**Exhibit 2(b)(6)**

** **

[Published CUSIP Number:                      ]

**CREDITAGREEMENT**

Dated as of October 30,2006

among

**GRUMACORPORATION,**as the Borrower,

**BANK OFAMERICA, N.A.,**as Administrative Agent, Documentation Agent and L/C Issuer,

and

The Other Lenders PartyHereto

 

 

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**TABLEOF CONTENTS**
| Section      | ** ** | **Page**                                                      |
|--------------|------------|---------------------------------------------------------------|
|         |       |                                                          |   |   |
| ARTICLE I.   |       | DEFINITIONS AND ACCOUNTING TERMS                              |   | 1 |
| 1.01         |       | Defined Terms                                                 |   | 1 |
| 1.02         |       | Other Interpretive Provisions                                 |   | 19 |
| 1.03         |       | Accounting Terms                                              |   | 20 |
| 1.04         |       | Rounding                                                      |   | 20 |
| 1.05         |       | Times of Day                                                  |   | 20 |
| 1.06         |       | Letter of Credit Amounts                                      |   | 20 |
| 1.07         |       | References to Agreement and Laws                              |   | 21 |
|         |       |                                                          |   |   |
| ARTICLE II.  |       | THE COMMITMENTS AND CREDIT EXTENSIONS                         |   | 21 |
| 2.01         |       | Revolving Loans                                               |   | 21 |
| 2.02         |       | Borrowings, Conversions and Continuations of  Revolving Loans |   | 21 |
| 2.03         |       | Letters of Credit                                             |   | 23 |
| 2.04         |       | Swing Line Loans                                              |   | 32 |
| 2.05         |       | Prepayments                                                   |   | 35 |
| 2.06         |       | Termination or Reduction of Commitments                       |   | 36 |
| 2.07         |       | Repayment of Loans                                            |   | 37 |
| 2.08         |       | Interest                                                      |   | 37 |
| 2.09         |       | Fees                                                          |   | 37 |
| 2.10         |       | Computation of Interest and Fees                              |   | 38 |
| 2.11         |       | Evidence of Debt                                              |   | 38 |
| 2.12         |       | Payments Generally; Administrative Agent’s Clawback      |   | 39 |
| 2.13         |       | Sharing of Payments by Lenders                                |   | 41 |
| 2.14         |       | Increase in Commitments                                       |   | 41 |
|         |       |                                                          |   |   |
| ARTICLE III. |       | TAXES, YIELD PROTECTION AND ILLEGALITY                        |   | 43 |
| 3.01         |       | Taxes                                                         |   | 43 |
| 3.02         |       | Illegality                                                    |   | 45 |
| 3.03         |       | Inability to Determine Rates                                  |   | 45 |
| 3.04         |       | Increased Costs; Reserves on Eurodollar Rate Loans            |   | 46 |
| 3.05         |       | Compensation for Losses                                       |   | 47 |
| 3.06         |       | Mitigation Obligations; Replacement of Lenders                |   | 48 |
| 3.07         |       | Matters Applicable to All Requests for Compensation           |   | 48 |
| 3.08         |       | Survival                                                      |   | 48 |
|         |       |                                                          |   |   |
| ARTICLE IV.  |       | CONDITIONS PRECEDENT TO CREDIT EXTENSIONS                     |   | 49 |
| 4.01         |       | Conditions of Initial Credit Extension                        |   | 49 |
| 4.02         |       | Conditions to all Credit Extensions                           |   | 51 |
|         |       |                                                          |   |   |
| ARTICLE V.   |       | REPRESENTATIONS AND WARRANTIES                                |   | 51 |
| 5.01         |       | Corporate Existence and Power                                 |   | 51 |
| 5.02         |       | Corporate Authorization; No Contravention                     |   | 52 |
| 5.03         |       | No Additional Governmental Authorization                      |   | 52 |

 

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| 5.04          |   | Binding Effect                                                        |   | 52     |
|---------------|--------|-----------------------------------------------------------------------|--------|--------|
| 5.05          |   | Litigation                                                            |   | 52     |
| 5.06          |   | Financial Information; No Material Adverse Effect;  No Default        |   | 53     |
| 5.07          |   | Pari Passu                                                            |   | 53     |
| 5.08          |   | Taxes                                                                 |   | 53     |
| 5.09          |   | Environmental Matters                                                 |   | 53     |
| 5.10          |   | Assets; Patents; Licenses, Etc.                                       |   | 54     |
| 5.11          |   | Subsidiaries                                                          |   | 54     |
| 5.12          |   | Full Disclosure                                                       |   | 55     |
| 5.13          |   | Investment Company Act                                                |   | 55     |
| 5.14          |   | Margin Regulations                                                    |   | 55     |
| 5.15          |   | ERISA Compliance                                                      |   | 55     |
| 5.16          |   | Solvent                                                               |   | 56     |
| 5.17          |   | Taxpayer Identification Number                                        |   | 56     |
| 5.18          |   | Liens                                                                 |   | 56     |
|          |   |                                                                  |   |   |
| ARTICLE VI.   |   | AFFIRMATIVE COVENANTS                                                 |   | 56     |
| 6.01          |   | Financial Statements and Other Information                            |   | 56     |
| 6.02          |   | Notice of Default and Litigation                                      |   | 57     |
| 6.03          |   | Maintenance of Existence; Conduct of Business                         |   | 58     |
| 6.04          |   | Insurance                                                             |   | 58     |
| 6.05          |   | Maintenance of Governmental Approvals                                 |   | 58     |
| 6.06          |   | Use of Proceeds                                                       |   | 59     |
| 6.07          |   | Application of Cash Proceeds from Sales and Other  Dispositions       |   | 59     |
| 6.08          |   | Payment of Obligations                                                |   | 59     |
| 6.09          |   | Pari Passu                                                            |   | 59     |
| 6.10          |   | Compliance with Laws                                                  |   | 59     |
| 6.11          |   | Maintenance of Books and Records                                      |   | 60     |
| 6.12          |   | Further Assurances                                                    |   | 60     |
|          |   |                                                                  |   |   |
| ARTICLE VII.  |   | NEGATIVE COVENANTS                                                    |   | 60     |
| 7.01          |   | Negative Pledge                                                       |   | 60     |
| 7.02          |   | Investments                                                           |   | 62     |
| 7.03          |   | Mergers, Consolidations, Sales and Leases                             |   | 62     |
| 7.04          |   | Restricted Payments                                                   |   | 62     |
| 7.05          |   | Limitations on Ability to Prohibit Dividend Payments  by Subsidiaries |   | 63     |
| 7.06          |   | Limitation of Incurrence of Indebtedness by  Subsidiaries             |   | 63     |
| 7.07          |   | Transaction with Affiliates                                           |   | 63     |
| 7.08          |   | No Subsidiary Guarantees of Certain Indebtedness                      |   | 63     |
| 7.09          |   | Interest Coverage Ratio                                               |   | 63     |
| 7.10          |   | Maximum Leverage Ratio                                                |   | 63     |
| 7.11          |   | Consolidated Tangible Net Worth                                       |   | 63     |
|          |   |                                                                  |   |   |
| ARTICLE VIII. |   | EVENTS OF DEFAULT AND REMEDIES                                        |   | 64     |
| 8.01          |   | Events of Default                                                     |   | 64     |
| 8.02          |   | Remedies Upon Event of Default                                        |   | 65     |
| 8.03          |   | Application of Funds                                                  |   | 66     |

 

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| ARTICLE IX. |   | ADMINISTRATIVE AGENT                                    |   |   |   | 67     |
|-------------|--------|---------------------------------------------------------|--------|--------|--------|--------|
| 9.01        |   | Appointment and Authority                               |   |   |   | 67     |
| 9.02        |   | Rights as a Lender                                      |   |   |   | 67     |
| 9.03        |   | Exculpatory Provisions                                  |   |   |   | 67     |
| 9.04        |   | Reliance by Administrative Agent                        |   |   |   | 68     |
| 9.05        |   | Delegation of Duties                                    |   |   |   | 68     |
| 9.06        |   | Resignation of Administrative Agent                     |   |   |   | 68     |
| 9.07        |   | Non-Reliance on Administrative Agent and Other  Lenders |   |   |   | 69     |
| 9.08        |   | No Other Duties, Etc.                                   |   |   |   | 70     |
| 9.09        |   | Administrative Agent May File Proofs of Claim           |   |   |   | 70     |
|        |   |                                                    |   |   |   |   |
| ARTICLE X.  |   | MISCELLANEOUS                                           |   |   |   | 71     |
| 10.01       |   | Amendments, Etc.                                        |   |   |   | 71     |
| 10.02       |   | Notices; Effectiveness; Electronic Communication        |   |   |   | 72     |
| 10.03       |   | No Waiver; Cumulative Remedies                          |   |   |   | 74     |
| 10.04       |   | Expenses; Indemnity; Damage Waiver                      |   |   |   | 74     |
| 10.05       |   | Payments Set Aside                                      |   |   |   | 76     |
| 10.06       |   | Successors and Assigns                                  |   |   |   | 76     |
| 10.07       |   | Treatment of Certain Information; Confidentiality       |   |   |   | 81     |
| 10.08       |   | Interest Rate Limitation                                |   |   |   | 82     |
| 10.09       |   | Counterparts; Integration; Effectiveness                |   |   |   | 82     |
| 10.10       |   | Survival of Representations and Warranties              |   |   |   | 82     |
| 10.11       |   | Severability                                            |   |   |   | 82     |
| 10.12       |   | Replacement of Lenders                                  |   |   |   | 82     |
| 10.13       |   | Exceptions to Covenants                                 |   |   |   | 83     |
| 10.14       |   | Governing Law; Jurisdiction; Etc.                       |   |   |   | 83     |
| 10.15       |   | Waiver of Jury Trial                                    |   |   |   | 84     |
| 10.16       |   | No Advisory or Fiduciary Responsibility                 |   |   |   | 85     |
| 10.17       |   | USA PATRIOT Act Notice                                  |   |   |   | 85     |
| 10.18       |   | Time of the Essence                                     |   |   |   | 85     |
| 10.19       |   | ENTIRE AGREEMENT                                        |   |   |   | 85     |
|        |   |                                                    |   |   |   |   |
| SIGNATURES  |   |                                                    |   |   |   | S-1    |

 

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**SCHEDULES**
|        | 2.01    |   | Commitments and Applicable Percentages                             |
|--------|---------|--------|--------------------------------------------------------------------|
|   | 5.05    |   | Existing Litigation                                                |
|   | 5.11(a) |   | Material Subsidiaries                                              |
|   | 5.1l(b) |   | Burdensome Agreements                                              |
|   | 7.08    |   | Material Subsidiary Guaranties                                     |
|   | 10.02   |   | Administrative Agent’s Office; Certain Addresses for  Notices |
|   | 10.06   |   | Processing and Recordation Fees                                    |

**EXHIBITS**
| * * | *** *** | ***Form  of***             |
|----------|--------------|----------------------------|
| * * | *** *** | *** ***               |
| A        |         | Revolving Loan  Notice     |
| B        |         | Swing Line Loan  Notice    |
| C        |         | Revolving Loan  Note       |
| D        |         | Swing Line Note            |
| E        |         | Compliance  Certificate    |
| F        |         | Assignment and  Assumption |

 

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**CREDIT AGREEMENT**

This CREDIT AGREEMENT (“Agreement”)is entered into as of October 30, 2006, among GRUMA CORPORATION, a Nevadacorporation (the “Borrower”), each lender from time to time party hereto(collectively, the “Lenders” and individually, a “Lender”), and BANK OFAMERICA, N.A., as Administrative Agent, Documentation Agent and L/C Issuer.

The Borrower hasrequested that the Lenders provide a revolving credit facility, and the Lendersare willing to do so on the terms and conditions set forth herein.

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

**ARTICLE I.DEFINITIONS AND ACCOUNTING TERMS**

1.01   **DefinedTerms**.  As used in this Agreement, the following termsshall have the meanings set forth below:

“Administrative Agent”means Bank of America in its capacity as administrative agent under any of theLoan Documents, or any successor administrative agent.

“Administrative Agent’sOffice” means the Administrative Agent’s address and, as appropriate,account as set forth on Schedule 10.02, or such other address or accountas the Administrative Agent may from time to time notify the Borrower and theLenders.

“AdministrativeQuestionnaire” means an Administrative Questionnaire in a form supplied bythe Administrative Agent.

“Affiliate” means,with respect to any Person, another Person that directly, or indirectly throughone or more intermediaries, Controls or is Controlled by or is under commonControl with the Person specified (excluding any trustee under, or anycommittee with responsibility for administering, any Plan). “Control”means the possession, directly or indirectly, of the power to direct or causethe direction of the management or policies of a Person, whether through theability to exercise voting power, by contract or otherwise. “Controlling”and “Controlled” have meanings correlative thereto.

“Agent Parties”has the meaning specified in Section 10.02(b).

“Aggregate Commitments”mean the Commitments of all of the Lenders.

“Agreement” meansthis Credit Agreement.

“Applicable Law”means in respect of any Person, all provisions of Laws applicable to suchPerson, and all orders and decrees of all courts and determinations ofarbitrators applicable to such Person.

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“Applicable Percentage”means with respect to any Lender at any time, the percentage (carried out tothe ninth decimal place) of the Aggregate Commitments represented by suchLender’s Commitment at such time. If the commitment of each Lender to makeLoans and the obligation of the L/C Issuer to make L/C Credit Extensions havebeen terminated pursuant to Section 8.02 or if the Aggregate Commitmentshave expired, then the Applicable Percentage of each Lender shall be determinedbased on the Applicable Percentage of such Lender most recently in effect,giving effect to any subsequent assignments. The initial Applicable Percentageof each Lender is set forth opposite the name of such Lender on Schedule2.01 or in the Assignment and Assumption pursuant to which such Lenderbecomes a party hereto, as applicable.

“Applicable Rate”means the following percentages per annum, based upon the Leverage Ratio as setforth in the most recent Compliance Certificate received by the AdministrativeAgent pursuant to Section 6.02(a):
| **Pricing  Level** | ** ** | **Leverage Ratio**                                            | ** ** | **Commitment  Fee** | ** ** | **Eurodollar Rate for  Revolving Loans  and Letters of  Credit** | ** ** | **Daily Floating  LIBOR Rate for  Swing Line  Loans** | ** ** | **Base Rate for  Loans** | ** ** |
|--------------------|------------|--------------------------------------------------------------------|------------|---------------------|------------|-------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------|------------|------------------------------------|------------|
| 1                  |       | Less than or equal to 1.50 to 1.00                                 |       | 0.100               |       | 0.350                                                                                     |       | 0.350                                                                     |       | 0.000                              |       |
| 2                  |       | Greater than 1.50 to 1.00, but less than or equal to  2.50 to 1.00 |       | 0.125               |       | 0.400                                                                                     |       | 0.400                                                                     |       | 0.000                              |       |
| 3                  |       | Greater than  2.50 to 1.00                                         |       | 0.150               |       | 0.450                                                                                     |       | 0.450                                                                     |       | 0.000                              |       |

 

Any increase or decreasein the Applicable Rate resulting from a change in the Leverage Ratio shallbecome effective as of the first Business Day immediately following the date aCompliance Certificate is delivered pursuant to Section 6.01(c); provided,however, that if a Compliance Certificate is not delivered when due inaccordance with such Section 6.01(c), then, notwithstanding the actualdate of the delivery of such Compliance Certificate, any change in theapplicable Pricing Level necessitated by the change in Leverage Ratio reflectedin such Compliance Certificate shall retroactively apply as of the firstBusiness Day after the date on which such Compliance Certificate was requiredto have been delivered. Notwithstanding the foregoing, the Applicable Rate ineffect from and after the Closing Date through and including the date theCompliance Certificate is delivered pursuant to Section 6.01(c) for thethird Fiscal Quarter of Fiscal Year 2006 shall be Pricing Level 1.

“Approved Fund”means any Fund that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

“Assignee Group”means two or more Eligible Assignees that are Affiliates of one another.

“Assignment andAssumption” means an assignment and assumption entered into by a Lender andan assignee (with the consent of any party whose consent is required by Section10.06(b)), and accepted by the Administrative Agent, in substantially theform of Exhibit F or any other form approved by the AdministrativeAgent.

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“Attorney Costs”means and includes all reasonable and documented fees, expenses anddisbursements of any law firm or other external counsel.

“Audited FinancialStatements” means the audited consolidated balance sheet of the Borrowerand its Subsidiaries for the fiscal year ended December 31, 2005, and therelated consolidated statements of income or operations, shareholders’ equityand cash flows for such fiscal year of the Borrower and its Subsidiaries,including the notes thereto.

“Auto Extension Letterof Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability Period”means the period from and including the Closing Date (provided that allconditions precedent in Section 4.01 are satisfied or waived inaccordance with Section 4.01 (or, in the case of Section 4.0l(b),waived by the Person entitled to receive the applicable payment) by such date)to the earliest of (a) the Maturity Date, (b) the date of termination of theAggregate Commitments pursuant to Section 2.06, and (c) the date oftermination of the commitment of each Lender to make Loans and of theobligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section8.02.

“Bank of America”means Bank of America, N.A. and its successors.

“Base Rate” meansfor any day a fluctuating rate per annum equal to the higher of (a) the FederalFunds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such dayas publicly announced from time to time by Bank of America as its “prime rate.”The “prime rate” is a rate set by Bank of America based upon various factorsincluding Bank of America’s costs and desired return, general economicconditions and other factors, and is used as a reference point for pricing someloans, which may be priced at, above, or below such announced rate. Any changein such rate announced by Bank of America shall take effect at the opening ofbusiness on the day specified in the public announcement of such change.

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

“Borrower” has themeaning specified in the introductory paragraph hereto.

“Borrower Materials”means material and/or information provided by or on behalf of the Borrowerhereunder or under any other Loan Document.

“Borrowing” meansa Revolving Borrowing or a Swing Line Borrowing, as the context may require.

“Business Day”means any day other than a Saturday, Sunday or other day on which commercialbanks are authorized to close under the Laws of, or are in fact closed in, thestate where the Administrative Agent’s Office is located and New York, New Yorkand, if such day relates to any Eurodollar Rate Loan, means any such day onwhich dealings in Dollar deposits are conducted by and between banks in theLondon interbank eurodollar market.

“Capital Expenditures”means the amount of all expenditures of the Borrower and its Subsidiaries forfixed or capital assets related to the Borrower’s Core Business which, inaccordance with GAAP, would be classified as capital expenditures.

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“Capital Lease”means, as to any Person, any lease of any Property by such Person as lesseethat is, or should be in accordance with Financial Accounting Standards BoardStatement No. 13, classified and accounted for as a “capital lease” on thebalance sheet of such Person prepared in accordance with GAAP.

“Cash Collateralize”has the meaning specified in Section 2.03(g).

“Cash EquivalentInvestment” means, at any time:

(a)     any direct obligation of (orunconditionally guaranteed by) the United States of America or a state thereof,any OECD country or other foreign government in a jurisdiction in which theBorrower or any of its Subsidiaries currently has or could have operations (orany agency or political subdivision thereof, to the extent such obligations aresupported by the full faith and credit of the United States of America or aState thereof, any OECD country or other foreign government in a jurisdictionin which the Borrower or any of its Subsidiaries currently has or could haveoperations) maturing not more than one year after such time;

(b)     commercial paper maturing not more than 270days from the date of issue, which is issued by either:

(i)      any corporation rated A-l or higher byS&P or P-l or higher by Moody’s, or

(ii)     any Lender (or its holding company); or

(c)     any certificate of deposit, time deposit orbankers acceptance, maturing not more than one year after its date of issuance,which is issued by any bank which has (x) a credit rating of A2 or higher fromMoody’s or A or higher from S&P and (y) a combined capital and surplusgreater than $500,000,000.

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

“Change of Control”means the occurrence after the date of this Agreement of any transaction orseries of transactions that results in Gruma, S.A. ceasing to have beneficialownership (within the meaning of Rule 13d-3 of the SEC under the Exchange Act),directly or indirectly, of securities of the Borrower representing at least 51%of all Voting Equity Interests of the Borrower.

“Closing Date”means the first date all the conditions precedent in Section 4.01 aresatisfied or waived in accordance with Section 10.01 (or, in the case ofSection 4.01(b), waived by the Person entitled to receive the applicablepayment).

“Code” means theInternal Revenue Code of 1986.

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“Commitment”means, as to each Lender, its obligation to (a) make Revolving Loans to theBorrower pursuant to Section 2.01, (b) purchase participations in L/CObligations, and (c) purchase participations in Swing Line Loans, in anaggregate principal amount at any one time outstanding not to exceed the amountset forth opposite such Lender’s name on Schedule 2.01 or in anyAssignment and Assumption pursuant to which such Lender becomes a party hereto,or in any amendment hereto, as applicable, as such amount may be adjusted fromtime to time in accordance with this Agreement.

“Commitment Fee”has the meaning specified in Section 2.09(a).

“ComplianceCertificate” means a certificate substantially in the form of Exhibit E,with such changes, or in such other form, as agreed to by the AdministrativeAgent.

“Consolidated EBITDA”means, for any Measurement Period, for the Borrower and its Subsidiaries, anamount equal to the sum of (a) consolidated operating income (determined inaccordance with GAAP) and (b) the amount of depreciation and amortizationexpense deducted in determining such consolidated operating income.

“Consolidated FundedDebt” means, at any time with respect to the Borrower and its Subsidiaries,without duplication, the sum of (a) all obligations for borrowed money, (b) anyobligation in respect of a lease or hire purchase contract which would, underGAAP, be treated as a financial or capital lease, and (c) any outstandingreimbursement obligation in respect of a letter of credit upon which a draw hasbeen made.

“Consolidated InterestCharges” means, for any Measurement Period, for the Borrower and itsSubsidiaries, the sum of (a) all interest, premium payments, fees, charges andrelated expenses of the Borrower and its Subsidiaries in connection withborrowed money (including capitalized interest) or in connection with thedeferred purchase price of assets, in each case to the extent treated asinterest in accordance with GAAP, and (b) the portion of rent expense of theBorrower and its Subsidiaries with respect to such period under capital orfinancial leases that is treated as interest in accordance with GAAP.

“Consolidated TangibleNet Worth” means, at any date, on a consolidated basis in accordance withGAAP for the Borrower and its Subsidiaries, Shareholders’ Equity on such dateminus Intangible Assets of the Borrower and its Subsidiaries on such date.

“Contingent Obligation”means, as to any Person, (a) any obligation, contingent or otherwise, of suchPerson guarantying or having the economic effect of guarantying anyIndebtedness or other obligation payable or performable by another Person (the “primaryobligor”) in any manner, whether directly or indirectly, and including anyobligation of such Person, direct or indirect, (i) to purchase or pay (oradvance or supply funds for the purchase or payment of) such Indebtedness orother obligation, (ii) to purchase or lease property, securities or servicesfor the purpose of assuring the obligee in respect of such Indebtedness orother obligation of the payment or performance of such Indebtedness or otherobligation, (iii) to maintain working capital, equity capital or any otherfinancial statement condition or liquidity of the primary obligor so as toenable the primary obligor to pay such Indebtedness or other obligation, or(iv) entered into for the purpose of assuring in any other manner the obligeesin

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respect to such indebtedness or other obligation ofthe payment or performance thereof or to protect such obligees against loss inrespect thereof (in whole or in part), or (b) any lien on any assets of suchPerson securing any indebtedness or other obligation of any other Person,whether or not such Indebtedness or other obligation is assumed by such Person,provided that the term “Contingent Obligation” shall not includeendorsements of instruments for deposit or collection in the ordinary course ofbusiness. The amount of any Contingent Obligation of any Person shall be deemedto be an amount equal to the maximum amount of such Person’s liability withrespect to the stated or determinable amount of the related primary obligation,or portion thereof, in respect of which such Contingent Obligation is made or,if not stated or determinable, the maximum reasonably anticipated liability inrespect thereof as determined by the guarantying Person in good faith.

“ContractualObligation” means, as to any Person, any provision of any security issuedby such Person or of any agreement, undertaking, contract, indenture, mortgage,deed of trust or other instrument, document or agreement to which such Personis a party or by which it or any of its Property is bound.

“Control” has themeaning specified in the definition of “Affiliate”.

“Core Business”means the production and/or distribution of corn flour, the production and/ordistribution of tortillas and/or other food or related products, the productionand/or distribution of wheat flour and/or any other food, distribution and/orlogistics related business in which the Borrower and/or its Subsidiaries areengaged in, or may engage in, from time to time.

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

“Daily Floating LIBORRate” means a fluctuating rate of interest (rounded, if necessary, to thenearest 1/l00th of 1%) equal to the one (1) month London Interbank Offered Rateas published in the *“Money Rates”*sectionof the Wall Street Journal.

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

“Default” meansany event or condition that constitutes an Event of Default or that, with thegiving of any notice, the passage of time, or both, would be an Event ofDefault.

“Default Rate”means (a) when used with respect to Obligations other than Letter of CreditFees, an interest rate equal to the lesser of (i) the Highest Lawful Rate and(ii) the sum of (x) the Base Rate plus (y) the Applicable Rate, if any,applicable to Base Rate Loans plus (z) 2%**per annum; provided, however, that withrespect to a Eurodollar Rate Loan or a Swing Line Loan, the Default Rate shallbe an interest rate equal to the interest rate (including any Applicable Rate)otherwise applicable to such Loan plus 2% per annum, and (b) when used withrespect to Letter of Credit Fees, a rate equal to the Applicable Rate plus2% per annum, in all

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cases to the fullest extent permitted by ApplicableLaws and not in any event to exceed the Highest Lawful Rate.

“Defaulting Lender”means any Lender that (a) has failed to fund any portion of the Loans,participations in L/C Obligations or participations required to be funded by ithereunder within one Business Day of the date required to be funded by ithereunder unless such failure has been cured, (b) has otherwise failed to payover to the Administrative Agent or any other Lender any other amount requiredto be paid by it hereunder within one Business Day of the date when due, unlessthe subject of a good faith dispute or unless such failure has been cured,or(c) has been deemed insolvent or become the subject of a bankruptcy orinsolvency proceeding.

“Disposition”means the sale, transfer, license or other disposition (including any sale andleaseback transaction) of any property by any Person, other than in theordinary course of business, including any sale, assignment, transfer or otherdisposition, with or without recourse, of any notes or accounts receivable orany rights and claims associated therewith; provided, however,that any financing involving, or secured by, the future sale of accountsreceivable (or any similar financing transaction) will not be considered to bea sale or disposition in the ordinary course of business.

“Dollar” and “$”mean lawful money of the United States.

“Eligible Assignee”means any Person that meets the requirements to be an assignee under Section10.06(b)(iii), (v) and (vi) (subject to such consents, ifany, as may be required under Section 10.06(b)(iii)).

“Environmental Laws”means all federal, national, state, provincial, departmental, municipal, localand foreign laws, including common law, statutes, rules, regulations,ordinances, technical standards and codes, together with all orders, decrees,judgments or injunctions issued, promulgated, approved or entered thereunder byany Governmental Authority having jurisdiction over the Borrower, itsSubsidiaries or their respective properties, in each case relating toenvironmental, health an safety, natural resources or land use matters.

“Equity Interest”means shares of capital stock (whether denominated as common stock or preferredstock), beneficial, partnership or membership interests, participations orother equivalents (regardless of how designated) of or in a corporation,partnership, limited liability company or equivalent entity, whether voting ornon-voting.

“ERISA” means theEmployee Retirement Income Security Act of 1974.

“ERISA Affiliate”means any trade or business (whether or not incorporated) under common controlwith the Borrower within the meaning of Section 4001(a)(14) of ERISA, or is amember of a group that includes the Borrower and that is treated as a singleemployer under 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 withdrawalby the Borrower or any ERISA Affiliate from a Pension Plan subject to Section4063 of ERISA during a plan year in which it was a substantial employer (asdefined in

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Section 4001(a)(2) of ERISA) or a cessation ofoperations that is treated as such a withdrawal under Section 4062(e) of ERISA;(c) a complete or partial withdrawal by the Borrower or any ERISA Affiliatefrom a Multiemployer Plan or notification that a Multiemployer Plan is inreorganization; (d) the filing of a notice of intent to terminate, thetreatment of a Plan amendment as a termination under Section 4041 or 4041A ofERISA, or the commencement of proceedings by the PBGC to terminate a PensionPlan or Multiemployer Plan; (e) an event or condition which constitutes groundsunder Section 4042 of ERISA for the termination of, or the appointment of atrustee to administer, any Pension Plan or Multiemployer Plan; or (f) theimposition of any liability under Title IV of ERISA, other than for PBGCpremiums due but not delinquent under Section 4007 of ERISA, upon the Borroweror any ERISA Affiliate.

“Eurodollar Rate”means, for any Interest Period with respect to a Eurodollar Rate Loan, the rateper annum (rounded, if necessary, to the nearest 1/100th of 1%) equal to theBritish Bankers Association LIBOR Rate (“BBA LIBOR”), as published byReuters (or other commercially available source providing quotations of BBALIBOR as designated by the Administrative Agent from time to time) atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Interest Period, for Dollar deposits (for delivery on thefirst day of such Interest Period) with a term equivalent to such InterestPeriod. If such rate is not available at such time for any reason, then the “EurodollarRate” for such Interest Period shall be the rate per annum (rounded, ifnecessary, to the nearest 1/100th of1%) determined by the Administrative Agent to be the rate at which deposits inDollars for delivery on the first day of such Interest Period in same day fundsin the approximate amount of the Eurodollar Rate Loan being made, continued orconverted by Bank of America and with a term equivalent to such Interest Periodwould be offered by Bank of America’s London Branch to major banks in theLondon interbank eurodollar market at their request at approximately 11:00 a.m.(London time) two Business Days prior to the commencement of such InterestPeriod.

“Eurodollar Rate Loan”means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default”has the meaning specified in Section 8.01.

“Exchange Act”means the Securities Exchange Act of 1934.

“Excluded Taxes”means, with respect to the Administrative Agent, any Lender, the L/C Issuer orany other recipient of any payment to be made by or on account of anyobligation of the Borrower hereunder, (a) taxes imposed on or measured by itsoverall net income (however denominated), and franchise taxes imposed on it (inlieu of net income taxes), by the jurisdiction (or any political subdivisionthereof) under the laws of which such recipient is organized or in which itsprincipal office is located or, in the case of any Lender, in which itsapplicable Lending Office is located, (b) any branch profits taxes imposed bythe United States or any similar tax imposed by any other jurisdiction in whichthe Borrower is located and (c) in the case of a Foreign Lender (other than anassignee pursuant to a request by the Borrower under Section 10.12), anywithholding tax that is imposed on amounts payable to such Foreign Lender atthe time such Foreign Lender becomes a party hereto (or designates a newLending Office) or is attributable to such Foreign Lender’s failure orinability (other than as a result of a Change in Law) to comply with Section3.01(e), except to the extent that such Foreign Lender (or its

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assignor, if any) was entitled, at the time ofdesignation of a new Lending Office (or assignment), to receive additionalamounts from the Borrower with respect to such withholding tax pursuant to Section3.01(a).

“Existing CreditAgreement” means that certain Revolving Credit Agreement, dated as of June5, 2003, among the Borrower, the lenders thereto and Coöperatieve CentraleRaiffeisen-Boerenleenbank B.A., “Rabobank International,” New York Branch, asagent, as amended, modified and supplemented.

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

“Fee Letter” meansthe letter agreement, dated September 1, 2006, between the Borrower and theAdministrative Agent.

“Fiscal Quarter”means each fiscal quarter of the Borrower ending on the last Saturday of eachMarch, June, September and December.

“Fiscal Year”means each fiscal year of the Borrower ending on the last Saturday of eachcalendar year.

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

“FRB” means theBoard of Governors of the Federal Reserve System of the United States.

“Fund” means anyPerson (other than a natural person) that is (or will be) engaged in making,purchasing, holding or otherwise investing in commercial loans and similarextensions of credit in the ordinary course of its business.

“GAAP” meansgenerally accepted accounting principles in the United States set forth in theopinions and pronouncements of the Accounting Principles Board and the AmericanInstitute of Certified Public Accountants and statements and pronouncements ofthe Financial Accounting Standards Board or such other principles as may beapproved by a significant segment of the accounting profession in the UnitedStates, that are applicable to the circumstances as of the date ofdetermination, consistently applied.

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“GovernmentalAuthority” means, with respect to any Person, any nation or government, anystate, province or other political or administrative subdivision thereof, anycentral bank (or similar monetary or regulatory authority) thereof, any entityor branch of power exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government, and any corporation orother entity exercising such functions and owned or controlled, through stockor capital ownership or otherwise, by any of the foregoing having jurisdiction oversuch Person.

