Exxhibit 4.11 to Deluxe Corporation Form 10-K dated December 31, 2005







Exhibit 4.11 




 

 





AMENDED AND RESTATED

5-YEAR REVOLVING CREDIT AGREEMENT 


Dated as of July 20, 2005 


among 


DELUXE CORPORATION, 


JPMORGAN CHASE BANK, N.A., 

as Administrative Agent, 


WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Syndication Agent, 


THE BANK OF TOKYO-MITSUBISHI, LTD. and
U.S. BANK NATIONAL ASSOCIATION, 

as Documentation Agents 


and 


THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO 


arranged by 


J.P. MORGAN SECURITIES INC. and

WACHOVIA BANK, NATIONAL ASSOCIATION, 

as Co-Lead Arrangers and Joint Book Runners 





 

 















TABLE OF CONTENTS  





	Section 		Page 
	 
	ARTICLE I     DEFINITIONS 	1	 
	 
	1.01	 	Certain Defined Terms	 	1	 
	1.02	 	Other Interpretive Provisions	 	15	 
	1.03	 	Accounting Principles	 	16	 
	 
	ARTICLE II     THE CREDITS 	16	 
	 
	2.01	 	The Revolving Credit	 	16	 
	2.02	 	Loan Accounts; Notes	 	17	 
	2.03	 	Procedure for Committed Borrowing	 	17	 
	2.04	 	Conversion and Continuation Elections for Committed Borrowings	 	18	 
	2.05	 	Bid Borrowings	 	20	 
	2.06	 	Procedure for Bid Borrowings	 	20	 
	2.07	 	Termination or Reduction of Commitments; Increase of Commitments	 	23	 
	2.08	 	Optional Prepayments	 	24	 
	2.09	 	[RESERVED]	 	25	 
	2.10	 	Repayment	 	25	 
	2.11	 	Interest	 	25	 
	2.12	 	Fees	 	26	 
	2.13	 	Computation of Fees and Interest	 	27	 
	2.14	 	Payments by the Company	 	27	 
	2.15	 	Payments by the Banks to the Agent	 	28	 
	2.16	 	Sharing of Payments, Etc.	 	29	 
	2.17	 	Facility LCs	 	29	 
	 
	ARTICLE III     TAXES, YIELD PROTECTION AND ILLEGALITY 	34	 
	 
	3.01	 	Taxes	 	34	 
	3.02	 	Illegality	 	37	 
	3.03	 	Increased Costs and Reduction of Return	 	37	 
	3.04	 	Funding Losses	 	38	 
	3.05	 	Inability to Determine Rates	 	39	 
	3.06	 	Reserves on Offshore Rate Committed Loans	 	39	 
	3.07	 	Certificates of Banks	 	40	 
	3.08	 	Substitution of Banks	 	40	 
	3.09	 	Survival	 	40	 
	 
	ARTICLE IV     CONDITIONS PRECEDENT 	40	 
	 
	4.01	 	Conditions to Effectiveness of Commitments and to Initial Loans	 	40	 
	4.02	 	Conditions to All Credit Extensions	 	42	 









ii. 










	Section 		Page 
	 
	ARTICLE V     REPRESENTATIONS AND WARRANTIES 	42	 
	 
	5.01	 	Corporate Existence and Power	 	42	 
	5.02	 	Corporate Authorization; No Contravention	 	43	 
	5.03	 	Governmental Authorization	 	43	 
	5.04	 	Binding Effect	 	43	 
	5.05	 	Litigation	 	43	 
	5.06	 	No Default	 	44	 
	5.07	 	ERISA Compliance	 	44	 
	5.08	 	Use of Proceeds; Margin Regulations	 	45	 
	5.09	 	Title to Properties	 	45	 
	5.10	 	Taxes	 	45	 
	5.11	 	Financial Condition	 	45	 
	5.12	 	Environmental Matters	 	46	 
	5.13	 	Regulated Entities	 	46	 
	5.14	 	No Burdensome Restrictions	 	46	 
	5.15	 	Copyrights, Patents, Trademarks and Licenses, etc.	 	46	 
	5.16	 	Subsidiaries	 	46	 
	5.17	 	Insurance	 	46	 
	5.18	 	Full Disclosure	 	47	 
	5.19	 	Reportable Transaction	 	47	 
	5.20	 	Solvency	 	47	 
	5.21	 	Specially Designated Nationals or Blocked Persons List	 	47	 
	 
	ARTICLE VI     AFFIRMATIVE COVENANTS 	47	 
	 
	6.01	 	Financial Statements	 	47	 
	6.02	 	Certificates; Other Information	 	48	 
	6.03	 	Notices	 	48	 
	6.04	 	Preservation of Corporate Existence, Etc.	 	49	 
	6.05	 	Maintenance of Property	 	50	 
	6.06	 	Insurance	 	50	 
	6.07	 	Payment of Obligations	 	50	 
	6.08	 	Compliance with Laws	 	51	 
	6.09	 	Compliance with ERISA	 	51	 
	6.10	 	Inspection of Property and Books and Records	 	51	 
	6.11	 	Environmental Laws	 	51	 
	6.12	 	Use of Proceeds	 	51	 
	 
	ARTICLE VII     NEGATIVE COVENANTS 	52	 
	 
	7.01	 	Limitation on Liens	 	52	 
	7.02	 	Disposition of Assets	 	53	 
	7.03	 	Consolidations and Mergers	 	54	 
	7.04	 	Transactions with Affiliates	 	54	 
	7.05	 	Use of Proceeds	 	54	 
	7.06	 	Restricted Payments	 	55	 
	7.07	 	ERISA	 	55	 
	7.08	 	Change in Business	 	55	 









iii. 









	Section 		Page 
	 
	7.09	 	Accounting Changes	 	55	 
	7.10	 	Interest Coverage	 	56	 
	7.11	 	Subsidiary Indebtedness	 	56	 
	 
	ARTICLE VIII     EVENTS OF DEFAULT 	56	 
	 
	8.01	 	Event of Default	 	56	 
	8.02	 	Remedies	 	58	 
	8.03	 	Rights Not Exclusive	 	59	 
	 
	ARTICLE IX     THE AGENT 	59	 
	 
	9.01	 	Appointment and Authorization	 	59	 
	9.02	 	Delegation of Duties	 	60	 
	9.03	 	Liability of Agent	 	60	 
	9.04	 	Reliance by Agent	 	60	 
	9.05	 	Notice of Default	 	61	 
	9.06	 	Credit Decision	 	61	 
	9.07	 	Indemnification	 	61	 
	9.08	 	Agent in Individual Capacity	 	62	 
	9.09	 	Successor Agent	 	62	 
	9.10	 	Withholding Tax	 	63	 
	 
	ARTICLE X     MISCELLANEOUS 	63	 
	 
	10.01	 	Amendments and Waivers	 	63	 
	10.02	 	Notices	 	64	 
	10.03	 	No Waiver; Cumulative Remedies	 	65	 
	10.04	 	Costs and Expenses	 	65	 
	10.05	 	Indemnity	 	65	 
	10.06	 	Payments Set Aside	 	67	 
	10.07	 	Successors and Assigns	 	67	 
	10.08	 	Assignments, Participations, etc.	 	67	 
	10.09	 	Set-off	 	70	 
	10.10	 	Notification of Addresses, Lending Offices, Etc.	 	70	 
	10.11	 	Counterparts	 	70	 
	10.12	 	Severability	 	70	 
	10.13	 	No Third Parties Benefited	 	70	 
	10.14	 	Governing Law and Jurisdiction	 	70	 
	10.15	 	Waiver of Jury Trial	 	71	 
	10.16	 	Entire Agreement	 	71	 
	10.17	 	USA PATRIOT ACT NOTIFICATION	 	71	 








iv. 












ANNEX I          Pricing Grid 





SCHEDULES 


	Schedule 2.01	 	List of Commitments and Pro Rata Shares	 
	Schedule 5.05	 	Litigation Schedule	 
	Schedule 5.07	 	ERISA Matters	 
	Schedule 5.12	 	Environmental Schedule	 
	Schedule 5.15	 	Copyrights, Patents, Trademarks and Licenses	 
	Schedule 5.16	 	List of Subsidiaries and Material Equity Investments	 
	Schedule 7.01	 	Existing Liens	 
	Schedule 10.02	 	Offshore and Domestic Lending Offices, Addresses for Notices	 




EXHIBITS 


	Exhibit A	 	Form of Compliance Certificate	 
	Exhibit B	 	Form of Notice of Borrowing	 
	Exhibit C	 	Form of Notice of Conversion/Continuation	 
	Exhibit D	 	Form of Invitation for Competitive Bids	 
	Exhibit E	 	Form of Competitive Bid Request	 
	Exhibit F	 	Form of Competitive Bid	 
	Exhibit G-1	 	Form of Committed Loan Note	 
	Exhibit G-2	 	Form of Bid Loan Note	 
	Exhibit H	 	Form of Opinion of Anthony C. Scarfone, General Counsel to the Company	 
	Exhibit I	 	Form of Assignment and Acceptance	 






















v. 










AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT  


        This AMENDED AND RESTATED
5-YEAR REVOLVING CREDIT AGREEMENT is entered into as of July 20, 2005, among DELUXE CORPORATION, a Minnesota corporation (the
“Company”), the several financial institutions from time to time party to this Agreement (collectively, the
“Banks”; individually, a “Bank”), and JPMORGAN CHASE BANK, N.A. (successor by merger with Bank
One, NA), as administrative agent (in such capacity, the “Agent”) for the Banks and as an LC Issuer to amend and
restate (a) that certain 364-Day Revolving Credit Agreement entered into as of July 22, 2004 among the Company, the institutions
parties thereto as “Banks”, and the Agent (as amended or otherwise modified as of the date hereof, the “2004
364-Day Credit Agreement”), and (b) that certain 5-Year Revolving Credit Agreement, dated as of August 19, 2002, by and
among the Company, the lenders party thereto and the Agent (as amended or otherwise modified as of the date hereof, the
“2002 5-Year Credit Agreement”, and together with the 2004 364-Day Credit Agreement, the “Existing Credit
Agreements”) and from and after the Closing Date, the Existing Credit Agreements are hereby amended and restated in their
entirety as provided herein. 


        WHEREAS, the Banks have
agreed to make available to the Company a revolving credit facility upon the terms and conditions set forth in this Agreement;



        NOW, THEREFORE, in
consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows: 


ARTICLE I 

DEFINITIONS  



        1.01    Certain Defined Terms.   The following terms have the
following meanings:  



	  	        “Absolute
Rate” has the meaning specified in subsection 2.06(c).  







	  	        “Absolute
Rate Auction” means a solicitation of Competitive Bids setting forth Absolute Rates pursuant to Section 2.06. 







	  	        “Absolute
Rate Bid Loan” means a Bid Loan that bears interest at a rate determined with reference to the Absolute Rate. 







	  	        “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 material part of the business and operations or
division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests or equity of any
Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination
with another Person (other than a Person that is a Subsidiary) provided that the Company or a Subsidiary is the surviving entity.








	  	        “Affiliate”
means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. A Person 










1. 












	  	shall be deemed to control another Person if the controlling
Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other
Person, whether through the ownership of voting securities, by contract, or otherwise. 






	  	        “Agent”
means JPMorgan in its capacity as administrative agent for the Banks hereunder, and any successor agent arising under
Section 9.09. 







	  	        “Agent-Related
Persons” means JPMorgan in its capacity as Agent and any successor agent arising under Section 9.09, together with
their respective Affiliates (including, in the case of JPMorgan, J.P. Morgan Securities Inc.), the Syndication Agent and the
Documentation Agents, together with their respective Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates. 







	  	        “Agent’s
Payment Office” means the address for payments set forth on Schedule 10.02 hereto in relation to the Agent, or such
other address as the Agent may from time to time specify. 







	  	        “Aggregate
Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Banks.








	  	        “Agreement”
means this Amended and Restated 5-Year Revolving Credit Agreement. 







	  	        “Applicable
Facility Fee Rate” means, at any time, the percentage rate per annum at which the Facility Fee (as defined in Section
2.12) accrues at such time as set forth in the pricing grid on Annex  I. 







	  	        “Applicable
Margin” means (i) with respect to Base Rate Committed Loans, the amount set forth below the indicated Level Status
opposite the heading “Base Rate Applicable Margin”, (ii) with respect to Offshore Rate Committed Loans, the amount
set forth below the indicated Level Status opposite the heading “LIBO Rate Applicable Margin”, and (iii) with respect to
Facility LCs, the amount set forth below the indicated Level Status opposite the heading “Commercial LC Fee Rate” or
“Standby LC Fee Rate”, as applicable, each such heading as set forth in the pricing grid on Annex I. The
Applicable Margin shall automatically change in respect of all Committed Loans then outstanding or as to which a Notice of
Borrowing has been delivered as of the date of any public announcement by S&P or Moody’s resulting in a change of Level
Status. 







	  	        “Applicable
Utilization Margin” means, at any time, the percentage rate per annum at which utilization margins (as provided in
Section 2.12) are accruing on the Aggregate Outstanding Credit Exposure at such time as set forth in the pricing grid on Annex
I. 







	  	        “Arrangers”
means J.P. Morgan Securities Inc. and Wachovia Bank, National Association. 







	  	        “Assignee”
has the meaning specified in subsection 10.08(a). 










2. 












	  	        “Assignment
and Acceptance” has the meaning specified in Section 10.08(a). 







	  	        “Attorney
Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel, the reasonable
allocated cost of internal legal services and all reasonable disbursements of internal counsel. 







	  	        “Bank”
has the meaning specified in the introductory clause hereto. 







	  	        “Bankruptcy
Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.). 







	  	        “Base
Rate” means, for any day, a fluctuating rate of interest per annum equal to (i) the higher of (a) the Prime
Rate for such day and (b) the sum of (A) the Federal Funds Effective Rate for such day and (B) one-half of one
percent (0.5%) per annum, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes. 







	  	        “Base
Rate Committed Loan” means a Committed Loan that bears interest based on the Base Rate. 







	  	        “Bid
Borrowing” means a Borrowing hereunder consisting of one or more Bid Loans made to the Company on the same day by one or
more Banks. 







	  	        “Bid
Loan” means a Loan by a Bank to the Company under Section 2.05, which may be a LIBOR Bid Loan or an Absolute Rate
Bid Loan. 







	  	        “Bid
Loan Lender” means, in respect of any Bid Loan, the Bank making such Bid Loan to the Company. 







	  	        “Bid
Loan Note” has the meaning specified in Section 2.02. 







	  	        “Borrowing”
means a borrowing hereunder consisting of Loans of the same Type (in the case of Committed Loans) made to the Company on the same
day by one or more of the Banks under Article II, and may be a Committed Borrowing or a Bid Borrowing and, other than in the case
of Base Rate Committed Loans, having the same Interest Period. 







	  	        “Borrowing
Date” means any date on which a Borrowing occurs under Section 2.03. 







	  	        “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or Chicago are
authorized or required by law to close and, if the applicable Business Day relates to any Offshore Rate Loan, means such a day on
which dealings are carried on in the applicable offshore dollar interbank market. 







	  	        “Capital
Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or
any other law, rule or regulation, 









3. 












	  	whether or not having the force of law, in each case, regarding
capital adequacy of any bank or of any corporation controlling a bank. 






	  	        “Closing
Date” means the date on which all conditions precedent set forth in Section 4.01 are satisfied or waived by all
Banks (or, in the case of subsection 4.01(e), waived by the Person entitled to receive such payment). 







	  	        “Code”
means the Internal Revenue Code of 1986, and regulations promulgated thereunder. 







	  	        “Collateral
Shortfall Amount” means, at any time, an amount equal to the difference of (x) the amount of LC Obligations at such time,
less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims
of third parties and has not been applied against the Obligations. 







	  	        “Commitment”,
as to each Bank, has the meaning specified in Section 2.01.  







	  	        “Committed
Borrowing” means a Borrowing hereunder consisting of Committed Loans made on the same day by the Banks ratably according
to their respective Pro Rata Shares and, in the case of Offshore Rate Committed Loans, having the same Interest Periods. 







	  	        “Committed
Loan” means a Loan by a Bank to the Company under Section 2.01, and may be an Offshore Rate Committed Loan or a Base
Rate Committed Loan (each, a “Type” of Committed Loan). 







	  	        “Committed
Loan Note” has the meaning specified in Section 2.02.  







	  	        “Competitive
Bid” means an offer by a Bank to make a Bid Loan in accordance with subsection 2.06(c). 







	  	        “Competitive
Bid Request” has the meaning specified in subsection 2.06(a).  







	  	        “Compliance
Certificate” means a certificate substantially in the form of Exhibit A. 







	  	        “Contingent
Obligation” means, as applied to any Person, any material direct or indirect liability of that Person with respect to any
Indebtedness, lease, dividend, Surety Instrument or other obligation (the “primary obligations”) of another Person (the
“primary obligor”), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase
or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, or (b) to
advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) 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, or (c) 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 (d) otherwise to assure or hold harmless the 









4. 












	  	holder of any such primary obligation against loss in respect
thereof; in each case (a), (b), (c) or (d), including arrangements wherein the rights and remedies of the holder of the primary
obligation are limited to repossession or sale of certain property of such Person. The amount of any Contingent Obligation shall
be deemed equal to the lesser of (x) the stated or determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect
thereof, or (y) any limitation of such Contingent Obligation contained in the instrument or agreement creating such
Contingent Obligation. 






	  	        “Contractual
Obligation” means, as to any Person, any provision either 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 and which in either case is material to such Person. 







	  	        “Conversion/Continuation
Date” means any date on which, under Section 2.04, the Company (a) converts Committed Loans of one Type to
another Type, or (b) continues Committed Loans of the same Type, but with a new Interest Period, in the case of Committed
Loans having Interest Periods expiring on such date. 







	  	        “Credit
Extension” means the making of a Loan or the issuance of a Facility LC hereunder. 







	  	        “Credit
Extension Date” means the Borrowing Date for a Borrowing or the issuance date for a Facility LC. 







	  	        “Default”
means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default. 







	  	        “Documentation
Agents” means The Bank of Tokyo-Mitsubishi, Ltd. and U.S. Bank National Association, in their respective capacity as
documentation agents for the credit transaction evidenced by this Agreement. 







	  	        “Dollars”,
“dollars” and “$” each mean lawful money of the United States. 







	  	        “Eligible
Assignee” means (i) any Bank party hereto as of the Closing Date, (ii) a commercial bank organized under the laws of
the United States, or any state thereof, and having a combined capital and surplus of at least $500,000,000; (iii) a
commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and
Development (the “OECD”), or a political subdivision of any such country, and having a combined capital and surplus of
at least $500,000,000, provided that such bank is acting through a branch or agency located in the United States; or (iv) a
Person that is primarily engaged in the business of commercial banking and that is (A) a Subsidiary of a Bank, (B) a
Subsidiary of a Person of which a Bank is a Subsidiary, or (C) a Person of which a Bank is a Subsidiary; provided that
any such bank or Person shall also have senior unsecured long-term debt ratings which are rated at least 









5. 












	  	A- (or the equivalent) as publicly announced by S&P or A3 (or
the equivalent) as publicly announced by Moody’s. 






	  	        “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, 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 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 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 of, 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. 







	  	        “Event
of Default” means any of the events or circumstances specified in Section 8.01.  







	  	        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder. 







	  	        “Facility
Fee” has the meaning specified in Section 2.12(a).  







	  	        “Facility
LC” is defined in Section 2.17(a).  







	  	        “Facility
LC Application” is defined in Section 2.17(c).  











6. 













	  	        “Facility
LC Collateral Account” is defined in Section 2.17(k).  







	  	        “Federal
Funds Effective Rate” means, for any day, an interest 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 for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at
approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by the Agent in its sole discretion. 







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







	  	        “Funded
Debt” means as of the date of any determination all outstanding Indebtedness of the Company and its consolidated
Subsidiaries which matures more than one (1) year after the incurrence thereof or is extendable, renewable or refundable, at the
option of the obligor, to a date more than one (1) year after the incurrence thereof. 







	  	        “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). 







	  	        “Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, and any governmental regulatory authority or agency such as the FDIC, FRB, IRS or SEC.








	  	        “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 recourse 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; (f) all obligations with respect to capital leases; and (g) all reimbursement
obligations with respect to letters of credit; provided, however, that the term “Indebtedness” shall not
include non-recourse obligations or indebtedness of any kind; and provided further, however, that the term
“Indebtedness” shall not include any such obligations or indebtedness owing by the Company or any Subsidiary to the
Company or any Subsidiary. 












7. 














	  	        “Indemnified
Liabilities” has the meaning specified in Section 10.05.  







	  	        “Indemnified
Person” has the meaning specified in Section 10.05.  







	  	        “Independent
Auditor” has the meaning specified in subsection 6.01(a).  







	  	        “Insolvency
Proceeding” means with respect to a Person (a) any case, action or proceeding before any court or other Governmental
Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors
generally, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in
each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code. 







	  	        “Interest
Payment Date” means, as to any Loan other than a Base Rate Committed Loan, the last day of each Interest Period
applicable to such Loan and the Revolving Termination Date, and, as to any Base Rate Committed Loan, the last Business Day of each
calendar quarter and the Revolving Termination Date, provided, however, that (a) if any Interest Period for an
Offshore Rate Committed Loan exceeds three months, the date that falls three months after the beginning of such Interest Period
and after each Interest Payment Date thereafter is also an Interest Payment Date, and (b) as to any Bid Loan, such intervening
dates prior to the maturity thereof as may be specified by the Company and agreed to by the applicable Bid Loan Lender in the
applicable Competitive Bid shall also be Interest Payment Dates. 







	  	        “Interest
Period” means, (a) as to any Offshore Rate Committed Loan, the period commencing on the Business Day such Loan is
disbursed, or on the Conversion/Continuation Date on which the Loan is converted into or continued as an Offshore Rate Committed
Loan, and ending on the date one, two, three or six months thereafter, as selected by the Company in its Notice of Borrowing or
Notice of Conversion/Continuation, as the case may be; (b) as to any LIBOR Bid Loan, the period commencing on the Business Day
such Loan is disbursed and ending on the date one, two, three, six, nine or twelve months thereafter as selected by the Company in
the applicable Competitive Bid Request and agreed to by the applicable Bid Loan Lender(s); and (c) as to any Absolute Rate
Bid Loan, a period of not less than 7 days and not more than 364 days as selected by the Company in the applicable Competitive Bid
Request and agreed to by the applicable Bid Loan Lender(s); 







	  	        provided that: 







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







	  	        (ii)   any
Interest Period pertaining to an Offshore Rate Loan that begins on the last Business Day of a calendar month (or on a day for
which there is no 











8. 











	  	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 for any Loan shall extend beyond the Revolving Termination Date. 







	  	        “Invitation
for Competitive Bids” means a solicitation for Competitive Bids, substantially in the form of Exhibit D.








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








	  	        “JPMorgan”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors. 







	  	        “LC
Fee” is defined in Section 2.17(d).  







	  	        “LC
Issuer” means JPMorgan (or any subsidiary or affiliate of JPMorgan designated by JPMorgan) or any other Bank, as
applicable, in its respective capacity as issuer of Facility LCs hereunder. 







	  	        “LC
Obligations” means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all
Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. 







	  	        “LC
Payment Date” is defined in Section 2.17(e). 







	  	        “Lending
Office” means, as to any Bank, the office or offices of such Bank specified as its “Lending Office” or
“Domestic Lending Office” or “Offshore Lending Office”, as the case may be, on Schedule 10.02, or
such other office or offices as such Bank may from time to time notify the Company and the Agent. 







	  	        “Level
I Status” has the meaning specified in Annex I.  







	  	        “Level
II Status” has the meaning specified in Annex I.  







	  	        “Level
III Status” has the meaning specified in Annex I.  







	  	        “Level
IV Status” has the meaning specified in Annex I.  







	  	        “Level
V Status” has the meaning specified in Annex I.  







	  	        “Level
Status” means Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status (as such terms are defined in Annex I), as applicable at any time. 







	  	        “LIBO
Base Rate” for any Interest Period, with respect to each LIBOR Bid Loan in any Bid Borrowing or each Offshore Rate
Committed Loan comprising part of the same Committed Borrowing, means, for the relevant Interest Period, the applicable 









9. 












