOANS OR SWING LINE LOANS;

            ANY ASSIGNMENT OF A COMMITMENT MUST BE APPROVED BY THE
      ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE SWING LINE LENDER (SUCH
      APPROVAL NOT TO BE UNREASONABLY WITHHELD) 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

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            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 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, the Company (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.

      3. REGISTER. THE ADMINISTRATIVE AGENT, ACTING SOLELY FOR THIS PURPOSE AS
AN AGENT OF THE COMPANY, 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 COMMITMENTS OF,
AND PRINCIPAL AMOUNTS OF THE LOANS AND L/C OBLIGATIONS OWING TO, EACH LENDER
PURSUANT TO THE TERMS HEREOF FROM TIME TO TIME (THE "REGISTER"). THE ENTRIES IN
THE REGISTER SHALL BE CONCLUSIVE, AND THE COMPANY, THE ADMINISTRATIVE AGENT AND
THE LENDERS MAY TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER
PURSUANT TO THE TERMS HEREOF AS A LENDER HEREUNDER FOR ALL PURPOSES OF THIS
AGREEMENT, NOTWITHSTANDING NOTICE TO THE CONTRARY. THE REGISTER SHALL BE
AVAILABLE FOR INSPECTION BY EACH OF THE COMPANY AND THE L/C ISSUER AT ANY
REASONABLE TIME AND FROM TIME TO TIME UPON REASONABLE PRIOR NOTICE. IN ADDITION,
AT ANY TIME THAT A REQUEST FOR A CONSENT FOR A MATERIAL OR SUBSTANTIVE CHANGE TO
THE LOAN DOCUMENTS IS PENDING, ANY LENDER WISHING TO CONSULT WITH OTHER LENDERS
IN CONNECTION THEREWITH MAY REQUEST AND RECEIVE FROM THE ADMINISTRATIVE AGENT A
COPY OF THE REGISTER.

      4. PARTICIPATIONS. ANY LENDER MAY AT ANY TIME, WITHOUT THE CONSENT OF, OR
NOTICE TO, THE COMPANY OR THE ADMINISTRATIVE AGENT, SELL PARTICIPATIONS TO ANY
PERSON (OTHER THAN A NATURAL PERSON OR THE COMPANY OR ANY OF THE COMPANY'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 (INCLUDING SUCH LENDER'S
PARTICIPATIONS IN L/C OBLIGATIONS AND/OR SWING LINE 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 COMPANY, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE L/C ISSUER SHALL CONTINUE TO DEAL
SOLELY AND DIRECTLY WITH SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, the Company agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 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 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

      5. LIMITATIONS UPON PARTICIPANT RIGHTS. A PARTICIPANT SHALL NOT BE
ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER SECTION 3.01 OR 3.04 THAN THE
APPLICABLE LENDER WOULD HAVE

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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 COMPANY'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 3.01
UNLESS THE COMPANY IS NOTIFIED OF THE PARTICIPATION SOLD TO SUCH PARTICIPANT AND
SUCH PARTICIPANT AGREES, FOR THE BENEFIT OF THE COMPANY, TO COMPLY WITH SECTION
3.01(E) AS THOUGH IT WERE A LENDER.

      6. CERTAIN PLEDGES. 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.

      7. ELECTRONIC EXECUTION OF ASSIGNMENTS. 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.

      8. SPECIAL PURPOSE FUNDING VEHICLES. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, ANY LENDER (A "GRANTING LENDER") MAY GRANT TO A
SPECIAL PURPOSE FUNDING VEHICLE IDENTIFIED AS SUCH IN WRITING FROM TIME TO TIME
BY THE GRANTING LENDER TO THE ADMINISTRATIVE AGENT AND THE COMPANY (AN "SPC")
THE OPTION TO PROVIDE ALL OR ANY PART OF ANY COMMITTED LOAN THAT SUCH GRANTING
LENDER WOULD OTHERWISE BE OBLIGATED TO MAKE PURSUANT TO THIS AGREEMENT; PROVIDED
THAT (I) NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT BY ANY SPC TO FUND ANY
COMMITTED LOAN, AND (II) IF AN SPC ELECTS NOT TO EXERCISE SUCH OPTION OR
OTHERWISE FAILS TO MAKE ALL OR ANY PART OF SUCH COMMITTED LOAN, THE GRANTING
LENDER SHALL BE OBLIGATED TO MAKE SUCH COMMITTED LOAN PURSUANT TO THE TERMS
HEREOF OR, IF IT FAILS TO DO SO, TO MAKE SUCH PAYMENT TO THE ADMINISTRATIVE
AGENT AS IS REQUIRED UNDER SECTION 2.13(B)(II). EACH PARTY HERETO HEREBY AGREES
THAT (I) NEITHER THE GRANT TO ANY SPC NOR THE EXERCISE BY ANY SPC OF SUCH OPTION
SHALL INCREASE THE COSTS OR EXPENSES OR OTHERWISE INCREASE OR CHANGE THE
OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT (INCLUDING ITS OBLIGATIONS UNDER
SECTION 3.04), (II) NO SPC SHALL BE LIABLE FOR ANY INDEMNITY OR SIMILAR PAYMENT
OBLIGATION UNDER THIS AGREEMENT FOR WHICH A LENDER WOULD BE LIABLE (IT BEING
UNDERSTOOD THAT THE GRANTING LENDER SHALL REMAIN LIABLE FOR SUCH AMOUNTS), AND
(III) THE GRANTING LENDER SHALL FOR ALL PURPOSES, INCLUDING THE APPROVAL OF ANY
AMENDMENT, WAIVER OR OTHER MODIFICATION OF ANY PROVISION OF ANY LOAN DOCUMENT,
REMAIN THE LENDER OF RECORD HEREUNDER. THE MAKING OF A COMMITTED LOAN BY AN SPC
HEREUNDER SHALL UTILIZE THE COMMITMENT OF THE GRANTING LENDER TO THE SAME
EXTENT, AND AS IF, SUCH COMMITTED LOAN WERE MADE BY SUCH GRANTING LENDER. IN
FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY AGREES (WHICH AGREEMENT
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT) THAT, PRIOR TO THE DATE THAT IS
ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL OUTSTANDING COMMERCIAL
PAPER OR OTHER SENIOR DEBT OF ANY SPC, IT WILL NOT INSTITUTE AGAINST, OR JOIN
ANY OTHER PERSON IN INSTITUTING AGAINST, SUCH SPC ANY BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, INSOLVENCY, OR LIQUIDATION PROCEEDING UNDER THE
LAWS OF THE UNITED STATES OR ANY STATE THEREOF. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, ANY SPC MAY (I) WITH NOTICE TO, BUT WITHOUT PRIOR
CONSENT OF THE COMPANY AND THE ADMINISTRATIVE AGENT AND WITHOUT PAYING ANY
PROCESSING FEE THEREFOR, ASSIGN ALL OR ANY PORTION OF ITS RIGHT TO RECEIVE
PAYMENT WITH RESPECT TO ANY COMMITTED LOAN TO THE GRANTING LENDER AND (II)
DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION RELATING TO ITS
FUNDING OF COMMITTED LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR
PROVIDER OF ANY SURETY OR GUARANTEE OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH
SPC.