“Gruma, S.A.”means Gruma, S.A. de C.V., a Mexican corporation, and, as of the Closing Date,owner of 100% of all Equity Interests of the Borrower.

“Highest Lawful Rate”means at the particular time in question the maximum rate of interest which,under Applicable Law, any Lender is then permitted to charge on theObligations. If the maximum rate of interest which, under Applicable Law, anyLender is permitted to charge on the Obligations shall change after the datehereof, the Highest Lawful Rate shall be automatically increased or decreased,as the case may be, from time to time as of the effective time of each changein the Highest Lawful Rate without notice to the Borrower.

“Honor Date” hasthe meaning specified in Section 2.03(c)(i).

“Increase EffectiveDate” has the meaning specified in Section 2.14(d).

“Indebtedness” ofany Person, means at any date, without duplication: (a) any obligation of suchPerson in respect of borrowed money, any obligation of such Person evidenced bybonds, notes, debentures or similar instruments; (b) any obligation of suchPerson in respect of a lease or hire purchase contract which would, under GAAP,be treated as a financial or capital lease; (c) any indebtedness of otherssecured by a Lien on any asset of such Person, whether or not such indebtednessis assumed by such Person; (d) any obligations of such Person to pay thedeferred purchase price of fixed assets or services if such deferral extendsfor a period in excess of 60 days; and (e) all Contingent Obligations of suchPerson in respect of the foregoing; provided, however, that thefollowing liabilities shall be explicitly excluded from the definition of theterm “Indebtedness”: (i) trade accounts payable, including any obligations inrespect of letters of credit that have been issued in support of trade accountspayable; (ii) expenses that accrue and become payable in the ordinary course ofbusiness; (iii) customer advance payments and customer deposits received in theordinary course of business; and (iv) obligations for ad valorem taxes, valueadded taxes, or any other taxes or governmental charges.

For all purposes hereof,the Indebtedness of any Person shall include the Indebtedness of anypartnership or joint venture (other than a joint venture that is itself acorporation or limited liability company) in which such Person is a generalpartner or a joint venturer, unless such Indebtedness is expressly madenon-recourse to such Person

“Indemnified Taxes”means Taxes other than Excluded Taxes.

“Indemnitees” hasthe meaning specified in Section 10.04(b).

“Information” hasthe meaning specified in Section 10.07.

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“Intangible Assets”means assets that are considered to be intangible assets under GAAP.

“Interest CoverageRatio” means, for the Measurement Period, the ratio of (a) ConsolidatedEBITDA to (b) Consolidated Interest Charges.

“Interest Payment Date”means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Periodapplicable to such Loan and the Maturity Date; provided, however,that if any Interest Period for a Eurodollar Rate Loan exceeds three months,the respective dates that fall every three months after the beginning of suchInterest Period shall also be Interest Payment Dates; and (b) as to any BaseRate Loan and any Swing Line Loan, the tenth Business Day after the end of eachMarch, June, September and December and the Maturity Date.

“Interest Period”means, as to each Eurodollar Rate Loan, the period commencing on the date suchEurodollar Rate Loan is disbursed or converted to or continued as a EurodollarRate Loan and ending on the date one, two, three or six months thereafter, asselected by the Borrower in its Loan Notice; provided that:

(a)     any Interest Period that would otherwiseend on a day that is not a Business Day shall be extended to the nextsucceeding Business Day unless such Business Day falls in another calendarmonth, in which case such Interest Period shall end on the next precedingBusiness Day;

(b)     any Interest Period that begins on the lastBusiness Day of a calendar month (or on a day for which there is no numericallycorresponding 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 suchInterest Period; and

(c)     no Interest Period shall extend beyond theMaturity Date.

“Investment”means, as to any Person, any acquisition or investment by such Person, whetherby means of (a) the purchase or other acquisition of capital stock or othersecurities of another Person, (b) a loan, advance or capital contribution to,guaranty of debt of, or purchase or other acquisition of any other debt orequity participation or interest in, another Person, including any partnershipor joint venture in such other Person, or (c) the purchase or other acquisition(in one transaction or a series of transactions) of asset of another Personthat constitute a business unit. For purposes of covenant compliance, theamount of any Investment shall be the amount actually invested, withoutadjustment for subsequent increases or decreases in the value of suchInvestment.

“IRS” means theUnited States Internal Revenue Service.

“ISP” means, withrespect to any Letter of Credit, the “International Standby Practices 1998”published by the Institute of International Banking Law & Practice (or suchlater version thereof as may be in effect at the time of issuance).

“Issuer Documents”means with respect to any Letter of Credit, the Letter of Credit Application,and any other document, agreement and instrument entered into by the L/C Issuer

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and the Borrower (or any Subsidiary) or in favor ofthe L/C Issuer and relating to such Letter of Credit.

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

“L/C Advance”means, with respect to each Lender, such Lender’s funding of its participationin any L/C Borrowing in accordance with its Applicable Percentage. All L/CAdvances shall be denominated in Dollars.

“L/C Borrowing”means an extension of credit resulting from a drawing under any Letter ofCredit which has not been reimbursed on the date when made or refinanced as aBorrowing.

“L/C Cash CollateralAccount” has the meaning specified in Section 2.03(g).

“L/C Credit Extension”means, with respect to any Letter of Credit, the issuance thereof or extensionof the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” meansBank of America or any other Lender acceptable to the Borrower and theAdministrative Agent, in its capacity as issuer of Letters of Credit hereunder,or any successor issuer of Letters of Credit hereunder.

“L/C Obligations”means, as at any date of determination, the aggregate amount available to bedrawn under all outstanding Letters of Credit plus the aggregate of allUnreimbursed Amounts, including all L/C Borrowings. For purposes of computingthe amount available to be drawn under any Letter of Credit, the amount of suchLetter of Credit shall be determined in accordance with Section 1.06.For all purposes of this Agreement, if on any date of determination a Letter ofCredit has expired by its terms but any amount may still be drawn thereunder byreason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall bedeemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has themeaning specified in the introductory paragraph hereto and, as the contextrequires, includes the Swing Line Lender and the L/C Issuer.

“Lending Office”means, as to any Lender, the office or offices of such Lender described as suchin such Lender’s Administrative Questionnaire, or such other office or officesas a Lender may from time to time notify the Borrower and the AdministrativeAgent.

“Letter of Credit”means any letter of credit issued hereunder. A Letter of Credit may be acommercial letter of credit or a standby letter of credit.

“Letter of CreditApplication” means an application and agreement for the issuance oramendment of a Letter of Credit in the form from time to time in use by the L/CIssuer.

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“Letter of CreditExpiration Date” means the day that is seven days prior to the MaturityDate then in effect (or, if such day is not a Business Day, the next precedingBusiness Day).

“Letter of Credit Fee”has the meaning specified in Section 2.03(i).

“Letter of CreditSublimit” means an amount equal to $25,000,000. The Letter of CreditSublimit is part of, and not in addition to, the Aggregate Commitments.

“Leverage Ratio”means, as of the end of the most recently completed Fiscal Quarter, the ratioof (a) Consolidated Funded Debt on such date to (b) Consolidated EBITDAdetermined for the relevant Measurement Period.

“Lien” means anysecurity interest, mortgage, deed of trust, pledge, charge or depositarrangement, encumbrance, lien (statutory or other), or preferentialarrangement of any kind or nature whatsoever in respect of any Property.

“Litigation” meansany proceeding, claim, lawsuit and/or arbitration by or before any GovernmentalAuthority or arbitrator, including, without limitation, proceedings, claims,lawsuits, and/or investigations under or pursuant to any environmental,occupational, safety and health, antitrust, unfair competition, securities, taxor other Law, or under or pursuant to any contract, agreement or otherinstrument.

“Loan” means anextension of credit by a Lender to the Borrower under Article II in theform of a Revolving Loan or a Swing Line Loan.

“Loan Documents”means this Agreement, the Notes, the Fee Letter, each Issuer Document, eachRequest for Credit Extension, and any other agreement executed, delivered orperformable by the Borrower in connection herewith or as security for theObligations.

“Margin Stock”means “margin stock” as such term is defined in Regulation T, U or X of theFRB.

“Material AdverseEffect” means (a) a material adverse change in, or a material adverseeffect upon, the operations, business, assets, liabilities (actual orcontingent) or financial condition of the Borrower and its Subsidiaries takenas a whole; (b) a material impairment of the ability of the Borrower to performits payment or other material obligations under any Loan Document; or (c) amaterial adverse effect upon the legality, validity, binding effect orenforceability against the Borrower of any Loan Document.

“Material Subsidiary”means, at any time, any Subsidiary of the Borrower that meets any of thefollowing conditions:

(a)     the Borrower’s and its Subsidiaries’investments in or advances to such Subsidiary exceed 10% of the total assets ofthe Borrower and its Subsidiaries as of the end of the Borrower’s most recentlycompleted Fiscal Year; or

(b)     the Borrower’s and its Subsidiaries’proportionate share of the total assets (after intercompany eliminations) ofsuch Subsidiary exceeds 10% of the total assets of

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the Borrower and its Subsidiaries as of the end of the Borrower’s mostrecently completed Fiscal Year; or

(c)     the Borrower’s and its Subsidiaries’ equityin the earnings before income tax of such Subsidiary exceeds 10% of suchearnings of the Borrower and its Subsidiaries as of the end of the Borrower’smost recently completed Fiscal Year, all as calculated by reference to the thenlatest audited financial statements (or consolidated financial statements, asthe case may be) of such Subsidiary and the then latest audited consolidatedfinancial statements of the Borrower and its Subsidiaries.

“Maturity Date”means (a) October 30, 2011, provided, however, that if such dateis not a Business Day, the Maturity Date shall be the next preceding BusinessDay or (b) such earlier date as the (i) the Obligations become due and payablepursuant to this Agreement (whether by acceleration, prepayment in full,scheduled reduction or otherwise) or (ii) there shall exist an Event of Defaultunder Section 8.01(f).

“Measurement Period”means any period of four consecutive Fiscal Quarters of the Borrower, endingwith the most recently completed Fiscal Quarter, taken as one accountingperiod.

“Moody’s” meansMoody’s Investors Service, Inc. and its successors.

“Multiemployer Plan”means any employee benefit plan of the type described in Section 4001(a)(3) ofERISA, to which the Borrower or any ERISA Affiliate makes or is obligated tomake contributions, or during the preceding three plan years, has made or beenobligated to make contributions.

“Non-Extension NoticeDate” has the meaning specified in Section 2.03(b)(iii).

“Notes” means theRevolving Loan Notes and the Swing Line Note.

“Obligations”means all advances to, and debts, liabilities, obligations, covenants andduties of, the Borrower arising under any Loan Document or otherwise withrespect to any Loan or Letter of Credit, whether direct or indirect (includingthose acquired by assumption), absolute or contingent, due or to become due,now existing or hereafter arising and including interest and fees that accrueafter the commencement by or against the Borrower or any Affiliate thereof ofany proceeding under any Debtor Relief Laws naming such Person as the debtor insuch proceeding, regardless of whether such interest and fees are allowedclaims in such proceeding.

“OECD” means theOrganization for Economic Cooperation and Development.

“OrganizationDocuments” means, (a) with respect to any corporation, the certificate orarticles of incorporation and the bylaws (or equivalent or comparableconstitutive documents with respect to any non-U.S. jurisdiction); (b) withrespect to any limited liability company, the certificate or articles offormation or organization and operating agreement; and (c) with respect to anypartnership, joint venture, trust or other form of business entity, thepartnership, joint venture or other applicable agreement of formation ororganization and any agreement, instrument, filing or notice with respectthereto filed in connection with its formation or

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organization with the applicable Governmental Authority in thejurisdiction of its formation or organization and, if applicable, anycertificate or articles of formation or organization of such entity.

“Other Taxes”means all present or future stamp or documentary taxes or any other excise orproperty taxes, charges or similar levies arising from any payment madehereunder or under any other Loan Document or from the execution, delivery orenforcement of, or otherwise with respect to, this Agreement or any other LoanDocument.

“Outstanding Amount”means (a) with respect to Loans on any date, the aggregate outstandingprincipal amount thereof after giving effect to any borrowings and prepaymentsor repayments of Loans occurring on such date; and (b) with respect to any L/CObligations on any date, the amount of such L/C Obligations on such date aftergiving effect to any L/C Credit Extension occurring on such date and any otherchanges in the aggregate amount of the L/C Obligations as of such date,including as a result of any reimbursements by the Borrower of UnreimbursedAmounts.

“Overnight Rate”means, for any day, the greater of (a) the Federal Funds Rate and (b) anovernight rate determined by the Administrative Agent or the L/C Issuer, as thecase may be, in accordance with banking industry rules on interbankcompensation.

“Participant” hasthe meaning specified in Section 10.06(d).

“PBGC” means thePension Benefit Guaranty Corporation.

“Pension Plan”means any “employee pension benefit plan” (as such term is defined in Section3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV ofERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate orto which the Borrower or any ERISA Affiliate contributes or has an obligationto contribute, or in the case of a multiple employer or other plan described inSection 4064(a) of ERISA, has made contributions at any time during theimmediately preceding five plan years.

“Person” means anynatural person, corporation, limited liability company, trust, joint venture,association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employeebenefit plan” (as such term is defined in Section 3(3) of ERISA) established bythe Borrower or any ERISA Affiliate.

“Property” meansany asset, revenue or other property, whether tangible or intangible, and anyright to receive revenue.

“Register” has themeaning specified in Section 10.06(c).

“Related Parties”means, with respect to any Person, such Person’s Affiliates and the partners,directors, officers, employees, agents and advisors of such Person and of suchPerson’s Affiliates.

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“Reportable Event”means any of the events set forth in Section 4043(c) of ERISA, other thanevents for which the 30 day notice period has been waived.

“Request for CreditExtension” means (a) with respect to a Revolving Borrowing, or a conversionor continuation of Revolving Loans, a Revolving Loan Notice, (b) with respectto an L/C Credit Extension, a Letter of Credit Application, and (c) withrespect to a Swing Line Loan, a Swing Line Loan Notice..

“Required Lenders”means, as of any date of determination, two or more Lenders having greater than50% of the Aggregate Commitments or, if the commitment of each Lender to makeLoans and the obligation of the L/C Issuer to make L/C Credit Extensions havebeen terminated pursuant to Section 8.02, Lenders holding in theaggregate greater than 50% of the Total Outstandings (with the aggregate amountof each Lender’s risk participation and funded participation in L/C Obligationsbeing deemed “held” by such Lender for purposes of this definition); providedthat the Commitment of, and the portion of the Total Outstandings held ordeemed held by, any Defaulting Lender shall be excluded for purposes of makinga determination of Required Lenders.

“Requirement of Law”means, as to any Person, any law (statutory or common), treaty, rule orregulation or order, decree or other determination of an arbitrator or a courtor other Governmental Authority, including any Environmental Law, in each caseapplicable to or binding upon such Person or any of its Property or to whichthe Person or any of its Property is subject.

“Responsible Officer”means the chief executive officer, president, chief financial officer,secretary, treasurer, assistant treasurer or controller of the Borrower and,solely for purposes of notices given pursuant to Article II, any otherofficer or employee of the Borrower so designated by any of the foregoingofficers in a notice to the Administrative Agent. Any document deliveredhereunder that is signed by a Responsible Officer of the Borrower shall beconclusively presumed to have been authorized by all necessary corporate,partnership and/or other action on the part of the Borrower and suchResponsible Officer shall be conclusively presumed to have acted on behalf ofthe Borrower.

“Restricted Payments”means any dividend or other distribution (whether in cash, securities or otherProperty) with respect to any shares of capital stock or other Equity Interestsof the Borrower or any Subsidiary, or any payment (whether in cash, securitiesor other Property), including any sinking fund or similar deposit on account ofthe purchase, redemption, retirement, acquisition, cancellation or terminationof any such shares of capital stock or other Equity Interests or of any option,warrant or other right to acquire any shares of capital stock or other EquityInterests.

“Revolving Borrowing”means a borrowing consisting of simultaneous Loans of the same Type and, in thecase of Eurodollar Rate Loans, having the same Interest Period made by each ofthe Lenders pursuant to Section 2.01.

“Revolving Loan”has the meaning specified in Section 2.01.

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“Revolving Loan Note”means a promissory note made by the Borrower in favor of a Lender andevidencing Revolving Loans made by such Lender, substantially in the form of ExhibitC.

“Revolving Loan Notice”means a notice of (a) a Revolving Borrowing, (b) a conversion of RevolvingLoans from one Type to the other, or (c) a continuation of Revolving Loans,pursuant to Section 2.02(a), which, if in writing, shall besubstantially in the form of Exhibit A.

“S&P” meansStandard & Poor’s Rating Service, presently a division of The McGraw-HillCompanies, Inc., and its successors.

“SEC” means theSecurities and Exchange Commission, or any Governmental Authority succeeding toany of its principal functions.

“Shareholders’ Equity”means, at any date, the shareholders’ equity of the Borrower and itsSubsidiaries, determined in accordance with GAAP, on a consolidated basis.

“Solvent” means,with respect to any Person, as of any date of determination, that the fairvalue of the assets (tangible and intangible) of such Person (at fairvaluation) is, on the date of determination, greater than the total amount ofliabilities (including contingent and unliquidated liabilities) of such Personas of such date, that the present fair saleable value of such assets of suchPerson will, as of such date, be greater than the amount that will be requiredto pay the probable liability of such Person on its debts as such debts becomeabsolute and matured considering all financing alternatives and potential assetsales reasonably available to such Person, and that, as of such date, suchPerson will be able to pay all liabilities of such Person as such liabilitiesmature and such Person does not have unreasonably small capital with which tocarry on its business. In computing the amount of contingent or unliquidatedliabilities at any time, such liabilities will be computed at the amount which,in light of all the facts and circumstances existing at such time, representsthe amount that can reasonably be expected to become an actual or maturedliability discounted to present value at rates believed to be reasonable bysuch Person.

“Subsidiary” of aPerson means a corporation, partnership, joint venture, limited liabilitycompany or other business entity of which a majority of the Voting EquityInterests (other than securities or interests having such power only by reasonof the happening of a contingency) are at the time beneficially owned, or themanagement of which is otherwise controlled, directly, or indirectly throughone or more intermediaries, or both, by such Person. Unless otherwisespecified, all references herein to a “Subsidiary” or to “Subsidiaries”shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract”means (a) any and all rate swap transactions, basis swaps, credit derivativetransactions, forward rate transactions, commodity swaps, commodity options,forward commodity contracts, equity or equity index swaps or options, bond orbond price or bond index swaps or options or forward bond or forward bond priceor forward bond index transactions, interest rate options, forward foreignexchange transactions, cap transactions, floor transactions, collartransactions, currency swap transactions, cross-currency rate swaptransactions, currency options, spot contracts, or any other similartransactions or any

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combination of any of the foregoing (including anyoptions to enter into any of the foregoing), whether or not any suchtransaction is governed by or subject to any master agreement, and (b) any andall transactions of any kind, and the related confirmations, which are subjectto the terms and conditions of, or governed by, any form of master agreementpublished by the International Swaps and Derivatives Association, Inc., anyInternational Foreign Exchange Master Agreement, or any other master agreement(any such master agreement, together with any related schedules, a “MasterAgreement”), including any such obligations or liabilities under any MasterAgreement.

“Swing Line” meansthe revolving credit facility made available by the Swing Line Lender pursuantto Section 2.04.

“Swing Line Borrowing”means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender”means Bank of America in its capacity as provider of Swing Line Loans, or anysuccessor swing line lender hereunder.

“Swing Line Loan”has the meaning specified in Section 2.04(a).

“Swing Line LoanNotice” means a notice of a Swing Line Borrowing pursuant to Section2.04(b), which, if in writing, shall be substantially in the form of ExhibitB.

“Swing Line Note”means a promissory note made by the Borrower in favor of the Swing Line Lenderevidencing Swing Line Loans made by such Lender, substantially in the form of ExhibitD.

“Swing Line Sublimit”means an amount equal to the lesser of (a) $10,000,000 and (b) the AggregateCommitments. The Swing Line Sublimit is part of, and not in addition to, theAggregate Commitments.

“Taxes” means allpresent or future taxes, levies, imposts, duties, deductions, withholdings,assessments, fees or other charges imposed by any Governmental Authority,including any interest, additions to tax or penalties applicable thereto.

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

“Type” means, withrespect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unfunded PensionLiability” means the excess of a Pension Plan’s benefit liabilities underSection 4001(a)(16) of ERISA, over the current value of that Pension Plan’sassets, determined in accordance with the assumptions used for funding thePension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States”and “U.S.” mean the United States of America.

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“Unreimbursed Amount”has the meaning specified in Section 2.03(c)(i).

“Voting EquityInterests” of any Person means any Equity Interests of any class or classeshaving ordinary voting power for the election of at least a majority of themembers of the board of directors, managing general partners or the equivalentgoverning body of such Person, irrespective of whether, at the time, any EquityInterests of any other class or classes or such entity shall have or might havevoting power by reason of the happening of any contingency.

“Wholly-OwnedSubsidiary” means any corporation in which (other than directors’qualifying shares required by law) 100% of the Voting Equity Interests, and100% of the Equity Interests of every other class, in each case, at the time asof which any determination is being made, is owned, beneficially and of record,by the Borrower, or by one or more of the other Wholly-Owned Subsidiaries, orboth.

1.02   **OtherInterpretive Provisions.**With reference to this Agreement and eachother Loan Document, unless otherwise specified herein or in such other LoanDocument:

(a)     The definitions of terms herein shall applyequally to the singular and plural forms of the terms defined. Whenever thecontext may require, any pronoun shall include the corresponding masculine,feminine and neuter forms. The words “include,” “includes” and “including”shall be deemed to be followed by the phrase “without limitation.” The word “will”shall be construed to have the same meaning and effect as the word “shall.”Unless the context requires otherwise, (i) any definition of or reference toany agreement, instrument or other document (including any OrganizationDocument) shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified(subject to any restrictions on such amendments, supplements or modificationsset forth herein or in any other Loan Document), (ii) any reference herein toany Person shall be construed to include such Person’s successors and assigns,(iii) the words “herein,” “hereof” and “hereunder,” andwords of similar import when used in any Loan Document, shall be construed torefer to such Loan Document in its entirety and not to any particular provisionthereof, (iv) all references in a Loan Document to Articles, Sections, Exhibitsand Schedules shall be construed to refer to Articles and Sections of, andExhibits and Schedules to, the Loan Document in which such references appear,and (v) any reference to any law shall include all statutory and regulatoryprovisions consolidating, amending, replacing or interpreting such law and anyreference to any law or regulation shall, unless otherwise specified, refer tosuch law or regulation as amended, modified or supplemented from time to time.

(b)     In the computation of periods of time froma specified date to a later specified date, the word “from” means “fromand including;” the words “to” and “until” each mean “tobut excluding;” and the word “through” means “to and including.”

(c)     Section headings herein and in the otherLoan Documents are included for convenience of reference only and shall notaffect the interpretation of this Agreement or any other Loan Document.

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(d)     For purposes of Section 8.01(c), abreach of a financial covenant contained in Section 7.09, 7.10 or7.11 shall be deemed to have occurred as of any date of determinationthereof by the Administrative Agent or as of the last day of any specifiedmeasuring period, regardless of when the financial statements reflecting suchbreach are delivered to the Administrative Agent and the Lenders.

1.03   **AccountingTerms.**

(a)     Generally. All accounting terms notspecifically or completely defined herein shall be construed in conformitywith, and all financial data (including financial ratios and other financialcalculations) required to be submitted pursuant to this Agreement shall beprepared in conformity with, GAAP applied on a consistent basis, as in effectfrom time to time, applied in a manner consistent with that used in preparingthe Audited Financial Statements, except as otherwise specifically prescribedherein.

(b)     Changes in GAAP. If at any time anychange in GAAP would affect the computation of any financial ratio orrequirement set forth in any Loan Document, and either the Borrower or theRequired Lenders shall so request, the Administrative Agent, the Lenders andthe Borrower shall negotiate in good faith to amend such ratio or requirementto preserve the original intent thereof in light of such change in GAAP(subject to the approval of the Required Lenders); providedthat,until so amended, (i) such ratio or requirement shall continue to be computedin accordance with GAAP prior to such change therein and (ii) the Borrowershall provide to the Administrative Agent and the Lenders financial statementsand other documents required under this Agreement or as reasonably requestedhereunder setting forth a reconciliation between calculations of such ratio orrequirement made before and after giving effect to such change in GAAP.

1.04   **Rounding.**Anyfinancial ratios required to be maintained by the Borrower pursuant to thisAgreement shall be calculated by dividing the appropriate component by theother component, carrying the result to one place more than the number ofplaces by which such ratio is expressed herein and rounding the result up ordown to the nearest number (with a rounding-up if there is no nearest number).

1.05   **Times ofDay.** Unless otherwise specified, all references herein to times ofday shall be references to central time (daylight or standard, as applicable).

1.06   **Letter ofCredit Amounts.**Unless otherwise specified herein, the amount of aLetter of Credit at any time shall be deemed to be the stated amount (asreduced by any drawings thereunder which result in a permanent reduction of theamount available to be drawn) of such Letter of Credit in effect at such time;provided, however, that with respect to any Letter of Credit that, by its termsor the terms of any Issuer Document related thereto, provides for one or moreautomatic increases in the stated amount thereof, the amount of such Letter ofCredit shall be deemed to be the maximum stated amount of such Letter of Creditafter giving effect to all such increases, whether or not such maximum statedamount is in effect at such time (as reduced by any drawings thereunder whichresult in a permanent reduction of the amount available to be drawn).

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1.07**   References toAgreements and Laws.**Unless otherwise expressly provided herein, (a)references to Organization Documents, agreements (including the Loan Documents)and other contractual instruments shall be deemed to include all subsequentamendments, restatements, extensions, supplements and other modificationsthereto, but only to the extent that such amendments, restatements, extensions,supplements and other modifications are not prohibited by any Loan Document;and (b) references to any Law shall include all statutory and regulatoryprovisions and rulings consolidating, amending, replacing, supplementing orinterpreting such Law.

**ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS**

2.01   **RevolvingLoans.**Subject to the terms and conditions set forth herein, eachLender severally agrees to make loans (each such loan, a “Revolving Loan”)to the Borrower from time to time, on any Business Day during the AvailabilityPeriod, in an aggregate amount not to exceed at any time outstanding the amountof such Lender’s Commitment; provided, however, that after givingeffect to any Borrowing, (i) the Total Outstandings shall not exceed theAggregate Commitments, and (ii) the aggregate Outstanding Amount of theRevolving Loans of any Lender, plus such Lender’s Applicable Percentageof the Outstanding Amount of all L/C Obligations, plus such Lender’sApplicable Percentage of the Outstanding Amount of all Swing Line Loans, shallnot exceed such Lender’s Commitment. Within the limits of each Lender’sCommitment, and subject to the other terms and conditions hereof, the Borrowermay borrow under this Section 2.01, prepay under Section 2.05,and reborrow under this Section 2.01. Loans may be Base Rate Loans orEurodollar Rate Loans, as further provided herein.

2.02   **Borrowings,Conversions and Continuations of Revolving Loans.**

(a)     Each Revolving Borrowing, each conversionof Revolving Loans from one Type to the other, and each continuation ofEurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice tothe Administrative Agent, which may be given by telephone. Each such notice mustbe received by the Administrative Agent not later than 12:00 noon (i) threeBusiness Days prior to the requested date of any Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans or of any conversion of Eurodollar RateLoans to Base Rate Loans, and (ii) on the requested date of any Borrowing ofBase Rate Loans. Each telephonic notice by the Borrower pursuant to this Section2.02(a) must be confirmed promptly by delivery to the Administrative Agentof a written Revolving Loan Notice, appropriately completed and signed by aResponsible Officer of the Borrower. Each Borrowing of, conversion to orcontinuation of Eurodollar Rate Loans shall be in a principal amount of$1,000,000 or a whole multiple of $500,000 in excess thereof. Except as providedin Section 2.03(c), each Borrowing of or conversion to Base Rate Loansshall be in a principal amount of $500,000 or a whole multiple of $100,000 inexcess thereof. Each Revolving Loan Notice (whether telephonic or written)shall specify (i) whether the Borrower is requesting a Revolving Borrowing, aconversion of Loans from one Type to the other, or a continuation of EurodollarRate Loans, (ii) the requested date of the Borrowing, conversion orcontinuation, as the case may be (which shall be a Business Day), (iii) theprincipal amount of Revolving Loans to be borrowed, converted or continued,(iv) the Type of Revolving Loans to be borrowed

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or to which existing Loans are to be converted, and(v) if applicable, the duration of the Interest Period with respect thereto. Ifthe Borrower fails to specify a Type of Revolving Loan in a Revolving LoanNotice or if the Borrower fails to give a timely notice requesting a conversionor continuation, then the applicable Revolving Loans shall be made as, orconverted to, Base Rate Loans. Any such automatic conversion to Base Rate Loansshall be effective as of the last day of the Interest Period then in effectwith respect to the applicable Eurodollar Rate Loans. If the Borrower requestsa Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in anysuch Revolving Loan Notice, but fails to specify an Interest Period, it will bedeemed to have specified an Interest Period of one month.

(b)     Following receipt of a Revolving LoanNotice, the Administrative Agent shall promptly notify each Lender of theamount of its Applicable Percentage of the applicable Revolving Loans, and ifno timely notice of a conversion or continuation is provided by the Borrower,the Administrative Agent shall notify each Lender of the details of anyautomatic conversion to Base Rate Loans described in the preceding subsection.In the case of a Borrowing, each Lender shall make the amount of its Loanavailable to the Administrative Agent in immediately available funds at theAdministrative Agent’s Office not later than 1:00 p.m. on the Business Dayspecified in the applicable Revolving Loan Notice. Upon satisfaction of theapplicable conditions set forth in Section 4.02 (and, if such Borrowingis the initial Credit Extension, Section 4.01), the Administrative Agentshall make all funds so received available to the Borrower in like funds asreceived by the Administrative Agent either by (i) crediting the account of theBorrower on the books of Bank of America with the amount of such funds or (ii)wire transfer of such funds, in each case in accordance with instructionsprovided to (and reasonably acceptable to) the Administrative Agent by theBorrower; provided, however, that if, on the date the RevolvingLoan Notice with respect to such Borrowing is given by the Borrower, there areSwing Line Loans or L/C Borrowings outstanding, then the proceeds of suchBorrowing shall be applied, first, to the payment in full of any suchL/C Borrowings, second, to the payment in full of any such Swing LineLoans, and third, to the Borrower as provided above.

(c)     Except as otherwise provided herein, aEurodollar Rate Loan may be continued or converted only on the last day of anInterest Period for such Eurodollar Rate Loan. During the existence of a Default,no Loans may be requested as, converted to or continued as Eurodollar RateLoans without the consent of the Required Lenders.

(d)     The Administrative Agent shall promptlynotify the Borrower and the Lenders of the interest rate applicable to anyInterest Period for Eurodollar Rate Loans upon determination of such interestrate. The determination of the Eurodollar Rate by the Administrative Agentshall be conclusive in the absence of manifest error. At any time that BaseRate Loans are outstanding, the Administrative Agent shall notify the Borrowerand the Lenders of any change in Bank of America’s prime rate used indetermining the Base Rate promptly following the public announcement of suchchange.

(e)     After giving effect to all RevolvingBorrowings, all conversions of Revolving Loans from one Type to the other, andall continuations of Revolving Loans as

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the same Type, there shall not be more than tenInterest Periods in effect with respect to all Revolving Loans.

2.03     **Lettersof Credit.**

(a)       The Letter of Credit Commitment.

(i) Subject to the termsand conditions set forth herein, (A) the L/C Issuer agrees, in reliance uponthe agreements of the other Lenders set forth in this Section 2.03, (1)from time to time on any Business Day during the period from the Closing Dateuntil the Letter of Credit Expiration Date, to issue Letters of Credit inDollars for the account of the Borrower or certain Subsidiaries, and to amendor extend Letters of Credit previously issued by it, in accordance withsubsection (b) below, and (2) to honor drawings under the Letter of Credit; and(B) the Lenders severally agree to participate in Letters of Credit issued forthe account of the Borrower and any drawings thereunder; provided thatthe L/C Issuer shall not be obligated to make any L/C Credit Extension withrespect to any Letter of Credit, and no Lender shall be obligated to participatein any Letter of Credit if as of the date of such L/C Credit Extension, (x) theTotal Outstandings would exceed the Aggregate Commitments, (y) the aggregateOutstanding Amount of the Revolving Loans of any Lender, plus suchLender’s Applicable Percentage of the Outstanding Amount of all L/CObligations, plus such Lender’s Applicable Percentage of the OutstandingAmount of all Swing Line Loans would exceed such Lender’s Commitment, or (z)the Outstanding Amount of the L/C Obligations would exceed the Letter of CreditSublimit. Each request by the Borrower for the issuance or amendment of aLetter of Credit shall be deemed to be a representation by the Borrower thatthe L/C Credit Extension so requested complies with the conditions set forth inthe proviso to the preceding sentence. Within the foregoing limits, and subjectto the terms and conditions hereof, the Borrower’s ability to obtain Letters ofCredit shall be fully revolving, and accordingly the Borrower may, during theforegoing period, obtain Letters of Credit to replace Letters of Credit thathave expired or that have been drawn upon and reimbursed.