	  	British Bankers’ Association Interest Settlement Rate for
deposits in Dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period; provided that
if no such British Bankers’ Association Interest Settlement Rate is available, the applicable LIBO Base Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMorgan offers to place deposits in
Dollars with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days
prior to the first day of such Interest Period, in the approximate amount of JPMorgan’s relevant Eurodollar Loan, and having
a maturity equal to such Interest Period. 






	  	        “LIBO
Rate” means, with respect to each LIBOR Bid Loan in any Bid Borrowing or Offshore Rate Committed Loan comprising part of
the same Committed Borrowing for the relevant Interest Period, the sum of (i) the quotient of (a) the LIBO Base Rate applicable to
such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest
Period, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes. 







	  	        “LIBOR
Auction” means a solicitation of Competitive Bids setting forth a LIBOR Bid Margin pursuant to Section 2.06. 







	  	        “LIBOR
Bid Loan” means any Bid Loan that bears interest at a rate based upon the LIBO Rate. 







	  	        “LIBOR
Bid Margin” has the meaning specified in subsection 2.06(c)(ii)(C). 







	  	        “Lien”
means any security interest, mortgage, deed of trust, pledge, hypothecation, charge or deposit arrangement, encumbrance, lien
(statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those
created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under
a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any
financing statement signed by and naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial
Code or any comparable law), but not including the interest of a lessor under an operating lease. 







	  	        “Loan”
means an extension of credit by a Bank to the Company under Article II, and may be a Committed Loan or a Bid Loan. 







	  	        “Loan
Documents” means this Agreement, the Facility LC Applications, any Notes and all other documents, instruments and
agreements delivered to the Agent or any Bank in connection herewith. 







	  	        “Majority
Banks” means (a) at any time prior to the Revolving Termination Date, Banks then holding greater than 50% of the
Commitments, and (b) otherwise, Banks then holding greater than 50% of the then aggregate unpaid principal amount of the
Aggregate Outstanding Credit Exposure. 











10. 











	  	        “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 financial condition
of the Company and its Subsidiaries taken as a whole; or (b) a material adverse effect upon the legality, validity, binding
effect or enforceability against the Company of this Agreement, the Facility LC Applications or the Notes. 







	  	        “Material
Subsidiary” means, at any time, any Subsidiary having at such time either (a) total (gross) revenues for the
preceding four fiscal quarter period in excess of 20% of total (gross) revenues of the Company and its consolidated Subsidiaries
for such period or (b) total assets, as of the last day of the preceding fiscal quarter, having a net book value in excess of
20% of the total assets of the Company and its consolidated Subsidiaries as of such day, in each case, based upon the
Company’s most recent annual or quarterly financial statements delivered to the Agent under Section 6.01. 







	  	        “Modify”
and “Modification” are defined in Section 2.17(a). 







	  	        “Moody’s”
means Moody’s Investors Service, a division of Dun & Bradstreet Corporation. 







	  	        “Multiemployer
Plan” means a “multiemployer plan”, within the meaning of 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. 







	  	        “Notes”
means the Committed Loan Notes and the Bid Loan Notes. 







	  	        “Notice
of Borrowing” means a notice in substantially the form of Exhibit B.  







	  	        “Notice
of Conversion/Continuation” means a notice in substantially the form of Exhibit C.  







	  	        “Obligations”
means all advances, debts, fees, liabilities, obligations (including, but not limited to, reimbursement obligations with respect
to letters of credit), covenants and duties arising under this Agreement and the Notes, owing by the Company to any Bank, the LC
Issuer, the Agent, or any Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising. 







	  	        “Offshore
Rate Committed Loan” means any Committed Loan that bears interest based on the LIBO Rate. 







	  	        “Offshore
Rate Loan” means any LIBOR Bid Loan or any Offshore Rate Committed Loan.  












11. 












	  	        “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 or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement or any other Loan Documents. 







	  	        “Outstanding
Credit Exposure” means, as to any Bank on any date, the sum of (i) the aggregate principal amount of all Committed Loans
and Bid Loans made by such Bank and outstanding as of such date, plus (ii) an amount equal to such Bank’s Pro Rata Share of
the LC Obligations on such date. 







	  	        “Participant”
has the meaning specified in subsection 10.08(d). 







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







	  	        “Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the Company
sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, 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 (5)
plan years. 







	  	        “Permitted
Liens” has the meaning specified in Section 7.01.  







	  	        “Person”
means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint
venture or Governmental Authority. 







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







	  	        “Prime
Rate” means a rate per annum equal to the prime rate of interest announced from time to time by JPMorgan or its parent
(which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. 







	  	        “Pro
Rata Share” means, as to any Bank at any time, the percentage equivalent (expressed as a decimal, rounded to the ninth
decimal place) at such time of such Bank’s Commitment divided by the aggregate Commitments hereunder (or, if all Commitments
have been terminated, the aggregate principal amount of such Bank’s Outstanding Credit Exposure divided by the Aggregate
Outstanding Credit Exposure). The initial Pro Rata Share of each Bank is set forth opposite such Bank’s name in
Schedule  2.01 under the heading “Pro Rata Share”. 












12. 












	  	        “Reimbursement
Obligations” means, at any time, the aggregate of all obligations of the Company then outstanding under Section 2.17 to
reimburse the LC Issuers for amounts paid by the LC Issuers in respect of any one or more drawings under Facility LCs. 







	  	        “Replacement
Bank” has the meaning specified in Section 3.08.  







	  	        “Reportable
Event” means, any of the events set forth in Section 4043(b) 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. 







	  	        “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. 







	  	        “Reserve
Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as defined
in Regulation D). 







	  	        “Responsible
Officer” means any of the following officers of the Company: the chief executive officer, the chief operating officer,
the president, the chief financial officer, the treasurer, the assistant treasurer, or any other officer of the Company having
similar authority and responsibility to any of the foregoing. 







	  	        “Revolving
Termination Date” means the earlier to occur of:  







	  	        (b)   July
20, 2010; and  







	  	        (c)   the
date on which the Commitments terminate in accordance with Section 2.07 or 8.02 of this Agreement. 







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







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







	  	        “Solvent”
means, when used with respect to any Person, that at the time of determination: 







	  	        (i)   the
fair value of its assets (both at fair valuation and at present fair saleable value, it being recognized that such determination
shall not be made based on the book value of such assets as determined in accordance with GAAP) is equal to or in excess of the
total amount of its liabilities, including, without limitation, contingent liabilities; and 











13. 













	  	        (ii)   it
is then able and expects to be able to pay its debts as they mature; and 







	  	        (iii)   it
has capital sufficient to carry on its business as conducted and as proposed to be conducted. 







	  	        For
purposes of this definition of “Solvent”, with respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances
existing at the time, represent the amount which can reasonably be expected to become an actual or matured liability. 







	  	        “Subsidiary”
of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of
which more than 60% of the voting stock, membership interests or other equity interests (in the case of Persons other than
corporations), is 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. 







	  	        “Syndication
Agent” means Wachovia Bank, National Association, in its capacity as syndication agent for the credit transaction
evidenced by this Agreement. 







	  	        “Taxes”
means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Bank and the Agent, such taxes (including income taxes or franchise taxes) as are imposed
on or measured by each Bank’s net income by the jurisdiction (or any political subdivision thereof) under the laws of which
such Bank or the Agent, as the case may be, is organized or maintains a lending office; provided, however, that
“Taxes” shall be limited to taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, which are imposed by any Governmental Authority in the United States unless the Company makes any payments
hereunder with funds derived from sources outside the United States. 







	  	        “2004
5-Year Credit Agreement” means that certain 5-Year Revolving Credit Agreement, dated as of July 22, 2004, by and among
the Company, the lenders parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as the same may be amended,
restated, supplemented or otherwise modified and as in effect from time to time. 







	  	        “Type”
has the meaning specified in the definition of “Committed 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, 









14. 












	  	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.  







	  	        “Wholly-Owned
Subsidiary” means any corporation in which (other than directors’ qualifying shares or similar nominal 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. 







        1.02    Other
Interpretive Provisions.




	  	        (a)    Defined
Terms.   Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meaning of defined terms
shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not
otherwise defined herein and that are defined in the UCC shall have the meanings therein described. 







	  	        (b)    The
Agreement.   The words “hereof”, “herein”, “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
and subsection, section, schedule and exhibit references are to this Agreement unless otherwise specified. 







	  	        (c)    Certain Common Terms.  







	  	        (i)    The
term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced. 







	  	        (ii)    The
term “including” is not limiting and means “including without limitation.” 







	  	        (d)    Performance;
Time.   Whenever any performance obligation hereunder shall be stated to be due or required to be satisfied on
a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. 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.” If any provision of this Agreement refers to any action taken or to be
taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all
reasonable means, direct or indirect, of taking, or not taking, such action. 







	  	        (e)    Contracts.   Unless
otherwise expressly provided herein, references to agreements and other contractual instruments shall be deemed to include all
subsequent 









15. 












	  	amendments and other modifications thereto, but only to the extent
such amendments and other modifications are not prohibited by the terms of any Loan Document. 






	  	        (f)    Laws.   References
to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regulation. 







	  	        (g)    Captions.   The
captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement. 







	  	        (h)    Independence
of Provisions.   The parties acknowledge that this Agreement and other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are
cumulative and must each be performed, except as expressly stated to the contrary in this Agreement. 







        1.03    Accounting
Principles.  



	  	        (a)    Unless
the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial
computations required under this Agreement shall be made, in accordance with GAAP, as in effect from time to time; provided
that, if the Company notifies the Agent that the Company requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the
Agent notifies the Company that the Majority Banks request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. 







	  	        (b)    References
herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company. 







ARTICLE II 

THE CREDITS  



        2.01    The
Revolving Credit.  



        Each Bank severally agrees,
on the terms and conditions set forth herein, to make Committed Loans to, and participate in Facility LCs issued upon the
application of, the Company from time to time on any Business Day during the period from the Closing Date to the Revolving
Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.01
(such an amount as the same may be reduced or increased under Section 2.07 or changed as a result of one or more assignments
under Section 10.08, such Bank’s “Commitment”); provided, however, that, the Aggregate
Outstanding Credit Exposure (including all Bid Loans) shall not at any time exceed the aggregate Commitments hereunder. Within the 






16. 













limits of each Bank’s Commitment, at any time prior to the Revolving
Termination Date and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay
under Section 2.08 and reborrow under this Section 2.01. The LC Issuers will issue Facility LCs hereunder on the terms
and conditions set forth in Section 2.17. 



        2.02    Loan
Accounts; Notes.  



	  	        (a)    The
Committed Loans, the LC Obligations and the Bid Loans made by each Bank shall be evidenced by one or more loan accounts or records
maintained by such Bank in the ordinary course of business. The loan accounts or records maintained by the Agent and each Bank
shall be prima facie evidence of the amount of the Loans and Facility LCs made by the Banks and the LC Issuers, respectively, to
the Company and the interest and payments thereon. Any failure so to 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 Loans and Facility LCs.








	  	        (b)    If
requested by any Bank, the Company shall execute and deliver to such Bank a promissory note evidencing such Bank’s Committed
Loans (each a “Committed Loan Note”) and a promissory note evidencing such Bank’s Bid Loans (each a
“Bid Loan Note”, and collectively, the “Notes”) (each such Committed Loan Note to be
substantially in the form of Exhibit G-1, and each such Bid Loan Note to be substantially in the form of
Exhibit G-2). Each Bank shall endorse on the schedule annexed to its Note the date, amount and maturity of each Loan
made by it and the amount of each payment of principal made by the Company with respect thereto. Each such Bank is irrevocably
authorized by the Company to endorse its Note and each Bank’s record shall be prima facie evidence of the amount of each such
Loan; provided, however, that the failure of a Bank to make, or an error in making, a notation thereon with respect
to any Loan shall not limit or otherwise affect the obligations of the Company hereunder or under any such Note to such Bank.








        2.03    Procedure
for Committed Borrowing.  



	  	        (a)    Each
Committed Borrowing shall be made upon the Company’s irrevocable written notice delivered to the Agent in the form of a
Notice of Borrowing (which notice must be received by the Agent (i) prior to 10:00 a.m. (Chicago time) three Business Days
prior to the requested Borrowing Date, in the case of Offshore Rate Committed Loans; and (ii) prior to 10:00 a.m. (Chicago
time) on the requested Borrowing Date, in the case of Base Rate Committed Loans, specifying: 







	  	        (A)    the
amount of the Committed Borrowing, which shall be in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in
excess thereof; 







	  	        (B)    the
requested Borrowing Date, which shall be a Business Day;  







	  	        (C)    the
Type of Committed Loans comprising the Committed Borrowing; and  












17. 













	  	        (D)    if
the Committed Loans consist of Offshore Rate Committed Loans, the duration of the Interest Period applicable to such Committed
Loans included in such notice. If the Notice of Borrowing fails to specify the duration of the Interest Period for any Committed
Borrowing comprised of Offshore Rate Committed Loans, such Interest Period shall be one month. 







	  	        (b)   The
Agent will promptly notify each Bank of its receipt of any Notice of Borrowing and of the amount of such Bank’s Pro Rata
Share of that Committed Borrowing. 







	  	        (c)   Each
Bank will make the amount of its Pro Rata Share of each Committed Borrowing available to the Agent for the account of the Company
at the Agent’s Payment Office by 12:00 noon (Chicago time) on the Borrowing Date requested by the Company in funds
immediately available to the Agent. Any such amount which is received later than 12:00 noon (Chicago time) shall be deemed to have
been received on the immediately succeeding Business Day. The proceeds of each such Committed Borrowing will then be made
available to the Company by the Agent at such office by crediting the account of the Company on the books of JPMorgan for the
aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent, or if requested by
the Company, by wire transfer in accordance with written instructions provided to the Agent by the Company of such funds as
received by the Agent, unless on the date of the Committed Borrowing all or any portion of the proceeds thereof shall then be
required to be applied to the repayment of any outstanding Loans, in which case such proceeds or portion thereof shall be applied
to the payment of such Loans. 







	  	        (d)   After
giving effect to any Committed Borrowing, there may not be more than eight (8) different Interest Periods in effect in respect of
all Committed Loans and Bid Loans together then outstanding. 







        2.04    Conversion
and Continuation Elections for Committed Borrowings.   (a)  The Company may, upon irrevocable written
notice to the Agent in accordance with subsection 2.04(b): 



	  	        (i)   elect,
as of any Business Day, in the case of Base Rate Committed Loans, or as of the last day of the applicable Interest Period, in the
case of Offshore Rate Committed Loans, to convert any such Committed Borrowings (or any part thereof in an amount not less than
$5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof) into Committed Borrowings of the other Type; or








	  	        (ii)   elect,
as of the last day of the applicable Interest Period, to continue any Committed Borrowings having Interest Periods expiring on
such day (or any part thereof in an amount not less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess
thereof); 










18. 












provided, that if at any time the aggregate amount of Offshore Rate
Committed Loans in respect of any Committed Borrowing is reduced, by payment, prepayment, or conversion of part thereof to be less
than $1,000,000, such Offshore Rate Committed Loans shall automatically convert into Base Rate Committed Loans, and on and after
such date the right of the Company to continue such Committed Loans as, and convert such Committed Loans into, Offshore Rate
Committed Loans shall terminate. 



	  	        (b)    The
Company shall deliver a Notice of Conversion/Continuation to be received by the Agent not later than (i) 10:00 a.m. (Chicago
time) at least three Business Days in advance of the Conversion/Continuation Date, if the Committed Borrowings are to be converted
into or continued as Offshore Rate Committed Loans; and (ii) 10:00 a.m. (Chicago time) on the Conversion/Continuation Date,
if the Loans are to be converted into Base Rate Committed Loans, specifying: 







	  	        (A)    the
proposed Conversion/Continuation Date;  







	  	        (B)    the
aggregate amount of Committed Loans to be converted or continued;  







	  	        (C)    the
Type of Committed Loans resulting from the proposed conversion or continuation; and 







	  	        (D)    other
than in the case of conversions into Base Rate Committed Loans, the duration of the requested Interest Period. 







	  	        (c)    If
upon the expiration of any Interest Period applicable to Offshore Rate Committed Loans, the Company has failed to select timely a
new Interest Period to be applicable to such Loans in accordance with Section 2.04(b), or if any Event of Default then
exists, the Company shall be deemed to have elected to convert such Offshore Rate Committed Loans into Base Rate Committed Loans
effective as of the expiration date of such Interest Period. 







	  	        (d)    The
Agent will promptly notify each Bank of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by
the Company, the Agent will promptly notify each Bank of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding principal amounts of the Committed Loans with respect
to which the notice was given held by each Bank. 







	  	        (e)    Unless
the Majority Banks otherwise agree, during the existence of an Event of Default, the Company may not elect to have a Committed
Loan made as, converted into or continued as, an Offshore Rate Committed Loan. 







	  	        (f)    Unless
otherwise agreed to by the Agent, after giving effect to any conversion or continuation of Committed Loans, there may not be more
than eight (8) different Interest Periods in effect in respect of all Committed Loans and Bid Loans together then outstanding.













19. 












        2.05    Bid
Borrowings.  



        In addition to Committed
Borrowings, each Bank severally agrees that the Company may, as set forth in Section 2.06, from time to time request the
Banks prior to the Revolving Termination Date to submit offers to make Bid Loans to the Company; provided, however,
that the Banks may, but shall have no obligation to, submit such offers and the Company may, but shall have no obligation to,
accept any such offers; and provided, further, that at no time shall (a) the outstanding aggregate principal
amount of all Bid Loans made by all Banks, plus the outstanding aggregate principal amount of (i) all Committed Loans made by all
Banks and (ii) the LC Obligations exceed the aggregate Commitments; or (b) the number of Interest Periods for Bid Loans then
outstanding plus the number of Interest Periods for Committed Loans then outstanding exceed eight (8) unless agreed by the Agent.




        2.06    Procedure
for Bid Borrowings.   The Company may, as set forth in this Section, request the Agent to solicit offers from
all the Banks to make Bid Loans. 



	  	        (a)    When
the Company wishes to request the Banks to submit offers to make Bid Loans hereunder, it shall transmit to the Agent by telephone
call followed promptly by facsimile transmission a notice in substantially the form of Exhibit E (a
“Competitive Bid Request”) so as to be received no later than 10:00 a.m. (Chicago time) (x) four Business
Days prior to the date of a proposed Bid Borrowing in the case of a LIBOR Auction, or (y) one Business Day prior to the date
of a proposed Bid Borrowing in the case of an Absolute Rate Auction, specifying: 







	  	        (i)    the
date of such Bid Borrowing, which shall be a Business Day; 







	  	        (ii)    the
aggregate amount of such Bid Borrowing, which shall be a minimum amount of $5,000,000 or in multiples of $1,000,000 in excess
thereof; 







	  	        (iii)    whether
the Competitive Bids requested are to be for LIBOR Bid Loans or Absolute Rate Bid Loans or both; and 







	  	        (iv)
                the duration of the Interest Period applicable thereto, subject to
the                provisions of the definition of “Interest Period” herein.  







Subject to subsection 2.06(c), the Company may not request Competitive
Bids for more than three Interest Periods in a single Competitive Bid Request and may not request Competitive Bids more than once
in any period of five Business Days. 



	  	        (b)    Upon
receipt of a Competitive Bid Request, the Agent will promptly send to the Banks by facsimile transmission an Invitation for
Competitive Bids, which shall constitute an invitation by the Company to each Bank to submit Competitive Bids offering to make the
Bid Loans to which such Competitive Bid Request relates in accordance with this Section 2.06. 







	  	        (c)    (i)  Each
Bank may at its discretion submit a Competitive Bid containing an offer or offers to make Bid Loans in response to any Invitation
for Competitive Bids. Each Competitive Bid must comply with the requirements of this subsection 2.06(c) and  









20. 











	  	must be submitted to the Agent by facsimile transmission at its
offices specified in or pursuant to Section 10.02 not later than (1) 10:00 a.m. (Chicago time) three Business Days prior
to the proposed date of Borrowing, in the case of a LIBOR Auction or (2) 10:00 a.m. (Chicago time) on the proposed date of
Borrowing, in the case of an Absolute Rate Auction; provided that Competitive Bids by JPMorgan (or any Affiliate of
JPMorgan) may only be submitted if JPMorgan or such Affiliate notifies the Company of the terms of the offer or offers contained
therein not later than (A) 10:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case
of a LIBOR Auction or (B) 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction. 







	  	        (i)    Each
Competitive Bid shall be in substantially the form of Exhibit F, specifying therein: 







	  	        (A)    the
proposed date of 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 quoting Bank, (y) must be $5,000,000 or in multiples 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)    in
case the Company elects a LIBOR Auction, the margin above or below the LIBO Rate (exclusive of the Applicable Margin) (the
“LIBOR Bid Margin”) offered for each such Bid Loan, expressed in multiples of 1/1000th of one basis point to be
added to or subtracted from the applicable LIBO Rate (exclusive of the Applicable Margin) and the Interest Period applicable
thereto; 







	  	        (D)    in
case the Company elects an Absolute Rate Auction, the rate of interest per annum expressed in multiples of 1/1000th of one basis
point (the “Absolute Rate”) offered for each such Bid Loan and the Interest Period applicable thereto; and








	  	        (E)    the
identity of the quoting Bank.  







	  	        (F)    a
Competitive Bid may contain up to three separate offers by the quoting Bank with respect to each Interest Period specified in the
related Invitation for Competitive Bids. 







	  	        (ii)    Any
Competitive Bid shall be disregarded if it:  







	  	        (A)    is
not substantially in conformity with Exhibit F or does not specify all of the information required by
subsection (c)(ii) of this Section; 







	  	        (B)    contains
qualifying, conditional or similar language;  







	  	        (C)    proposes
terms other than or in addition to those set forth in the applicable Invitation for Competitive Bids; or 












21. 












	  	        (D)    arrives
after the time set forth in subsection (c)(i).  







	  	        (d)    Promptly
on receipt and not later than 9:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of
a LIBOR Auction, or 9:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, the
Agent will notify the Company of the terms (i) of any Competitive Bid submitted by a Bank that is in accordance with
subsection 2.06(c), and (ii) of any Competitive Bid that amends, modifies or is otherwise inconsistent with a previous
Competitive Bid submitted by such Bank with respect to the same Competitive Bid Request. Notwithstanding the foregoing, any such
subsequent Competitive Bid shall be disregarded by the Agent unless such subsequent Competitive Bid is submitted solely to correct
a manifest error in such former Competitive Bid and only if received within the times set forth in subsection 2.06(c). The
Agent’s notice to the Company shall specify (1) the aggregate principal amount of Bid Loans for which offers have been
received for each Interest Period specified in the related Competitive Bid Request; (2) the respective principal amounts and
LIBOR Bid Margins or Absolute Rates, as the case may be, so offered; and (3) any other information regarding such Competitive
Bid reasonably requested by the Company. Subject only to the provisions of Sections 3.02, 3.05 and 4.02 hereof and the
provisions of this subsection (d), any Competitive Bid shall be irrevocable except with the written consent of the Agent
given on the written instructions of the Company. 







	  	        (e)    Not
later than 10:00 a.m. (Chicago time) three Business Days prior to the proposed date of Borrowing, in the case of a LIBOR Auction,
or 10:00 a.m. (Chicago time) on the proposed date of Borrowing, in the case of an Absolute Rate Auction, the Company shall notify
the Agent, in writing and in a form reasonably acceptable to the Agent, of its acceptance or non-acceptance of the offers received
by it pursuant to subsection 2.06(c) or notified to it pursuant to subsection 2.06(d). The Company shall be under no
obligation to accept any offer and may choose to accept or reject some or all offers. In the case of acceptance, such notice shall
specify the aggregate principal amount of offers for each Interest Period that is accepted. The Company may accept any Competitive
Bid in whole or in part; provided that: 







	  	        (i)    the
aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Competitive Bid
Request; 







	  	        (ii)    the
principal amount of each Bid Borrowing must be $5,000,000 or in any multiple of $1,000,000 in excess thereof; 







	  	        (iii)    acceptance
of offers may only be made on the basis of ascending LIBOR Bid Margins or Absolute Rates within each Interest Period, as the case
may be; and 







	  	        (iv)    the
Company may not accept any offer that is described in subsection 2.06(c)(iii) or that otherwise fails to comply with the
requirements of this Agreement. 










22. 