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      9. RESIGNATION AS L/C ISSUER OR SWING LINE LENDER AFTER ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF AT ANY TIME BANK
OF AMERICA ASSIGNS ALL OF ITS COMMITMENT AND LOANS PURSUANT TO SUBSECTION (B)
ABOVE, BANK OF AMERICA MAY, (I) UPON 30 DAYS' NOTICE TO THE COMPANY AND THE
LENDERS, RESIGN AS L/C ISSUER AND/OR (II) UPON 30 DAYS' NOTICE TO THE COMPANY,
RESIGN AS SWING LINE LENDER. IN THE EVENT OF ANY SUCH RESIGNATION AS L/C ISSUER
OR SWING LINE LENDER, THE COMPANY SHALL BE ENTITLED TO APPOINT FROM AMONG THE
LENDERS A SUCCESSOR L/C ISSUER OR SWING LINE LENDER HEREUNDER; PROVIDED,
HOWEVER, THAT NO FAILURE BY THE COMPANY TO APPOINT ANY SUCH SUCCESSOR SHALL
AFFECT THE RESIGNATION OF BANK OF AMERICA AS L/C ISSUER OR SWING LINE LENDER, AS
THE CASE MAY BE. IF BANK OF AMERICA RESIGNS AS L/C ISSUER, IT SHALL RETAIN ALL
THE RIGHTS AND OBLIGATIONS OF THE L/C ISSUER HEREUNDER WITH RESPECT TO ALL
LETTERS OF CREDIT OUTSTANDING AS OF THE EFFECTIVE DATE OF ITS RESIGNATION AS L/C
ISSUER AND ALL L/C OBLIGATIONS WITH RESPECT THERETO (INCLUDING THE RIGHT TO
REQUIRE THE LENDERS TO MAKE BASE RATE COMMITTED LOANS OR FUND RISK
PARTICIPATIONS IN UNREIMBURSED AMOUNTS PURSUANT TO SECTION 2.04(C)). IF BANK OF
AMERICA RESIGNS AS SWING LINE LENDER, IT SHALL RETAIN ALL THE RIGHTS OF THE
SWING LINE LENDER PROVIDED FOR HEREUNDER WITH RESPECT TO SWING LINE LOANS MADE
BY IT AND OUTSTANDING AS OF THE EFFECTIVE DATE OF SUCH RESIGNATION, INCLUDING
THE RIGHT TO REQUIRE THE LENDERS TO MAKE BASE RATE COMMITTED LOANS OR FUND RISK
PARTICIPATIONS IN OUTSTANDING SWING LINE LOANS PURSUANT TO SECTION 2.05(C).

      G. TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. EACH LENDER AGREES
TO TAKE AND TO CAUSE ITS AFFILIATES TO TAKE NORMAL AND REASONABLE PRECAUTIONS
AND EXERCISE DUE CARE TO MAINTAIN THE CONFIDENTIALITY OF ALL INFORMATION
IDENTIFIED AS "CONFIDENTIAL" OR "SECRET" BY THE COMPANY AND PROVIDED TO IT BY
THE COMPANY OR ANY SUBSIDIARY, OR BY THE ADMINISTRATIVE AGENT ON THE COMPANY'S
OR SUCH SUBSIDIARY'S BEHALF, UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
AND NEITHER IT NOR ANY OF ITS AFFILIATES SHALL USE ANY SUCH INFORMATION OTHER
THAN IN CONNECTION WITH OR IN ENFORCEMENT OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS OR IN CONNECTION WITH OTHER BUSINESS NOW OR HEREAFTER EXISTING OR
CONTEMPLATED WITH THE COMPANY OR ANY SUBSIDIARY; EXCEPT TO THE EXTENT SUCH
INFORMATION (I) WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A
RESULT OF DISCLOSURE BY THE LENDER, OR (II) WAS OR BECOMES AVAILABLE ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY, PROVIDED THAT SUCH
SOURCE IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT WITH THE COMPANY KNOWN TO THE
LENDER; PROVIDED, HOWEVER, THAT ANY LENDER MAY DISCLOSE SUCH INFORMATION (A) AT
THE REQUEST OR PURSUANT TO ANY REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY TO
WHICH THE LENDER IS SUBJECT OR IN CONNECTION WITH AN EXAMINATION OF SUCH LENDER
BY ANY SUCH AUTHORITY; (B) PURSUANT TO SUBPOENA OR OTHER COURT PROCESS; (C) WHEN
REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF ANY APPLICABLE
REQUIREMENT OF LAW; (D) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH ANY
LITIGATION OR PROCEEDING TO WHICH THE ADMINISTRATIVE AGENT, ANY LENDER OR THEIR
RESPECTIVE AFFILIATES MAY BE PARTY; (E) TO THE EXTENT REASONABLY REQUIRED IN
CONNECTION WITH THE EXERCISE OF ANY REMEDY HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT; (F) TO SUCH LENDER'S INDEPENDENT AUDITORS AND OTHER PROFESSIONAL
ADVISORS; (G) TO ANY PARTICIPANT OR ELIGIBLE ASSIGNEE, ACTUAL OR POTENTIAL,
PROVIDED THAT SUCH PERSON AGREES IN WRITING TO KEEP SUCH INFORMATION
CONFIDENTIAL TO THE SAME EXTENT REQUIRED OF THE LENDERS HEREUNDER; (H) AS TO ANY
LENDER OR ITS AFFILIATE, AS EXPRESSLY PERMITTED UNDER THE TERMS OF ANY OTHER
DOCUMENT OR AGREEMENT REGARDING CONFIDENTIALITY TO WHICH THE COMPANY OR ANY
SUBSIDIARY IS PARTY OR IS DEEMED PARTY WITH SUCH LENDER OR SUCH AFFILIATE; (I)
TO ITS AFFILIATES, PROVIDED SUCH AFFILIATE AGREES TO USE SUCH INFORMATION SOLELY
IN CONNECTION WITH THIS AGREEMENT AND AGREES IN WRITING TO KEEP SUCH INFORMATION
CONFIDENTIAL; AND (J) TO ANY ACTUAL OR PROPOSED COUNTERPARTY (OR ITS ADVISORS)
TO ANY SWAP OR DERIVATIVE TRANSACTION RELATING TO THE COMPANY AND ITS
OBLIGATIONS (WITH THE CONSENT OF THE COMPANY, SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD OR DELAYED, IF SUCH COUNTERPARTY IS NOT A COMMERCIAL
BANK), PROVIDED THAT SUCH PERSON AGREES IN WRITING TO KEEP SUCH INFORMATION
CONFIDENTIAL TO THE SAME EXTENT REQUIRED OF THE LENDERS HEREUNDER. 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.