(ii)       The L/C Issuer shall not issue any Letterof Credit, if:

(A)      subject to Section 2.03(b)(iii),the expiry date of such requested Letter of Credit would occur more than twelvemonths after the date of issuance or last extension, unless the RequiredLenders have approved such expiry date; or

(B)       the expiry date of such requested Letterof Credit would occur after the Letter of Credit Expiration Date, unless allthe Lenders have approved such expiry date.

(iii)      The L/C Issuer shall not be under anyobligation to issue any Letter of Credit if:

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(A)      any order, judgment or decree of anyGovernmental Authority or arbitrator shall by its terms purport to enjoin orrestrain the L/C Issuer from issuing such Letter of Credit, or any Lawapplicable to the L/C Issuer or any request or directive (whether or not havingthe force of law) from any Governmental Authority with jurisdiction over theL/C Issuer shall prohibit, or request that the L/C Issuer refrain from, theissuance of letters of credit generally or such Letter of Credit in particularor shall impose upon the L/C Issuer with respect to such Letter of Credit anyrestriction, reserve or capital requirement (for which the L/C Issuer is nototherwise compensated hereunder) not in effect on the Closing Date, or shallimpose upon the L/C Issuer any unreimbursed loss, cost or expense which was notapplicable on the Closing Date and which the L/C Issuer in good faith deemsmaterial to it;

(B)       the issuance of such Letter of Creditwould violate one or more policies of the L/C Issuer applicable to letters ofcredit generally and applicable to all letter of credit applicants generally;

(C)       except as otherwise agreed by theAdministrative Agent and the L/C Issuer, such Letter of Credit is in an initialstated amount less than $10,000;

(D)       such Letter of Credit is to bedenominated in a currency other than Dollars; or

(E)       a default of any Lender’s obligation to fundunder Section 2.03(c) exists or any Lender is at such time a DefaultingLender hereunder, unless the L/C Issuer has entered into a reasonablysatisfactory arrangement with the Borrower or such Lender to eliminate the L/CIssuer’s risk with respect to such Lender.

(iv)      The L/C Issuer shall not amend any Letterof Credit if the L/C Issuer would not be permitted at such time to issue suchLetter of Credit in its amended form under the terms hereof.

(v)       The L/C Issuer shall be under noobligation to amend any Letter of Credit if (A) the L/C Issuer would have noobligation at such time to issue such Letter of Credit in its amended formunder the terms hereof, or (B) the beneficiary of such Letter of Credit doesnot accept the proposed amendment to such Letter of Credit.

(vi)      The L/C Issuer shall act on behalf of theLenders with respect to any Letters of Credit issued by it and the documentsassociated therewith, and the L/C Issuer shall have all of the benefits andimmunities (A) provided to the Administrative Agent in Article IX withrespect to any acts taken or omissions suffered by the L/C Issuer in connectionwith Letters ofCredit issued by it or proposed to be issued by it and IssuerDocuments pertaining to such Letters of

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Credit as fully as if the term “Administrative Agent”as used in Article IX included the L/C Issuer with respect to such actsor omissions, and (B) as additionally provided herein with respect to the L/CIssuer.

(b)       Procedures for Issuance and Amendmentof Letters of Credit; Auto-Extension Letters of Credit.

(i)        Each Letter of Credit shall be issued oramended, as the case may be, upon the request of the Borrower delivered to theL/C Issuer (with a copy to the Administrative Agent) in the form of a Letter ofCredit Application, appropriately completed and signed by a Responsible Officerof the Borrower. Such Letter of Credit Application must be received by the L/CIssuer and the Administrative Agent not later than 12:00 noon at least twoBusiness Days (or such later date and time as the Administrative Agent and theL/C Issuer may agree in a particular instance in their sole discretion) priorto the proposed issuance date or date of amendment, as the case may be. In thecase of a request for an initial issuance of a Letter of Credit, such Letter ofCredit Application shall specify in form and detail satisfactory to the L/CIssuer: (A) the proposed issuance date of the requested Letter of Credit (whichshall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;(D) the name and address of the beneficiary thereof; (E) the documents to bepresented by such beneficiary in case of any drawing thereunder; (F) the falltext of any certificate to be presented by such beneficiary in case of anydrawing thereunder; and (G) such other matters as the L/C Issuer may require.In the case of a request for an amendment of any outstanding Letter of Credit,such Letter of Credit Application shall specify in form and detail satisfactoryto the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed dateof amendment thereof (which shall be a Business Day); (C) the nature of theproposed amendment; and (D) such other matters as the L/C Issuer may require.Additionally, the Borrower shall furnish to the L/C Issuer and the AdministrativeAgent such other documents and information pertaining to such requested Letterof Credit issuance or amendment, including any Issuer Documents, as the L/CIssuer or the Administrative Agent may require.

(ii)       Promptly after receipt of any Letter ofCredit Application, the L/C Issuer will confirm with the Administrative Agent(by telephone or in writing) that the Administrative Agent has received a copyof such Letter of Credit Application from the Borrower and, if not, the L/CIssuer will provide the Administrative Agent with a copy thereof. Unless theL/C Issuer has received written notice from any Lender, the AdministrativeAgent or the Borrower, at least one Business Day prior to the requested date ofissuance or amendment of the applicable Letter of Credit, that one or moreapplicable conditions contained in Article IV shall not then besatisfied, then, subject to the terms and conditions hereof, the L/C Issuershall, on the requested date, issue a Letter of Credit for the account of theBorrower or enter into the applicable amendment, as the case may be, in eachcase in accordance with the L/C Issuer’s usual and customary businesspractices. Immediately upon the issuance of each Letter of Credit, each Lenderwith a Commitment shall be deemed to, and hereby irrevocably andunconditionally

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agrees to, purchase from the L/C Issuer a riskparticipation in such Letter of Credit in an amount equal to the product ofsuch Lender’s Applicable Percentage times the amount of such Letter ofCredit. Promptly after the end of each calendar quarter, the AdministrativeAgent shall deliver to each Lender a summary of the Letters of Credit issuedduring such calendar quarter.

(iii)      If the Borrower so requests in anyapplicable Letter of Credit Application, the L/C Issuer may, in its sole andabsolute discretion, agree to issue a Letter of Credit that has automaticextension provisions (each, an “Auto-Extension Letter of Credit”); providedthat any such Auto-Extension Letter of Credit must permit the L/C Issuer toprevent any such extension at least once in each twelve-month period(commencing with the date of issuance of such Letter of Credit) by giving priornotice to the beneficiary thereof not later than a day (the “Non-ExtensionNotice Date”) in each such twelve-month period to be agreed upon at thetime such Letter of Credit is issued. Unless otherwise directed by the L/CIssuer, the Borrower shall not be required to make a specific request to theL/C Issuer for any such extension. Once an Auto-Extension Letter of Credit hasbeen issued, the Lenders shall be deemed to have authorized (but may notrequire) the L/C Issuer to permit the extension of such Letter of Credit at anytime to an expiry date not later than the Letter of Credit Expiration Date; provided,however, that the L/C Issuer shall not permit any such extension if (A)the L/C Issuer has determined that it would not be permitted, or would have noobligation, at such time to issue such Letter of Credit in its revised form (asextended) under the terms hereof (by reason of the provisions of clause (ii) or(iii) of Section 2.03(a) or otherwise), or (B) it has received notice(which may be by telephone or in writing) on or before the day that is twoBusiness Days before the Non-Extension Notice Date (1) from the AdministrativeAgent that the Required Lenders have elected not to permit such extension or(2) from the Administrative Agent, any Lender or the Borrower that one or moreof the applicable conditions specified in Section 4.02 is not thensatisfied, and in each such case directing the L/C Issuer not to permit suchextension.

(iv)      Promptly after its delivery of any Letterof Credit or any amendment to a Letter of Credit to an advising bank withrespect thereto or to the beneficiary thereof, the L/C Issuer will also deliverto the Borrower and the Administrative Agent a true and complete copy of suchLetter of Credit or amendment.

(c)       Drawings and Reimbursements; Fundingof Participations.

(i)        Promptly upon receipt from thebeneficiary of any Letter of Credit of any notice of a drawing under suchLetter of Credit, the L/C Issuer shall notify the Borrower and theAdministrative Agent thereof. Not later than 12:00 noon on the date of anypayment by the L/C Issuer under a Letter of Credit (each such date, an “HonorDate”), the Borrower shall reimburse the L/C Issuer through theAdministrative Agent in an amount equal to the amount of such drawing. If theBorrower fails to so reimburse the L/C Issuer by such time, the Administrative

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Agent shall promptly notify each Lender of the HonorDate, the amount of the unreimbursed drawing (the “Unreimbursed Amount”),and the amount of such Lender’s Applicable Percentage thereof. In such event,the Borrower shall be deemed to have requested a Borrowing of Base Rate Loansto be disbursed on the Honor Date in an amount equal to the UnreimbursedAmount, without regard to the minimum and multiples specified in Section2.02 for the principal amount of Base Rate Loans, but subject to the amountof the unutilized portion of the Aggregate Commitments and the conditions setforth in Section 4.02 (other than the delivery of a Revolving LoanNotice). Any notice given by the L/C Issuer or the Administrative Agentpursuant to this Section 2.03(c)(i) may be given by telephone ifimmediately confirmed in writing; provided that the lack of such animmediate confirmation shall not affect the conclusiveness or binding effect ofsuch notice.

(ii)       Each Lender (including the Lender actingas L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) makefunds available to the Administrative Agent for the account of the L/C Issuer,in Dollars, at the Administrative Agent’s Office in an amount equal to itsApplicable Percentage of the Unreimbursed Amount not later than 12:00 p.m. onthe Business Day specified in such notice by the Administrative Agent,whereupon, subject to the provisions of Section 2.03(c)(iii), each suchLender that so makes funds available shall be deemed to have made a Base RateLoan to the Borrower in such amount. The Administrative Agent shall remit thefunds so received to the L/C Issuer in Dollars.

(iii)      With respect to any Unreimbursed Amountthat is not fully refinanced by a Borrowing of Base Rate Loans because theconditions set forth in Section 4.02 cannot be satisfied or for anyother reason, the Borrower shall be deemed to have incurred from the L/C Issueran L/C Borrowing in the amount of the Unreimbursed Amount that is not sorefinanced, which L/C Borrowing shall be due and payable on demand (togetherwith interest) and shall bear interest at the Default Rate. In such event, eachsuch Lender’s payment to the Administrative Agent for the account of the L/CIssuer pursuant to Section 2.03(c)(ii) shall be deemed payment inrespect of its participation in such L/C Borrowing and shall constitute an L/CAdvance from such Lender in satisfaction of its participation obligation underthis Section 2.03.

(iv)      Until a Lender funds its Loan or L/CAdvance pursuant to this Section 2.03(c) to reimburse the L/C Issuer forany amount drawn under any Letter of Credit, interest in respect of such Lender’sApplicable Percentage of such amount shall be solely for the account of the L/CIssuer.

(v)       Each Lender’s obligation to makeRevolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawnunder Letters of Credit, as contemplated by this Section 2.03(c), shallbe absolute and unconditional and shall not be affected by any circumstance,including (A) any setoff, counterclaim, recoupment, defense or other rightwhich such Lender may have against the L/C

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Issuer, the Borrower or any other Person for anyreason whatsoever; (B) the occurrence or continuance of a Default, or (C) anyother occurrence, event or condition, whether or not similar to any of theforegoing; provided, however, that each Lender’s obligation tomake Loans pursuant to this Section 2.03(c) is subject to the conditionsset forth in Section 4.02 (other than delivery by the Borrower of aRevolving Loan Notice). No such making of an L/C Advance shall relieve orotherwise impair the obligation of the Borrower to reimburse the L/C Issuer forthe amount of any payment made by the L/C Issuer under any Letter of Credit,together with interest as provided herein.

(vi)      If any Lender fails to make available tothe Administrative Agent for the account of the L/C Issuer any amount requiredto be paid by such Lender pursuant to the foregoing provisions of this Section2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuershall be entitled to recover from such Lender (acting through theAdministrative Agent), on demand, such amount with interest thereon for theperiod from the date such payment is required to the date on which such paymentis immediately available to the L/C Issuer at a rate per annum equal to the greaterof the Federal Funds Rate and a rate determined by the L/C Issuer in accordancewith banking industry rules on interbank compensation, plus any administrative,processing or similar fees customarily charged by the L/C Issuer in connectionwith the foregoing. If such Lender pays such amount (with interest and fees asaforesaid), the amount so paid shall constitute such Lender’s Revolving Loanincluded in the relevant Borrowing or L/C Advance in respect of the relevantL/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted toany Lender (through the Administrative Agent) with respect to any amounts owingunder this clause (vi) shall be conclusive absent manifest error.

(d)       Repaymentof Participations.

(i)        At any time after the L/C Issuer hasmade a payment under any Letter of Credit and has received from any Lender suchLender’s L/C Advance in respect of such payment in accordance with Section2.03(c), if the Administrative Agent receives for the account of the L/CIssuer any payment in respect of the related Unreimbursed Amount or interestthereon (whether directly from the Borrower or otherwise, including proceeds ofCash Collateral applied thereto by the Administrative Agent), theAdministrative Agent will distribute to such Lender its Applicable Percentagethereof in the same funds as those received by the Administrative Agent.

(ii)       If any payment received by theAdministrative Agent for the account of the L/C Issuer pursuant to Section2.03(c)(i) is required to be returned under any of the circumstancesdescribed in Section 10.05 (including pursuant to any settlement enteredinto by the L/C Issuer in its discretion), each such Lender shall pay to theAdministrative Agent for the account of the L/C Issuer its ApplicablePercentage thereof on demand of the Administrative Agent, plus interest thereonfrom the date of such demand to the date such amount is returned by suchLender, at a rate per annum equal to the Federal Funds Rate from time to

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time in effect. The obligations of the Lenders underthis clause shall survive the payment in full of the Obligations and thetermination of this Agreement.

(e)       Obligations Absolute. Theobligation of the Borrower to reimburse the L/C Issuer for each drawing undereach Letter of Credit and to repay each L/C Borrowing shall be absolute,unconditional and irrevocable, and shall be paid strictly in accordance withthe terms of this Agreement under all circumstances, including the following:

(i)        any lack of validity or enforceabilityof such Letter of Credit, this Agreement, or any other Loan Document;

(ii)       the existence of any claim, counterclaim,setoff, defense or other right that the Borrower or any Subsidiary may have atany time against any beneficiary or any transferee of such Letter of Credit (orany Person for whom any such beneficiary or any such transferee may be acting),the L/C Issuer or any other Person, whether in connection with this Agreement,the transactions contemplated hereby or by such Letter of Credit or anyagreement or instrument relating thereto, or any unrelated transaction;

(iii)      any draft, demand, certificate or otherdocument presented under such Letter of Credit proving to be forged,fraudulent, invalid or insufficient in any respect or any statement thereinbeing untrue or inaccurate in any respect; or any loss or delay in thetransmission or otherwise of any document required in order to make a drawingunder such Letter of Credit; or

(iv)      any payment by the L/C Issuer under suchLetter of Credit against presentation of a draft or certificate that does notstrictly comply (but is otherwise in compliance) with the terms of such Letterof Credit unless such payment is determined by a court of competentjurisdiction to be the result of gross negligence or willful misconduct by theL/C Issuer; or any payment made by the L/C Issuer under such Letter of Creditto any Person purporting to be a trustee in bankruptcy, debtor-in-possession,assignee for the benefit of creditors, liquidator, receiver or otherrepresentative of or successor to any beneficiary or any transferee of suchLetter of Credit, including any arising in connection with any proceeding underany Debtor Relief Law.

Prior to the issuance ofany Letter of Credit and any amendment thereto, the L/C Issuer shall deliver tothe Borrower a pro forma copy of such Letter of Credit or such amendment, asapplicable. The Borrower shall promptly examine such pro forma copy of eachLetter of Credit and each amendment thereto and, in the event of any claim ofnoncompliance with the Borrower’s instructions or other irregularity, theBorrower will promptly notify the L/C Issuer prior to the issuance of suchLetter of Creditor or amendment. Upon the issuance of a Letter of Credit oramendment thereto, the Borrower shall be conclusively deemed to have waived anyclaim of noncompliance with the Borrower’s instructions or other irregularityarising from the issuance of such Letter of Credit or amendment thereto againstthe L/C Issuer unless such notice is given as aforesaid.

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(f)        Role of L/C Issuer. Each Lenderand the Borrower agree that, in paying any drawing under a Letter of Credit,the L/C Issuer shall not have any responsibility to obtain any document (otherthan any sight draft, certificates and documents expressly required by theLetter of Credit) or to ascertain or inquire as to the validity or accuracy ofany such document or the authority of the Person executing or delivering anysuch document. None of the L/C Issuer, the Administrative Agent, any of theirrespective Related Parties nor any correspondent, participant or assignee ofthe L/C Issuer shall be liable to any Lender for (i) any action taken oromitted in connection herewith at the request or with the approval of theLenders or the Required Lenders, as applicable; (ii) any action taken oromitted in the absence of gross negligence or willful misconduct; or (iii) thedue execution, effectiveness, validity or enforceability of any document orinstrument related to any Letter of Credit or Issuer Document. The Borrowerhereby assumes all risks of the acts or omissions of any beneficiary ortransferee with respect to its use of any Letter of Credit; provided, however,that this assumption is not intended to, and shall not, preclude the Borrower’spursuing such rights and remedies as it may have against the beneficiary ortransferee at law or under any other agreement. None of the L/C Issuer, theAdministrative Agent, any of their respective Related Parties nor anycorrespondent, participant or assignee of the L/C Issuer shall be liable orresponsible for any of the matters described in clauses (i) through (v) of Section2.03(e); provided, however, that anything in such clauses tothe contrary notwithstanding, the Borrower may have a claim against the L/CIssuer, and the L/C Issuer may be liable to the Borrower, to the extent, butonly to the extent, of any direct, as opposed to consequential or exemplary,damages suffered by the Borrower which the Borrower proves were caused by theL/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willfulfailure to pay under any Letter of Credit after the presentation to it by thebeneficiary of a sight draft and certificate(s) strictly complying with theterms and conditions of a Letter of Credit. In furtherance and not in limitationof the foregoing, the L/C Issuer may accept documents that appear on their faceto be in order, without responsibility for further investigation, regardless ofany notice or information to the contrary, and the L/C Issuer shall not beresponsible for the validity or sufficiency of any instrument transferring orassigning or purporting to transfer or assign a Letter of Credit or the rightsor benefits thereunder or proceeds thereof, in whole or in part, which mayprove to be invalid or ineffective for any reason.

(g)       Cash Collateral. Upon the requestof the Administrative Agent, (i) if an Event of Default with respect to thepayment of principal and/or interest occurs and is continuing, or (ii) if, asof the Letter of Credit Expiration Date, any Letter of Credit may for anyreason remain outstanding and partially or wholly undrawn, the Borrower shall,in each case, immediately Cash Collateralize the then Outstanding Amount of allL/C Obligations (in an amount equal to such Outstanding Amount determined as ofthe date of such Event of Default or the Letter of Credit Expiration Date, asthe case may be). For purposes of this Section 2.03 and Section8.02(c). “Cash Collateralize” means to pledge and deposit with ordeliver to the Administrative Agent, for the benefit of the L/C Issuer and theLenders, as collateral for the L/C Obligations, cash or deposit accountbalances pursuant to documentation in form and substance satisfactory to theAdministrative Agent and the L/C Issuer (which documents are hereby consentedto by the Lenders). Derivatives of such term have corresponding meanings. TheBorrower hereby grants to

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the Administrative Agent, for the benefit of the L/CIssuer and the Lenders, a security interest in all such cash, deposit accountsand all balances therein and all proceeds of the foregoing. Cash Collateralshall be initially maintained in blocked, interest bearing deposit accounts atBank of America (the “L/C Cash Collateral Account”) and shall be underthe sole dominion and control of the Administrative Agent. The Borrower, nomore than once in any calendar month, may direct the Administrative Agent toinvest the funds held in the L/C Cash Collateral Account (so long as theaggregate amount of such funds exceeds any relevant minimum investment requirement)in (i) direct obligations of the United States or any agency thereof, orobligations guaranteed by the United States or any agency thereof and (ii) oneor more other types of investments permitted by the Administrative Agent, ineach case with such maturities as the Borrower, with the consent of theAdministrative Agent, may specify, pending application of such funds on accountof the L/C Obligations or on account of other Obligations, as the case may be.In the absence of any such direction form the Borrower, the AdministrativeAgent shall invest the funds held in the L/C Cash Collateral Account (so longas the aggregate amount of such funds exceeds any relevant minimum investmentrequirement) in one or more types of investments with such maturities as theAdministrative Agent may specify, pending application of such funds on accountof the L/C Obligations or on account of other Obligations, as the case may be.All such investments shall be made in the Administrative Agent’s name for theaccount of the Lenders, subject to the ownership interest therein of theBorrower. The Borrower recognizes that any losses or taxes with respect to suchinvestments shall be borne solely by the Borrower, and the Borrower agrees tohold the Administrative Agent and the Lenders harmless from any and all suchlosses and taxes. The Administrative Agent may liquidate any investment held inthe L/C Cash Collateral Account in order to apply the proceeds of suchinvestment on account of the L/C Obligations (or on account of any otherObligation then due and payable, as the case may be) without regard to whethersuch investment has matured and without liability for any penalty or other feeincurred (with respect to which the Borrower hereby agrees to reimburse theAdministrative Agent) as a result of such application.

(h)       Applicability of ISP and UCP.Unless otherwise expressly agreed by the L/C Issuer and the Borrower when aLetter of Credit is issued, (i) the rules of the ISP shall apply to eachstandby Letter of Credit, and (ii) the rules of the Uniform Customs andPractice for Documentary Credits, as most recently published by theInternational Chamber of Commerce at the time of issuance shall apply to eachcommercial Letter of Credit.

(i)        Letter of Credit Fees. TheBorrower shall pay to the Administrative Agent for the account of each Lenderin accordance with its Applicable Percentage a Letter of Credit fee (the “Letterof Credit Fee”) for each Letter of Credit equal to the Applicable Rate timesthe daily amount available to be drawn under such Letter of Credit. Forpurposes of computing the daily amount available to be drawn under any Letterof Credit, the amount of such Letter of Credit shall be determined inaccordance with Section 1.06. Letter of Credit Fees shall be (i) due andpayable on the tenth Business Day after the end of each March, June, Septemberand December, commencing with the first such date to occur after the issuanceof such Letter of Credit, on the Letter of Credit Expiration Date andthereafter on demand and (ii) computed on a quarterly basis in arrears. Ifthere is any

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change in the Applicable Rate during any quarter, thedaily amount available to be drawn under each Letter of Credit shall becomputed and multiplied by the Applicable Rate separately for each periodduring such quarter that such Applicable Rate was in effect. Notwithstandinganything to the contrary contained herein, upon the request of the RequiredLenders, while any Event of Default exists, all Letter of Credit Fees shallaccrue at the Default Rate.

(j)        Fronting Fee and Documentary andProcessing Charges Payable to L/C Issuer. The Borrower shall pay directlyto the L/C Issuer for its own account a fronting fee (i) with respect to eachcommercial Letter of Credit, at the rate specified in the Fee Letter, computedon the amount of such Letter of Credit, and payable upon the issuance thereof,(ii) with respect to any amendment of a commercial Letter of Credit increasingthe amount of such Letter of Credit, at a rate separately agreed between theBorrower and the L/C Issuer, computed on the amount of such increase, andpayable upon the effectiveness of such amendment, and (iii) with respect toeach standby Letter of Credit, at the rate per annum specified in the FeeLetter, computed on the daily amount available to be drawn under such Letter ofCredit on a quarterly basis in arrears. Such fronting fee shall be due andpayable on the tenth Business Day after the end of each March, June, Septemberand December in respect of the most recently-ended quarterly period (or portionthereof, in the case of the first payment), commencing with the first such dateto occur after the issuance of such Letter of Credit, on the Letter of CreditExpiration Date and thereafter on demand. For purposes of computing the dailyamount available to be drawn under any Letter of Credit, the amount of suchLetter of Credit shall be determined in accordance with Section 1.06. Inaddition, the Borrower shall pay directly to the L/C Issuer for its own accountthe customary issuance, presentation, amendment and other processing fees, andother standard costs and charges, of the L/C Issuer relating to letters ofcredit as from time to time in effect. Such customary fees and standard costsand charges are due and payable on demand and are nonrefundable.

(k)       Conflict with Issuer Documents. Inthe event of any conflict between the terms hereof and the terms of any IssuerDocument, the terms hereof and the terms of the Fee Letter shall control.

2.04     **Swing Line Loans.**

(a)       The Swing Line. Subject to theterms and conditions set forth herein, the Swing Line Lender agrees, inreliance upon the agreements of the other Lenders set forth in this Section2.04, to make loans (each such loan, a “Swing Line Loan”) to theBorrower from time to time on any Business Day during the Availability Periodin an aggregate amount not to exceed at any time outstanding the amount of theSwing Line Sublimit, notwithstanding the fact that such Swing Line Loans, whenaggregated with the Applicable Percentage of the Outstanding Amount ofRevolving Loans and L/C Obligations of the Lender acting as Swing Line Lender,may exceed the amount of such Lender’s Commitment; provided, however,that after giving effect to any Swing Line Loan, (i) the Total Outstandingsshall not exceed the Aggregate Commitments, and (ii) the aggregate OutstandingAmount of the Revolving Loans of any Lender (other than the Swing Line Lender),plus such Lender’s Applicable Percentage of the Outstanding

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Amount of all L/C Obligations, plus such Lender’sApplicable Percentage of the Outstanding Amount of all Swing Line Loans shallnot exceed such Lender’s Commitment, and provided, further, thatthe Borrower shall not use the proceeds of any Swing Line Loan to refinance anyoutstanding Swing Line Loan. Within the foregoing limits, and subject to theother terms and conditions hereof, the Borrower may borrow under this Section2.04, prepay under Section 2.05, and reborrow under this Section2.04. Immediately upon the making of a Swing Line Loan, each Lender shallbe deemed to, and hereby irrevocably and unconditionally agrees to, purchasefrom the Swing Line Lender a risk participation in such Swing Line Loan in anamount equal to the product of such Lender’s Applicable Percentage timesthe amount of such Swing Line Loan.

(b)       Borrowing Procedures. Each SwingLine Borrowing shall be made upon the Borrower’s irrevocable notice to theSwing Line Lender and the Administrative Agent, which may be given bytelephone. Each such notice must be received by the Swing Line Lender and theAdministrative Agent not later than 1:00 p.m. on the requested borrowing date,and shall specify (i) the amount to be borrowed, which shall be a minimum of$100,000, and (ii) the requested borrowing date, which shall be a Business Day.Each such telephonic notice must be confirmed promptly by delivery to the SwingLine Lender and the Administrative Agent of a written Swing Line Loan Notice,appropriately completed and signed by a Responsible Officer of the Borrower.Promptly after receipt by the Swing Line Lender of any telephonic Swing LineLoan Notice, the Swing Line Lender will confirm with the Administrative Agent(by telephone or in writing) that the Administrative Agent has also receivedsuch Swing Line Loan Notice and, if not, the Swing Line Lender will notify theAdministrative Agent (by telephone or in writing) of the contents thereof.Unless the Swing Line Lender has received notice (by telephone or in writing)from the Administrative Agent (including at the request of any Lender) prior to2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing theSwing Line Lender not to make such Swing Line Loan as a result of thelimitations set forth in the proviso to the first sentence of Section2.04(a), or (B) that one or more of the applicable conditions specified in ArticleIV is not then satisfied, then, subject to the terms and conditions hereof,the Swing Line Lender will, not later than 3:00 p.m. on the borrowing datespecified in such Swing Line Loan Notice, make the amount of its Swing LineLoan available to the Borrower at its office by crediting the account of theBorrower on the books of the Swing Line Lender in immediately available funds.

(c)       Refinancing of Swing Line Loans.

(i)        The Swing Line Lender on the earlier of(A) the occurrence of an Event of Default and (B) a date which is not earlierthan twenty Business Days after such Swing Line Loan is made, in its sole andabsolute discretion may request, on behalf of the Borrower (which herebyirrevocably authorizes the Swing Line Lender to so request on its behalf), thateach Lender make a Base Rate Loan in an amount equal to such Lender’sApplicable Percentage of the amount of Swing Line Loans then outstanding. Suchrequest shall be made in writing (which written request shall be deemed to be aRevolving Loan Notice for purposes hereof) and in accordance with therequirements of Section 2.02, without regard to

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the minimum and multiples specified therein for theprincipal amount of Base Rate Loans, but subject to the unutilized portion ofthe Aggregate Commitments and the conditions set forth in Section 4.02.The Swing Line Lender shall furnish the Borrower with a copy of the applicableRevolving Loan Notice promptly after delivering such notice to the AdministrativeAgent. Each Lender shall make an amount equal to its Applicable Percentage ofthe amount specified in such Revolving Loan Notice available to theAdministrative Agent in immediately available funds for the account of theSwing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m.on the day specified in such Revolving Loan Notice, whereupon, subject to Section2.04(c)(ii), each Lender that so makes funds available shall be deemed tohave made a Base Rate Loan to the Borrower in such amount. The AdministrativeAgent shall remit the funds so received to the Swing Line Lender.

(ii)       If for any reason any Swing Line Loancannot be refinanced by such a Revolving Borrowing in accordance with Section2.04(c)(i), the request for Base Rate Loans submitted by the Swing LineLender as set forth herein shall be deemed to be a request by the Swing LineLender that each of the Lenders fund its risk participation in the relevantSwing Line Loan and each Lender’s payment to the Administrative Agent for theaccount of the Swing Line Lender pursuant to Section 2.04(c)(i) shall bedeemed payment in respect of such participation.

(iii)      If any Lender fails to make available tothe Administrative Agent for the account of the Swing Line Lender any amount requiredto be paid by such Lender pursuant to the foregoing provisions of this Section2.04(c) by the time specified in Section 2.04(c)(i), the Swing LineLender shall be entitled to recover from such Lender (acting through theAdministrative Agent), on demand, such amount with interest thereon for theperiod from the date such payment is required to the date on which such paymentis immediately available to the Swing Line Lender at a rate per annum equal tothe Federal Funds Rate from time to time in effect. A certificate of the SwingLine Lender submitted to any Lender (through the Administrative Agent) withrespect to any amounts owing under this clause (iii) shall be conclusive absentmanifest error.

(iv)      Each Lender’s obligation to make RevolvingLoans or to purchase and fund risk participations in Swing Line Loans pursuantto this Section 2.04(c) shall be absolute and unconditional and shallnot be affected by any circumstance, including (A) any set-off, counterclaim,recoupment, defense or other right which such Lender may have against the SwingLine Lender, the Borrower or any other Person for any reason whatsoever, (B)the occurrence or continuance of a Default, or (C) any other occurrence, eventor condition, whether or not similar to any of the foregoing; provided, however,that each Lender’s obligation to make Revolving Loans pursuant to Section2.04(c) is subject to the conditions set forth in Section4.02.No such funding of risk participations shall relieve or otherwise impair theobligation of the Borrower to repay Swing Line Loans, together with interest asprovided herein.

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(d)       Repayment of Participations.

(i)        At any time after any Lender haspurchased and funded a risk participation in a Swing Line Loan, if the SwingLine Lender receives any payment on account of such Swing Line Loan, the SwingLine Lender will distribute to such Lender its Applicable Percentage of suchpayment (appropriately adjusted, in the case of interest payments, to reflectthe period of time during which such Lender’s risk participation was funded) inthe same funds as those received by the Swing Line Lender.

(ii)       If any payment received by the Swing LineLender in respect of principal or interest on any Swing Line Loan is requiredto be returned by the Swing Line Lender under any of the circumstancesdescribed in Section 10.05 (including pursuant to any settlement enteredinto by the Swing Line Lender in its discretion), each Lender shall pay to theSwing Line Lender its Applicable Percentage thereof on demand of the AdministrativeAgent, plus interest thereon from the date of such demand to the date suchamount is returned, at a rate per annum equal to the Federal Funds Rate. TheAdministrative Agent will make such demand upon the request of the Swing LineLender. The obligations of the Lenders under this clause shall survive paymentin full of the Obligations and the termination of this Agreement.

