Exhibit 10.1


EXECUTION VERSION


$685,000,000


CREDIT AGREEMENT


Dated as of July 25, 2007


among


ORBITZ WORLDWIDE, INC.,

as Borrower,


UBS AG, STAMFORD BRANCH,

as Administrative Agent and L/C Issuer,


UBS LOAN FINANCE LLC,

as Swing Line Lender


THE OTHER LENDERS PARTY HERETO,


CREDIT SUISSE SECURITIES (USA) LLC,

as Syndication Agent,


LEHMAN BROTHERS INC.,

as Documentation Agent,


UBS SECURITIES LLC and

CREDIT SUISSE SECURITIES (USA) LLC,

as Co-Lead Arrangers,


and


UBS SECURITIES LLC, 

CREDIT SUISSE SECURITIES (USA) LLC and

LEHMAN BROTHERS INC.,

as Joint Bookrunners




Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York  10005


 


















TABLE OF CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
  ARTICLE
  I

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Definitions
  and Accounting Terms

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  1.01

  	
   

  	
  Defined Terms

  	
   

  	
  2

  	
   

  
	
  Section
  1.02

  	
   

  	
  Other Interpretive
  Provisions

  	
   

  	
  45

  	
   

  
	
  Section
  1.03

  	
   

  	
  Accounting Terms

  	
   

  	
  46

  	
   

  
	
  Section
  1.04

  	
   

  	
  Rounding

  	
   

  	
  46

  	
   

  
	
  Section
  1.05

  	
   

  	
  References to
  Agreements, Laws, Etc.

  	
   

  	
  46

  	
   

  
	
  Section
  1.06

  	
   

  	
  Times of Day

  	
   

  	
  46

  	
   

  
	
  Section
  1.07

  	
   

  	
  Timing of Payment of
  Performance

  	
   

  	
  46

  	
   

  
	
  Section
  1.08

  	
   

  	
  Currency Equivalents
  Generally

  	
   

  	
  46

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II

  	
   

  
	
   

  	
   

  
	
  The
  Commitments and Credit Extensions

  	
   

  
	
   

  	
   

  
	
  Section
  2.01

  	
   

  	
  The Loans

  	
   

  	
  47

  	
   

  
	
  Section
  2.02

  	
   

  	
  Borrowings, Conversions
  and Continuations of Loans

  	
   

  	
  48

  	
   

  
	
  Section
  2.03

  	
   

  	
  Letters of Credit

  	
   

  	
  50

  	
   

  
	
  Section
  2.04

  	
   

  	
  Swing Line Loans

  	
   

  	
  60

  	
   

  
	
  Section
  2.05

  	
   

  	
  Prepayments

  	
   

  	
  63

  	
   

  
	
  Section
  2.06

  	
   

  	
  Termination or
  Reduction of Commitments

  	
   

  	
  66

  	
   

  
	
  Section
  2.07

  	
   

  	
  Repayment of Loans

  	
   

  	
  67

  	
   

  
	
  Section
  2.08

  	
   

  	
  Interest

  	
   

  	
  67

  	
   

  
	
  Section
  2.09

  	
   

  	
  Fees

  	
   

  	
  68

  	
   

  
	
  Section
  2.10

  	
   

  	
  Computation of Interest
  and Fees

  	
   

  	
  69

  	
   

  
	
  Section
  2.11

  	
   

  	
  Evidence of
  Indebtedness

  	
   

  	
  69

  	
   

  
	
  Section
  2.12

  	
   

  	
  Payments Generally

  	
   

  	
  70

  	
   

  
	
  Section
  2.13

  	
   

  	
  Sharing of Payments

  	
   

  	
  72

  	
   

  
	
  Section
  2.14

  	
   

  	
  Incremental Credit
  Extensions

  	
   

  	
  73

  	
   

  
	
  Section
  2.15

  	
   

  	
  Currency Equivalents

  	
   

  	
  75

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  III

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Taxes,
  Increased Costs Protection and Illegality

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section
  3.01

  	
   

  	
  Taxes

  	
   

  	
  75

  	
   

  
	
  Section
  3.02

  	
   

  	
  Illegality

  	
   

  	
  78

  	
   

  
	
  Section
  3.03

  	
   

  	
  Inability to Determine
  Rates

  	
   

  	
  78

  	
   

  
	
  Section
  3.04

  	
   

  	
  Increased Cost and
  Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans

  	
   

  	
  79

  	
   

  
	
  Section
  3.05

  	
   

  	
  Funding Losses

  	
   

  	
  80

  	
   

  



 



 i
 









 


	
  Section 3.06

  	
   

  	
  Matters Applicable to
  All Requests for Compensation

  	
   

  	
  81

  	
   

  
	
  Section
  3.07

  	
   

  	
  Replacement of Lenders
  under Certain Circumstances

  	
   

  	
  82

  	
   

  
	
  Section
  3.08

  	
   

  	
  Survival

  	
   

  	
  83

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IV

  	
   

  
	
   

  	
   

  
	
  Conditions Precedent to
  Effectiveness and Credit Extensions

  
	
   

  
	
  Section
  4.01

  	
   

  	
  Conditions of Initial
  Credit Extension on the Closing Date

  	
   

  	
  83

  	
   

  
	
  Section
  4.02

  	
   

  	
  Conditions to All
  Credit Extensions

  	
   

  	
  85

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V

  	
   

  
	
   

  	
   

  
	
  Representations
  and Warranties

  	
   

  
	
   

  	
   

  
	
  Section
  5.01

  	
   

  	
  Existence,
  Qualification and Power; Compliance with Laws

  	
   

  	
  86

  	
   

  
	
  Section
  5.02

  	
   

  	
  Authorization; No
  Contravention

  	
   

  	
  86

  	
   

  
	
  Section
  5.03

  	
   

  	
  Governmental
  Authorization; Other Consents

  	
   

  	
  87

  	
   

  
	
  Section
  5.04

  	
   

  	
  Binding Effect

  	
   

  	
  87

  	
   

  
	
  Section
  5.05

  	
   

  	
  Financial Statements;
  No Material Adverse Effect

  	
   

  	
  88

  	
   

  
	
  Section
  5.06

  	
   

  	
  Litigation

  	
   

  	
  88

  	
   

  
	
  Section
  5.07

  	
   

  	
  No Default

  	
   

  	
  88

  	
   

  
	
  Section
  5.08

  	
   

  	
  Ownership of Property;
  Liens

  	
   

  	
  88

  	
   

  
	
  Section
  5.09

  	
   

  	
  Environmental
  Compliance

  	
   

  	
  88

  	
   

  
	
  Section
  5.10

  	
   

  	
  Taxes

  	
   

  	
  89

  	
   

  
	
  Section
  5.11

  	
   

  	
  ERISA Compliance

  	
   

  	
  89

  	
   

  
	
  Section
  5.12

  	
   

  	
  Subsidiaries; Equity
  Interests

  	
   

  	
  90

  	
   

  
	
  Section
  5.13

  	
   

  	
  Margin Regulations;
  Investment Company Act

  	
   

  	
  90

  	
   

  
	
  Section
  5.14

  	
   

  	
  Disclosure

  	
   

  	
  91

  	
   

  
	
  Section
  5.15

  	
   

  	
  Intellectual Property;
  Licenses, Etc.

  	
   

  	
  91

  	
   

  
	
  Section
  5.16

  	
   

  	
  Solvency

  	
   

  	
  91

  	
   

  
	
  Section
  5.17

  	
   

  	
  Subordination of Junior
  Financing

  	
   

  	
  91

  	
   

  
	
  Section
  5.18

  	
   

  	
  Labor Matters

  	
   

  	
  91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI

  	
   

  
	
   

  	
   

  
	
  Affirmative
  Covenants

  	
   

  
	
   

  	
   

  
	
  Section
  6.01

  	
   

  	
  Financial Statements

  	
   

  	
  92

  	
   

  
	
  Section
  6.02

  	
   

  	
  Certificates; Other
  Information

  	
   

  	
  93

  	
   

  
	
  Section
  6.03

  	
   

  	
  Notices

  	
   

  	
  94

  	
   

  
	
  Section
  6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  95

  	
   

  
	
  Section
  6.05

  	
   

  	
  Preservation of
  Existence, Etc.

  	
   

  	
  95

  	
   

  
	
  Section
  6.06

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
  95

  	
   

  
	
  Section
  6.07

  	
   

  	
  Maintenance of
  Insurance

  	
   

  	
  95

  	
   

  
	
  Section
  6.08

  	
   

  	
  Compliance with Laws

  	
   

  	
  95

  	
   

  
	
  Section
  6.09

  	
   

  	
  Books and Records

  	
   

  	
  95

  	
   

  



 



 ii
 









 


	
  Section 6.10

  	
   

  	
  Inspection Rights

  	
   

  	
  95

  	
   

  
	
  Section
  6.11

  	
   

  	
  Covenant to Guarantee
  Obligations and Give Security

  	
   

  	
  96

  	
   

  
	
  Section
  6.12

  	
   

  	
  Compliance with
  Environmental Laws

  	
   

  	
  98

  	
   

  
	
  Section
  6.13

  	
   

  	
  Further Assurances and
  Post-Closing Conditions

  	
   

  	
  98

  	
   

  
	
  Section
  6.14

  	
   

  	
  Designation of
  Subsidiaries

  	
   

  	
  99

  	
   

  
	
  Section
  6.15

  	
   

  	
  Flood Insurance

  	
   

  	
  100

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
   

  
	
   

  	
   

  
	
  Negative Covenants

  
	
   

  
	
  Section
  7.01

  	
   

  	
  Liens

  	
   

  	
  100

  	
   

  
	
  Section
  7.02

  	
   

  	
  Investments

  	
   

  	
  103

  	
   

  
	
  Section
  7.03

  	
   

  	
  Indebtedness

  	
   

  	
  107

  	
   

  
	
  Section
  7.04

  	
   

  	
  Fundamental Changes

  	
   

  	
  111

  	
   

  
	
  Section
  7.05

  	
   

  	
  Dispositions

  	
   

  	
  112

  	
   

  
	
  Section
  7.06

  	
   

  	
  [Reserved]

  	
   

  	
  115

  	
   

  
	
  Section
  7.07

  	
   

  	
  Change in Nature of
  Business

  	
   

  	
  115

  	
   

  
	
  Section
  7.08

  	
   

  	
  Transactions with
  Affiliates

  	
   

  	
  115

  	
   

  
	
  Section
  7.09

  	
   

  	
  Burdensome Agreements

  	
   

  	
  116

  	
   

  
	
  Section
  7.10

  	
   

  	
  Use of Proceeds

  	
   

  	
  117

  	
   

  
	
  Section
  7.11

  	
   

  	
  Financial Covenants

  	
   

  	
  117

  	
   

  
	
  Section
  7.12

  	
   

  	
  Accounting Changes

  	
   

  	
  117

  	
   

  
	
  Section
  7.13

  	
   

  	
  Prepayments, Etc. of
  Indebtedness

  	
   

  	
  117

  	
   

  
	
  Section
  7.14

  	
   

  	
  Equity Interests of the
  Borrower and Restricted Subsidiaries

  	
   

  	
  118

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
   

  
	
   

  	
   

  
	
  Events
  of Default and Remedies

  	
   

  
	
   

  	
   

  
	
  Section
  8.01

  	
   

  	
  Events of Default

  	
   

  	
  118

  	
   

  
	
  Section
  8.02

  	
   

  	
  Remedies Upon Event of
  Default

  	
   

  	
  121

  	
   

  
	
  Section
  8.03

  	
   

  	
  Exclusion of Immaterial
  Subsidiaries

  	
   

  	
  121

  	
   

  
	
  Section
  8.04

  	
   

  	
  Application of Funds

  	
   

  	
  122

  	
   

  
	
  Section
  8.05

  	
   

  	
  Borrower’s Right to
  Cure

  	
   

  	
  123

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
   

  
	
   

  	
   

  
	
  Administrative
  Agent and Other Agents

  	
   

  
	
   

  	
   

  
	
  Section
  9.01

  	
   

  	
  Appointment and
  Authorization of Agents

  	
   

  	
  123

  	
   

  
	
  Section
  9.02

  	
   

  	
  Delegation of Duties

  	
   

  	
  124

  	
   

  
	
  Section
  9.03

  	
   

  	
  Liability of Agents

  	
   

  	
  124

  	
   

  
	
  Section
  9.04

  	
   

  	
  Reliance by Agents

  	
   

  	
  125

  	
   

  
	
  Section
  9.05

  	
   

  	
  Notice of Default

  	
   

  	
  125

  	
   

  
	
  Section
  9.06

  	
   

  	
  Credit Decision; Disclosure
  of Information by Agents

  	
   

  	
  126

  	
   

  
	
  Section
  9.07

  	
   

  	
  Indemnification of
  Agents

  	
   

  	
  126

  	
   

  



 



 iii
 









 


	
  Section 9.08

  	
   

  	
  Agents in their
  Individual Capacities

  	
   

  	
  127

  	
   

  	 

	
  Section
  9.09

  	
   

  	
  Successor Agents

  	
   

  	
  127

  	
   

  	 

	
  Section
  9.10

  	
   

  	
  Administrative Agent
  May File Proofs of Claim

  	
   

  	
  128

  	
   

  	 

	
  Section
  9.11

  	
   

  	
  Collateral and Guaranty
  Matters

  	
   

  	
  128

  	
   

  	 

	
  Section
  9.12

  	
   

  	
  Other Agents; Arrangers
  and Managers

  	
   

  	
  129

  	
   

  	 

	
  Section
  9.13

  	
   

  	
  Appointment of
  Supplemental Administrative Agents

  	
   

  	
  130

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE
  X

  	
   

  	 

	
   

  	
   

  	 

	
  Miscellaneous

  	
   

  	 

	
   

  	
   

  	 

	
  Section
  10.01

  	
   

  	
  Amendments, Etc.

  	
   

  	
  130

  	
   

  
	
  Section
  10.02

  	
   

  	
  Notices and Other
  Communications; Facsimile Copies

  	
   

  	
  133

  	
   

  
	
  Section
  10.03

  	
   

  	
  No Waiver; Cumulative
  Remedies

  	
   

  	
  134

  	
   

  
	
  Section
  10.04

  	
   

  	
  Attorney Costs,
  Expenses and Taxes

  	
   

  	
  134

  	
   

  
	
  Section
  10.05

  	
   

  	
  Indemnification by the
  Borrower

  	
   

  	
  134

  	
   

  
	
  Section
  10.06

  	
   

  	
  Payments Set Aside

  	
   

  	
  135

  	
   

  
	
  Section
  10.07

  	
   

  	
  Successors and Assigns

  	
   

  	
  136

  	
   

  
	
  Section
  10.08

  	
   

  	
  Confidentiality

  	
   

  	
  140

  	
   

  
	
  Section
  10.09

  	
   

  	
  Setoff

  	
   

  	
  140

  	
   

  
	
  Section
  10.10

  	
   

  	
  Interest Rate
  Limitation

  	
   

  	
  141

  	
   

  
	
  Section
  10.11

  	
   

  	
  Counterparts

  	
   

  	
  141

  	
   

  
	
  Section
  10.12

  	
   

  	
  Integration

  	
   

  	
  141

  	
   

  
	
  Section
  10.13

  	
   

  	
  Survival of
  Representations and Warranties

  	
   

  	
  141

  	
   

  
	
  Section
  10.14

  	
   

  	
  Severability

  	
   

  	
  142

  	
   

  
	
  Section
  10.15

  	
   

  	
  Tax Forms

  	
   

  	
  142

  	
   

  
	
  Section
  10.16

  	
   

  	
  GOVERNING LAW

  	
   

  	
  144

  	
   

  
	
  Section
  10.17

  	
   

  	
  WAIVER OF RIGHT TO
  TRIAL BY JURY

  	
   

  	
  144

  	
   

  
	
  Section
  10.18

  	
   

  	
  Binding Effect

  	
   

  	
  144

  	
   

  
	
  Section
  10.19

  	
   

  	
  Judgment Currency

  	
   

  	
  145

  	
   

  
	
  Section
  10.20

  	
   

  	
  Lender Action

  	
   

  	
  145

  	
   

  
	
  Section
  10.21

  	
   

  	
  USA PATRIOT Act

  	
   

  	
  145

  	
   

  
	
  Section
  10.22

  	
   

  	
  Agent for Service of
  Process

  	
   

  	
  145

  	
   

  
												



 


	
  SCHEDULES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Guarantors

  	
   

  
	
  1.01A

  	
   

  	
  [Reserved]

  	
   

  
	
  1.01B

  	
   

  	
  Certain Security
  Interests and Guarantees

  	
   

  
	
  1.01C

  	
   

  	
  Unrestricted
  Subsidiaries

  	
   

  
	
  1.01D

  	
   

  	
  Mandatory Cost

  	
   

  
	
  1.01E

  	
   

  	
  Existing Letters of
  Credit

  	
   

  
	
  1.01F

  	
   

  	
  Excluded Subsidiaries

  	
   

  
	
  2.01

  	
   

  	
  Dollar Revolving Credit
  Commitment; Alternative Currency Revolving Credit Commitment

  	
   

  
	
  2.01(a)

  	
   

  	
  Term Commitment

  	
   

  



 



 iv
 









 


	
  2.03(a)(iii)(B)

  	
   

  	
  Certain Letters of
  Credit

  	
   

  
	
  5.05

  	
   

  	
  Certain Liabilities

  	
   

  
	
  5.09(b)

  	
   

  	
  Environmental Matters

  	
   

  
	
  5.09(d)

  	
   

  	
  Hazardous Materials

  	
   

  
	
  5.10

  	
   

  	
  Taxes

  	
   

  
	
  5.11(a)

  	
   

  	
  ERISA Compliance

  	
   

  
	
  5.12

  	
   

  	
  Subsidiaries and Other
  Equity Investments

  	
   

  
	
  7.01(b)

  	
   

  	
  Existing Liens

  	
   

  
	
  7.02(f)

  	
   

  	
  Existing Investments

  	
   

  
	
  7.03(b)

  	
   

  	
  Existing Indebtedness

  	
   

  
	
  7.04(f)

  	
   

  	
  Permitted Subsidiary
  Fundamental Changes

  	
   

  
	
  7.05(k)

  	
   

  	
  Dispositions

  	
   

  
	
  7.05(m)

  	
   

  	
  Permitted Subsidiary
  Dispositions

  	
   

  
	
  7.08

  	
   

  	
  Transactions with
  Affiliates

  	
   

  
	
  7.09

  	
   

  	
  Existing Restrictions

  	
   

  
	
  10.02

  	
   

  	
  Administrative Agent’s
  Office, Certain Addresses for Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Form of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  Committed Loan Notice

  	
   

  
	
  B

  	
   

  	
  Swing Line Loan Notice

  	
   

  
	
  C-1

  	
   

  	
  Term Note

  	
   

  
	
  C-2

  	
   

  	
  Dollar Revolving Credit
  Note

  	
   

  
	
  C-3

  	
   

  	
  Alternative Currency
  Revolving Credit Note

  	
   

  
	
  D

  	
   

  	
  Compliance Certificate

  	
   

  
	
  E

  	
   

  	
  Assignment and
  Assumption

  	
   

  
	
  F

  	
   

  	
  Guaranty

  	
   

  
	
  G

  	
   

  	
  Security Agreement

  	
   

  
	
  H

  	
   

  	
  [Reserved]

  	
   

  
	
  I

  	
   

  	
  Opinion Matters —
  Counsel to Loan Parties

  	
   

  
	
  J

  	
   

  	
  Intellectual Property Security Agreement

  	
   

  



 



 v















CREDIT AGREEMENT


This CREDIT AGREEMENT (“Agreement”)
is entered into as of July 25, 2007, among ORBITZ WORLDWIDE, INC., a Delaware
corporation (the “Borrower”), UBS
AG, STAMFORD BRANCH as Administrative Agent, Collateral Agent and an L/C
Issuer, UBS LOAN FINANCE LLC, as Swing Line Lender, each lender from time to
time party hereto (collectively, the “Lenders” and
individually, a “Lender”), CREDIT SUISSE SECURITIES
(USA) LLC, as Syndication Agent and LEHMAN BROTHERS INC., as Documentation
Agent.


PRELIMINARY STATEMENTS


The Borrower has requested that simultaneously with
the consummation of the Orbitz IPO, the Term Lenders extend credit to the
Borrower in the form of (i) Term Loans in an initial aggregate Dollar Amount of
$600,000,000, (ii) a Dollar Revolving Credit Facility in an initial aggregate
Dollar Amount of $50,000,000 and (iii) an Alternative Currency Revolving Credit
Facility in an initial aggregate Dollar Amount of $35,000,000.  The Dollar Revolving Credit Facility may include
one or more Swing Line Loans and one or more Dollar Letters of Credit from time
to time.  The Alternative Currency
Revolving Credit Facility may include one or more Alternative Currency Letters
of Credit from time to time.


The net proceeds of the Term Loans will be used to
make a special dividend payment to Parent (the “Parent
Distribution”) (it being understood that an amount not in excess of
$100,000,000 resulting from (x) the Net Cash Proceeds from the Orbitz IPO plus (y) the Net Cash Proceeds from the Term Loans minus (z) $775,000,000 shall not be required to be included
in the Parent Distribution), the proceeds of which will be used to prepay
Indebtedness under that certain Credit Agreement dated as of August 23, 2006,
as amended and restated as of January 29, 2007, as further amended and restated
as of May 23, 2007, among Travelport LLC as the borrower, Travelport Limited as
Holdings, Waltonville Limited as Intermediate Parent, UBS AG, Stamford Branch
as Administrative Agent and L/C Issuer, UBS Loan Finance LLC, as Swing Line Lender,
the other lenders party thereto from time to time, and the other agents,
bookrunners and arrangers party thereto (the “Travelport
Credit Agreement”).  The
proceeds of Revolving Credit Loans made after the Closing Date will be used for
working capital and other general corporate purposes of the Borrower and its
Subsidiaries, including the financing of Permitted Acquisitions.  Swing Line Loans and Letters of Credit will
be used for general corporate purposes of the Borrower and its Subsidiaries.


The applicable Lenders have indicated their
willingness to lend, and the L/C Issuers have indicated their willingness to
issue Letters of Credit, in each case, on the terms and subject to the
conditions set forth herein.


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













 


ARTICLE I



Definitions and Accounting Terms


SECTION 1.01       Defined
Terms.  As used in this Agreement,
the following terms shall have the meanings set forth below:


“Acquired EBITDA”
means, with respect to any Acquired Entity or Business for any period, the
amount for such period of Consolidated EBITDA of such Acquired Entity or
Business (determined as if references to the Borrower and the Restricted
Subsidiaries in the definition of Consolidated EBITDA were references to such
Acquired Entity or Business and its Subsidiaries), all as determined on a
consolidated basis for such Acquired Entity or Business.


“Acquired Entity or
Business” has the meaning specified in the definition of the term “Consolidated
EBITDA”.


“Act” has the
meaning specified in Section 10.21.


“Additional Lender”
has the meaning specified in Section 2.14(a).


“Administrative Agent”
means UBS AG, Stamford Branch, in its capacity as administrative agent under
the Loan Documents, or any successor administrative agent.


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


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


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified. 
“Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or
otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


“Agent-Related Persons”
means the Agents, together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.


“Agents” means,
collectively, the Administrative Agent, the Collateral Agent, the Syndication
Agent, the Documentation Agent and the Supplemental Administrative Agents (if
any).


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



 2
 









 


“Agreement”
means this Credit Agreement.


“Agreement Currency”
has the meaning specified in Section 10.19.


“Alternative Currency”
means Sterling or Euros.