                                       79

<PAGE>

      H. RIGHT OF SETOFF. IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, EACH LENDER, THE L/C ISSUER AND EACH OF THEIR RESPECTIVE AFFILIATES
IS HEREBY AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, TO SET OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL
OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL, IN WHATEVER CURRENCY) AT ANY
TIME HELD AND OTHER OBLIGATIONS (IN WHATEVER CURRENCY) AT ANY TIME OWING BY SUCH
LENDER, THE L/C ISSUER OR ANY SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT
OF THE COMPANY AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE COMPANY NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT TO SUCH
LENDER OR THE L/C ISSUER, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER OR THE L/C
ISSUER SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS OF THE COMPANY MAY BE CONTINGENT OR
UNMATURED OR ARE OWED TO A BRANCH OR OFFICE OF SUCH LENDER OR THE L/C ISSUER
DIFFERENT FROM THE BRANCH OR OFFICE HOLDING SUCH DEPOSIT OR OBLIGATED ON SUCH
INDEBTEDNESS. THE RIGHTS OF EACH LENDER, THE L/C ISSUER AND THEIR RESPECTIVE
AFFILIATES UNDER THIS SECTION ARE IN ADDITION TO OTHER RIGHTS AND REMEDIES
(INCLUDING OTHER RIGHTS OF SETOFF) THAT SUCH LENDER, THE L/C ISSUER OR THEIR
RESPECTIVE AFFILIATES MAY HAVE. EACH LENDER AND THE L/C ISSUER AGREES TO NOTIFY
THE COMPANY AND THE ADMINISTRATIVE AGENT PROMPTLY AFTER ANY SUCH SETOFF AND
APPLICATION, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE
VALIDITY OF SUCH SETOFF AND APPLICATION.

      I. INTEREST RATE LIMITATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN ANY LOAN DOCUMENT, THE INTEREST PAID OR AGREED TO BE PAID UNDER THE
LOAN DOCUMENTS SHALL NOT EXCEED THE MAXIMUM RATE OF NON-USURIOUS INTEREST
PERMITTED BY APPLICABLE LAW (THE "MAXIMUM RATE"). IF THE ADMINISTRATIVE AGENT OR
ANY LENDER SHALL RECEIVE INTEREST IN AN AMOUNT THAT EXCEEDS THE MAXIMUM RATE,
THE EXCESS INTEREST SHALL BE APPLIED TO THE PRINCIPAL OF THE LOANS OR, IF IT
EXCEEDS SUCH UNPAID PRINCIPAL, REFUNDED TO THE COMPANY. IN DETERMINING WHETHER
THE INTEREST CONTRACTED FOR, CHARGED, OR RECEIVED BY THE ADMINISTRATIVE AGENT OR
A LENDER EXCEEDS THE MAXIMUM RATE, SUCH PERSON MAY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, (A) CHARACTERIZE ANY PAYMENT THAT IS NOT PRINCIPAL AS AN
EXPENSE, FEE, OR PREMIUM RATHER THAN INTEREST, (B) EXCLUDE VOLUNTARY PREPAYMENTS
AND THE EFFECTS THEREOF, AND (C) AMORTIZE, PRORATE, ALLOCATE, AND SPREAD IN
EQUAL OR UNEQUAL PARTS THE TOTAL AMOUNT OF INTEREST THROUGHOUT THE CONTEMPLATED
TERM OF THE OBLIGATIONS HEREUNDER.

      J. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS (AND BY DIFFERENT PARTIES HERETO IN DIFFERENT
COUNTERPARTS), EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN
TAKEN TOGETHER SHALL CONSTITUTE A SINGLE CONTRACT. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS CONSTITUTE THE ENTIRE CONTRACT AMONG THE PARTIES RELATING TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF. EXCEPT
AS PROVIDED IN SECTION 4.01, THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL
HAVE BEEN EXECUTED BY THE ADMINISTRATIVE AGENT AND WHEN THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED COUNTERPARTS HEREOF THAT, WHEN TAKEN TOGETHER, BEAR THE
SIGNATURES OF EACH OF THE OTHER PARTIES HERETO. DELIVERY OF AN EXECUTED
COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY TELECOPY SHALL BE EFFECTIVE
AS DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AGREEMENT.

      K. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. ALL REPRESENTATIONS AND
WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
DELIVERED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH
SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THEREOF. SUCH
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY THE
ADMINISTRATIVE AGENT AND EACH LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY
THE ADMINISTRATIVE AGENT OR ANY LENDER OR ON THEIR BEHALF AND NOTWITHSTANDING
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF
ANY DEFAULT AT THE TIME OF ANY CREDIT EXTENSION, AND SHALL CONTINUE IN FULL
FORCE AND EFFECT AS LONG AS ANY LOAN OR ANY OTHER OBLIGATION HEREUNDER SHALL
REMAIN UNPAID OR UNSATISFIED OR ANY LETTER OF CREDIT SHALL REMAIN OUTSTANDING.

      L. SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE, (A) THE LEGALITY,
VALIDITY AND ENFORCEABILITY OF THE

                                       80

<PAGE>

REMAINING PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL NOT BE
AFFECTED OR IMPAIRED THEREBY AND (B) THE PARTIES SHALL ENDEAVOR IN GOOD FAITH
NEGOTIATIONS TO REPLACE THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS WITH
VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH COMES AS CLOSE AS POSSIBLE TO THAT
OF THE ILLEGAL, INVALID OR UNENFORCEABLE PROVISIONS. THE INVALIDITY OF A
PROVISION IN A PARTICULAR JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.