	  	        (f)    If
offers are made by two or more Banks with the same LIBOR Bid Margins or Absolute Rates, as the case may be, for a greater
aggregate principal amount than the amount in respect of which such offers are accepted for the related Interest Period, the
principal amount of Bid Loans in respect of which such offers are accepted shall be allocated by the Agent among such Banks (in
such multiples, not less than $1,000,000, as the Agent may deem appropriate) as nearly as practicable in proportion to the
aggregate principal amounts of such offers. Determination by the Agent of the amounts of Bid Loans shall be conclusive in the
absence of manifest error. 







	  	        (g)    (i)  The
Agent will promptly notify each Bank having submitted a Competitive Bid if 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 Bid Borrowing. 







	  	        (i)    Each
Bank, which has received notice pursuant to subsection 2.06(g)(i) that its Competitive Bid has been accepted, shall make
the amounts of such Bid Loans available to the Agent for the account of the Company at the Agent’s Payment Office, by
11:00 a.m. (Chicago time) in the case of Absolute Rate Bid Loans, and by 11:00 a.m. (Chicago time) in the case of LIBOR
Bid Loans, on such date of Bid Borrowing, in funds immediately available to the Agent for the account of the Company at the
Agent’s Payment Office. 







	  	        (ii)    Promptly
following each Bid Borrowing, the Agent shall notify each Bank of the ranges of bids submitted and the highest and lowest bids
accepted for each Interest Period requested by the Company and the aggregate amount borrowed pursuant to such Bid Borrowing.








	  	        (h)    If,
on or prior to the proposed date of Borrowing, the Commitments have not been terminated and if, on such proposed date of Borrowing
all applicable conditions to funding referenced in Sections 3.02, 3.05 and 4.02 hereof are satisfied, the Bank or Banks
whose offers the Company has accepted will fund each Bid Loan so accepted. Nothing in this Section 2.06 shall be construed as
a right of first offer in favor of the Banks or to otherwise limit the ability of the Company to request and accept credit
facilities from any Person (including any of the Banks), provided that such credit facilities are not prohibited by this
Agreement. 







        2.07    Termination
or Reduction of Commitments; Increase of Commitments. 



	  	        (a)    The
Company may, upon not less than three Business Days’ prior notice to the Agent, terminate the Commitments, or permanently
reduce the Commitments by an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof;
unless, after giving effect thereto and to any payments or prepayments of Committed Loans and Reimbursement Obligations
made on the effective date thereof, the then-Aggregate Outstanding Credit Exposure would exceed the amount of the aggregate
Commitments then in effect. The Agent shall promptly notify the Banks of any such termination or reduction. Once reduced in
accordance with this Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank
according to its Pro Rata Share. All accrued Facility Fees to, but not  











23. 











	  	including the effective date of any reduction or termination of
Commitments, shall be paid on the effective date of such reduction or termination. 







	  	        (b)    At
any time prior to the Revolving Termination Date the Company may, on the terms set forth below, request that the Commitments
hereunder be increased by an aggregate amount up to $50,000,000; provided, however, that (i) an increase in the Commitments
hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing and (ii) in no
event shall the aggregate Commitments hereunder exceed $325,000,000 in the aggregate. In the event of such a requested increase in
the Commitments, any financial institution which the Company and the Agent invite to become a Bank or to increase its Commitment
may set the amount of its Commitment at a level agreed to by the Company and the Agent. In the event that the Company and one or
more of the Banks (or other financial institutions) shall agree upon such an increase in the Commitments (i) the Company, the
Agent, the LC Issuers and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall
enter into an amendment to this Agreement setting forth the amounts of the Commitments, as so increased, providing that the
financial institutions extending new Commitments shall be Banks for all purposes under this Agreement, and setting forth such
additional provisions as the Agent and the Company shall consider reasonably appropriate and (ii) the Company shall furnish, if
requested, new Notes to each financial institution that is extending a new Commitment or increasing its Commitment. No such
amendment shall require the approval or consent of any Bank whose Commitment is not being increased. Upon the execution and
delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify
upon the request of the financial institutions that are extending new Commitments (including, without limitation, the Agent
administering the reallocation of any outstanding Loans (other than Bid Loans) ratably among the Banks after giving effect to each
such increase in the Commitments, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf
of the Company), this Agreement shall be deemed to be amended accordingly. 







        2.08    Optional
Prepayments.  



	  	        (a)    Subject
to Section 3.04, the Company may, at any time or from time to time, upon not less than three Business Days’ irrevocable
notice to the Agent, in the case of Offshore Rate Committed Loans, or upon not less than one Business Day’s irrevocable
notice to the Agent, in the case of Base Rate Committed Loans, ratably prepay such Loans in whole or in part, in minimum amounts
of $5,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid. The Agent will promptly notify each Bank of its receipt of any such
notice, and of such Bank’s Pro Rata Share 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, together
with accrued interest thereon to each such date on the amount prepaid and any amounts required pursuant to Section 3.04;
provided that if the Company shall fail to make any such payment on the date specified therein, such failure shall not
constitute an Event of Default hereunder, and 









24. 












	  	if the Committed Loan is a Base Rate Committed Loan such Loan
shall continue as if such prepayment notice had not been given, and if the Committed Loan is an Offshore Rate Committed Loan such
Loan shall be automatically converted to a Base Rate Committed Loan as of the date specified in such notice. 






	  	        (b)    Bid
Loans may not be voluntarily prepaid.  







        2.09    [RESERVED].  



        2.10    Repayment.   The
Company shall repay to the Banks on the Revolving Termination Date the Aggregate Outstanding Credit Exposure and all other unpaid
Obligations on such date. The Company shall repay each Offshore Rate Committed Loan and each Bid Loan on the last day of the
relevant Interest Period. 



        2.11    Interest.  



	  	        (a)    Each
Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per
annum equal to the LIBO Rate or the Base Rate, as the case may be (and subject to the Company’s right to convert to other
Types of Loans under Section 2.04). Each Bid Loan shall bear interest on the outstanding principal amount thereof from the
relevant Borrowing Date at a rate per annum equal to the LIBO Rate (exclusive of the Applicable Margin) plus (or minus) the LIBOR
Bid Margin, or at the Absolute Rate, as the case may be. 







	  	        (b)    Interest
on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any prepayment of
Committed Loans (except in the case of a Base Rate Committed Loan, as to which such interest shall be paid on the next Interest
Payment Date) under Section 2.08 for the portion of the Loans so prepaid and upon payment (including prepayment) in full
thereof. 







	  	        (c)    Notwithstanding
subsection (a) of this Section, after acceleration or the occurrence and continuation of an Event of Default under
Section 8.01(a) or (c), or commencing five (5) days after the occurrence and continuation of any other Event of Default, (i)
the Company shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal
amount of all outstanding Obligations, at a rate per annum which is determined by adding 2% per annum to the Applicable Margin
then in effect for such Loans, (ii) the LC Fee shall be increased by 2% per annum, and (iii) in the case of all other Obligations
not subject to an Applicable Margin, at a rate per annum equal to the Base Rate plus 2%; provided, however, that, on
and after the expiration of any Interest Period applicable to any Offshore Rate Loan outstanding on the date of occurrence of such
Event of Default or acceleration, the principal amount of such Loan shall, after the expiration of such Interest Period and during
the continuation of such Event of Default or after acceleration, bear interest at a rate per annum equal to the Base Rate plus 2%.
Interest payable under this subsection 2.11(c) shall be payable on demand by the Majority Banks or the applicable Bid Loan
Lender, as the case may be. 











25. 











	  	        (d)    Anything
herein to the contrary notwithstanding, the obligations of the Company to any Bank hereunder shall be subject to the limitation
that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only
to the extent) that contracting for or receiving such payment by such Bank would be contrary to the provisions of any law
applicable to such Bank limiting the highest rate of interest that may be lawfully contracted for, charged or received by such
Bank, and in such event the Company shall pay such Bank interest at the highest rate permitted by applicable law. 







        2.12    Fees. 



	  	        (a)    Facility
Fee.   The Company shall pay to the Agent for the account of each Bank a facility fee (the “Facility
Fee”) on the entire portion of such Bank’s Commitment (whether utilized or unutilized), computed on a quarterly
basis in arrears on the last Business Day of each calendar quarter, equal to the Applicable Facility Fee Rate. Such Facility Fee
shall accrue from the Closing Date to the date on which this Agreement is terminated and all of the Obligations hereunder have
been paid in full and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing
on September 30, 2005 through the date on which this Agreement is terminated and all of the Obligations hereunder have been paid
in full, with the final payment to be made on the date on which this Agreement is terminated and all of the Obligations hereunder
have been paid in full; provided that, in connection with any reduction or termination of Commitments under
Section 2.07, the accrued Facility Fee calculated for the period ending on such date shall also be paid on the date of such
reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or
termination date to such quarterly payment date. The Facility Fees provided in this subsection shall accrue at all times
after the above-mentioned commencement date, including at any time during which one or more conditions in Article IV are not
met. 







	  	        (b)    Utilization
Margin.   For each day from and after the date hereof to but not including the Revolving Termination Date on
which the Aggregate Outstanding Credit Exposure exceeds fifty percent (50%) of the aggregate Commitments (or if all of the
Commitments shall have been terminated, the aggregate Commitments in effect immediately prior to such termination), the interest
rate otherwise applicable to the Loans and the LC Fee, respectively, shall be increased by a rate per annum equal to the
Applicable Utilization Margin in effect from time to time. Such Applicable Utilization Margin shall (i) be computed on a quarterly
basis in arrears on the last Business Day of each calendar quarter, (ii) accrue for all such days from the Closing Date to the
date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full, and (iii) be payable in
arrears on the last Business Day of each such quarter commencing on the last Business Day of the fiscal quarter following the
Closing Date through the date on which this Agreement is terminated and all of the Obligations hereunder have been paid in full,
with the final payment, if applicable, to be made on the date on which this Agreement is terminated and all of the Obligations
hereunder have been paid in full. 











26. 











        2.13    Computation
of Fees and Interest.  



	  	        (a)    All
computations of interest for Base Rate Committed Loans 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 interest and fees, including LC Fees, shall be made on the basis of a
360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year).
Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to
the last day thereof. 







	  	        (b)    Each
determination of an interest rate by the Agent shall be conclusive and binding on the Company and the Banks in the absence of
manifest error. The Agent will, at the request of the Company or any Bank, deliver to the Company or the Bank, as the case may be,
a statement showing the quotations used by the Agent in determining any interest rate. 







	  	        (c)    The
Agent will, with reasonable promptness, notify the Company and the Banks of each determination of the LIBO Rate; provided
that any failure to do so shall not relieve the Company of any liability hereunder or provide the basis for any Event of Default
or any claim against the Agent. Any change in the interest rate payable on the Offshore Rate Committed Loans (including, without
limitation, the Applicable Utilization Margin) or in the Facility Fees payable under Section 2.12 resulting from a change in the
Company’s senior unsecured long-term debt ratings shall become effective and shall apply to any such Loans then outstanding
or to such fees as of the opening of business on the day on which such change in the Company’s debt ratings becomes
effective. The Agent will with reasonable promptness notify the Company and the Banks of the effective date and the amount of each
such change, provided that any failure to do so shall not relieve the Company of any liability hereunder or provide the
basis for any Event of Default or any claim against the Agent. 







        2.14    Payments
by the Company.  



	  	        (a)    All
payments to be made by the Company shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly
provided herein, all payments by the Company shall be made to the Agent for the account of the Banks at the Agent’s Payment
Office, and shall be made in dollars and in immediately available funds, no later than 12:00 noon (Chicago time) on the date
specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (except in the case of Reimbursement
Obligations for which the LC Issuers have not been fully indemnified by the Banks, or as otherwise specifically required
hereunder) of such payment in like funds as received. Any payment received by the Agent later than 12:00 noon (Chicago time) shall
be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. Each
reference to the Agent in this Section 2.14 shall also be deemed to refer, and shall apply equally, to the LC Issuers, in the case
of payments required to be made by the Company to the LC Issuers pursuant to Section 2.17(f). 











27. 











	  	        (b)    Subject
to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other
than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be
included in the computation of interest or fees, as the case may be. 







	  	        (c)    Unless
the Agent receives notice from the Company prior to the date on which any payment is due to the Banks that the Company will not
make such payment in full as and when required, the Agent may assume that the Company has made such payment in full to the Agent
on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption,
distribute to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent the Company has
not made such payment in full to the Agent, each Bank shall repay to the Agent on demand such amount distributed to such Bank,
together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Bank until
the date repaid. 







        2.15    Payments
by the Banks to the Agent. 



	  	        (a)    Unless
the Agent receives notice from a Bank on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date,
prior to 11:00 a.m. (Chicago time) on the date of such Borrowing, that such Bank will not make available as and when required
hereunder to the Agent for the account of the Company the amount of that Bank’s Loan comprising a Borrowing, the Agent may
assume that each Bank has made such amount available to the Agent in immediately available funds on the Borrowing Date and the
Agent may (but shall not be so required), in reliance upon such assumption, make available to the Company on such date a
corresponding amount. If and to the extent any Bank shall not have made its full amount available to the Agent in immediately
available funds and the Agent in such circumstances has made available to the Company such amount, that Bank shall on the Business
Day following such Borrowing Date make such amount available to the Agent, together with interest at the Federal Funds Rate for
each day during such period. A notice of the Agent submitted to any Bank with respect to amounts owing under this
subsection (a) shall be conclusive, absent manifest error. If such amount is so made available, such payment to the Agent
shall constitute such Bank’s Loan on the date of Borrowing for all purposes of this Agreement. If such amount is not made
available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Company of such failure to fund
and, upon demand by the Agent, the Company shall pay such amount to the Agent for the Agent’s account, together with interest
thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing. 







	  	        (b)    The
failure of any Bank to make any Committed Loan on any Borrowing Date shall not relieve any other Bank of any obligation hereunder
to make a Committed Loan on such Borrowing Date, but no Bank shall be responsible for the failure of any other Bank to make the
Committed Loan to be made by such other Bank on any Borrowing Date. 











28. 











        2.16    Sharing
of Payments, Etc.   If, other than as expressly provided in Section 3.08 or 10.08 hereof, any Bank shall
obtain on account of the Committed Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall immediately (a) notify the Agent of such fact, and (b)
purchase from the other Banks such participations in the Committed Loans made by them as shall be necessary to cause such
purchasing Bank to share the excess payment pro rata with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the purchasing Bank, such purchase shall to that extent be rescinded
and each other Bank shall repay to the purchasing Bank the purchase price paid therefor, together with an amount equal to such
paying Bank’s ratable share (according to the proportion of (i) the amount of such paying Bank’s required repayment
to (ii) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Company agrees that any Bank so purchasing a participation from
another Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but
subject to Section 10.09) with respect to such participation as fully as if such Bank were the direct creditor of the Company
in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case notify the Banks following any such purchases or
repayments. Any Bank having outstanding both Committed Loans and Bid Loans at any time a right of set-off is exercised by such
Bank shall apply the proceeds of such set-off first to such Bank’s Committed Loans, until its Committed Loans are reduced to
zero, and thereafter to its Bid Loans. 



        2.17    Facility
LCs.  



	  	        (a)    Issuance.   Each
LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby and commercial letters of
credit (each, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC
(“Modify,” and each such action a “Modification”), from time to time from and including the date of this
Agreement and prior to the Revolving Termination Date upon the request of the Company; provided that immediately after each
such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $25,000,000
and (ii) the Aggregate Outstanding Credit Exposure (including all Bid Loans) shall not exceed the aggregate Commitments hereunder.
No Facility LC shall have an expiry date later than the earlier of (x) (other than as described in the proviso below) the fifth
Business Day prior to the Revolving Termination Date and (y) one year after its issuance; provided however that on or before the
10th Business Day prior to the Revolving Termination Date, the Company shall deposit into the Facility LC Collateral
Account cash collateral for the account of the applicable LC Issuer in an amount equal to 105% of the aggregate outstanding LC
Obligations in respect of the Facility LCs issued by such LC Issuer with an expiry date on or after the fifth Business Day prior
the Revolving Termination Date. 







	  	        (b)    Participations.   Upon
the issuance or Modification by any LC Issuer of a Facility LC in accordance with this Section 2.17, such LC Issuer shall be
deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Bank, and each Bank shall
be deemed, without further action by any party hereto, 










29. 













	  	to have unconditionally and irrevocably purchased from such LC
Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its
Pro Rata Share. 








	  	        (c)    Notice.   Subject
to Section 2.17(a), the Company shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at least five
Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed
date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC
and the nature of the transactions proposed to be supported thereby. Upon receipt of such notice, the applicable LC Issuer shall
promptly notify the Agent, and the Agent shall promptly notify each Bank, of the contents thereof and of the amount of such
Bank’s participation in such proposed Facility LC. The issuance or Modification by any LC Issuer of any Facility LC shall, in
addition to the conditions precedent set forth in Article IV (the satisfaction of which no LC Issuer shall have any duty to
ascertain), be subject to the conditions precedent that such Facility LC shall be satisfactory to the applicable LC Issuer and
that the Company shall have executed and delivered such application agreement and/or such other instruments and agreements
relating to such Facility LC as the applicable LC Issuer shall have reasonably requested (each, a “Facility LC
Application”). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application,
the terms of this Agreement shall control. 







	  	        (d)    LC
Fees.   The Company shall pay to the Agent, for the account of the Banks ratably in accordance with their
respective Pro Rata Shares, (i) with respect to each standby Facility LC, a letter of credit fee at a per annum rate equal to the
Applicable Margin for such standby Facility LC in effect from time to time multiplied by the average daily undrawn stated amount
under such standby Facility LC, such fee to be payable in arrears on each Payment Date, and (ii) with respect to each commercial
Facility LC, a one-time letter of credit fee in an amount equal to the Applicable Margin at such time for such commercial Facility
LC multiplied by the initial stated amount (or, with respect to a Modification of any such commercial Facility LC which increases
the stated amount thereof, such increase in the stated amount) thereof, such fee to be payable on the date of such issuance or
increase (each such fee described in this sentence an “LC Fee”). The Company shall also pay to each LC Issuer for its
own account (x) at the time of issuance of each Facility LC, a fronting fee in an amount to be agreed upon between such LC Issuer
and the Company, and (y) documentary and processing charges in connection with the issuance or Modification of and draws under
Facility LCs in accordance with such LC Issuer’s standard schedule for such charges as in effect from time to time. 







	  	        (e)    Administration;
Reimbursement by Banks.   Upon receipt from the beneficiary of any Facility LC of any demand for payment under
such Facility LC, the applicable LC Issuer shall notify the Agent and the Agent shall promptly notify the Company and each other
Bank as to the amount to be paid by the applicable LC Issuer as a result of such demand and the proposed payment date (the
“LC Payment Date”). The responsibility of the LC Issuers to the Company and each Bank shall be only to determine that
the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in
conformity in all material respects with 












30. 













	  	such Facility LC. Each LC Issuer shall endeavor to exercise the
same care in the issuance and administration of the Facility LCs issued by it as it does with respect to letters of credit in
which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the
applicable LC Issuer, each Bank shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or
any condition precedent whatsoever, to reimburse the applicable LC Issuer on demand for (i) such Bank’s Pro Rata Share of the
amount of each payment made by the applicable LC Issuer under each Facility LC to the extent such amount is not reimbursed by the
Company pursuant to Section 2.17(f) below, plus (ii) interest on the foregoing amount to be reimbursed by such Bank, for each day
from the date of the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 11:00 a.m.
(Chicago time) on such date, from the next succeeding Business Day) to the date on which such Bank pays the amount to be
reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and,
thereafter, at a rate of interest equal to the rate applicable to Base Rate Committed Loans. 







	  	        (f)    Reimbursement
by Company.   The Company shall be irrevocably and unconditionally obligated to reimburse the applicable LC
Issuer on or before the applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any drawing under any
Facility LC issued by it, without presentment, demand, protest or other formalities of any kind; provided that neither the Company
nor any Bank shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Company
or such Bank to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the applicable LC
Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC
or (ii) the applicable LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a
request strictly complying with the terms and conditions of such Facility LC. All such amounts paid by any LC Issuer and remaining
unpaid by the Company shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the Base
Rate for such day if such day falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the Base Rate for such
day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Bank ratably in accordance with its Pro Rata
Share all amounts received by it from the Company for application in payment, in whole or in part, of the Reimbursement Obligation
in respect of any Facility LC issued by such LC Issuer, but only to the extent such Bank has made payment to such LC Issuer in
respect of such Facility LC pursuant to Section 2.17(e). Subject to the terms and conditions of this Agreement (including without
limitation the submission of a Borrowing Notice in compliance with Section 2.03 and the satisfaction of the applicable conditions
precedent set forth in Article IV), the Company may request a Committed Loan hereunder for the purpose of satisfying any
Reimbursement Obligation. 







	  	        (g)    Obligations
Absolute.   The Company’s obligations under this Section 2.17 shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Company may have or have
had against any LC Issuer, any Bank or any beneficiary of a Facility LC. The Company further agrees with the LC Issuers and the
Banks that the LC Issuers and the Banks shall not be responsible for, and the Company’s Reimbursement Obligation in respect
of any 









31. 












	  	Facility LC shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or
all respects invalid, fraudulent or forged, or any dispute between or among the Company, any of its Affiliates, the beneficiary of
any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses
whatsoever of the Company or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC
Issuers shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Facility LC. The Company agrees that any action taken or omitted by any LC
Issuer or any Bank under or in connection with each Facility LC and the related drafts and documents, if done without gross
negligence or willful misconduct, shall be binding upon the Company and shall not put any LC Issuer or any Bank under any
liability to the Company. Nothing in this Section 2.17(g) is intended to limit the right of the Company to make a claim against
any LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.17(f). 






	  	        (h)    Actions
of LC Issuers.   Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any
Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts
selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement
unless it shall first have received such advice or concurrence of the Majority Banks as it reasonably deems appropriate or it
shall first be indemnified to its reasonable satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section
2.17, each LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Majority Banks, and such request and any action taken or failure to act pursuant thereto shall be
binding upon the Banks and any future holders of a participation in any Facility LC. 







	  	        (i)    Indemnification.   The
Company hereby agrees to indemnify and hold harmless each Bank, each LC Issuer and the Agent, and their respective directors,
officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such
Bank, such LC Issuer or the Agent may incur (or which may be claimed against such Bank, such LC Issuer or the Agent by any Person
whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay
under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages,
losses, liabilities, costs or expenses which any LC Issuer may incur by reason of or in connection with (i) the failure of any
other Bank to fulfill or comply with its obligations to any LC Issuer hereunder (but nothing herein contained shall affect any
rights the Company may have against any defaulting Bank) or (ii) by reason of or on account of any LC Issuer issuing any Facility
LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named
Beneficiary, but which Facility LC does not 









32. 












	  	require that any drawing by any such successor Beneficiary be
accompanied by a copy of a legal document, satisfactory to the applicable LC Issuer, evidencing the appointment of such successor
Beneficiary; provided that the Company shall not be required to indemnify any Bank, any LC Issuer or the Agent for any claims,
damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or
gross negligence of any LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such
Facility LC or (y) any LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly
complying with the terms and conditions of such Facility LC. Nothing in this Section 2.17(i) is intended to limit the obligations
of the Company under any other provision of this Agreement. 






	  	        (j)    Banks’
Indemnification.   Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer,
its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Company)
against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except
such as result from such indemnitees’ gross negligence or willful misconduct or any LC Issuer’s failure to pay under any
Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of the
Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.17 or any action taken or omitted by such
indemnitees hereunder. 







	  	        (k)    Facility
LC Collateral Account.   The Company agrees that it will, upon the request of the Agent or the Majority Banks
and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to any LC Issuer or the
Banks in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the
“Facility LC Collateral Account”) at the Agent’s office at the address specified pursuant to Section 10.02, in the
name of such Company but under the sole dominion and control of the Agent, for the benefit of the Banks and in which such Company
shall have no interest other than as set forth in Section 8.02. The Company hereby pledges, assigns and grants to the Agent, on
behalf of and for the ratable benefit of the Banks and the LC Issuers, a security interest in all of the Company’s right,
title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure
the prompt and complete payment and performance of the Obligations. The Agent will invest any funds on deposit from time to time
in the Facility LC Collateral Account in certificates of deposit of JPMorgan having a maturity not exceeding 30 days. Nothing in
this Section 2.17(k) shall either obligate the Company, or the Agent to require the Company, to deposit any funds in the Facility
LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case
other than as required by Sections 2.17(a) or 8.02. 