(e)       Interest for Account of Swing LineLender. The Swing Line Lender shall be responsible for invoicing theBorrower for interest on the Swing Line Loans. Until each Lender funds its BaseRate Loan or risk participation pursuant to this Section 2.04 torefinance such Lender’s Applicable Percentage of any Swing Line Loan, interestin respect of such Applicable Percentage shall be solely for the account of theSwing Line Lender.

(f)        Payments Directly to Swing LineLender. The Borrower shall make all payments of principal and interest inrespect of the Swing Line Loans directly to the Swing Line Lender.

2.05     **Prepayments.**

(a)       The Borrower may, upon notice to theAdministrative Agent, at any time or from time to time voluntarily prepay Loansin whole or in part without premium or penalty; provided that (i) suchnotice must be received by the Administrative Agent not later than 12:00 noon(A) three Business Days prior to any date of prepayment of Eurodollar RateLoans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepaymentof Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or awhole multiple of $500,000 in excess thereof; and (iii) any prepayment of BaseRate Loans shall be in a principal amount of $500,000 or a whole multiple of$100,000 in excess thereof or, in each case, if less, the entire principalamount thereof then outstanding. Each such notice shall specify the date andamount of such prepayment and the Type(s) of Loans to be prepaid and, ifEurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.The Administrative Agent will promptly notify each

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Lender of its receipt of each such notice, and of theamount of such Lender’s Applicable Percentage of such prepayment. If suchnotice is given by the Borrower, the Borrower shall make such prepayment andthe payment amount specified in such notice shall be due and payable on thedate specified therein. Any prepayment of a Eurodollar Rate Loan shall beaccompanied by all accrued interest on the amount prepaid, together with anyadditional amounts required pursuant to Section 3.05. Each suchprepayment shall be applied to the Loans of the Lenders in accordance withtheir respective Applicable Percentages.

(b)       The Borrower may, upon notice to theSwing Line Lender (with a copy to the Administrative Agent), at any time orfrom time to time, voluntarily prepay Swing Line Loans in whole or in partwithout premium or penalty; provided that (i) such notice must bereceived by the Swing Line Lender and the Administrative Agent not later than1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall bein a minimum principal amount of $100,000. Each such notice shall specify thedate and amount of such prepayment. If such notice is given by the Borrower,the Borrower shall make such prepayment and the payment amount specified insuch notice shall be due and payable on the date specified therein.

(c)       If for any reason the Total Outstandingsat any time exceed the Aggregate Commitments then in effect, the Borrower shallimmediately prepay Loans and/or Cash Collateralize the L/C Obligations in anaggregate amount equal to such excess; provided, however, thatthe Borrower shall not be required to Cash Collateralize the L/C Obligationspursuant to this Section 2.05(c) unless after the prepayment in full ofthe Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

2.06     **Terminationor Reduction of Commitments.**The Borrower may, upon notice to theAdministrative Agent, terminate the Aggregate Commitments, or from time to timepermanently reduce the Aggregate Commitments; provided that (i) any suchnotice shall be received by the Administrative Agent not later than 12:00 noonfive Business Days prior to the date of termination or reduction, (ii) any suchpartial reduction shall be in an aggregate amount of $5,000,000 or any wholemultiple of $1,000,000 in excess thereof, (iii) the Borrower shall notterminate or reduce the Aggregate Commitments if, after giving effect theretoand to any concurrent prepayments hereunder, the Total Outstandings wouldexceed the Aggregate Commitments, and (iv) if, after giving effect to anyreduction of the Aggregate Commitments or the Letter of Credit Sublimit or theSwing Line Sublimit exceeds the amount of the Aggregate Commitments, suchsublimit shall be automatically reduced by the amount of such excess. TheAdministrative Agent will promptly notify the Lenders of any such notice oftermination or reduction of the Aggregate Commitments. Any reduction of theAggregate Commitments shall be applied to the Commitment of each Lenderaccording to its Applicable Percentage. All Commitment Fees accrued until theeffective date of any termination of the Aggregate Commitments shall be paid onthe effective date of such termination.

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**2.07   **Repaymentof Loans.

(a)       The Borrower shall repay to the Lenderson the Maturity Date the aggregate principal amount of Revolving Loans and allother Obligations outstanding on such date.

(b)       The Borrower shall repay each Swing LineLoan on the earlier to occur of (i) the date twenty Business Days after suchLoan is made and (ii) the Maturity Date.

**2.08   **Interest.

(a)       Subject to the provisions of subsection(b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstandingprincipal amount thereof for each Interest Period at a rate per annum equal tothe lesser of (y) the Highest Lawful Rate and (z) the Eurodollar Rate for suchInterest Period plus the Applicable Rate for Eurodollar Rate Loans, (ii)each Base Rate Loan shall bear interest on the outstanding principal amountthereof from the applicable borrowing date at a rate per annum equal to the lesserof (y) the Highest Lawful Rate and (z) the Base Rate plus the ApplicableRate for Base Rate Loans, and (iii) each Swing Line Loan shall bear interest onthe outstanding principal amount thereof from the applicable borrowing date ata rate per annum equal to the lesser of (y) the Highest Lawful Rate and (z) theDaily Floating LIBOR Rate plus  theApplicable Rate for Swing Line Loans.

(b)       (i)        If any amount payable by the Borrowerunder any Loan Document is not paid when due (without regard to any applicablegrace periods), whether at stated maturity, by acceleration or otherwise, suchamount shall thereafter bear interest at a fluctuating interest rate per annumat all times equal to the lesser of (y) the Default Rate and (z) the HighestLawful Rate, to the fullest extent permitted by Applicable Laws.

(ii)       Accrued and unpaid interest on past dueamounts (including interest on past due interest) shall be due and payable upondemand.

(c)       Interest on each Loan shall be due andpayable in arrears on each Interest Payment Date applicable thereto and at suchother times as may be specified herein. Interest hereunder shall be due andpayable in accordance with the terms hereof before and after judgment, andbefore and after the commencement of any proceeding under any Debtor ReliefLaw.

2.09     **Fees**.  In addition to certain fees described insubsections (i) and (j) of Section 2.03:

(a)       Commitment Fee. The Borrower shallpay to the Administrative Agent for the account of each Lender in accordancewith its Applicable Percentage, a commitment fee (the “Commitment Fee”)equal to the Applicable Rate times the actual daily amount by which theAggregate Commitments exceed the sum of (i) the Outstanding Amount of RevolvingLoans and (ii) the Outstanding Amount of L/C Obligations. The Commitment Feeshall accrue at all times during the Availability

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Period, including at any time during which one or moreof the conditions in Article IV is not met, and shall be due and payablequarterly in arrears on the tenth Business Day after the end of each March,June, September and December, commencing with the first such date to occurafter the Closing Date, and on the last day of the Availability Period. TheCommitment Fee shall be calculated quarterly in arrears, and if there is anychange in the Applicable Rate during any quarter, the actual daily amount shallbe computed and multiplied by the Applicable Rate separately for each periodduring such quarter that such Applicable Rate was in effect.

(b)       OtherFees.

(i)        The Borrower shall pay to theAdministrative Agent for its own account an annual administrative fee in theamount and at the time specified in the Fee Letter. Such fees shall be fullyearned when paid and shall not be refundable for any reason whatsoever.

(ii)       The Borrower shall pay to the Lenderssuch fees as shall have been separately agreed upon in writing in the amountsand at the times so specified. Such fees shall be fully earned when paid andshall not be refundable for any reason whatsoever, unless otherwise provided inthe applicable fee letters.

2.10     **Computationof Interest and Fees.** All computations of interest for Base RateLoans when the Base Rate is determined by Bank of America’s “prime rate” shallbe made on the basis of a year of 365 or 366 days, as the case may be, andactual days elapsed. Subject to Section 10.09, all other computations offees and interest shall be made on the basis of a 360-day year and actual dayselapsed (which results in more fees or interest, as applicable, being paid thanif computed on the basis of a 365-day year). Interest shall accrue on each Loanfor the day on which the Loan is made, and shall not accrue on a Loan, or anyportion thereof, for the day on which the Loan or such portion is paid, providedthat any Loan that is repaid on the same day on which it is made shall, subjectto Section 2.11(a), bear interest for one day. Each determination by theAdministrative Agent of an interest rate or fee hereunder shall be conclusiveand binding for all purposes, absent manifest error.

2.11     **Evidenceof Debt.**

(a)       The Credit Extensions made by each Lendershall be evidenced by one or more accounts or records maintained by such Lenderand by the Administrative Agent in the ordinary course of business. Theaccounts or records maintained by the Administrative Agent and each Lendershall be conclusive absent manifest error of the amount of the CreditExtensions made by the Lenders to the Borrower and the interest and paymentsthereon. Any failure to so record or any error in doing so shall not, however,limit or otherwise affect the obligation of the Borrower hereunder to pay anyamount owing with respect to the Obligations. In the event of any conflictbetween the accounts and records maintained by any Lender and the accounts andrecords of the Administrative Agent in respect of such matters, the accountsand records of the Administrative Agent shall control in the absence ofmanifest error. Upon the request of any Lender made through the AdministrativeAgent, the Borrower shall execute and

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deliver to such Lender (through the AdministrativeAgent) a Note, which shall evidence such Lender’s Loans in addition to suchaccounts or records. Each Lender may attach schedules to its Note and endorsethereon the date, Type (if applicable), amount and maturity of its Loans andpayments with respect thereto.

(b)       In addition to the accounts and recordsreferred to in subsection (a), each Lender and the Administrative Agent shallmaintain in accordance with its usual practice accounts or records evidencingthe purchases and sales by such Lender of participations in Letters of Creditand Swing Line Loans. In the event of any conflict between the accounts andrecords maintained by the Administrative Agent and the accounts and records ofany Lender in respect of such matters, the accounts and records of theAdministrative Agent shall control in the absence of manifest error.

2.12     **PaymentsGenerally; Administrative Agent’s Clawback.**

(a)       General. All payments to be madeby the Borrower shall be made without condition or deduction for anycounterclaim, defense, recoupment or setoff. Except as otherwise expresslyprovided herein, all payments by the Borrower hereunder shall be made to theAdministrative Agent, for the account of the respective Lenders to which suchpayment is owed, at the Administrative Agent’s Office in Dollars and inimmediately available funds not later than 2:00 p.m. on the date specifiedherein. The Administrative Agent will promptly distribute to each Lender itsApplicable Percentage (or other applicable share as provided herein) of suchpayment in like funds as received by wire transfer to such Lender’s LendingOffice. All payments received by the Administrative Agent after 2:00 p.m. shallbe deemed received on the next succeeding Business Day and any applicableinterest or fee shall continue to accrue until paid. If any payment to be madeby the Borrower shall come due on a day other than a Business Day, paymentshall be made on the next following Business Day, and such extension of timeshall be reflected in computing interest or fees, as the case may be.

(b)       (i)        Fundingby Lenders; Presumption by Administrative Agent. Unless the AdministrativeAgent shall have received notice from a Lender prior to the proposed date ofany Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing ofBase Rate Loans, prior to 12:00 noon on the date of such Borrowing) that suchLender will not make available to the Administrative Agent such Lender’s shareof such Borrowing, the Administrative Agent may assume that such Lender hasmade such share available on such date in accordance with Section 2.02(or, in the case of a Borrowing of Base Rate Loans, that such Lender has madesuch share available in accordance with and at the time required by Section2.02) and may, in reliance upon such assumption, make available to theBorrower a corresponding amount. In such event, if a Lender has not in factmade its share of the applicable Borrowing available to the AdministrativeAgent, then the applicable Lender and the Borrower severally agree to pay tothe Administrative Agent forthwith on demand such corresponding amount inimmediately available funds with interest thereon, for each day from andincluding the date such amount is made available to the Borrower to but excludingthe date of payment to the Administrative Agent, at (A) in the case of apayment

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to be made by such Lender, the Overnight Rate, and (B)in the case of a payment to be made by the Borrower, the interest rateapplicable at the time to the Loans comprised such Borrowing; provided that ifthe Borrower fails to pay such amount to the Administrative Agent within fiveBusiness Days after the date of such demand, then the Borrower shall payinterest thereon to the Administrative Agent at a rate per annum equal to theBase Rate, plus the Applicable Rate then in effect, plus 2%. If the Borrowerand such Lender shall pay such interest to the Administrative Agent for thesame or an overlapping period, the Administrative Agent shall promptly remit tothe Borrower the amount of such interest paid by the Borrower for such period.If such Lender pays its share of the applicable Borrowing to the AdministrativeAgent, then the amount so paid shall constitute such Lender’s Loan included insuch Borrowing. Any payment by the Borrower shall be without prejudice to anyclaim the Borrower may have against a Lender that shall have failed to makesuch payment to the Administrative Agent.

(ii)       Payments by Borrower; Presumptions byAdministrative Agent. Unless the Administrative Agent shall have receivednotice from the Borrower prior to the date on which any payment is due to theAdministrative Agent for the account of the Lenders or the L/C Issuer hereunderthat the Borrower will not make such payment, the Administrative Agent may assumethat the Borrower has made such payment on such date in accordance herewith andmay, in reliance upon such assumption, distribute to the Lenders or the L/CIssuer, as the case may be, the amount due. In such event, if the Borrower hasnot in fact made such payment, then each of the Lenders or the L/C Issuer, asthe case may be, severally agrees to repay to the Administrative Agentforthwith on demand the amount so distributed to such Lender or the L/C Issuer,in immediately available funds with interest thereon, for each day from andincluding the date such amount is distributed to it to but excluding the dateof payment to the Administrative Agent, at the Overnight Rate.

A notice of theAdministrative Agent to any Lender or the Borrower with respect to any amountowing under this subsection (b) shall be conclusive, absent manifest error.

(c)       Failure to Satisfy ConditionsPrecedent. If any Lender makes available to the Administrative Agent fundsfor any Loan to be made by such Lender as provided in the foregoing provisionsof this Article II, and such funds are not made available to theBorrower by the Administrative Agent because the conditions to the applicableCredit Extension set forth in Article IV are not satisfied or waived inaccordance with the terms hereof, the Administrative Agent shall return suchfunds (in like funds as received from such Lender) to such Lender, withoutinterest.

(d)       Obligations of Lenders Several.The obligations of the Lenders hereunder to make Loans, to fund participationsin Letters of Credit and Swing Line Loans and to make payments pursuant to Section10.04(c) are several and not joint. The failure of any Lender to make anyRevolving Loan, to fund any such participation or to make any payment under Section10.04(c) on any date required hereunder shall not relieve any other Lenderof its corresponding obligation to do so on such date, and no Lender shall be

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responsible for the failure of any other Lender to somake its Revolving Loan, to purchase its participation or to make its paymentunder Section 10.04(c).

(e)       Funding Source.Nothing herein shall be deemed to obligate any Lender to obtain the funds forany Loan in any particular place or manner or to constitute a representation byany Lender that it has obtained or will obtain the funds for any Loan in anyparticular place or manner.

2.13     **Sharing of Payments by Lenders.**If any Lender shall, byexercising any right of setoff or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of the Revolving Loans made byit, or the participations in L/C Obligations or Swing Line Loans held by itresulting in such Lender’s receiving payment of a proportion of the aggregateamount of such Loans or participations and accrued interest thereon greaterthan its pro rata share thereof as provided herein, then the Lenderreceiving such greater proportion shall (a) notify the Administrative Agent ofsuch fact, and (b) purchase (for cash at face value) participations in theRevolving Loans and subparticipations in L/C Obligations and Swing Line Loansof the other Lenders, or make such other adjustments as shall be equitable, sothat the benefit of all such payments shall be shared by the Lenders ratably inaccordance with the aggregate amount of principal of and accrued interest ontheir respective Revolving Loans and other amounts owing them, providedthat:

(i)        if any such participationsor subparticipations are purchased and all or any portion of the payment givingrise thereto is recovered, such participations or subparticipations shall berescinded and the purchase price restored to the extent of such recovery,without interest; and

(ii)       the provisions of thisSection shall not be construed to apply to (x) any payment made by the Borrowerpursuant to and in accordance with the express terms of this Agreement or (y)any payment obtained by a Lender as consideration for the assignment of or saleof a participation in any of its Revolving Loans or subparticipations in L/CObligations or Swing Line Loans to any assignee or participant, other than tothe Borrower or any Subsidiary thereof (as to which the provisions of thisSection shall apply).

2.14     **Increase in Commitments.**

(a)       Request for Increase.Provided there exists no Default, upon notice to the Administrative Agent(which shall promptly notify the Lenders), the Borrower may from time to time,request an increase in the Aggregate Commitments to an amount (for all suchrequests) not exceeding $150,000,000; provided that (i) any such requestfor an increase shall be in a minimum amount of $10,000,000, and (ii) theBorrower may make a maximum of three such requests. At the time of sending suchnotice, the Borrower (in consultation with the Administrative Agent) shallspecify the time period within which each Lender is requested to respond (whichshall in no event be less than ten Business Days from the date of delivery ofsuch notice to the Lenders).

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(b)       Lender Elections toIncrease. Each Lender shall notify the Administrative Agent within suchtime period whether or not it agrees to increase its Commitment and, if so,whether by an amount equal to, greater than, or less than its Applicable Percentageof such requested increase. Any Lender not responding within such time periodshall be deemed to have declined to increase its Commitment.

(c)       Notification byAdministrative Agent; Additional Lenders. The Administrative Agent shallnotify the Borrower and each Lender of the Lenders’ responses to each requestmade hereunder. To achieve the full amount of a requested increase and subjectto the approval of the Administrative Agent and the L/C Issuer (which approvalsshall not be unreasonably withheld), the Borrower may also invite additionalEligible Assignees to become Lenders pursuant to a joinder agreement in formand substance satisfactory to the Administrative Agent and its counsel.

(d)       Effective Date andAllocations. If the Aggregate Commitments are increased in accordance withthis Section, the Administrative Agent and the Borrower shall determine theeffective date (the “Increase Effective Date”) and the final allocationof such increase. The Administrative Agent shall promptly notify the Borrowerand the Lenders of the final allocation of such increase and the IncreaseEffective Date.

(e)       Conditions toEffectiveness of Increase. As a condition precedent to such increase, theBorrower shall deliver to the Administrative Agent a certificate of the Borrowerdated as of the Increase Effective Date (in sufficient copies for each Lender)signed by a Responsible Officer of the Borrower (i) certifying and attachingthe resolutions adopted by the Borrower approving or consenting to suchincrease, and (ii) in the case of the Borrower, certifying that, before andafter giving effect to such increase, (A) the representations and warrantiescontained in Article V and the other Loan Documents are true and correctin all material respects on and as of the Increase Effective Date, except tothe extent that such representations and warranties specifically refer to anearlier date, in which case they are true and correct as of such earlier date,and except that for purposes of this Section 2.14, the representationsand warranties contained in subsections (a) and (b) of Section 5.06shall be deemed to refer to the most recent statements furnished pursuant toclauses (a) and (b), respectively, of Section 6.01, and (B) no Defaultexists or would occur as a result of such increase; provided that this Section2.14(e) shall be satisfied so long as any underlying fact, matter, event orset of circumstances, individually or in the aggregate, about which anyrepresentation or warranty is false, inaccurate, misleading or incomplete as ofthe Increase Effective Date could not reasonably be expected to result in aMaterial Adverse Effect. The Borrower shall prepay any Loans outstanding on theIncrease Effective Date (and pay any additional amounts required pursuant to Section3.05) to the extent necessary to keep the outstanding Loans ratable withany revised Applicable Percentages arising from any nonratable increase in theCommitments under this Section.

(f)        Conflicting Provisions.This Section shall supersede any provisions in Section 2.13 or 10.01to the contrary.

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**ARTICLE III.TAXES, YIELD PROTECTION AND ILLEGALITY**

3.01     **Taxes.**

(a)       Payments Free of Taxes.Any and all payments by or on account of any obligation of the Borrowerhereunder or under any other Loan Document shall be made free and clear of andwithout reduction or withholding for any Indemnified Taxes or Other Taxes, providedthat if the Borrower shall be required by Applicable Law to deduct anyIndemnified Taxes (including any Other Taxes) from such payments, then (i) thesum payable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable underthis Section) the Administrative Agent, Lender or L/C Issuer, as the case maybe, receives an amount equal to the sum it would have received had no suchdeductions been made, (ii) the Borrower shall make such deductions and (iii)the Borrower shall timely pay the full amount deducted to the relevantGovernmental Authority in accordance with Applicable Law.

(b)       Payment of Other Taxesby the Borrower. Without limiting the provisions of subsection (a) above,the Borrower shall timely pay any Other Taxes to the relevant GovernmentalAuthority in accordance with Applicable Law.

(c)       Indemnification by theBorrower. The Borrower shall indemnify the Administrative Agent, eachLender and the L/C Issuer, within 10 days after demand therefor, for the fullamount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes orOther Taxes imposed or asserted on or attributable to amounts payable underthis Section) paid by the Administrative Agent, such Lender or the L/C Issuer,as the case may be, and any penalties, interest and reasonable expenses arisingtherefrom or with respect thereto, whether or not such Indemnified Taxes orOther Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority. A certificate as to the amount of such payment orliability delivered to the Borrower by a Lender or the L/C Issuer (with a copyto the Administrative Agent), or by the Administrative Agent on its own behalfor on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifesterror.

(d)       Evidence of Payments.As soon as practicable after any payment of Indemnified Taxes or Other Taxes bythe Borrower to a Governmental Authority, the Borrower shall deliver to theAdministrative Agent the original or a certified copy of a receipt issued bysuch Governmental Authority evidencing such payment, a copy of the returnreporting such payment or other evidence of such payment reasonablysatisfactory to the Administrative Agent.

(e)       Status of Lenders.Any Foreign Lender that is entitled to an exemption from or reduction ofwithholding tax under the law of the jurisdiction in which the Borrower isresident for tax purposes, or any treaty to which such jurisdiction is a party,with respect to payments hereunder or under any other Loan Document shalldeliver to the Borrower (with a copy to the Administrative Agent), at the timeor times prescribed

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by Applicable Law or reasonably requested by theBorrower or the Administrative Agent, such properly completed and executeddocumentation prescribed by Applicable Law as will permit such payments to bemade without withholding or at a reduced rate of withholding. In addition, anyLender, if requested by the Borrower or the Administrative Agent, shall deliversuch other documentation prescribed by Applicable Law or reasonably requestedby the Borrower or the Administrative Agent as will enable the Borrower or theAdministrative Agent to determine whether or not such Lender is subject tobackup withholding or information reporting requirements.

Without limiting thegenerality of the foregoing, in the event that the Borrower is resident for taxpurposes in the United States, any Foreign Lender shall deliver to the Borrowerand the Administrative Agent (in such number of copies as shall be requested bythe recipient) on or prior to the date on which such Foreign Lender becomes aLender under this Agreement (and from time to time thereafter upon the requestof the Borrower or the Administrative Agent, but only if such Foreign Lender islegally entitled to do so), whichever of the following is applicable:

(i)        duly completed copies ofInternal Revenue Service Form W-8BEN claiming eligibility for benefits of anincome tax treaty to which the United States is a party,

(ii)       duly completed copies ofInternal Revenue Service Form W-8ECI,

(iii)      in the case of a ForeignLender claiming the benefits of the exemption for portfolio interest undersection 881(c) of the Code, (x) a certificate to the effect that such ForeignLender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of theCode, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”described in section 881(c)(3)(C) of the Code and (y) duly completed copies ofInternal Revenue Service Form W-8BEN, or

(iv)      any other form prescribed byApplicable Law as a basis for claiming exemption from or a reduction in UnitedStates Federal withholding tax duly completed together with such supplementarydocumentation as may be prescribed by Applicable Law to permit the Borrower todetermine the withholding or deduction required to be made.

(f)        Treatment of CertainRefunds. If the Administrative Agent, any Lender or the L/C Issuerdetermines, in its sole discretion, that it has received a refund of any Taxesor Other Taxes as to which it has been indemnified by the Borrower or withrespect to which the Borrower has paid additional amounts pursuant to thisSection, it shall pay to the Borrower an amount equal to such refund (but onlyto the extent of indemnity payments made, or additional amounts paid, by theBorrower under this Section with respect to the Taxes or Other Taxes givingrise to such refund), net of all out-of-pocket expenses of the AdministrativeAgent, such Lender or the L/C Issuer, as the case may be, and without interest(other than any interest paid by the relevant Governmental Authority withrespect to such refund), provided that the Borrower, upon the request ofthe

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Administrative Agent, such Lender or the L/C Issuer,agrees to repay the amount paid over to the Borrower (plus any penalties,interest or other charges imposed by the relevant Governmental Authority) tothe Administrative Agent, such Lender or the L/C Issuer in the event theAdministrative Agent, such Lender or the L/C Issuer is required to repay suchrefund to such Governmental Authority. This subsection shall not be construedto require the Administrative Agent, any Lender or the L/C Issuer to makeavailable its tax returns (or any other information relating to its taxes thatit deems confidential) to the Borrower or any other Person.

3.02     **Illegality.** If any Lender determines that any Change in Lawhas made it unlawful, or that any Governmental Authority has asserted that itis unlawful, for any Lender or its applicable Lending Office to make, maintainor fund Eurodollar Rate Loans, or to determine or charge interest rates basedupon the Eurodollar Rate, or any Governmental Authority has imposed materialrestrictions on the authority of such Lender to purchase or sell, or to takedeposits of, Dollars in the London interbank market, then, on notice thereof bysuch Lender to the Borrower through the Administrative Agent, any obligation ofsuch Lender to make or continue Eurodollar Rate Loans or to convert Base RateLoans to Eurodollar Rate Loans shall be suspended until such Lender notifiesthe Administrative Agent and the Borrower that the circumstances giving rise tosuch determination no longer exist. Upon receipt of such notice, the Borrowershall, upon demand from such Lender (with a copy to the Administrative Agent),prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender toBase Rate Loans, either on the last day of the Interest Period therefor, ifsuch Lender may lawfully continue to maintain such Eurodollar Rate Loans tosuch day, or immediately, if such Lender may not lawfully continue to maintainsuch Eurodollar Rate Loans. Upon any such prepayment or conversion, theBorrower shall also pay accrued interest on the amount so prepaid or converted.

3.03     **Inability to Determine Rates.** If the Required Lendersdetermine that for any reason in connection with any request for a EurodollarRate Loan or a conversion to or continuation thereof that (a) Dollar depositsare not being offered to banks in the London interbank eurodollar market forthe applicable amount and Interest Period of such Eurodollar Rate Loan, (b)adequate and reasonable means do not exist for determining the Eurodollar Ratefor any requested Interest Period with respect to a proposed Eurodollar RateLoan, or (c) the Eurodollar Rate for any requested Interest Period with respectto a proposed Eurodollar Rate Loan does not adequately and fairly reflect thecost to such Lenders of funding such Loan, the Administrative Agent willpromptly so notify the Borrower and each Lender. Thereafter, the obligation ofthe Lenders to make or maintain Eurodollar Rate Loans shall be suspended untilthe Administrative Agent (upon the instruction of the Required Lenders) revokessuch notice. Upon receipt of such notice, the Borrower may revoke any pendingrequest for a Borrowing of, conversion to or continuation of Eurodollar RateLoans or, failing that, will be deemed to have converted such request into arequest for a Borrowing of Base Rate Loans in the amount specified therein.

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3.04     **Increased Costs; Reserves on Eurodollar Rate Loans.**

(a)       Increased CostsGenerally. If any Change in Law shall:

(i)        impose, modify or deemapplicable any reserve, special deposit, compulsory loan, insurance charge orsimilar requirement against assets of, deposits with or for the account of, orcredit extended or participated in by, any Lender (except any reserverequirement contemplated by Section 3.04(e)) or the L/C Issuer;

(ii)       subject any Lender or theL/C Issuer to any tax of any kind whatsoever with respect to this Agreement,any Letter of Credit, any participation in a Letter of Credit or any EurodollarRate Loan made by it, or change the basis of taxation of payments to suchLender or the L/C Issuer in respect thereof (except for Indemnified Taxes orOther Taxes covered by Section 3.01 and the imposition of, or any changein the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii)      impose on any Lender or theL/C Issuer or the London interbank market any other condition, cost or expenseaffecting this Agreement or Eurodollar Rate Loans made by such Lender or anyLetter of Credit or participation therein;

and the result of any of the foregoing shall be toincrease the cost to such Lender of making or maintaining any Eurodollar RateLoan (or of maintaining its obligation to make any such Loan), or to increasethe cost to such Lender or the L/C Issuer of participating in, issuing ormaintaining any Letter of Credit (or of maintaining its obligation toparticipate in or to issue any Letter of Credit), or to reduce the amount ofany sum received or receivable by such Lender or the L/C Issuer hereunder(whether of principal, interest or any other amount) then, upon request of suchLender or the L/C Issuer, the Borrower will pay to such Lender or the L/CIssuer, as the case may be, such additional amount or amounts as willcompensate such Lender or the L/C Issuer, as the case may be, for suchadditional costs incurred or reduction suffered.

(b)       Capital Requirements.If any Lender or the L/C Issuer determines that any Change in Law affectingsuch Lender or the L/C Issuer or any Lending Office of such Lender or suchLender’s or the L/C Issuer’s holding company, if any, regarding capitalrequirements has or would have the effect of reducing the rate of return onsuch Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s orthe L/C Issuer’s holding company, if any, as a consequence of this Agreement,the Commitments of such Lender or the Loans made by, or participations inLetters of Credit held by, such Lender, or the Letters of Credit issued by theL/C Issuer, to a level below that which such Lender or the L/C Issuer or suchLender’s or the L/C Issuer’s holding company could have achieved but for suchChange in Law (taking into consideration such Lender’s or the L/C Issuer’spolicies and the policies of such Lender’s or the L/C Issuer’s holding companywith respect to capital adequacy), then from time to time the Borrower will payto such Lender or the L/C Issuer, as the case may be, such additional amount oramounts as will

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compensate such Lender or the L/C Issuer or suchLender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)       Certificates forReimbursement. A certificate of a Lender or the L/C Issuer setting forththe amount or amounts necessary to compensate such Lender or the L/C Issuer orits holding company, as the case may be, as specified in subsection (a) or (b)of this Section and delivered to the Borrower shall be conclusive absentmanifest error. The Borrower shall pay such Lender or the L/C Issuer, as thecase may be, the amount shown as due on any such certificate within 10 daysafter receipt thereof.

(d)       Delay in Requests.Failure or delay on the part of any Lender or the L/C Issuer to demandcompensation pursuant to the foregoing provisions of this Section shall notconstitute a waiver of such Lender’s or the L/C Issuer’s right to demand suchcompensation, provided that the Borrower shall not be required tocompensate a Lender or the L/C Issuer pursuant to the foregoing provisions ofthis Section, if any Lender or the L/C Issuer fails to notify the Borrower ofany event which will entitle such Lender or the L/C Issuer to compensationpursuant to this Section 3.04 within 60 days after such Lender or theL/C Issuer obtains knowledge of such event, then such Lender or the L/C Issuershall not be entitled to any compensation from the Borrower for any suchincreased cost or reduction of return arising prior to the date which is 60days before the date on which such Lender or the L/C Issuer notifies theBorrower of such event.

(e)       Reserves on EurodollarRate Loans. The Borrower shall pay to each Lender, as long as such Lendershall be required to maintain reserves with respect to liabilities or assetsconsisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrencyliabilities”), additional interest on the unpaid principal amount of eachEurodollar Rate Loan equal to the actual costs of such reserves allocated tosuch Loan by such Lender (as determined by such Lender in good faith, whichdetermination shall be conclusive), which shall be due and payable on each dateon which interest is payable on such Loan, provided the Borrower shallhave received at least 10 days’ prior notice (with a copy to the AdministrativeAgent) of such additional interest from such Lender. If a Lender fails to givenotice 10 days prior to the relevant Interest Payment Date, such additionalinterest shall be due and payable 10 days from receipt of such notice.