      M. REPLACEMENT OF LENDERS. IF ANY LENDER REQUESTS COMPENSATION UNDER
SECTION 3.04, OR IF THE COMPANY IS REQUIRED TO PAY ANY ADDITIONAL AMOUNT TO ANY
LENDER OR ANY GOVERNMENTAL AUTHORITY FOR THE ACCOUNT OF ANY LENDER PURSUANT TO
SECTION 3.01, IF ANY LENDER IS A DEFAULTING LENDER OR HAS BEEN A DEFAULTING
LENDER MORE THAN TWICE IN THE LAST 6 MONTHS OR EXERCISES ITS RIGHTS UNDER
SECTION 3.02 OR IF ANY OTHER CIRCUMSTANCE EXISTS HEREUNDER THAT GIVES THE
COMPANY THE RIGHT TO REPLACE A LENDER AS A PARTY HERETO, THEN THE COMPANY MAY,
AT ITS SOLE EXPENSE AND EFFORT, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REQUIRE SUCH LENDER TO ASSIGN AND DELEGATE, WITHOUT
RECOURSE (IN ACCORDANCE WITH AND SUBJECT TO THE RESTRICTIONS CONTAINED IN, AND
CONSENTS REQUIRED BY, SECTION 10.06), ALL OF ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE RELATED LOAN DOCUMENTS TO AN ASSIGNEE
THAT SHALL ASSUME SUCH OBLIGATIONS (WHICH ASSIGNEE MAY BE ANOTHER LENDER, IF A
LENDER ACCEPTS SUCH ASSIGNMENT), PROVIDED THAT:

      1. THE COMPANY SHALL HAVE PAID TO THE ADMINISTRATIVE AGENT THE ASSIGNMENT
FEE SPECIFIED IN SECTION 10.06(B);

      2. SUCH LENDER SHALL HAVE RECEIVED PAYMENT OF AN AMOUNT EQUAL TO THE
OUTSTANDING PRINCIPAL OF ITS LOANS AND L/C ADVANCES, ACCRUED INTEREST THEREON,
ACCRUED FEES AND ALL OTHER AMOUNTS PAYABLE TO IT HEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS (INCLUDING ANY AMOUNTS UNDER SECTION 3.05) FROM THE ASSIGNEE (TO
THE EXTENT OF SUCH OUTSTANDING PRINCIPAL AND ACCRUED INTEREST AND FEES) OR THE
COMPANY (IN THE CASE OF ALL OTHER AMOUNTS);

      3. IN THE CASE OF ANY SUCH ASSIGNMENT RESULTING FROM A LENDER EXERCISING
ITS RIGHTS UNDER SECTION 3.02, A CLAIM FOR COMPENSATION UNDER SECTION 3.04 OR
PAYMENTS REQUIRED TO BE MADE PURSUANT TO SECTION 3.01, SUCH ASSIGNMENT WILL
RESULT IN A REDUCTION IN SUCH COMPENSATION OR PAYMENTS THEREAFTER; AND

      4. SUCH ASSIGNMENT DOES NOT CONFLICT WITH APPLICABLE LAWS.

      N. GOVERNING LAW; JURISDICTION; ETC.

      1. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.

      2. SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS SITTING IN COOK COUNTY AND
OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, AND
ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE COURT OR, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE 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 OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT

                                       81

<PAGE>

OR ANY OTHER LOAN DOCUMENT AGAINST THE COMPANY OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.

      3. WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

      4. SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW.

      O. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON 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 THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      P. USA PATRIOT ACT NOTICE. EACH LENDER THAT IS SUBJECT TO THE ACT (AS
HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF
OF ANY LENDER) HEREBY NOTIFIES THE COMPANY THAT PURSUANT TO THE REQUIREMENTS OF
THE USA PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26,
2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES THE COMPANY, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE
COMPANY AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE
AGENT, AS APPLICABLE, TO IDENTIFY THE COMPANY IN ACCORDANCE WITH THE ACT.

      Q. JUDGMENT CURRENCY. IF, FOR THE PURPOSES OF OBTAINING JUDGMENT IN ANY
COURT, IT IS NECESSARY TO CONVERT A SUM DUE HEREUNDER OR ANY OTHER LOAN DOCUMENT
IN ONE CURRENCY INTO ANOTHER CURRENCY, THE RATE OF EXCHANGE USED SHALL BE THAT
AT WHICH IN ACCORDANCE WITH NORMAL BANKING PROCEDURES THE ADMINISTRATIVE AGENT
COULD PURCHASE THE FIRST CURRENCY WITH SUCH OTHER CURRENCY ON THE BUSINESS DAY
PRECEDING THAT ON WHICH FINAL JUDGMENT IS GIVEN. THE OBLIGATION OF THE COMPANY
IN RESPECT OF ANY SUCH SUM DUE FROM IT TO THE ADMINISTRATIVE AGENT OR THE
LENDERS HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS SHALL, NOTWITHSTANDING ANY
JUDGMENT IN A CURRENCY (THE "JUDGMENT CURRENCY") OTHER THAN THAT IN WHICH SUCH
SUM IS DENOMINATED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THIS
AGREEMENT (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT ON
THE BUSINESS DAY FOLLOWING RECEIPT BY THE ADMINISTRATIVE AGENT OF ANY SUM
ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE ADMINISTRATIVE AGENT MAY IN
ACCORDANCE WITH NORMAL BANKING PROCEDURES PURCHASE THE AGREEMENT CURRENCY WITH
THE JUDGMENT CURRENCY. IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED IS
LESS THAN THE SUM ORIGINALLY DUE TO THE ADMINISTRATIVE AGENT FROM THE COMPANY IN
THE AGREEMENT CURRENCY, THE COMPANY AGREES, AS A SEPARATE OBLIGATION AND
NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY THE ADMINISTRATIVE AGENT OR THE
PERSON TO WHOM SUCH OBLIGATION WAS OWING AGAINST SUCH LOSS. IF THE AMOUNT OF THE
AGREEMENT CURRENCY SO PURCHASED IS GREATER THAN THE SUM ORIGINALLY DUE TO THE
ADMINISTRATIVE AGENT IN SUCH CURRENCY, THE

                                       82

<PAGE>

ADMINISTRATIVE AGENT AGREES TO RETURN THE AMOUNT OF ANY EXCESS TO THE COMPANY
(OR TO ANY OTHER PERSON WHO MAY BE ENTITLED THERETO UNDER APPLICABLE LAW).

      R. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                            [SIGNATURE PAGES FOLLOW]

                                       83

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                IDEX CORPORATION

                                By: ___________________________________
                                Title: ________________________________

                                       S-1

<PAGE>

                                BANK OF AMERICA, N.A., as Administrative Agent

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-1

<PAGE>

                                BANK OF AMERICA, N.A., as a Lender, L/C Issuer
                                and Swing Line Lender

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-2

<PAGE>

                                WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-3

<PAGE>

                                LASALLE BANK, N.A.

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-4

<PAGE>

                                MIZUHO CORPORATE BANK, LTD.