	  	        (l)    Rights
as a Bank.   In its capacity as a Bank, each LC Issuer shall have the same rights and obligations as any other
Bank. 










33. 













ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY  



        3.01    Taxes. 



	  	        (a)    Subject
to subsection 3.01(f), any and all payments by the Company to each Bank, each LC Issuer or the Agent under this Agreement and
any other Loan Document shall be made free and clear of, and without deduction or withholding for, any Taxes. In addition, the
Company shall pay all Other Taxes. 







	  	        (b)    Subject
to subsection 3.01(f), the Company agrees to indemnify and hold harmless each Bank, each LC Issuer and the Agent for the full
amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section) paid by the Banks, the LC Issuers or the Agent and any liability (including penalties, interest, additions to tax and
expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.
Payment under this indemnification shall be made within 30 days after the date any Bank, any LC Issuer or the Agent makes written
demand therefor. If the Company in good faith determines that any such Taxes or Other Taxes for which indemnification has been
sought hereunder are not due or owing or otherwise correctly assessed, each Bank, each LC Issuer or the Agent at the request of
the Company, or the Company at the election of each Bank, LC Issuer or the Agent following any such request, in either case at the
expense of the Company, shall by appropriate means file for a refund or otherwise contest the payment of such Taxes or Other
Taxes, provided that any such filing or contest does not result in any penalty, lien or other liability to any Bank, any LC Issuer
or the Agent for which the Company has not provided a satisfactory undertaking to indemnify and hold any Bank, any LC Issuer or
the Agent harmless. The Banks, the LC Issuers and the Agent agree to provide reasonable cooperation to the Company in connection
with any such filing or contest, at the Company’s expense and, if the Company has paid any such Tax or Other Tax or
compensated the Banks, the LC Issuers or Agent with respect thereto, any refund thereof shall belong and be remitted to the
Company. 







	  	        (c)    If
the Company shall be required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Bank, any LC Issuer or the Agent, then, subject to subsection 3.01(f): 







	  	        (i)    the
sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions
and withholdings applicable to additional sums payable under this Section) such Bank, such LC Issuer or the Agent, as the case may
be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made; 







	  	        (ii)    the
Company shall make such deductions and withholdings;  










34. 











	  	        (iii)    the
Company shall pay the full amount deducted or withheld to the relevant taxing authority or other authority in accordance with
applicable law; and 







	  	        (iv)    the
Company shall also pay to each Bank, each LC Issuer or the Agent for the account of such Bank or such LC Issuer, as applicable, at
the time interest is paid, all additional amounts which the respective Bank or the respective LC Issuer specifies as necessary to
preserve the after-tax yield such Bank or such LC Issuer would have received if such Taxes or Other Taxes had not been imposed.








	  	        (d)    Within
30 days after the date of any payment by the Company of Taxes or Other Taxes, the Company shall furnish the Agent the original or
a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Agent. 







	  	        (e)    Each
Bank which is a foreign person (i.e., a person other than a United States person for United States Federal income tax purposes)
agrees that: 







	  	        (i)    it
shall, no later than the Closing Date (or, in the case of a Bank which becomes a party hereto pursuant to Section 10.08 after
the Closing Date, the date upon which the Bank becomes a party hereto) deliver to the Company through the Agent two accurate and
complete signed originals of Internal Revenue Service Form W-8 BEN or any successor thereto (“Form W-8 BEN”), or two
accurate and complete signed originals of Internal Revenue Service Form W-8 ECI or any successor thereto (“Form W-8
ECI”), as appropriate, in each case indicating that the Bank is on the date of delivery thereof entitled to receive payments
of principal, interest and fees under this Agreement free from withholding of United States Federal income tax; 







	  	        (ii)    if
at any time the Bank makes any changes necessitating a new Form W-8 BEN or Form W-8 ECI, it shall with reasonable promptness
deliver to the Company through the Agent in replacement for, or in addition to, the forms previously delivered by it hereunder,
two accurate and complete signed originals of Form W-8 BEN; or two accurate and complete signed originals of Form W-8 ECI, as
appropriate, in each case indicating that the Bank is on the date of delivery thereof entitled to receive payments of principal,
interest and fees under this Agreement free from withholding of United States Federal income tax; 







	  	        (iii)    it
shall, before or promptly after the occurrence of any event (including the passing of time) requiring a change in or renewal of
the most recent Form W-8 BEN or Form W-8 ECI previously delivered by such Bank, deliver to the Company through the Agent two
accurate and complete original signed copies of Form W-8 BEN or Form W-8 ECI in replacement for the forms previously delivered by
the Bank; and 







	  	        (iv)    it
shall, promptly upon the Company’s or the Agent’s reasonable request to that effect, deliver to the Company or the Agent
(as the case may be) 











35. 













	  	such other forms or similar documentation as may be required from time to time by any applicable law, treaty,
rule or regulation in order to establish such Bank’s tax status for withholding purposes. 







	  	        (f)    The
Company will not be required to indemnify, hold harmless or pay any additional amounts in respect of United States Federal income
tax pursuant to subsection 3.01(c) to any Bank for the account of any Lending Office of such Bank: 







	  	        (i)    if
the obligation to indemnify, hold harmless or pay such additional amounts would not have arisen but for a failure by such Bank to
comply with its obligations (if any) under subsection 3.01(e) in respect of such Lending Office; 







	  	        (ii)    if
such Bank shall have delivered to the Company a Form W-8 BEN in respect of such Lending Office pursuant to
subsection 3.01(e), and such Bank shall not at any time be entitled to exemption from deduction or withholding of United
States Federal income tax in respect of payments by the Company hereunder for the account of such Lending Office for any reason
other than a change in United States law or regulations or in the official interpretation of such law or regulations by any
governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) after
the date of delivery of such Form W-8 BEN; or 







	  	        (iii)    if
the Bank shall have delivered to the Company a Form W-8 ECI in respect of such Lending Office pursuant to subsection 3.01(e),
and such Bank shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in
respect of payments by the Company hereunder for the account of such Lending Office for any reason other than a change in United
States law or regulations or any applicable tax treaty or regulations or in the official interpretation of any such law, treaty or
regulations by any governmental authority charged with the interpretation or administration thereof (whether or not having the
force of law) after the date of delivery of such Form W-8 ECI. 







	  	        (g)    If
the Company is required to pay additional amounts to any Bank, any LC Issuer or the Agent pursuant to subsection (c) of this
Section, then such Bank shall use reasonable efforts (consistent with legal and regulatory restrictions) to change the
jurisdiction of its Lending Office so as to eliminate any such additional payment by the Company which may thereafter accrue, if
such change in the judgment of such Bank is not otherwise disadvantageous to such Bank. 







	  	        (h)    Each
Bank agrees to promptly notify the Company of the first written assessment of any Taxes payable by the Company hereunder which is
received by such Bank, provided that failure to give such notice shall not in any way prejudice the Bank’s rights
under Section 3.01 hereof. The Company shall not be obligated to pay any Taxes under Section 3.01 which are assessed
against any Bank if the statute of limitations applicable thereto (as same may be extended from time to time by agreement between
such Bank and the relevant Governmental Authority) has lapsed. Additionally, the 










36. 












	  	Company shall not be obligated to pay any penalties, interest,
additions to tax or expenses with respect to any final assessment of Taxes against any Bank (i) unless such Bank shall have
first notified the Company in writing of such final assessment, and (ii) which are attributable to periods exceeding 90 days
prior to the date of receipt by the Company of such notice. 






        3.02    Illegality.  



	  	        (a)    If
any Bank determines that the introduction of any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it unlawful, or any central bank or other Governmental
Authority has asserted that it is unlawful, for any Bank or its applicable Lending Office to make Offshore Rate Loans, then, on
notice thereof by the Bank to the Company through the Agent, any obligation of that Bank to make additional Offshore Rate Loans
(including in respect of any LIBOR Bid Loan as to which the Company has accepted such Bank’s Competitive Bid, but as to which
the Borrowing Date has not arrived) shall be suspended until the Bank notifies the Agent and the Company that the circumstances
giving rise to such determination no longer exist. 







	  	        (b)    If
a Bank determines that it is unlawful to maintain any Offshore Rate Loan, the Company shall, upon its receipt of notice of such
fact and demand from such Bank (with a copy to the Agent), prepay in full such Offshore Rate Loans of that Bank then outstanding,
together with interest accrued thereon and amounts required under Section 3.04, either on the last day of the Interest Period
thereof, if the Bank may lawfully continue to maintain such Offshore Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Offshore Rate Loan. If the Company is required to so prepay any Offshore Rate Committed Loan,
then concurrently with such prepayment, the Company shall borrow from the affected Bank, and the affected Bank shall lend to the
Company, in the amount of such repayment, a Base Rate Committed Loan. 







	  	        (c)    If
the obligation of any Bank to make or maintain Offshore Rate Committed Loans has been so terminated or suspended, the Company may
elect, by giving notice to the Bank through the Agent that all Loans which would otherwise be made by the Bank as Offshore Rate
Committed Loans shall be instead Base Rate Committed Loans. 







	  	        (d)    Before
giving any notice to the Agent under this Section, the affected Bank shall designate a different Lending Office with respect to
its Offshore Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the
judgment of the Bank, be illegal or otherwise disadvantageous to the Bank in such Bank’s reasonable judgment. 







        3.03    Increased
Costs and Reduction of Return.  



	  	        (a)    If
any Bank or any LC Issuer determines that, due to either (i) the introduction of or any change in or in the interpretation of
any law or regulation after the Closing Date or (ii) the compliance by that Bank or that LC Issuer with any guideline or
request from 










37. 













	  	any central bank or other Governmental Authority (whether or not
having the force of law) after the Closing Date, there shall be any increase in the cost to such Bank or such LC Issuer of
agreeing to make or making, funding or maintaining any Offshore Rate Loans or issuing or maintaining Facility LCs, as the case may
be, then the Company shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the
Agent), pay to the Agent for the account of such Bank or such LC Issuer, as the case may be, additional amounts as are sufficient
to compensate such Bank or such LC Issuer for such increased costs. 






	  	        (b)    If
any Bank or any LC Issuer shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy
Regulation , (ii) any change after the Closing Date in any Capital Adequacy Regulation, (iii) any change after the
Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental
Authority charged with the interpretation or administration thereof, or (iv) compliance by the Bank (or its Lending Office)
or any corporation controlling the Bank with any change in any Capital Adequacy Regulation after the Closing Date, affects the
amount of capital required to be maintained by any Bank or any LC Issuer or any corporation controlling any Bank or any LC Issuer
and (taking into consideration such Bank’s or such corporation’s policies with respect to capital adequacy and such
Bank’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment,
loans, credits, LC Obligations or obligations under this Agreement, then, upon demand of such Bank or such LC Issuer to the
Company through the Agent, the Company shall pay to the applicable Bank or the applicable LC Issuer, as the case may be, from time
to time as specified by such Bank or such LC Issuer, additional amounts sufficient to compensate such Bank or such LC Issuer for
such increase. 







	  	        (c)    The
Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank or any LC Issuer
(i) unless such Bank or such LC Issuer shall have first notified the Company in writing that it intends to seek compensation
from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date
of receipt by the Company of such notice. 







        3.04    Funding
Losses.   The Company shall reimburse each Bank and hold each Bank harmless from any direct loss or expense
(but excluding any consequential loss or expense) which the Bank may sustain or incur as a consequence of: 



	  	        (a)    the
failure of the Company to make on a timely basis any payment required hereunder of principal of any Offshore Rate Loan; 







	  	        (b)    the
failure of the Company to borrow a Bid Loan after the Agent has notified a Bank pursuant to subsection 2.06(g)(i) that its
Competitive Bid has been accepted by the Company, or the failure of the Company to borrow, continue or convert a Committed Loan
after the Company has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation; 











38. 












	  	        (c)    the
failure of the Company to make any prepayment of any Committed Loan in accordance with any notice delivered under
Section 2.08; 







	  	        (d)    the
prepayment (including pursuant to Section 2.08) or payment after acceleration thereof following an Event of Default of any
Offshore Rate Loan or Absolute Rate Bid Loan on a day that is not the last day of the relevant Interest Period; or 







	  	        (e)    the
automatic conversion under the proviso contained in Section 2.04(a) or under the proviso contained in Section 2.08 of
any Offshore Rate Committed Loan to a Base Rate Committed Loan on a day that is not the last day of the relevant Interest Period;








including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans or from fees payable to terminate the deposits from which
such funds were obtained. For purposes of calculating amounts payable by the Company to the Banks under this Section and
under subsection 3.03(a), each Offshore Rate Committed Loan made by a Bank (and each related reserve, special deposit or
similar requirement) shall be conclusively deemed to have been funded at the LIBO Rate by a matching deposit or other borrowing in
the interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Offshore Rate Committed
Loan is in fact so funded. 



        3.05    Inability
to Determine Rates.   If the LIBO Rate applicable pursuant to subsection 2.11(a) for any requested
Interest Period with respect to a proposed Offshore Rate Loan does not adequately and fairly reflect the cost to the Banks of
funding such Loan, the Agent will promptly so notify the Company and each Bank. Thereafter, the obligation of the Banks to make
additional Offshore Rate Loans hereunder shall be suspended until the Agent upon the instruction of the Majority Banks revokes
such notice in writing. Upon receipt of such notice, the Company without cost or expense may revoke any Notice of Borrowing or
Notice of Conversion/Continuation then submitted by it. If the Company does not revoke such Notice, the Banks shall make, convert
or continue the Committed Loans, as proposed by the Company, in the amount specified in the applicable notice submitted by the
Company, but such Committed Loans shall be made, converted or continued as Base Rate Committed Loans instead of Offshore Rate
Committed Loans. 



        3.06    Reserves
on Offshore Rate Committed Loans.   The Company shall pay to each Bank, as long as such Bank shall be required
under regulations of the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of
each Offshore Rate Committed Loan equal to the actual costs of such reserves allocated to such Committed Loan by the Bank (as
reasonably determined by the Bank), payable on each date on which interest is payable on such Committed Loan, provided the Company
shall have received at least 30 days’ prior written notice (with a copy to the Agent) of such additional interest from the
Bank. If a Bank fails to give notice 30 days prior to the relevant Interest Payment Date, such additional interest shall be
payable 30 days from receipt of such notice. No Bank shall be entitled to additional interest under this Section 3.06 accruing
more than 90 days prior to the date of receipt by the Company of notice requesting payment thereof. 








39. 












        3.07    Certificates
of Banks.   Any Bank or any LC Issuer claiming reimbursement or compensation under this Article III shall
deliver to the Company (with a copy to the Agent) a certificate setting forth in reasonable detail the amount payable to such Bank
or such LC Issuer hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error
unless the Company shall have notified such Bank or such LC Issuer of its objection to such certificate (with a copy to the Agent)
within 30 days of the Company’s receipt of such claim. 



        3.08    Substitution
of Banks.   Upon the receipt by the Company from any Bank (an “Affected Bank”) of a claim for
compensation under Section 3.01, 3.02 or 3.03, the Company may: (i) request the Affected Bank to use its reasonable
efforts to obtain a replacement bank or financial institution satisfactory to the Company and the Agent and meeting the
qualifications of an Eligible Assignee to acquire and assume all or a ratable part of all of such Affected Bank’s Committed
Loans and Commitment (a “Replacement Bank”); (ii) request one or more of the other Banks to acquire and
assume all or part of such Affected Bank’s Committed Loans and Commitment (but no other Bank shall be required to do so); or
(iii) designate a Replacement Bank. Any such designation of a Replacement Bank under clause (i) or (iii) shall be
subject to the prior written consent of the Agent (which consent shall not be unreasonably withheld). Any transfer arising under
this Section 3.08 shall comply with the requirements of Section 10.08 and on the date of transfer the Affected Bank
shall be entitled to all sums payable to it hereunder on such date including, outstanding principal, accrued interest and fees,
and other sums (including amounts payable under Section 3.04(d)) arising under the provisions of this Agreement with
reference to such Committed Loans. 



        3.09    Survival.   The
agreements and obligations of the Company in this Article III shall survive the payment of all other Obligations. 



ARTICLE IV 

CONDITIONS PRECEDENT  



        4.01    Conditions
to Effectiveness of Commitments and to Initial Loans.   The obligation of each Bank and each LC Issuer to make
its initial Credit Extension hereunder, and of each Bank to receive through the Agent the initial Competitive Bid Request, is
subject to and shall become effective when the Agent shall have received on or before the Closing Date all of the following, in
form and substance satisfactory to the Agent, each Bank and each LC Issuer, and in sufficient copies for each Bank and each LC
Issuer: 



	  	        (a)    Credit
Agreement; Notes.   This Agreement (and, if requested, Notes for each such requesting Bank) properly executed;








	  	        (b)    Resolutions;
Incumbency.  







	  	        (i)    Copies
of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the transactions
contemplated by the Loan Documents to which it is a party, certified as of the Closing Date by the Secretary, Assistant Secretary
or other appropriate officer of the Company; and 











40. 













	  	        (ii)    A
certificate of the Secretary, Assistant Secretary or other appropriate officer of the Company certifying the names and true
signatures of the officers of the Company authorized to execute, deliver and perform, this Agreement, and all other Loan Documents
to be delivered by it hereunder; 







	  	        (c)    Organization
Documents; Good Standing.   Each of the following documents:  







	  	        (i)    the
articles or certificate of incorporation and the bylaws of the Company as in effect on the Closing Date, certified by the
Secretary, Assistant Secretary or other appropriate officer of the Company as of the Closing Date; and 







	  	        (ii)    a
good standing certificate dated within five (5) days of the Closing Date for the Company from the Secretary of State (or similar,
applicable Governmental Authority) of its respective state of incorporation; 







	  	        (d)    Legal
Opinions.   An opinion letter from Anthony C. Scarfone, General Counsel to the Company, addressed to the Agent,
the Banks and the LC Issuers, containing opinions substantially in the form of Exhibit H; 







	  	        (e)    Payment
of Fees.   Evidence of payment by the Company of all accrued and unpaid fees, costs and expenses to the extent
then due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in
Section 2.12; 







	  	        (f)    Certificate.   A
certificate signed on behalf of the Company by the Company’s chief executive officer, chief financial officer or treasurer,
dated as of the Closing Date, stating that: 







	  	        (i)    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; 







	  	        (ii)    no
Default or Event of Default exists as of the Closing Date; and  







	  	        (iii)    there
has occurred since December 31, 2004, no event or circumstance that has resulted or would reasonably be expected to result in
a material adverse change in, or material adverse effect upon, the financial condition of the Company and its Subsidiaries taken
as a whole; 







	  	        (g)    LC
Application.   If the initial Credit Extension will be the issuance of a Facility LC, a properly completed
Facility LC Application. 







	  	        (h)    Amendment
No. 1 to 2004 5-Year Credit Agreement.   Evidence satisfactory to the Agent that Amendment No. 1 to the 2004
5-Year Credit Agreement shall have been duly executed by all parties thereto. 







	  	        (i)    Other
Documents.   Such other approvals, opinions, documents or materials as the Agent, any LC Issuer or any Bank may
reasonably request, as well as any other information required by Section 326 of the USA PATRIOT Act of 2001 or necessary for











41. 













	  	the Agent, any LC Issuer or any Bank to verify the identity of the
Company as required by Section 326 of the USA PATRIOT Act of 2001. 






        4.02    Conditions
to All Credit Extensions.   The obligation of each Bank and each LC Issuer to make any Credit Extension to be
made by it, or any Bid Loan as to which the Company has accepted the relevant Competitive Bid (including the initial Loan), or to
continue or convert any Committed Loan under Section 2.04 is subject to the satisfaction of the following conditions
precedent on the relevant Credit Extension Date or Conversion/Continuation Date: 



	  	        (a)    Notice
of Borrowing or Conversion/Continuation.   As to any Committed Loan, the Agent shall have received (with, in
the case of the initial Loan only, a copy for each Bank) a Notice of Borrowing or a Notice of Conversion/Continuation, as
applicable; 







	  	        (b)    Facility
LC Application.   As to any Facility LC, the applicable LC Issuer shall have received the Facility LC
Application and all other notices specified in Section 2.17(c); 







	  	        (c)    Continuation
of Representations and Warranties.   The representations and warranties in Article V (excluding those contained
in Section 5.11(b)) shall be true and correct on and as of such Credit Extension Date or Conversion/Continuation Date with the
same effect as if made on and as of such Credit Extension Date or Conversion/Continuation Date (except to the extent such
representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier
date); and 







	  	        (d)    No
Existing Default.   No Default or Event of Default shall exist or shall result from such Credit Extension or
continuation or conversion. 







Each Notice of Borrowing, Notice of Conversion/Continuation, Competitive Bid
Request and request for issuance of a Facility LC submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of each such notice or request and as of each Credit Extension Date,
Conversion/Continuation Date or issuance date of a Facility LC, as applicable, that the conditions in Section 4.02 are
satisfied. 





ARTICLE V 

REPRESENTATIONS AND WARRANTIES  



        The Company represents and
warrants to the Agent and each Bank that: 



        5.01    Corporate
Existence and Power.   The Company and each of its Material Subsidiaries: 



	  	        (a)    is
a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;








	  	        (b)    has
the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its
business (except where the failure to 











42. 












	  	have any such governmental license, authorization, consent or
approval would not reasonably be expected to have a Material Adverse Effect) and as to the Company only, to execute, deliver, and
perform its obligations under the Loan Documents; 








	  	        (c)    is
duly qualified as a foreign corporation and is licensed and in good standing under the laws of each jurisdiction except where the
failure to so qualify or to be so licensed or in good standing (i) would not preclude it from enforcing its rights with respect to
any of its assets or expose it to any liability and (ii) could not reasonably be expected to have a Material Adverse Effect; and








	  	        (d)    is
in all material respects in compliance with the Requirements of Law except to the extent that the failure to do so would not
reasonably be expected to have a Material Adverse Effect. 







        5.02    Corporate
Authorization; No Contravention.   The execution, delivery and performance by the Company of this Agreement and
each other Loan Document to which the Company or any Material Subsidiary is party, have been duly authorized by all necessary
corporate action, and do not and will not: 



	  	        (a)    contravene
the terms of any of the Company’s or such Material Subsidiary’s Organization Documents; 







	  	        (b)    conflict
with or result in any breach or contravention of, or the creation of any Lien under, any document evidencing any Contractual
Obligation to which the Company or such Material Subsidiary is a party or any order, injunction, writ or decree of any
Governmental Authority to which the Company or such Material Subsidiary or its respective property is subject except where such
conflict, breach, contravention or Lien would not reasonably be expected to have a Material Adverse Effect; or 







	  	        (c)    violate
any Requirement of Law.  







        5.03    Governmental
Authorization.   No approval, consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority, which has not been obtained by the Company and its Subsidiaries, is necessary or required in
connection with the execution, delivery or performance by, or enforcement against, the Company or any of its Subsidiaries of the
Agreement or any other Loan Document. 



        5.04    Binding
Effect.   This Agreement and each other Loan Document to which the Company or any of its Material Subsidiaries
is a party constitute the legal, valid and binding obligations of the Company or such Material Subsidiary, as applicable,
enforceable against the Company or such Material Subsidiary, as applicable, 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. 



        5.05    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, 





43. 












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: 



	  	        (a)    purport
to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or








	  	        (b)    would
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. 



        5.06    No
Default.   At the Closing Date and at the time of any Credit Extension, 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, would reasonably be expected to have a Material Adverse Effect, or that would, if such default had occurred
after the Closing Date, create an Event of Default under subsection 8.01(e). 



        5.07    ERISA
Compliance.   Except as specifically disclosed in Schedule 5.07: 



	  	        (a)    Each
Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law
except where non-compliance would not reasonably be expected to result in a Material Adverse Effect. Each Plan which is intended
to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or, if otherwise, the
failure to apply for or receive a favorable determination letter would not reasonably be expected to have a Material Adverse
Effect. To the best knowledge of the Company, nothing has occurred which would cause the loss of qualification the effect of which
would reasonably be expected to result in a Material Adverse Effect. The Company and each ERISA Affiliate has made all required
contributions to any Plan subject to Section 412 of the Code, 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 when the failure to make such
contribution or when such application or extension would reasonably be expected to result in a Material Adverse Effect. 