3.05     **Compensation for Losses.** Upon demand of any Lender (with acopy to the Administrative Agent) from time to time, the Borrower shallpromptly compensate such Lender for and hold such Lender harmless from anyactual loss or expense incurred by it as a result of:

(a)       any continuation,conversion, payment or prepayment of any Loan other than a Swing Line Loan orBase Rate Loan on a day other than the last day of the Interest Period for suchLoan (whether voluntary, mandatory, automatic, by reason of acceleration, orotherwise);

(b)       any failure by the Borrower(for a reason other than the failure of such Lender to make a Loan) to prepay,borrow, continue or convert any Loan other than a Base Rate Loan on the date orin the amount notified by the Borrower; or

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(c)       any assignment of aEurodollar Rate Loan on a day other than the last day of the Interest Periodtherefor as a result of a request by the Borrower pursuant to Section 10.12;

including any loss or expense arising from theliquidation or reemployment of funds obtained by it to maintain such Loan orfrom fees payable to terminate the deposits from which such funds wereobtained. The Borrower shall also pay any customary and reasonableadministrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by theBorrower to the Lenders under this Section 3.05, each Lender shall bedeemed to have funded each Eurodollar Rate Loan made by it at the EurodollarRate for such Loan by a matching deposit or other borrowing in the Londoninterbank eurodollar market for a comparable amount and for a comparableperiod, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06     **Mitigation Obligations; Replacement of Lenders.**

(a)       Designation of aDifferent Lending Office. If any Lender requests compensation under Section3.04, or the Borrower is required to pay any additional amount to anyLender or any Governmental Authority for the account of any Lender pursuant to Section3.01, or if any Lender gives a notice pursuant to Section 3.02, thensuch Lender shall use reasonable efforts to designate a different LendingOffice for funding or booking its Loans hereunder or to assign its rights andobligations hereunder to another of its offices, branches or affiliates, if, inthe judgment of such Lender, such designation or assignment (i) would eliminateor reduce amounts payable pursuant to Section 3.01 or 3.04, asthe case may be, in the future, or eliminate the need for the notice pursuantto Section 3.02, as applicable, and (ii) in each case, would not subjectsuch Lender to any unreimbursed cost or expense and would not otherwise bedisadvantageous to such Lender. The Borrower hereby agrees to pay allreasonable costs and expenses incurred by any Lender in connection with anysuch designation or assignment.

(b)       Replacement of Lenders.If any Lender gives notice pursuant to Section 3.02, requestscompensation under Section 3.04, or if the Borrower is required to payany additional amount to any Lender or any Governmental Authority for theaccount of any Lender pursuant to Section 3.01, the Borrower may replacesuch Lender in accordance with Section 10.12.

3.07     **Matters Applicable to All Requests for Compensation.**Acertificate of the Administrative Agent or any Lender claiming compensationunder this Article III and setting forth in reasonable detail theadditional amount or amounts to be paid to it hereunder shall be conclusive inthe absence of manifest error. In determining such amount, the AdministrativeAgent or such Lender may use any reasonable averaging and attribution methods.

3.08     **Survival.**All of the Borrower’s obligations under this ArticleIII shall survive termination of the Aggregate Commitments and repayment ofall other Obligations hereunder.

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**ARTICLE IV.CONDITIONS PRECEDENT TO CREDIT EXTENSIONS**

4.01     **Conditions of Initial Credit Extension.** The obligation of eachLender to make its initial Credit Extension hereunder is subject tosatisfaction of the following conditions precedent in form and substancesatisfactory to the Administrative Agent:

(a)       The Administrative Agent’sreceipt of the following, each of which shall be originals or facsimiles(followed promptly by originals) unless otherwise specified, each properlyexecuted by a Responsible Officer of the Borrower, each dated the Closing Date(or, in the case of certificates of governmental officials, a recent datebefore the Closing Date) and each in form and substance satisfactory to theAdministrative Agent and each of the Lenders:

(i)        executed counterparts ofthis Agreement, sufficient in number for distribution to the AdministrativeAgent, each Lender and the Borrower;

(ii)       Revolving Loan Notesexecuted by the Borrower in favor of each Lender requesting a Revolving LoanNote, each in a principal amount equal to such Lender’s Commitment;

(iii)      a Swing Line Note executedby the Borrower in favor of the Swing Line Lender, in a principal amount equalto the Swing Line Sublimit;

(iv)      such certificates ofresolutions or other action, incumbency certificates and/or other certificatesof Responsible Officers of the Borrower as the Administrative Agent may requireevidencing the identity, authority and capacity of each Responsible Officerthereof authorized to act as a Responsible Officer in connection with thisAgreement and the other Loan Documents to which the Borrower is a party;

(v)       such documents andcertifications as the Administrative Agent may reasonably require to evidencethat the Borrower is duly organized or formed, and that the Borrower is validlyexisting, in good standing and qualified to engage in business in Nevada andTexas;

(vi)      a favorable opinion ofHaynes and Boone, LLP, counsel to the Borrower, addressed to the AdministrativeAgent and each Lender, as to such matters concerning the Borrower and the LoanDocuments as the Administrative Agent and its counsel may reasonably request;

(vii)     a certificate of aResponsible Officer of the Borrower either (A) attaching copies of allconsents, licenses and approvals required in connection with the execution,delivery and performance by the Borrower and the validity against the Borrowerof the Loan Documents to which it is a party, and such consents, licenses andapprovals shall be in full force and effect, or (B) stating that no suchconsents, licenses or approvals are so required;

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(viii)    a certificate signed by aResponsible Officer of the Borrower certifying (A) that the conditionsspecified in Sections 4.02(a) and (b) have been satisfied, and(B) that there has been no event or circumstance since the date of the AuditedFinancial Statements that has had or could be reasonably expected to have,either individually or in the aggregate, a Material Adverse Effect;

(ix)       UCC searches, as of aperiod ending reasonably satisfactory to the Administrative Agent, listing alleffective financing statements which name the Borrower or any of itsSubsidiaries as debtor, together with copies of such financing statements;

(x)        evidence that allinsurance required to be maintained pursuant to Section 6.04 has beenobtained and is in effect;

(xi)       financial projections for aperiod of five Fiscal Years after the Closing Date prepared by management ofthe Borrower, in form satisfactory to the Administrative Agent; and

(xii)      such other assurances,certificates, documents, consents or opinions as the Administrative Agent, theL/C Issuer, or the Required Lenders reasonably may require.

(b)       The fee set forth in theinvitation letter of the Borrower to each Lender and any other fees required tobe paid on or before the Closing Date shall have been paid, and the Fee Lettershall be in full force and effect.

(c)       Unless waived by theAdministrative Agent, the Borrower shall have paid all Attorney Costs of theAdministrative Agent (directly to such counsel if requested by theAdministrative Agent) to the extent invoiced prior to or on the Closing Date,plus such additional amounts of Attorney Costs as shall constitute itsreasonable estimate of Attorney Costs incurred or to be incurred by it throughthe closing proceedings (provided that such estimate shall not thereafterpreclude a final settling of accounts between the Borrower and theAdministrative Agent).

(d)       The Closing Date shall haveoccurred on or before October 31, 2006.

(e)       Simultaneously with theinitial Loan under this Agreement, the financial institutions under the ExistingCredit Agreement shall be paid all amounts owing them under the Existing CreditAgreement and the Existing Credit Agreement shall be concurrently terminated.

Without limiting thegenerality of the provisions of Section 9.04, for purposes of determiningcompliance with the conditions specified in this Section 4.01, eachLender that has signed this Agreement shall be deemed to have consented to,approved or accepted or to be satisfied with, each document or other matterrequired thereunder to be consented to or approved by or acceptable orsatisfactory to a Lender unless the Administrative Agent shall have receivednotice from such Lender prior to the proposed Closing Date specifying itsobjection thereto.

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4.02     **Conditions to all Credit Extensions.** The obligation of eachLender to honor any Request for Credit Extension (other than a Loan Noticerequesting only a conversion of Loans to the other Type, or a continuation ofEurodollar Rate Loans) is subject to the following conditions precedent:

(a)       The representations andwarranties of the Borrower contained in Article V or any other LoanDocument, or which are contained in any document furnished at any time under orin connection herewith or therewith, shall be true and correct in all materialrespects on and as of the date of such Credit Extension, except to the extentthat such representations and warranties specifically refer to an earlier date,in which case they shall be true and correct in all material respects as ofsuch earlier date, and except that for purposes of this Section 4.02,the representations and warranties contained in subsections (a) and (b) of Section5.06 shall be deemed to refer to the most recent statements furnishedpursuant to clauses (a) and (b), respectively, of Section 6.01;provided that this Section 4.02(a) shall be satisfied so long as anyunderlying fact, matter, event or set of circumstances, individually or in theaggregate, about which any representation or warranty is false, inaccurate,misleading or incomplete as of the date for such Credit Extension could notresult in a Material Adverse Effect.

(b)       No Default shall exist, orwould result from such proposed Credit Extension or from the application of theproceeds thereof.

(c)       The Administrative Agentand, if applicable, the L/C Issuer shall have received a Request for CreditExtension in accordance with the requirements hereof.

Each Request for CreditExtension (other than a Loan Notice requesting only a conversion of Loans tothe other Type or a continuation of Eurodollar Rate Loans) submitted by theBorrower shall be deemed to be a representation and warranty that theconditions specified in Sections 4.02(a) and (b) have beensatisfied on and as of the date of the applicable Credit Extension.

**ARTICLE V.REPRESENTATIONS AND WARRANTIES**

The Borrower representsand warrants to the Administrative Agent and the Lenders that:

5.01     **Corporate Existence and Power.** The Borrower and each of itsSubsidiaries:

(a)       is a corporation dulyorganized and validly existing under the laws of its correspondingjurisdiction;

(b)       has all requisite corporatepower and authority and all requisite governmental licenses, authorizations,consents and approvals to (i) conduct its business and to own its Propertiesexcept to the extent that the failure to obtain any such governmental license,authorization, consent or approval could not reasonably be expected to have aMaterial Adverse Effect and (ii) (with respect to the Borrower only) toexecute, deliver and perform all of its obligations under this Agreement andthe Notes; and

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(c)       is in compliance with allRequirements of Law, except to the extent that the failure to comply therewithcould not reasonably be expected to have a Material Adverse Effect.

5.02     **Corporate Authorization; No Contravention.**The execution,delivery and performance by the Borrower of this Agreement and each other LoanDocument have been duly authorized by all necessary corporate action, and donot and will not:

(a)       contravene the terms of theBorrower’s Organization Documents,

(b)       conflict with or result inany breach or contravention of, or the creation of any Lien under, (i) anydocument evidencing any Contractual Obligation to which the Borrower is a partyor (ii) any order, injunction, writ or decree of any Governmental Authority towhich the Borrower or its Property is subject; or

(c)       violate or contravene anyRequirement of Law.

5.03     **No****Additional GovernmentalAuthorization.**No approval, consent, exemption, authorization,registration or other action by, or notice to, or filing with, any GovernmentalAuthority or other third party is necessary or required in connection with theexecution, delivery or performance by, or enforcement against, the Borrower ofthis Agreement or any other Loan Document other than as have been obtainedpursuant to Section 4.01(a)(vii).

5.04     **Binding Effect.**This Agreement has been and each other LoanDocument, when delivered hereunder, will have been, duly executed and deliveredby the Borrower. This Agreement constitutes, and each other Loan Document whenso delivered will constitute, a legal, valid and binding obligation of theBorrower, enforceable against the Borrower in accordance with its terms, exceptas enforceability may be limited by applicable Debtor Relief Laws or byequitable principles relating to enforceability (regardless of whetherenforcement thereof is sought in a proceeding at law or in equity).

5.05     **Litigation.**Except as disclosed in Schedule 5.05 and,with respect to paragraph (b) below only, as otherwise disclosed by theBorrower in the financial statements delivered pursuant to Section 6.01(a),there are no actions, suits, proceedings, claims or disputes pending, or to thebest knowledge of the Borrower, threatened or contemplated, at law, in equity,in arbitration or before any Governmental Authority, by or against the Borroweror any of its Material Subsidiaries, which:

(a)       purport to affect thelegality, validity or enforceability of this Agreement or any other LoanDocument, or any of the transactions contemplated hereby or thereby; or

(b)       if determined adversely tothe Borrower or such Material Subsidiary, could reasonably be expected to havea Material Adverse Effect.

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5.06     **Financial Information; No Material Adverse Effect; NoDefault.**

(a)       The Audited FinancialStatements (copies of which have been furnished to the Administrative Agent andeach Lender) are complete and correct in all material respects, have beenprepared in accordance with GAAP and fairly present in accordance with GAAP thefinancial condition of the Borrower and its Subsidiaries as of such date andthe results of their operations for the Fiscal Year ended December 31, 2005.

(b)       The Borrower’s unauditedfinancial statements for the Fiscal Quarter ended June 30, 2006 (copies ofwhich have been furnished to the Administrative Agent and each Lender) arecomplete an correct in all material respects, have been prepared in accordancewith GAAP and fairly present in accordance with GAAP the financial condition ofthe Borrower and its Subsidiaries as of such date and the results of theiroperations for the period covered thereby, subject to (i) the absence offootnotes, (ii) normal year-end audit adjustments, and (iii) the fact that rawcorn inventories are valued at cost, rather than the lower of cost or market.

(c)       Since the date of the mostrecent audited financial statements, there has occurred no development, eventor circumstance, either individually or in the aggregate, which has had, orcould reasonably be expected to have, a Material Adverse Effect.

(d)       As of the Closing Date andthe date of each Credit Extension, neither the Borrower nor any of its MaterialSubsidiaries is in default under or with respect to any Contractual Obligationin any respect which, individually or together with all such defaults, couldreasonably be expected to have a Material Adverse Effect, or that would, ifsuch default had occurred after the Closing Date or the date of such CreditExtension, create an Event of Default under Section 8.01(e).

5.07     **Pari Passu.**The Obligations constitute direct, unconditionaland general obligations of the Borrower and rank pari passu in all respectswith all other unsecured and unsubordinated Indebtedness of the Borrower,except those ranking senior by operation of law (and not by contract oragreement).

5.08     **Taxes.** The Borrower and its Material Subsidiaries have timelyfiled all tax returns and reports required to be filed by Law, and have timelypaid all taxes, assessments, fees and other governmental charges levied orimposed upon them or their Properties, including related interest andpenalties, otherwise due and payable, except (a) those which are beingcontested in good faith by appropriate proceedings and for which adequatereserves have been provided in accordance with GAAP, and (b) those to the extentthat non-compliance therewith could not be reasonably expected, individually orin the aggregate, to have a Material Adverse Effect.

5.09     **Environmental Matters.**

(a)       The on-going operations ofthe Borrower and each of its Material Subsidiaries are in compliance in allmaterial respects with all applicable Environmental Laws except as set forth onSchedule 5.05 and except to the extent that the failure to

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comply therewith could not reasonably be expected,individually or in the aggregate, to have a Material Adverse Effect;

(b)       The Borrower and each ofits Material Subsidiaries have obtained all environmental, health and safetypermits necessary or required for its operations, all such permits are in goodstanding, and the Borrower and each of its Material Subsidiaries is incompliance with all material terms and conditions of such permits, except asset forth on Schedule 5.05 and except to the extent that the failure toobtain, and maintain in full force and effect, any such permit, or to theextent that failure to comply with the material terms thereof, could notreasonably be expected, individually or in the aggregate, to have a MaterialAdverse Effect;

(c)       To the best knowledge ofthe Borrower, after reasonable investigation, no property currently or formerlyowned or operated by the Borrower or any Material Subsidiary (including soils,groundwater, surface water, buildings or other structures) has beencontaminated with any substance that could reasonably be expected to requireinvestigations or remediation under any Environmental Law or has incurred anyliability for any release of any substance on any third party property exceptas could not reasonably be expected, individually or in the aggregate, to havea Material Adverse Effect; and

(d)       Neither the Borrower norany Material Subsidiary has received any notice, demand, letter, claim orrequest for information indicating that it may be in violation of or subject toliability under any Environmental Law or is subject to any order, decree,injunction or other arrangement with any Governmental Authority relating to anyEnvironmental Law except as set forth on Schedule 5.05 and except ascould not reasonably be expected, individually or in the aggregate, to have aMaterial Adverse Effect.

5.10     **Assets; Patents; Licenses, Etc.**

(a)       The Borrower and each ofits Material Subsidiaries have good and marketable title to all real propertythat is reasonably necessary or used in the ordinary conduct of their business.

(b)       The Borrower and each ofits Material Subsidiaries owns or are licensed or otherwise has the right touse all of the patents, contractual franchises, licenses, authorizations andother rights that are reasonably necessary for the operation of its business,without conflict with the rights of any other Person.

5.11**     Subsidiaries.**

(a)       A complete and correct listof all Material Subsidiaries of the Borrower as of the Closing Date, showingthe correct name thereof, the jurisdiction of its incorporation and thepercentage of shares of each class outstanding owned by the Borrower and eachSubsidiary of the Borrower is set forth in Schedule 5.11(a).

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(b)       A list of all agreements,which by their terms, expressly prohibit or limit the payment of dividends orother distributions to the Borrower by a Material Subsidiary or the making ofloans to the Borrower by a Material Subsidiary is set forth in Schedule5.11(b).

5.12     **Full Disclosure.**All written information other thanforward-looking information heretofore furnished by the Borrower to theAdministrative Agent or any Lender for purposes of or in connection with thisAgreement is, and all such information hereafter furnished by the Borrower tothe Administrative Agent or any Lender will be, true and accurate in allmaterial respects on the date as of which such information is stated orcertified. All written forward-looking information heretofore furnished inwriting to the Administrative Agent or the Lenders has been prepared in goodfaith based upon assumptions the Borrower believes to be reasonable. TheBorrower has disclosed to the Administrative Agent and the Lenders in writingany and all facts known to it that it believes are reasonably expected to havea Material Adverse Effect.

5.13     **Investment Company Act.**The Borrower is not, nor is itcontrolled by, an “investment company” within the meaning of the InvestmentCompany Act of 1940, as amended.

5.14     **Margin Regulations.**Neither the Borrower nor any of itsSubsidiaries is generally engaged in the business of purchasing or selling “marginstock” (as such term is defined in Regulations T, U or X of the Board ofGovernors of the Federal Reserve System of the United States) or extendingcredit for the purpose of purchasing or carrying margin stock.

5.15     **ERISA Compliance.**

(a)       Each Plan is in compliancein all material respects with the applicable provisions of ERISA, the Code andother federal or state laws. Each Plan that is intended to qualify underSection 401(a) of the Code has received a favorable determination letter fromthe IRS or an application for such a letter is currently being processed by theIRS with respect thereto and, to the best knowledge of the Borrower, nothinghas occurred which would prevent, or cause the loss of, such qualification. TheBorrower and each ERISA Affiliate have made all required contributions to eachPlan subject to Section 412 of the Code, and no application for a fundingwaiver or an extension of any amortization period pursuant to Section 412 ofthe Code has been made with respect to any Plan.

(b)       There are no pending or, tothe best knowledge off the Borrower, threatened claims, actions or lawsuits, oraction by any Governmental Authority, with respect to any Plan that could bereasonably expected to have a Material Adverse Effect. There has been noprohibited transaction or violation of the fiduciary responsibility rules withrespect to any Plan that has resulted or could be reasonably expected to resultin a Material Adverse Effect.

(c)       (i) No ERISA Event hasoccurred, or to the best knowledge of the Borrower, is reasonably expected tooccur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neitherthe Borrower nor any ERISA Affiliate has incurred, or reasonably expects toincur, any liability under Title IV of ERISA with respect to any Pension Plan(other than premiums due and not delinquent under Section 4007 of

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ERISA); (iv) neither the Borrower nor any ERISAAffiliate has incurred, or reasonably expects to incur, any liability (and noevent has occurred which, with the giving of notice, under Section 4219 ofERISA, would result in such liability) under Section 4201 or 4243 of ERISA withrespect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISAAffiliate has engaged in a transaction that could be subject to Sections 4069or 4212(c) of ERISA.

5.16     **Solvent.**The Borrower is, and the Borrower and its Subsidiariesare on a consolidated basis, Solvent.

5.17     **Taxpayer Identification Number.**The Borrower’s true andcorrect U.S. taxpayer identification number is set forth on Schedule 10.02.

5.18     **Liens.**As of the Closing Date, there are no Liens securingIndebtedness in excess of $5,000,000 in the aggregate on any inventory oraccounts receivable of the Borrower or any of its Subsidiaries.

**ARTICLE VI.AFFIRMATIVE COVENANTS**

The Borrower covenantsand agrees that for so long as any Loan or other Obligation remains unpaid orany Lender has any Commitment hereunder:

6.01     **Financial Statements and Other Information.**

(a)       The Borrower will deliverto the Administrative Agent as soon as available and in any case within 120days after the end of each Fiscal Year, consolidated financial statements forsuch Fiscal Year audited by independent accountants of recognized nationalstanding, including an annual audited consolidated balance sheet and therelated consolidated statements of income, changes in equity and changes in financialposition, prepared in accordance with GAAP consistently applied (except asotherwise discussed in the notes to such financial statements), which financialstatements shall present fairly in accordance with GAAP the financial conditionof the Borrower and its Subsidiaries as at the end of the relevant Fiscal Yearand the results of the operations of the Borrower and its Subsidiaries for suchFiscal Year, reported on by independent accountants of recognized nationalstanding.

(b)       The Borrower shall deliverto the Administrative Agent as soon as available and in any case within 60 daysafter the end of each of the first three Fiscal Quarters, unauditedconsolidated financial statements for each such quarter period for the Borrowerand its Subsidiaries, including therein an unaudited consolidated balance sheetand the related consolidated statements of income prepared in accordance withGAAP, consistently applied (except as otherwise discussed in the notes to suchstatements), which financial statements shall present fairly in accordance withGAAP the financial condition of the Borrower and its Subsidiaries as at the endof the relevant quarter and the results of the operations of the Borrower andits Subsidiaries for such quarter and for the portion of the Fiscal Year thenended except for (i) the absence of complete footnotes, (ii) normal, recurringyear-end accruals, and (iii) the fact that raw corn inventories are valued

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at cost, rather than the lower of cost or market, andotherwise subject to normal year-end adjustments.

(c)       Concurrently with thedelivery of the financial statements pursuant to paragraphs (a) and (b) above,the Borrower will deliver to the Administrative Agent a Compliance Certificatesigned by a Responsible Officer of the Borrower.

(d)       The Borrower will furnishto the Administrative Agent, promptly after they are publicly available, copiesof all financial statements and financial reports filed by the Borrower withany Governmental Authority (if such statement or reports are required to befiled for the purpose of being publicly available) or filed with any securitiesexchange and which are publicly available.

(e)       The Borrower will furnishto the Administrative Agent, promptly upon request of the Administrative Agentor any Lender (through the Administrative Agent), such additional informationregarding the business, financial or corporate affairs of the Borrower and itsMaterial Subsidiaries as the Administrative Agent or any Lender may reasonablyrequest.

Documents required to bedelivered pursuant to Section 6.01 (a) or (b) or Section6.02(c) (to the extent any such documents are included in materialsotherwise filed with the SEC) may be delivered electronically and if sodelivered, shall be deemed to have been delivered on the date (i) on which theBorrower posts such documents, or provides a link thereto on the Borrower’swebsite on the Internet at the website address listed on Schedule 10.02;or (ii) on which such documents are posted on the Borrower’s behalf onIntraLinks/IntraAgency or another relevant website, if any, to which eachLender and the Administrative Agent have access (whether a commercial,third-party website or whether sponsored by the Administrative Agent); providedthat; (i) the Borrower shall deliver paper copies of such documents to theAdministrative Agent or any Lender that requests the Borrower to deliver suchpaper copies until a written request to cease delivering paper copies is givenby the Administrative Agent or such Lender and (ii) the Borrower shall notify(which may be by facsimile or electronic mail) the Administrative Agent andeach Lender of the posting of any such documents and provide to theAdministrative Agent by electronic mail electronic versions (i.e., softcopies) of such documents. The Administrative Agent shall have no obligation torequest the delivery or to maintain copies of the documents referred to above,and in any event shall have no responsibility to monitor compliance by theBorrower with any such request for delivery, and each Lender shall be solelyresponsible for requesting delivery to it or maintaining its copies of suchdocuments.

6.02     **Notice of Default and Litigation.**The Borrower will furnish tothe Administrative Agent, not later than five Business Days after the Borrowerobtains knowledge thereof (and the Administrative Agent will notify each Lenderthereof):

(a)       notice of any Default orEvent of Default, signed by a Responsible Officer, describing such Default orEvent of Default and the steps that the Borrower proposes to take in connectiontherewith;

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(b)       notice of any litigation,action or proceeding pending or threatened against the Borrower or any of itsMaterial Subsidiaries before any Governmental Authority, in which there is aprobability of success by the plaintiff on the merits and which, if determinedadversely to the Borrower or such Subsidiary, individually or in the aggregate,could be reasonably expected to have a Material Adverse Effect;

(c)       notice of the modificationof any consent, license, approval or authorization referred to in Section4.01(a)(vii); and

(d)       the occurrence of any ERISAEvent that, alone or together with any other ERISA Events that have occurred,could reasonably be expected to result in liability of the Borrower and itsSubsidiaries in an aggregate amount exceeding $5,000,000.

6.03     **Maintenance of Existence; Conduct of Business.**

(a)       The Borrower will, and willcause each of its Material Subsidiaries to (i) maintain in effect its corporateexistence and all registrations necessary therefor; (ii) take all reasonableactions to maintain all rights, privileges, titles to property, franchises andthe like necessary or desirable in the normal conduct of its business,activities or operations; and (iii) keep all its Property in good working orderor condition; provided, however, that this covenant shall notprohibit any transaction by the Borrower or any of its Material Subsidiariesotherwise permitted under Section 7.03 nor require the Borrower tomaintain any such right, privilege, title to property or franchise or topreserve the corporate existence of any Subsidiary, if the Borrower shalldetermine in good faith that the maintenance or preservation thereof is nolonger desirable in the conduct of the business of the Borrower or its MaterialSubsidiaries and that the loss thereof could not reasonably be expected to havea Material Adverse Effect.

(b)       The Borrower will, and willcause its Material Subsidiaries to, continue to engage in business of the samegeneral type as now conducted by the Borrower and its Material Subsidiaries.

6.04     **Insurance.**The Borrower will, and will cause each of itsSubsidiaries to, maintain insurance with financially sound, responsible andreputable insurance companies in such amounts and covering such risks as areusually carried by companies of good repute engaged in similar businesses andowning and/or operating properties similar to those owned and/or operated bythe Borrower or such Subsidiary, as the case may be, in the same general areasin which the Borrower or such Subsidiary owns and/or operates its properties;provided that the Borrower and its Subsidiaries shall not be required tomaintain such insurance if the failure to maintain such insurance could notreasonably be expected to have a Material Adverse Effect.

6.05     **Maintenance of Governmental Approvals.**The Borrower willmaintain in full force and effect all governmental approvals, consents,licenses and authorizations which may be necessary or appropriate under anyApplicable Law or regulation for the conduct of its business (except that thefailure to maintain any such approval, consent, license or authorization couldnot reasonably be expected to have a Material Adverse Effect) or for theperformance of this

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Agreement and for the validity or enforceability hereof.The Borrower will file all applications necessary for, and shall use itsreasonable best efforts to obtain, any additional authorization as soon aspossible after determination that such authorization or approval is requiredfor the Borrower to perform its obligations hereunder.

6.06     **Use of Proceeds.**

(a)       The Borrower will instructthe Administrative Agent to pay, on or immediately after the Closing Date, theproceeds of a portion of the Loans to repay the Existing Credit Agreement.

(b)       The Borrower will use theproceeds of the Loans for general working capital purposes and for generalcorporate purposes, including the refinancing of existing Indebtedness.

6.07     **Application of Cash Proceeds from Sales and Other Dispositions.**TheBorrower will, and will cause each of its Subsidiaries to, apply 100% of thenet cash proceeds received from any sale, conveyance, transfer or Dispositionof assets (including from any sale, conveyance, transfer or Dispositionresulting from casualty or condemnation, and including any amounts receivedunder any insurance policy representing any insurance payments that have notbeen and will not be applied in payment for repairs or for the replacement ofany Property which has been damaged or destroyed) to (a) the repayment of anyIndebtedness then outstanding, (b) investment in assets relating to theBorrower’s Core Business, or (c) any combination thereof.

6.08     **Payment of Obligations.**The Borrower will, and will cause eachof its Material Subsidiaries to, pay all taxes, assessments and othergovernmental charges imposed upon it or any of its Property in respect of anyof its franchises, businesses, income or profits before any penalty or interestaccrues thereon, and pay all claims (including claims for labor, services,materials and supplies) for sums which have become due and payable and which bylaw have or might become a Lien upon its Property, except if the failure tomake such payment has no reasonable likelihood of having a Material AdverseEffect or if such charge or claim is being contested in good faith byappropriate provision promptly initiated and diligently conducted and if suchreserves or other appropriate provision, if any, as shall be required by GAAPshall have been made therefor.

6.09     **Pari Passu.**The Borrower will cause the Loans and L/CBorrowings to rank pari passu in all respects with all other unsecured andunsubordinated Indebtedness of the Borrower, except those ranking senior byoperation of law (and not by contract or agreement).

6.10     **Compliance with Laws.**The Borrower will, and will cause eachof its Material Subsidiaries to, comply in all respects with all applicableRequirements of Law, including all applicable Environmental Laws and allRequirements of Law relating to ERISA, except where the necessity of compliancetherewith is contested in good faith by appropriate proceedings promptlyinitiated and diligently conducted and if such reserves or other appropriateprovision, if any, as shall be required by GAAP shall have been made thereforexcept where any non-compliance could not reasonably be expected to have aMaterial Adverse Effect.

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6.11**     Maintenance of Books andRecords.**

(a)       The Borrower will, and willcause each of its Material Subsidiaries to, maintain books, accounts and otherrecords in accordance with GAAP.

(b)       The Borrower will, and willcause each Material Subsidiary to, permit representatives of the AdministrativeAgent to visit and inspect any of their respective properties and to examinetheir respective corporate, financial and operating books and records, all atsuch reasonable times during normal business hours and as often as may bereasonable desired upon reasonable advance notice to the Borrower or suchSubsidiary; provided, however, that when an Event of Defaultexists the Administrative Agent may do any of the foregoing at the expense ofthe Borrower at any time during normal business hours and without advancenotice.

6.12     **Further Assurances.**The Borrower will, at its own cost andexpense, execute and deliver to the Administrative Agent all such otherdocuments, instruments and agreements and do all such other acts and things asmay be reasonably required in the opinion of the Administrative Agent or itscounsel, to enable the Administrative Agent or any Lender to exercise andenforce its rights under this Agreement and any Note and to carry out theintent of this Agreement.

**ARTICLEVII. NEGATIVE COVENANTS**

So long as any Lendershall have any Commitment hereunder, any Loan or other Obligation hereundershall remain unpaid or unsatisfied, or any Letter of Credit shall remainoutstanding:

7.01     **Negative Pledge.**The Borrower will not, and will not permitany of its Material Subsidiaries to, directly or indirectly, create, incur,assume or suffer to exist any Lien upon or with respect to any of its presentor future Property, except:

(a)       any Lien on any Propertyexisting on the Closing Date;

(b)       a Lien on any assetsecuring all of any part of the purchase price of property or assets (excludinginventories and accounts receivable) acquired or any portion of the cost ofconstruction, development, alteration or improvement of any property, facilityor asset or Indebtedness incurred or assumed solely for the purpose offinancing all of any part of the cost of acquiring or constructing, developing,altering or improving such property, facility or asset, which Lien attachedsolely to such property, facility or asset during the period that suchproperty, facility or asset was being constructed, developed, altered orimproved or concurrently with or within 120 days after the acquisition,construction, development, alteration or improvement thereof;

(c)       Liens of a Subsidiaryexisting prior to the time such Subsidiary became a Subsidiary of the Borrowerwhich (i) do not secure Indebtedness exceeding the aggregate principal amountof Indebtedness subject to such Lien prior to the time such Subsidiary became aSubsidiary of the Borrower, (ii) do not attach to any Property other than the

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Property attached pursuant to such Lien prior to thetime such Subsidiary became a Subsidiary of the Borrower, and (iii) were notcreated in contemplation of such Subsidiary becoming a Subsidiary of theBorrower;

(d)       any Lien on any Propertyexisting thereon at the time of the acquisition of such Property and notcreated in connection with or in contemplation of such acquisition;

(e)       any Lien on any Propertysecuring an extension, renewal, refunding or replacement of Indebtedness or aline of credit secured by a Lien referred to in clauses (a), (b), (c) or (d)above; provided that such new Lien is limited to the Property which was subjectto the prior Lien immediately before such extension, renewal, refunding orreplacement, and provided that the principal amount of Indebtedness or theamount of the line of credit secured by the prior Lien is not increasedimmediately before or in contemplation of or in connection with such extension,renewal, refunding or replacement;

(f)        any Lien securing taxes,assessments and other governmental charges, the payment of which is not yet dueor the payment of which is being contested in good faith by appropriateproceedings promptly initiated and diligently conducted and for which suchreserves or other appropriate provision, if any, as shall be required by GAAPor, in the case of Material Subsidiaries organized under laws of any otherjurisdiction, the applicable GAAP therein, shall have been made;

(g)       Liens incurred or depositsmade in the ordinary course of business in connection with workers’compensation, unemployment insurance and other types of social security;

(h)       statutory Liens oflandlords and Liens of carriers, warehouseman, mechanics, materialmen,repairmen or the like arising in the ordinary course of business for sums notyet due or the payment of which is being contested in good faith by appropriateproceedings promptly initiated and diligently conducted and for which suchreserves or other appropriate provision, if any, as shall be required by GAAPor, in the case of Material Subsidiaries organized under the laws of any otherjurisdiction, the applicable GAAP therein, shall have been made;

(i)        any Lien created byattachment or judgment, unless the judgment it secures shall not, within 60days after the entry thereof, have been discharged or execution thereof stayedpending appeal, or shall not have been discharged within 60 days after theexpiration of any such stay;

(j)        any Lien created inconnection with any Swap Contract;

(k)       easements, right of wayrestrictions, minor defects or other irregularities in title or other similarcharges or encumbrances not interfering in any material way with the ordinarycourse of the Borrower’s or any of its Subsidiaries’ businesses;

(l)        Liens related to CapitalLeases;

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(m)      bankers’ Liens in the natureof rights of set-off arising in the ordinary course of business of the Borroweror any of its Subsidiaries;

(n)       Liens incurred inconnection with the financing of insurance premiums;

(o)       Liens on Property that isthe subject of project financing and non-recourse trade financing transactionsin which the lender is materially reliant on the project or transaction forrepayment;

(p)       Liens on cash andinvestments where the lender thereof effects advances in equal amounts,relating to interest arbitrage or tax structuring; and

(q)       Liens not otherwisepermitted by this Section 7.01 securing amounts not in excess (in theaggregate) at any one time of the greater of (a) $50,000,000, or (b) 15% of theConsolidated Tangible Net Worth of the Borrower.