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-5

<PAGE>

                                U.S. BANK NATIONAL ASSOCIATION

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-6

<PAGE>

                                THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO
                                BRANCH

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-7

<PAGE>

                                BANK OF CHINA, NEW YORK BRANCH

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-8

<PAGE>

                                WELLS FARGO BANK, NATIONAL ASSOCIATION

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                       S-9

<PAGE>

                                BANCA NAZIONALE DEL LAVORO S.P.A.

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-10

<PAGE>

                                THE BANK OF NEW YORK

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-11

<PAGE>

                                BARCLAYS BANK PLC

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-12

<PAGE>

                                FIFTH THIRD BANK

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-13

<PAGE>

                                JP MORGAN CHASE BANK, N.A.

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-14

<PAGE>

                                NATIONAL CITY BANK

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-15

<PAGE>

                                THE NORTHERN TRUST COMPANY

                                By: ___________________________________
                                Title: ________________________________


                               - SIGNATURE PAGE -
        IDEX CORPORATION AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                                      S-16

<PAGE>

                                                                   SCHEDULE 1.01

                             MANDATORY COST FORMULAE

1.    The Mandatory Cost (to the extent applicable) is an addition to the
      interest rate to compensate Lenders for the cost of compliance with:

      (a)   the requirements of the Bank of England and/or the Financial
            Services Authority (or, in either case, any other authority which
            replaces all or any of its functions); or

      (b)   the requirements of the European Central Bank.

2.    On the first day of each Interest Period (or as soon as practicable
      thereafter) the Administrative Agent shall calculate, as a percentage
      rate, a rate (the "Additional Cost Rate") for each Lender, in accordance
      with the paragraphs set out below. The Mandatory Cost will be calculated
      by the Administrative Agent as a weighted average of the Lenders'
      Additional Cost Rates (weighted in proportion to the percentage
      participation of each Lender in the relevant Loan) and will be expressed
      as a percentage rate per annum. The Administrative Agent will, at the
      request of the Company or any Lender, deliver to the Company or such
      Lender as the case may be, a statement setting forth the calculation of
      any Mandatory Cost.

3.    The Additional Cost Rate for any Lender lending from a Lending Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Administrative Agent. This percentage will be certified by such
      Lender in its notice to the Administrative Agent as its reasonable
      determination of the cost (expressed as a percentage of such Lender's
      participation in all Loans made from such Lending Office) of complying
      with the minimum reserve requirements of the European Central Bank in
      respect of Loans made from that Lending Office.

4.    The Additional Cost Rate for any Lender lending from a Lending Office in
      the United Kingdom will be calculated by the Administrative Agent as
      follows:

      (a)   in relation to any Loan in Sterling:

                   AB+C(B-D)+E x 0.01
                   ------------------
                      100 - (A+C)       per cent per annum

      (b)   in relation to any Loan in any currency other than Sterling:

                       E x 0.01
                       --------
                          300           per cent per annum

Where:

      "A"   is the percentage of Eligible Liabilities (assuming these to be in
            excess of any stated minimum) which that Lender is from time to time
            required to maintain as an interest free cash ratio deposit with the
            Bank of England to comply with cash ratio requirements.

      "B"   is the percentage rate of interest (excluding the Applicable Rate,
            the Mandatory Cost and any additional interest charged on overdue
            amounts pursuant to Section 2.09(b) and, in the case of interest
            (other than on overdue amounts) charged at the Default Rate, without
            counting any increase in interest rate effected by the charging of
            the Default Rate) payable for the relevant Interest Period of such
            Loan.

                                  Schedule 1.01
                                     Page 1
<PAGE>

      "C"   is the percentage (if any) of Eligible Liabilities which that Lender
            is required from time to time to maintain as interest bearing
            Special Deposits with the Bank of England.

      "D"   is the percentage rate per annum payable by the Bank of England to
            the Administrative Agent on interest bearing Special Deposits.

      "E"   is designed to compensate Lenders for amounts payable under the Fees
            Regulations and is calculated by the Administrative Agent as being
            the average of the most recent rates of charge supplied by the
            Lenders to the Administrative Agent pursuant to paragraph 7 below
            and expressed in pounds per (pound)1,000,000.

5.    For the purposes of this Schedule:

      (a)   "Eligible Liabilities" and "Special Deposits" have the meanings
            given to them from time to time under or pursuant to the Bank of
            England Act 1998 or (as may be appropriate) by the Bank of England;

      (b)   "Fees Regulations" means the FSA Supervision Manual or such other
            law or regulation as may be in force from time to time in respect of
            the payment of fees for the acceptance of deposits;

      (c)   "Fee Tariffs" means the fee tariffs specified in the Fees
            Regulations under the activity group A.1 Deposit acceptors (ignoring
            any minimum fee or zero rated fee required pursuant to the Fees
            Regulations but taking into account any applicable discount rate);
            and

      (d)   "Tariff Base" has the meaning given to it in, and will be calculated
            in accordance with, the Fees Regulations.

6.    In application of the above formulae, A, B, C and D will be included in
      the formulae as percentages (i.e. 5% will be included in the formula as 5
      and not as 0.05). A negative result obtained by subtracting D from B shall
      be taken as zero. The resulting figures shall be rounded to four decimal
      places.

7.    If requested by the Administrative Agent or the Company, each Lender with
      a Lending Office in the United Kingdom or a Participating Member State
      shall, as soon as practicable after publication by the Financial Services
      Authority, supply to the Administrative Agent and the Company, the rate of
      charge payable by such Lender to the Financial Services Authority pursuant
      to the Fees Regulations in respect of the relevant financial year of the
      Financial Services Authority (calculated for this purpose by such Lender
      as being the average of the Fee Tariffs applicable to such Lender for that
      financial year) and expressed in pounds per (pound)1,000,000 of the Tariff
      Base of such Lender.

8.    Each Lender shall supply any information required by the Administrative
      Agent for the purpose of calculating its Additional Cost Rate. In
      particular, but without limitation, each Lender shall supply the following
      information in writing on or prior to the date on which it becomes a
      Lender:

      (a)   its jurisdiction of incorporation and the jurisdiction of the
            Lending Office out of which it is making available its participation
            in the relevant Loan; and

      (b)   any other information that the Administrative Agent may reasonably
            require for such purpose.

Each Lender shall promptly notify the Administrative Agent in writing of any
change to the information provided by it pursuant to this paragraph.