“Alternative
Currency L/C Advance” means, with respect to each Alternative
Currency Revolving Credit Lender, such Lender’s funding of its participation in
any Alternative Currency L/C Borrowing in accordance with its Pro Rata Share.


“Alternative
Currency L/C Borrowing” means an extension of credit resulting from
a drawing under any Alternative Currency Letter of Credit which has not been
reimbursed on the applicable Honor Date or refinanced as an Alternative
Currency Revolving Credit Borrowing.


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


“Alternative
Currency L/C Issuer” means UBS AG, Stamford Branch and any other
Lender that becomes an Alternative Currency L/C Issuer in accordance with
Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of
Alternative Currency Letters of Credit hereunder, or any successor issuer of
Alternative Currency Letters of Credit hereunder.


“Alternative
Currency L/C Obligations” means, as at any date of determination,
the aggregate maximum amount then available to be drawn under all outstanding
Alternative Currency Letters of Credit (whether or not such maximum amount is
then in effect under any such Alternative Currency Letter of Credit if such
maximum amount increases periodically pursuant to the terms of such Alternative
Currency Letter of Credit) plus the aggregate of all Unreimbursed
Amounts in respect of Alternative Currency Letters of Credit, including all
Alternative Currency L/C Borrowings.


“Alternative Currency
Letter of Credit” means a Letter of Credit denominated in an
Alternative Currency or Dollars and issued by any Alternative Currency L/C
Issuer.


“Alternative Currency
Revolving Credit Borrowing” means a borrowing consisting of
simultaneous Alternative Currency Revolving Credit Loans of the same Type and
having the same Interest Period made by each of the Alternative Currency
Revolving Credit Lenders pursuant to Section 2.01(c).


“Alternative Currency
Revolving Credit Commitment” means, as to each Alternative Currency
Revolving Credit Lender, its obligation to (a) make Alternative Currency Revolving
Credit Loans to the Borrower pursuant to Section 2.01(c)(ii), (b) purchase
participations in Alternative Currency L/C Obligations and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth, opposite such Lender’s
name on Schedule 2.01 under the caption “Alternative Currency Revolving
Credit Commitment” or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in 



 3
 









accordance with this Agreement.  The aggregate Dollar Amount of Alternative
Currency Revolving Credit Commitments of all Alternative Currency Revolving
Credit Lenders shall be $35,000,000 on the Closing Date, as such amount may be
adjusted from time to time in accordance with the terms of this Agreement.


“Alternative Currency
Revolving Credit Exposure” means, as to each Alternative Currency
Revolving Credit Lender, the sum of the outstanding principal amount of such Alternative
Currency Revolving Credit Lender’s Alternative Currency Revolving Credit Loans
and its Pro Rata Share of the Alternative Currency L/C Obligations at such
time.


“Alternative Currency
Revolving Credit Facility” means, at any time, the aggregate Dollar
Amount of the Alternative Currency Revolving Credit Commitments at such time.


“Alternative Currency
Revolving Credit Lender” means, at any time, any Lender that has an
Alternative Currency Revolving Credit Commitment at such time.


“Alternative Currency
Revolving Credit Loan” has the meaning specified in Section
2.01(c)(ii).


“Alternative
Currency Revolving Credit Note” means a promissory note of the
Borrower payable to any Alternative Currency Revolving Credit Lender or its
registered assigns, in substantially the form of Exhibit C-3 hereto,
evidencing the aggregate Indebtedness of the Borrower to such Alternative
Currency Revolving Credit Lender resulting from the Alternative Currency
Revolving Credit Loans made by such Alternative Currency Revolving Credit
Lender.


“Applicable Rate”
means a percentage per annum equal to,


(a)           with
respect to Term Loans that are Eurocurrency Rate Loans, 3.00%,


(b)           with
respect to Term Loans that are Base Rate Loans, 2.00%


(c)           with
respect to Revolving Credit Loans, unused Revolving Credit Commitments and
Letter of Credit fees, the following percentages per annum, based upon the
Total Leverage Ratio as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 6.02(b) (provided that until the Compliance Certificate is delivered
in respect of the period ending December 31, 2007 pursuant to Section 6.02(b), “Pricing
Level 1” shall apply):




	
  Pricing

  Level

  	
   

  	
  Total Leverage Ratio

  	
   

  	
  Eurocurrency Rate for

  Revolving Credit Loans

  and

  Letter of Credit Fees

  	
   

  	
  Base Rate for 

  Revolving

  Credit Loans

  	
   

  	
  Commitment Fee

  Rate

  	
   

  
	
  1

  	
   

  	
  >3.0:1

  	
   

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  	
  0.50

  	
  %

  
	
  2

  	
   

  	
  £3.0:1 but
  >2.5:1

  	
   

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  	
  0.50

  	
  %

  
	
  3

  	
   

  	
  £2.5:1 but
  >2.0:1

  	
   

  	
  2.00

  	
  %

  	
  1.00

  	
  %

  	
  0.50

  	
  %

  
	
  4

  	
   

  	
  £2.0:1

  	
   

  	
  1.75

  	
  %

  	
  0.75

  	
  %

  	
  0.375

  	
  %

  






 


Any increase or decrease in the Applicable Rate
resulting from a change in the Total Leverage Ratio shall become effective as
of the first Business Day immediately following the date a



 4
 









Compliance Certificate is delivered pursuant to
Section 6.02(b); provided that at the option of
the Administrative Agent or the Required Lenders, the “Pricing Level 1” shall
apply (x) as of the first Business Day after the date on which a Compliance
Certificate was required to have been delivered but was not delivered, and
shall continue to so apply to and including the date on which such Compliance
Certificate is so delivered (and thereafter the pricing level otherwise determined
in accordance with this definition shall apply) and (y) as of the first
Business Day after an Event of Default under Section 8.01(a) shall have
occurred and be continuing, and shall continue to so apply to but excluding the
date on which such Event of Default is cured or waived (and thereafter the
pricing level otherwise determined in accordance with this definition shall
apply).


“Appropriate Lender”
means, at any time, (a) with respect to Loans of any Class, the Lenders of such
Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and
(ii) (x) with respect to any Dollar Letters of Credit issued pursuant to
Section 2.03(a), the Dollar Revolving Credit Lenders and (y) with respect to
any Alternative Currency Letters of Credit issued pursuant to Section 2.03(a),
the Alternative Currency Revolving Credit Lenders and (c) with respect to the
Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans
are outstanding pursuant to Section 2.04(a), the Dollar Revolving Credit Lenders.


“Approved Bank”
has the meaning specified in clause (c) of the definition of “Cash Equivalents”.


“Approved Fund”
means, with respect to any Lender, any Fund that is administered, advised or
managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or
an Affiliate of an entity that administers, advises or manages such Lender.


“Arrangers”
means UBS Securities LLC and Credit Suisse Securities (USA) LLC, each in its
capacity as a Joint Bookrunner and a Co-Lead Arranger under this Agreement and
Lehman Brothers Inc., in its capacity as a Joint Bookrunner under this
Agreement.


“Assignees” has
the meaning specified in Section 10.07(b).


“Assignment and Assumption”
means an Assignment and Assumption substantially in the form of Exhibit E.


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


“Attributable Indebtedness”
means, on any date, in respect of any Capitalized Lease of any Person, the
capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP.


“Audited Financial
Statements” means (i) the audited combined balance sheets of Orbitz
Worldwide, Inc. and its Subsidiaries as of each of December 31, 2006, 2005 and
2004, and the related audited consolidated statements of income, stockholders’
equity and cash flows for Orbitz Worldwide, Inc. and its Subsidiaries for the
fiscal years ended December 31, 2006, 2005 and 2004, respectively.



 5
 









 


“Auto-Renewal Letter of
Credit” has the meaning specified in Section 2.03(b)(iii).


“Base Rate”
means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect
for such day as publicly announced from time to time by UBS AG, Stamford Branch
as its “prime rate.”  The “prime rate” is
a rate set by UBS AG, Stamford Branch based upon various factors including UBS
AG, Stamford Branch costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above, or below such announced rate.  Any change in such rate announced by UBS AG,
Stamford Branch shall take effect at the opening of business 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
the meaning specified in the introductory paragraph to this Agreement.


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing,
as the context may require.


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


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


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


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


“Capital Expenditures”
means, for any period, the aggregate of (a) all expenditures (whether paid in
cash or accrued as liabilities) by the Borrower and the Restricted



 6
 









Subsidiaries during such period that, in conformity
with GAAP, are or are required to be included as additions during such period
to property, plant or equipment reflected in the consolidated balance sheet of
the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures
for such period and (c) the value of all assets under Capitalized Leases
incurred by the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not
include (i) expenditures made in connection with the replacement, substitution,
restoration or repair of assets to the extent financed with (x) insurance
proceeds paid on account of the loss of or damage to the assets being replaced,
restored or repaired or (y) awards of compensation arising from the taking by
eminent domain or condemnation of the assets being replaced, (ii) the purchase
price of equipment that is purchased simultaneously with the trade-in of
existing equipment to the extent that the gross amount of such purchase price
is reduced by the credit granted by the seller of such equipment for the
equipment being traded in at such time, (iii) the purchase of plant, property
or equipment or software to the extent financed with the proceeds of
Dispositions that are not required to be applied to prepay Term Loans pursuant
to Section 2.05(b), (iv) expenditures that constitute any part of Consolidated
Lease Expense, (v) expenditures that are accounted for as capital expenditures
by the Borrower or any Restricted Subsidiary and that actually are paid for by
a Person other than the Borrower or any Restricted Subsidiary and for which
none of the Borrower or any Restricted Subsidiary has provided or is required
to provide or incur, directly or indirectly, any consideration or obligation to
such Person or any other Person (whether before, during or after such period),
(vi) the book value of any asset owned by the Borrower or any Restricted
Subsidiary prior to or during such period to the extent that such book value is
included as a capital expenditure during such period as a result of such Person
reusing or beginning to reuse such asset during such period without a
corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to
permit such asset to be reused shall be included as a Capital Expenditure
during the period in which such expenditure actually is made and (y) such book
value shall have been included in Capital Expenditures when such asset was
originally acquired, (vii) capital requirements related to the one-time
conversion to a common global technology platform in an aggregate amount not to
exceed $30,000,000 during the term of this Agreement, or (viii) expenditures
that constitute Permitted Acquisitions.


“Capitalized Leases”
means all leases that have been or should be, in accordance with GAAP, recorded
as capitalized leases; provided that
for all purposes hereunder the amount of obligations under any Capitalized
Lease shall be the amount thereof accounted for as a liability in accordance
with GAAP.


“Capitalized Software
Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower
and the Restricted Subsidiaries during such period in respect of purchased
software or internally developed software and software enhancements that, in
conformity with GAAP, are or are required to be reflected as capitalized costs
on the consolidated balance sheet of the Borrower and the Restricted
Subsidiaries.


“Cash Collateral”
has the meaning specified in Section 2.03(f).


“Cash Collateral Account”
means a blocked account at UBS AG, Stamford Branch (or another commercial bank
selected in compliance with Section 9.09) in the name of



 7
 









the Administrative Agent and under the sole dominion
and control of the Administrative Agent, and otherwise established in a manner
satisfactory to the Administrative Agent.


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


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the
Borrower or any Restricted Subsidiary:


(a)           Dollars,
Euros or, in the case of any Foreign Subsidiary, such local currencies held by
it from time to time in the ordinary course of business;


(b)           readily
marketable obligations issued or directly and fully guaranteed or insured by
the government or any agency or instrumentality of (i) the United States or
(ii) any member nation of the European Union, in each case having average
maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States
or a member nation of the European Union is pledged in support thereof;


(c)           time
deposits with, or insured certificates of deposit or bankers’ acceptances of,
any commercial bank that (i) is a Lender or (ii) (A) is organized under the
Laws of the United States, any state thereof, the District of Columbia or any
member nation of the Organization for Economic Cooperation and Development or
is the principal banking Subsidiary of a bank holding company organized under
the Laws of the United States, any state thereof, the District of Columbia or
any member nation of the Organization for Economic Cooperation and Development,
and is a member of the Federal Reserve System, and (B) has combined capital and
surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or
(ii) being an “Approved Bank”), in each case with
average maturities of not more than 12 months from the date of acquisition
thereof;


(d)           commercial
paper and variable or fixed rate notes issued by an Approved Bank (or by the
parent company thereof) or any variable or fixed rate note issued by, or
guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by
S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case
with average maturities of not more than 12 months from the date of acquisition
thereof;


(e)           repurchase
agreements entered into by any Person with a bank or trust company (including
any of the Lenders) or recognized securities dealer, in each case, having
capital and surplus in excess of $250,000,000 for direct obligations issued by
or fully guaranteed or insured by the government or any agency or
instrumentality of (i) the United States or (ii) any member nation of the
European Union, in which such Person shall have a perfected first priority
security interest (subject to no other Liens) and having, on the date of
purchase thereof, a fair market value of at least 100% of the amount of the repurchase
obligations;


(f)            securities
with average maturities of 12 months or less from the date of acquisition
issued or fully guaranteed by any state,



 8
 









commonwealth or territory
of the United States, by any political subdivision or taxing authority of any
such state, commonwealth or territory or by any foreign government having an
investment grade rating from either S&P or Moody’s (or the equivalent
thereof);


(g)           Investments
with average maturities of 12 months or less from the date of acquisition in
money market funds rated AAA- (or the equivalent thereof) or better by S&P
or Aaa3 (or the equivalent thereof) or better by Moody’s;


(h)           instruments
equivalent to those referred to in clauses (a) through (g) above denominated in
Euros or any other foreign currency comparable in credit quality and tenor to
those referred to above and customarily used by corporations for cash management
purposes in any jurisdiction outside the United States to the extent reasonably
required in connection with any business conducted by any Restricted Subsidiary
organized in such jurisdiction; and


(i)            Investments,
classified in accordance with GAAP as current assets of the Borrower or any
Restricted Subsidiary, in money market investment programs which are registered
under the Investment Company Act of 1940 or which are administered by financial
institutions having capital of at least $250,000,000, and, in either case, the
portfolios of which are limited such that substantially all of such investments
are of the character, quality and maturity described in clauses (a) through (h)
of this definition.


“Cash Management Bank” means any Lender or any Affiliate of a
Lender providing cash management services to the Borrower or any Restricted
Subsidiary.


“Cash Management Obligations”
means obligations owed by the Borrower or any Restricted Subsidiary to any
Lender or any Affiliate of a Lender in respect of any overdraft and related
liabilities arising from treasury, depository and cash management services
(including in respect of liabilities arising from purchase cards, travel and
entertainment cards, or other card services) or any automated clearing house
transfers of funds.


“Casualty Event”
means any event that gives rise to the receipt by the Borrower or any
Restricted Subsidiary of any insurance proceeds or condemnation awards in respect
of any equipment, fixed assets or real property (including any improvements
thereon) to replace or repair such equipment, fixed assets or real property.


“CERCLA” means
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as subsequently amended.


“CERCLIS” means
the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.


“Change of Control”
means the earlier to occur of:


(a)           (A)
a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act, but excluding any employee benefit plan of such person and
its Subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan, to the extent such
plan, trustee, agent or other fiduciary or administrator is not acting in
concert with another person or entity),



 9
 









excluding the Permitted
Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than the
greater of (x) thirty-five percent (35%) of the then outstanding voting stock
of the Borrower and (y) the percentage of the then outstanding voting stock of
Borrower owned, directly or indirectly, beneficially by the Permitted Holders
or (B) during each period of twelve (12) consecutive months, the board of
directors of the Borrower shall not consist of a majority of the Continuing
Directors; or


(b)           any
“Change of Control” (or any comparable term) in any document pertaining to any
Junior Financing with an aggregate outstanding principal amount in excess of
the Threshold Amount.


“Class” (a) when
used with respect to Lenders, refers to whether such Lenders are Dollar
Revolving Credit Lenders, Alternative Currency Revolving Credit Lenders or Term
Lenders, (b) when used with respect to Commitments, refers to whether such
Commitments are Dollar Revolving Credit Commitments, Alternative Currency
Revolving Credit Commitments or Term Commitments and (c) when used with respect
to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising
such Borrowing, are Dollar Revolving Credit Loans, Alternative Currency Revolving
Credit Loans or Term Loans.


“Closing Date”
means the first date all the conditions precedent in Section 4.01 are satisfied
or waived in accordance with Section 4.01, which date shall be July 25, 2007.


“Code” means the
U.S. Internal Revenue Code of 1986, as amended from time to time, and rules and
regulations related thereto.


“Collateral”
means all the “Collateral” as defined in any Collateral Document and shall
include the Mortgaged Properties.


“Collateral Agent”
means UBS AG, Stamford Branch, in its capacity as collateral agent under any of
the Loan Documents, or any successor collateral agent.


“Collateral and Guarantee
Requirement” means, at any time, the requirement that:


(a)           the
Administrative Agent shall have received each Collateral Document required to
be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant
to Section 6.11 at such time, duly executed by each Loan Party thereto;


(b)           all
Obligations shall have been unconditionally guaranteed (the “Guarantees”) by each Restricted Subsidiary of the Borrower
that is a Domestic Subsidiary and not an Excluded Subsidiary (each, a “Guarantor”);


(c)           [reserved];


(d)           the
Obligations and the Guarantees shall have been secured by a first-priority
security interest in (i) all the Equity Interests of the Borrower, (ii) all
Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and
any Equity Interest of



 10















any Restricted Subsidiary pledged to secure Indebtedness
permitted under Section 7.03(g)) of each wholly owned Domestic Subsidiary of
the Borrower that is the direct Subsidiary of the Borrower or a Domestic
Subsidiary of the Borrower, and (iii) 65% the issued and outstanding Equity
Interests of each wholly owned Foreign Subsidiary that is directly owned by the
Borrower or any Domestic Subsidiary of the Borrower that is a Guarantor;


(e)           except
to the extent otherwise permitted hereunder or under any Collateral Document,
the Obligations and the Guarantees shall have been secured by a perfected
security interest in, and mortgages on, substantially all tangible and
intangible assets of the Borrower and each other Guarantor (including accounts
(other than deposit accounts or other bank or securities accounts), inventory,
equipment, investment property, contract rights, intellectual property, other
general intangibles, owned (but not leased) real property and proceeds of the
foregoing), in each case, with the priority required by the Collateral
Documents; provided that security interests in real
property shall be limited to the Mortgaged Properties;


(f)            none
of the Collateral shall be subject to any Liens other than Liens permitted by
Section 7.01; and


(g)           the
Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to each owned property required to be delivered pursuant to Section
6.11 (the “Mortgaged Properties”) duly
executed and delivered by the record owner of such property, (ii) a policy or
policies of title insurance issued by a nationally recognized title insurance
company insuring the Lien of each such Mortgage as a valid Lien on the property
described therein, free of any other Liens except as expressly permitted by
Section 7.01, together with such endorsements, coinsurance and reinsurance as
the Administrative Agent may reasonably request, and (iii) such existing
surveys, existing abstracts, existing appraisals, legal opinions and other
documents as the Administrative Agent may reasonably request with respect to
any such Mortgaged Property.


The foregoing definition shall not require the
creation or perfection of pledges of or security interests in, or the obtaining
of title insurance or surveys with respect to, particular assets if and for so
long as, in the reasonable judgment of the Administrative Agent (confirmed in
writing by notice to the Borrower), the cost of creating or perfecting such
pledges or security interests in such assets or obtaining title insurance or
surveys in respect of such assets shall be excessive in view of the benefits to
be obtained by the Lenders therefrom. 
The Administrative Agent may grant extensions of time for the perfection
of security interests in or the obtaining of title insurance with respect to
particular assets (including extensions beyond the Closing Date for the
perfection of security interests in the assets of the Loan Parties on such
date) where it reasonably determines, in consultation with the Borrower, that
perfection cannot be accomplished without undue effort or expense by the time
or times at which it would otherwise be required by this Agreement or the
Collateral Documents.


Notwithstanding the foregoing provisions of this
definition or anything in this Agreement or any other Loan Document to the
contrary, (a) with respect to leases of real property entered into by the
Borrower or any other Guarantor, the Borrower shall not be required to



 11
 









take any action with respect to creation or perfection
of security interests with respect to such leases and (b) Liens required to be
granted from time to time pursuant to the Collateral and Guarantee Requirement
shall be subject to exceptions and limitations set forth in the Collateral Documents
as in effect on the Closing Date and, to the extent appropriate in the
applicable jurisdiction, as agreed between the Administrative Agent and the
Borrower.


“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security
Agreement, the Mortgages, each of the mortgages, collateral assignments,
Security Agreement Supplements, security agreements, pledge agreements or other
similar agreements delivered to the Collateral Agent for the benefit of the
Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the
other agreements, instruments or documents that creates or purports to create a
Lien or Guarantee in favor of the Administrative Agent or the Collateral Agent,
as the case may be, for the benefit of the Secured Parties.


“Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may require.


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


“Compensation Period”
has the meaning specified in Section 2.12(c)(ii).