7.02     **Investments.**The Borrower will not, andwill not permit any of its Material Subsidiaries to, make any Investment,except:

(a)       Investments existing on thedate hereof;

(b)       Investments relating to theBorrower’s Core Business;

(c)       Cash EquivalentInvestments;

(d)       Investments by the Borrowerin any Subsidiary or by any Material Subsidiary in the Borrower or in anySubsidiary;

(e)       Investments consisting ofextensions of credit in the nature of accounts receivable or notes receivablearising from the sale or lease of goods or services in the ordinary course ofbusiness;

(f)        Capital Expenditures; and

(g)       subject to the limitationsset forth in Section 7.06 and 7.08, Contingent Obligations inrespect of its Subsidiaries.

7.03     **Mergers, Consolidations, Sales and Leases**. The Borrower willnot merge or consolidate with or into, or convey, transfer or lease itsproperties and assets substantially as an entirety to any Person, unlessimmediately after giving effect to any merger or consolidation:

(a)       no Default or Event ofDefault has occurred and is continuing; and

(b)       the Borrower shall be thecontinuing or surviving Person.

7.04     **Restricted Payments.**The Borrower will not, and will notpermit any Subsidiary to, declare or make, directly or indirectly, anyRestricted Payment, or incur any obligation (contingent or otherwise) to do so,if a Default or Event of Default has occurred and is continuing or would resulttherefrom.

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Notwithstanding theforegoing limitation, the Borrower or any Subsidiary may declare or make thefollowing Restricted Payments:

(a)       each Subsidiary may makeRestricted Payments to the Borrower and to Wholly-Owned Subsidiaries; and

(b)       the Borrower and eachSubsidiary may declare and make dividend payments or other distributionspayable solely in the common Equity Interests of such Person.

7.05     **Limitations on Ability to Prohibit Dividend Payments by Subsidiaries.**TheBorrower will not, and will not permit its Material Subsidiaries to, enter intoany agreement that, by its terms, expressly prohibits the payment of dividendsor other distributions to the Borrower or the making of loans to the Borrower,other than in connection with the renewal or extension of any agreement listedin Schedule 5.11(b); provided that (a) the restrictions or prohibitionsunder such agreement are not increased as a result of such renewal or extensionand (b) in connection with any such renewal or extension of an agreement thatdoes not already contain any such prohibition, the Borrower will not, and willnot permit its Material Subsidiaries to, agree to or accept the including ofsuch prohibition.

7.06     **Limitation of Incurrence of Indebtedness by Subsidiaries.**TheBorrower will not permit any Subsidiary of the Borrower to create, incur,assume or suffer to exist any Indebtedness if, at the time of such incurrenceand after giving pro forma effect thereto, the aggregate Indebtedness of allSubsidiaries of the Borrower would exceed an amount equal to 25% of theIndebtedness of the Borrower and its Subsidiaries.

7.07     **Transaction with Affiliates.**The Borrower will not, and willnot cause or permit any Material Subsidiary to, enter into any transaction withany Affiliate of the Borrower, except upon fair and reasonable terms no lessfavorable to the Borrower or such Subsidiary than are obtainable in acomparable arm’s-length transaction with a Person not an Affiliate of theBorrower or such Subsidiary.

7.08     **No Subsidiary Guarantees of Certain Indebtedness.**Except asset forth on Schedule 7.08 and in connection with its purchase of cornfor its corn flour production or wheat for its wheat flour production, theBorrower will not permit any of its Material Subsidiaries, directly orindirectly, to guarantee or otherwise become liable or responsible for, in anymanner, any Indebtedness of the Borrower.

7.09     **Interest Coverage Ratio.**The Borrower shall not permit itsInterest Coverage Ratio, as determined for any Measurement Period, to be lessthan 2.00 to 1.00.

7.10     **Maximum Leverage Ratio.**The Borrower shall not permit itsLeverage Ratio, as determined for any Measurement Period, to be greater than3.00 to 1.00.

7.11     **Consolidated Tangible Net Worth.**The Borrower shall not permitits Consolidated Tangible Net Worth to be less than $240,000,000 as of the lastday of any Fiscal Quarter.

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**ARTICLE VIII.EVENTS OF DEFAULT AND REMEDIES**

8.01     **Events of Default.** Any of the following shall constitute anEvent of Default:

(a)       Non-Payment. TheBorrower fails to pay (i) when and as required to be paid herein, any amount ofprincipal of any Loan or L/C Obligation, or (ii) within five days after thesame becomes due, any interest or any other amount payable hereunder or underany other Loan Document; or

(b)       Representation orWarranty. Any representation or warranty by the Borrower made herein or inany other Loan Document, or which is contained in any certificate, document orfinancial or other statement by the Borrower of any Responsible Officer of theBorrower, furnished at any time under this Agreement or any other LoanDocument, is incorrect in any material respect on or as of the date made; or

(c)       Specific Defaults.The Borrower fails to perform or observe any term, covenant or agreementcontained in Section 6.02(a), 6.03, 6.05, 6.06 or 6.09,fails to perform or observe any term, covenant or agreement contained in ArticleVII (other than Section 7.05, 7.07, or 7.08); or

(d)       Other Defaults. TheBorrower fails to perform or observe any other term or covenant contained inthis Agreement or in any other Loan Document, and such default continuesunremedied for a period of 30 days after the date upon which written noticethereof is given to the Borrower by the Administrative Agent or any Lender; or

(e)       Cross-Default. TheBorrower or any of its Material Subsidiaries (i) fails to make any payment inrespect of any Indebtedness (other than Indebtedness hereunder and under theNotes), letter of credit facility or Swap Contract having an aggregateprincipal amount (including undrawn committed or available amounts andincluding amounts owing to all creditors under any combined or syndicatedcredit arrangement or,in thecase of a Swap Contract, a net liability) of more than $15,000,000 (or theequivalent in another currency) when due (whether by scheduled maturity,required prepayment, acceleration, demand or otherwise) and such failurecontinues after any applicable grace period specified in the agreement orinstrument relating to such Indebtedness; or (ii) fails to perform or observeany other condition or covenant, or any other event shall occur or conditionexist under any agreement relating to any such Indebtedness, letter of creditfacility or Swap Contract and such failure continues after the applicable graceperiod, if any, specified in the relevant document or the date of such failureif the effect of such failure, event or condition is to cause, or to permit theholders of such Indebtedness, letter of credit facility or Swap Contract tocause such liability to be repurchased, prepaid, defeased, redeemed or declareddue prior to its stated maturity;

(f)        Insolvency Proceedings.Etc. The Borrower or any of its Material Subsidiaries institutes orconsents to the institution of any proceeding under any Debtor Relief Law inwhich such Person is the debtor, or makes an assignment for the benefit ofcreditors; or applies for or consents to the appointment of any receiver,trustee, custodian,

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conservator, liquidator, rehabilitator or similarofficer for it or for all or any material part of its property; or anyreceiver, trustee, custodian, conservator, liquidator, rehabilitator or similarofficer is appointed without the application or consent of such Person and theappointment continues undischarged or unstayed for 90 calendar days; or anyproceeding under any Debtor Relief Law relating to any such Person or to all orany material part of its property is instituted without the consent of such Personand continues undismissed or unstayed for 90 calendar days, or an order forrelief is entered in any such proceeding; or

(g)       Monetary Judgments.One or more judgments, orders, attachments, decrees or arbitration awards areentered against the Borrower or any of its Material Subsidiaries involving inthe aggregate a liability (to the extent not covered by independent third-partyinsurance as to which the insurer does not dispute coverage) as to any singleor related series of transactions, incidents or conditions, of $15,000,000 (orthe equivalent in another currency) or more, and the same shall remainunsatisfied, unvacated or unstayed pending appeal for a period of 90 days afterthe entry thereof; or

(h)       Unenforceability.This Agreement or any of the Notes for any reason ceases to be in full forceand effect in accordance with its respective terms or the binding effect orenforceability thereof is contested by the Borrower, or the Borrower deniesthat it has any further liability or obligation hereunder or thereunder or inrespect thereof or thereof; or

(i)        Change of Control.There occurs any Change of Control.

8.02     **Remedies Upon Event of Default.**If any Event of Default occursand is continuing, the Administrative Agent shall, at the request of, or may,with the consent of, the Required Lenders, take any or all of the followingactions:

(a)       declare the commitment ofeach Lender to make Loans and any obligation of the L/C Issuer to make L/CCredit Extensions to be terminated, whereupon such commitments and obligationshall be terminated;

(b)       declare the unpaidprincipal amount of all outstanding Loans, all interest accrued and unpaidthereon, and all other amounts owing or payable hereunder or under any otherLoan Document to be immediately due and payable, without presentment, demand,protest or other notice of any kind, all of which are hereby expressly waivedby the Borrower;

(c)       require that the BorrowerCash Collateralize the L/C Obligations (in an amount equal to the thenOutstanding Amount thereof); and

(d)       exercise on behalf ofitself, the Lenders and the L/C Issuer all rights and remedies available to it,the Lenders and the L/C Issuer under the Loan Documents or Applicable Law;

provided, however, that uponthe occurrence of an actual or deemed entry of an order for relief with respectto the Borrower under the Bankruptcy Code of the United States, the obligationof each Lender to make Loans and any obligation of the L/C Issuer to make L/CCredit Extensions

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shall automatically terminate, the unpaid principalamount of all outstanding Loans and all interest and other amounts as aforesaidshall automatically become due and payable, and the obligation of the Borrowerto Cash Collateralize the L/C Obligations as aforesaid shall automaticallybecome effective, in each case without further act of the Administrative Agentor any Lender.

8.03     **Application of Funds.**After the exercise of remedies providedfor in Section 8.02 (or after the Loans have automatically becomeimmediately due and payable and the L/C Obligations have automatically beenrequired to be Cash Collateralized as set forth in the proviso to Section8.02), any amounts received on account of the Obligations shall be appliedby the Administrative Agent in the following order:

First,to payment of that portion of the Obligations constituting fees, indemnities,expenses and other amounts (including Attorney Costs and amounts payable under ArticleIII) payable to the Administrative Agent in its capacity as such;

Second,to payment of that portion of the Obligations constituting fees, indemnitiesand other amounts (other than principal and interest) payable to the Lendersand the L/C Issuer (including Attorney Costs and amounts payable under ArticleIII), ratably among them in proportion to the amounts described in thisclause Second payable to them;

Third,to payment of that portion of the Obligations constituting accrued and unpaidinterest on the Loans and L/C Borrowings, ratably among the Lenders inproportion to the respective amounts described in this clause Thirdpayable to them;

Fourth,to payment of that portion of the Obligations constituting unpaid principal ofthe Loans and, L/C Borrowings, ratably among the Lenders in proportion to therespective amounts described in this clause Fourth held by them;

Fifth,to the Administrative Agent for the account of the L/C Issuer, to CashCollateralize that portion of L/C Obligations comprised of the aggregateundrawn amount of Letters of Credit;

Sixth,to payment of any other Obligations, ratably among the Lenders in proportion tothe respective amounts described in this clause Sixth payable to them;and

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

Subject to Section 2.03(c), amounts used toCash Collateralize the aggregate undrawn amount of Letters of Credit pursuantto clause Fifth above shall be applied to satisfy drawings under suchLetters of Credit as they occur. If any amount remains on deposit as Cash Collateralafter all Letters of Credit have either been fully drawn or expired, suchremaining amount shall be applied to the other Obligations, if any, in theorder set forth above, and the balance, if any, after all of the Obligationshave been indefeasibly paid in full, shall be paid to the Borrower or asotherwise required by Law.

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**ARTICLE IX.ADMINISTRATIVE AGENT**

9.01     **Appointment and Authority.**

Each of the Lenders andthe L/C Issuer hereby irrevocably appoints Bank of America to act on its behalfas the Administrative Agent hereunder and under the other Loan Documents andauthorizes the Administrative Agent to take such actions on its behalf and toexercise such powers as are delegated to the Administrative Agent by the termshereof or thereof, together with such actions and powers as are reasonablyincidental thereto. The provisions of this Article are solely for the benefitof the Administrative Agent, the Lenders and the L/C Issuer, and the Borrowershall not have rights as a third party beneficiary of any of such provisions.

9.02     **Rights as a Lender.**The Person serving as the AdministrativeAgent hereunder shall have the same rights and powers in its capacity as aLender as any other Lender and may exercise the same as though it were not theAdministrative Agent and the term “Lender” or “Lenders” shall, unless otherwiseexpressly indicated or unless the context otherwise requires, include thePerson serving as the Administrative Agent hereunder in its individualcapacity. Such Person and its Affiliates may accept deposits from, lend moneyto, act as the financial advisor or in any other advisory capacity for andgenerally engage in any kind of business with the Borrower or any Subsidiary orother Affiliate thereof as if such Person were not the Administrative Agenthereunder and without any duty to account therefor to the Lenders.

9.03     **Exculpatory Provisions.**The Administrative Agent shall nothave any duties or obligations except those expressly set forth herein and inthe other Loan Documents. Without limiting the generality of the foregoing, theAdministrative Agent:

(a)       shall not be subject to anyfiduciary or other implied duties, regardless of whether a Default has occurredand is continuing;

(b)       shall not have any duty totake any discretionary action or exercise any discretionary powers, exceptdiscretionary rights and powers expressly contemplated hereby or by the otherLoan Documents that the Administrative Agent is required to exercise asdirected in writing by the Required Lenders (or such other number or percentageof the Lenders as shall be expressly provided for herein or in the other LoanDocuments), provided that the Administrative Agent shall not be requiredto take any action that, in its opinion or the opinion of its counsel, mayexpose the Administrative Agent to liability or that is contrary to any LoanDocument or Applicable Law; and

(c)       shall not, except asexpressly set forth herein and in the other Loan Documents, have any duty todisclose, and shall not be liable for the failure to disclose, any informationrelating to the Borrower or any of its Affiliates that is communicated to orobtained by the Person serving as the Administrative Agent or any of itsAffiliates in any capacity.

The Administrative Agentshall not be liable for any action taken or not taken by it (i) with theconsent or at the request of the Required Lenders (or such other number orpercentage of the Lenders as shall be necessary, or as the Administrative Agentshall believe in

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good faith shall be necessary, under the circumstancesas provided in Sections 10.01 and 8.02) or (ii) in the absence ofits own gross negligence or willful misconduct. The Administrative Agent shallbe deemed not to have knowledge of any Default unless and until noticedescribing such Default is given to the Administrative Agent by the Borrower, aLender or the L/C Issuer.

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

9.04     **Reliance by Administrative Agent.**

The Administrative Agentshall be entitled to rely upon, and shall not incur any liability for relyingupon, any notice, request, certificate, consent, statement, instrument,document or other writing (including any electronic message, Internet orintranet website posting or other distribution) believed by it to be genuineand to have been signed, sent or otherwise authenticated by the proper Person.The Administrative Agent also may rely upon any statement made to it orally orby telephone and believed by it to have been made by the proper Person, andshall not incur any liability for relying thereon. In determining compliancewith any condition hereunder to the making of a Loan, or the issuance of aLetter of Credit, that by its terms must be fulfilled to the satisfaction of aLender or the L/C Issuer, the Administrative Agent may presume that suchcondition is satisfactory to such Lender or the L/C Issuer unless theAdministrative Agent shall have received notice to the contrary from suchLender or the L/C Issuer prior to the making of such Loan or the issuance ofsuch Letter of Credit. The Administrative Agent may consult with legal counsel(who may be counsel for the Borrower), independent accountants and otherexperts selected by it, and shall not be liable for any action taken or nottaken by it in accordance with the advice of any such counsel, accountants orexperts.

9.05     **Delegation of Duties.**The Administrative Agent may perform anyand all of its duties and exercise its rights and powers hereunder or under anyother Loan Document by or through any one or more sub-agents appointed by theAdministrative Agent. The Administrative Agent and any such sub-agent mayperform any and all of its duties and exercise its rights and powers by orthrough their respective Related Parties. The exculpatory provisions of thisArticle shall apply to any such sub-agent and to the Related Parties of theAdministrative Agent and any such sub-agent, and shall apply to theirrespective activities in connection with the syndication of the creditfacilities provided for herein as well as activities as Administrative Agent.

9.06     **Resignation of Administrative Agent.**The Administrative Agentmay at any time give notice of its resignation to the Lenders, the L/C Issuerand the Borrower. Upon receipt of any such notice of resignation, the RequiredLenders shall have the right, subject to the prior approval of the Borrower atall times other than during the existence of an Event of Default

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(which consent of the Borrower shall not beunreasonably withheld or delayed), to appoint a successor, which shall be abank with an office in the United States, or an Affiliate of any such bank withan office in the United States. If no such successor shall have been soappointed by the Required Lenders and shall have accepted such appointmentwithin 60 days after the retiring Administrative Agent gives notice of itsresignation, then the retiring Administrative Agent shall on behalf of theLenders and the L/C Issuer, subject to the prior approval of the Borrower atall times other than during the existence of an Event of Default (which consentof the Borrower shall not be unreasonably withheld or delayed), appoint asuccessor Administrative Agent meeting the qualifications set forth above; providedthat if the Administrative Agent shall notify the Borrower and the Lenders thatno qualifying Person has accepted such appointment, then such resignation shallnonetheless become effective in accordance with such notice and (1) theretiring Administrative Agent shall be discharged from its duties andobligations hereunder and under the other Loan Documents (except that in thecase of any funds in the L/C Cash Collateral Account held by the AdministrativeAgent, the retiring Administrative Agent shall continue to hold such fundsuntil such time as a successor Administrative Agent is appointed) and (2) allpayments, communications and determinations provided to be made by, to orthrough the Administrative Agent shall instead be made by or to each Lender andthe L/C Issuer directly, until such time as the Required Lenders appoint asuccessor Administrative Agent as provided for above in this Section; providedfurther that so long as no Event of Default has occurred, the retiringAdministrative Agent shall use good faith efforts to assist the Required Lendersand the Borrower in locating a successor Administrative Agent. Upon theacceptance of a successor’s appointment as Administrative Agent hereunder, suchsuccessor shall succeed to and become vested with all of the rights, powers,privileges and duties of the retiring Administrative Agent, and the retiringAdministrative Agent shall be discharged from all of its duties and obligationshereunder or under the other Loan Documents. The fees payable by the Borrowerto a successor Administrative Agent shall be the same as those payable to itspredecessor unless otherwise agreed between the Borrower and such successor.After the retiring Administrative Agent’s resignation hereunder and under theother Loan Documents, the provisions of this Article and Section 10.04shall continue in effect for the benefit of such retiring Administrative Agent,its sub-agents and their respective Related Parties in respect of any actionstaken or omitted to be taken by any of them while the retiring AdministrativeAgent was acting as Administrative Agent.

Any resignation by Bankof America as Administrative Agent pursuant to this Section shall alsoconstitute its resignation as L/C Issuer and Swing Line Lender. Upon theacceptance of a successor’s appointment as Administrative Agent hereunder, (a)such successor shall succeed to and become vested with all of the rights,powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender,(b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all oftheir respective duties and obligations hereunder or under the other LoanDocuments, and (c) the successor L/C Issuer shall issue letters of credit insubstitution for the Letters of Credit, if any, outstanding at the time of suchsuccession or make other arrangements satisfactory to the retiring L/C Issuerto effectively assume the obligations of the retiring L/C Issuer with respectto such Letters of Credit.

9.07     **Non-Reliance on Administrative Agent and Other Lenders.**EachLender and the L/C Issuer acknowledges that it has, independently and withoutreliance upon the Administrative Agent or any other Lender or any of theirRelated Parties and based on such

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documents and information as it has deemedappropriate, made its own credit analysis and decision to enter into thisAgreement. Each Lender and the L/C Issuer also acknowledges that it will,independently and without reliance upon the Administrative Agent or any otherLender or any of their Related Parties and based on such documents andinformation as it shall from time to time deem appropriate, continue to makeits own decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or any related agreement or any documentfurnished hereunder or thereunder.

9.08     **No****Other Duties, Etc.**Anythingherein to the contrary notwithstanding, the documentation agent listed on thecover page hereof shall not have any powers, duties or responsibilities underthis Agreement or any of the other Loan Documents, except in its capacity, asapplicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.Without limiting the foregoing, none of the Lenders or other Persons soidentified shall have or be deemed to have any fiduciary relationship with anyLender. Each Lender acknowledges that it has not relied, and will not rely, onany of the Lenders or other Persons so identified in deciding to enter intothis Agreement or in taking or not taking action hereunder.

9.09     **Administrative Agent May File Proofs of Claim.**In case of thependency of any proceeding under any Debtor Relief Law or any other judicialproceeding relative to the Borrower, the Administrative Agent (irrespective ofwhether the principal of any Loan or L/C Obligation shall then be due andpayable as herein expressed or by declaration or otherwise and irrespective ofwhether the Administrative Agent shall have made any demand on the Borrower)shall be entitled and empowered, by intervention in such proceeding orotherwise

(a)       to file and prove a claimfor the whole amount of the principal and interest owing and unpaid in respectof the Loans, L/C Obligations and all other Obligations that are owing andunpaid and to file such other documents as may be necessary or advisable inorder to have the claims of the Lenders, the L/C Issuer and the AdministrativeAgent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders, the L/C Issuer and theAdministrative Agent and their respective agents and counsel and all other amountsdue the Lenders, the L/C Issuer and the Administrative Agent under Sections2.03(i) and (j), 2.09 and 10.04) allowed in suchjudicial proceeding; and

(b)       to collect and receive anymonies or other property payable or deliverable on any such claims and todistribute the same;

and any custodian, receiver, assignee, trustee,liquidator, sequestrator or other similar official in any such judicialproceeding is hereby authorized by each Lender and the L/C Issuer to make suchpayments to the Administrative Agent and, in the event that the AdministrativeAgent shall consent to the making of such payments directly to the Lenders andthe L/C Issuer, to pay to the Administrative Agent any amount due for thereasonable compensation, expenses, disbursements and advances of theAdministrative Agent and its agents and counsel, and any other amounts due theAdministrative Agent under Sections 2.09 and 10.04.

Nothing contained hereinshall be deemed to authorize the Administrative Agent to authorize or consentto or accept or adopt on behalf of any Lender or the L/C Issuer any plan of

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reorganization, arrangement, adjustment or composition affecting theObligations or the rights of any Lender or the L/C Issuer to authorize theAdministrative Agent to vote in respect of the claim of any Lender or the L/CIssuer in any such proceeding.

**ARTICLEX. MISCELLANEOUS**

10.01    **Amendments, Etc.**No amendment or waiver ofany provision of this Agreement or any other Loan Document, and no consent toany departure by the Borrower therefrom, shall be effective unless in writingsigned by the Required Lenders (or signed by the Administrative Agent on theirbehalf after required approvals have been obtained) and the Borrower, andacknowledged by the Administrative Agent, and each such waiver or consent shallbe effective only in the specific instance and for the specific purpose forwhich given; provided, however, that no such amendment, waiver orconsent shall:

(a)       waiveany condition set forth in Section 4.01(a) without the written consentof each Lender;

(b)       extendor increase the Commitment of any Lender (or reinstate any Commitmentterminated pursuant to Section 8.02) without the written consent of suchLender;

(c)       postponeany scheduled date fixed by this Agreement or any other Loan Document for anypayment of principal, interest, fees or other amounts due to the Lenders (orany of them) hereunder or under any other Loan Document without the writtenconsent of each Lender directly affected thereby;

(d)       reducethe principal of, or the rate of interest specified herein on, any Loan or L/CBorrowing, or (subject to clause (iv) of the second proviso to this Section10.01) any fees or other amounts payable hereunder or under any other LoanDocument, or amend the Leverage Ratio (or any defined term therein) in anymanner that would result in a reduction of any interest rate on any Loan or L/CBorrowing or any fee payable hereunder without the written consent of eachLender directly affected thereby; provided, however, that onlythe consent of the Required Lenders shall be necessary to amend the definitionof “Default Rate” or to waive any obligation of the Borrower to pay interest orLetter of Credit Fees at the Default Rate;

(e)       changeSection 2.13 or Section 8.03 or any other provision of thisAgreement in a manner that would alter the pro rata treatment of the Lendershereunder without the written consent of each Lender; or

(f)        changeany provision of this Section or the definition of “Required Lenders” orany other provision hereof specifying the number or percentage of Lendersrequired to amend, waive or otherwise modify any rights hereunder or make anydetermination or grant any consent hereunder without the written consent ofeach Lender;

and, providedfurther, that (i) no amendment, waiver orconsent shall, unless in writing and signed by the L/C Issuer in addition tothe Lenders required above, affect the rights or duties of

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the L/C Issuer under this Agreement or any Issuer Document relating toany Letter of Credit issued or to be issued by it; (ii) no amendment, waiver orconsent shall, unless in writing and signed by the Swing Line Lender inaddition to the Lenders required above, affect the rights or duties of theSwing Line Lender under this Agreement; (iii) no amendment, waiver or consentshall, unless in writing and signed by the Administrative Agent in addition tothe Lenders required above, affect the rights or duties of the AdministrativeAgent under this Agreement or any other Loan Document; and (iv) the Fee Lettermay be amended, or rights or privileges thereunder waived, in a writingexecuted only by the parties thereto. Notwithstanding anything to the contraryherein, no Defaulting Lender shall have any right to approve or disapprove anyamendment, waiver or consent hereunder, except that the Commitment of suchLender may not be increased or extended without the consent of such Lender.

10.02    **Notices;Effectiveness; Electronic Communication.**

(a)       NoticesGenerally. Except in the case of notices and other communications expresslypermitted to be given by telephone (and except as provided in subsection (b)below), all notices and other communications provided for herein shall be inwriting (and all telephonic notices shall be promptly confirmed in writing) andshall be delivered by hand or overnight courier service, mailed by certified orregistered mail or sent by telecopier as follows, and all notices and othercommunications expressly permitted hereunder to be given by telephone shall bemade to the applicable telephone number, as follows:

(i)        ifto the Borrower, the Administrative Agent, the L/C Issuer or the Swing LineLender, to the address, telecopier number, electronic mail address or telephonenumber specified for such Person on Schedule 10.02; and

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

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

(b)       ElectronicCommunications. Notices and other communications to the Lenders and the L/CIssuer hereunder may be delivered or furnished by electronic communication(including e-mail and Internet or intranet websites) pursuant to proceduresapproved by the Administrative Agent, provided that the foregoing shallnot apply to notices to any Lender or the L/C Issuer pursuant to Article IIif such Lender or the L/C Issuer, as applicable, has notified theAdministrative Agent that it is incapable of receiving notices under suchArticle by electronic communication. The Administrative Agent or the Borrowermay, in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures

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approved by it, provided that approval of such procedures may belimited to particular notices or communications.

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

In no event shall the Administrative Agent or any ofits Related Parties (collectively, the “Agent Parties”) have anyliability to the Borrower, any Lender, the L/C Issuer or any other Person forlosses, claims, damages, liabilities or expenses of any kind (whether in tort,contract or otherwise) arising out of the Borrower’s or the AdministrativeAgent’s transmission of Borrower Materials through the Internet, except to theextent that such losses, claims, damages, liabilities or expenses aredetermined by a court of competent jurisdiction by a final and nonappealablejudgment to have resulted from the gross negligence or willful misconduct ofsuch Agent Party; provided, however, that in no event shall anyAgent Party have any liability to the Borrower, any Lender, the L/C Issuer orany other Person for indirect, special, incidental, consequential or punitivedamages (as opposed to direct or actual damages).

(c)       Changeof Address, Etc. Each of the Borrower, the Administrative Agent, the L/CIssuer and the Swing Line Lender may change its address, telecopier ortelephone number for notices and other communications hereunder by notice tothe other parties hereto. Each other Lender may change its address, telecopieror telephone number for notices and other communications hereunder by notice tothe Borrower, the Administrative Agent, the L/C Issuer and the Swing LineLender. In addition, each Lender agrees to notify the Administrative Agent fromtime to time to ensure that the Administrative Agent has on record (i) aneffective address, contact name, telephone number, telecopier number andelectronic mail address to which notices and other communications may be sentand (ii) accurate wire instructions for such Lender.

(d)       Relianceby Administrative Agent, L/C Issuer and Lenders. The Administrative Agent,the L/C Issuer and the Lenders shall be entitled to rely and act upon anynotices (including telephonic Revolving Loan Notices and Swing Line Notices)purportedly given by or on behalf of the Borrower even if (i) such notices werenot made in a manner specified herein, were incomplete or were not preceded orfollowed by any other form of notice specified herein, or (ii) the termsthereof, as understood by the recipient, varied from any confirmation thereof.The Borrower shall indemnify the Administrative Agent, the L/C Issuer, eachLender and the Related Parties of each of them from all losses, costs, expensesand liabilities resulting from the reliance by such

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Person on each notice purportedly given by or on behalf of theBorrower. All telephonic notices to and other telephonic communications withthe Administrative Agent may be recorded by the Administrative Agent, and eachof the parties hereto hereby consents to such recording.

10.03    **No Waiver;Cumulative Remedies.**No failure by any Lender, the L/C Issuer or theAdministrative Agent to exercise, and no delay by any such Person inexercising, any right, remedy, power or privilege hereunder shall operate as awaiver thereof; nor shall any single or partial exercise of any right, remedy,power or privilege hereunder preclude any other or further exercise thereof orthe exercise of any other right, remedy, power or privilege. The rights, remedies,powers and privileges herein provided are cumulative and not exclusive of anyrights, remedies, powers and privileges provided by law.

10.04    **Expenses;Indemnity; Damage Waiver.**

(a)       Costsand Expenses. The Borrower shall pay (i) all reasonable out-of-pocketexpenses incurred by the Administrative Agent and its Affiliates (including thereasonable fees, charges and disbursements of counsel for the AdministrativeAgent), in connection with the syndication of the credit facilities providedfor herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or anyamendments, modifications or waivers of the provisions hereof or thereof(whether or not the transactions contemplated hereby or thereby shall beconsummated), provided that the legal fees (exclusive of out-of-pocketexpenses) of the counsel for the Administrative Agent for the preparation,negotiation and closing of this Agreement (but excluding any subsequentamendments, modifications or waivers) shall not exceed the amount set forth inthe commitment letter between the Borrower and Bank of America, dated September1, 2006, (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuerin connection with the issuance, amendment, renewal or extension of any Letterof Credit or any demand for payment thereunder and (iii) all reasonableout-of-pocket expenses incurred by the Administrative Agent, any Lender or theL/C Issuer (including the fees, charges and disbursements of any counsel forthe Administrative Agent, any Lender or the L/C Issuer), in connection with theenforcement or protection of its rights (A) in connection with this Agreementand the other Loan Documents, including its rights under this Section, or (B)in connection with the Loans made or Letters of Credit issued hereunder,including all such out-of-pocket expenses incurred during any workout,restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)       Indemnificationby the Borrower. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (ANDANY SUB-AGENT THEREOF), EACH LENDER AND THE L/C ISSUER, AND EACH RELATED PARTYOF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”)AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, DAMAGES,LIABILITIES AND EXPENSES (INCLUDING THE REASONABLE FEES, CHARGES ANDDISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE ORAWARDED AGAINST ANY INDEMNITEE BY ANY

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THIRD PARTY IN CONNECTION WITH, OR AS A RESULT OF, (I) THE EXECUTION ORDELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT ORINSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIESHERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THECONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THECASE OF THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF) AND ITS RELATEDPARTIES ONLY, THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOANDOCUMENTS, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THEPROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMANDFOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTIONWITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OFCREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALSON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITSSUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWEROR ANY OF ITS SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM,LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, AND REGARDLESS OF WHETHERANY INDEMNITEE IS A PARTY THERETO, **IN ALLCASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THECOMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE;**PROVIDEDTHAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENTTHAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES AREDETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLEJUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OFSUCH INDEMNITEE.