9.    The percentages or rates of charge of each Lender for the purpose of A, C
      and E above shall be determined by the Administrative Agent based upon the
      information supplied to it pursuant to paragraphs 7 and 8

                                  Schedule 1.01
                                     Page 2
<PAGE>

      above and on the assumption that, unless a Lender notifies the
      Administrative Agent to the contrary, each Lender's obligations in
      relation to cash ratio deposits, Special Deposits and the Fees Regulations
      are the same as those of a typical bank from its jurisdiction of
      incorporation with a Lending Office in the same jurisdiction as such
      Lender's Lending Office.

10.   The Administrative Agent shall have no liability to any Person if such
      determination results in an Additional Cost Rate which over- or
      under-compensates any Lender and shall be entitled to assume that the
      information provided by any Lender pursuant to paragraphs 3, 7 and 8 above
      is true and correct in all respects.

11.   The Administrative Agent shall distribute the additional amounts received
      as a result of the Mandatory Cost to the Lenders on the basis of the
      Additional Cost Rate for each Lender based on the information provided by
      each Lender pursuant to paragraphs 3, 7 and 8 above.

12.   Any determination by the Administrative Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties hereto.

13.   The Administrative Agent may from time to time, after consultation with
      the Company and the Lenders, determine and notify to all parties any
      amendments which are required to be made to this Schedule in order to
      comply with any change in law, regulation or any requirements from time to
      time imposed by the Bank of England, the Financial Services Authority or
      the European Central Bank (or, in any case, any other authority which
      replaces all or any of its functions) and any such determination shall, in
      the absence of manifest error, be conclusive and binding on all parties
      hereto.

                                  Schedule 1.01
                                     Page 3
<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                           AND APPLICABLE PERCENTAGES

<TABLE>
<CAPTION>
                          LENDER                            COMMITMENT    APPLICABLE PERCENTAGE
--------------------------------------------------------   ------------   ---------------------
<S>                                                        <C>            <C>
Bank of America, N.A.                                      $ 72,500,000      12.083333333%
Wachovia Bank, National Association                        $ 72,500,000      12.083333333%
The Bank of Tokyo - Mitsubishi UFJ, Ltd., Chicago Branch   $ 55,000,000       9.166666667%
Mizuho Corporate Bank, Ltd.                                $ 55,000,000       9.166666667%
LaSalle Bank, N.A.                                         $ 55,000,000       9.166666667%
U.S. Bank National Association                             $ 40,000,000       6.666666667%
Bank of China, New York Branch                             $ 40,000,000       6.666666667%
Wells Fargo Bank, National Association                     $ 35,000,000       5.833333333%
Barclays Bank Plc                                          $ 25,000,000       4.166666667%
JP Morgan Chase Bank, N.A.                                 $ 25,000,000       4.166666667%
Banca Nazionale del Lavoro SpA                             $ 25,000,000       4.166666667%
The Bank of New York                                       $ 25,000,000       4.166666667%
Fifth Third Bank                                           $ 25,000,000       4.166666667%
National City Bank of the Midwest                          $ 25,000,000       4.166666667%
The Northern Trust Company                                 $ 25,000,000       4.166666667%

                                                           ============     =============
TOTAL                                                      $600,000,000     100.000000002%
</TABLE>

                                  Schedule 2.01
                                     Page 1
<PAGE>

                                                                   SCHEDULE 2.04

                           EXISTING LETTERS OF CREDIT

                                  Schedule 2.04
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.05

                                   LITIGATION

                                  Schedule 5.05
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.07

                                  ERISA MATTERS

                                  Schedule 5.07
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.11

                              PERMITTED LIABILITIES

                                  Schedule 5.11
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.12

                              ENVIRONMENTAL MATTERS

                                  Schedule 5.12
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.14

                            EXISTING SUBSIDIARIES AND
                               MINORITY INTERESTS

                                  Schedule 5.14
                                     Page 1
<PAGE>

                                                                   SCHEDULE 5.15

                                INSURANCE MATTERS

                                  Schedule 5.15
                                     Page 1
<PAGE>

                                                                   SCHEDULE 7.01

                                 PERMITTED LIENS

                                  Schedule 7.01
                                     Page 1
<PAGE>

                                                                   SCHEDULE 7.04

                              PERMITTED INVESTMENTS

                                  Schedule 7.04
                                     Page 1
<PAGE>

                                                                   SCHEDULE 7.05

                             PERMITTED INDEBTEDNESS

                                  Schedule 7.05
                                     Page 1
<PAGE>

                                                                   SCHEDULE 7.07

                             CONTINGENT OBLIGATIONS

                                  Schedule 7.07
                                     Page 1
<PAGE>

                                                                  SCHEDULE 10.02

                         ADMINISTRATIVE AGENT'S OFFICE;
                          CERTAIN ADDRESSES FOR NOTICES

COMPANY:

IDEX Corporation
630 Dundee Road, Suite 400
Northbrook, Illinois  60062
Attention: Douglas C. Lennox, Frank J, Notaro, Dominic A. Romeo
Telephone: (847) 498-7070
Telecopier: (847) 498-9123
Electronic Mail: dlennox@idexcorp.com,
fnotaro@idexcorp.com;dromeo@idexcorp.com
Website Address: www.idexcorp.com


ADMINISTRATIVE AGENT:

Administrative Agent's Office
(for payments and Requests for Credit Extensions):
Bank of America, N.A.
Building B
2001 Clayton Road
Mail Code: CA702-02-25
Concord, CA 94520-2405
Attention: Anna Marie Finn
Phone: (925) 675-8312
Fax: (888) 969-9238
Electronic Mail: anna.m.finn@bankofamerica.com
Other Notices as Administrative Agent:
Bank of America N.A.
Building B
2001 Clayton Road
Mail Code: CA702-02-25
Concord, CA 94520-2405
Attention: Anna Marie Finn
Phone: (925) 675-8312
Fax: (888) 969-9238
Electronic Mail: anna.m.finn@bankofamerica.com

ADMINISTRATIVE AGENT ACCOUNT INFORMATION:

Account No.(for Dollars): 3570836479
Ref: Idex, Attn: Credit Services
ABA# 026-009-593

Account No. (for Euro): 65280019
Ref: Idex
Swift Address: BOFAGB22

Account No. (for Sterling): 65280027
Ref: Idex
London Sort Code: 16-50-50
Swift Address: BOFAGB22

Account No. (for Yen): 606490661046
(Bank of America, Tokyo)
Ref: Idex
Swift Address: BOFAJPJX

Account No. (for Swiss Francs): 601490661012
(Bank of America, Geneva)
Ref: Idex
Swift Address: BOFACH2X

Account No.(for Canadian Dollars): 711465003220
(Bank of America Canada (Transit # 01312), Toronto)
Ref: Idex
Swift Address: BOFACATT