	  	        (b)    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 which has resulted or would reasonably be expected to result in a Material Adverse Effect.
There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has
resulted or would reasonably be expected to result in a Material Adverse Effect. 







	  	        (c)    (i)  No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV 









44. 













	  	of ERISA with respect to any Pension Plan (other than premiums due
and not delinquent under Section 4007 of ERISA); (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 a Multiemployer Plan; 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 that, in the case of any of clauses (i) through (v), would reasonably be expected to result in a Material
Adverse Effect. 






        5.08    Use
of Proceeds; Margin Regulations.   The proceeds of the Credit Extensions are to be used solely for the purposes
set forth in and permitted by Section 6.12 and Section 7.05. 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.




        5.09    Title
to Properties.   The Company and each Subsidiary have good record and marketable title in fee simple to, or to
their knowledge valid leasehold interests in, all real property necessary for the ordinary conduct of their respective businesses,
except for such defects in title as would not reasonably be expected, individually or in the aggregate, to 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. 



        5.10    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 or where failure to file such return or to
pay any such tax would not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against
the Company or any Subsidiary that would, if made, have a Material Adverse Effect. 



        5.11    Financial
Condition.  



	  	        (a)    The
audited consolidated financial statements of the Company and its Subsidiaries dated December 31, 2004, and the unaudited
consolidated financial statements dated March 31, 2005, and the related consolidated statements of income or operations, balance
sheet and cash flows for the fiscal year or the fiscal quarter, respectively, ended on that date: 







	  	        (i)    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 in the case of such unaudited statements; 







	  	        (ii)    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 












45. 













	  	        (iii)    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 except for Indebtedness and other
liabilities, the existence of which would not have a Material Adverse Effect. 







	  	        (b)
                Since December 31, 2004, there has been no Material Adverse
Effect.  







        5.12    Environmental
Matters.   The Company conducts in the ordinary course of business a review of the effect of existing
Environmental Laws and existing Environmental Claims on its business, operations and properties, and as a result thereof the
Company has reasonably concluded that, except as specifically disclosed in Schedule 5.12, such Environmental Laws and
Environmental Claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




        5.13    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 any other Federal or state
statute or regulation limiting its ability to incur Indebtedness. 



        5.14    No
Burdensome Restrictions.   Neither the Company nor any Subsidiary is a party to or bound by any Contractual
Obligation, or subject to any restriction in any Organization Document, or any Requirement of Law, which would reasonably be
expected to have a Material Adverse Effect. 



        5.15    Copyrights,
Patents, Trademarks and Licenses, etc.   Except as disclosed in Schedule 5.15, the Company or its
Subsidiaries own or are licensed or otherwise have the right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other Person except where the failure to own, be licensed to or
otherwise have the right to use the same would not have a Material Adverse Effect. To the best knowledge of the Company, no
material slogan or other advertising device, product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person where any such
infringement would reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in
Schedule 5.05, no claim or litigation regarding any of the foregoing is pending or to the knowledge of the Company
threatened, which would reasonably be expected to have a Material Adverse Effect. 



        5.16    Subsidiaries.   As
of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in part (a) of
Schedule 5.16 hereto and has no material equity investments in any other corporation or entity other than those
specifically disclosed in part (b) of Schedule 5.16. 



        5.17    Insurance.   The
properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance or reinsurance
companies, in such amounts, with such 






46. 












deductibles and covering such risks as are believed by the Company to be
adequate in the exercise of its reasonable business judgment. 



        5.18    Full
Disclosure.   None of the representations or warranties made by the Company or any of its Subsidiaries 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, financial report or statements or certificate furnished by or on behalf of the Company in connection with the Loan
Documents, 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. 



        5.19    Reportable
Transaction.   The Company does not intend to treat the Credit Extensions and related transactions as being a
“reportable transaction” (within the meaning of the Treasury Regulation Section 1.6011-4). In the event the Company
determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. 



        5.20    Solvency.   After
giving effect to the Credit Extensions to be made on the date such Credit Extensions are requested to be made, the Company and its
Subsidiaries taken as a whole are Solvent. 



        5.21    Specially
Designated Nationals or Blocked Persons List.   None of the Company, Subsidiaries of the Company or Affiliates
of the Company are named on the United States Department of the Treasury’s Specially Designated Nationals or Blocked Persons
list available through http://www.treas.gov/offices/ectoffc/ofac/sdn/index.html or as otherwise published from time to time.







ARTICLE VI 

AFFIRMATIVE COVENANTS  



        So long as any Bank shall
have any Commitment hereunder, or any Loan or other Obligation (other than indemnification) shall remain unpaid or unsatisfied,
unless the Majority Banks waive compliance in writing: 



        6.01    Financial
Statements.   The Company shall deliver to the Agent, in form and detail reasonably satisfactory to the Agent,
with sufficient copies for each Bank: 



	  	        (a)    as
soon as available, but not later than the date which is the earlier of (x) 120 days after the end of each fiscal year or
(y) five (5) Business Days after the delivery of the following financial statements to the SEC, a copy of the audited
consolidated balance sheet of the Company and its consolidated 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 PriceWaterhouseCoopers LLP or
another nationally-recognized independent public accounting firm (“Independent Auditor”) which report shall state
that such consolidated financial statements present fairly, in all material respects, the financial position for the periods
indicated in 









47. 












	  	conformity with GAAP. Such opinion shall not include any
“going concern” or like qualification or exception, or any qualification or limitation 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







	  	        (b)    as
soon as available, but not later than the date which is the earlier of (x) 60 days after the end of each of the first three fiscal
quarters of each fiscal year or (y) five (5) Business Days after the delivery of the following financial statements to the SEC, a
copy of the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter
and the related consolidated statements of income and cash flows for the period commencing on the first day and ending on the last
day of such quarter, and certified on behalf of the Company by a Responsible Officer as fairly presenting, in all material
respects and 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 its consolidated Subsidiaries. 







        6.02    Certificates;
Other Information.   The Company shall furnish to the Agent, with sufficient copies for each Bank: 



	  	        (a)    concurrently
with the delivery of the financial statements referred to in subsections 6.01(a) and (b), a Compliance Certificate executed
by a Responsible Officer on behalf of the Company which certifies that no Default or Event of Default has occurred and is
continuing (except as described therein); 







	  	        (b)    promptly,
copies 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 10K, 10Q and 8K) that the Company or any Subsidiary may make to, or
file with, the SEC; and 







	  	        (c)    promptly,
such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Agent,
at the request of any Bank, may from time to time reasonably request and which materially relates to the ability of the Company to
perform under this Agreement. 







        6.03    Notices.   Upon
obtaining knowledge of any event described below, the Company shall promptly notify the Agent and each Bank: 



	  	        (a)    of
the occurrence of any Default or Event of Default;  







	  	        (b)    of
any of the following matters of which a Responsible Officer obtains knowledge that would result in a Material Adverse Effect:
(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; 











48. 













	  	        (c)    of
the occurrence of any of the following events affecting the Company or any ERISA Affiliate which would reasonably be expected to
result in a Material Adverse Effect (but in no event more than 10 days after a Responsible Officer obtains knowledge of such
event), and deliver to the Agent and each Bank 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:








	  	        (i)    an
ERISA Event;  







	  	        (ii)    a
material increase in the Unfunded Pension Liability of any Pension Plan;  







	  	        (iii)    the
adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by the Company or any ERISA
Affiliate; or 







	  	        (iv)    the
adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in
contributions or Unfunded Pension Liability; 







	  	        (d)    of
any material change in accounting policies or financial reporting practices by the Company or any of its consolidated Subsidiaries
which would reasonably be expected to materially affect the Company’s consolidated financial reports; and 







	  	        (e)    of
any change in the Company’s senior unsecured long-term debt ratings as publicly announced by either S&P or Moody’s
including placement of such ratings on watch status, provided that any failure by the Company to give notice of such change
shall not affect the Company’s payment obligations hereunder and such failure shall not constitute an Event of Default.








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. Each notice under
subsection 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document (if any)
that have been breached or violated. 



        6.04    Preservation
of Corporate Existence, Etc.   Except pursuant to a transaction permitted under Section 7.02 and
Section 7.03, the Company shall, and shall cause each Material Subsidiary to: 



	  	        (a)    preserve
and maintain in full force and effect its corporate existence and good standing under the laws of its state or jurisdiction of
incorporation; 







	  	        (b)    to
the extent practicable, using reasonable efforts, 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
(x) when the non-preservation and non-maintenance of such rights, privileges, 










49. 













	  	qualifications, permits, licenses or franchises would not
reasonably be expected to have a Material Adverse Effect or (y) in connection with transactions permitted by Section 7.03 and
sales of assets permitted by Section 7.02; 






	  	        (c)    use
reasonable efforts, in the ordinary course of business, to preserve its business organization and goodwill except when in the
reasonable judgment of the Company it is not economical to do so or where the failure to do so would not reasonably be expected to
have a Material Adverse Effect; and 







	  	        (d)    to
the extent practicable, using reasonable efforts, preserve or renew all of its registered patents, trademarks, trade names and
service marks, except when non-preservation or non-renewal of such patents, trademarks, trade names or service marks would not
reasonably be expected to have a Material Adverse Effect. 







        6.05    Maintenance
of Property.   The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its
property which is used or useful in its business in good working order and condition, ordinary wear and tear and casualty loss
excepted and make all necessary repairs thereto and renewals and replacements thereof except when in the reasonable judgment of
the Company it is not economical to do so or where the failure to do so would not reasonably be expected to have a Material
Adverse Effect. The Company and each Subsidiary shall use the standard of care typical in the industry in the operation and
maintenance of its facilities except where the failure to do so would not reasonably be expected to have a Material Adverse
Effect. 



        6.06    Insurance.   The
Company shall maintain, and shall cause each Material Subsidiary to maintain, with financially sound and reputable insurers or
independent reinsurers, insurance with respect to its properties and business against loss or damage of the kinds and in the
amounts determined by the Company to be necessary or desirable in the exercise of its reasonable business judgment. 



        6.07    Payment
of Obligations.   The Company shall, and shall cause each Subsidiary to, pay and discharge as the same shall
become due and payable, all their respective obligations and liabilities, including: 



	  	        (a)    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 or unless the failure to pay or discharge would not have a Material Adverse Effect; 







	  	        (b)    all
lawful claims which, if unpaid, would by law become a Lien upon its property except when the failure to pay or discharge would not
have a Material Adverse Effect; and 







	  	        (c)    all
Indebtedness, as and when due and payable (except for such Indebtedness which is contested by the Company or any Subsidiary in
good faith or where the failure to pay or discharge would not reasonably be expected to result in a Material Adverse 










50. 













	  	Effect), but subject to any subordination provisions contained in
any instrument or agreement evidencing such Indebtedness. 






        6.08    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 such as may be contested in good faith or as to which a bona fide dispute may exist or where the
failure to comply would not have a Material Adverse Effect. 



        6.09    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 except where
non-compliance would not reasonably be expected to result in a Material Adverse Effect; and (b) make all required contributions to
any Plan subject to Section 412 of the Code except where failure to make any contribution would not reasonably be expected to
result in a Material Adverse Effect. 



        6.10    Inspection
of Property and Books and Records.   The Company shall maintain and shall cause each Material 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.
Subject to reasonable safeguards to protect confidential information, the Company shall permit, and shall cause each Material
Subsidiary to permit, representatives and independent contractors of the Agent or any Bank 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 with respect to the Company but not its Subsidiaries to discuss their respective affairs, finances and
accounts with the Company’s directors, senior officers, and independent public accountants, all at such reasonable times
during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Company. Such
inspections and examinations described in the preceding sentence (i) by or on behalf of any Bank shall, unless occurring at a time
when an Event of Default shall be continuing, be at such Bank’s expense and (ii) by or on behalf of the Agent, other than the
first such inspection or examination occurring during any calendar year or any inspections and examination occurring at a time
when an Event of Default be continuing, shall be at the Agent’s expense; all other such inspections and visitations shall be
at the Company’s expense and at any time during normal business hours and without advance notice. 



        6.11    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 comply would not have a Material Adverse Effect.




        6.12    Use
of Proceeds.   The Company shall use the proceeds of the Credit Extensions for commercial paper liquidity
support and for other general corporate purposes including Acquisitions not in contravention of any Requirement of Law or any
provision of this Agreement. 






51. 












ARTICLE VII 

NEGATIVE COVENANTS  



        So long as any Bank shall
have any Commitment hereunder, or any Loan or other Obligation (other than indemnification) shall remain unpaid or unsatisfied,
unless the Majority Banks waive compliance in writing: 



        7.01    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”): 



	  	        (a)    any
Lien existing on property of the Company or any Subsidiary on the Closing Date and set forth in Schedule 7.01 or shown
as a liability on the Company’s consolidated financial statements as of March 31, 2005 securing Indebtedness outstanding on
such date, provided that the aggregate amount of all such Indebtedness secured by all such Liens does not exceed
$10,000,000; 







	  	        (b)    any
Lien created under any Loan Document or under any “Loan Document” as defined in the 2004 5-Year Credit Agreement;








	  	        (c)    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; 







	  	        (d)    carriers’,
warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the
ordinary course of business which are not delinquent 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; 







	  	        (e)    Liens
consisting of pledges or deposits required in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation; 







	  	        (f)    Liens
on the property of the Company or any of its Subsidiaries 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, provided all such Liens in the aggregate would not (even if enforced) cause a Material Adverse Effect; 







	  	        (g)    easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate,
are not substantial in amount, and which do not in any case materially detract from the value of the property 










52. 













	  	subject thereto or interfere with the ordinary conduct of the
businesses of the Company and its Subsidiaries; 






	  	        (h)    Liens
on (i) assets of corporations which become Subsidiaries after the date of this Agreement, provided, however, that such
Liens existed at the time the respective corporations became Subsidiaries, and (ii) any assets prior to the acquisition
thereof by the Company or any Subsidiary and not created in contemplation of such acquisition, provided, however,
that such Liens do not encumber any other property or assets; 







	  	        (i)    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 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so acquired in such transaction, and (iii) the
principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such property; 







	  	        (j)    Liens
securing obligations in respect of capital leases on assets subject to such leases; 







	  	        (k)    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 except in
either case when such deposit accounts are established or required in the ordinary course of business and would not have a
Material Adverse Effect; 







	  	        (l)    Any
extensions, renewals or replacements of the Liens permitted by clauses (a), (f), (h), (i) and (j) above; and 







	  	        (m)    Notwithstanding
the provisions of subsections 7.01(a) through (l), there shall be permitted Liens on property (including Liens which would
otherwise be in violation of such subsections), provided that the sum of the aggregate Indebtedness of the Company and its
Subsidiaries secured by all Liens permitted under this subsection (m), excluding the Liens permitted under
subsections (a) through (l), shall not exceed an amount equal to 15% of the Company’s total consolidated assets as shown
on its consolidated balance sheet for its most recent prior fiscal quarter. 







        7.02    Disposition
of Assets.   Except as otherwise permitted by any other provision of this Agreement, the Company shall not, and
shall not suffer or permit any Material Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise
dispose of (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: 







53. 














	  	        (a)    dispositions
of inventory, or used, worn-out or surplus equipment, all in the ordinary course of business; 







	  	        (b)    dispositions
on reasonable commercial terms and for fair value or which would not have a Material Adverse Effect, provided that dispositions of
the stock of any Material Subsidiary shall not be permitted under this subsection (b); 







	  	        (c)    dispositions
of property between the Company and any consolidated Subsidiary or among consolidated Subsidiaries; and 







	  	        (d)    other
dispositions of property during the term of this Agreement (excluding dispositions permitted under subsections 7.02(a)
through (c)) whose net book value in the aggregate shall not exceed 25% of the Company’s total consolidated assets as shown
on its consolidated balance sheet for its most recent prior fiscal quarter. 







        7.03    Consolidations
and Mergers.   The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge,
consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person,
except: 



	  	        (a)    any
Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; 







	  	        (b)    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 







	  	        (c)    the
Company or any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon
voluntary liquidation or otherwise), to the Company or one or more Wholly-Owned Subsidiaries, as the case may be. 







        7.04    Transactions
with Affiliates.   The Company shall not, and shall not suffer or permit any Subsidiary to, enter into any
transaction with any Affiliate (other than a Wholly-Owned Subsidiary) of the Company, except transactions (a) entered into in good
faith and (b) upon commercially reasonable terms and taking into consideration the totality of circumstances pertaining to such
transaction as determined by the Company. 



        7.05    Use
of Proceeds.   The Company shall not, and shall not suffer or permit any Subsidiary to, use any portion of the
Loan proceeds, directly or indirectly, in a manner which violates any applicable Requirement of Law and which would have a
Material Adverse Effect (provided that this Section 7.05 shall not be deemed to permit the use of Loan proceeds in
violation of any Requirement of Law applicable to any Bank). Notwithstanding the foregoing, at no time shall more than 25% of the
value (as determined by a method deemed reasonable for purposes of applicable regulations relating to Margin Stock) of the
Company’s assets consist of Margin Stock, unless the Company has taken all necessary action so that in the event that more 







54. 














than 25% of the Company’s assets consist of Margin Stock there shall
occur no violation of any Requirement of Law applicable to it or any Bank. 



        7.06    Restricted
Payments.   The Company shall not, and shall not suffer or permit any Subsidiary (other than a Wholly-Owned
Subsidiary) to, 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; except that
the Company or any non-Wholly-Owned Subsidiary may: 



	  	        (a)    declare
and make dividend payments or other distributions payable solely in its common stock; 







	  	        (b)    purchase,
redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares with the proceeds
received from the substantially concurrent issue of new shares of its common stock; and 







	  	        (c)    (i)  in
the case of the Company, declare or pay cash dividends or cash distributions to its stockholders and purchase, redeem or otherwise
acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash provided, that,
before and immediately after giving effect to such proposed action, no Default or Event of Default exists or would exist, and (ii)
in the case of any non-Wholly-Owned Subsidiary, declare or pay cash dividends or cash distributions to its stockholders and
purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for
cash provided, that, the Company or its respective Subsidiary which owns the equity interest or interests in such
Subsidiary paying such dividends or distributions or purchasing, redeeming or otherwise acquiring such shares or warrants, rights
or options receives at least its proportionate share of such dividends or distributions or receives a proportionate offer to
purchase, redeem or otherwise acquire such shares or warrants, rights or options, the proportionality of which in each case shall
be based upon the affected class or classes of securities. 







        7.07    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 would reasonably be expected to
result in a Material Adverse Effect; or (b) engage in a transaction that could be subject to Section 4069 or 4212(c) of ERISA
and which would reasonably be expected to result in a Material Adverse Effect. 



        7.08    Change
in Business.   The Company shall not, and shall not suffer or permit any Subsidiary to, engage in any business
that would substantially change the general nature of the business conducted by the Company and its consolidated Subsidiaries on
the Closing Date. 



        7.09    Accounting
Changes.   The Company shall not, and shall not suffer or permit any Material 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 or of any such Subsidiary, if such change would reasonably be expected to result in a Material Adverse Effect. 








55. 











        7.10    Interest
Coverage.   The Company shall not permit as of the last day of any fiscal quarter (commencing with the period
ending September 30, 2005), on a consolidated basis, the ratio of (i) Earnings Before Interest and Taxes to
(ii) Interest Expense, to be less than 3.0 to 1.0. For purposes of this section, “Earnings Before Interest and
Taxes” means as at the end of any fiscal quarter of the Company for the period of four consecutive fiscal quarters ended as
at such date, the sum of (a) the consolidated net income (or net loss) of the Company and its Subsidiaries for such period as
determined in accordance with GAAP, plus (b) all amounts treated as interest expense for such period to the extent included in the
determination of such consolidated net income (or loss); plus (c) all taxes accrued for such period on or measured by income to
the extent included in the determination of such consolidated net income (or loss); provided, however, that
consolidated net income (or loss) shall be computed for the purposes of this definition without giving effect to extraordinary
losses or extraordinary gains for such period; and “Interest Expense” means as at the end of any fiscal quarter of the
Company for the period of four consecutive fiscal quarters ended as at such date, all amounts treated as interest expense for such
period to the extent included in the determination of the Company’s consolidated net income (or net loss) for such period as
determined in accordance with GAAP. 



        7.11    Subsidiary
Indebtedness.   The Company shall not permit as of the last day of any fiscal quarter (commencing with the
period ending March 31, 2005), the aggregate Indebtedness of its consolidated Subsidiaries to exceed $50,000,000. For purposes of
this Section 7.11, the term “Indebtedness” shall be deemed to exclude Indebtedness of a Person which becomes a
Subsidiary after the date hereof, provided that such excluded Indebtedness existed at the time such Person became a
Subsidiary and was not created in anticipation thereof. 





ARTICLE VIII 

EVENTS OF DEFAULT  



        8.01    Event
of Default.   Any of the following shall constitute an “Event of Default”: 



	  	        (a)    Non-Payment.   The
Company fails to pay, (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within
two (2) Business Days following written notice to the Company given by the Agent or any Bank after the same becomes due, any
interest, fee, Reimbursement Obligation or any other amount payable hereunder or under any other Loan Document; or 







	  	        (b)    Representation
or Warranty.   Any representation or warranty by the Company or any Subsidiary 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 







	  	        (c)    Specific
Defaults.   The Company fails to perform or observe any term, covenant or agreement contained in any of
Sections 6.03(a), 6.12, 7.02, 7.03, 7.04, 7.05, 7.06, 7.09, 7.10 or 7.11; or 









56. 












	  	        (d)    Other
Defaults.   The Company fails to perform or observe (i) Section 6.01(a) hereunder and such default shall
continue unremedied for a period of 5 days after the earlier of (A) the date upon which a Responsible Officer knew of such failure
or (B) the date upon which written notice thereof is given to the Company by the Agent or any Bank; or (ii) any other term or
covenant contained in the Agreement or any other Loan Document, and such default shall continue unremedied for a period of 30 days
after the earlier of (A) the date upon which a Responsible Officer knew of such failure or (B) the date upon which written notice
thereof is given to the Company by the Agent or any Bank; or 







	  	        (e)    Cross-Default.   (i)  The
Company or any Material Subsidiary fails to perform or observe any condition or covenant, or any other event shall occur or
condition shall exist, under (a) the 2004 5-Year Credit Agreement or (b) any other agreement or instrument relating to any
Indebtedness 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 $100,000,000, 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 such Indebtedness to be declared to be due and payable prior to its stated maturity;
provided, that, with respect to any such breach occurring as a result of a change of control under any agreement or
instrument evidencing such Indebtedness of a Subsidiary of more than $100,000,000 upon the acquisition of such Subsidiary, such
breach shall cause an Event of Default hereunder only if such breach has not been cured or waived (or the Indebtedness related
thereto prepaid in full and the related agreements and instruments shall be terminated) within three Business Days after the
occurrence thereof; or (ii) if there shall occur any other default or event of default, however denominated, under any cross
default provisionunder any agreement or instrument relating to any such Indebtedness of more than $100,000,000; or 







	  	        (f)    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 







	  	        (g)    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 such 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, stayed, vacated or fully bonded within 60 days after commencement, filing, issuance 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 involving a material portion of the Company’s or such Material Subsidiary’s
total assets) is ordered in any Insolvency Proceeding involving the Company or any such Material 











57. 












	  	Subsidiary; 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 






	  	        (h)    ERISA.   (i)  An
ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of $50,000,000; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time
exceeds $50,000,000; or (iii) the Company or any ERISA Affiliate shall fail to pay when due, after the expiration of any
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 $50,000,000 and, in the case of any of clauses (i) through (iii), such
liability or failure to pay shall not have been vacated, discharged, stayed, appealed or paid within ten (10) Business Days after
such liability or payment obligation arises; or 







	  	        (i)    Monetary
Judgments.   One or more non-interlocutory judgments, non-interlocutory orders, non-interlocutory decrees or
arbitration awards is entered against the Company or any Material 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 $50,000,000 or more, and the same shall not have been vacated, discharged,
stayed or appealed within the applicable period for appeal from the date of entry thereof or paid within ten (10) Business Days
after the same becomes non-appealable; or 







	  	        (j)    Non-Monetary
Judgments.   Any non-monetary judgment, order or decree is entered against the Company or any Subsidiary which
does or would reasonably be expected to have a Material Adverse Effect; or 







	  	        (k)    Change
of Control.   There occurs any Change of Control. For purposes of this Section 8.01(k), (i) a
“Change of Control” shall occur if any person or group of persons becomes the beneficial owner of 25% or more of the
voting power of the Company for a period of 30 days or more; and (ii) the term “person” shall have the meaning set
forth in Section 13(d) of the Exchange Act and the term “beneficial owner” shall have the meaning set forth in Rule
13d-3 promulgated under the Exchange Act. 