(c)       Reimbursementby Lenders. To the extent that the Borrower for any reason fails toindefeasibly pay any amount required under subsection (a) or (b) of thisSection to be paid by it to the Administrative Agent (or any sub-agentthereof), the L/C Issuer or any Related Party of any of the foregoing, each Lenderseverally agrees to pay to the Administrative Agent (or any such sub-agent),the L/C Issuer or such Related Party, as the case may be, such Lender’sApplicable Percentage (determined as of the time that the applicableunreimbursed expense or indemnity payment is sought) of such unpaid amount, providedthat the unreimbursed expense or indemnified loss, claim, damage, liability orrelated expense, as the case may be, was incurred by or asserted against theAdministrative Agent (or any such sub-agent) or the L/C Issuer in its capacityas such, or against any Related Party of any of the foregoing acting for theAdministrative Agent (or any such sub-agent) or L/C Issuer in connection withsuch capacity. The obligations of the Lenders under this subsection (c) aresubject to the provisions of Section 2.12(d).

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(d)       Waiverof Consequential Damages, Etc. To the fullest extent permitted byApplicable Law, the Borrower shall not assert, and hereby waives, any claimagainst any Indemnitee, on any theory of liability, for special, indirect,consequential or punitive damages (as opposed to direct or actual damages)arising out of, in connection with, or as a result of, this Agreement, anyother Loan Document or any agreement or instrument contemplated hereby, the transactionscontemplated hereby or thereby, any Loan or Letter of Credit or the use of theproceeds thereof. No Indemnitee referred to in subsection (b) above shall beliable for any damages arising from the use by unintended recipients of anyinformation or other materials distributed to such unintended recipients bysuch Indemnitee through telecommunications, electronic or other informationtransmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby other than fordirect or actual damages resulting from the gross negligence or willfulmisconduct of such Indemnitee as determined by a judgment of a court ofcompetent jurisdiction.

(e)       Payments.All amounts due under this Section shall be payable not later than thirty daysafter demand therefor.

(f)        Survival.The agreements in this Section shall survive the resignation of theAdministrative Agent, the L/C Issuer, the Swing Line Lender, the replacement ofany Lender, the termination of the Aggregate Commitments and the repayment,satisfaction or discharge of all the other Obligations.

10.05    **Payments SetAside.**To the extent that any payment by or on behalf of theBorrower is made to the Administrative Agent, the L/C Issuer or any Lender, orthe Administrative Agent, the L/C Issuer or any Lender exercises its right ofsetoff, and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated, declared to be fraudulent or preferential, set asideor required (including pursuant to any settlement entered into by theAdministrative Agent, the L/C Issuer or such Lender in its discretion) to berepaid to a trustee, receiver or any other party, in connection with anyproceeding under any Debtor Relief Law or otherwise, then (a) to the extent ofsuch recovery, the obligation or part thereof originally intended to besatisfied shall be revived and continued in full force and effect as if suchpayment had not been made or such setoff had not occurred, and (b) each Lenderand the L/C Issuer severally agrees to pay to the Administrative Agent upondemand its applicable share (without duplication) of any amount so recoveredfrom or repaid by the Administrative Agent, plus interest thereon from the dateof such demand to the date such payment is made at a rate per annum equal tothe Federal Funds Rate from time to time in effect. The obligations of theLenders and the L/C Issuer under clause (b) of the preceding sentence shallsurvive the payment in full of the Obligations and the termination of thisAgreement.

10.06    **Successors andAssigns.**

(a)       Successorsand Assigns Generally. The provisions of this Agreement shall be bindingupon and inure to the benefit of the parties hereto and their respectivesuccessors and assigns permitted hereby, except that the Borrower may notassign or otherwise transfer any of its rights or obligations hereunder withoutthe prior written consent of the Administrative Agent and each Lender and noLender may assign or

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otherwise transfer any of its rights or obligations hereunder except(i) to an assignee in accordance with the provisions of subsection (b) of thisSection, (ii) by way of participation in accordance with the provisions ofsubsection (d) of this Section, or (iii) by way of pledge or assignment of asecurity interest subject to the restrictions of subsection (f) of this Section(and any other attempted assignment or transfer by any party hereto shall benull and void). Nothing in this Agreement, expressed or implied, shall beconstrued to confer upon any Person (other than the parties hereto, theirrespective successors and assigns permitted hereby, Participants to the extentprovided in subsection (d) of this Section and, to the extent expresslycontemplated hereby, the Related Parties of each of the Administrative Agent,the L/C Issuer and the Lenders) any legal or equitable right, remedy or claimunder or by reason of this Agreement.

(b)       Assignmentsby Lenders. Any Lender may at any time assign to one or more assignees allor a portion of its rights and obligations under this Agreement (including allor a portion of its Commitment and the Loans (including for purposes of thissubsection (b), participations in L/C Obligations) at the time owing to it); providedthat any such assignment shall be subject to the following conditions:

(i)        MinimumAmounts.

(A)      inthe case of an assignment of the entire remaining amount of the assigningLender’s Commitment and the Loans at the time owing to it or in the case of anassignment to a Lender or an Affiliate of a Lender or an Approved Fund, nominimum amount need be assigned; and

(B)       inany case not described in subsection (b)(i)(A) of this Section, the aggregateamount of the Commitment (which for this purpose includes Loans outstandingthereunder) or, if the Commitment is not then in effect, the principaloutstanding balance of the Loans of the assigning Lender subject to each suchassignment, determined as of the date the Assignment and Assumption withrespect to such assignment is delivered to the Administrative Agent or, if “TradeDate” is specified in the Assignment and Assumption, as of the Trade Date,shall not be less than $5,000,000 unless each of the Administrative Agent and,so long as no Event of Default has occurred and is continuing, the Borrower otherwiseconsents (each such consent not to be unreasonably withheld or delayed); provided,however, that concurrent assignments to members of an Assignee Group andconcurrent assignments from members of an Assignee Group to a single assignee(or to an assignee and members of its Assignee Group) will be treated as asingle assignment for purposes of determining whether such minimum amount hasbeen met.

(ii)       ProportionateAmounts. Each partial assignment shall be made as an assignment of aproportionate part of all the assigning Lender’s rights and obligations underthis Agreement with respect to the Loans or the Commitment assigned, exceptthat this clause (ii) shall not apply to the Swing Line Lender’s rights andobligations in respect of Swing Line Loans;

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(iii)      Required Consents. No consent shall berequired for any assignment except to the extent required by subsection(b)(i)(B) of this Section and, in addition:

(A)      theconsent of the Borrower (such consent not to be unreasonably withheld ordelayed) shall be required unless (1) an Event of Default has occurred and iscontinuing at the time of such assignment or (2) such assignment is to a Lenderor an Affiliate of a Lender;

(B)       theconsent of the Administrative Agent (such consent not to be unreasonably withheldor delayed) shall be required if such assignment is to a Person that is not aLender, an Affiliate of such Lender or an Approved Fund with respect to suchLender;

(C)       theconsent of the L/C Issuer (such consent not to be unreasonably withheld or delayed)shall be required for any assignment that increases the obligation of theassignee to participate in exposure under one or more Letters of Credit(whether or not then outstanding); and

(D)      theconsent of the Swing Line Lender (such consent not to be unreasonably withheldor delayed) shall be required for any such assignment.

(iv)      Assignmentand Assumption. The parties to each assignment shall execute and deliver tothe Administrative Agent an Assignment and Assumption, together with aprocessing and recordation fee in the amount, if any, required as set forth in Schedule10.06; provided, however, that the Administrative Agent may,in its sole discretion, elect to waive such processing and recordation fee inthe case of any assignment. The assignee, if it is not a Lender, shall deliverto the Administrative Agent an Administrative Questionnaire.

(v)       NoAssignment to Borrower. No such assignment shall be made to the Borrower orany of the Borrower’s Affiliates or Subsidiaries.

(vi)      NoAssignment to Natural Persons. No such assignment shall be made to anatural person.

Subject to acceptance and recording thereof by the Administrative Agentpursuant to subsection (c) of this Section, from and after the effective datespecified in each Assignment and Assumption, the assignee thereunder shall be aparty to this Agreement and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of a Lender underthis Agreement, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Assumption, be released from itsobligations under this Agreement (and, in the case of an Assignment andAssumption covering all of the assigning Lender’s rights and obligations underthis Agreement, such Lender shall cease to be a party hereto) but shallcontinue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,and 10.04 with respect to facts and circumstances occurring prior to theeffective date of such assignment. Promptly after its

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acceptance and recording thereof, the Administrative Agent shallfurnish a copy, as executed and delivered to the Administrative Agent, of eachsuch Assignment and Assumption. Upon request, the Borrower (at no expense tothe Borrower) shall execute and deliver a new Note to reflect such assignmentto the assignee Lender. Any assignment or transfer by a Lender of rights orobligations under this Agreement that does not comply with this subsectionshall be treated for purposes of this Agreement as a sale by such Lender of aparticipation in such rights and obligations in accordance with subsection (d)of this Section.

(c)       Register.The Administrative Agent, acting solely for this purpose as an agent of theBorrower, shall maintain at the Administrative Agent’s Office a copy of eachAssignment and Assumption delivered to it and a register for the recordation ofthe names and addresses of the Lenders, and the Commitments of, and principalamounts of the Loans and L/C Obligations owing to, each Lender pursuant to theterms hereof from time to time (the “Register”). The entries in theRegister shall be conclusive (absent manifest error), and the Borrower, theAdministrative Agent and the Lenders may treat each Person whose name isrecorded in the Register pursuant to the terms hereof as a Lender hereunder forall purposes of this Agreement, notwithstanding notice to the contrary. TheRegister shall be available for inspection by the Borrower and any Lender, atany reasonable time and from time to time upon reasonable prior notice. Inaddition, at any time that a request for a consent for a material or othersubstantive change to the Loan Documents is pending, any Lender wishing toconsult with other Lenders in connection therewith may request and receive fromthe Administrative Agent a copy of the Register.

(d)       Participations.Any Lender may at any time, without the consent of, or notice to, the Borroweror the Administrative Agent, sell participations to any Person (other than anatural person or the Borrower or any of the Borrower’s Affiliates orSubsidiaries) (each, a “Participant”) in all or a portion of such Lender’srights and/or obligations under this Agreement (including all or a portion ofits Commitment and/or the Loans (including such Lender’s participations in L/CObligations and/or Swing Line Loans) owing to it); provided that (i)such Lender’s obligations under this Agreement shall remain unchanged, (ii)such Lender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (iii) the Borrower, the AdministrativeAgent, the Lenders and the L/C Issuer shall continue to deal solely anddirectly with such Lender in connection with such Lender’s rights andobligations under this Agreement.

Any agreement or instrument pursuant to which a Lendersells such a participation shall provide that such Lender shall retain the soleright to enforce this Agreement and to approve any amendment, modification orwaiver of any provision of this Agreement; provided that such agreementor instrument may provide that such Lender will not, without the consent of theParticipant, agree to any amendment, waiver or other modification described inthe first proviso to Section 10.01 that directly affects suchParticipant. Subject to subsection (e) of this Section, the Borrower agreesthat each Participant shall be entitled to the benefits of Sections 3.01,3.04 and 3.05 to the same extent as if it were a Lender and hadacquired its interest by assignment pursuant to

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subsection (b) of this Section. To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 10.08 asthough it were a Lender, provided such Participant agrees to be subjectto Section 2.12 as though it were a Lender.

(e)       Limitationsupon Participant Rights. A Participant shall not be entitled to receive anygreater payment under Section 3.01 or 3.04 than the applicableLender would have been entitled to receive with respect to the participationsold to such Participant, unless the sale of the participation to suchParticipant is made with the Borrower’s prior written consent. A Participantthat would be a Foreign Lender if it were a Lender shall not be entitled to thebenefits of Section 3.01 unless the Borrower is notified of theparticipation sold to such Participant and such Participant agrees, for thebenefit of the Borrower, to comply with Section 3.01(e) as though itwere a Lender.

(f)        CertainPledges. Any Lender may at any time pledge or assign a security interest inall or any portion of its rights under this Agreement (including under itsNote, if any) to secure obligations of such Lender, including any pledge orassignment to secure obligations to a Federal Reserve Bank; providedthat no such pledge or assignment shall release such Lender from any of itsobligations hereunder or substitute any such pledgee or assignee for suchLender as a party hereto.

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

(h)       Resignationas L/C Issuer or Swing Line Lender after Assignment. Notwithstandinganything to the contrary contained herein, if at any time Bank of Americaassigns all of its Commitment and Loans pursuant to subsection (b) above, Bankof America may, (i) upon 30 days’ notice to the Borrower and the Lenders,resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resignas Swing Line Lender. In the event of any such resignation as L/C Issuer or SwingLine Lender, the Borrower shall be entitled to appoint from among the Lenders asuccessor L/C Issuer or Swing Line Lender hereunder provided such Lender hasconsented to such appointment; provided, however, that no failureby the Borrower to appoint any such successor shall affect the resignation ofBank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bankof America resigns as L/C Issuer, it shall retain all the rights, powers,privileges and duties of the L/C Issuer hereunder with respect to all Lettersof Credit outstanding as of the effective date of its resignation as L/C Issuerand all L/C Obligations with respect thereto (including the right to requirethe Lenders to make Base Rate Loans or fund risk participations in UnreimbursedAmounts pursuant to Section 2.03(c)). If Bank of America resigns asSwing Line Lender, it shall retain all rights of the Swing Line Lender providedfor hereunder with respect to Swing Line Loans made by it and outstanding as

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of the effective date of such resignation, including the right torequire the Lenders to make Revolving Loans or fund risk participations inoutstanding Swing Line Loans pursuant to Section 2.04(c). Upon theappointment of a successor L/C Issuer and/or Swing Line Lender, (a) suchsuccessor shall succeed to and become vested with all of the rights, powers,privileges and duties of the retiring L/C Issuer or Swing Line Lender, as thecase may be, and (b) the successor L/C Issuer shall issue letters of credit insubstitution for the Letters of Credit, if any, outstanding at the time of suchsuccession or make other arrangements satisfactory to Bank of America toeffectively assume the obligations of Bank of America with respect to suchLetters of Credit.

10.07    **Treatment ofCertain Information; Confidentiality.**Each of the AdministrativeAgent, the Lenders and the L/C Issuer agrees to maintain the confidentiality ofthe Information (as defined below), except that Information may be disclosed(a) to its Affiliates and to its and its Affiliates’ respective partners,directors, officers, employees, agents, advisors and representatives (it beingunderstood that the Persons to whom such disclosure is made will be informed ofthe confidential nature of such Information and instructed to keep suchInformation confidential), (b) to the extent requested by any regulatoryauthority purporting to have jurisdiction over it (including anyself-regulatory authority, such as the National Association of InsuranceCommissioners), (c) to the extent required by Applicable Laws or regulations orby any subpoena or similar legal process, (d) to any other party to thisAgreement, (e) in connection with the exercise of any remedies hereunder orunder any other Loan Document or any action or proceeding relating to thisAgreement or any other Loan Document or the enforcement of rights hereunder orthereunder, (f) subject to an agreement containing provisions substantially thesame as those of this Section, to (i) any assignee of or Participant in, or anyprospective assignee of or Participant in, any of its rights or obligationsunder this Agreement or (ii) any actual or prospective counterparty (or itsadvisors) to any swap or derivative transaction relating to the Borrower andits obligations, (g) with the consent of the Borrower or (h) to the extent suchInformation (x) becomes publicly available other than as a result of a breachof this Section or (y) becomes available to the Administrative Agent, anyLender, the L/C Issuer or any of their respective Affiliates on anonconfidential basis from a source other than the Borrower.

For purposes of this Section, “Information”means all information received from the Borrower or any Subsidiary relating tothe Borrower or any Subsidiary or any of their respective businesses, otherthan any such information that is available to the Administrative Agent, anyLender or the L/C Issuer on a nonconfidential basis prior to disclosure by theBorrower or any Subsidiary. Any Person required to maintain the confidentialityof Information as provided in this Section shall be considered to have compliedwith its obligation to do so if such Person has exercised the same degree ofcare to maintain the confidentiality of such Information as such Person wouldaccord to its own confidential information.

Each of the Administrative Agent, the Lenders and theL/C Issuer acknowledges that (a) the Information may include materialnon-public information concerning the Borrower or a Subsidiary, as the case maybe, (b) it has developed compliance procedures regarding the use of materialnon-public information and (c) it will handle such material non-publicinformation in accordance with applicable Law, including Federal and statesecurities Laws.

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10.08    **Interest RateLimitation.**Notwithstanding anything to the contrary contained inany Loan Document, the interest paid or agreed to be paid under the LoanDocuments shall not exceed the Highest Lawful Rate. If the Administrative Agentor any Lender shall receive interest in an amount that exceeds the HighestLawful Rate, the excess interest shall be applied to the principal of the Loansor, if it exceeds such unpaid principal, refunded to the Borrower. Indetermining whether the interest contracted for, charged, or received by theAdministrative Agent or a Lender exceeds the Highest Lawful Rate, such Personmay, to the extent permitted by Applicable Law, (a) characterize any paymentthat is not principal as an expense, fee, or premium rather than interest, (b)exclude voluntary prepayments and the effects thereof, and (c) amortize,prorate, allocate, and spread in equal or unequal parts the total amount ofinterest throughout the contemplated term of the Obligations hereunder.

10.09    **Counterparts;Integration; Effectiveness.**This Agreement may be executed in counterparts(and by different parties hereto in different counterparts), each of whichshall constitute an original, but all of which when taken together shallconstitute a single contract. This Agreement and the other Loan Documentsconstitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oralor written, relating to the subject matter hereof. Except as provided in Section4.01, this Agreement shall become effective when it shall have beenexecuted by the Administrative Agent and when the Administrative Agent shallhave received counterparts hereof that, when taken together, bear thesignatures of each of the other parties hereto. Delivery of an executed counterpartof a signature page of this Agreement by telecopy or electronic copy shall beeffective as delivery of a manually executed counterpart of this Agreement.

10.10    **Survival ofRepresentations and Warranties.**All representations and warrantiesmade hereunder and in any other Loan Document or other document deliveredpursuant hereto or thereto or in connection herewith or therewith shall survivethe execution and delivery hereof and thereof. Such representations andwarranties have been or will be relied upon by the Administrative Agent andeach Lender, regardless of any investigation made by the Administrative Agentor any Lender or on their behalf and notwithstanding that the AdministrativeAgent or any Lender may have had notice or knowledge of any Default at the timeof any Credit Extension, and shall continue in full force and effect as long asany Loan or any other Obligation hereunder shall remain unpaid or unsatisfiedor any Letter of Credit shall remain outstanding.

10.11    **Severability.**If any provision of this Agreement or the other Loan Documents is held to beillegal, invalid or unenforceable, (a) the legality, validity andenforceability of the remaining provisions of this Agreement and the other LoanDocuments shall not be affected or impaired thereby and (b) the parties shallendeavor in good faith negotiations to replace the illegal, invalid orunenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid or unenforceable provisions.The invalidity of a provision in a particular jurisdiction shall not invalidateor render unenforceable such provision in any other jurisdiction.

10.12    **Replacement ofLenders.**If any Lender gives notice pursuant to Section 3.02,requests compensation under Section 3.04, or if the Borrower is requiredto pay any additional amount to any Lender or any Governmental Authority forthe account of any Lender pursuant to

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Section 3.01, or if any Lender is a DefaultingLender, then the Borrower may, at its sole expense and effort, upon notice tosuch Lender and the Administrative Agent, require such Lender to assign anddelegate, without recourse (in accordance with and subject to the restrictionscontained in, and consents required by, Section 10.06), all of itsinterests, rights and obligations under this Agreement and the related LoanDocuments to an assignee that shall assume such obligations (which assignee maybe another Lender, if a Lender accepts such assignment), provided that:

(a)       theBorrower shall have paid to the Administrative Agent the assignment feespecified in Section 10.06(b);

(b)       suchLender shall have received payment of an amount equal to the outstandingprincipal of its Loans and L/C Advances, accrued interest thereon, accrued feesand all other amounts payable to it hereunder and under the other LoanDocuments (including any amounts under Section 3.05) from the assignee(to the extent of such outstanding principal and accrued interest and fees) orthe Borrower (in the case of all other amounts);

(c)       inthe case of any such assignment resulting from a notice pursuant to Section3.02, a claim for compensation under Section 3.04 or paymentsrequired to be made pursuant to Section 3.01, such assignment willpermit the funding of Eurodollar Rate Loans or result in a reduction in suchcompensation or payments thereafter, as applicable; and

(d)       suchassignment does not conflict with applicable Laws.

A Lender shall not be required to make any suchassignment or delegation if, prior thereto, as a result of a waiver by suchLender or otherwise, the circumstances entitling the Borrower to require suchassignment and delegation cease to apply.

10.13    **Exceptions toCovenants.**Neither the Borrower nor any Subsidiary shall be deemedto be permitted to take any action or fail to take any action which ispermitted as an exception to any of the covenants contained herein or which iswithin the permissible limits of any of the covenants contained herein if suchaction or omission would result in the breach of any other covenant containedherein.

10.14    **Governing Law;Jurisdiction; Etc.**

(a)       GOVERNINGLAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THENEW YORK GENERAL OBLIGATIONS LAW) APPLICABLE TO AGREEMENTS MADE AND TO BEPERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVEAGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b)       SUBMISSIONTO JURISDICTION. THE LENDERS AND THE BORROWER IRREVOCABLY ANDUNCONDITIONALLY SUBMITS, FOR ITSELF

83

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AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THESTATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, LOCATED IN THE BOROUGHOF MANHATTAN, CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, INANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, ANDEACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALLCLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINEDIN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINALJUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNERPROVIDED BY LAW.

(c)       WAIVEROF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THEFULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUTOF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURTREFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEDEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION ORPROCEEDING IN ANY SUCH COURT.

(d)       SERVICEOF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS INTHE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THISAGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANYOTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15    **Waiver of JuryTrial.** EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY ORTHEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTYHERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHERPERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTERINTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

84

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10.16    **No Advisory orFiduciary Responsibility.**In connection with all aspects of eachtransaction contemplated hereby, the Borrower acknowledges and agrees, andacknowledges its Affiliates’ understanding, that: (i) the credit facilityprovided for hereunder and any related arranging or other services inconnection therewith (including in connection with any amendment, waiver orother modification hereof or of any other Loan Document) are an arm’s-lengthcommercial transaction between the Borrower and its Affiliates, on the onehand, and the Administrative Agent, on the other hand, and the Borrower iscapable of evaluating and understanding and understands and accepts the terms,risks and conditions of the transactions contemplated hereby and by the otherLoan Documents (including any amendment, waiver or other modification hereof orthereof); (ii) in connection with the process leading to such transaction, theAdministrative Agent is and has been acting solely as a principal and is notthe financial advisor, agent or fiduciary, for the Borrower, or any of itsAffiliates, stockholders, creditors or employees or any other Person; (iii) theAdministrative Agent has not assumed or will not assume an advisory, agency orfiduciary responsibility in favor of the Borrower with respect to any of thetransactions contemplated hereby or the process leading thereto, including withrespect to any amendment, waiver or other modification hereof or of any otherLoan Document (irrespective of whether the Administrative Agent has advised oris currently advising the Borrower or any of its Affiliates on other matters)and the Administrative Agent has no obligation to the Borrower or any of isAffiliates with respect to the transactions contemplated hereby except thoseobligations expressly set forth herein and in the other Loan Documents; (iv)the Administrative Agent and its Affiliates may be engaged in a broad range oftransactions that involve interests that differ from those of the Borrower andits Affiliates, and the Administrative Agent has no obligation to disclose anyof such interests by virtue of any advisory, agency or fiduciary relationship;and (v) the Administrative Agent has not provided and will not provide anylegal, accounting, regulatory or tax advice with respect to any of thetransactions contemplated hereby (including any amendment, waiver or othermodification hereof or of any other Loan Document) and the Borrower hasconsulted its own legal, accounting, regulatory and tax advisors to the extentit has deemed appropriate. The Borrower hereby waives and releases, to thefullest extent permitted by law, any claims that it may have against theAdministrative Agent with respect to any breach or alleged breach of agency orfiduciary duty.

10.17    **USA PATRIOT ActNotice.**Each Lender that is subject to the Act (as hereinafterdefined) and the Administrative Agent (for itself and not on behalf of anyLender) hereby notifies the Borrower that pursuant to the requirements of theUSA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,2001)) (the “Act”), it is required to obtain, verify and recordinformation that identifies the Borrower, which information includes the nameand address of the Borrower and other information that will allow such Lenderor the Administrative Agent, as applicable, to identify the Borrower inaccordance with the Act.

10.18    **Time of theEssence.**Time is of the essence as to each term and provision of theLoan Documents.

10.19    **ENTIRE AGREEMENT.THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONGTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,**

85

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**OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THEREARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.**

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

86

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be duly executed as of the datefirst above written.
|        | GRUMA CORPORATION |                                |
|--------|-------------------|-------------------------------------|
|   |              |                                |
|   |              |                                |
|   | By:               | /s/ Peter M.  Nystrom               |   |
|   |              | Peter M. Nystrom                    |
|   |              | Vice President-Corporate Controller |
|        |                   |                                     |  |  |

 

Signature Page to Credit Agreement

----

 
|        | BANK OF AMERICA, N.A., as |                  |
|--------|---------------------------|-----------------------|
|   | Administrative Agent      |                  |
|   |                      |                  |
|   |                      |                  |
|   | By:                       | /s/ David A. Johanson |   |
|   |                      | Name:                 | David A.  Johanson |   |
|   |                      | Title:                | Vice President |   |

 

----

 
|        | **BANK OF AMERICA, N.A.,**  as a Lender, L/C |                |
|--------|----------------------------------------------|---------------------|
|   | Issuer and Swing Line Lender                 |                |
|   |                                         |                |
|   |                                         |                |
|   | By:                                          | /s/ David  McCauley |   |
|   |                                         | Name:               | David McCauley |   |
|   |                                         | Title:              | President |   |

 

----

 
|        | **COMERICA BANK** |                     |
|--------|-------------------|--------------------------|
|   |              |                     |
|   |              |                     |
|   | By:               | /s/ Juan Carlos  Sanchez |   |
|   |              | Name:                    | Juan Carlos  Sanchez |   |
|   |              | Title:                   | Vice President |   |

 

----

 
|        | **COÖPERATIEVE  CENTRALE RAIFFEISEN-** |                                    |
|--------|---------------------------------------------|-----------------------------------------|
|   | **BOERENLEENBANK B.A., “RABOBANK**     |                                    |
|   | **NEDERLAND”, NEW YORK BRANCH**        |                                    |
|   | ** **                                  |                                    |
|   | ** **                                  |                                    |
|   | By:                                         | /s/ Bert Corum                          |   |
|   |                                        | Name: Bert Corum                        |   |
|   |                                        | Title: Executive Director               |   |
|   |                                        |                                    |   |
|   |                                        |                                    |   |
|   | By:                                         | /s/ Rebecca  Morrow                     |   |
|   |                                        | Name: Rebecca Morrow                    |   |
|   |                                        | Title: Executive Director & Counsel |   |

 

----

 
|            | BANCO BILBAO VIZCAYA ARGENTARIA |
|------------|---------------------------------|
| ** ** | S.A., GRAND CAYMAN BRANCH       |
|       |                            |
|       |                            |
|       | By:                             | /s/ Maria T.  Vizan |   |
|       |                            |   |   |
|       | Name:                           | Maria T. Vizan |   |
|       | Title:                          | Vice President |   |
|       |                            | Global Corporate  Banking |   |
|       |                            |   |   |
|       |                            |   |   |
|       | By:                             | /s/ Hector O.  Villegas |   |
|       |                            |   |   |
|       | Name:                           | Hector O.  Villegas |   |
|       | Title:                          | Vice President |   |
|       |                            | Global Corporate  Banking |   |
|            |                                 |  |  |  |  |  |

 

----

 
|        | **BANCO SANTANDER CENTRAL HISPANO,** |            |
|--------|--------------------------------------|-----------------|
|   | **S.A. NEW YORK BRANCH**             |            |
|   | ** **                           |            |
|   | ** **                           |            |
|   | By:                                  | /s/ Jesus Lopez |   |
|   |                                 | Name:           | Jesus Lopez |   |
|   |                                 | Title:          | Vice President |   |

 

----

 
|        | **MIZUHO  CORPORATE BANK, NEW YORK** |           |
|--------|--------------------------------------|----------------|
|   | **BRANCH**                           |           |
|   | ** **                           |           |
|   | ** **                           |           |
|   | By:                                  | /s/ Takeo Kada |   |
|   |                                 | Name:          | Takeo Kada |   |
|   |                                 | Title:         | Deputy General Manager |   |

 

----

***SCHEDULE2.01***

**COMMITMENTSAND APPLICABLE PERCENTAGES**
| **Lender**                                                                                                  | ** ** | **Commitment** | ** **     | **Applicable  Percentage** | ** ** |
|-------------------------------------------------------------------------------------------------------------|------------|----------------|----------------|----------------------------|------------|
|                                                                                                        |       |           |           |                       |       |
| Bank of America, N.A.                                                                                       |       | $              | 16,750,000     |                       | 16.750     | % |
| Comerica Bank                                                                                               |       | $              | 16,650,000     |                       | 16.650     | % |
| Coöperatieve Centrale  Raiffeisen-BoerenleenBank B.A., “Rabobank Nederland,” New York Branch |       | $              | 16,650,000     |                       | 16.650     | % |
| Banco Bilbao Vizcaya Argentaria S.A., Grand Cayman Branch                                                   |       | $              | 16,650,000     |                       | 16.650     | % |
| Banco Santander Central Hispano, S.A. New York Branch                                                       |       | $              | 16,650,000     |                       | 16.650     | % |
| Mizuho Corporate Bank,  New York Branch                                                                     |       | $              | 16,650,000     |                       | 16.650     | % |
|                                                                                                        |       |           |           |                       |       |
| Total                                                                                                       |       | $              | 100,000,000.00 |                       | 100        | % |

 

----

***SCHEDULE5.05***

**EXISTING LITIGATION**

1.                          ***Dennis Johnson and Arnold Rosenfeld,et al. v. Gruma Corporation, a Nevada corporation dba Mission FoodsCorporation, Gruma S.A. de C.V., et al.;*** JAMS Arbitration No.1220026252 (Assigned to Hon. Richard C. Neal [Ret.])

On or about November 29, 2001, one of the Borrower’sindependent distributors filed a putative class action lawsuit against theBorrower. The case was removed from California state court to federal court.Prior to April 2005, the Borrower did not consider this claim to be materialbecause two court orders had held that the claim must be arbitrated and thatthe arbitration would be for the individual plaintiff’s claims only and becausethe total exposure on the individual claim was for a small amount. On or aboutApril 25, 2005, the United States District Court, based on a recent U.S.Supreme Court decision, ordered that the original claims should be referred toarbitration and that the arbitrator could decide whether the matter shouldproceed as a class action. No decision has yet been made as to whether theclaims should proceed as a class action. The claims, as recently amended,allege that the Borrower’s distributors are actually employees, that theBorrower has failed to make wage and other payments required for employees,that the Borrower has violated the California antitrust laws and unfaircompetition statutes, and that the Borrower has otherwise committed fraud andnegligent misrepresentations. The arbitrator subsequently dismissed theantitrust claims. The other claims continue to be asserted by the two namedplaintiffs. The plaintiffs seek damages and equitable relief but have not yetspecified the total amount of damages sought. The Borrower intends tovigorously defend against this action.