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


“Consolidated EBITDA”
means, for any period, the Consolidated Net Income for such period, plus:


(a)           without
duplication and to the extent already deducted (and not added back) in arriving
at such Consolidated Net Income, the sum of the following amounts for such
period:


(i)            total interest expense and, to the
extent not reflected in such total interest expense, any losses on hedging
obligations or other derivative instruments entered into for the purpose of
hedging interest rate risk, net of interest income and gains on such hedging
obligations, and costs of surety bonds in connection with financing activities,


(ii)           provision for taxes based on income,
profits or capital of the Borrower and the Restricted Subsidiaries, including
state, franchise and similar taxes (such as the Pennsylvania capital tax) and
foreign withholding taxes paid or accrued during such period,


(iii)          depreciation and amortization
including amortization of Capitalized Software Expenditures,



 12
 









(iv)          Non-Cash
Charges,


(v)           extraordinary losses and unusual or
non-recurring charges, severance, relocation costs and curtailments or
modifications to pension and post-retirement employee benefit plans,


(vi)          restructuring charges or reserves
(including restructuring costs related to acquisitions after the date hereof
and to closure/consolidation of facilities),


(vii)         non-recurring charges relating to the
conversion to a common global technology platform in an aggregate amount not to
exceed $30,000,000 for the term of this Agreement,


(viii)        any deductions attributable to minority
interests,


(ix)           [reserved],


(x)            the amount of any restructuring
charges, integration costs or other business optimization expenses or reserves
deducted (and not added back) in such period in computing Consolidated Net
Income, including any one-time costs incurred in connection with acquisitions
after the Closing Date and costs related to the closure and/or consolidation of
facilities, the separation from Cendant Corporation and Parent and the
business-to-consumer platform,


(xi)           any costs or expenses incurred by the
Borrower or a Restricted Subsidiary pursuant to any management equity plan or
stock option plan or any other management or employee benefit plan or agreement
or any stock subscription or shareholder agreement, to the extent that such
costs or expenses are funded with cash proceeds contributed to the capital of
the Borrower or net cash proceeds of an issuance of Equity Interests of the
Borrower (other than Disqualified Equity Interests), and


(xii)          the amount of net cost savings
projected by the Borrower in good faith to be realized as a result of specified
actions taken during or prior to such period (calculated on a pro forma basis
as though such cost savings had been realized on the first day of such period),
net of the amount of actual benefits realized during such period from such
actions; provided that (A) such cost savings are
reasonably identifiable and factually supportable, (B) such actions are taken
no later than 36 months after the Closing Date, (C) no cost savings shall be
added pursuant to this clause (xi) to the extent duplicative of any expenses or
charges relating to such cost savings that are included in clause (vi) above
with respect to such period and (D) the aggregate amount of cost savings added
pursuant to this clause (xii) shall not exceed $25,000,000 for any period
consisting of four consecutive quarters,


(b)           without
duplication and to the extent included in arriving at such Consolidated Net
Income, the sum of the following amounts for such period:



 13
 









(i)            extraordinary gains and unusual or
non-recurring gains,


(ii)           non-cash gains (excluding any
non-cash gain to the extent it represents the reversal of an accrual or reserve
for a potential cash item that reduced Consolidated EBITDA in any prior period),


(iii)          gains on asset sales (other than asset
sales in the ordinary course of business),


(iv)          any net after-tax income from the
early extinguishment of Indebtedness or hedging obligations or other derivative
instruments, and


(v)           all gains from investments recorded
using the equity method; provided that
Consolidated EBITDA shall be increased by the amount of dividends or
distributions or other payments from such investment to a Loan Party or the Restricted
Subsidiary which made the investment that are actually paid in cash during such
period (or to the extent converted into cash during such period),


in each case, as determined on a consolidated basis
for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,


(i)            there shall be excluded in
determining Consolidated EBITDA currency translation gains and losses (after
any offset) related to currency remeasurements of Indebtedness (including the
net loss or gain resulting from Swap Contracts for currency exchange risk),


(ii)           there shall be excluded in
determining Consolidated EBITDA for any period any adjustments (after any
offset) resulting from the application of Statement of Financial Accounting
Standards No. 133, and


(iii)          there shall be included in determining
Consolidated EBITDA for any period, without duplication, (A) the Acquired
EBITDA of any Person, property, business or asset acquired by the Borrower or
any Restricted Subsidiary during such period (but not the Acquired EBITDA of
any related Person, property, business or assets to the extent not so
acquired), to the extent not subsequently sold, transferred or otherwise
disposed by the Borrower or such Restricted Subsidiary during such period (each
such Person, property, business or asset acquired and not subsequently so
disposed of, an “Acquired Entity or Business”),
based on the actual Acquired EBITDA of such Acquired Entity or Business for
such period (including the portion thereof occurring prior to such acquisition)
and (B) for the purposes of the definition of the term “Permitted Acquisition”
and Section 7.11, an adjustment in respect of each Acquired Entity or Business
equal to the amount of the Pro Forma Adjustment with respect to such Acquired
Entity or Business for such period (including the portion thereof occurring
prior to such acquisition) as specified in a certificate executed by a
Responsible Officer and delivered to the Lenders and the Administrative Agent
and (C) for purposes of determining the Total Leverage Ratio and Fixed Charge
Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA
for any period the Disposed EBITDA of any Person, property, business or asset



 14
 









sold, transferred or otherwise disposed of, closed or
classified as discontinued operations by the Borrower or any Restricted
Subsidiary during such period (each such Person, property, business or asset so
sold or disposed of, a “Sold Entity or Business”),
based on the actual Disposed EBITDA of such Sold Entity or Business for such
period (including the portion thereof occurring prior to such sale, transfer or
disposition).


For the purpose of the definition of Consolidated
EBITDA, “Non-Cash Charges” means (a) losses on
discontinued operations and asset sales, disposals or abandonments, (b) any
impairment charge or asset write-off including, without limitation, those
related to intangible assets, long-lived assets, and investments in debt and
equity securities, in each case, pursuant to GAAP, (c) all losses from
investments recorded using the equity method, (d) stock-based awards compensation
expense, and (e) other non-cash charges including, without limitation, the
amortization of up-front bonuses in connection with the supplier services
business (provided that if any non-cash charges
referred to in this clause (e) represent an accrual or reserve for potential
cash items in any future period, the cash payment in respect thereof in such
future period shall be subtracted from Consolidated EBITDA to such extent, and
excluding amortization of a prepaid cash item that was paid in a prior period).


“Consolidated Fixed Charges”
means, for any period, the sum of (i) the cash interest expense (including that
attributable to Capitalized Leases), of the Borrower and the Restricted
Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP, including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers’ acceptance financing and net
costs under Swap Contracts, (ii) any scheduled principal payments made or
required to be made on Funded Debt made during such period, (iii) the aggregate
amount of Capital Expenditures for such period, (iv) all cash payments in respect
of income taxes made during such period (net of any cash refund in respect of
income taxes actually received during such period) and (v) the product of (a)
all dividend payments on any Equity Interests of the Borrower (other than to
the extent paid in Qualified Equity Interests of the Borrower) made during such
period, multiplied by (b) a
fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of the Borrower and the Restricted
Subsidiaries, expressed as a decimal; provided that
for purposes of the definition of the term “Permitted Acquisition” and Section
7.11, there shall be included in determining Consolidated Fixed Charges for any
period items analogous to those set forth in clauses (i) through (v) of this
definition for any Acquired Entity or Business acquired during such period,
based on the cash interest expense assuming any Indebtedness incurred or repaid
in connection with any such acquisition had been incurred or prepaid on the
first day of such period.  Notwithstanding
anything to the contrary contained herein, for purposes of determining
Consolidated Fixed Charges for any period ending prior to the first anniversary
of the Closing Date, Consolidated Fixed Charges shall be an amount equal to
actual Consolidated Fixed Charges from the Closing Date through the date of
determination multiplied by a fraction the numerator of which is 365 and the
denominator of which is the number of days from the Closing Date through the
date of determination.


“Consolidated Lease Expense”
means, for any period, all rental expenses of the Borrower and the Restricted
Subsidiaries during such period under operating leases for real or personal
property (including in connection with sale-leaseback transactions permitted by
Section 7.05(f)), excluding real estate taxes, insurance costs and common area
maintenance charges and



 15
 









net of sublease income, other than (a) obligations
under vehicle leases entered into in the ordinary course of business, (b) all
such rental expenses associated with assets acquired pursuant to a Permitted
Acquisition to the extent such rental expenses relate to operating leases in
effect at the time of (and immediately prior to) such acquisition and related
to periods prior to such acquisition and (c) all obligations under Capitalized
Leases, all as determined on a consolidated basis in accordance with GAAP.


“Consolidated Net Income”
means, for any period, the net income (loss) of the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, excluding, without duplication, (a) the net income of any Restricted
Subsidiary of the Borrower (other than any Guarantors) during such period to
the extent that the declaration or payment of dividends or similar
distributions by such Restricted Subsidiary of that income is not permitted by
operation of the terms of its organizational documents or any agreement,
instrument or requirement of law or regulation applicable to that Restricted
Subsidiary during such period unless such restriction has been legally waived
(b) extraordinary items for such period, (c) the cumulative effect of a change
in accounting principles during such period to the extent included in
Consolidated Net Income, (d) in the case of any period that includes a period
ending prior to or during the fiscal quarter ending September 30, 2007,
Transaction Expenses, (e) any fees and expenses incurred during such period, or
any amortization thereof for such period, in connection with any acquisition,
investment, asset disposition, issuance or repayment of debt, issuance of
equity securities, refinancing transaction or amendment or other modification
of any debt instrument (in each case, including any such transaction
consummated prior to the Closing Date and any such transaction undertaken but
not completed) and any charges or integration or non-recurring merger costs
incurred during such period as a result of any such transaction, (f) any income
(loss) for such period attributable to the early extinguishment of Indebtedness
and (g) accruals and reserves that are established within twelve months after
the Closing Date that are so required to be established as a result of the
Transaction in accordance with GAAP; provided that,
for the avoidance of doubt, any net income attributable to a Restricted
Subsidiary shall only constitute Consolidated Net Income after deducting for
any minority interests in such Restricted Subsidiary.  There shall be excluded from Consolidated Net
Income for any period the purchase accounting effects of adjustments to
property and equipment, software and other intangible assets, deferred revenue
and debt line items in component amounts required or permitted by GAAP and
related authoritative pronouncements (including the effects of such adjustments
pushed down to the Borrower and the Restricted Subsidiaries), as a result of
the Transaction, any acquisition consummated prior to the Closing Date, any
Permitted Acquisitions, or the amortization or write-off of any amounts
thereof, net of taxes (other than the impact of unfavorable contract
liabilities and commission agreements under purchase accounting).


“Consolidated Total Debt”
means, as of any date of determination, (a) the aggregate principal amount of
Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on
such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of Indebtedness resulting from the application
of purchase accounting in connection with the Transaction or any Permitted
Acquisition), consisting of Indebtedness for borrowed money, obligations in
respect of Capitalized Leases and debt obligations evidenced by promissory
notes or similar instruments, minus (b) the aggregate amount of cash and
Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual
Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and
clauses (i) and (ii) of



 16
 









Section 7.01(u)) included in the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries as of such date.


“Consolidated Working
Capital” means, at any date, the excess of (a) the sum of all
amounts (other than cash and Cash Equivalents) that would, in conformity with
GAAP, be set forth opposite the caption “total current assets” (or any like
caption) on a consolidated balance sheet of the Borrower and the Restricted
Subsidiaries at such date over (b) the sum of all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current
liabilities” (or any like caption) on a consolidated balance sheet of the
Borrower and the Restricted Subsidiaries on such date, including deferred
revenue but excluding, without duplication, (i) the current portion of any
Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to
the extent otherwise included therein, (iii) the current portion of interest
and (iv) the current portion of current and deferred income taxes.


“Continuing Directors”
means the directors of the Borrower on the Closing Date, as elected or
appointed after giving effect to the Transaction and the other transactions contemplated
hereby, and each other director, if, in each case, such other directors’
nomination for election to the board of directors of the Borrower is
recommended by a majority of the then Continuing Directors or such other
director receives the vote of the Permitted Holders in his or her election by
the stockholders of the Borrower.


“Contract Consideration”
has the meaning specified in the definition of “Excess Cash Flow”.


“Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


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


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


“Cumulative Excess Cash
Flow” has the meaning specified in Section 7.02(n).


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


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


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable
Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the



 17
 









interest rate (including any Applicable Rate and any
Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum,
in each case, to the fullest extent permitted by applicable Laws.


“Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Term Loans,
Revolving Credit Loans, participations in L/C Obligations or participations in
Swing Line Loans required to be funded by it hereunder within one (1) Business
Day of the date required to be funded by it hereunder, unless the subject of a
good faith dispute or subsequently cured, (b) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one (1) Business Day of the date when due, unless
the subject of a good faith dispute or subsequently cured, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.


“Designated Non-Cash
Consideration” means the fair market value of non-cash consideration
received by the Borrower or a Restricted Subsidiary in connection with a Disposition
pursuant to Section 7.05(j) that is designated as Designated Non-Cash
Consideration pursuant to a certificate of a Responsible Officer, setting forth
the basis of such valuation (which amount will be reduced by the fair market
value of the portion of the non-cash consideration converted to cash within 180
days following the consummation of the applicable Disposition).


“Disposed EBITDA”
means, with respect to any Sold Entity or Business for any period, the amount
for such period of Consolidated EBITDA of such Sold Entity or Business
(determined as if references to the Borrower and the Restricted Subsidiaries in
the definition of Consolidated EBITDA were references to such Sold Entity or
Business and its Subsidiaries), all as determined on a consolidated basis for
such Sold Entity or Business.


“Disposition” or
“Dispose” means the sale, transfer,
license, lease or other disposition (including any sale and leaseback
transaction and any sale of Equity Interests) of any property by any Person,
including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith; provided that “Disposition” and “Dispose” shall
not be deemed to include any issuance by the Borrower of any of its Equity
Interests to another Person.


“Disqualified Equity
Interests” means any Equity Interest which, by its terms (or by the
terms of any security or other Equity Interests into which it is convertible or
for which it is exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified
Equity Interests), pursuant to a sinking fund obligation or otherwise (except
as a result of a change of control or asset sale so long as any rights of the
holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Loans and all other
Obligations that are accrued and payable and the termination of the Commitments
and all outstanding Letters of Credit), (b) is redeemable at the option of the
holder thereof (other than solely for Qualified Equity Interests), in whole or
in part, (c) provides for the scheduled payments of dividends in cash, or (d)
is or becomes convertible into or exchangeable for Indebtedness or any other
Equity Interests that would constitute Disqualified Equity Interests, in each
case, prior to the date that is ninety-one (91) days after the Maturity Date of
the Term Loans.



 18
 









“Documentation Agent”
means Lehman Brothers Inc., as Documentation Agent under this Agreement.


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


“Dollar Amount”
means, at any time:


(a)           with
respect to any Loan denominated in Dollars (including, with respect to any
Swing Line Loan, any funded participation therein), the principal amount
thereof then outstanding (or in which such participation is held);


(b)           with
respect to any Loan denominated in an Alternative Currency, the principal
amount thereof then outstanding in the relevant Alternative Currency, converted
to Dollars in accordance with Section 1.08 and Section 2.15(a); and


(c)           with
respect to any L/C Obligation (or any risk participation therein), (A) if
denominated in Dollars, the amount thereof and (B) if denominated in an
Alternative Currency, the amount thereof converted to Dollars in accordance
with Section 1.08 and Section 2.15(b).


 “Dollar L/C Advance”
means, with respect to each Dollar Revolving Credit Lender, such Lender’s
funding of its participation in any Dollar L/C Borrowing in accordance with its
Pro Rata Share.


“Dollar L/C
Borrowing” means an extension of credit resulting from a drawing
under any Dollar Letter of Credit which has not been reimbursed on the applicable
Honor Date or refinanced as a Dollar Revolving Credit Borrowing.


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


“Dollar L/C Issuer” means UBS AG, Stamford
Branch and any other Lender that becomes a Dollar L/C Issuer in accordance with
Section 2.03(j) or 10.07(j), in each case, in its capacity as an issuer of Dollar
Letters of Credit hereunder, or any successor issuer of Dollar Letters of
Credit hereunder.


“Dollar L/C Obligation”
means, as at any date of determination, the aggregate maximum amount then
available to be drawn under all outstanding Dollar Letters of Credit (whether
or not such maximum amount is then in effect under any such Dollar Letter of
Credit if such maximum amount increases periodically pursuant to the terms of
such Dollar Letter of Credit) plus the aggregate of all Unreimbursed Amounts in
respect of Dollar Letters of Credit, including all Dollar L/C Borrowings.


“Dollar Letter of Credit”
means a Letter of Credit denominated in Dollars and issued by any Dollar L/C
Issuer.



 19
 









“Dollar Revolving Credit
Borrowing” means a borrowing consisting of simultaneous Dollar Revolving
Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans,
having the same Interest Period made by each of the Dollar Revolving Credit
Lenders pursuant to Section 2.01(c)(i).


“Dollar Revolving Credit
Commitment” means, as to each Dollar Revolving Credit Lender, its
obligation to (a) make Dollar Revolving Credit Loans to the Borrowers pursuant
to Section 2.01(c)(i), (b) purchase participations in Dollar L/C Obligations in
respect of Dollar Letters of Credit and (c) purchase participations in Swing
Line Loans, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01
under the caption “Dollar Revolving Credit Commitment” or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.  The aggregate Dollar
Revolving Credit Commitments of all Dollar Revolving Credit Lenders shall be
$50,000,000 on the Closing Date, as such amount may be adjusted from time to
time in accordance with the terms of this Agreement.


“Dollar Revolving Credit
Exposure” means, as to each Dollar Revolving Credit Lender, the sum
of the outstanding principal amount of such Revolving Credit Lender’s Dollar
Revolving Credit Loans and its Pro Rata Share of the Dollar L/C Obligations and
the Swing Line Obligations at such time.


“Dollar Revolving Credit
Facility” means, at any time, the aggregate Dollar Amount of the
Dollar Revolving Credit Commitments at such time.


“Dollar Revolving Credit
Lender” means, at any time, any Lender that has a Dollar Revolving
Credit Commitment at such time.


“Dollar Revolving Credit
Loan” has the meaning specified in Section 2.01(c)(i).


“Dollar Revolving
Credit Note” means a promissory note of the Borrower payable to any
Dollar Revolving Credit Lender or its registered assigns, in substantially the
form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the
Borrower to such Dollar Revolving Credit Lender resulting from the Dollar
Revolving Credit Loans made by such Revolving Credit Lender.


“Domestic Subsidiary”
means any Subsidiary that is organized under the Laws of the United States, any
state thereof or the District of Columbia.


“ECF Percentage”
has the meaning specified in Section 2.05(b).


“Eligible Assignee”
means any Assignee permitted by and consented to in accordance with Section
10.07(b).


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


 



 20















“Environmental Laws”
means any and all federal, state, local, and foreign statutes, Laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution, the protection of the environment, natural
resources, or, to the extent relating to exposure to Hazardous Materials, human
health or to the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to
waste or public systems.


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for
damages, costs of environmental remediation, fines, penalties or indemnities),
of the Borrower, any other Loan Party or any of their respective Subsidiaries directly
or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant
to which liability is assumed or imposed with respect to any of the foregoing.


“Environmental Permit”
means any permit, approval, identification number, license or other authorization
required under any Environmental Law.


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


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to
time.


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is under common
control with any Loan Party within the meaning of Section 414 of the Code or
Section 4001 of ERISA.


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal
by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section
4063 of ERISA during a plan year in which it was a substantial employer (as
defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is
treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by any Loan Party or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of
any liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA
Affiliate.



 21
 









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


“Eurocurrency Rate”
means, for any Interest Period with respect to any Eurocurrency Rate Loan:


(a)           the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the page of the Dow Jones Market screen (or
any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars, Euros or Sterling (for
delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period, determined as of approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period, or, if
different, the date on which quotations would customarily be provided by leading
banks in the London Interbank Market for deposits of amounts in the relevant
currency for delivery on the first day of such Interest Period, or


(b)           if
the rate referenced in the preceding clause (a) does not appear on such page or
service or such page or service shall not be available, the rate per annum
equal to the rate determined by the Administrative Agent to be the offered rate
on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars, Euros or Sterling
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London
time) two (2) Business Days prior to the first day of such Interest Period, or,
if different, the date on which quotations would customarily be provided by leading
banks in the London Interbank Market for deposits of amounts in the relevant currency
for delivery on the first day of such Interest Period,


(c)           if
the rates referenced in the preceding clauses (a) and (b) are not available,
the rate per annum determined by the Administrative Agent as the rate of
interest at which deposits in Dollars, Euros or Sterling for delivery on the
first day of such Interest Period in Same Day Funds in the approximate amount
of the Eurocurrency Rate Loan being made, continued or converted by UBS AG,
Stamford Branch and with a term equivalent to such Interest Period would be
offered by a London Affiliate of UBS AG, Stamford Branch to major banks in the
London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period or, if different, the date on which quotations would customarily be
provided by leading banks in the London Interbank Market for deposits of
amounts in the relevant currency for delivery on the first day of such Interest
Period,


(d)           the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate that appears on the Telerate page 248 (or any successor
thereto) for deposits in Euros (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 a.m. (Brussels time) two (2) Business Days prior to the
first day of such Interest Period, or, if different, the date on which
quotations would customarily be provided by leading banks in the European
interbank market for deposits of amounts in Euros for delivery on the first day
of such Interest Period,



 22
 









(e)           if
the rate referenced in the preceding clause (d) does not appear on such page or
service or such page or service shall not be available, the rate per annum equal
to the rate determined by the Administrative Agent to be the offered rate on
such other page or other service that displays an average Banking Federation of
the European Union Interest Settlement Rate for deposits in Euros (for delivery
on the first day of such Interest Period) with a term equivalent to such
Interest Period, determined as of approximately 11:00 a.m. (London time) two
(2) Business Days prior to the first day of such Interest Period, or, if
different, the date on which quotations would customarily be provided by leading
banks in the European interbank market for deposits of amounts in Euros for
delivery on the first day of such Interest Period, or


(f)            if
the rates referenced in the preceding clauses (d) and (e) are not available,
the rate per annum determined by the Administrative Agent as the rate of
interest at which deposits in Euros for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the Eurocurrency
Rate Loan being made, continued or converted by UBS AG, Stamford Branch and
with a term equivalent to such Interest Period would be offered by a London
Affiliate of UBS AG, Stamford Branch to major banks in the European interbank
market at their request at approximately 11:00 a.m. (Brussels time) two (2)
Business Days prior to the first day of such Interest Period or, if different,
the date on which quotations would customarily be provided by leading banks in
the European interbank market for deposits of amounts in the relevant currency
for delivery on the first day of such Interest Period.


“Eurocurrency Rate Loan”
means a Loan, whether denominated in Dollars or in an Alternative Currency,
that bears interest at a rate based on the Eurocurrency Rate.


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


“Excess Cash Flow”
means, for any period, an amount equal to the excess of:


(a)           the sum, without duplication, of:


(i)                                     Consolidated
Net Income for such period,


(ii)           an
amount equal to the amount of all non-cash charges to the extent deducted in
arriving at such Consolidated Net Income,


(iii)          decreases
in Consolidated Working Capital and long-term account receivables for such
period (other than any such decreases arising from acquisitions (other than
acquisitions of inventory in the ordinary course of business) by the Borrower
and the Restricted Subsidiaries completed during such period)), and


(iv)          an
amount equal to the aggregate net non-cash loss on Dispositions by the Borrower
and the Restricted Subsidiaries during such period (other than Dispositions in
the ordinary course of business) to the extent deducted in arriving at such
Consolidated Net Income; over


(b)           the sum, without duplication, of:



 23
 









(i)            an
amount equal to the amount of all non-cash credits included in arriving at such
Consolidated Net Income and cash charges included in clauses (a) through (f) of
the definition of Consolidated Net Income,


(ii)           without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal
years, the amount of Capital Expenditures made in cash, except to the extent
that such Capital Expenditures were financed with the proceeds of Indebtedness
of the Borrower or the Restricted Subsidiaries,


(iii)          the
aggregate amount of all principal payments of Indebtedness of the Borrower and
the Restricted Subsidiaries (including (A) the principal component of payments
in respect of Capitalized Leases and (B) the amount of any mandatory prepayment
of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a
Disposition that resulted in an increase to Consolidated Net Income and not in
excess of the amount of such increase but excluding (X) all other prepayments
of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line
Loans) made during such period (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in
commitments thereunder), except to the extent financed with the proceeds of
other Indebtedness of the Borrower or the Restricted Subsidiaries,


(iv)          an
amount equal to the aggregate net non-cash gain on Dispositions by the Borrower
and the Restricted Subsidiaries during such period (other than Dispositions in
the ordinary course of business) to the extent included in arriving at such
Consolidated Net Income,


(v)           increases
in Consolidated Working Capital and long-term account receivables for such
period (other than any such increases arising from acquisitions by the Borrower
and the Restricted Subsidiaries during such period),


(vi)          cash
payments by the Borrower and the Restricted Subsidiaries during such period in
respect of long-term liabilities of the Borrower and the Restricted Subsidiaries
other than Indebtedness,


(vii)         without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal
years, the amount of Investments and acquisitions made during such period
pursuant to Section 7.02(b) or (i), to the extent that such Investments and
acquisitions were financed with internally generated cash flow of the Borrower
and the Restricted Subsidiaries,


(viii)        [reserved],


(ix)           the
aggregate amount of expenditures actually made by the Borrower and the
Restricted Subsidiaries in cash during such period (including expenditures for
the payment of financing fees) to the extent that such expenditures are not expensed
during such period,



 24
 









(x)            the aggregate amount of any premium,
make-whole or penalty payments actually paid in cash by the Borrower and the
Restricted Subsidiaries during such period that are required to be made in
connection with any prepayment of Indebtedness,


(xi)           without
duplication of amounts deducted from Excess Cash Flow in prior periods, the
aggregate consideration required to be paid in cash by the Borrower or any of
the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during
such period relating to Permitted Acquisitions or Capital Expenditures to be
consummated or made during the period of four consecutive fiscal quarters of
the Borrower following the end of such period; provided
that to the extent the aggregate amount of internally generated cash actually
utilized to finance such Permitted Acquisitions during such period of four
consecutive fiscal quarters is less than the Contract Consideration, the amount
of such shortfall shall be added to the calculation of Excess Cash Flow at the
end of such period of four consecutive fiscal quarters, and


(xii)          the
amount of cash taxes paid in such period to the extent they exceed the amount
of tax expense deducted in determining Consolidated Net Income for such period.