                                 Schedule 10.02
                                     Page 1
<PAGE>

L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 South Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, California 90017-1466
Attention: Sandra Leon, Vice President
Telephone: (213) 345-5231
Telecopier: (213) 345-0265
Electronic Mail: Sandra.Leon@bankofamerica.com

SWING LINE LENDER:

Bank of America, N.A.
Building B
2001 Clayton Road
Mail Code: CA702-02-25
Concord, CA 94520-2405
Attention: Anna Marie Finn
Phone: (925) 675-8312
Fax: (888) 969-9238
Electronic Mail: anna.m.finn@bankofamerica.com

                                 Schedule 10.02
                                     Page 2
<PAGE>

                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                          Date:_________________

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

   Reference is made to that certain Amended and Restated Credit Agreement,
dated as of December 21, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement"; the terms
defined therein being used herein as therein defined), among IDEX Corporation, a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

   The undersigned hereby requests (select one):

   [ ] A Borrowing of Committed Loans [ ] A conversion or continuation of Loans

   1. On (a Business Day).

   2. In the amount of_________________________________________.

   3. Comprised of_____________________________________________
                      [Type of Committed Loan requested](1)

   4. In the following currency:_______________________________.

5. For Eurocurrency Rate Loans: with an Interest Period of __________ months.

   The Committed Borrowing, if any, requested herein complies with the provisos
to the first sentence of Section 2.01 of the Agreement.

                                             IDEX CORPORATION

                                             By:________________________________
                                                Name:

                                                Title:
----------
(1)   Base Rate Loan, Eurocurrency Rate Loan or Eurocurrency Rate Committed Loan
      in Same Day Funds.

                                      A - 1
                          Form of Committed Loan Notice
<PAGE>

                                                                     EXHIBIT B-1

                               FORM OF BID REQUEST

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Amended and Restated Credit Agreement,
dated as of December 21, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement"; the terms
defined therein being used herein as therein defined), among IDEX Corporation, a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

      The Lenders are invited to make Bid Loans:

      1.    On _______________ (a Business Day).

      2.    In an aggregate amount not exceeding $___________ (with any
            sublimits set forth below).

      3.    Comprised of (select one):

      [ ]   Bid Loans based on an Absolute Rate      [ ]  Bid Loans based on
                                                          Eurocurrency Rate

<TABLE>
<CAPTION>
                                                   MAXIMUM PRINCIPAL AMOUNT
BID LOAN NO.        INTEREST PERIOD REQUESTED             REQUESTED
------------        -------------------------      ------------------------
<S>                 <C>                            <C>
     1                   _______days/mos                 $___________
     2                   _______days/mos                 $___________
     3                   _______days/mos                 $___________
</TABLE>

      The Bid Borrowing requested herein complies with the requirements of the
proviso to the first sentence of Section 2.03(a) of the Agreement.

      The Company authorizes the Administrative Agent to deliver this Bid
Request to the Lenders. Responses by the Lenders must be in substantially the
form of Exhibit B-2 to the Agreement and must be received by the Administrative
Agent by the time specified in Section 2.03 of the Agreement for submitting
Competitive Bids.

                                           IDEX CORPORATION

                                           By: _________________________________
                                               Name:

                                               Title:

                                       B-1
                               Form of Bid Request

<PAGE>

                                                                     EXHIBIT B-2

                             FORM OF COMPETITIVE BID

                                                              Date: ____________

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Amended and Restated Credit Agreement,
dated as of December 21, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement"; the terms
defined therein being used herein as therein defined), among IDEX Corporation, a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

      In response to the Bid Request dated ____________, the undersigned offers
to make the following Bid Loan(s):

            1.    Borrowing date: (a Business Day).

            2.    In an aggregate amount not exceeding $_______________ (with
                  any sublimits set forth below).

            3.    Comprised of:

<TABLE>
<CAPTION>
                                                                     ABSOLUTE RATE BID
                                                                      OR EUROCURRENCY
BID LOAN NO.     INTEREST PERIOD OFFERED        BID MAXIMUM              MARGIN BID*
------------     -----------------------     ----------------        -----------------
<S>              <C>                         <C>                     <C>
     1               _______days/mos         $_______________        (- +)__________ %
     2               _______days/mos         $_______________        (- +)__________ %
     3               _______days/mos         $_______________        (- +)__________ %
</TABLE>

----------
* Expressed in multiples of 1/100th of a basis point.

                                      B-2-1
                             Form of Competitive Bid

<PAGE>

      Contact Person: ____________________ Telephone: _______________

                                                [LENDER]

                                                By: ____________________________
                                                    Name:

                                                    Title:

********************************************************************************

      THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY
OFFERS CONTAINED IN THIS COMPETITIVE BID:

      The offers made above are hereby accepted in the amounts set forth below:

<TABLE>
<CAPTION>
BID LOAN NO.                       PRINCIPAL AMOUNT ACCEPTED
------------                       -------------------------
<S>                                <C>
                                   $

                                   $

                                   $
</TABLE>

Date: ____________

IDEX CORPORATION

By: ________________________________
    Name:

    Title:

                                      B-2-2
                             Form of Competitive Bid

<PAGE>

                                                                       EXHIBIT C

                         FORM OF SWING LINE LOAN NOTICE

                                                              Date: ____________

To: Bank of America, N.A., as Swing Line Lender
    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Amended and Restated Credit Agreement,
dated as of December 21, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement"; the terms
defined therein being used herein as therein defined), among IDEX Corporation, a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

      The undersigned hereby requests a Swing Line Loan:

            1.    On ________________________________ (a Business Day).

            2.    In the amount of $ ________________.

      The Swing Line Borrowing requested herein complies with the requirements
of the provisos to the first sentence of Section 2.05(a) of the Agreement.

                                             IDEX CORPORATION

                                             By: _______________________________
                                                 Name:

                                                 Title:

                                       C-1
                         Form of Swing Line Loan Notice

<PAGE>

                                                                       EXHIBIT D

                                  FORM OF NOTE

                                                                ________________

      FOR VALUE RECEIVED, the undersigned (the "Company"), hereby promises to
pay to _________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Loan from time to time made by the Lender to the Company under
that certain Amended and Restated Credit Agreement, dated as of December 21,
2006 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement"; the terms defined therein being used
herein as therein defined), among the Company, the Lenders from time to time
party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer
and Swing Line Lender.

      The Company promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
Except as otherwise provided in Section 2.05(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in the currency in which such
Committed Loan was denominated and in Same Day Funds at the Administrative
Agent's Office for such currency. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Loans made by the
Lender shall be evidenced by one or more loan accounts or records maintained by
the Lender in the ordinary course of business. The Lender may also attach
schedules to this Note and endorse thereon the date, amount, currency and
maturity of its Loans and payments with respect thereto.