2.                          ***Ramon Moreno, et al. v. GuerreroMexican Food Products, Inc. and Gruma Corporation;*** U. S.District Court, Central District of California, Los Angeles

In October 2005, the Borrower was named in a classaction suit, Ramon Moreno et al. v. Guerrero Mexico Food Products, Inc. andGruma Corporation, filed in the United States District Court for the CentralDistrict of California, Los Angeles County. This is a putative wage and hourclass action alleging a misclassification of the Teamster-represented driversas exempt when they should be treated as non-exempt and paid overtime for allhours worked in excess of eight in a workday and forty in a workweek.Plaintiffs also contend that the putative class members have been deniedstate-mandated meal periods and are due penalties under California Labor CodeSection 226.7. Plaintiff subsequently amended the Complaint to add a secondplaintiff, who is a current employee. The Borrower filed an answer asserting 33affirmative defenses. The Borrower then filed a third-party complaint againstTeamsters Local 63 asserting a breach of contract and seeking declaratoryrelief. Teamsters Local 63 filed a motion to dismiss our third-party complaintagainst it On June 19, 2006, the court denied Teamsters Local 63’s motion. Alsoon June 19, 2006, the court set a trial date of June 26, 2007. Plaintiffs hasfiled a motion to strike three of the Borrower’s affirmative defenses, on thebasis that the alleged affirmative defenses could not provide, as a matter oflaw, a defense to the claims asserted by

----

Plaintiffs. The Plaintiffs set the hearing for theirmotion to strike affirmative defenses on July 10, 2006. In response, theBorrower will file an opposition arguing that it is premature at this stage ofthe proceedings for the court to make any determination on the merits of theclaims and defenses in this case and, in any event, the motion lacks merit. TheBorrower is continuing to investigate. Limited discovery has taken place thusfar. The Borrower intends to vigorously defend the action. It is too early todetermine or offer an opinion on the likely outcome of the litigation or scopeof any potential financial loss.

----

***SCHEDULE 5.11(a)***

**MATERIAL SUBSIDIARIES**

Azteca Milling, L.P., aTexas limited partnership(1)

----

(1) Gruma Holding, Inc., a wholly-owned Subsidiary ofthe Borrower, is the 79.2% limited partner in Azteca Milling, L.P (“Azteca”).The general partner of Azteca, which holds a 1% equity interest in Azteca, isGruma-ADM, Inc (“General Partner”). Gruma Holding owns 80% of the issued andoutstanding shares of the General Partner. The combined ownership providesGruma Holding with an 80% aggregate interest in Azteca. Since Azteca is theactual operating subsidiary, it has been listed as a Material Subsidiary, andneither Gruma Holding or Gruma ADM are listed as Material Subsidiaries, sinceeach is merely a holding entity for the Borrower’s ownership interest inAzteca.

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***SCHEDULE 5.11(b)***

**BURDENSOME AGREEMENTS**

None

----

***SCHEDULE 7.08***

**MATERIAL SUBSIDIARYGUARANTIES**

Azteca Milling, L.P., has guaranteed the obligationsof the Borrower related to (a) the Rancho Cucamonga, California Capital Leasedated April 30, 1996, (b) the John Hancock Mutual Life Insurance Company NotePurchase Agreement dated January 14, 1994, and (c) the Letter of CreditReimbursement Agreements in favor of Cooperatieve CentraleRaiffeisen-BoerenleenBank B.A., “Rabobank International,” New York Branch datedNovember 1, 1994, for the industrial development bonds due 2009.

----

***SCHEDULE 10.02***

**ADMINISTRATIVE AGENT’SOFFICE; CERTAIN ADDRESSES FOR NOTICES**

**THE BORROWER:**Gruma Corporation1159 Cottonwood Lane, Suite 200Irving, Texas 75038
| Attention:  |   | Peter M. Nystrom, Vice President - Corporate  Controller |
|-------------|--------|----------------------------------------------------------|
| Telephone:  |   | (972) 232-5080                                           |
| Telecopier: |   | (972) 232-5080                                           |

Electronic Mail:          peter_nystrom@missionfoods.comU.S. Taxpayer Identification Number:     95-3576486
| Website: | www.gruma.com |
|----------|---------------|

 

**ADMINISTRATIVE AGENT:**

*Administrative Agent’s Office(for payments and Requests for Credit Extensions):*Bank of America, N.A.901 Main StreetMail Code: TX1-492-14-14Dallas, Texas 75202
| Primary                                           |          |
|---------------------------------------------------|---------------|
| Attention:                                        | Michelle Huff |
| Telephone:                                        | 214-209-0590  |
| Telecopier:                                       | 214-290-9423  |
| Electronic Mail:  michelle.huff@bankofamerica.com |

 
| Secondary                                        |         |
|--------------------------------------------------|--------------|
| Attention:                                       | Deanna Betik |
| Telephone:                                       | 214-209-3259 |
| Telecopier:                                      | 214-290-9414 |
| Electronic Mail:  deanna.betik@bankofamerica.com |

 

Account No.: 1292000883 Ref:    GRUMA ABA# 026009593 Attn: Credit Services

1

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*OtherNotices as Administrative Agent:*Bank of America, N.A.Agency Management231 South LaSalle StreetMail Code:        IL1-231-08-30Chicago, Illinois 60604
| Attention:                                                           | Charlene  Wright-Jones, Assistant Vice President |
|----------------------------------------------------------------------|--------------------------------------------------|
| Telephone:                                                           | (312) 828-3935                                   |
| Facsimile:                                                           | (977) 206-8427                                   |
| Electronic  Mail:  charlene.wright-jones@bankofamerica.com |

 

**SWING LINE LENDER:**

Bank of America, N.A.901 Main Street Mail Code: TX1-492-14-14 Dallas, Texas  75202
| Primary                                           |          |
|---------------------------------------------------|---------------|
| Attention:                                        | Michelle Huff |
| Telephone:                                        | 214-209-0590  |
| Telecopier:                                       | 214-290-9423  |
| Electronic Mail:  michelle.huff@bankofamerica.com |

 
| Secondary                                        |         |
|--------------------------------------------------|--------------|
| Attention:                                       | Deanna Betik |
| Telephone:                                       | 214-209-3259 |
| Telecopier:                                      | 214-290-9414 |
| Electronic Mail:  deanna.betik@bankofamerica.com |

 

Account No.: 1292000883 Ref:     GRUMA ABA# 026009593 Attn: Credit Services

2

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***SCHEDULE 10.06***

**PROCESSING ANDRECORDATION FEES**

The Administrative Agentwill charge a processing and recordation fee (an “Assignment Fee”) inthe amount of $2,500 for each assignment; provided, however, thatin the event of two or more concurrent assignments to members of the sameAssignee Group (which may be effected by a suballocation of an assigned amountamong members of such Assignee Group) or two or more concurrent assignments bymembers of the same Assignee Group to a single Eligible Assignee (or to anEligible Assignee and members of its Assignee Group), the Assignment Fee willbe $2,500 plus the amount set forth below:
| Transaction                                                                                                                                          | ** ** | **Assignment Fee** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------|------------|
|                                                                                                                                                 |       |                    |       |
| First four  concurrent assignments or suballocations to members of an Assignee Group (or  from members of an Assignee Group, as applicable)          |       | -0-                     |       |
|                                                                                                                                                 |       |                    |       |
| Each additional  concurrent assignment or suballocation to a member of such Assignee Group (or  from a member of such Assignee Group, as applicable) |       | $                       | 500        |   |
|                                                                                                                                                      |            |                         |            |  |

 

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***EXHIBIT A***

**FORM OF REVOLVING LOANNOTICE**

Date:                     ,       

To:      Bank ofAmerica, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to thatcertain Credit Agreement, dated as of October 30, 2006 (as amended, restated,extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”the terms defined therein being used herein as therein defined), among GrumaCorporation, a Nevada corporation (the “Borrower”), the Lenders fromtime to time party thereto, and Bank of America, N.A., as Administrative Agentand Swing Line Lender.

The undersigned hereby requests (select one):
|  | o  A Borrowing of Revolving Loans | o  A conversion or continuation of Loans |
|--|-----------------------------------|------------------------------------------|

 

1.         On                                                                             (a Business Day).

2.         Inthe amount of $                                                         .

3.         Comprised of                                                                 .

[Type of Revolving Loan requested]

4.         ForEurodollar Rate Loans: with an Interest Period of                   months.

The Revolving Borrowing, if any, requested hereincomplies with the provisos to the first sentence of Section 2.01 of theAgreement.
|        | **GRUMA CORPORATION** |   |
|--------|-----------------------|--------|
|   | ** **            |   |
|   | ** **            |   |
|   | ** **            |   |
|   | By:                   |   |   |
|   |                  | Name:  |   |   |
|   |                  | Title: |   |   |

 

A-1

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***EXHIBIT B***

**FORM OF SWING LINE LOANNOTICE**

Date:                   ,        

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

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement,dated as of October 30, 2006 (as amended, restated, extended, supplemented orotherwise modified in writing from time to time, the “Agreement;” theterms defined therein being used herein as therein defined), among GrumaCorporation, a Nevada corporation (the “Borrower”), the Lenders fromtime to time party thereto, and Bank of America, N.A., as Administrative Agentand Swing Line Lender.

The undersigned hereby requests a Swing Line Loan:

1.         On                                                                                                  (a Business Day).

2.         In theamount of $                                      .

The Swing Line Borrowing requested herein complieswith the requirements of the provisos to the first sentence of Section2.03(a) of the Agreement.
|        | **GRUMA CORPORATION** |                     |   |
|--------|-----------------------|--------------------------|--------|
|   | ** **            |                     |   |
|   | ** **            |                     |   |
|   | By:                   |                     |
|   |                  |    Name:  |   |
|   |                  |    Title: |   |
|        |                       |                          |        |  |  |

 

B-1

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***EXHIBIT C***

**FORM OFREVOLVING LOAN NOTE**

FOR VALUE RECEIVED, theundersigned (the “Borrower”) hereby promises to pay to                                or registered assigns (the “Lender”), in accordance with the provisionsof the Agreement (as hereinafter defined), the principal amount of eachRevolving Loan from time to time made by the Lender to the Borrower under thatcertain Credit Agreement, dated as of October 30, 2006 (as amended, restated,extended, supplemented or otherwise modified in writing from time to time, the “Agreement;”the terms defined therein being used herein as therein defined), among theBorrower, the Lenders from time to time party thereto, and Bank of America,N.A., as Administrative Agent and Swing Line Lender.

The Borrower promises topay interest on the unpaid principal amount of each Revolving Loan from thedate of such Revolving Loan until such principal amount is paid in full, atsuch interest rates and at such times as provided in the Agreement. Allpayments of principal and interest shall be made to the Administrative Agentfor the account of the Lender in Dollars in immediately available funds at theAdministrative Agent’s Office. If any amount is not paid in full when duehereunder, such unpaid amount shall bear interest, to be paid upon demand, fromthe due date thereof until the date of actual payment (and before as well asafter judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Loan Noteis one of the Revolving Loan Notes referred to in the Agreement, is entitled tothe benefits thereof and may be prepaid in whole or in part subject to theterms and conditions provided therein. Upon the occurrence and continuation ofone or more of the Events of Default specified in the Agreement, all amountsthen remaining unpaid on this Revolving Loan Note shall become, or may bedeclared to be, immediately due and payable all as provided in the Agreement.Revolving Loans made by the Lender shall be evidenced by one or more loanaccounts or records maintained by the Lender in the ordinary course ofbusiness. The Lender may also attach schedules to this Revolving Loan Note andendorse thereon the date, amount and maturity of its Revolving Loans andpayments with respect thereto.

The Borrower, for itself,its successors and assigns, hereby waives diligence, presentment, protest anddemand and notice of protest, demand, dishonor and non-payment of thisRevolving Loan Note.

C-1

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THIS REVOLVING LOAN NOTE SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
|        | ** ** | **GRUMA CORPORATION** |
|--------|------------|-----------------------|
|   | ** ** | ** **            |
|   | ** ** | ** **            |
|   | ** ** | ** **            |
|   |       | By:                   |   |   |
|   |       |                  | Peter M. Nystrom  Vice President-Corporate Controller |

 

C-2

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**LOANS AND PAYMENTS WITHRESPECT THERETO**
| Date                                                                                                                                       | ** ** | **Type of   Loan Made** | ** ** | **Amount of  Loan Made** | ** ** | **End of  Interest  Period** | ** ** | **Amount of  Principal or  Interest  Paid This  Date** | ** ** | **Outstanding  Principal  Balance  This Date** | ** ** | **Notation  Made By** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------|------------|------------------------------------|------------|-----------------------------------|------------|-----------------------------------------------------------------------|------------|-----------------------------------------------------|------------|----------------------------|------------|
|                         |       |                         |       |                     |       |                    |       |                                                        |       |                                      |       |             |       |
|                                                  |       |                         |       |                     |       |                    |       |                                                        |       |                                      |       |             |       |
|                                                       |       |                         |       |                     |       |                    |       |                                                        |       |                                      |       |             |       |

 

C-3

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***EXHIBITD***

**FORM OF SWING LINE NOTE**

FOR VALUE RECEIVED, theundersigned (the “Borrower”) hereby promises to pay to the order of BANKOF AMERICA, N.A. (the “Swing Line Lender”) or registered assigns (the “Lender”),in accordance with the provisions of the Agreement (as hereinafter defined),the principal amount of each Swing Line Loan from time to time made by theSwing Line Lender to the Borrower under that certain Credit Agreement, dated asof October 30, 2006 (as amended, restated, extended, supplemented or otherwisemodified in writing from time to time, the “Agreement;” the termsdefined therein being used herein as therein defined), among the Borrower, theLenders from time to time party thereto, and Bank of America, N.A., asAdministrative Agent and Swing Line Lender.

The Borrower promises topay interest on the unpaid principal amount of each Swing Line Loan from thedate of such Swing Line Loan until such principal amount is paid in full, atsuch interest rates and at such times as provided in the Agreement. Allpayments of principal and interest shall be made to the Administrative Agentfor the account of the Swing Line Lender in Dollars in immediately availablefunds at the Administrative Agent’s Office. If any amount is not paid in fullwhen due hereunder, such unpaid amount shall bear interest, to be paid upondemand, from the due date thereof until the date of actual payment (and beforeas well as after judgment) computed at the per annum rate set forth in theAgreement.

This Swing Line Note isone of the Swing Line Notes referred to in the Agreement, is entitled to thebenefits thereof and may be prepaid in whole or in part subject to the termsand conditions provided therein. Upon the occurrence and continuation of one ormore of the Events of Default specified in the Agreement, all amounts thenremaining unpaid on this Swing Line Note shall become, or may be declared tobe, immediately due and payable all as provided in the Agreement. Swing LineLoans made by the Swing Line Lender shall be evidenced by one or more loanaccounts or records maintained by the Swing Line Lender in the ordinary courseof business. The Swing Line Lender may also attach schedules to this Swing LineNote and endorse thereon the date, amount and maturity of its Swing Line Loansand payments with respect thereto.

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

D-1

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THIS SWING LINE NOTE SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK.
|        | GRUMA CORPORATION |
|--------|-------------------|
|   |              |
|   |              |
|   |              |
|   | By:               |   |
|   |              | Peter M. Nystrom |
|   |              | Vice President-Corporate Controller |

 

D-2

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**LOANS AND PAYMENTS WITHRESPECT THERETO**
| Date                                                                                                                                                                           | ** ** | **Type of   Loan Made** | ** ** | **Amount of  Loan Made** | ** ** | **End of  Interest  Period** | ** ** | **Amount of  Principal or   Interest   Paid This  Date** | ** ** | **Outstanding  Principal  Balance   This Date** | ** ** | **Notation  Made By** | ** ** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------|------------|------------------------------------|------------|-----------------------------------|------------|-----------------------------------------------------------------------------------|------------|-----------------------------------------------------------|------------|----------------------------|------------|
|                               |       |                    |       |                     |       |                    |       |                                                                    |       |                                            |       |             |       |
|                                    |       |                    |       |                     |       |                    |       |                                                                    |       |                                            |       |             |       |
|                                                        |       |                    |       |                     |       |                    |       |                                                                    |       |                                            |       |             |       |

 

D-3

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***EXHIBITE***

**FORMOF COMPLIANCE CERTIFICATE**

**Financial Statement Date:                       ,**

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

***Ladies and Gentlemen:***

Referenceis made to that certain Credit Agreement, dated as of October 30, 2006 (asamended, restated, extended, supplemented or otherwise modified in writing fromtime to time, the “Agreement;” the terms defined therein being usedherein as therein defined), among Gruma Corporation, a Nevada corporation (the “Borrower”),the Lenders from time to time party thereto, and Bank of America, N.A., asAdministrative Agent and Swing Line Lender.

Theundersigned Responsible Officer hereby certifies as of the date hereof thathe/she is the                                                               of the Borrower, and that, as such, he/she is authorized to execute and deliverthis Compliance Certificate (this “Certificate”) to the AdministrativeAgent on the behalf of the Borrower, and that:

*[Usefollowing paragraph 1 for fiscal year-end financial statements]*

1.         Attached hereto as Schedule1 are the year-end audited financial statements required by Section6.01(a) of the Agreement for the fiscal year of the Borrower ended as ofthe above date, together with the report and opinion of an independent certifiedpublic accountant required by such section.

*[Usefollowing paragraph 1 for fiscal quarter-end financial statements]*

1.         Attached hereto as Schedule1 are the unaudited financial statements required by Section 6.01(b)of the Agreement for the fiscal quarter of the Borrower ended as of the abovedate. Such financial statements fairly present the financial position andresults of operations of the Borrower and its Subsidiaries in accordance withGAAP as at such date and for such period, subject to (i) the absence offootnotes, (ii) normal year-end audit adjustments, and (iii) the fact that rawcorn inventories are valued at cost, rather than the lower of cost or market.

2.         The undersigned hasreviewed and is familiar with the terms of the Agreement and has made, or hascaused to be made under his/her supervision, a detailed review of thetransactions and condition (financial or otherwise) of the Borrower during theaccounting period covered by the attached financial statements.

3.         A review of theactivities of the Borrower during such fiscal period has been made under thesupervision of the undersigned with a view to determining whether during suchfiscal period the Borrower performed and observed all its Obligations under theLoan Documents, and

[select one:]

E-1

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**[to thebest knowledge of the undersigned during such fiscal period, the Borrowerperformed and observed each covenant and condition of the Loan Documentsapplicable to it, and no Default has occurred and is continuing.]**

***—or—***

**[the following covenants or conditions have not beenperformed or observed and the following is a list of each such Default and itsnature and status:]**

4.         The representations andwarranties of the Borrower contained in Article V of the Agreement orany other Loan Document, or which are contained in any document furnished atany time under or in connection with the Loan Documents, are true and correctin all material respects on and as of the date hereof, except to the extentthat such representations and warranties specifically refer to an earlier date,in which case they shall be true and correct in all material respects as ofsuch earlier date, and except that for purposes of this Certificate, therepresentations and warranties contained in subsections (a) and (b) of Section5.06 of the Agreement shall be deemed to refer to the most recentstatements furnished pursuant to clauses (a) and (b),respectively, of Section 6.01 of the Agreement, including the statementsin connection with which this Certificate is delivered; provided that thiscertification shall be satisfied so long as any underlying fact, matter, eventor set of circumstances, individually or in the aggregate, about which anyrepresentation or warranty is false, inaccurate, misleading or incomplete as ofthe date hereof could not result in a Material Adverse Effect.

5.         The financial covenantanalyses and information set forth on Schedule 2 attached hereto aretrue and accurate on and as of the date of this Certificate.

INWITNESS WHEREOF, the undersigned has executed this Certificate as of                  ,            .
|        | **GRUMA CORPORATION** |
|--------|-----------------------|
|   | ** **            |
|   | ** **            |
|   | By:                   | ** ** |
|   |                  | Name: |   |
|   |                  |   | Title: |   |
|        |                       |  |  |  |  |

 

E-2

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For the Quarter/Yearended                             (“Statement Date”)

SCHEDULE 2

TO THE COMPLIANCECERTIFICATE($ IN 000’S)
| **I.**     | ** ** | **Leverage  Ratio – For Determination of Applicable Rate.**                                                                                                                                                                                                                                       |   |                                                                                                                                                    |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                    |
|       |       | A.       Consolidated Funded Debt  for the Borrower and its Subsidiaries:                                                                                                                                                                                                |   |                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 1.        All obligations for  borrowed money:                                                                                                                                                                                                                      |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 2.        Any obligation in  respect of a lease or hire purchase contract treated as a financial or  capital lease under GAAP:                                                                                                                                      |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 3.        Any reimbursement  obligations for letters of credit that have been drawn upon and remain  outstanding:                                                                                                                                                   |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 4.        Total Debt (Lines I.A.1.  + 2. + 3.):                                                                                                                                                                                                                     |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | B.        Consolidated EBITDA for  the Measurement Period most recently ended:                                                                                                                                                                                      |   |                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 1.        Consolidated operating  income determined in accordance with GAAP:                                                                                                                                                                                        |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 2.        To the extent deducted  in determining consolidated operating income, depreciation and amortization  expense:                                                                                                                                             |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 3.        Consolidated EBITDA  (Lines I.B.1. + 2.):                                                                                                                                                                                                                 |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | C.        Leverage Ratio (Line  I.A.4. ÷ Line I.B.3.):                                                                                                                                                                                                         |   |           to l                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
| **II.**    | ** ** | **Section  7.09 – Interest Coverage Ratio.**                                                                                                                                                                                                                                                      |   |                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                    |
|       |       | A.       Consolidated EBITDA (Line  I.B.3.):                                                                                                                                                                                                                             |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | B.        Consolidated Interest  Expense for the Measurement Period most recently ended:                                                                                                                                                                            |   |                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 1.        All interest, premium  payments, fees, charges and related expenses in connection with borrowed  money (including capitalized interest) or in connection with the deferred  purchase price of assets, to the extent treated as interest pursuant to GAAP: |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 2.        Portion of rent expense  under capital or financial leases to the extent treated as interest pursuant  to GAAP:                                                                                                                                           |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | 3.        Consolidated Interest  Charges (Lines II.B.l. + 2.):                                                                                                                                                                                                      |   | $                          |
|       |       |                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                    |
|       |       | C.        Interest Coverage Ratio  (Line II.A. ÷ II.B.3.):                                                                                                                                                                                                     |   |           to 1.00                                                                                               |

 

E-3

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|            |       | D.        Minimum Interest  Coverage Ratio:                               |   | 2.00 to 1.00                                                                                                                                            |
|------------|------------|--------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                         |   |                                                                                                                                                    |
| **III.**   | ** ** | **Section  7.10 — Maximum Leverage Ratio.**                                                             |   |                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                   |   |                                                                                                                                                    |
|       |       | A.       Consolidated Funded Debt  (Line I.A.4.):                              |   | $                          |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | B.        Consolidated EBITDA  (Line I.B.3.):                             |   | $                          |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | C.        Leverage Ratio (Line  III.A. ÷ Line III.B.):               |   |          to  1.00                                                                                               |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | D.        Maximum Leverage Ratio:                                         |   | 3.00 to 1.00                                                                                                                                            |
|       |       |                                                                                                         |   |                                                                                                                                                    |
| **IV.**    | ** ** | **Section  7.11 — Consolidated Tangible Net Worth.**                                                    |   |                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                   |   |                                                                                                                                                    |
|       |       | A.       Consolidated Tangible Net  Worth:                                     |   |                                                                                                                                                    |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | 1.        Total Stockholder’s  Equity                                |   | $                          |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | 2.        Intangible Assets:                                              |   | $                          |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | 3.        Consolidated Tangible  Net Worth (Line IV.A.l. - Line IV.A.2.): |   | $                          |
|       |       |                                                                                                         |   |                                                                                                                                                    |
|       |       | B.        Minimum Consolidated  Tangible Net Worth:                       |   | $240,000,000                                                                                                                                            |

 

E-4

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***EXHIBIT F***

**ASSIGNMENTAND ASSUMPTION**

ThisAssignment and Assumption (this “Assignment and Assumption”) is dated asof the Effective Date set forth below and is entered into by and between[Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee](the “Assignee”). Capitalized terms used but not defined herein shallhave the meanings given to them in the Credit Agreement identified below (the “CreditAgreement”), receipt of a copy of which is hereby acknowledged by theAssignee. The Standard Terms and Conditions set forth in Annex 1 attachedhereto are hereby agreed to and incorporated herein by reference and made apart of this Assignment and Assumption as if set forth herein in full.

Foran agreed consideration, the Assignor hereby irrevocably sells and assigns tothe Assignee, and the Assignee hereby irrevocably purchases and assumes fromthe Assignor, subject to and in accordance with the Standard Terms andConditions and the Credit Agreement, as of the Effective Date inserted by theAdministrative Agent as contemplated below (i) all of the Assignor’s rights andobligations as a Lender under the Credit Agreement and any other documents orinstruments delivered pursuant thereto to the extent related to the amount andpercentage interest identified below of all of such outstanding rights andobligations of the Assignor under the respective facilities identified below(including, without limitation, the Swing Line Loans included in suchfacilities) and (ii) to the extent permitted to be assigned under applicablelaw, all claims, suits, causes of action and any other right of the Assignor(in its capacity as a Lender) against any Person, whether known or unknown,arising under or in connection with the Credit Agreement, any other documentsor instruments delivered pursuant thereto or the loan transactions governedthereby or in any way based on or related to any of the foregoing, including,but not limited to, contract claims, tort claims, malpractice claims, statutoryclaims and all other claims at law or in equity related to the rights andobligations sold and assigned pursuant to clause (i) above (the rights andobligations sold and assigned pursuant to clauses (i) and (ii) above beingreferred to herein collectively as, the “Assigned Interest”). Such saleand assignment is without recourse to the Assignor and, except as expresslyprovided in this Assignment and Assumption, without representation or warrantyby the Assignor.

1.         Assignor:                                                                      

2.         Assignee:                                                                      [and is an Affiliate/Approved Fund of [*identifyLender*](2)]

3.         Borrower: GrumaCorporation

4.         Administrative Agent:Bank of America, N.A., as the Administrative Agent under the Credit Agreement

5.         Credit Agreement: TheCredit Agreement, dated as of October 30, 2006 among the Borrower, the Lendersfrom time to time party thereto, and Bank of America, N.A., as AdministrativeAgent and Swing Line Lender

----

(2)       Select asapplicable.

F-1

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6.         AssignedInterest:(3)
| **Facility   Assigned(4)** | ** ** | **Aggregate  Amount of  Commitment/Loans  for all Lenders** | ** ** | **Amount of  Commitment/  Loans  Assigned** | ** ** | **Percentage  Assigned of**Commitment/  Loans(5) | ** ** | **CUSIP   Number** | ** ** |
|---------------------------------|------------|----------------------------------------------------------------------------|------------|--------------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------|------------|
|                            |       |                                                                       |       |                                             |       |                                                  |       |                    |       |
|                            |       | $                                                                          |       | $                                                |       |                                                  | %          |                    |       |
|                            |       | $                                                                          |       | $                                                |       |                                                  | %          |                    |       |
|                            |       | $                                                                          |       | $                                                |       |                                                  | %          |                    |       |

[7.       Trade Date:                        ](6)

Effective Date:               ,20   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THEEFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth inthis Assignment and Assumption are hereby agreed to:
|        |   | ASSIGNOR[NAME OF ASSIGNOR]  |   |   |
|--------|--------|-----------------------------|--------|--------|
|   |   |                        |   |   |
|   |   |                        |
|   |   | By:                         |   |
|   |   | Title:                      |
|   |   |                        |   |   |
|   |   | ASSIGNEE [NAME OF ASSIGNEE] |   |   |
|   |   |                        |   |   |
|   |   |                        |   |   |
|   |   | By:                         |   |
|   |   | Title:                      |
|        |        |                             |        |        |  |

 

----

(3)       Amountto be adjusted by the counterparts to take into account any payments orprepayments made between the Trade Date and the Effective Date.

(4)       Fillin the appropriate terminology for the types of facilities under the CreditAgreement that are being assigned under this Assignment and Assumption (“RevolvingLoan” and “Swing Line Loan”).

(5)       Setforth, to at least 9 decimals, as a percentage of the Commitment/Loans of allLenders thereunder.

(6)       Tobe completed if the Assignor and the Assignee intend that the minimumassignment amount is to be determined as of the Trade Date.

F-2

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| [Consented to and](7)  Accepted:                 |         |   |
|--------------------------------------------------|--------------|--------|
|                                             |         |   |
| BANK OF AMERICA, N.A.,  as

Administrative Agent |         |   |
|                                             |         |   |
| By:                                         |              |   |   |   |
|                                             | Title:  |   |   |   |
|                                             |         |   |   |   |
|                                             |         |   |   |   |
| [Consented to:](8)                               |         |   |   |
|                                             |         |   |   |
| By:                                         |              |   |   |   |
|                                             | Title:       |   |   |   |

 

----

(7)       Tobe added only if the consent of the Administrative Agent is required by theterms of the Credit Agreement.

(8)       Tobe added only if the consent of the Borrower and/or other parties (e.g. SwingLine Lender) is required by the terms of the Credit Agreement.

F-3

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***ANNEX 1TO ASSIGNMENT AND ASSUMPTION***

STANDARD TERMS ANDCONDITIONS FOR ASSIGNMENT AND ASSUMPTION

1.         Representationsand Warranties.

1.1.      Assignor. TheAssignor (a) represents and warrants that (i) it is the legal and beneficialowner of the Assigned Interest, (ii) the Assigned Interest is free and clear ofany lien, encumbrance or other adverse claim and (iii) it has full power andauthority, and has taken all action necessary, to execute and deliver thisAssignment and Assumption and to consummate the transactions contemplatedhereby; and (b) assumes no responsibility with respect to (i) any statements,warranties or representations made in or in connection with the CreditAgreement or any other Loan Document, (ii) the execution, legality, validity,enforceability, genuineness, sufficiency or value of the Loan Documents or anycollateral thereunder, (iii) the financial condition of the Borrower, any ofits Subsidiaries or Affiliates or any other Person obligated in respect of anyLoan Document or (iv) the performance or observance by the Borrower, any of itsSubsidiaries or Affiliates or any other Person of any of their respectiveobligations under any Loan Document.

1.2.      Assignee. TheAssignee (a) represents and warrants that (i) it has full power and authority,and has taken all action necessary, to execute and deliver this Assignment andAssumption and to consummate the transactions contemplated hereby and to becomea Lender under the Credit Agreement, (ii) it meets all requirements of anEligible Assignee under the Credit Agreement (subject to receipt of suchconsents as may be required under the Credit Agreement), (iii) from and afterthe Effective Date, it shall be bound by the provisions of the Credit Agreementas a Lender thereunder and, to the extent of the Assigned Interest, shall havethe obligations of a Lender thereunder, (iv) it has received a copy of theCredit Agreement, together with copies of the most recent financial statementsdelivered pursuant to Section 6.01 thereof, as applicable, and suchother documents and information as it has deemed appropriate to make its owncredit analysis and decision to enter into this Assignment and Assumption andto purchase the Assigned Interest on the basis of which it has made suchanalysis and decision independently and without reliance on the AdministrativeAgent or any other Lender, and (v) if it is a Foreign Lender, attached heretois any documentation required to be delivered by it pursuant to the terms ofthe Credit Agreement, duly completed and executed by the Assignee; and (b)agrees that (i) it will, independently and without reliance on theAdministrative Agent, the Assignor or any other Lender, and based on suchdocuments and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under the LoanDocuments, and (ii) it will perform in accordance with their terms all of theobligations which by the terms of the Loan Documents are required to beperformed by it as a Lender.

2.         Payments. From andafter the Effective Date, the Administrative Agent shall make all payments inrespect of the Assigned Interest (including payments of principal, interest,fees and other amounts) to the Assignor for amounts which have accrued to butexcluding the Effective Date and to the Assignee for amounts which have accruedfrom and after the Effective Date.

F-4

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3.         General Provisions.This Assignment and Assumption shall be binding upon, and inure to the benefitof, the parties hereto and their respective successors and assigns. ThisAssignment and Assumption may be executed in any number of counterparts, whichtogether shall constitute one instrument. Delivery of an executed counterpartof a signature page of this Assignment and Assumption by telecopy shall beeffective as delivery of a manually executed counterpart of this Assignment andAssumption. This Assignment and Assumption shall be governed by, and construedin accordance with, the law of the State of New York. To the extent that thisAssignment and Assumption is to be cleared through an electronic clearingsystem, the Administrative Agent currently intends, based on circumstancesexisting on the date hereof, to use the ClearPar Settlement System, to theextent practicable and consistent with then current practice.

F-5

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