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


“Exchange Rate”
means on any day with respect to any currency other than Dollars, the rate at
which such currency may be exchanged into Dollars, as set forth at approximately
11:00 a.m. (London time) on such day on the Reuters World Currency Page for
such currency; in the event that such rate does not appear on any Reuters World
Currency Page, the Exchange Rate shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon
by the Administrative Agent and the Borrower, or, in the absence of such
agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 a.m. (New York City time) on such date for the
purchase of Dollars for delivery two Business Days later.


“Excluded Subsidiary”
means (a) any Subsidiary that is not a wholly owned Subsidiary of the Borrower,
(b) each Subsidiary listed on Schedule 1.01F hereto, (c) any Subsidiary
that is prohibited by applicable Law from guaranteeing the Obligations, (d) any
Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any
Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed
with secured Indebtedness incurred pursuant to Section 7.03(g) and each
Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to
be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is
repaid or becomes unsecured or if such Restricted Subsidiary ceases to
guarantee such secured Indebtedness, as applicable and (f) any other Subsidiary
with respect to which, in the reasonable judgment of the Administrative Agent
(confirmed in writing by notice to the Borrower), the cost or other
consequences (including any adverse tax consequences) of providing a Guarantee
shall be excessive in view of the benefits to be obtained by the Lenders
therefrom.



 25
 









“Existing Letters of Credit”
means the letters of credit outstanding on the Closing Date and set forth on Schedule
1.01E.


“Facility” means
the Term Loans, the Letters of Credit, the Dollar Revolving Credit Facility or
the Alternative Currency Revolving Credit Facility, as the context may require,
and are referred to collectively as the “Facilities”.


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


“Fixed Charge Coverage
Ratio” means, as of any date, the ratio of (a) Consolidated EBITDA
for the Test Period ending most recently on or prior to such date to (b) Consolidated
Fixed Charges for the Test Period ending most recently on or prior to such
date.


“Foreign Holdco”
means a direct wholly owned Subsidiary of the Borrower which shall hold all of
the Borrower’s interests in all of its other Foreign Subsidiaries.


“Foreign Lender”
has the meaning specified in Section 10.15(a)(i).


“Foreign Plan”
means any employee benefit plan, program, policy, arrangement or agreement
maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary
with respect to employees employed outside the United States.


“Foreign Subsidiary”
means any direct or indirect Restricted Subsidiary of the Borrower which is not
a Domestic Subsidiary.


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


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


“Funded Debt”
means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed
money that matures more than one year from the date of its creation or matures
within one year from such date that is renewable or extendable, at the option
of such Person, to a date more than one year from such date or arises under a
revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including
Indebtedness in respect of the Loans.



 26
 









“GAAP” means
generally accepted accounting principles in the United States of America, as in
effect from time to time; provided, however, that if the Borrower notifies the Administrative
Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the Closing Date in GAAP or
in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court, administrative
tribunal, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.


“Granting Lender”
has the meaning specified in Section 10.07(h).


“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation payable or
performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other monetary
obligation, (ii) to purchase or lease property, securities or services for the
purpose of assuring the obligee in respect of such Indebtedness or monetary
other obligation of the payment or performance of such Indebtedness or other
monetary obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash
flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other monetary obligation, or (iv) entered into for the purpose
of assuring in any other manner the obligee in respect of such Indebtedness or
other monetary obligation of the payment or performance thereof or to protect
such obligee against loss in respect thereof (in whole or in part), or (b) any
Lien on any assets of such Person securing any Indebtedness or other monetary
obligation of any other Person, whether or not such Indebtedness or monetary
other obligation is assumed by such Person (or any right, contingent or otherwise,
of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include
endorsements for collection or deposit, in either case in the ordinary course
of business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition
of assets permitted under this Agreement (other than such obligations with
respect to Indebtedness).  The amount of
any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by
the guaranteeing Person in good faith. 
The term “Guarantee” as a verb has a corresponding meaning.


“Guarantors” has
the meaning specified in the definition of “Collateral and Guarantee Requirement”.



 27
 









“Guaranty” means
(a) the guaranty made by the Borrower and the Subsidiary Guarantors in favor of
the Administrative Agent on behalf of the Secured Parties, substantially in the
form of Exhibit F and (b) each other guaranty and guaranty supplement
delivered pursuant to Section 6.11.


“Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.


“Hedge Bank”
means any Person that is a
Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge
Agreement, in its capacity as a party thereto.


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


“Incremental Amendment”
has the meaning specified in Section 2.14(a).


“Incremental Facility
Closing Date” has the meaning specified in Section 2.14(a).


“Incremental Term Loans”
has the meaning specified in Section 2.14(a).


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:


(a)           all
obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;


(b)           the
maximum amount (after giving effect to any prior drawings or reductions which
may have been reimbursed) of all letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds, performance
bonds and similar instruments issued or created by or for the account of such
Person;


(c)           net
obligations of such Person under any Swap Contract;


(d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than (i) trade accounts payable in the ordinary course of
business and (ii) any earn-out obligation until such obligation becomes a
liability on the balance sheet of such Person in accordance with GAAP);


(e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under
conditional sales or other title retention agreements and mortgage, industrial
revenue bond, industrial development bond and similar financings), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse;



 28
 









(f)            all
Attributable Indebtedness;


(g)           all
obligations of such Person in respect of Disqualified Equity Interests; and


(h)           all
Guarantees of such Person in respect of any of the foregoing.


For all purposes hereof, the Indebtedness of any
Person shall (A) include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner or a joint venturer, except
to the extent such Person’s liability for such Indebtedness is otherwise
limited and only to the extent such Indebtedness would be included in the
calculation of Consolidated Total Debt and (B) in the case of the Borrower and
its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding
364 days (inclusive of any roll-over or extensions of terms) and made in the
ordinary of business consistent with past practice.  The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.  The amount of
Indebtedness of any Person for purposes of clause (e) shall be deemed to be
equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and
(ii) the fair market value of the property encumbered thereby as determined by
such Person in good faith.


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


“Indemnitees”
has the meaning specified in Section 10.05.


“Information”
has the meaning specified in Section 10.08.


“Intellectual Property
Security Agreement” means the Intellectual Property Security
Agreement, substantially in the form attached as Exhibit J.


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


“Interest Period”
means, (a) as to each Eurocurrency Rate Loan, the period commencing on the date
such Eurocurrency Rate Loan is disbursed or converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, or to the extent available to each Lender of such Eurocurrency Rate
Loan, nine or twelve months or less than one month thereafter, as selected by
the Borrower in its Committed Loan Notice, and (b) as to Closing Date or on the
last day of the preceding Interest Period and ending on the next succeeding day
thereafter that is the last Business Day of March, June, September or December,
as the case may be; provided that:


(a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business 



 29
 









Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business
Day;


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


(c)           no
Interest Period shall extend beyond the Maturity Date of the Facility under
which such Loan was made.


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
Equity Interests or debt or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of Indebtedness of,
or purchase or other acquisition of any other debt or equity participation or
interest in, another Person, including any partnership or joint venture
interest in such other Person (excluding, in the case of the Borrower and its
Subsidiaries, intercompany loans, advances, or Indebtedness having a term not
exceeding 364 days (inclusive of any roll-over or extensions of terms) and made
in the ordinary course of business consistent with past practice) or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of all or substantially all of the property and assets or business of another
Person or assets constituting a business unit, line of business or division of
such Person.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.


“IP Collateral”
means all “Intellectual Property Collateral” referred to in the Collateral
Documents and all of the other IP Rights that are or are required by the terms
hereof or of the Collateral Documents to be subject to Liens in favor of the
Administrative Agent for the benefit of the Secured Parties.


“IP Rights” has
the meaning specified in Section 5.15.


“IRS” means the
United States Internal Revenue Service.


“Judgment Currency”
has the meaning specified in Section 10.19.


“Junior Financing”
has the meaning specified in Section 7.13(a).


“Junior Financing Documentation”
means any documentation governing any Junior Financing.


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



 30















“L/C Advances”
means the collective reference to Dollar L/C Advances and Alternative Currency
L/C Advances.


“L/C Borrowing”
means the collective reference to Dollar L/C Borrowings and Alternative
Currency L/C Borrowings.


“L/C Credit
Extensions” means the collectively reference to the Dollar L/C
Credit Extensions and the Alternative Currency L/C Credit Extensions.


“L/C Issuer”
means the collective reference to the Dollar L/C Issuer and the Alternative
Currency L/C Issuer.


“L/C Obligations”
means, the collective reference to the Dollar L/C Obligations and the
Alternative Currency L/C Obligations.


“Lender” has the
meaning specified in the introductory paragraph to this Agreement and, as the
context requires, includes an L/C Issuer and the Swing Line Lender, and their
respective successors and assigns as permitted hereunder, each of which is referred
to herein as a “Lender.”


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


“Letter of Credit”
means any Existing Letter of Credit or any Dollar Letter of Credit or
Alternative Currency Letter of Credit issued hereunder.  A Letter of Credit may be a commercial letter
of credit or a standby letter of credit.


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


“Letter of Credit
Expiration Date” means with respect to Letters of Credit, the day
that is five (5) Business Days prior to the scheduled Maturity Date then in
effect for the Revolving Credit Facilities (or, if such day is not a Business
Day, the next preceding Business Day).


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
easement, right of way or other encumbrance on title to real property, and any
Capitalized Lease having substantially the same economic effect as any of the
foregoing).


“Loan” means an
extension of credit by a Lender to a Borrower under Article II in the form of a
Term Loan, a Revolving Credit Loan or a Swing Line Loan.



 31
 









“Loan Documents”
means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty,
(iv) the Collateral Documents and (v) each Letter of Credit Application.


“Loan Parties”
means, collectively, the Borrower and each Guarantor.


“Management Stockholders”
means the members of management of the Borrower or any of its Subsidiaries who are
investors in the Borrower.


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


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


“Material Adverse Effect”
means (a) a material adverse effect on the business, operations, assets,
liabilities (actual or contingent) or financial condition of the Borrower and
its Subsidiaries, taken as a whole, (b) a material adverse effect on the
ability of the Loan Parties (taken as a whole) to perform their respective
payment obligations under any Loan Document to which any of the Loan Parties is
a party or (c) a material adverse effect on the rights and remedies of the
Lenders or the Agents under any Loan Document.


“Maturity Date”
means (a) with respect to the Revolving Credit Facilities, the sixth
anniversary of the Closing Date and (b) with respect to the Term Loans, the
seventh anniversary of the Closing Date; provided that
if either such anniversary is not a Business Day, the Maturity Date shall be
the Business Day immediately preceding such day.


“Maximum Rate”
has the meaning specified in Section 10.10.


“Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.


“Mortgage” means
a document in form and substance reasonably satisfactory to the Administrative
Agent.


“Mortgage Policies”
has the meaning specified in Section 6.13(b)(ii).


“Mortgaged Properties”
has the meaning specified in paragraph (g) of the definition of Collateral and
Guarantee Requirement.


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


“Net Cash Proceeds”
means:


(a)           with
respect to the Disposition of any asset by the Borrower or any Restricted
Subsidiary or any Casualty Event, the excess, if any, of (i) the sum of cash
and Cash Equivalents received in connection with such Disposition or Casualty
Event 



 32
 









(including any cash (whether in Dollars or an
Alternative Currency) or Cash Equivalents received by way of deferred payment
pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received and, with respect to any Casualty Event, any insurance
proceeds or condemnation awards in respect of such Casualty Event actually
received by or paid to or for the account of the Borrower or any Restricted
Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty,
if any, interest and other amounts on any Indebtedness that is secured by the
asset subject to such Disposition or Casualty Event and that is required to be
repaid (and is timely repaid) in connection with such Disposition or Casualty
Event (other than Indebtedness under the Loan Documents), (B) the out-of-pocket
expenses (including attorneys’ fees, investment banking fees, survey costs,
title insurance premiums, and related search and recording charges, transfer
taxes, deed or mortgage recording taxes, other customary expenses and brokerage,
consultant and other customary fees) actually incurred by the Borrower or such
Restricted Subsidiary in connection with such Disposition or Casualty Event,
(C) taxes paid or reasonably estimated to be actually payable in connection
therewith, and (D) any reserve for adjustment in respect of (x) the sale price
of such asset or assets established in accordance with GAAP and (y) any
liabilities associated with such asset or assets and retained by the Borrower
or any Restricted Subsidiary after such sale or other disposition thereof,
including pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations associated
with such transaction and it being understood that “Net Cash Proceeds” shall include
any cash or Cash Equivalents (i) received upon the Disposition of any non-cash
consideration received by the Borrower or any Restricted Subsidiary in any such
Disposition and (ii) upon the reversal (without the satisfaction of any
applicable liabilities in cash in a corresponding amount) of any reserve
described in clause (D) of the preceding sentence or, if such liabilities have
not been satisfied in cash and such reserve is not reversed within three
hundred and sixty-five (365) days after such Disposition or Casualty Event, the
amount of such reserve; provided that
(x) no net cash proceeds calculated in accordance with the foregoing realized
in a single transaction or series of related transactions shall constitute Net
Cash Proceeds unless such net cash proceeds shall exceed a Dollar Amount of
$5,000,000and (y) no such net cash proceeds shall constitute Net Cash Proceeds
under this clause (a) in any fiscal year until the aggregate amount of all such
net cash proceeds in such fiscal year shall exceed a Dollar Amount of
$15,000,000 (and thereafter only net cash proceeds in excess of such amount
shall constitute Net Cash Proceeds under this clause (a)); and


(b)           with
respect to the incurrence or issuance of any Indebtedness by the Borrower or
any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash
received in connection with such incurrence or issuance over (ii) the
investment banking fees, underwriting discounts, commissions, costs and other
out-of-pocket expenses and other customary expenses, incurred by the Borrower
or such Restricted Subsidiary in connection with such incurrence or issuance.


“Non-Cash Charges”
has the meaning specified in the definition of the term “Consolidated
EBITDA”.


“Non-Consenting Lender”
has the meaning specified in Section 3.07(d).



 33
 









“Nonrenewal Notice Date”
has the meaning specified in Section 2.03(b)(iii).


“Note” means a
Term Note, a Dollar Revolving Credit Note or an Alternative Currency Revolving
Credit Note, as the context may require.


“Notice of Intent to Cure”
has the meaning specified in Section 6.02(b).


“Not Otherwise Applied”
means, with reference to any amount of Net Cash Proceeds of any transaction or
event or of Excess Cash Flow that is proposed to be applied to a particular use
or transaction, that such amount (a) was not required to be applied to prepay
the Loans pursuant to Section 2.05(b) and (b) was not (or is not simultaneously
being) applied to anything other than that such particular use or transaction.


“NPL” means the
National Priorities List under CERCLA.


“Obligations”
means all (x) advances to, and debts, liabilities, obligations, covenants and
duties of, any Loan Party and its Subsidiaries arising under any Loan Document
or otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or
Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as
the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding, (y) obligations of any Loan Party and its
Subsidiaries arising under any Secured Hedge Agreement, and (z) Cash Management
Obligations. Without limiting the generality of the foregoing, the Obligations
of the Loan Parties under the Loan Documents (and of their Subsidiaries to the
extent they have obligations under the Loan Documents) include (a) the obligation
(including guarantee obligations) to pay principal, interest, Letter of Credit
commissions, reimbursement obligations, charges, expenses, fees, Attorney
Costs, indemnities and other amounts payable by any Loan Party or its
Subsidiaries under any Loan Document and (b) the obligation of any Loan Party
or any of its Subsidiaries to reimburse any amount in respect of any of the
foregoing that any Lender, in its sole discretion, may elect to pay or advance
on behalf of such Loan Party or such Subsidiary.


“Orbitz IPO”
means the issuance by the Borrower on the Closing Date of its common Equity
Interests in an underwritten public offering.


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive
documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such entity.



 34
 









“Other Sponsor”
shall mean another financial sponsor identified to the Administrative Agent
that is a purchaser of Equity Interests of the Borrower on or promptly after
the Closing Date.


“Other Taxes”
has the meaning specified in Section 3.01(b).


“Outstanding Amount”
means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line
Loans on any date, the Dollar Amount thereof after giving effect to any
borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans
(including any refinancing of outstanding Unreimbursed Amounts under Letters of
Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line
Loans, as the case may be, occurring on such date; and (b) with respect to any
L/C Obligations on any date, the Dollar Amount thereof on such date after
giving effect to any related L/C Credit Extension occurring on such date and
any other changes thereto as of such date, including as a result of any
reimbursements of outstanding Unreimbursed Amounts under related Letters of
Credit (including any refinancing of outstanding Unreimbursed Amounts under
related Letters of Credit or related L/C Credit Extensions as a Revolving Credit
Borrowing or any reductions in the maximum amount available for drawing under
related Letters of Credit taking effect on such date.


“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the
Federal Funds Rate, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight
deposits in the applicable Alternative Currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would
be offered for such day by a branch or Affiliate of UBS AG, Stamford Branch in
the applicable offshore interbank market for such currency to major banks in
such interbank market.


“Parent” means
Travelport LLC or any Subsidiary of Travelport LLC (x) that is not, in each
case, the Borrower or one of the Borrower’s Subsidiaries, and (y) that is, in
each case, a Person of which Borrower is a Subsidiary.


“Parent Distribution”
has the meaning specified in the preliminary statement hereto.


“Participant”
has the meaning specified in Section 10.07(e).


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


“PBGC” means the
Pension Benefit Guaranty Corporation.


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section
3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of
ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate
or to which any Loan Party or any ERISA Affiliate contributes or has an
obligation to contribute, or in the case of a multiple employer or other plan
described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five (5) plan years.



 35
 









“Permitted Acquisition”
has the meaning specified in Section 7.02(i).


“Permitted Equity Issuance”
means any sale or issuance of any Qualified Equity Interests of the Borrower to
the extent permitted hereunder.


“Permitted Holders”
means each of (i) Parent, (ii) the Sponsor, (iii) the Management Stockholders
and (iv) the Other Sponsor; provided that
if the Management Stockholders own beneficially or of record more than fifteen
percent (15%) of the outstanding voting stock of the Borrower in the aggregate,
they shall be treated as Permitted Holders of only fifteen percent (15%) of the
outstanding voting stock of the Borrower at such time; provided
further that if the Other Sponsor owns beneficially or of record
more than fifteen percent (15%) of the outstanding voting stock of the Borrower
in the aggregate, it shall be treated as a Permitted Holder of only fifteen
percent (15%) of the outstanding voting stock of the Borrower at such time.


“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding,
renewal or extension of any Indebtedness of such Person; provided
that (a) the principal amount (or accreted value, if applicable) thereof does
not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed or extended except by
an amount equal to unpaid accrued interest and premium thereon plus
other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such modification, refinancing, refunding, renewal or extension
and by an amount equal to any existing commitments unutilized thereunder, (b)
other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), such modification, refinancing,
refunding, renewal or extension has a final maturity date equal to or later
than the final maturity date of, and has a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of, the
Indebtedness being modified, refinanced, refunded, renewed or extended, (c)
other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default
shall have occurred and be continuing, and (d) if such Indebtedness being
modified, refinanced, refunded, renewed or extended is Indebtedness permitted
pursuant to Section 7.03(b) or 7.13(a), (i) to the extent such Indebtedness
being modified, refinanced, refunded, renewed or extended is subordinated in
right of payment to the Obligations, such modification, refinancing, refunding,
renewal or extension is subordinated in right of payment to the Obligations on
terms at least as favorable to the Lenders as those contained in the
documentation governing the Indebtedness being modified, refinanced, refunded,
renewed or extended, (ii) the terms and conditions (including, if applicable,
as to collateral but excluding as to subordination, interest rate and
redemption premium) of any such modified, refinanced, refunded, renewed or
extended Indebtedness, taken as a whole, are not materially less favorable to
the Loan Parties or the Lenders than the terms and conditions of the
Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered
to the Administrative Agent at least five Business Days prior to the incurrence
of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the
documentation relating thereto, stating that the Borrower has determined in
good faith that such terms and conditions satisfy the foregoing requirement
shall be conclusive evidence that such terms and conditions satisfy the
foregoing requirement unless the Administrative Agent notifies the Borrower
within such five Business Day period that it disagrees with such determination
(including a reasonable description of the basis upon which it disagrees) and
(iii) such modification, refinancing, 



 36
 









refunding, renewal or extension is incurred by the
Person who is the obligor of the Indebtedness being modified, refinanced,
refunded, renewed or extended.


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


“Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA),
other than a Foreign Plan, established by any Loan Party or, with respect to
any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any ERISA Affiliate.


“Pledged Debt”
has the meaning specified in the Security Agreement.


“Pledged Equity”
has the meaning specified in the Security Agreement.


“Post-Acquisition Period”
means, with respect to the acquisition of an Acquired Entity or Business, the
period beginning on the date such acquisition is consummated and ending on the
last day of the sixth full consecutive fiscal quarter immediately following the
date on which such acquisition is consummated.


“Principal L/C Issuer”
means any L/C Issuer that has issued Letters of Credit under either Revolving
Credit Facility having an aggregate Outstanding Amount in excess of
$10,000,000.


“Pro Forma Adjustment”
means, for any Test Period that includes all or any part of a fiscal quarter
included in any Post-Acquisition Period, with respect to the Acquired EBITDA of
the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrower,
the pro forma increase or decrease in such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, projected by the Borrower in good faith as a result
of (a) actions taken during such Post-Acquisition Period for the purposes of
realizing reasonably identifiable and factually supportable cost savings or (b)
any additional costs incurred during such Post-Acquisition Period, in each case
in connection with the combination of the operations of such Acquired Entity or
Business with the operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such
Post-Acquisition Period or such costs are incurred during such Post-Acquisition
Period, as applicable, the cost savings related to such actions or such
additional costs, as applicable, it may be assumed, for purposes of projecting
such pro forma increase or decrease to such Acquired EBITDA or such Consolidated
EBITDA, as the case may be, that such cost savings will be realizable during
the entirety of such Test Period, or such additional costs, as applicable, will
be incurred during the entirety of such Test Period; provided
further that any such pro forma increase
or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case
may be, shall be without duplication for cost savings or additional costs
already included in such Acquired EBITDA or such Consolidated EBITDA, as the
case may be, for such Test Period.


“Pro Forma
Balance Sheet” has the meaning specified in Section 5.05(a)(ii).


“Pro Forma Basis”,
“Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any
test or covenant hereunder, that (A) if compliance for a Test Period ending on
or before December 31, 2007 is being determined, the Transaction shall have 



 37
 









been deemed to have been consummated on the first day
of such applicable Test Period, (B) to the extent applicable, the Pro Forma
Adjustment shall have been made and (C) all Specified Transactions and the
following transactions in connection therewith shall be deemed to have occurred
as of the first day of the applicable period of measurement in such test or
covenant:  (a) income statement items
(whether positive or negative) attributable to the property or Person subject
to such Specified Transaction, (i) in the case of a Disposition of all or
substantially all Equity Interests in any Subsidiary of the Borrower or any
division, product line, or facility used for operations of the Borrower or any
of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted
Acquisition or Investment described in the definition of  “Specified Transaction”, shall be included,
(b) any retirement of Indebtedness, and (c) any Indebtedness incurred or
assumed by the Borrower or any of the Restricted Subsidiaries in connection
therewith and if such Indebtedness has a floating or formula rate, shall have
an implied rate of interest for the applicable period for purposes of this
definition determined by utilizing the rate which is or would be in effect with
respect to such Indebtedness as at the relevant date of determination; provided that, without limiting  the application of the Pro Forma Adjustment
pursuant to (A) above, the foregoing pro forma adjustments may be applied to
any such test or covenant solely to the extent that such adjustments are
consistent with the definition of Consolidated EBITDA and give effect to events
(including operating expense reductions) that are (i) (x) directly attributable
to such transaction, (y) expected to have a continuing impact on the Borrower
and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise
consistent with the definition of Pro Forma Adjustment.