        8.02    Remedies.   If
any Event of Default occurs, the Agent shall, at the request of, or may, with the consent of, the Majority Banks, 



	  	        (a)    declare
the obligation of each Bank to make any Loans and the obligation of each LC Issuer to issue Facility LCs to be terminated,
whereupon such obligations and the corresponding Commitments of each Bank shall be terminated; 







	  	        (b)    declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations and other
amounts owing or 









58. 












	  	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; 






	  	        (c)    while
any Default is continuing, if the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, make
demand on the Company to pay, and the Company will, forthwith upon such demand and without any further notice or act, pay to the
Agent an amount equal to the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account;








	  	        (d)    at
any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of
the Reimbursement Obligations and any other amounts as shall from time to time have become due and payable by the Company to the
Banks or the LC Issuers under the Loan Documents; and 







	  	        (e)    exercise
on behalf of itself and the Banks all rights and remedies available to it and the Banks under the Loan Documents or applicable
law; 







provided, however, that upon the occurrence of any event
specified in subsection (f) or (g) of Section 8.01 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), (i) the obligation of each Bank to make Loans and the obligation and power of
the LC Issuers to issue Facility LCs shall automatically terminate, (ii) the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and (iii) the Company will be and thereby
become obligated to pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC
Collateral Account, equal to the Collateral Shortfall Amount, in each case without further act of the Agent or any Bank without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. At any time
while any Default is continuing, neither the Company nor any Person claiming on behalf of or through the Company shall have any
right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Obligations have been indefeasibly
paid in full and all Commitments hereunder have been terminated, any funds remaining in the Facility LC Collateral Account shall
be returned by the Agent to the Company or paid to whomever may be legally entitled thereto at such time. 



        8.03    Rights
Not Exclusive.   The rights provided for in this Agreement and the other Loan Documents (whether now existing
or hereafter arising) are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or
in equity. 




ARTICLE IX 

THE AGENT  



        9.01    Appointment
and Authorization.   Each Bank hereby irrevocably appoints, designates and authorizes the Agent to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, 






59. 












together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Agent shall
not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have
any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. 



        9.02    Delegation
of Duties.   The Agent may execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects
with reasonable care. 



        9.03    Liability
of Agent.   None of the Agent-Related Persons shall (i) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby
(except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Banks for any
recital, statement, representation or warranty made by the Company or any Subsidiary or Affiliate of the Company, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document,
or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for
any failure of the Company or any other party to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Company or any of the Company’s Subsidiaries or Affiliates. 



        9.04    Reliance by Agent.  



	  	        (a)    The
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the Majority Banks (or all the Banks if specifically required
hereunder) as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Banks against
any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent
shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Majority Banks (or all the Banks if specifically required hereunder) and such request
and any action taken or failure to act pursuant thereto shall be binding upon all of the Banks. 











60. 











	  	        (b)    For
purposes of determining compliance with the conditions specified in Section 4.01, each Bank that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent on
or prior to the Closing Date by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder
to be consented to or approved by or acceptable or satisfactory to the Bank. 







        9.05    Notice
of Default.   The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent
for the account of the Banks, unless the Agent shall have received written notice from a Bank or the Company referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Agent
will promptly notify the Banks of its receipt of any such notice. The Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Majority Banks in accordance with Article VIII; provided, however, that
unless and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best
interest of the Banks. 



        9.06    Credit
Decision.   Each Bank acknowledges that none of the Agent-Related Persons has made any representation or
warranty to it, and that no act by the Agent hereafter taken, including any review of the affairs of the Company and its
Subsidiaries, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the Company and its Subsidiaries, and all applicable
bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Company hereunder. Each Bank also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly
herein required to be furnished to the Banks by the Agent, the Agent shall not have any duty or responsibility to provide any Bank
with any credit or other information concerning the business, prospects, operations, property, financial and other condition or
creditworthiness of the Company which may come into the possession of any of the Agent-Related Persons. 



        9.07    Indemnification.   Whether
or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand the Agent-Related Persons (to
the extent not reimbursed by or on behalf of the Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that no Bank shall be liable for the
payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross
negligence or 






61. 












willful misconduct. Without limitation of the foregoing, each Bank shall
reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred
by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is
not reimbursed for such expenses by or on behalf of the Company. The undertaking in this Section shall survive the payment of
all Obligations hereunder and the resignation or replacement of the Agent. 



        9.08    Agent
in Individual Capacity.   JPMorgan and Wachovia Bank, National Association, and their respective Affiliates may
make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage
in any kind of banking, trust, financial advisory, underwriting or other business with the Company and its Subsidiaries and
Affiliates as though JPMorgan were not the Agent and Wachovia Bank, National Association was not the Syndication Agent and The
Bank of Tokyo-Mitsubishi, Ltd. and U.S. Bank National Association were not the Documentation Agents hereunder and without notice
to or consent of the Banks. The Banks acknowledge that, pursuant to such activities, JPMorgan, Wachovia Bank, National
Association, The Bank of Tokyo-Mitsubishi, Ltd., U.S. Bank National Association or their respective Affiliates may receive
information regarding the Company or its Affiliates (including information that may be subject to confidentiality obligations in
favor of the Company or such Subsidiary) and acknowledge that neither the Agent, the Syndication Agent, nor the Documentation
Agents shall be under any obligation to provide such information to them. With respect to its Loans, each of JPMorgan, Wachovia
Bank, National Association, The Bank of Tokyo-Mitsubishi, Ltd. and U.S. Bank National Association shall have the same rights and
powers under this Agreement as any other Bank and may exercise the same as though it were not the Agent, the Syndication Agent or
the Documentation Agents, as applicable, and the terms “Bank” and “Banks” include each of JPMorgan, Wachovia
Bank, National Association The Bank of Tokyo-Mitsubishi, Ltd. and U.S. Bank National Association, in its individual capacity.
Notwithstanding anything herein to the contrary, the Arrangers, the Syndication Agent and the Documentation Agents named herein
shall not have any duties or liabilities under this Agreement, except in their capacity, if any, as Banks. 



        9.09    Successor
Agent.   The Agent may, and at the request of the Company (so long as no Default or Event of Default exists at
the time of such request) or the Majority Banks shall, resign as Agent upon 30 days’ notice to the Banks. If the Agent
resigns under this Agreement, the Company shall appoint from among the Banks a successor agent for the Banks (unless an Event of
Default then exists in which case the Majority Banks shall appoint the successor agent). If no successor agent is appointed prior
to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Banks and the Company, a
successor agent from among the Banks. Upon the acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor
agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s
resignation hereunder as Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is 30 days following a 






62. 












retiring Agent’s notice of resignation, the retiring Agent’s
resignation shall nevertheless thereupon become effective and the Banks shall perform all of the duties of the Agent hereunder
until such time, if any, as the Company or the Majority Banks appoint a successor agent as provided for above. 



        9.10    Withholding Tax.  



	  	        (a)    If
any Bank claims exemption from withholding tax under a United States tax treaty by providing IRS Form W-8 BEN and such Bank sells,
assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company to such Bank, such Bank
agrees to notify the Agent of the percentage amount in which it is no longer the beneficial owner of Obligations of the Company to
such Bank. To the extent of such percentage amount, the Agent will treat such Bank’s IRS Form W-8 BEN as no longer valid.








	  	        (b)    Subject
to the requirements of this Agreement, if any Bank claiming exemption from United States withholding tax by filing IRS Form W-8
ECI with the Agent sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of the Company
to such Bank, such Bank agrees to undertake sole responsibility for complying with the withholding tax requirements imposed by the
Code. 







	  	        (c)    If
the IRS or any other Governmental Authority of the United States or any other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Bank (because the appropriate form was not delivered, was not
properly executed, or because such Bank failed to notify the Agent of a change in circumstances which rendered the exemption from
withholding tax ineffective, or for any other reason) such Bank shall indemnify the Agent fully for all amounts paid, directly or
indirectly, by the Agent as tax or otherwise, including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this subsection, together with all costs and expenses (including Attorney
Costs). The obligation of the Banks under this subsection shall survive the payment of all Obligations and the resignation or
replacement of the Agent. 









ARTICLE X 

MISCELLANEOUS  



        10.01    Amendments
and Waivers.   No amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent with respect to any departure by the Company therefrom, shall be effective unless the same shall be in writing and signed
by the Majority Banks (or by the Agent at the written request of the Majority Banks) and the Company and acknowledged by the
Agent, and then any such waiver and consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by
the Company and each Bank affected thereby, and acknowledged by the Agent, do any of the following: 







63. 












	  	        (a)    increase
or extend the Commitment of any Bank (or reinstate any Commitment terminated pursuant to subsection 8.02(a)); 







	  	        (b)    postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest (including, without
limitation, the Applicable Utilization Margin), Facility Fees, Reimbursement Obligations, LC Fees or other material amounts due to
the Banks (or any of them) or the LC Issuers (or any of them) hereunder or under any other Loan Document; 







	  	        (c)    reduce
the principal of, or the rate of interest (including, without limitation, the Applicable Utilization Margin) specified herein on
any Loan, Reimbursement Obligations or (subject to clause (ii) below) any Facility Fees, LC Fees or other amounts payable
hereunder or under any other Loan Document; 







	  	        (d)    change
the percentage of the Commitments or of the aggregate unpaid principal amount of the Aggregate Outstanding Exposure which is
required for the Banks or any of them to take any action hereunder; or 







	  	        (e)    amend
this Section, or Section 2.14, or any provision herein providing for consent or other action by all Banks; 







and, provided further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the Majority Banks or all the Banks, as the case may be,
affect the rights or duties of the Agent under this Agreement or any other Loan Document, (ii) any fee letter may be amended,
or rights or privileges thereunder waived, in a writing executed by the parties thereto, (iii) no amendment, waiver or consent of
any provision herein relating to the LC Issuers shall be effective without the written consent of the LC Issuers and (iv) no
amendments, consents or waivers are required to effectuate the increases in Commitments pursuant to Section 2.07(b) except as
provided in such Section. 



        10.02    Notices.  



	  	        (a)    All
notices, requests and other communications shall be in writing (including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by facsimile (i) shall be immediately confirmed by a telephone
call to the recipient at the number specified on Schedule 10.02, and (ii) shall be followed promptly by delivery
of a hard copy original thereof) and mailed, faxed or delivered, to the address or facsimile number specified for notices on
Schedule 10.02; or, as directed to the Company or the Agent, to such other address as shall be designated by such
party in a written notice to the other parties, and as directed to any other party, at such other address as shall be designated
by such party in a written notice to the Company and the Agent. 







	  	        (b)    All
such notices, requests and communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the fifth
Business Day after the date deposited into the U.S. mail, or if delivered, upon delivery; except that notices pursuant to Article
II or IX shall not be effective until actually received by the Agent. 







 


64. 













	  	        (c)    Any
agreement of the Agent, the Banks and the LC Issuers herein to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Company. The Agent, the Banks and the LC Issuers shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by the Company to give such notice and, absent gross negligence or willful
misconduct, the Agent, the Banks and the LC Issuers shall not have any liability to the Company or other Person on account of any
action taken or not taken by the Agent, the Banks or the LC Issuers in reliance upon such telephonic or facsimile notice. The
obligation of the Company to repay the Loans and pay the Reimbursement Obligations shall not be affected in any way or to any
extent by any failure by the Agent and the Banks or the LC Issuers, as the case may be, to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Agent and the Banks or the LC Issuers, as the case may be, of a confirmation
which is at variance with the terms understood by the Agent and the Banks or the LC Issuers to be contained in the telephonic or
facsimile notice. 







        10.03    No
Waiver; Cumulative Remedies.   No failure to exercise and no delay in exercising, on the part of the Agent, any
Bank or any LC Issuer, 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. 



        10.04    Costs
and Expenses.   The Company shall: 



	  	        (a)    pay
or reimburse the Agent within five Business Days after demand for all reasonable costs and expenses incurred by the Agent in
connection with the development, preparation, documentation negotiation, syndication, distribution, administration and closing of
this Agreement and the Loan Documents and any other documents prepared in connection therewith (whether or not closing occurs),
and the administration of, and any amendment, supplement, waiver or modification to (in each case, whether or not consummated),
this Agreement, any Loan Document and any such other documents, including reasonable Attorney Costs incurred by the Agent with
respect thereto; and 







	  	        (b)    pay
or reimburse the Agent, the Arrangers and each Bank within five Business Days after demand for all reasonable costs and expenses
(including Attorney Costs) incurred by them in connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or any other Loan Document during the existence of an Event of Default or after
acceleration of the Loans (including in connection with any “workout” or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding). 







        10.05    Indemnity.   Whether
or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold the Agent-Related Persons, each
Bank and each LC Issuer and each of its respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
“Indemnified Person”) harmless from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, fines, expenses and disbursements (including reasonable Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following repayment of the Loans and 





65. 












the termination, resignation or replacement of the Agent or replacement of
any Bank) result from an action, suit, proceeding or claim asserted against any such Indemnified Person by any Person not entitled
to indemnification under this section in any way relating to or arising out of this Agreement or any document contemplated by or
referred to herein or any act or omission of the Company contrary to the representations made in Section 5.21, 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, the Loans or any Facility LC or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”);
provided, however, that the Company shall not be liable to any Indemnified Person for any portion of such
Indemnified Liabilities resulting from such Indemnified Person’s gross negligence or willful misconduct. In the event this
indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable
to the full extent permitted by law. Promptly upon receipt of notice of the making of any claim or the initiation of any action,
suit, or proceeding (together, “Dispute”), the Indemnified Person shall, if a claim in respect thereof is to be
made against the Company hereunder, notify the Company in writing thereof, provided that any failure to provide such notice
shall not excuse the Company from its obligations under this Section, except to the extent that such failure to notify shall have
materially prejudiced the Company’s position. The Company shall have the right at its expense to control the defense of any
Dispute, provided the Company has delivered prompt notice to the Indemnified Person expressly agreeing to assume the
defense thereof and reaffirming its obligation to indemnify and hold harmless hereunder, with nationally-recognized counsel
selected by the Company, but reasonably satisfactory to the Indemnified Person. In such event, the Company shall promptly notify
the Indemnified Person of any and all material developments in such Dispute and the Company shall not agree to any settlement or
material stipulation in such Dispute without the prior written consent of the Indemnified Person (such consent not to be
unreasonably withheld). Notwithstanding the foregoing, if in the reasonable judgment of the Indemnified Person, there may exist
bona fide legal defenses available to it relating to the Dispute which conflict with those of the Company or another Indemnified
Person, such Indemnified Person shall have the right to select separate counsel, at the expense of the Company, to assert such
legal defenses and otherwise participate in the legal defense of such Dispute on behalf of such Indemnified Person.
Notwithstanding the foregoing, no Dispute subject to this paragraph shall be settled without the Company’s prior consent, not
to be unreasonably withheld; provided, however, that any Indemnified Person may settle any such Dispute without the
Company’s consent if (a) the market reputation of JPMorgan or its Affiliates, or any Bank or its Affiliates which becomes an
Indemnified Person under this Section 10.05, or the relationship of any of such Persons with their applicable state or federal
regulators, in the judgment of such Persons, is being or foreseeably will be materially impaired as a result of the continuation
of such Dispute, or (b) such Dispute involves or relates to any allegation of criminal wrongdoing, or (c) the Company is disputing
its obligation to indemnify under this Section, or (d) the Company has failed to respond to any request for such consent within 10
days of its receipt of written notice of such proposed settlement. No Indemnified Person shall have any liability to the Company
or any of its Affiliates for any indirect or consequential damages in connection with its activities related to this Agreement.
The agreements in this Section shall survive payment of all other Obligations and the termination of the Commitments.







66. 











        10.06    Payments
Set Aside.   To the extent that the Company makes a payment to the Agent, the Banks or the LC Issuers, or the
Agent, the Banks or the LC Issuers exercise their right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Agent, such Bank or such LC Issuer in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any Insolvency Proceeding 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 set-off had not occurred, and (b) each Bank severally agrees to pay to the Agent upon demand its pro rata
share or other applicable share of any amount so recovered from or repaid by the Agent. 



        10.07    Successors
and Assigns.   The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of the Agent and each Bank and no Bank shall assign any of its
rights or obligations hereunder except in accordance with Section 10.08. 



        10.08    Assignments,
Participations, etc.  



	  	        (a)    Any
Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default, and any LC
Issuer and the Agent, which consents shall not be unreasonably withheld or delayed, at any time assign and delegate to one or more
Eligible Assignees (provided that (i) no written consent of the Company or the Agent shall be required in connection with any
assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank, and (ii) the written consent of the
LC Issuers shall be required for each assignment and delegation) (each an “Assignee”) all, or any ratable part of
all, of such Bank’s Outstanding Credit Exposure, the Commitment and the other rights and obligations of such Bank hereunder,
in a minimum amount of $5,000,000 (or such lesser amount as the Company and the Agent may consent); provided,
however, that the Company and the Agent may continue to deal solely and directly with such Bank in connection with the
interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions,
addresses and related information with respect to the Assignee, shall have been given to the Company and the Agent by such Bank
and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Company and the Agent an Assignment and
Acceptance in the form of Exhibit I (“Assignment and Acceptance”) and (iii) the assignor Bank or
Assignee has paid to the Agent a processing fee in the amount of $3,500, provided that in the case of a transfer under
Section 3.08, the assignor Bank shall not be obligated to pay such processing fee. 







	  	        (b)    From
and after the date that the Agent notifies the Company and the assignor Bank that it has received an executed Assignment and
Acceptance which has been consented to by the Agent, the LC Issuers and by the Company (if required), and payment of the
above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations
of a 









67. 












	  	Bank under the Loan Documents, and (ii) the assignor Bank
shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to
such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. 






	  	        (c)    Within
five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment
of the processing fee (and provided that the Agent, the LC Issuers and the Company consent to such assignment in accordance with
subsection 10.08(a), to the extent required), the Company shall, if requested, execute and deliver to the Agent Notes for the
Assignee (if the Assignee was not previously a Bank under this Agreement) and, if the assignor Bank is not retaining any interest
in this Agreement such assignor Bank shall promptly cancel and return its Notes to the Agent for return to the Company.
Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall
be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting
adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the
assigning Bank pro tanto. 







	  	        (d)    Any
Bank may, with the written consent of the Company at all times other than during the existence of an Event of Default, which
consent shall not be unreasonably withheld, at any time sell to one or more Eligible Assignees (a “Participant”)
participating interests in any Outstanding Credit Exposure of such Bank, the Commitment of that Bank and the other interests of
that Bank (the “originating Bank”) hereunder and under the other Loan Documents; provided, however, that
(i) the originating Bank’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall
remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal
solely and directly with the originating Bank in connection with the originating Bank’s rights and obligations under this
Agreement and the other Loan Documents, (iv) no Bank shall transfer or grant any participating interest under which the
Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan
Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the
first proviso to Section 10.01 and (v) with respect to the sale of participating interests in any Bid Loan to any
Participant, (x) the Company’s consent shall not be required and (y) the Participant need not be an Eligible Assignee. In the
case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan
Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation.








	  	        (e)    Each
Bank agrees 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 Agent on such Company’s or Subsidiary’s behalf, under this Agreement or any other Loan Document, and neither
it nor any of its Affiliates shall disseminate such information except on a “need to know” basis to employees of such
Bank or Affiliate, as the case may 









68. 












	  	be, and their respective representatives or use any such
information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent
such information (i) was or becomes generally available to the public other than as a result of disclosure by the Bank, 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 Bank; provided, however, that any Bank may
disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Bank is
subject or in connection with an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process
(provided that such Bank shall promptly notify the Company of any such subpoena or process, unless it is legally prohibited from
doing so, and cooperate with the Company at the Company’s expense in obtaining a suitable order protecting the
confidentiality of such information); (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 Agent, any Bank or
their respective Affiliates may be party provided that such Bank will promptly notify the Company of any such disclosure
and use reasonable efforts at the Company’s expense to obtain a suitable order protecting the confidentiality of such
information; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Bank’s independent auditors and other professional advisors; and (G) to any Affiliate of such Bank, or
to any Participant or Assignee, actual or (provided that there exists no Event of Default, with the written consent of the
Company, ) potential, provided that such Affiliate, Participant or Assignee agrees in writing to keep such information
confidential to the same extent required of the Banks hereunder. Notwithstanding anything to the contrary set forth herein or in
any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality
contained herein and therein (the “Confidentiality Obligations”), as they relate to the transactions contemplated by
this Agreement, shall not apply to the “tax structure” or “tax treatment” of the transactions contemplated by
this Agreement (as these terms are used in Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations (the
“Confidentiality Regulation”) promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended); and each
party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without
limitation of any kind, the “tax structure” and “tax treatment” of the transactions contemplated by this
Agreement (as these terms are defined in the Confidentiality Regulation). In addition, each party hereto acknowledges that it has
no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement. 







	  	        (f)    Notwithstanding
any other provision in this Agreement, without consent of the Company, any Bank may at any time create a security interest in, or
pledge, all or any portion of its rights under and interest in this Agreement and any Note held by it (i) in favor of any Federal
Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve
Bank may enforce such pledge or security interest in any manner permitted under applicable law, and (ii) to any direct or indirect
counterparties in credit derivative transactions relating to the Loans for the purpose of the physical settlement of such
transaction. If requested by any such Bank 









69. 












	  	for purposes of this subsection 10.08(f), the Company shall
execute and deliver Notes to such Bank. 






        10.09    Set-off.   In
addition to any rights and remedies of the Banks provided by law, if an Event of Default exists, each Bank is authorized at any
time and from time to time, without prior notice to the Company, any such notice being waived by the Company to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time
held by, and other indebtedness at any time owing by, such Bank to or for the credit or the account of the Company against any and
all Obligations owing to such Bank, now or hereafter existing, irrespective of whether or not the Agent or such Bank shall have
made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. In the event
of any inconsistency between this section and any agreement governing deposits maintained by the Company with any Bank, this
Section shall control with respect to set-offs affecting this Agreement. Each Bank agrees promptly to notify the Company and
the Agent after any such set-off and application made by such Bank; provided, however, that the failure to give such
notice shall not affect the validity of such set-off and application. 



        10.10    Notification
of Addresses, Lending Offices, Etc.   Each Bank and each LC Issuer shall notify the Agent in writing of any
changes in the address to which notices to the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Agent shall
reasonably request. 



        10.11    Counterparts.   This
Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original,
and all of said counterparts taken together shall be deemed to constitute but one and the same instrument. 



        10.12    Severability.   The
illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or
agreement required hereunder. 



        10.13    No
Third Parties Benefited.   This Agreement is made and entered into for the sole protection and legal benefit of
the Company, the Banks, the LC Issuers, the Agent and the Agent-Related Persons, and their permitted successors and assigns, and
no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents. 



        10.14    Governing
Law and Jurisdiction.  



	  	        (a)    THIS
AGREEMENT (AND THE NOTES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT
THE AGENT, THE BANKS AND THE LC ISSUERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 







	  	        (b)    ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE 









70. 












	  	COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT, THE BANKS AND THE
LC ISSUERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
COMPANY, THE AGENT, THE BANKS AND THE LC ISSUERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. 






        10.15    Waiver
of Jury Trial.   THE COMPANY, THE BANKS, THE LC ISSUERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF
THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS, OR OTHERWISE. THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR
THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS. 



        10.16    Entire
Agreement.   This Agreement, together with the other Loan Documents, embodies the entire agreement and
understanding among the Company, the Banks, the LC Issuers and the Agent, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning thereof. 



        10.17    USA
PATRIOT ACT NOTIFICATION. 



        The following notification is
provided to the Company pursuant to Section 326 of the USA PATRIOT Act of 2001, 31 U.S.C. Section 5318: 



        IMPORTANT INFORMATION ABOUT
PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering 






71. 












activities, Federal law requires all financial institutions to obtain,
verify, and record information that identifies each person or entity that opens an account, including any deposit account,
treasury management account, loan, other extension of credit, or other financial services product. What this means for the
Company: When Company opens an account, the Agent, the LC Issuers and the Banks will ask for Company’s name, tax
identification number, business address, and other information that will allow the Agent, the LC Issuers and the Banks to identify
the Company. 






