      The Company, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

                            [signature page follows]

                                       D-1
                                  Form of Note

<PAGE>

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ILLINOIS.

                                            IDEX CORPORATION

                                            By: ________________________________
                                                Name:

                                                Title:

                                       D-2
                                  Form of Note

<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                  CURRENCY                        AMOUNT OF       OUTSTANDING
                                     AND            END OF      PRINCIPAL OR       PRINCIPAL
                   TYPE OF        AMOUNT OF        INTEREST     INTEREST PAID       BALANCE         NOTATION
   DATE           LOAN MADE       LOAN MADE         PERIOD        THIS DATE        THIS DATE        MADE BY
----------        ---------       ---------        --------     -------------     -----------       --------
<S>               <C>             <C>              <C>          <C>               <C>               <C>
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
---------         ---------       ---------        ---------       --------         --------        --------
</TABLE>

                                       D-3
                                  Form of Note

<PAGE>

                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                     Financial Statement Date: _____________

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Amended and Restated Credit Agreement,
dated as of December 21, 2006 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among IDEX Corporation, a
Delaware corporation (the "Company"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the ______________ of the Company, and that, as such, he/she is
authorized to execute and deliver this Certificate to the Administrative Agent
on the behalf of the Company, and that:

      [USE FOLLOWING PARAGRAPH 1 FOR FISCAL YEAR-END FINANCIAL STATEMENTS]

      1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Company ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

     [USE FOLLOWING PARAGRAPH 1 FOR FISCAL QUARTER-END FINANCIAL STATEMENTS]

      1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Company ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

      2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Company during the accounting period covered by the attached financial
statements.

      3. A review of the activities of the Company during such fiscal period has
been made under the supervision of the undersigned with a view to determining
whether during such fiscal period the Company performed and observed all its
Obligations under the Loan Documents, and

                                  [SELECT ONE:]

      [to the best knowledge of the undersigned during such fiscal period, the
Company performed and observed each covenant and condition of the Loan Documents
applicable to it.]

                                     --OR--

      [the following covenants or conditions have not been performed or observed
and the following is a list of each such Default and its nature and status:]

                                       E-1
                         Form of Compliance Certificate

<PAGE>

      4. The representations and warranties of the Company contained in Article
V of the Agreement, and any representations and warranties of the Company that
are contained in any document furnished at any time under or in connection with
the Loan Documents, are true and correct on and as of the date hereof, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Compliance Certificate, the representations
and warranties contained in Section 5.11(a) of the Agreement shall be deemed to
refer to the most recent statements furnished pursuant to Section 6.01(a) and
(b) of the Agreement, including the statements in connection with which this
Compliance Certificate is delivered.

      5. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the date of this Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
__________________.

                                            IDEX CORPORATION

                                            By: ________________________________
                                                Name:

                                                Title:

                                       E-2
                         Form of Compliance Certificate

<PAGE>

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

                   For the Quarter/Year Ended________________

<TABLE>
<S>                                                                                     <C>
I.    SECTION 7.15(a) - INTEREST COVERAGE RATIO.

      A.    Consolidated EBITDA for four consecutive fiscal quarters ending on
            above date ("Subject Period"):

            1.    Consolidated Net Income for Subject Period:                           $__________

            2.    Consolidated interest expenses for Subject Period:                    $__________

            3.    Provision for income taxes for Subject Period:                        $__________

            4.    Interest component for Off Balance Sheet Obligations for
                  Subject Period:                                                       $__________

            5.    Depreciation expenses for Subject Period:                             $__________

            6.    Amortization expenses for Subject Period:                             $__________

            7.    Consolidated EBITDA (Lines II.A1 + 2 + 3 + 4 + 5 + 6):                $__________

      B.    Consolidated Interest Expense for Subject Period:                           $__________

      C.    Consolidated Interest Coverage Ratio (Line I.A.7 / Line I.B):               _______to 1

            Minimum required: 3.00 to 1

II.   SECTION 7.15(b) - LEVERAGE RATIO.

      A.    Consolidated Debt at Statement Date:                                        $__________

      B.    Consolidated EBITDA for Subject Period (Line I.A.7 above):                  $__________

      C.    Consolidated Leverage Ratio (Line II.A / Line II.B):                        _______to 1

            Maximum permitted: _____ to 1
</TABLE>

                                       E-3
                         Form of Compliance Certificate

<PAGE>

                                                                       EXHIBIT F

                            ASSIGNMENT AND ASSUMPTION

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

      For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities(2)) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.    Assignor:   ____________________________

2.    Assignee:   ____________________________ [and is an Affiliate [identify
                  Lender](3)]

3.    Company(s): ____________________________

4.    Administrative Agent: Bank of America, N.A., as the administrative agent
      under the Credit Agreement

5.    Credit Agreement: Amended and Restated Credit Agreement, dated as of
      December 21, 2006 (as amended, restated, extended, supplemented or
      otherwise modified in writing from time to time, the "Agreement;" the
      terms defined therein being used herein as therein defined), among IDEX
      Corporation, a Delaware corporation (the "Company"), the Lenders from time
      to time party thereto, and Bank of America, N.A., as Administrative Agent,
      L/C Issuer and Swing Line Lender.

----------
(2)   Include all applicable subfacilities.

(3)   Select as applicable.

<PAGE>

6.    Assigned Interest:

<TABLE>
<CAPTION>
                      Aggregate
                       Amount of          Amount of           Percentage
 Facility             Commitment          Commitment          Assigned of
 Assigned          for all Lenders*       Assigned*          Commitment(4)      CUSIP Number
----------         ----------------      -----------         -------------      ------------
<S>                <C>                   <C>                 <C>                <C>
__________           $__________         $__________          __________%
__________           $__________         $__________          __________%
</TABLE>

[7.   Trade Date: ________________________](5)

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

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

                                              ASSIGNOR

                                              [NAME OF ASSIGNOR]

                                              By: ______________________________
                                                  Title:

                                              ASSIGNEE

                                              [NAME OF ASSIGNEE]

                                              By: ______________________________
                                                  Title:

[Consented to and](6) Accepted:

BANK OF AMERICA, N.A., as
  Administrative Agent

By: ____________________________________
    Title:

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

(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.

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

<PAGE>

[Consented to:](7)

By: ___________________________________
    Title:

----------
(7)   To be added only if the consent of the Company and/or other parties (e.g.
      Swing Line Lender, L/C Issuer) is required by the terms of the Credit
      Agreement.

<PAGE>

                      ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

      1. Representations and Warranties.

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

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

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

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