“Pro Forma Financial
Statements” has the meaning specified in Section 5.05(a)(ii).


“Pro Rata Share”
means, with respect to each Lender at any time a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Commitments of such Lender under the applicable Facility or Facilities
at such time and the denominator of which is the amount of the Aggregate
Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then
the Pro Rata Share of each Lender shall be determined based on the Pro Rata
Share of such Lender immediately prior to such termination and after giving
effect to any subsequent assignments made pursuant to the terms hereof.


“Qualified Equity Interests”
means any Equity Interests that are not Disqualified Equity Interests.


“Refinanced Term Loans”
has the meaning specified in Section 10.01.


“Register” has
the meaning specified in Section 10.07(d).


“Rejection Notice”
has the meaning specified in Section 2.05(b)(vi)


“Replacement Term Loans”
has the meaning specified in Section 10.01.


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



 38
 









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


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum
of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s
risk participation and funded participation in Dollar L/C Obligations and Swing
Line Loans being deemed “held” by such Lender for purposes of this definition),
(b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit
Commitments; provided that the unused Term
Commitment and unused Revolving Credit Commitment of, and the portion of the
Total Outstandings held or deemed held by, any Defaulting Lender or the
Borrower or any Affiliate thereof shall be excluded for purposes of making a
determination of Required Lenders.


“Responsible Officer”
means the chief executive officer, president, vice president, chief financial
officer, treasurer or assistant treasurer or other similar officer of a Loan
Party and, as to any document delivered on the Closing Date, any secretary or
assistant secretary of a Loan Party.  Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.


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


“Restricted Subsidiary”
means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.


“Revolving Commitment
Increase” has the meaning specified in Section 2.14(a).


“Revolving Commitment
Increase Lender” has the meaning specified in Section 2.14(a).


“Revolving Credit Borrowing”
means a Dollar Revolving Credit Borrowing or an Alternative Currency Revolving
Credit Borrowing.


“Revolving Credit
Commitments” means the collective reference to the Dollar Revolving
Credit Commitment and the Alternative Currency Revolving Credit
Commitment.  The initial aggregate amount
of the Revolving Credit Commitments is $85,000,000.


“Revolving Credit
Facilities” means the collective reference to the Dollar Revolving
Credit Facility and the Alternative Currency Revolving Credit Facility.



 39
 









“Revolving Credit Lenders”
means the collective reference to the Dollar Revolving Credit Lenders and the
Alternative Currency Revolving Credit Lenders.


“Revolving Credit Loans”
means the collective reference to the Dollar Revolving Credit Loans and the
Alternative Currency Revolving Credit Loans.


“Revolving Credit
Notes” means the collective reference to the Dollar Revolving Credit
Notes and the Alternative Currency Revolving Credit Notes.


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


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


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


“Secured Hedge Agreement”
means any Swap Contract permitted under Section 7.03(f) that is entered into by
and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the
Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative
Agent and each co-agent or sub-agent appointed by the Administrative Agent from
time to time pursuant to Section 9.01(c).


“Securities Act”
means the Securities Act of 1933.


“Security Agreement”
means, collectively, the Security Agreement executed by the Loan Parties, substantially
in the form of Exhibit G, together with each other security agreement
supplement executed and delivered pursuant to Section 6.11.


“Security Agreement
Supplement” has the meaning specified in the Security Agreement.


“Senior Secured Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Total
Debt (other than Consolidated Total Debt that is subordinated in right of
payment to the Obligations) as of such date that is secured by a Lien to (b)
Consolidated EBITDA for the Test Period most recently ended on or prior to such
date.


“Sold Entity or Business”
has the meaning specified in the definition of the term “Consolidated EBITDA”.



 40















“Solvent” and “Solvency” mean, with respect to any Person on any date of determination,
that on such date (a) the fair value of the property of such Person is greater
than the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay such debts and liabilities as
they mature and (d) such Person is not engaged in business or a transaction,
and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital.  The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.


“SPC” has the
meaning specified in Section 10.07(h).


“Specified Transaction”
means any Investment, Disposition, incurrence or repayment of Indebtedness,
Subsidiary designation, Incremental Term Loan, Revolving Commitment Increase
that by the terms of this Agreement requires “Pro Forma Compliance” with a test
or covenant hereunder or requires such test or covenant to be calculated on a “Pro
Forma Basis”; provided that a Revolving Commitment
Increase, for purposes of this “Specified Transaction” definition, shall be
deemed to be fully drawn.


“Sponsor” means
The Blackstone Group and its Affiliates, but not including, however, any of its
portfolio companies.


“Sterling” and “£” means the lawful currency of the United Kingdom.


“Subsidiary” of
a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of
securities or other interests having ordinary voting power for the election of
directors or other governing body (other than securities or interests having
such power only by reason of the happening of a contingency) are at the time
beneficially owned, or the management of which is otherwise controlled,
directly, or indirectly through one or more intermediaries, or both, by such
Person.  Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary
or Subsidiaries of the Borrower.


“Subsidiary Guarantor”
means, collectively, the Subsidiaries of the Borrower that are Guarantors.


“Successor Borrower”
has the meaning specified in Section 7.04(d).


“Supplemental
Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental
Administrative Agents” shall have the corresponding meaning.


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index 



 41
 









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


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


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


“Swing Line Facility”
means the revolving credit facility made available by the Swing Line Lender
pursuant to Section 2.04.


“Swing Line Lender”
means UBS Loan Finance LLC, in its capacity as provider of Swing Line Loans, or
any successor swing line lender hereunder.


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


“Swing Line Loan Notice”
means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if
in writing, shall be substantially in the form of Exhibit B.


“Swing Line Obligations”
means, as at any date of determination, the aggregate principal amount of all
Swing Line Loans outstanding.


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


“Syndication Agent”
means Credit Suisse Securities (USA), LLC, as Syndication Agent under this
Agreement.


“TARGET Day”
means any day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) payment system (or, if such payment system 



 42
 









ceases to be operative, such other payment system (if
any) determined by the Administrative Agent to be a suitable replacement) is
open for the settlement of payments in Euro.


“Taxes” has the
meaning specified in Section 3.01(a).


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


“Term Commitment”
means, as to each Term Lender, its obligation to make a Term Loan to the
Borrower pursuant to Section 2.01(a) in an aggregate Dollar Amount not to
exceed the amount set forth opposite such Lender’s name on Schedule 2.01(a)
under the caption “Term Commitment” or in the Assignment and Assumption
pursuant to which such Term Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance with this
Agreement.  The initial aggregate amount
of the Term Commitments is $600,000,000.


“Term Lender”
means, at any time, any Lender that has a Term Commitment or a Term Loan at
such time.


“Term Loan”
means a Loan made pursuant to Section 2.01(a).


“Term Note”
means a promissory note of the Borrower payable to any Term Lender or its
registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing
the aggregate Indebtedness of the Borrower to such Term Lender resulting from
the Term Loans made by such Term Lender.


“Test Period” in
effect at any time shall mean the most recent period of four consecutive fiscal
quarters of the Borrower ended on or prior to such time (taken as one
accounting period) in respect of which financial statements for each quarter or
fiscal year in such period have been or are required to be delivered pursuant
to Section 6.01(a) or (b); provided that,
prior to the first date that financial statements have been or are required to
be delivered pursuant to Section 6.01(a) or (b), the Test Period in effect
shall be the period of four consecutive fiscal quarters of the Borrower for
which financial statements are then available. 
A Test Period may be designated by reference to the last day thereof
(i.e., the “March 31, 2008 Test Period” refers to the period of four
consecutive fiscal quarters of the Borrower ended March 31, 2008), and a Test Period
shall be deemed to end on the last day thereof.


“Threshold Amount”
means $10,000,000.


“Total Assets”
means the total assets of the Borrower and the Borrower’s Restricted
Subsidiaries on a consolidated basis, as shown on the most recent balance sheet
of the Borrower delivered pursuant to Section 6.01(a) or (b) or, for the period
prior to the time any such statements are so delivered pursuant to Section
6.01(a) or (b), the Unaudited Financial Statements.



 43
 









“Total Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated
Total Debt as of such date to (b) Consolidated EBITDA for the Test Period most
recently ended on or prior to such date.


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


“Transaction” means,
collectively, (a) the consummation of the Orbitz IPO, (b) the payment of the
Parent Distribution, (c) funding of the Loans on the Closing Date, (d) the
consummation of any other transactions in connection with the foregoing, and
(e) the payment of the fees and expenses incurred in connection with any of the
foregoing.


“Transaction Expenses”
means any fees or expenses incurred or paid by the Borrower or any Restricted
Subsidiary in connection with the Transaction, this Agreement and the other
Loan Documents and the transactions contemplated hereby and thereby.


“Travelport Credit
Agreement” has the meaning specified in the preliminary statements
to this Agreement.


“Travelport Debt Financing
Agreements” means (a) the indentures relating to (i) $300,000,000 in
aggregate principal amount of Travelport LLC’s 117/8% senior subordinated notes
due 2016, (ii) €160,000,000 in aggregate principal amount of Travelport LLC’s
107/8%
senior euro fixed rate notes due 2016, (iii) $450,000,000 in aggregate
principal amount of Travelport LLC’s 97/8% senior dollar fixed rate
notes due 2014, (iv) $150,000,000 in aggregate principal amount of Travelport
LLC’s dollar floating rate senior unsecured notes due 2014 and (v) €235,000,000
in aggregate principal amount of Travelport LLC’s euro floating rate senior unsecured
notes due 2014 and (b) any full or partial refinancing or replacement of any of
the foregoing to the extent that the restrictions contained in such refinancing
or replacement are not materially more onerous to the Borrower and its
Subsidiaries than the Indebtedness being so refinanced or replaced.


“Type” means,
with respect to a Loan denominated in Dollars, its character as a Base Rate
Loan or a Eurocurrency Rate Loan.


“UBS AG, Stamford Branch”
means UBS AG, Stamford Branch, and its successors.


“Unaudited
Financial Statements” has the meaning specified in Section 4.01(e).


“Uniform Commercial Code”
means the Uniform Commercial Code as the same may from time to time be in
effect in the State of New York or the Uniform Commercial Code (or similar code
or statute) of another jurisdiction, to the extent it may be required to apply
to any item or items of Collateral.


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


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



 44
 









“Unrestricted Subsidiary”
means (i) each Subsidiary of the Borrower listed on Schedule 1.01C and
(ii) any Subsidiary of the Borrower designated by the board of directors of the
Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to
the date hereof, and any Subsidiary of such Subsidiary.


“U.S. Lender”
has the meaning specified in Section 10.15(b).


“Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing: 
(i) the sum of the products obtained by multiplying (a) the amount of
each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
thereof, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment by (ii) the
then outstanding principal amount of such Indebtedness.


“wholly owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person
all of the outstanding Equity Interests of which (other than (x) director’s
qualifying shares and (y) shares issued to foreign nationals to the extent
required by applicable Law) are owned by such Person and/or by one or more
wholly owned Subsidiaries of such Person.


SECTION 1.02       Other Interpretive Provisions.  With reference to this Agreement and each
other Loan Document, unless otherwise specified herein or in such other Loan
Document:


(a)           The
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.


(b)           (i)  The words “herein,” “hereto,” “hereof” and “hereunder”
and words of similar import when used in any Loan Document shall refer to such
Loan Document as a whole and not to any particular provision thereof.


(ii)     Article, Section, Exhibit and Schedule
references are to the Loan Document in which such reference appears.


(iii)    The term “including” is by way of example
and not limitation.


(iv)    The term “documents” includes any and all
instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or
electronic form.


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


(d)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.



 45
 









SECTION 1.03       Accounting Terms.


(a)           All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial
ratios and other financial calculations) required to be submitted pursuant to
this Agreement shall be prepared in conformity with, GAAP, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.


(b)           Notwithstanding
anything to the contrary herein, for purposes of determining compliance with
any test or covenant contained in this Agreement with respect to any period
during which any Specified Transaction occurs, the Total Leverage Ratio and
Fixed Charge Coverage Ratio shall be calculated with respect to such period and
such Specified Transaction on a Pro Forma Basis.


SECTION 1.04       Rounding.  Any financial ratios required to be
maintained by the Borrower pursuant to this Agreement (or required to be satisfied
in order for a specific action to be permitted under this Agreement) shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).


SECTION 1.05       References to Agreements, Laws, Etc.  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
subsequent amendments, restatements, extensions, supplements and other
modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are permitted by
any Loan Document; and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Law.


SECTION 1.06       Times of Day.  Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).


SECTION 1.07       Timing of Payment of Performance.  When the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance
required on a day which is not a Business Day, the date of such payment (other
than as described in the definition of Interest Period) or performance shall
extend to the immediately succeeding Business Day.


SECTION 1.08       Currency Equivalents Generally.


(a)           Any
amount specified in this Agreement (other than in Articles II, IX and X or as
set forth in paragraph (b) of this Section) or any of the other Loan Documents
to be in Dollars shall also include the equivalent of such amount in any
currency other than Dollars, such equivalent amount to be determined at the
rate of exchange quoted by the Reuters World Currency Page for the applicable
currency at 11:00 a.m. (London time) on such day (or, in the event such rate
does not appear on any Reuters World Currency Page, by reference to such other
publicly available service for displaying exchange rates as may be agreed upon
by the 



 46
 









Administrative Agent and the Borrower, or, in the
absence of such agreement, such rate shall instead be the arithmetic average of
the spot rates of exchange of the Administrative Agent in the market where its
foreign currency exchange operations in respect of such currency are then being
conducted, at or about 10:00 a.m. (New York City time) on such date for the
purchase of Dollars for delivery two Business Days later); provided
that the determination of any Dollar Amount shall be made in accordance with
Section 2.15.  Notwithstanding the
foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and
7.03 with respect to any amount of Indebtedness or Investment in a currency
other than Dollars, no Default shall be deemed to have occurred solely as a
result of changes in rates of exchange occurring after the time such
Indebtedness or Investment is incurred; provided that,
for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall
otherwise apply to such Sections, including with respect to determining whether
any Indebtedness or Investment may be incurred at any time under such Sections.


(b)           For
purposes of determining compliance under Sections 7.02, 7.05 and 7.11, any
amount in a currency other than Dollars will be converted to Dollars based on
the average Exchange Rate for such currency for the most recent twelve-month
period immediately prior to the date of determination determined in a manner
consistent with that used in calculating Consolidated EBITDA for the applicable
period; provided, however,
that the foregoing shall not be deemed to apply to the determination of any
amount of Indebtedness.


ARTICLE II



The Commitments and Credit Extensions


SECTION 2.01       The Loans.


(a)           The Term Borrowings. 
Subject to the terms and conditions set forth in this Agreement, each
Term Lender severally agrees to make to the Borrower a single loan denominated
in Dollars in a Dollar Amount equal to such Term Lender’s Term Commitment on
the Closing Date.  Amounts borrowed under
this Section 2.01(a) and repaid or prepaid may not be reborrowed.  Term Loans may be Base Rate Loans or
Eurocurrency Rate Loans, as further provided herein.


(b)           [Reserved].


(c)           The Revolving Credit Borrowings.  Subject to the terms and conditions set forth
herein (i) each Dollar Revolving Credit Lender severally agrees to make loans denominated
in Dollars to the Borrower as elected by the Borrower pursuant to Section 2.02
(each such loan, a “Dollar Revolving Credit
Loan”) from time to time, on any Business Day following the Closing
Date until the Maturity Date, in an aggregate Dollar Amount not to exceed at
any time outstanding the amount of such Lender’s Dollar Revolving Credit
Commitment; provided that after giving effect to
any Dollar Revolving Credit Borrowing, the aggregate Outstanding Amount of the
Dollar Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share
of the Outstanding Amount of all Dollar L/C Obligations, plus such Lender’s Pro
Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Dollar Revolving Credit Commitment; and (ii) each Alternative
Currency Revolving Credit Lender severally agrees to make loans denominated in
an Alternative Currency or Dollars to the Borrower as 



 47
 









elected by the Borrower pursuant to Section 2.02 (each
such loan, an “Alternative Currency Revolving Credit Loan”)
from time to time, on any Business Day following the Closing Date until the Maturity
Date, in an aggregate Dollar Amount not to exceed at any time outstanding the
amount of such Lender’s Alternative Currency Revolving Credit Commitment; provided that after giving effect to any Alternative
Currency Revolving Credit Borrowing, the aggregate Outstanding Amount of the
Alternative Currency Revolving Credit Loans of any Lender, plus such Lender’s
Pro Rata Share of the Outstanding Amount of all Alternative Currency L/C Obligations
shall not exceed such Lender’s Alternative Currency Revolving Credit
Commitment.  Within the limits of each
Lender’s Revolving Credit Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section
2.05, and reborrow under this Section 2.01(c). 
Dollar Revolving Credit Loans and Alternative Currency Revolving Credit
Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans,
as further provided herein, and Alternative Currency Revolving Credit Loans denominated
in Alternative Currency must be Eurocurrency Rate Loans, as further provided
herein.


SECTION 2.02       Borrowings, Conversions and
Continuations of Loans.


(a)           Each
Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans
or Revolving Credit Loans from one Type to the other, and each continuation of
Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to
the Administrative Agent, which may be given by telephone.  Each such notice must be received by the
Administrative Agent not later than 12:00 p.m. (New York, New York time or
London, England time in the case of any Borrowing denominated in an Alternative
Currency) (i) three (3) Business Days prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Dollars or
any conversion of Base Rate Loans to Eurocurrency Rate Loans denominated in
Dollars, (ii) four (4) Business Days prior to the requested date of any Borrowing
or continuation of Eurocurrency Rate Loans denominated in an Alternative
Currency, and (iii) one (1) Business Day before the requested date of any
Borrowing of Base Rate Loans.  Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower.  Each Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal
amount of (x) $2,500,000 or a whole multiple of $500,000 in excess thereof in
the case of Term Loans or Revolving Credit Loans denominated in Dollars, (y)
€2,500,000 or a whole multiple of €500,000 in excess thereof in the case of
Alternative Currency Revolving Credit Loans denominated in Euros or (z)
£2,500,000 or a whole multiple of £500,000 in excess thereof in the case of
Alternative Currency Revolving Credit Loans denominated in Sterling.  Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof.  Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Term Borrowing, a Dollar Revolving Credit Borrowing, an
Alternative Currency Revolving Credit Borrowing, a conversion of Term Loans or
Revolving Credit Loans from one Type to the other, or a continuation of
Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the
currency in which the Loans to be borrowed are to be denominated, (v) the Type
of Loans to be borrowed or to which existing Term Loans or Revolving Credit
Loans are to be converted, and (vi) if applicable, the 



 48
 









duration of the Interest Period with respect
thereto.  If with respect to Loans
denominated in Dollars the Borrower fails to
specify a Type of Loan in a Committed Loan Notice or fails to give a timely
notice requesting a conversion or continuation, then the applicable Term Loans
or Revolving Credit Loans shall be made as, or converted to, Base Rate
Loans.  Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurocurrency Rate Loans.  If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period (or fails to give a
timely notice requesting a continuation of Eurocurrency Rate Loans denominated
in an Alternative Currency), it will be deemed to have specified an Interest
Period of one (1) month.  If no currency
is specified, the requested Borrowing shall be in Dollars.


(b)           Following receipt of a Committed Loan Notice, the Administrative
Agent shall promptly notify each Lender of the amount of its Pro Rata Share of
the applicable Class of Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans or
continuation described in Section 2.02(a). 
In the case of each Borrowing, each Appropriate Lender shall make the
amount of its Loan available to the Administrative Agent in Same Day Funds at
the Administrative Agent’s Office for the applicable currency not later than
1:00 p.m., in the case of any Loan denominated in Dollars, and not later than
1:00 p.m. (London time) in the case of any Loan in an Alternative Currency, in
each case on the Business Day specified in the applicable Committed Loan
Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make
all funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of UBS AG, Stamford Branch with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided
to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with
respect to such Borrowing is given by the Borrower, there are Swing Line Loans
or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Borrowings, second, to the
payment in full of any such Swing Line Loans, and third, to the Borrower as
provided above.


(c)           Except as otherwise provided herein, a Eurocurrency Rate
Loan may be continued or converted only on the last day of an Interest Period
for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if
any, under Section 3.05 in connection therewith.  During the existence of an Event of Default,
the Administrative Agent or the Required Lenders may require that no Loans may
be converted to or continued as Eurocurrency Rate Loans.


(d)           The Administrative Agent shall promptly notify the Borrower
and the Lenders of the interest rate applicable to any Interest Period for
Eurocurrency Rate Loans upon determination of such interest rate.  The determination of the Eurocurrency Rate by
the Administrative Agent shall be conclusive in the absence of manifest
error.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the Lenders
of any change in UBS AG, Stamford Branch prime rate used in determining the
Base Rate promptly following the public announcement of such change.



 49
 









(e)           After giving effect to all Term Borrowings, all Revolving
Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from
one Type to the other, and all continuations of Term Loans or Revolving Credit
Loans as the same Type, there shall not be more than fifteen (15) Interest
Periods in effect.


(f)            The failure of any Lender to make the Loan to be made by
it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Loan to be
made by such other Lender on the date of any Borrowing.


(g)           Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s portion of such Borrowing,
the Administrative Agent may, with the Borrower’s consent, assume that such
Lender has made such portion available to the Administrative Agent on the date
of such Borrowing in accordance with paragraph (b) above, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount.  If the
Administrative Agent shall have so made funds available, then, to the extent
that such Lender shall not have made such portion available to the Administrative
Agent, each of such Lender and the Borrower severally agrees to repay to the
Administrative Agent forthwith on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrower, the interest rate applicable at
the time to the Loans comprising such Borrowing and (ii) in the case of
such Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.  A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this Section 2.02(g) shall be conclusive in the absence of manifest
error.  If such Lender’s portion of such
Borrowing is not made available to the Administrative Agent by such Lender
within three Business Days after such the date of such Borrowing, the
Administrative Agent shall also be entitled to recover such amount with
interest thereon accruing from the date on which the Administrative Agent made
the funds available to the Borrower at the rate per annum applicable to Base
Rate Loans under the relevant Facility, on demand, from the Borrower.  If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender’s Loan as part of such Borrowing for purposes of this Agreement,
and the Borrower’s obligation to repay the Administrative Agent such
corresponding amount pursuant to this Section 2.02(g) shall cease.


SECTION 2.03       Letters of Credit.


(a)           The Letter of Credit
Commitments.


(i)      On
and after the Closing Date the Existing Letters of Credit will constitute
Letters of Credit under this Agreement and for purposes hereof will be deemed
to have been issued on the Closing Date.