72. 















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


	 	DELUXE CORPORATION 
	 
	    	By:    	/s/   Raj K. Agrawal 

	 	 	Name:   Raj K. Agrawal

Title:     Vice President and Treasurer 
	 
	 	Federal Employer Identification Number:
41-0216880 






















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	JPMORGAN CHASE BANK, N.A. (successor 
by merger to Bank One, NA (Main Office 
Chicago)), individually, as Agent and as an 
LC Issuer 
	 
	    	By:    	/s/   Sabir A. Hashmy 

	 	 	Name:   Sabir A. Hashmy

Title:     Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 









	 	WACHOVIA BANK, NATIONAL ASSOCIATION
individually and as Syndication Agent 
	 
	    	By:    	/s/   Andy L. Welicky 

	 	 	Name:   Andy L. Welicky

Title:     Assistant Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 









	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH, individually and as 
a Co-Documentation Agent 
	 
	    	By:    	/s/   Tsuguyuki Umene 

	 	 	Name:   Tsuguyuki Umene

Title:     Deputy General Manager 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	U.S. BANK NATIONAL ASSOCIATION,
Individually and as a Co-Documentation Agent 
	 
	    	By:    	/s/   Christopher W. Rupp 

	 	 	Name:   Christopher W. Rupp

Title:     Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 
	 
	    	By:    	/s/   Patrick McCue 

	 	 	Name:   Patrick McCue

Title:     Vice President 
	 
	    	By:    	/s/   Allison Gelfman 

	 	 	Name:   Allison Gelfman

Title:     Vice President 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	THE BANK OF NEW YORK 
	 
	    	By:    	/s/   Walter C. Parelli 

	 	 	Name:   Walter C. Parelli

Title:     Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	THE NORTHERN TRUST COMPANY 
	 
	    	By:    	/s/   Melissa A. Whitman 

	 	 	Name:   Melissa A. Whitman

Title:     Senior Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	CREDIT SUISSE, Cayman Islands Branch 
	 
	    	By:    	/s/   Bill O’Daly 

	 	 	Name:   Bill O’Daly

Title:     Director 
	 
	    	By:    	/s/   Cassandra Droogan 

	 	 	Name:   Cassandra Droogan

Title:     Associate 




















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	FIFTH THIRD BANK 
	 
	    	By:    	/s/   Ann-Drea Burns 

	 	 	Name:   Ann-Drea Burns

Title:     AVP 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	SOVEREIGN BANK 
	 
	    	By:    	/s/   Greg Batsevitsky 

	 	 	Name:   Greg Batsevitsky

Title:     Vice President 




















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	BNP PARIBAS 
	 
	    	By:    	/s/   Curt Price 

	 	 	Name:   Curt Price

Title:     Managing Director 
	 
	    	By:    	/s/   Gaye Plunkett 

	 	 	Name:   Gaye Plunkett

Title:     Vice President 





















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	NATIONAL CITY BANK OF THE MIDWEST 
	 
	    	By:    	/s/   Jon R. Hinard 

	 	 	Name:   Jon R. Hinard

Title:     Senior Vice President 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 










	 	THE BANK OF NOVA SCOTIA 
	 
	    	By:    	/s/   N. Bell 

	 	 	Name:   N. Bell

Title:     Sr. Manager 
	 



















SIGNATURE PAGE TO

AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT DATED JULY 2005 












ANNEX I 



PRICING GRID  




	

	Amended and Restated 5-Year Revolving Credit
Pricing Grid
	

	Status	Level I		Level II		Level III		Level IV		Level V
	

	Applicable Facility Fee Rate	 	0.080%	 	0.085%	 	0.090%	 	0.115%	 	0.175%	 
	

	Applicable Utilization Margin	 	0.100%	 	0.100%	 	0.100%	 	0.125%	 	0.125%	 
	

	LIBO Rate Applicable Margin	 	0.220%	 	0.265%	 	0.360%	 	0.385%	 	0.450%	 
	

	Base Rate Applicable Margin	 	0.000%	 	0.000%	 	0.000%	 	0.000%	 	0.000%	 
	

	Commercial LC Fee Rate	 	0.110%	 	0.1325%	 	0.180%	 	0.1925%	 	0.225%	 
	

	Standby LC Fee Rate	 	0.220%	 	0.265%	 	0.360%	 	0.385%	 	0.450%	 
	







        For the purposes of this
Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: 



        “Level I Status”
exists at any date if, on such date, the Company’s Moody’s Rating is A2 or better or the Company’s S&P
Rating is A or better. 



        “Level II Status”
exists at any date if, on such date, (i) the Company has not qualified for Level I Status and (ii) the Company’s Moody’s
Rating is A3 or better or the Company’s S&P Rating is A- or better. 



        “Level III Status”
exists at any date if, on such date, (i) the Company has not qualified for Level I Status or Level II Status and (ii) the
Company’s Moody’s Rating is Baa1 or better or the Company’s S&P Rating is BBB+ or better. 



        “Level IV Status”
exists at any date if, on such date, (i) the Company has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Company’s Moody’s Rating is Baa2 or better or the Company’s S&P Rating is BBB or better.




        “Level V Status”
exists at any date if, on such date, the Company has not qualified for Level I Status, Level II Status, Level III Status or Level
IV Status. 






ANNEX I 











        “Moody’s
Rating” means, at any time, the rating issued by Moody’s Investors Service, Inc. and then in effect with respect to the
Company’s senior unsecured long-term debt securities without third-party credit enhancement. 



        “Rating” means
Moody’s Rating or S&P Rating. 



        “S&P Rating”
means, at any time, the rating issued by Standard and Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and then in effect with respect to the Company’s senior unsecured long-term debt securities without third-party credit
enhancement. 



        “Status” means
Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status. 



        The Applicable Margins, the
Applicable Facility Fee Rate, the Applicable Utilization Margin, the applicable Commercial LC Fee Rate and the applicable Standby
LC Fee Rate shall be determined in accordance with the foregoing table based on the Company’s Status as determined from its
then-current Moody’s or S&P Rating. If the Company is split-rated and the ratings differential is two levels or more, the
intermediate rating at the midpoint will apply. If there is no midpoint, the higher of the two intermediate ratings will apply.
The credit rating in effect on any date for the purposes of this Schedule is that in effect at the close of business on such date.
Unless Moody’s or S&P, as applicable, shall cease generally to issue public ratings with respect to senior unsecured
long-term debt securities without third-party credit enhancement (in which event the Applicable Margins, the Applicable Facility
Fee Rate, the Applicable Utilization Margin, the applicable Commercial LC Fee Rate and the applicable Standby LC Fee Rate shall be
determined in accordance with the foregoing table based on the Company’s Status as determined from its then-current and
available Moody’s or S&P Rating, as applicable), if the Company does not have both a Moody’s Rating and an S&P
Rating, Level V Status shall apply. 














ANNEX I 










SCHEDULE 2.01 


LIST OF COMMITMENTS AND PRO RATA SHARES 




	

	BANK 		COMMITMENT 		PRO RATA SHARE 
	

	JPMORGAN CHASE BANK, N.A	 	$ 35,000,000	 	12.727%	 
	

	WACHOVIA BANK, NATIONAL ASSOCIATION	 	$ 35,000,000	 	12.727%	 
	

	THE BANK OF TOKYO-MITSUBISHI, LTD.	 	$ 30,000,000	 	10.909%	 
	

	U.S. BANK NATIONAL ASSOCIATION	 	$ 30,000,000	 	10.909%	 
	

	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$ 25,000,000	 	  9.091%	 
	

	THE BANK OF NEW YORK	 	$ 25,000,000	 	  9.091%	 
	

	THE NORTHERN TRUST COMPANY	 	$ 16,250,000	 	  5.909%	 
	

	CREDIT SUISSE FIRST BOSTON	 	$ 16,250,000	 	  5.909%	 
	

	FIFTH THIRD BANK	 	$ 16,250,000	 	  5.909%	 
	

	SOVEREIGN BANK	 	$ 16,250,000	 	  5.909%	 
	

	BNP PARIBAS	 	$ 10,000,000	 	  3.636%	 
	

	NATIONAL CITY BANK	 	$ 10,000,000	 	  3.636%	 
	

	THE BANK OF NOVA SCOTIA	 	$ 10,000,000	 	  3.636%	 
	

	TOTAL 	 	$275,000,000	 	   100%	 
	










SCHEDULES 













SCHEDULE 5.05 



LITIGATION 



NONE. 




















SCHEDULES 











SCHEDULE 5.07 



ERISA MATTERS 



NONE. 




















SCHEDULES 











SCHEDULE 5.12 



ENVIRONMENTAL MATTERS 



NONE. 




















SCHEDULES 











SCHEDULE 5.15 



COPYRIGHTS, PATENTS,
TRADEMARKS AND LICENSES 



NONE. 




















SCHEDULES 











SCHEDULE 5.16 



LIST OF SUBSIDIARIES AND MATERIAL EQUITY INVESTMENTS 


	(a)    SUBSIDIARIES	 	DOMICILE	 	OWNERSHIP	 
	Deluxe Enterprise Operations, Inc.	 	Minnesota	 	100%	 
	Deluxe Financial Services, Inc.	 	Minnesota	 	100%	 
	Deluxe Manufacturing Operations, Inc.	 	Minnesota	 	100%	 
	Deluxe Small Business Sales, Inc.	 	Minnesota	 	100%	 
	Direct Checks Unlimited, LLC	 	Colorado	 	100%	 
	Direct Checks Unlimited Sales, Inc.	 	Colorado	 	100%	 
	DLX Check Printers, Inc.	 	Minnesota	 	100%	 
	DLX Check Texas, Inc.	 	Minnesota	 	100%	 
	     Deluxe Financial Services Texas L.P.
	Paper Payment Services, LLC	 	Minnesota	 	100%	 
	Plaid Moon, Inc.	 	Minnesota	 	100%	 
	PPS Holding Company, Inc.	 	Minnesota	 	100%	 
	Chiswick, Inc.	 	Massachusetts	 	100%	 
	McBee Systems, Inc.	 	Colorado	 	100%	 
	McBee Systems Ohio, Inc.	 	Minnesota	 	100%	 
	New England Business Service, Inc.	 	Delaware	 	100%	 
	NEBS Payroll Services, Inc.	 	Minnesota	 	100%	 
	PremiumWear, Inc.	 	Delaware	 	100%	 
	Rapidforms, Inc.	 	New Jersey	 	100%	 
	Russell and Miller, Inc.	 	Delaware	 	100%	 
	Safeguard Business Systems, Inc.	 	Delaware	 	100%	 
	Stephen Fossler Company	 	Delaware	 	100%	 
	Veripack, Inc.	 	Delaware	 	100%	 
	NEBS Business Stationery Limited	 	UK	 	100%	 
	Shirlite Limited	 	UK	 	100%	 
	Sigma Afterprint Services Limited	 	UK	 	100%	 
	DGBS UK Forms Limited	 	UK	 	100%	 
	DGBS UK Holdings Limited	 	UK	 	100%	 
	NEBS Business Products Limited	 	Ontario CANADA	 	100%	 
	NEBS Payroll Service Limited	 	Ontario CANADA	 	100%	 
	Safeguard Business Systems Limited	 	Ontario CANADA	 	100%	 
	 
	(b)    MATERIAL EQUITY INVESTMENTS	 
	                 Deluxe Mexicana S.A. de C.V	 	Mexico	 	50%	 









SCHEDULES 











SCHEDULE 7.01 



EXISTING LIENS 



None. 




















SCHEDULES 











SCHEDULE 10.02 



OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES 



DELUXE CORPORATION 



Address for Notices 



3680 Victoria Street North

Shoreview, MN 55126

Attention: Raj Agrawal, Vice President and Treasurer

Telephone: (651) 787-1068

Facsimile: (651) 787-1566

With a copy to: 



3680 Victoria Street North

Shoreview, MN 55126

Attention: Anthony C. Scarfone, General Counsel

Telephone: (651) 483-7122

Facsimile: (651) 787-2749 





JPMORGAN CHASE BANK, N.A. as Agent 



Notices for Borrowing, Conversions/Continuations, and Payments 



JPMorgan Chase Bank, N.A.

One JPMorgan Plaza

Chicago, IL 60670

Attention: Erica Lowe

Telephone: (312) 732-6137

Facsimile: (312) 732-4303 



Address for Notices other than Borrowing: 



JPMorgan Chase Bank, N.A.

111 E. Wisconsin Ave.

Milwaukee, WI 53202

Attention: Anthony Maggiore

Telephone: (414) 765-3111

Facsimile: (414) 765-2625 










SCHEDULES 











EXHIBIT A 



FORM OF TRANSMITTAL LETTER/COMPLIANCE CERTIFICATE 



DELUXE CORPORATION 



Financial Statements Date: ______________ 



        Reference is made to that
certain Amended and Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”),
the several financial institutions from time to time party thereto (the “Banks”) and JPMorgan Chase Bank, N.A.,
as Agent (in such capacity, the “Agent”) and as an LC Issuer. Unless otherwise defined herein, capitalized terms
used herein have the respective meanings assigned to them in the Credit Agreement. 



[Use the following if this Transmittal Letter/Certificate is delivered in
connection with the financial statements required by subsection 6.01(a) of the Credit Agreement.] 



Transmittal Letter 



        Pursuant to subsection
6.01(a) of the Credit Agreement, attached hereto are true copies of the audited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of the fiscal year ended _______________ 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, accompanied by the opinion of the Independent Auditor, which report states that such consolidated
financial statements present fairly, in all material respects, the financial position for the periods indicated in conformity with
GAAP. 



Certificate 



        The undersigned hereby
certifies that he/she is a Responsible Officer as defined in the Credit Agreement and hereby certifies as of the date hereof on
behalf of the Company and its consolidated Subsidiaries that: 



	1.  	  	No Default or Event of Default has occurred and is continuing,
except as described in Attachment 1 hereto. 






	2.  	  	The computations set forth below are true and correct as of
_________________, ____, the last day of the accounting period for which the aforesaid financial statements were prepared.







	3.  	  	If the financial statements of the Company being concurrently
delivered were not prepared in accordance with GAAP, Attachment 2 hereto sets forth any derivations required to conform the
relevant data in such financial statements to the computations set forth below. 










A-1 












	4.  	  	There have been no changes in accounting policies or financial
reporting practices of the Company or any of its Subsidiaries since the date of the last compliance certificate delivered to you,
except as described in Attachment 3 hereto. 





        IN WITNESS WHEREOF, the
undersigned has executed this Certificate on behalf of the Company (and not personally) as the ____________ of the Company as of
______________, _______. 


	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 





[Use the following paragraph if this Certificate is delivered in connection
with the financial statements required by subsection 6.01(b) of the Credit Agreement.] 



Certificate 



        The undersigned hereby
certifies that he/she is a Responsible Officer as defined in the Credit Agreement and hereby certifies as of the date hereof on
behalf of the Company and its Consolidated Subsidiaries, and that: 



	1.  	  	Pursuant to Section 6.01(b) of the Credit Agreement, attached
hereto are true copies of the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end
of the fiscal quarter ended _________ and the related consolidated statements of income and cash flows for the period commencing
on the first day and ending on the last day of such quarter, which fairly present in all material respects and 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 its consolidated Subsidiaries. 






	2.  	  	No Default or Event of Default has occurred and is continuing,
except as described in Attachment 1 hereto. 






	3.  	  	The computations set forth below are true and correct as of
_________________, ____, the last day of the accounting period for which the aforesaid financial statements were prepared.







	4.  	  	If the financial statements of the Company being concurrently
delivered were not prepared in accordance with GAAP, Attachment 2 hereto sets forth any derivations required to conform the
relevant data in such financial statements to the computations set forth below. 






	5.  	  	There have been no changes in accounting policies or financial
reporting practices of the Company or any of its Subsidiaries since the date of the last compliance certificate delivered to you,
except as described in Attachment 3 hereto. 









A-2 












        IN WITNESS WHEREOF, the
undersigned has executed this Certificate on behalf of the Company (and not personally) as the ____________ of the Company as of
______________, _______. 




	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 


























A-3 









SCHEDULE 1

to the Compliance Certificate 





Dated _______________ / For the fiscal quarter ended ___________.  




		Actual 
		Required/Permitted 

	 
	I.      Section 7.10 – Interest Coverage
	 
	          (a)   EBIT	 	 	 		 	 	 	 
	 
	              (i)   consolidated net income	 	 	 	___________	 	 	 	 
	 
	              (ii)   interest expense	 	 	 	+__________	 	 	 	 
	 
	              (iii)   taxes	 	 	 	+__________	 	 	 	 
	 
	              (iv)   extraordinary losses	 	 	 	+__________	 	 	 	 
	 
	              (v)   extraordinary gains	 	 	 	-__________	 	 	 	 
	 
	              (vi)   Earnings Before Interest and Taxes	 	 	 	=__________	 	 	 	 
	 
	          (b)   Interest Expense	 	 	 	___________	 	 	 	 
	 
	          (c)   Ratio of (a)(vi) Earnings Before Interest and Taxes
                  to (b) Interest Expense under Section 7.10	 	 	 	_____ to 1.00	 	Not less than 3.00 to 1.00 
(measured as of the last day 
of any fiscal quarter)	 	 
	 
	II.      Section 7.11 – Subsidiary Indebtedness 
	 
	                  Aggregate Indebtedness of Company’s 
                  consolidated Subsidiaries	 	 	 	___________	 	Not greater than $50,000,000 
(measured as of the last day 
of any fiscal quarter) 	 	 









1 










EXHIBIT B 



FORM OF NOTICE OF BORROWING 



Date: ______________ 



	To:  	JPMorgan Chase Bank, N.A.
as Agent 







Ladies and Gentlemen: 



        The undersigned, Deluxe
Corporation (the “Company”), refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of
July 20, 2005 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among the
Company, the several financial institutions from time to time party thereto (the “Banks”) and JPMorgan Chase
Bank, N.A., as Agent (the “Agent”) and as an LC Issuer, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.03 of the Credit Agreement, of the Committed Borrowing
specified below: 



	1.  	  	The Business Day of the proposed Committed Borrowing is
_______________. 






	2.  	  	The aggregate amount of the proposed Committed Borrowing is
$_____________________. 






	3.  	  	The Committed Borrowing is to be comprised of $___________ of
[Offshore Rate] [Base Rate] Committed Loans. 






	4.  	  	[If applicable:] The duration of the Interest Period for the
Offshore Rate Committed Loans included in the Committed Borrowing shall be _____ months. 






	5.  	  	As of the date hereof, the current senior credit rating
established or deemed established for the Company by Moody’s and S&P is _________ for Moody’s and _________ for
S&P. 






        The undersigned hereby
certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Committed
Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom: 



	1.  	  	the representations and warranties of the Company contained in
Article V of the Credit Agreement (excluding those contained in Section 5.11(b) of the Credit Agreement) are true and correct as
though made on and as of such date, except to the extent such representations and warranties expressly refer to an earlier date,
in which case they are true and correct as of such date; 






	2.  	  	no Default or Event of Default has occurred and is continuing, or
would result from such proposed Committed Borrowing; 










B-1. 











	3.  	  	after giving effect to the proposed Committed Borrowing the
Aggregate Outstanding Credit Exposure does not exceed the aggregate Commitments under the Credit Agreement. 







	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 

























B-2. 











EXHIBIT C 



FORM OF NOTICE OF CONVERSION/CONTINUATION 



Date: _______________ 



	To:  	JPMorgan Chase Bank, N.A.
as Agent 







Ladies and Gentlemen: 



        The undersigned, Deluxe
Corporation (the “Company”), refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of
July 20, 2005 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among the
Company, the several financial institutions from time to time party thereto (the “Banks”) and JPMorgan Chase
Bank, N.A., as Agent (the “Agent”) and as an LC Issuer, the terms defined therein being used herein as therein
defined, and hereby gives you notice irrevocably, pursuant to Section 2.04 of the Credit Agreement, of the [conversion]
[continuation] of Committed Loans specified below: 



	1.  	  	The Conversion/Continuation Date is ______________. 






	2.  	  	The aggregate amount of the Committed Loans to be [converted]
[continued] is $_______________. 






	3.  	  	The Committed Loans are to be [converted into] [continued as]
[Offshore Rate] [Base Rate] Committed Loans. 






	4.  	  	[If applicable:] The duration of the Interest Period for the
Committed Loans included in the [conversion] [continuation] shall be ____ months. 






	5.  	  	As of the date hereof, the current senior credit rating
established or deemed established for the Company by Moody’s and S&P is _________ for Moody’s and _________ for
S&P. 






        The undersigned hereby
certifies that the following statements will be true on and as of the proposed Conversion/Continuation Date, before and after
giving effect thereto and to the application of the proceeds therefrom: 



	1.  	  	the representations and warranties of the Company contained in
Article V of the Credit Agreement are true and correct as though made on and as of such date (except to the extent such
representations and warranties relate to an earlier date, in which case they are true and correct as of such date; 






	2.  	  	no Default or Event of Default exists or shall result from such
proposed [conversion] [continuation]; 








C-1. 












	3.  	  	after giving effect to the proposed [conversion][continuation],
the Aggregate Outstanding Credit Exposure does not exceed the aggregate Commitments under the Credit Agreement. 







	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 





















C-2. 












EXHIBIT D 



FORM OF INVITATION FOR COMPETITIVE BIDS 



Via Facsimile  



Date: __________________ 



To the Banks Listed on Annex A Attached Hereto 



Ladies and Gentlemen: 



        Reference is made to that
certain Amended and Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as extended, renewed, amended or
restated from time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”),
the Banks party thereto and JPMorgan Chase Bank, N.A., as Agent for the Banks (in such capacity, the “Agent”) and
as an LC Issuer. Capitalized terms used herein have the meanings specified in the Credit Agreement. 



        Pursuant to subsection
2.06(b) of the Credit Agreement, you are hereby invited to submit offers to make Bid Loans to the Company based on the following
specifications: 



        1.     Date
of Bid Borrowing: _______________; 



        2.     Aggregate
amount of Bid Borrowing:  $___________________; 



        3.     The
Bid Loans shall be: [LIBOR Bid Loans] [Absolute Rate Bid Loans]; and 



        4.     Interest
Period[s] and requested Interest Payment Dates, if any: [____________________],[________________] and [________________].  



        All Competitive Bids shall be
in the form of Exhibit F to the Credit Agreement and shall be received by the Agent no later than 10:00 a.m. (Chicago
time) on ___________, _____; provided that terms of the offer or offers contained in any Competitive Bid(s) to be submitted
by the Agent (or any Affiliate of the Agent) shall be notified to the Company not later than 10:00 a.m. (Chicago time) on
_____________.1 




	 	JPMORGAN CHASE BANK, N.A., as Agent 
	 
	    	By:    	    

	 	Title:    	    

	 





_________________

1    Insert a date which is three Business Days prior to the date of Borrowing, in the case
of a LIBOR Auction, or on the date of Borrowing, in the case of an Absolute Rate Auction. 








D-1. 












ANNEX A

to the Invitation for Competitive Bids 



List of Bid Loan Lenders 



[JPMorgan Chase Bank, N.A., 
as a Bank] 



	  	Facsimile: (415) 622-____ 






[Bank] 



	  	Facsimile: (___) ___-____ 






[Bank] 



	  	Facsimile: (___) ___-____ 






[Bank] 



	  	Facsimile: (___) ___-____ 






[Bank] 



	  	Facsimile: (___) ___-____ 



















  










EXHIBIT E 



FORM OF COMPETITIVE BID REQUEST 



Date: _______________ 



	To:  	JPMorgan Chase Bank, N.A.
as Agent 







Ladies and Gentlemen: 



        Reference is made to the
Amended and Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as extended, renewed, amended or restated from
time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”), the Banks party
thereto, and JPMorgan Chase Bank, N.A., as Agent and as an LC Issuer. Capitalized terms used herein have the meanings specified in
the Credit Agreement. 



        This is a Competitive Bid
Request for Bid Loans pursuant to Section 2.06(a) of the Credit Agreement as follows: 



The Business Day of the proposed Bid Borrowing is: ______________.




The aggregate amount of the proposed Bid Borrowing is: $___________________.