(ii)     Subject
to the terms and conditions set forth herein, (A)(1) each Dollar L/C Issuer
agrees, in reliance upon the agreements of the other Dollar Revolving Credit
Lenders



 50















 


set forth in this Section 2.03, (x) from time
to time on any Business Day during the period from the Closing Date until the
Letter of Credit Expiration Date applicable to Dollar Letters of Credit issued
under the Dollar Revolving Credit Facility, to issue Dollar Letters of Credit
for the account of the Borrower (provided, that
any Dollar Letter of Credit may be for the benefit of any Subsidiary of the
Borrower) and to amend or renew Dollar Letters of Credit previously issued by
it, in accordance with Section 2.03(b), and (y) to honor drafts under the
Dollar Letters of Credit and (2) the Dollar Revolving Credit Lenders severally
agree to participate in Dollar Letters of Credit issued pursuant to this
Section 2.03, (B)(1) each Alternative Currency L/C Issuer agrees, in reliance
upon the agreements of the other Alternative Currency Revolving Credit Lenders
set forth in this Section 2.03, (x) from time to time on any Business Day
during the period from the Closing Date until the Letter of Credit Expiration
Date applicable to Alternative Currency Letters of Credit issued under the
Alternative Currency Revolving Credit Facility, to issue Alternative Currency
Letters of Credit denominated in an Alternative Currency or Dollars for the account
of the Borrower (provided, that any Alternative
Currency Letter of Credit may be for the benefit of any Subsidiary of the
Borrower) and to amend or renew Alternative Currency Letters of Credit
previously issued by it, in accordance with Section 2.03(b), and (y) to honor
drafts under the Alternative Currency Letters of Credit and (2) the Alternative
Currency Revolving Credit Lenders severally agree to participate in Alternative
Currency Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any
L/C Credit Extension with respect to any Letter of Credit, and no Lender shall
be obligated to participate in any Letter of Credit if as of the date of such
L/C Credit Extension, (w) the Dollar Revolving Credit Exposure of any Lender
would exceed such Lender’s Dollar Revolving Credit Commitment, (x) the
Alternative Currency Revolving Credit Exposure of any Lender would exceed such
Lender’s Alternative Currency Revolving Credit Commitment, (y) the Outstanding
Amount of the Dollar L/C Obligations would exceed the Dollar Revolving Credit
Commitment or (z) the Outstanding Amount of the Alternative Currency L/C
Obligations would exceed the Alternative Currency Revolving Credit
Commitment.  Within the foregoing limits,
and subject to the terms and conditions hereof, the Borrower’s ability to
obtain Letters of Credit shall be fully revolving, and accordingly the Borrower
may, during the foregoing period, obtain Letters of Credit to replace Letters
of Credit that have expired or that have been drawn upon and reimbursed.  Notwithstanding any such specification or
deemed specification, the Borrower may request in writing that a Letter of
Credit issued under either Revolving Credit Facility be deemed to be issued
under any other Facility (and such redesignation shall become effective on the
date of receipt by the Administrative Agent of such written request which shall
be a Business Day) so long as if at the time of the Administrative Agent’s
receipt of such request the issuance of such a Letter of Credit would be
permitted under such Facility by the foregoing provisions of this paragraph.


(iii)    An L/C Issuer shall be
under no obligation to issue any Letter of Credit if:


(A)          any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain such L/C Issuer from issuing such
Letter of Credit, or any Law applicable to such L/C Issuer or any directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or shall impose upon such L/C Issuer with respect to
such Letter of Credit any restriction, reserve or capital requirement (for
which such L/C Issuer is not otherwise compensated hereunder) not in effect on
the 



 51
 









 


Closing Date, or shall impose upon such L/C Issuer any unreimbursed
loss, cost or expense which was not applicable on the Closing Date (for which
such L/C Issuer is not otherwise compensated hereunder);


(B)           subject
to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit
(other than the Letters of Credit listed on Schedule 2.03(a)(iii)(B))
would occur more than twelve months after the date of issuance or last renewal,
unless the Required Lenders have approved such expiry date;


(C)           the
expiry date of such requested Letter of Credit would occur after applicable
Letter of Credit Expiration Date, unless all the Dollar Revolving Credit
Lenders have approved such expiry date; or


(D)          the
issuance of such Letter of Credit would violate any Laws binding upon such L/C
Issuer.


(iv)    An L/C Issuer shall be
under no obligation to amend any Letter of Credit if (A) such L/C Issuer would
have no obligation at such time to issue such Letter of Credit in its amended
form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit.


(b)           Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.


(i)      Each Letter of Credit
shall be issued or amended, as the case may be, upon the request of the
Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and
signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be received
by the relevant L/C Issuer and the Administrative Agent not later than 12:00
p.m. at least two (2) Business Days prior to the proposed issuance date or date
of amendment, as the case may be; or, in each case, such later date and time as
the relevant L/C Issuer may agree in a particular instance in its sole
discretion.  In the case of a request for
an initial issuance of a Letter of Credit, such Letter of Credit Application
shall specify in form and detail reasonably satisfactory to the relevant L/C
Issuer: (a) the proposed issuance date of the requested Letter of Credit (which
shall 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 be presented
by such beneficiary in case of any drawing thereunder; (f) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; (g) the currency in which the request Letter of Credit will be
denominated; and (h) such other matters as the relevant L/C Issuer may
reasonably request.  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 reasonably satisfactory to the
relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed
date of amendment thereof (which shall be a Business Day); (3) the nature of
the proposed amendment; and (4) such other matters as the relevant L/C Issuer
may reasonably request.


(ii)     Promptly after receipt of
any Letter of Credit Application, the relevant L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the 


 



 52
 









Administrative Agent has received a copy of
such Letter of Credit Application from the Borrower and, if not, such L/C
Issuer will provide the Administrative Agent with a copy thereof.  Upon receipt by the relevant L/C Issuer of confirmation
from the Administrative Agent that the requested issuance or amendment is
permitted in accordance with the terms hereof, then, subject to the terms and
conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter
of Credit for the account of the Borrower or enter into the applicable
amendment, as the case may be.  Immediately
upon the issuance of (x) each Dollar Letter of Credit, each Dollar Revolving
Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, acquire from the relevant L/C Issuer a risk participation in such
Dollar Letter of Credit in an amount equal to the product of such Dollar
Revolving Credit Lender’s Pro Rata Share times the amount of such Dollar Letter
of Credit and (y) each Alternative Currency Letter of Credit, each Alternative
Currency Revolving Credit Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, acquire from the relevant L/C Issuer a risk participation
in such Alternative Currency Letter of Credit in an amount equal to the product
of such Alternative Currency Revolving Credit Lender’s Pro Rata Share times the
amount of such Alternative Currency Letter of Credit.


(iii)    If the Borrower so
requests in any applicable Letter of Credit Application, the relevant L/C
Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions
(each, an “Auto-Renewal Letter of Credit”);
provided that any such Auto-Renewal
Letter of Credit must permit the relevant L/C Issuer to prevent any such
renewal at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Nonrenewal
Notice Date”) in each such twelve-month period to be agreed upon at
the time such Letter of Credit is issued. 
Unless otherwise directed by the relevant L/C Issuer, the Borrower shall
not be required to make a specific request to the relevant L/C Issuer for any
such renewal.  Once an Auto-Renewal
Letter of Credit has been issued, the applicable Lenders shall be deemed to
have authorized (but may not require) the relevant L/C Issuer to permit the
renewal of such Letter of Credit at any time to an expiry date not later than
the applicable Letter of Credit Expiration Date; provided
that the relevant L/C Issuer shall not permit any such renewal if (A) the
relevant L/C Issuer has determined that it would have no obligation at such
time to issue such Letter of Credit in its renewed form under the terms hereof
(by reason of the provisions of Section 2.03(a)(iii) or otherwise), or (B) it
has received notice (which may be by telephone or in writing) on or before the
day that is five (5) Business Days before the Nonrenewal Notice Date from the
Administrative Agent, any Revolving Credit Lender or the Borrower that one or
more of the applicable conditions specified in Section 4.02 is not then
satisfied.


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


(c)           Drawings and Reimbursements; Funding of Participations.


(i)      Upon receipt from the
beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower
and the Administrative Agent thereof. 
Not later than 11:00 a.m. on the Business Day immediately following the
date of any payment by an L/C Issuer under a Letter of Credit (each such 


 



 53
 









date, an “Honor
Date”), the Borrower shall reimburse such L/C Issuer through the
Administrative Agent in an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse such
L/C Issuer by such time, the Administrative Agent shall promptly notify each
Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing
(expressed in Dollars in the Dollar Amount thereof in the case of an Alternative
Currency) (the “Unreimbursed Amount”),
and the amount of such Appropriate Lender’s Pro Rata Share thereof.  In such event, (x) in the case of an
Unreimbursed Amount under a Dollar Letter of Credit, the Borrower shall be
deemed to have requested a Dollar Revolving Credit Borrowing of Base Rate Loans
and (y) in the case of an Unreimbursed Amount under an Alternative Currency
Letter of Credit, the Borrower shall be deemed to have requested an Alternative
Currency Revolving Credit Borrowing of Eurocurrency Rate Loans, in each case to
be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02 for the
principal amount of Eurocurrency Rate Loans or Base Rate Loans, but subject to
the amount of the unutilized portion of the Revolving Credit Commitments of the
Appropriate Lenders and Revolving Credit Lenders, and subject to the conditions
set forth in Section 4.02 (other than the delivery of a Committed Loan
Notice).  Any notice given by an L/C
Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be
given by telephone if immediately confirmed in writing; provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.


(ii)     Each Dollar Revolving
Credit Lender (including any such Lender acting as an L/C Issuer) shall upon
any notice pursuant to Section 2.03(c)(i) make funds available to the
Administrative Agent for the account of the relevant L/C Issuer at the
Administrative Agent’s Office for payments in an amount equal to its Pro Rata
Share of any Unreimbursed Amount in respect of a Dollar Letter of Credit not
later than 1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, whereupon, subject to the provisions of Section
2.03(c)(iii), each Dollar Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrower in such
amount.  The Administrative Agent shall
remit the funds so received to the relevant L/C Issuer.  Each Alternative Currency Revolving Credit
Lender (including any such Lender acting as an L/C Issuer) shall upon any
notice pursuant to Section 2.03(c)(i) make funds available to the Administrative
Agent for the account of the relevant L/C Issuer at the Administrative Agent’s
Office for payments in an amount equal to its Pro Rata Share of any
Unreimbursed Amount in respect of an Alternative Currency Letter of Credit not
later than 1:00 p.m. on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each
Alternative Currency Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrower in such
amount.  The Administrative Agent shall
remit the funds so received to the relevant L/C Issuer.


(iii)    With respect to any
Unreimbursed Amount in respect of a Dollar Letter of Credit that is not fully
refinanced by a Dollar Revolving Credit Borrowing of Base Rate Loans because
the conditions set forth in Section 4.02 cannot be satisfied or for any other
reason, the Borrower shall be deemed to have incurred from the relevant L/C
Issuer a Dollar L/C Borrowing in the amount of the Unreimbursed Amount that is
not so refinanced, which Dollar L/C Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Dollar
Revolving Credit Lender’s payment to the Administrative Agent for the account
of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed 


 



 54
 









payment in respect of its participation in
such Dollar L/C Borrowing and shall constitute a Dollar L/C Advance from such
Lender in satisfaction of its participation obligation under this Section
2.03.  With respect to any Unreimbursed
Amount in respect of an Alternative Currency Letter of Credit that is not fully
refinanced by an Alternative Currency Revolving Credit Borrowing of Base Rate
Loans because the conditions set forth in Section 4.02 cannot be satisfied or
for any other reason, the Borrower shall be deemed to have incurred from the
relevant L/C Issuer an Alternative Currency L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which Alternative Currency L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at the Default Rate.  In
such event, each Alternative Currency Revolving Credit Lender’s payment to the
Administrative Agent for the account of the relevant L/C Issuer pursuant to
Section 2.03(c)(ii) shall be deemed payment in respect of its participation in
such Alternative Currency L/C Borrowing and shall constitute an Alternative Currency
L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.03.


(iv)    Until each Revolving
Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under
any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of
such amount shall be solely for the account of the relevant L/C Issuer.


(v)     Each Revolving Credit
Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse
an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by
this Section 2.03(c), shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the relevant L/C
Issuer, the Borrower or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default; or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided
that each Revolving Credit Lender’s obligation to make Revolving Credit Loans
pursuant to this Section 2.03(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Borrower of a Committed Loan
Notice).  No such making of an L/C
Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse
the relevant L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.


(vi)    If any Revolving Credit
Lender fails to make available to the Administrative Agent for the account of
the relevant L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 2.03(c) by the time specified in Section
2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon
for the period from the date such payment is required to the date on which such
payment is immediately available to such L/C Issuer at a rate per annum equal
to the applicable Overnight Rate from time to time in effect.  A certificate of the relevant L/C Issuer
submitted to any Revolving Credit Lender (through the Administrative Agent)
with respect to any amounts owing under this Section 2.03(c)(vi) shall be
conclusive absent manifest error.


(vii)   If, at any time after an
L/C Issuer has made a payment under any Letter of Credit and has received from
any Revolving Credit Lender such Lender’s L/C Advance in 


 



 55
 









respect of such payment in accordance with
Section 2.03(c), the Administrative Agent receives for the account of such L/C
Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of
Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Pro Rata Share thereof
(appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.


(viii)  [reserved].


(ix)    [reserved].


(x)     If any payment received by
the Administrative Agent for the account of an L/C Issuer pursuant to Section
2.03(c)(i) is required to be returned under any of the circumstances described
in Section 10.06 (including pursuant to any settlement entered into by such L/C
Issuer in its discretion), each Revolving Credit Lender shall pay to the
Administrative Agent for the account of such L/C Issuer its Pro Rata Share
thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such amount is returned by such Lender, at a
rate per annum equal to the applicable Overnight Rate from time to time in effect.


(d)           Obligations Absolute. 
The obligation of the Borrower to reimburse the relevant L/C Issuer for
each drawing under each Letter of Credit issued by it and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all
circumstances, including the following:


(i)      any lack of validity or enforceability of
such Letter of Credit, this Agreement, or any other agreement or instrument
relating thereto;


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


(iii)    any draft, demand, certificate or other
document presented under such Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; or any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit;


(iv)    any payment by the relevant L/C Issuer under
such Letter of Credit against presentation of a draft or certificate that does
not strictly comply with the terms of such Letter of Credit; or any payment
made by the relevant L/C Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for
the benefit of creditors, liquidator, receiver or other representative of or 


 



 56
 









successor to any beneficiary or any
transferee of such Letter of Credit, including any arising in connection with
any proceeding under any Debtor Relief Law;


(v)     any exchange, release or nonperfection of
any Collateral, or any release or amendment or waiver of or consent to
departure from the Guaranty or any other guarantee, for all or any of the
Obligations any Loan Party in respect of such Letter of Credit; or


(vi)    any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, any Loan Party;


provided that the foregoing shall
not excuse any L/C Issuer from liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are waived by the Borrower to the extent permitted by applicable Law) suffered
by the Borrower that are caused by such L/C Issuer’s gross negligence or
willful misconduct when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.


(e)           Role of L/C Issuers. 
Each Lender and the Borrower agree that, in paying any drawing under a
Letter of Credit, the relevant L/C Issuer shall not have any responsibility to
obtain any document (other than any sight draft, certificates and documents
expressly required by the Letter of Credit) or to ascertain or inquire as to
the validity or accuracy of any such document or the authority of the Person
executing or delivering any such document. 
None of the L/C Issuers, any Agent-Related Person nor any of the
respective correspondents, participants or assignees of any L/C Issuer shall be
liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Letter of Credit Application.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary
or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall
not, preclude the Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, any Agent-Related
Person, nor any of the respective correspondents, participants or assignees of
any L/C Issuer, shall be liable or responsible for any of the matters described
in clauses (i) through (iii) of Section 2.03(e); provided
that anything in such clauses to the contrary notwithstanding, the Borrower may
have a claim against an L/C Issuer, and such L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by such L/C Issuer’s willful misconduct or gross negligence
or such L/C Issuer’s willful or grossly negligent failure to pay under any
Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit.  In furtherance and not
in limitation of the foregoing, each L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and no
L/C Issuer shall be responsible for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign a
Letter of 


 



 57
 









Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.


(f)            Cash Collateral.  (i)
If any Event of Default occurs and is continuing and the Administrative Agent
or the Required Lenders, as applicable, require the Borrower to Cash
Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event
of Default set forth under Section 8.01(f) or (g) occurs and is continuing,
then the Borrower shall Cash Collateralize the then Outstanding Amount of all
L/C Obligations (in an amount equal to such Outstanding Amount determined as of
the date of such Event of Default), and shall do so not later than 2:00 p.m.,
New York City time, on (x) in the case of the immediately preceding clause (i),
(1) the Business Day that the Borrower receives notice thereof, if such notice
is received on such day prior to 12:00 Noon, New York City time, or (2) if
clause (1) above does not apply, the Business Day immediately following the day
that the Borrower receives such notice and (y) in the case of the immediately
preceding clause (ii), the Business Day on which an Event of Default set forth
under Section 8.01(f) or (g) occurs or, if such day is not a Business Day, the
Business Day immediately succeeding such day. 
For purposes hereof, “Cash
Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the relevant L/C Issuer and the Revolving
Credit Lenders, as collateral for the L/C Obligations, cash or deposit account
balances (“Cash Collateral”)
pursuant to documentation in form and substance reasonably satisfactory to the
Administrative Agent and the relevant L/C Issuer (which documents are hereby consented
to by the Revolving Credit Lenders). 
Derivatives of such term have corresponding meanings.  The Borrower hereby grants to the
Administrative Agent, for the benefit of the L/C Issuers and the Revolving
Credit Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked accounts at UBS AG, Stamford Branch and may be invested in readily
available Cash Equivalents.  If at any
time the Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than the Administrative
Agent (on behalf of the Secured Parties) or that the total amount of such funds
is less than the aggregate Outstanding Amount of all L/C Obligations, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the
deposit accounts at UBS AG, Stamford Branch as aforesaid, an amount equal to
the excess of (a) such aggregate Outstanding Amount over (b) the total amount
of funds, if any, then held as Cash Collateral that the Administrative Agent
reasonably determines to be free and clear of any such right and claim.  Upon the drawing of any Letter of Credit for
which funds are on deposit as Cash Collateral, such funds shall be applied, to
the extent permitted under applicable Law, to reimburse the relevant L/C
Issuer.  To the extent the amount of any
Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and
so long as no Event of Default has occurred and is continuing, the excess shall
be refunded to the Borrower.  If such
Event of Default is cured or waived and no other Event of Default is then occurring
and continuing, the amount of any Cash Collateral shall be refunded to the Borrower.


(g)           Letter of Credit Fees.


(i)      The Borrower shall pay to
the Administrative Agent for the account of each Dollar Revolving Credit Lender
in accordance with its Pro Rata Share a Letter of Credit fee for each Dollar
Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate
times the daily maximum amount then available to be drawn under such Dollar
Letter of Credit 


 



 58
 









(whether or not such maximum amount is then
in effect under such Dollar Letter of Credit if such maximum amount increases
periodically pursuant to the terms of such Dollar Letter of Credit).  Such letter of credit fees shall be computed
on a quarterly basis in arrears.  Such
letter of credit fees shall be due and payable in Dollars on the first Business
Day after the end of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Dollar Letter of
Credit, on the Letter of Credit Expiration Date relating to Dollar Letters of
Credit and thereafter on demand.  If
there is any change in the Applicable Rate during any quarter, the daily
maximum amount of each Dollar Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


(ii)     The Borrower shall pay to
the Administrative Agent for the account of each Alternative Currency Revolving
Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for
each Alternative Currency Letter of Credit issued pursuant to this Agreement
equal to the Applicable Rate times the daily maximum amount then available to
be drawn under such Alternative Currency Letter of Credit (whether or not such
maximum amount is then in effect under such Alternative Currency Letter of
Credit if such maximum amount increases periodically pursuant to the terms of
such Alternative Currency Letter of Credit). 
Such letter of credit fees shall be computed on a quarterly basis in arrears.  Such letter of credit fees shall be due and
payable in Dollars on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Alternative Currency Letter of Credit, on the Letter of Credit
Expiration Date relating to Alternative Currency Letters of Credit and
thereafter on demand.  If there is any
change in the Applicable Rate during any quarter, the daily maximum amount of
each Alternative Currency Letter of Credit shall be computed and multiplied by
the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


(h)           Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuers.  The Borrower shall
pay directly to each L/C Issuer for its own account a fronting fee with respect
to each Letter of Credit issued by it equal to 0.125% per annum of the daily
maximum amount then available to be drawn under such Letter of Credit (whether
or not such maximum amount is then in effect under such Letter of Credit if
such maximum amount increases periodically pursuant to the terms of such Letter
of Credit).  Such fronting fees shall be
computed on a quarterly basis in arrears. 
Such fronting fees shall be due and payable on the first Business Day
after the end of each March, June, September and December, commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  In addition, the Borrower shall pay directly
to each L/C Issuer for its own account the customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of
such L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard
costs and charges are due and payable within ten (10) Business Days of demand
and are nonrefundable.


(i)            Conflict with Letter of Credit Application.  Notwithstanding anything else to the contrary
in any Letter of Credit Application, in the event of any conflict between the
terms hereof and the terms of any Letter of Credit Application, the terms
hereof shall control.



 59
 









(j)            Addition of an L/C Issuer.


(i)      A Dollar Revolving Credit
Lender may become an additional Dollar L/C Issuer hereunder pursuant to a
written agreement among the Borrower, the Administrative Agent and such Dollar
Revolving Credit Lender.  The
Administrative Agent shall notify the Dollar Revolving Credit Lenders of any
such additional Dollar L/C Issuer.


(ii)     An Alternative Currency
Revolving Credit Lender may become an additional Alternative Currency L/C
Issuer hereunder pursuant to a written agreement among the Borrower, the
Administrative Agent and such Alternative Currency Revolving Credit
Lender.  The Administrative Agent shall
notify the Alternative Currency Revolving Credit Lenders of any such additional
Alternative Currency L/C Issuer.


SECTION 2.04       Swing
Line Loans.


(a)           The Swing Line. 
Subject to the terms and conditions set forth herein, the Swing Line
Lender agrees to make loans in Dollars (each such loan, a “Swing Line Loan”) to the Borrower from time
to time on any Business Day (other than the Closing Date) until the Maturity
Date in an aggregate amount not to exceed at any time outstanding the amount of
the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Pro Rata Share of the Outstanding Amount of Dollar
Revolving Credit Loans and Dollar L/C Obligations of the Lender acting as Swing
Line Lender, may exceed the amount of such Lender’s Dollar Revolving Credit
Commitment; provided that, after giving effect to
any Swing Line Loan, the aggregate Outstanding Amount of the Dollar Revolving
Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the
Outstanding Amount of all Dollar L/C Obligations, plus such Lender’s Pro Rata
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender’s Dollar Revolving Credit Commitment then in effect; provided  further that,
the Borrower shall not use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan.  Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Borrower may borrow under this Section 2.04, prepay under Section 2.05, and
reborrow under this Section 2.04.  Each
Swing Line Loan shall be a Base Rate Loan. 
Swing Line Loans shall only be denominated in Dollars.  Immediately upon the making of a Swing Line
Loan, each Dollar Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender
a risk participation in such Swing Line Loan in an amount equal to the product
of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.


(b)           Borrowing Procedures. 
Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable
notice to the Swing Line Lender and the Administrative Agent, which may be
given by telephone.  Each such notice
must be received by the Swing Line Lender and the Administrative Agent not
later than 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 any amount in
excess of $100,000 shall be an integral multiple of $25,000), and (ii) the
requested borrowing date, which shall be a Business Day.  Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of the Borrower. 
Promptly after receipt by the Swing Line Lender of any telephonic Swing
Line Loan Notice, the


 



 60















 


Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the Swing Line Lender will notify the
Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received
notice (by telephone or in writing) from the Administrative Agent (including at
the request of any Dollar Revolving Credit Lender) prior to 2:00 p.m. on the
date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender
not to make such Swing Line Loan as a result of the limitations set forth in
the first proviso to the first sentence of Section 2.04(a), or (B) that one or
more of the applicable conditions specified in Section 4.02 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 date specified in such Swing Line
Loan Notice, make the amount of its Swing Line Loan available to the Borrower.


(c)           Refinancing of Swing Line Loans.


(i)      The Swing Line Lender at
any time in its sole and absolute discretion may request, on behalf of the
Borrower (which hereby irrevocably authorizes the Swing Line Lender to so
request on its behalf), that each Dollar Revolving Credit Lender make a Base
Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of
Swing Line Loans then outstanding.  Such
request shall be made in writing (which written request shall be deemed to be a
Committed Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein
for the principal amount of Base Rate Loans, but subject to the unutilized
portion of the aggregate Dollar Revolving Credit Commitments and the conditions
set forth in Section 4.02.  The Swing
Line Lender shall furnish the Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative
Agent.  Each Dollar Revolving Credit
Lender shall make an amount equal to its Pro Rata Share of the amount specified
in such Committed Loan Notice available to the Administrative Agent in Same Day
Funds for the account of the Swing Line Lender at the Administrative Agent’s
Office for Dollar denominated payments not later than 1:00 p.m. on the day
specified in such Committed Loan Notice, whereupon, subject to Section
2.04(c)(ii), each Dollar Revolving Credit Lender that so makes funds available
shall be deemed to have made a Base Rate Loan to the Borrower in such
amount.  The Administrative Agent shall
remit the funds so received to the Swing Line Lender.


(ii)     If for any reason any
Swing Line Loan cannot be refinanced by such a Dollar Revolving Credit Borrowing
in accordance with Section 2.04(c)(i), the request for Base Rate Loans
submitted by the Swing Line Lender as set forth herein shall be deemed to be a
request by the Swing Line Lender that each of the Dollar Revolving Credit Lenders
fund its risk participation in the relevant Swing Line Loan and each Dollar
Revolving Credit Lender’s payment to the Administrative Agent for the account
of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment
in respect of such participation.


(iii)    If any Dollar Revolving
Credit Lender fails to make available to the Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender
pursuant to the foregoing provisions of this Section 2.04(c) by the time
specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to
recover from such Lender (acting through the Administrative Agent), on demand,
such amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately 


 



 61
 









available to the Swing Line Lender at a rate
per annum equal to the applicable Overnight Rate from time to time in
effect.  A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


(iv)    Each Dollar Revolving
Credit Lender’s obligation to make Dollar Revolving Credit Loans or to purchase
and fund risk participations in Swing Line Loans pursuant to this Section
2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided
that each Dollar Revolving Credit Lender’s obligation to make Dollar Revolving
Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set
forth in Section 4.02.  No such funding
of risk participations shall relieve or otherwise impair the obligation of the
Borrower to repay Swing Line Loans, together with interest as provided herein.


(d)           Repayment of Participations.


(i)      At any time after any
Dollar Revolving Credit Lender has purchased and funded a risk participation in
a Swing Line Loan, if the Swing Line Lender receives any payment on account of
such Swing Line Loan, the Swing Line Lender will distribute to such Lender its
Pro Rata Share of such payment (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender’s risk
participation was funded) in the same funds as those received by the Swing Line
Lender.


(ii)     If any payment received
by the Swing Line Lender in respect of principal or interest on any Swing Line
Loan is required to be returned by the Swing Line Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Dollar Revolving
Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on
demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned, at a rate per annum equal to the
applicable Overnight Rate.  The
Administrative Agent will make such demand upon the request of the Swing Line
Lender.


(e)           Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible
for invoicing the Borrower for interest on the Swing Line Loans.  Until each Dollar Revolving Credit Lender
funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in
respect of such Pro Rata Share shall be solely for the account of the Swing
Line Lender.


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



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SECTION 2.05       Prepayments.


(a)           Optional.


(i)      The Borrower may, upon
notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part
without premium or penalty; provided that
(1) such notice must be received by the Administrative Agent not later than
12:00 p.m. (New York, New York time or London, England time in the case of Loans
denominated in an Alternative Currency) (A) three (3) Business Days prior to
any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B)
four (4) Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in an Alternative Currency and (C) on the date of prepayment
of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a
principal amount of (x) $2,500,000 or a whole multiple of $500,000 in excess
thereof in the case of Term Loans, (y) €2,500,000 or a whole multiple of
€500,000 in excess thereof in the case of Alternative Currency Revolving Credit
Loans denominated in Euros or (z) £2,500,000 or a whole multiple of £500,000 in
excess thereof in the case of Alternative Currency Revolving Credit Loans denominated
in Sterling; and (3) any prepayment of Base Rate 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 principal amount thereof then outstanding (it
being understood that Base Rate Loans shall be denominated in Dollars
only).  Each such notice shall specify
the date and amount of such prepayment and the Class(es) and Type(s) of Loans
to be prepaid.  The Administrative Agent
will promptly notify each Appropriate Lender of its receipt of each such
notice, and of the amount of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by a Borrower, the
Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein.  Any prepayment of a Eurocurrency Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05.  Each prepayment of principal of, and interest
on, Alternative Currency Revolving Credit Loans shall be made in the relevant
Alternative Currency or Dollars, as applicable (even if Borrower is required to
convert currency to do so).  Each
prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the
Appropriate Lenders in accordance with their respective Pro Rata Shares.


(ii)     The Borrower may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent), at
any time or from time to time, voluntarily prepay Swing Line Loans in whole or
in part without premium or penalty; provided that
(1) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment,
and (2) any such prepayment shall be in a minimum principal amount of $100,000
or a whole multiple of $100,000 in excess thereof or, if less, the entire
principal amount thereof then outstanding. 
Each such notice shall specify the date and amount of such
prepayment.  If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  All Swing Line Loans shall be denominated
in Dollars only.


(iii)    Notwithstanding anything
to the contrary contained in this Agreement, the Borrower may rescind any
notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment
would have resulted from a refinancing of all of the Facilities, which refinancing
shall not be consummated or shall otherwise be delayed.



 63
 









(iv)    Each voluntary prepayment
of Term Loans pursuant to this Section 2.05(a) shall be applied as directed by
the Borrower.


(b)           Mandatory.


(i)      Within five (5) Business
Days after financial statements have been delivered pursuant to Section 6.01(a)
and the related Compliance Certificate has been delivered pursuant to Section
6.02(b), the Borrower shall cause to be prepaid an aggregate Dollar Amount of
Term Loans equal to (A) 50% (such percentage as it may be reduced as described
below, the “ECF Percentage”) of
Excess Cash Flow, if any, for the fiscal year covered by such financial statements
(commencing with the fiscal year ended December 31, 2008) minus (B) the
sum of (i) all voluntary prepayments of Term Loans during such fiscal year and
(ii) all voluntary prepayments of Revolving Credit Loans during such fiscal
year to the extent the Revolving Credit Commitments are permanently reduced by
the amount of such payments, in the case of each of the immediately preceding
clauses (i) and (ii), to the extent such prepayments are not funded with the
proceeds of Indebtedness; provided that
(x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal
year covered by such financial statements was less than 2.5:1 and greater than
or equal to 1.5:1 and (y) the ECF Percentage shall be 0% if the Total Leverage
Ratio for the fiscal year covered by such financial statements was less than
1.5:1.


(ii)     (A)  If (x) the Borrower or any Restricted
Subsidiary Disposes of any property or assets (other than any Disposition of
any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the
extent constituting a Disposition by the Borrower or any Restricted Subsidiary
to a Loan Party), (e), (g) or (h)) or (y) any Casualty Event occurs, which in
the aggregate results in the realization or receipt by the Borrower or such
Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be
prepaid on or prior to the date which is ten (10) Business Days after the date
of the realization or receipt of such Net Cash Proceeds an aggregate Dollar
Amount of Term Loans equal to 100% of all Net Cash Proceeds realized or
received; provided that no such prepayment shall
be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion
of such Net Cash Proceeds that the Borrower shall have, on or prior to such
date, given written notice to the Administrative Agent of its intent to
reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be
provided if no Event of Default has occurred and is then continuing);


(B)           With
respect to any Net Cash Proceeds realized or received with respect to any
Disposition (other than (I) any Disposition specifically excluded from the
application of Section 2.05(b)(ii)(A) or (II) any Casualty Event, at the option
of the Borrower, the Borrower may reinvest all or any portion of such Net Cash
Proceeds in assets useful for the business of the Borrower and/or its
Subsidiaries within (x) fifteen (15) months following receipt of such Net Cash
Proceeds or (y) if the Borrower enters into a legally binding commitment to
reinvest such Net Cash Proceeds within fifteen (15) months following receipt
thereof, within one hundred and eighty (180) days of the date of such legally
binding commitment; provided that
(i) so long as an Event of Default shall have occurred and be continuing, the
Borrower (x) shall not be permitted to make any such reinvestments (other than
pursuant to a legally binding commitment that the Borrower entered into at a
time when no Event of Default is continuing) and (y) shall not be required to
apply such Net Cash Proceeds which have been previously applied to prepay
Revolving Credit Loans to the prepayment of Term Loans until such time as the
relevant investment period 


 



 64
 









has expired and no Event of Default is
continuing and (ii) if any Net Cash Proceeds are no longer intended to be or
cannot be so reinvested at any time after delivery of a notice of reinvestment
election, an amount equal to any such Net Cash Proceeds shall be applied within
five (5) Business Days after the Borrower reasonably determines that such Net
Cash Proceeds are no longer intended to be or cannot be so reinvested to the
prepayment of the Term Loans as set forth in this Section 2.05.


(iii)    If the Borrower or any
Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted
to be incurred or issued pursuant to Section 7.03, the Borrower shall cause to
be prepaid an aggregate Dollar Amount of Term Loans equal to 100% of all Net
Cash Proceeds received therefrom on or prior to the date which is five (5) Business
Days after the receipt of such Net Cash Proceeds.


(iv)    If for any reason the
aggregate Dollar Revolving Credit Exposures at any time exceeds the aggregate
Dollar Revolving Credit Commitments then in effect, the Borrower shall promptly
prepay or cause to be promptly prepaid Dollar Revolving Credit Loans and Swing
Line Loans and/or Cash Collateralize the Dollar L/C Obligations in an aggregate
amount equal to such excess; provided that
the Borrower shall not be required to Cash Collateralize the Dollar L/C
Obligations pursuant to this Section 2.05(b)(iv) unless after the prepayment in
full of the Dollar Revolving Credit Loans and Swing Line Loans such aggregate
Outstanding Amount exceeds the aggregate Dollar Revolving Credit Commitments
then in effect.  If for any reason the
aggregate Alternative Currency Revolving Credit Exposures at any time exceeds
the aggregate Alternative Currency Revolving Credit Commitments then in effect,
the Borrower shall promptly prepay or cause to be promptly prepaid Alternative
Currency Revolving Credit Loans and/or Cash Collateralize the Alternative
Currency L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash
Collateralize the Alternative Currency L/C Obligations pursuant to this Section
2.05(b)(iv) unless after the prepayment in full of the Alternative Currency
Revolving Credit Loans such aggregate Outstanding Amount exceeds the aggregate
Alternative Currency Revolving Credit Commitments then in effect.


(v)     Each prepayment of Term
Loans pursuant to this Section 2.05(b) shall be applied in direct order of
maturity to repayments thereof required pursuant to Section 2.07(a); and each
such prepayment shall be paid to the Lenders in accordance with their
respective Pro Rata Shares subject to clause (vi) of this Section 2.05(b).


(vi)    The Borrower shall notify
the Administrative Agent in writing of any mandatory prepayment of Term Loans
required to be made pursuant to clauses (i) through (iii) of this Section
2.05(b) at least three (3) Business Days prior to the date of such
prepayment.  Each such notice shall
specify the date of such prepayment and provide a reasonably detailed calculation
of the amount of such prepayment.  The
Administrative Agent will promptly notify each Appropriate Lender of the
contents of the Borrower’s prepayment notice and of such Appropriate Lender’s
Pro Rata Share of the prepayment.  Each
Appropriate Lender may reject all or a portion of its Pro Rata Share of any
mandatory prepayment of Term Loans required to be made pursuant to clauses (i)
through (iii) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative
Agent and the Borrower no later than 5:00 p.m. (New York time) one Business Day
after the date of such Lender’s receipt of notice from the Administrative Agent
regarding such prepayment; provided that
any Rejection Notice may be rejected by 


 



 65
 









the Borrower by 5:00 p.m. (New York time) on
the day of its receipt and shall thereupon become ineffective.  Each Rejection Notice from a given Lender
shall specify the principal amount of the mandatory repayment of Term Loans to
be rejected by such Lender.  If a Lender
fails to deliver a Rejection Notice to the Administrative Agent within the time
frame specified above or such Rejection Notice fails to specify the principal
amount of the Term Loans to be rejected, any such failure will be deemed an
acceptance of the total amount of such mandatory repayment of Term Loans.  In the event a Lender rejects all or any
portion of its Pro Rata Share of any mandatory prepayment of Term Loans
required pursuant to clauses (i) through (iii) of this Section 2.05(b), the
rejected portion of such Lender’s Pro Rata Share of such prepayment shall be
retained by the Borrower.


(vii)   Notwithstanding any of the
other provisions of Section 2.05(b), so long as no Event of Default shall have
occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required
to be made under this Section 2.05(b), other than on the last day of the
Interest Period therefor, the Borrower may, in its sole discretion, deposit the
amount of any such prepayment otherwise required to be made thereunder into a
Cash Collateral Account until the last day of such Interest Period, at which
time the Administrative Agent shall be authorized (without any further action
by or notice to or from the Borrower or any other Loan Party) to apply such
amount to the prepayment of such Loans in accordance with this Section
2.05(b).  Upon the occurrence and during
the continuance of any Event of Default, the Administrative Agent shall also be
authorized (without any further action by or notice to or from the Borrower or
any other Loan Party) to apply such amount to the prepayment of the outstanding
Loans in accordance with this Section 2.05(b).


(c)           Interest, Funding Losses, Etc.  All prepayments under this Section 2.05 shall
be accompanied by all accrued interest thereon, together with, in the case of
any such prepayment of a Eurocurrency Rate Loan on a date other than the last
day of an Interest Period therefor, any amounts owing in respect of such
Eurocurrency Rate Loan pursuant to Section 3.05.


SECTION 2.06       Termination
or Reduction of Commitments.


(a)           Optional.  The
Borrower may, upon written notice to the Administrative Agent, terminate the
unused Commitments of any Class, or from time to time permanently reduce the
unused Commitments of any Class; provided that
(i) any such notice shall be received by the Administrative Agent three (3)
Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $500,000 or any whole
multiple of $100,000 in excess thereof and (iii) if, after giving effect to any
reduction of the Commitments, the Swing Line Sublimit exceeds the amount of the
Dollar Revolving Credit Facility, such sublimit shall be automatically reduced
by the amount of such excess.  The amount
of any such Commitment reduction shall not be applied to the Swing Line
Sublimit unless otherwise specified by the Borrower.  Notwithstanding the foregoing, the Borrower
may rescind or postpone any notice of termination of the Commitments if such
termination would have resulted from a refinancing of all of the Facilities,
which refinancing shall not be consummated or otherwise shall be delayed.



 66
 









(b)           Mandatory.  The Term
Commitment of each Term Lender shall be automatically and permanently reduced
to $0 upon the making of such Term Lender’s Term Loans pursuant to Section
2.01(a). 
The Revolving Credit Commitments shall terminate on the Maturity Date
for such Facility.


(c)           Application of Commitment Reductions; Payment of Fees.  The Administrative Agent will promptly notify
the Lenders of any termination or reduction of unused portions of the Swing
Line Sublimit or the unused Commitments of any Class under this Section
2.06.  Upon any reduction of unused Commitments
of any Class, the Commitment of each Lender of such Class shall be reduced by
such Lender’s Pro Rata Share of the amount by which such Commitments are
reduced (other than the termination of the Commitment of any Lender as provided
in Section 3.07).


SECTION 2.07       Repayment
of Loans.


(a)           Term Loans.  The
Borrower shall repay to the Administrative Agent for the ratable account of the
Term Lenders (i) on the last Business Day of each March, June, September and
December, commencing with the last Business Day of December 2007, an aggregate
Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all Term Loans
outstanding on the Closing Date (which payments shall be reduced as a result of
the application of prepayments in accordance with the order of priority set
forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the
aggregate principal amount of all Term Loans outstanding on such date.


(b)           [Reserved].


(c)           Revolving Credit Loans. 
The Borrower shall repay to the Administrative Agent for the ratable
account of the Appropriate Lenders on the Maturity Date for the Revolving Credit
Facilities the aggregate principal amount of all of its Revolving Credit Loans
outstanding on such date.


(d)           Swing Line Loans.  The
Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the
date five (5) Business Days after such Loan is made and (ii) the Maturity Date
for the Dollar Revolving Credit Facility.


(e)           [Reserved].


(f)            For
the avoidance of doubt, all Loans shall be repaid, whether pursuant to this
Section 2.07 or otherwise, in the currency in which they were made.


SECTION 2.08       Interest.


(a)           Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall
bear interest on the outstanding principal amount thereof for each Interest
Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period
plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any
Lender which is lent from a Lending Office in the United Kingdom or a
Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Rate and (iii) each Swing 


 



 67
 









Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the
Base Rate plus the Applicable Rate for Dollar Revolving Credit Loans. 
For the avoidance of doubt, each Alternative Currency Revolving Credit
Loan denominated in Alternative Currency shall be a Eurocurrency Rate Loan.


(b)           The
Borrower shall pay interest on past due amounts hereunder at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by applicable Laws. 
Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be due and payable upon demand.


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


(d)           Interest
on each Loan shall be payable in the currency in which each Loan was made.


SECTION 2.09       Fees.  In addition to certain fees described in
Sections 2.03(g) and (h):


(a)           Commitment Fee.  The
Borrower shall pay to the Administrative Agent for the account of each (i)
Dollar Revolving Credit Lender in accordance with its Pro Rata Share, a
commitment fee equal to the Applicable Rate with respect to commitment fees
times the actual daily amount by which the aggregate Dollar Revolving Credit
Commitment exceeds the sum of (A) the Outstanding Amount of Dollar Revolving
Credit Loans and (B) the Outstanding Amount of Dollar L/C Obligations; provided that any commitment fee accrued with respect to any
of the Dollar Revolving Commitments of a Defaulting Lender during the period
prior to the time such Lender became a Defaulting Lender and unpaid at such
time shall not be payable by the Borrower so long as such Lender shall be a
Defaulting Lender except to the extent that such commitment fee shall otherwise
have been due and payable by the Borrower prior to such time; and provided  further that no
commitment fee shall accrue on any of the Dollar Revolving Credit Commitments
of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and
(ii) Alternative Currency Revolving Credit Lender in accordance with its Pro
Rata Share, a commitment fee equal to the Applicable Rate with respect to
commitment fees times the actual daily amount by which the aggregate
Alternative Currency Revolving Credit Commitment exceeds the sum of (A) the
Outstanding Amount of Alternative Currency Revolving Credit Loans and (B) the
Outstanding Amount of Alternative Currency L/C Obligations; provided that any commitment fee accrued with respect to any
of the Alternative Currency Revolving Commitments of a Defaulting Lender during
the period prior to the time such Lender became a Defaulting Lender and unpaid
at such time shall not be payable by the Borrower so long as such Lender shall
be a Defaulting Lender except to the extent that such commitment fee shall
otherwise have been due and payable by the Borrower prior to such time; and provided  further that no
commitment fee shall accrue on any of the Alternative Currency Revolving Credit
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.  The commitment fees shall accrue



 



 68
 









at all times from the Closing Date until the
Maturity Date for the Revolving Credit Facilities, including at any time during
which one or more of the conditions in Article IV is not met, and shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date for the Revolving Credit
Facilities.  The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable
Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.


(b)           [Reserved].


(c)           [Reserved].


(d)           Other Fees.  The
Borrower shall pay to the Agents such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever (except as expressly agreed
between the Borrower and the applicable Agent).


SECTION 2.10       Computation
of Interest and Fees.  All
computations of interest for Base Rate Loans when the Base Rate is determined
by UBS AG, Stamford Branch’s “prime rate” and for Alternative Currency
Revolving Credit Loans denominated in Sterling shall be made on the basis of a
year of three hundred and sixty-five (365) days and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a three hundred and sixty (360) day year and
actual days elapsed.  Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid; provided that any Loan that is
repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day.  Each
determination by the Administrative Agent of an interest rate or fee hereunder
shall be conclusive and binding for all purposes, absent manifest error.


SECTION 2.11       Evidence
of Indebtedness.


(a)           The
Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and evidenced by one or more
entries in the Register maintained by the Administrative Agent, acting solely
for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the
Borrower, in each case in the ordinary course of business.  The accounts or records maintained by the
Administrative Agent and each Lender shall be prima facie evidence absent
manifest error of the amount of the Credit Extensions made by the Lenders to
the Borrower and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and
records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of
manifest error.  Upon the request of any
Lender made through the Administrative Agent, the Borrower shall execute and
deliver to such Lender (through the Administrative Agent) a Note payable to
such Lender, which shall evidence such 


 



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Lender’s Loans in addition to such accounts or records.  Each Lender may attach schedules to its Note
and endorse thereon the date, Type (if applicable), amount and maturity of its
Loans and payments with respect thereto.


(b)           In
addition to the accounts and records referred to in Section 2.11(a), each
Lender and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records and, in the case of the Administrative Agent,
entries in the Register, evidencing the purchases and sales by such Lender of
participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the
accounts and records maintained by the Administrative Agent and the accounts
and records of any Lender in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.


(c)           Entries
made in good faith by the Administrative Agent in the Register pursuant to
Sections 2.11(a) and (b), and by each Lender in its account or accounts
pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the
amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case
of such account or accounts, such Lender, under this Agreement and the other
Loan Documents, absent manifest error; provided that
the failure of the Administrative Agent or such Lender to make an entry, or any
finding that an entry is incorrect, in the Register or such account or accounts
shall not limit or otherwise affect the obligations of the Borrower under this
Agreement and the other Loan Documents.


SECTION 2.12       Payments
Generally.


(a)           All
payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided
herein, all payments by the Borrower hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent’s Office in such
Alternative Currency and in Same Day Funds not later than 2:00 p.m. (London
time) on the dates specified herein.  If,
for any reason, the Borrower is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, the Borrower shall make such payment
in Dollars in the Dollar Amount of the Alternative Currency payment
amount.  The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable
share as provided herein) of such payment in like funds as received by wire
transfer to such Lender’s Lending Office. 
All payments received by the Administrative Agent (i) after 2:00 p.m.,
in the case of payments in Dollars, or (ii) after 2:00 p.m. (London time) in
the case of payments in an Alternative Currency, shall in each case be deemed received
on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue.


(b)           If
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and
such extension of time shall be reflected in computing interest or fees, as the
case may be; provided that, if such extension
would cause payment of interest on or principal of Eurocurrency Rate Loans to
be made in the next succeeding calendar month, such payment shall be made on
the immediately preceding Business Day.