The proposed Bid Borrowing to be made pursuant to Section 2.06 shall be
comprised of [LIBOR] [Absolute Rate] Bid Loans. 



The Interest Period[s] and Interest Payment Dates, if any, for the Bid Loans
comprised in the Bid Borrowing shall be: _______________, [_________________] and [___________________]. 




	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 














E-1. 











EXHIBIT F 



FORM OF COMPETITIVE BID 



Date: _______________ 



	To:  	JPMorgan Chase Bank, N.A.,
as Agent 







Ladies and Gentlemen: 



        Reference is made to the
Amended and Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as extended, renewed, amended or restated from
time to time, the “Credit Agreement”), among Deluxe Corporation (the “Company”), the
“Banks” party thereto, and JPMorgan Chase Bank, N.A., as Agent and as an LC Issuer. Capitalized terms used herein
have the meanings specified in the Credit Agreement. 



        In response to the Invitation
for Competitive Bids dated ___________ and in accordance with subsection 2.06(c)(ii) of the Credit Agreement, the undersigned
Bank offers to make [a] Bid Loan[s] thereunder in the following principal amounts[s], at the following interest rates and for the
following Interest Period[s], with Interest Payment Dates as specified by the Company: 



Date of Bid Borrowing: _____________________ 




Aggregate Maximum Bid Amount: $________________ 




Offer 1 (Maximum Bid Amount:
$________________)     Interest Period: ________________ 


	Principal Amount $_________	 	Principal Amount $_________	 	Principal Amount $_________	 
	Interest:	 	Interest:	 	Interest:	 
	[Absolute Rate __%]*	 	[Absolute Rate __%]*	 	[Absolute Rate __%]2*	 
	or	 	or	 	or	 
	[LIBOR Bid Margin +/-___%]*	 	[LIBOR Bid Margin +/-___%]*	 	[LIBOR Bid Margin +/-___%]*	 














_________________

2    Interest rate may be quoted to five decimal places. 









F-1. 










Offer 2 (Maximum Bid Amount:
$________________)    Interest Period: ________________ 



	Principal Amount $_________	 	Principal Amount $_________	 	Principal Amount $_________	 
	Interest:	 	Interest:	 	Interest:	 
	[Absolute Rate __%]	 	[Absolute Rate __%]	 	[Absolute Rate __%]	 
	or	 	or	 	or	 
	[LIBOR Bid Margin +/-___%]3*	 	[LIBOR Bid Margin +/-___%]*	 	[LIBOR Bid Margin +/-___%]*	 







Offer 3 Maximum Bid Amount:
$_________________)     Interest Period:  ________________ 


	Principal Amount $_________	 	Principal Amount $_________	 	Principal Amount $__________	 
	Interest:	 	Interest:	 	Interest:	 
	[Absolute Rate __%]*	 	[Absolute Rate __%]*	 	[Absolute Rate __%]*	 
	or	 	or	 	or	 
	[LIBOR Bid Margin +/-___%]*	 	[LIBOR Bid Margin +/-___%]*	 	[LIBOR Bid Margin +/-___%]*	 









	 	[NAME OF BANK] 
	 
	    	By:    	    

	 	Title:    	    

	 
















_________________

3    Interest rate may be quoted to five decimal places. 






F-2. 











EXHIBIT G-1 



FORM OF COMMITTED LOAN NOTE 



[DATE] 



        FOR VALUE RECEIVED, the
undersigned, Deluxe Corporation, a Minnesota corporation (the “Company”), hereby promises to pay to the order of
______________________ (the “Bank”) at the offices of JPMorgan Chase Bank, N.A., as Administrative Agent for the
Banks (the “Agent”) the aggregate unpaid principal amount of all Committed Loans made by the Bank to the Company
pursuant to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of July 20, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Bank, the
other financial institutions from time to time party thereto (the “Banks”), JPMorgan Chase Bank, N.A., as Agent
and as an LC Issuer, on the dates and in the amounts provided in the Credit Agreement. The Company further promises to pay
interest on the unpaid principal amount of the Committed Loans evidenced hereby from time to time at the rates and on the dates as
provided in the Credit Agreement. 



        As provided in the Credit
Agreement, the Bank is authorized to endorse the amount of and the date on which each Committed Loan is made, the maturity date
therefor and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on
continuations of such schedules which shall be attached hereto and made a part hereof; provided that any failure to endorse
such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the
Credit Agreement and this Promissory Note (this “Note”). 



        This Note is one of the
Committed Loan Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 



        Terms defined in the Credit
Agreement are used herein with their defined meanings therein unless otherwise defined herein. 



        This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of New York. 




	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 	    	Address:
3680 Victoria Street North
Shoreview, Minnesota  55126-2966 
	 















G-1. 











SCHEDULE

to Committed Loan Note

[Offshore Rate Committed Loans] 




	

	Date Loan 
Disbursed 		Amount of Loan 		Maturity Date 		Principal Payment 		Date Principal
Paid
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	










G-2. 











SCHEDULE

to Committed Loan Note

[Base Rate Committed Loans] 




	

	Date Loan 
Disbursed 		Amount of Loan 		Maturity Date 		Principal Payment 		Date Principal
Paid
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	









G-3. 











EXHIBIT G-2 



FORM OF BID LOAN NOTE 



[DATE] 



        FOR VALUE RECEIVED, the
undersigned, Deluxe Corporation, a Minnesota corporation (the “Company”), hereby promises to pay to the order of
______________________ (the “Bank”) at the offices of JPMorgan Chase Bank, N.A., as Administrative Agent for the
Banks (the “Agent”) the aggregate unpaid principal amount of all Bid Loans made by the Bank to the Company
pursuant to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of July 20, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Bank, the
other financial institutions from time to time party thereto (the “Banks”), JPMorgan Chase Bank, N.A., as Agent
and as an LC Issuer, on the dates and in the amounts provided in the Credit Agreement. The Company further promises to pay
interest on the unpaid principal amount of the Bid Loans evidenced hereby from time to time at the rates and on the dates as
provided in the Credit Agreement. 



        As provided in the Credit
Agreement, the Bank is authorized to endorse the amount of and the date on which each Bid Loan is made, the maturity date therefor
and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations of
such schedules which shall be attached hereto and made a part hereof; provided that any failure to endorse such information
on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement
and this Promissory Note (this “Note”). 



        This Note is one of the Bid
Loan Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. 



        Terms defined in the Credit
Agreement are used herein with their defined meanings therein unless otherwise defined herein. 



        This Note shall be governed
by, and construed and interpreted in accordance with, the laws of the State of New York. 




	 	DELUXE CORPORATION 
	 
	    	By:    	    

	 	Title:    	    

	 	    	Address:
3680 Victoria Street North
Shoreview, Minnesota  55126-2966 
	 












G-1. 











SCHEDULE

to Bid Loan Note

[Absolute Rate Bid Loans] 


	

	Date Loan 
Disbursed 		Amount of Loan 		Maturity Date 		Principal Payment 		Date Principal
Paid
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	










G-2. 











SCHEDULE

to Bid Loan Note

[LIBOR Bid Loans] 


	

	Date Loan 
Disbursed 		Amount of Loan 		Maturity Date 		Principal Payment 		Date Principal
Paid
	

	 	 	 	 	 	 	 	 	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	









G-3. 











EXHIBIT H 



FORM OF OPINION OF ANTHONY C. SCARFONE,

GENERAL COUNSEL TO THE COMPANY 



        Each of the following
opinions will address, as applicable, matters related to Deluxe Corporation (the “Borrower”): 



        1.       The
Borrower and each of its Material Subsidiaries, is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and is duly qualified to conduct business under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent
that failure to do so would not reasonably be expected to have a Material Adverse Effect (as defined in the Agreement). The
Borrower has the requisite corporate power to execute, deliver and perform its obligations under the Loan Documents to which it is
a party. 



        2.       The
execution, delivery and performance by the Borrower of the Loan Documents to which it is a party have been duly authorized by all
requisite corporate action. The Loan Documents have been duly executed and delivered by the Borrower and constitute the valid and
binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms. 



        3.       The
execution and delivery by the Borrower of the Loan Documents to which it is a party, and the performance by the Borrower of its
obligations thereunder do not and will not (a) violate any provision of law, statute, rule or regulation or any order, writ,
judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having
applicability to the Borrower, (b) violate or be in conflict with any provision of the Amended Articles of Incorporation or
By-laws (as amended) of the Borrower, (c) result in breach or constitute a default under any indenture, loan or credit
agreement or any other material agreement, lease or instrument known to me to which the Borrower is a party or by which it or any
of its properties may be bound or result in the creation of a Lien thereunder. 



        4.       No
order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any
governmental or public body or authority is required on the part of the Borrower to authorize, or is required in connection with
the due execution, delivery and performance of, or the legality, validity or binding effect or enforceability of, the Loan
Documents. 



        5.       Except
as disclosed on Schedule 5.05 of the Agreement, there are no actions, suits or proceedings pending or, to the best of my
knowledge, overtly threatened against or affecting the Borrower or any of its respective properties before any court or
arbitrator, or any governmental department, board, agency or other instrumentality which (i) challenge the legality, validity or
enforceability of the Loan Documents, or (ii) would reasonably be expected to have a Material Adverse Effect. 








H-1. 











        6.       The
Borrower is not an “investment company” or a company “controlled” by an “investment company” within
the meaning of the Investment Company Act of 1940, as amended. 



        7.       There
is no litigation pending or, to the best of my knowledge, threatened, alleging that any slogan or other advertising device,
product, process, method, substance, part or other material now employed by the Borrower or any Subsidiary infringes upon any
rights of any other Person which would reasonably be expected to have a Material Adverse Effect. 



        8.       The
making of the Loans contemplated by the Agreement, and the use of the proceeds thereof as provided in the Agreement, does not
violate Regulations T, U or X of the FRB. 


















H-2. 










EXHIBIT I 



FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 



        This ASSIGNMENT AND
ACCEPTANCE AGREEMENT (this “Assignment and Acceptance”) dated as of _____________ is made between
__________________ (the “Assignor”) and ________________ (the “Assignee”). 



RECITALS 



        WHEREAS, the Assignor is
party to that certain Amended and Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as amended, restated,
modified, supplemented or renewed from time to time, the “Credit Agreement”), among Deluxe Corporation (the
“Company”), the several financial institutions from time to time party thereto (including the Assignor, the
“Banks”) and JPMorgan Chase Bank, N.A., as agent for the Banks (in such capacity, the “Agent”)
and as an LC Issuer. Any terms defined in the Credit Agreement and not defined in this Assignment and Acceptance are used herein
as defined in the Credit Agreement; 



        WHEREAS, as provided under
the Credit Agreement, the Assignor has committed to making Committed Loans to the Company in an aggregate amount not to exceed
$__________ (the “Commitment”); 



        [WHEREAS, as provided under
the Credit Agreement, the Assignor has committed to issuing Facility LCs to the Company in an aggregate amount not to exceed
$___________ (the “LC Commitment”); 



        WHEREAS, [the Assignor has
made Committed Loans in the aggregate principal amount of $__________ to the Company consisting of $___________ principal amount
of Committed Loans [no Committed Loans are outstanding under the Credit Agreement]; 



        [WHEREAS, [the Assignor has
issued Facility LCs in the aggregate principal amount of $__________ to the Company consisting of $___________ principal amount of
Facility LCs [no Facility LCs are outstanding under the Credit Agreement]; and 



        WHEREAS, the Assignor wishes
to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit Agreement in respect of its
Commitment, [together with a corresponding portion of each of its outstanding Committed Loans], in an amount equal to ___% of the
Assignor’s Commitment and Committed Loans, on the terms and subject to the conditions set forth herein, and the Assignee
wishes to accept assignment of such rights and to assume such obligations from the Assignor on such terms and subject to such
conditions; 



        NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows: 



        1.     Assignment
and Acceptance. 





I-1. 











	  	        (a)     Subject
to the terms and conditions of this Assignment and Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without
representation or warranty (except as provided in this Assignment and Acceptance) ___% (the “Assignee’s Percentage
Share”) of (A) the Commitment [and the Outstanding Credit Exposure] of the Assignor and (B) all related rights,
benefits, obligations, liabilities and indemnities of the Assignor under and in connection with the Credit Agreement and the Loan
Documents. 







	  	        (b)     With
effect on and after the Effective Date (as defined in Section 5 hereof), the Assignee shall be a party to the Credit
Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit
Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in the
amount set forth in subsection (c) below. The Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the
parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the portion
thereof assigned to the Assignee hereunder, and the Assignor shall relinquish its rights and be released from its obligations
under the Credit Agreement to the extent such obligations have been assumed by the Assignee; provided, however, that
the Assignor shall not relinquish its rights under Article III or Sections 10.04 and 10.05 of the Credit Agreement to the
extent such rights relate to the time prior to the Effective Date. 







	  	        (c)     After
giving effect to the assignment and assumption set forth herein, on the Effective Date: (i) the Assignee’s Commitment
will be $__________; and (ii) the principal amount of the Assignee’s Outstanding Credit Exposure will be
$_______________. 







	  	        (d)     After
giving effect to the assignment and assumption set forth herein, on the Effective Date: (i) the Assignor’s Commitment
will be $__________; and (ii) the principal amount of the Assignor’s Outstanding Credit Exposure will be
$_______________. 







        2.     Payments.  












I-2. 











	  	        (e)     As
consideration for the sale, assignment and transfer contemplated in Section 1 hereof, the Assignee shall pay to the Assignor
on the Effective Date in immediately available funds an amount equal to $__________, representing the Assignee’s Percentage
Share of the principal amount of all Committed Loans previously made [, and Facility LCs issued] by the Assignor to the Company
under the Credit Agreement and outstanding on the Effective Date. 







	  	        (f)     The
[Assignor] [Assignee] further agrees to pay to the Agent a processing fee in the amount specified in Section 10.08(a) of the
Credit Agreement. 







        3.     Reallocation
of Payments.   Any interest, fees and other payments accrued prior to the Effective Date with respect to the
Commitment, Committed Loans and Facility LCs, if any, of the Assignor shall be for the account of the Assignor. Any interest, fees
and other payments accrued on and after the Effective Date with respect to the portion of such Commitment, Committed Loans and
Facility LCs assigned to the Assignee shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees that
it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is
entitled pursuant to the preceding sentence and pay to the other party any such amounts which it may receive promptly upon
receipt. 



        4.     Independent
Credit Decision.   The Assignee: (a) acknowledges that it has received a copy of the Credit Agreement and
the Schedules and Exhibits thereto, together with copies of the most recent financial statements referred to in Section 5.11
or Section 6.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own
credit and legal analysis and decision to enter into this Assignment and Acceptance; and (b) agrees that it will,
independently and without reliance upon the Assignor, the Agent, the Arrangers, or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit and legal decisions in taking or not taking
action under the Credit Agreement. 



        5.     Effective
Date; Notices. 















I-3. 











	  	        (g)     As
between the Assignor and the Assignee, the effective date for this Assignment and Acceptance shall be ______________ (the
“Effective Date”); provided that the following conditions precedent have been satisfied on or before the
Effective Date: 







	  	        (i)     this
Assignment and Acceptance shall be executed and delivered by the Assignor and the Assignee; 







	  	        (ii)     any
consent of the Company and the Agent required under Section 10.08(a) of the Credit Agreement for the effectiveness of the
assignment hereunder by the Assignor to the Assignee shall have been duly obtained and shall be in full force and effect as of the
Effective Date; 







	  	        (iii)     the
Assignee shall pay to the Assignor all amounts due to the Assignor under this Assignment and Acceptance; 







	  	        (iv)     the
processing fee referred to in Section 2(b) hereof and in Section 10.08(a) of the Credit Agreement shall have been paid
to the Agent; and 







	  	        (v)     the
Assignor and Assignee shall have complied with the other requirements of Section 10.08 of the Credit Agreement and with the
requirements of Sections 9.10 and 3.01 of the Credit Agreement (in each case to the extent applicable). 







	  	        (h)     Promptly
following the execution of this Assignment and Acceptance, the Assignor shall deliver to the Company and the Agent for
acknowledgement by the Agent, a Notice of Assignment substantially in the form attached hereto as Schedule 1. 







        6.     Agent.   The
Assignee hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Agent by the Banks pursuant to the terms of the Credit Agreement. [The Assignee shall
assume no duties or obligations held by the Assignor in its capacity as Agent under the Credit Agreement.] [INCLUDE ONLY IF
ASSIGNOR IS AGENT] 



        7.     Withholding
Tax.   The Assignee agrees to comply with Sections 3.01 and 9.10 of the Credit Agreement (if applicable).




        8.     Representations
and Warranties. 



	  	        (i)     The
Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any Lien or other adverse claim; (ii) it is duly organized and existing and it
has the full power and authority to take, and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or delivered by it in connection with this Assignment and
Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or consents, authorizations or approvals of, any
Person are required (other than those referred to in Section 5(a)(ii) hereof and any already given or obtained) for its
due execution, delivery  










I-4. 













	  	and performance of this Assignment and Acceptance, and apart from
any agreements or undertakings or filings required by the Credit Agreement, no further action by, or notice to, or filing with,
any Person is required of it for such execution, delivery or performance; and (iv) this Assignment and Acceptance has been
duly executed and delivered by it and constitutes the legal, valid and binding obligation of the Assignor, enforceable against the
Assignor in accordance with the terms hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium, reorganization
and other laws of general application relating to or affecting creditors’ rights and to general equitable principles.







	  	        (j)     The
Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of the Company, or the performance or observance by the Company, of any of its respective
obligations under the Credit Agreement or any other instrument or document furnished in connection therewith. 







	  	        (k)     The
Assignee represents and warrants that (i) it is duly organized and existing and it has full power and authority to take, and
has taken, all action necessary to execute and deliver this Assignment and Acceptance and any other documents required or
permitted to be executed or delivered by it in connection with this Assignment and Acceptance, and to fulfill its obligations
hereunder; (ii) no notices to, or consents, authorizations or approvals of, any Person are required (other than those
referred to in Section 5(a)(ii) hereof and any already given or obtained) for its due execution, delivery and
performance of this Assignment and Acceptance; and apart from any agreements or undertakings or filings required by the Credit
Agreement, no further action by, or notice to, or filing with, any Person is required of it for such execution, delivery or
performance; (iii) this Assignment and Acceptance has been duly executed and delivered by it and constitutes the legal, valid
and binding obligation of the Assignee, enforceable against the Assignee in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other laws of general application relating to or affecting
creditors’ rights and to general equitable principles; and (iv) it is an Eligible Assignee. 







        9.     Further
Assurances. 



                 The Assignor and the Assignee
each hereby agrees to execute and deliver such other instruments, and take such other action, as either party may reasonably
request in connection with the transactions contemplated by this Agreement, including the delivery of any notices or other
documents to the Company or the Agent, which may be required in connection with the assignment and assumption contemplated hereby.




        10.     Miscellaneous. 






I-5. 











	  	        (l)     Any
amendment or waiver of any provision of this Assignment and Acceptance shall be in writing and signed by the parties hereto. No
failure or delay by either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof
and any waiver of any breach of the provisions of this Assignment and Acceptance shall be without prejudice to any rights with
respect to any other or further breach thereof. 







	  	        (m)     All
payments made hereunder shall be made without any set-off or counterclaim.  







	  	        (n)     The
Assignor and the Assignee shall each pay its own costs and expenses incurred in connection with the negotiation, preparation,
execution and performance of this Assignment and Acceptance. 







	  	        (o)     This
Assignment and Acceptance may be executed in any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. 







	  	        (p)     THIS
ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THE ASSIGNOR AND
THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN NEW YORK OVER ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND ACCEPTANCE AND IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURT. EACH PARTY TO THIS
ASSIGNMENT AND ACCEPTANCE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS ASSIGNMENT AND ACCEPTANCE OR ANY DOCUMENT RELATED
HERETO, AND PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW
YORK LAW. 







	  	        (q)     THE
ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, AND ANY
RELATED DOCUMENTS AND AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. EACH OF 









I-6. 












	  	THE PARTIES ALSO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. 






[Other provisions to be added as may be negotiated between the Assignor and
the Assignee, provided that such provisions are not inconsistent with the Credit Agreement.] 



        IN WITNESS WHEREOF, the
Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written. 




	 	[ASSIGNOR] 
	 
	    	By:    	    

	 	Title:    	    

	 
	 	[ASSIGNEE] 
	 
	    	By:    	    

	 	Title:    	    



















I-7. 












SCHEDULE 1

to the Assignment and Acceptance 



NOTICE OF ASSIGNMENT AND ACCEPTANCE 



Date: ___________________ 




JPMorgan Chase Bank, N.A.

as Agent



_______________________________________

_______________________________________

_______________________________________

Attention: ________________ 




Deluxe Corporation



_______________________________________

_______________________________________

_______________________________________

Attention: ________________ 



Ladies and Gentlemen: 



        We refer to the Amended and
Restated 5-Year Revolving Credit Agreement dated as of July 20, 2005 (as amended, restated, modified, supplemented or renewed from
time to time, the “Credit Agreement”) among Deluxe Corporation (the “Company”), the Banks
referred to therein and JPMorgan Chase Bank, N.A., as Agent for the Banks (the “Agent”). Terms defined in the
Credit Agreement are used herein as therein defined. 



                1.       We
hereby give you notice of[, and request the consent of the Company and the Agent to, the assignment by ________________________
(the “Assignor”) to ____________________ (the “Assignee”) of ____% of the right, title and
interest of the Assignor in and to the Credit Agreement (including, without limitation, ____% of the right, title and interest of
the Assignor in and to the Commitment of the Assignor and all outstanding Committed Loans made [, and Facility LCs issued,] by the
Assignor) pursuant to that certain Assignment and Acceptance Agreement, dated as of ___________ (the “Assignment and
Acceptance”) between Assignor and Assignee, a copy of which Assignment and Acceptance is attached hereto. Before giving
effect to such assignment the Assignor’s Commitment is $___________ and the aggregate principal amount of its outstanding
Committed Loans is $__________. 



                2.       The
Assignee agrees that, upon receiving the consent of the Company and the Agent to such assignment and from and after the Effective
Date (as such term is defined in Section 5 of the Assignment and Acceptance), the Assignee shall be bound by the terms of the 






  












Credit Agreement, with respect to the interest in the Credit Agreement
assigned to it as specified above, as fully and to the same extent as if the Assignee were the Bank originally holding such
interest in the Credit Agreement. 



                3.                 The
following administrative details apply to the Assignee:  



	(A)  	  	Lending Office(s): 






		
	Assignee name:	 	 	 
	 	 	

	Address:	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	Attention:	 
	 	 	

	Telephone:	 	(     )

	Facsimile:	 	(     )

	 
	Assignee name:	 
	 	 	

	Address:	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	Attention:	 
	 	 	

	Telephone:	 	(     )

	Facsimile:	 	(     )








	(B)  	  	Notice Address: 






		
	Assignee name:	 	 	 
	 	 	

	Address:	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	Attention:	 
	 	 	

	Telephone:	 	(     )

	Facsimile:	 	(     )









	(C)  	  	Payment Instructions: 







		
	Account No.:	 	 	 
	 	 	

	At:	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	 	 
	 	 	

	Reference:	 
	 	 	

	Attention:	 
	 	 	






Schedule 1
Page 2 











                4.       You
are entitled to rely upon the representations, warranties and covenants of each of the Assignor and Assignee contained in the
Assignment and Acceptance. 



                5.       This
Notice of Assignment and Acceptance may be executed by the Assignor and the Assignee in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same
notice and agreement. 



[remainder of page intentionally left blank] 





















Schedule 1
Page 3 











        IN WITNESS WHEREOF, the
Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized
officials, officers or agents as of the date first above mentioned. 


	 	Very truly yours, 
	 
	Adjusted Commitment: 	[ASSIGNOR] 
	 
	$____________________ 	By:    	    

	    	    	Title:    	    

	 
	 
	Adjusted Pro Rata Share: 	  
	 
	_____________% 
	 
	Commitment: 	[ASSIGNEE] 
	 
	$____________________] 	By:    	    

	    	    	Title:    	    

	 





	ACKNOWLEDGED this ____ day of ________: 
	 
	JPMORGAN CHASE BANK, N.A.
as Agent and as an LC Issuer 
	 
	By:    	    
	    
	Title:    	    

	 
	CONSENTED TO this ____ day of ________: 
	 
	DELUXE CORPORATION 
	 
	By:    	    

	Title:    	    













Schedule 1
Page 4