 



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(c)           Unless
the Borrower or any Lender has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent
hereunder, that the Borrower or such Lender, as the case may be, will not make
such payment, the Administrative Agent may assume that the Borrower or such
Lender, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto.  If and
to the extent that such payment was not in fact made to the Administrative
Agent in Same Day Funds, then:


(i)      if the Borrower failed to make such
payment, each Lender shall forthwith on demand repay to the Administrative
Agent the portion of such assumed payment that was made available to such
Lender in Same Day Funds, together with interest thereon in respect of each day
from and including the date such amount was made available by the
Administrative Agent to such Lender to the date such amount is repaid to the
Administrative Agent in Same Day Funds at the applicable Overnight Rate from
time to time in effect; and


(ii)     if any Lender failed to make such payment,
such Lender shall forthwith on demand pay to the Administrative Agent the
amount thereof in Same Day Funds, together with interest thereon for the period
from the date such amount was made available by the Administrative Agent to the
Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum
equal to the applicable Overnight Rate from time to time in effect.  When such Lender makes payment to the
Administrative Agent (together with all accrued interest thereon), then such
payment amount (excluding the amount of any interest which may have accrued and
been paid in respect of such late payment) shall constitute such Lender’s Loan
included in the applicable Borrowing.  If
such Lender does not pay such amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent may make a demand therefor upon the
Borrower, and the Borrower shall pay such amount to the Administrative Agent,
together with interest thereon for the Compensation Period at a rate per annum
equal to the rate of interest applicable to the applicable Borrowing.  Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Commitment or to prejudice any rights
which the Administrative Agent or the Borrower may have against any Lender as a
result of any default by such Lender hereunder.


A notice of the Administrative Agent to any Lender or
the Borrower with respect to any amount owing under this Section 2.12(c) shall
be conclusive, absent manifest error.


(d)           If
any Lender makes available to the Administrative Agent funds for any Loan to be
made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrower by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


(e)           The
obligations of the Lenders hereunder to make Loans and to fund participations
in Letters of Credit and Swing Line Loans are several and not joint.  The failure of any Lender to make any Loan or
to fund any such participation on any date required hereunder 


 



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shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan or purchase its
participation.


(f)            Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular
place or manner.


(g)           Whenever
any payment received by the Administrative Agent under this Agreement or any of
the other Loan Documents is insufficient to pay in full all amounts due and
payable to the Administrative Agent and the Lenders under or in respect of this
Agreement and the other Loan Documents on any date, such payment shall be
distributed by the Administrative Agent and applied by the Administrative Agent
and the Lenders in the order of priority set forth in Section 8.04.  If the Administrative Agent receives funds
for application to the Obligations of the Loan Parties under or in respect of
the Loan Documents under circumstances for which the Loan Documents do not
specify the manner in which such funds are to be applied, the Administrative
Agent may, but shall not be obligated to, elect to distribute such funds to
each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum
of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the
Outstanding Amount of all L/C Obligations outstanding at such time, in
repayment or prepayment of such of the outstanding Loans or other Obligations
then owing to such Lender.


SECTION 2.13       Sharing of Payments.  If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it,
or the participations in L/C Obligations and Swing Line Loans held by it, any
payment (whether voluntary, involuntary, through the exercise of any right of
setoff, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them and/or such subparticipations in the
participations in L/C Obligations or Swing Line Loans held by them, as the case
may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided that
if all or any portion of such excess payment is thereafter recovered from the
purchasing Lender under any of the circumstances described in Section 10.06
(including pursuant to any settlement entered into by the purchasing Lender in
its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender’s ratable share (according to the
proportion of (i) the amount of such paying Lender’s required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon.  The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by applicable Law, exercise all its rights of payment (including the
right of setoff, but subject to Section 10.09) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. 
The Administrative Agent will keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased under
this Section 2.13 and will in each case notify the Lenders following any such
purchases or repayments.  Each Lender
that purchases a participation pursuant to this Section 


 



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2.13 shall from and after such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased
to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.


SECTION 2.14       Incremental Credit Extensions.


(a)           The
Borrower may at any time or from time to time after the Closing Date, by notice
to the Administrative Agent (whereupon the Administrative Agent shall promptly
deliver a copy to each of the Lenders), request (a) one or more additional
tranches of term loans (the “Incremental Term
Loans”) or (b) one or more increases in the amount of the Revolving
Credit Commitments (each such increase, a “Revolving
Commitment Increase”), provided that
(i) both at the time of any such request and upon the effectiveness of any
Incremental Amendment referred to below, no Default or Event of Default shall
exist and at the time that any such Incremental Term Loan is made (and after
giving effect thereto) no Default or Event of Default shall exist, (ii) the
Borrower shall be in compliance with the covenants set forth in Section 7.11
for the Test Period in effect at the applicable Incremental Facility Closing
Date (it being understood that if the applicable Incremental Facility Closing
Date is to occur prior to the date the December 31, 2007 Test Period has become
effective, the levels set forth in Section 7.11 for the December 31, 2007 Test
Period shall be deemed to apply), as determined on a Pro Forma Basis and (iii)
the Senior Secured Leverage Ratio for the Borrower would be not greater than
4.25:1 as determined on a Pro Forma Basis. 
Each tranche of Incremental Term Loans and each Revolving Commitment
Increase shall be in an aggregate principal amount that is not less than
$25,000,000 (provided that such amount may be
less than $25,000,000 if such amount represents all remaining availability
under the limit set forth in the next sentence).  Notwithstanding anything to the contrary
herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment
Increases shall not exceed $150,000,000. 
The Incremental Term Loans (a) shall rank pari passu in right of payment
and of security with the Revolving Credit Loans and the Term Loans, (b) shall
not mature earlier than the Maturity Date with respect to the Term Loans and
(c) except as set forth above, shall be treated substantially the same as the
Term Loans (in each case, including with respect to mandatory and voluntary
prepayments), provided that (i) the terms and
conditions applicable to Incremental Term Loans may be materially different
from those of the Term Loans to the extent such differences are reasonably
acceptable to the Arrangers and (ii) the interest rates and amortization
schedule applicable to the Incremental Term Loans shall be determined by the
Borrower and the lenders thereof; provided  further that if the Applicable Rate or such similar interest
rate margin (which for such purposes only, shall be deemed to include all
upfront or similar fees or original issue discount that are paid to Lenders
generally in the primary syndication of such Incremental Term Loans) relating
to any Incremental Term Loans exceeds the Applicable Rate (which, for such
purposes only, shall be deemed to include all upfront or similar fees or
original issue discount payable to Lenders generally in the primary syndication
of the Term Loans) relating to the Term Loans immediately prior to the
effectiveness of the applicable Incremental Amendment by more than 0.25% per
annum, the Applicable Rate  relating to
the Term Loans shall be adjusted to be equal to the Applicable Rate or such
similar interest rate margin (which for such purposes only, shall be deemed to
include all upfront or similar fees or original issue discount that are paid to
Lenders generally in the primary syndication of such Incremental Term Loans)
relating to such Incremental Term Loans minus 0.25% per
annum.  Each notice from the Borrower
pursuant to this Section shall set forth the requested amount and 


 



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proposed terms of the relevant Incremental Term Loans or Revolving
Commitment Increases.  Incremental Term Loans
may be made, and Revolving Commitment Increases may be provided, by any existing
Lender (and each existing Term Lender will have the right, but not an
obligation, to make a portion of any Incremental Term Loan, and each existing
Revolving Credit Lender will have the right, but not an obligation, to provide
a portion of any Revolving Commitment Increase, in each case on terms permitted
in this Section 2.14 and otherwise on terms reasonably acceptable to the
Administrative Agent) or by any other bank or other financial institution (any
such other bank or other financial institution being called an “Additional Lender”), provided
that the Administrative Agent shall have consented (not to be unreasonably
withheld) to such Lender’s or Additional Lender’s making such Incremental Term
Loans or providing such Revolving Commitment Increases if such consent would be
required under Section 10.07(b) for an assignment of Loans or Revolving Credit
Commitments, as applicable, to such Lender or Additional Lender. Commitments in
respect of Incremental Term Loans and Revolving Commitment Increases shall
become Commitments (or in the case of a Revolving Commitment Increase to be
provided by an existing Revolving Credit Lender, an increase in such Lender’s
applicable Revolving Credit Commitment) under this Agreement pursuant to an
amendment (an “Incremental Amendment”)
to this Agreement and, as appropriate, the other Loan Documents, executed by
the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional
Lender, if any, and the Administrative Agent. The Incremental Amendment may,
without the consent of any other Lenders, effect such amendments to this
Agreement and the other Loan Documents as may be necessary or appropriate, in
the reasonable opinion of the Administrative Agent and the Borrower, to effect
the provisions of this Section. The effectiveness of (and, in the case of any Incremental
Amendment for an Incremental Term Loan, the borrowing under) any Incremental
Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each
of the conditions set forth in Section 4.02 (it being understood that all
references to “the date of such Credit Extension” or similar language in such
Section 4.02 shall be deemed to refer to the effective date of such Incremental
Amendment) and such other conditions as the parties thereto shall agree.  The Borrower will use the proceeds of the
Incremental Term Loans and Revolving Commitment Increases for any purpose not
prohibited by this Agreement.  No Lender
shall be obligated to provide any Incremental Term Loans or Revolving
Commitment Increases, unless it so agrees. 
Upon each increase in the Revolving Credit Commitments pursuant to this
Section, each Revolving Credit Lender immediately prior to such increase will
automatically and without further act be deemed to have assigned to each Lender
providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in
respect of such increase, and each such Revolving Commitment Increase Lender
will automatically and without further act be deemed to have assumed, a portion
of such Revolving Credit Lender’s participations hereunder in outstanding
Letters of Credit and Swing Line Loans such that, after giving effect to each
such deemed assignment and assumption of participations, the percentage of the
aggregate outstanding (i) participations hereunder in Letters of Credit and
(ii) participations hereunder in Swing Line Loans held by each Revolving Credit
Lender (including each such Revolving Commitment Increase Lender) will equal
the percentage of the aggregate Revolving Credit Commitments of all Revolving
Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit
Commitment.  If, on the date of such
increase, there are any Revolving Credit Loans outstanding, such Revolving
Credit Loans shall on or prior to the effectiveness of such Revolving
Commitment Increase be prepaid from the proceeds of additional Revolving Credit
Loans made hereunder (reflecting such increase in 


 



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Revolving Credit Commitments), which prepayment shall be accompanied by
accrued interest on the Revolving Credit Loans being prepaid and any costs
incurred by any Lender in accordance with Section 3.05.  The Administrative Agent and the Lenders
hereby agree that the minimum borrowing, pro rata borrowing and pro rata
payment requirements contained elsewhere in this Agreement shall not apply to
the transactions effected pursuant to the immediately preceding sentence.


(b)           This
Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the
contrary.


SECTION 2.15       Currency Equivalents.


(a)           The
Administrative Agent shall determine the Dollar Amount of each Loan denominated
in an Alternative Currency and each L/C Obligation in respect of Letters of
Credit denominated in an Alternative Currency as of the first day of each
Interest Period applicable thereto and (B) as of the end of each fiscal quarter
of the Borrower, and shall promptly notify the Borrower and the Lenders of each
Dollar Amount so determined by it.  Each
such determination shall be based on the Exchange Rate (x) on the date of the
related Committed Loan Notice for purposes of the initial such determination
for any Alternative Currency Revolving Credit Loan denominated in Alternative
Currency and (y) on the fourth Business Day prior to the date as of which such
Dollar Amount is to be determined, for purposes of any subsequent determination.


(b)           If
after giving effect to any such determination of a Dollar Amount, the aggregate
Outstanding Amount of the Alternative Currency Revolving Credit Loans and the Alternative
Currency L/C Obligations exceeds the aggregate Alternative Currency Revolving
Credit Commitments then in effect by 5% or more, the Borrower shall, within
five (5) Business Days of receipt of notice thereof from the Administrative
Agent setting forth such calculation in reasonable detail, prepay or cause to
be prepaid outstanding Alternative Currency Revolving Credit Loans or take other
action (including, in the Borrower’s discretion, cash collateralization of
Alternative Currency L/C Obligations in amounts from time to time equal to such
excess) to the extent necessary to eliminate any such excess.


ARTICLE
III



Taxes, Increased Costs Protection and Illegality


SECTION 3.01       Taxes.


(a)           Except
as provided in this Section 3.01, any and all payments by the Borrower (the
term Borrower under Article III being deemed to include any Subsidiary for
whose account a Letter of Credit is issued) or any Guarantor to or for the
account of any Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities (including additions to tax, penalties and
interest) with respect thereto, excluding, in the case of each Agent and each
Lender, taxes imposed on or measured by its net income (including branch
profits), and franchise (and similar) taxes imposed 


 



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on it in lieu of net income taxes, by the jurisdiction (or any
political subdivision thereof) under the Laws of which such Agent or such
Lender, as the case may be, is organized or maintains a Lending Office, and all
liabilities (including additions to tax, penalties and interest) with respect
thereto (all such non-excluded taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and liabilities being
hereinafter referred to as “Taxes”).  If the Borrower shall be required by any Laws
to deduct any Taxes or Other Taxes from or in respect of any sum payable under
any Loan Document to any Agent or any Lender, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 3.01), each
of such Agent and such Lender receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable Laws, and (iv)
within thirty (30) days after the date of such payment (or, if receipts or
evidence are not available within thirty (30) days, as soon as possible
thereafter), the Borrower shall furnish to such Agent or Lender (as the case
may be) the original or a certified copy of a receipt evidencing payment
thereof to the extent such a receipt is issued therefor, or other written proof
of payment thereof that is reasonably satisfactory to the Administrative
Agent.  If the Borrower fails to pay any
Taxes or Other Taxes when due to the appropriate taxing authority or fails to
remit to any Agent or any Lender the required receipts or other required
documentary evidence, the Borrower shall indemnify such Agent and such Lender
for any incremental taxes, interest or penalties that may become payable by
such Agent or such Lender arising out of such failure.


(b)           In
addition, the Borrower agrees to pay any and all present or future stamp, court
or documentary taxes and any other excise, property, intangible or mortgage recording
taxes or charges or similar levies which arise from any payment made under any
Loan Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as “Other Taxes”).


(c)           The
Borrower agrees to indemnify each Agent and each Lender for (i) the full amount
of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable and paid under this Section
3.01) payable by such Agent and such Lender and (ii) any liability (including
additions to tax, penalties, interest and expenses) arising therefrom or with
respect thereto, in each case whether or not such Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental
Authority; provided such Agent or Lender, as the
case may be, provides the Borrower with a written statement thereof setting
forth in reasonable detail the basis and calculation of such amounts.  Payment under this Section 3.01(c) shall be
made within ten (10) days after the date such Lender or such Agent makes a
demand therefor.


(d)           The
Borrower shall not be required pursuant to this Section 3.01 to pay any
additional amount to, or to indemnify, any Lender or Agent, as the case may be,
to the extent that such Lender or such Agent becomes subject to Taxes subsequent
to the Closing Date (or, if later, the date such Lender or Agent becomes a
party to this Agreement) as a result of a change in the place of organization
of such Lender or Agent or a change in the Lending Office of such Lender,
except to the extent that any such change is requested or required in writing
by the Borrower (and provided that
nothing in this clause (d) shall be construed as relieving the Borrower from
any obligation to make such payments or indemnification in the event of a
change in 


 



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Lending Office or place of organization that precedes a change in Law
to the extent such Taxes result from a change in Law).


(e)           Notwithstanding
anything else herein to the contrary, if a Foreign Lender or an Agent is
subject to U.S. federal withholding tax at a rate in excess of zero percent at
the time such Lender or such Agent, as the case may be, first becomes a party
to this Agreement, U.S. federal withholding tax imposed by such jurisdiction at
such rate shall be considered excluded from Taxes unless and until such Lender
or Agent, as the case may be, provides the appropriate forms certifying that a
lesser rate applies, whereupon U.S. federal withholding tax at such lesser rate
only shall be considered excluded from Taxes for periods governed by such
forms; provided that, if at the date of the
Assignment and Assumption pursuant to which a Foreign Lender becomes a party to
this Agreement, the Lender assignor was entitled to payments under clause (a)
of this Section 3.01 in respect of U.S. federal withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to U.S. federal withholding taxes that may be imposed in the
future or other amounts otherwise includable in Taxes) U.S. federal withholding
tax, if any, applicable with respect to the Lender assignee on such date.  A Lender that is entitled to an exemption
from or reduction of Bermuda withholding tax shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law and as reasonably requested by the Borrower, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate; provided that such Lender is legally entitled to complete,
execute and deliver such documentation and in such Lender’s reasonable judgment
such completion, execution or submission would not materially prejudice the
legal position of such Lender or be otherwise materially disadvantageous to
such Lender; provided, further, that the
Borrower, shall reimburse such Lender for any material out-of-pocket costs that
are incurred by the Lender with respect to providing any such documentation.


(f)            If
any Lender or Agent determines, in its sole discretion, that it has received a
refund in respect of any Taxes or Other Taxes as to which indemnification or
additional amounts have been paid to it by the Borrower pursuant to this
Section 3.01, it shall promptly remit such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrower under this
Section 3.01 with respect to the Taxes or Other Taxes giving rise to such
refund plus any interest included in such refund by the relevant taxing
authority attributable thereto) to the Borrower, net of all out-of-pocket
expenses of the Lender or Agent, as the case may be and without interest (other
than any interest paid by the relevant taxing authority with respect to such refund);
provided that the Borrower, upon the
request of the Lender or Agent, as the case may be, agrees promptly to return
such refund to such party in the event such party is required to repay such
refund to the relevant taxing authority. 
Such Lender or Agent, as the case may be, shall, at the Borrower’s
request, provide the Borrower with a copy of any notice of assessment or other
evidence of the requirement to repay such refund received from the relevant
taxing authority (provided that such Lender or
Agent may delete any information therein that such Lender or Agent deems
confidential).  Nothing herein contained
shall interfere with the right of a Lender or Agent to arrange its tax affairs
in whatever manner it thinks fit nor oblige any Lender or Agent to claim any
tax refund or to make available its tax returns or disclose any information
relating to its tax affairs or any computations in respect thereof or require
any Lender or Agent to do anything that would prejudice its ability to benefit
from any other refunds, credits, reliefs, remissions or repayments to which it
may be entitled.



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(g)           Each
Lender agrees that, upon the occurrence of any event giving rise to the
operation of Section 3.01(a) or (c) with respect to such Lender it will, if
requested by the Borrower, use commercially reasonable efforts (subject to such
Lender’s overall internal policies of general application and legal and
regulatory restrictions) to designate another Lending Office for any Loan or
Letter of Credit affected by such event; provided that
such efforts are made on terms that, in the sole judgment of such Lender, cause
such Lender and its Lending Office(s) to suffer no economic, legal or
regulatory disadvantage, and provided  further that nothing in this Section 3.01(g) shall affect or
postpone any of the Obligations of the Borrower or the rights of such Lender
pursuant to Section 3.01(a) or (c).


SECTION 3.02       Illegality.  If any Lender determines that any Law has
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate, then, on notice thereof by such Lender to the
Borrower through the Administrative Agent, any obligation of such Lender to
make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to
Eurocurrency Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to
such determination no longer exist.  Upon
receipt of such notice, the Borrower shall upon demand from such Lender (with a
copy to the Administrative Agent), prepay or, if applicable, convert all
Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last
day of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender
may not lawfully continue to maintain such Eurocurrency Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or converted
and all amounts due, if any, in connection with such prepayment or conversion
under Section 3.05.  Each Lender agrees
to designate a different Lending Office if such designation will avoid the need
for such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender.


SECTION 3.03       Inability to Determine Rates.  If the Required Lenders determine that for
any reason adequate and reasonable means do not exist for determining the Eurocurrency
Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with
respect to a proposed Eurocurrency Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, or that Dollar deposits
are not being offered to banks in the London interbank eurodollar market for
the applicable amount and the Interest Period of such Eurocurrency Rate Loan,
the Administrative Agent will promptly so notify the Borrower and each
Lender.  Thereafter, the obligation of
the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended
until the Administrative Agent (upon the instruction of the Required Lenders)
revokes such notice.  Upon receipt of
such notice, the Borrower may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans or, failing that, will
be deemed to have converted such request into a request for a Borrowing of Base
Rate Loans in the amount specified therein shall be invested so as to earn a
return equal to the greater of the applicable Overnight Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



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SECTION 3.04       Increased
Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.


(a)           If
any Lender determines that as a result of the introduction of or any change in
or in the interpretation of any Law, in each case after the date hereof, or
such Lender’s compliance therewith, there shall be any increase in the cost to
such Lender of agreeing to make or making, funding or maintaining Eurocurrency
Rate Loans or issuing or participating in Letters of Credit, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this Section 3.04(a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes
indemnifiable pursuant to Section 3.01, (ii) changes in the basis of taxation
of overall net income (including branch profits), and franchise (and similar)
taxes imposed in lieu of net income taxes, by the any jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or maintains a Lending Office, (iii) reserve requirements
contemplated by Section 3.04(c) or (iv) the requirements of the Bank of England
and the Financial Services Authority or the European Central Bank reflected in
the Mandatory Cost, other than as set forth below) or the Mandatory Cost, as
calculated hereunder, does not represent the cost to such Lender of complying
with the requirements of the Bank of England and/or the Financial Services
Authority or the European Central Bank in relation to its making, funding or
maintaining of Eurocurrency Rate Loans, then from time to time within fifteen
(15) days after demand by such Lender setting forth in reasonable detail such
increased costs (with a copy of such demand to the Administrative Agent given
in accordance with Section 3.06), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such increased cost or
reduction or, if applicable, the portion of such cost that is not represented
by the Mandatory Cost.


(b)           If
any Lender determines that the introduction of any Law regarding capital
adequacy or any change therein or in the interpretation thereof, in each case
after the date hereof, or compliance by such Lender (or its Lending Office)
therewith, has the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender’s obligations hereunder (taking into consideration its policies with
respect to capital adequacy and such Lender’s desired return on capital), then
from time to time upon demand of such Lender setting forth in reasonable detail
the charge and the calculation of such reduced rate of return (with a copy of
such demand to the Administrative Agent given in accordance with Section 3.06),
the Borrower shall pay to such Lender such additional amounts as will
compensate such Lender for such reduction within fifteen (15) days after
receipt of such demand.


(c)           The
Borrower shall pay to each Lender, (i) as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or
including funds or deposits in respect of or bearing interest based on the
Eurocurrency Rate, additional interest on the unpaid principal amount of each
Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive in the absence of manifest error), and (ii)
as long as such Lender shall be required to comply with any reserve ratio
requirement or analogous requirement of any other central banking or financial
regulatory authority imposed in respect of the maintenance of the Commitments
or the funding of the Eurocurrency Rate Loans, such additional costs (expressed
as a percentage per annum and rounded upwards, if necessary, to the 


 



 79
 









nearest five decimal places) equal to the actual costs allocated to
such Commitment or Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive absent manifest error) which in
each case shall be due and payable on each date on which interest is payable on
such Loan, provided the Borrower shall have
received at least fifteen (15) days’ prior notice (with a copy to the Administrative
Agent) of such additional interest or cost from such Lender.  If a Lender fails to give notice fifteen (15)
days prior to the relevant Interest Payment Date, such additional interest or
cost shall be due and payable fifteen (15) days from receipt of such notice.


(d)           Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section 3.04 shall not constitute a waiver of such Lender’s right to demand
such compensation, provided that
the Borrower shall not be required to compensate a Lender pursuant to Section
3.04(a), (b) or (c) for any such increased cost or reduction incurred more than
one hundred and eighty (180) days prior to the date that such Lender demands,
or notifies the Borrower of its intention to demand, compensation therefor, provided  further that,
if the circumstance giving rise to such increased cost or reduction is retroactive,
then such 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.


(e)           If
any Lender requests compensation under this Section 3.04, then such Lender
will, if requested by the Borrower, use commercially reasonable efforts to
designate another Lending Office for any Loan or Letter of Credit affected by
such event; provided that such efforts are made on
terms that, in the reasonable judgment of such Lender, cause such Lender and
its Lending Office(s) to suffer no material economic, legal or regulatory
disadvantage, and provided  further
that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations
of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b),
(c) or (d).


SECTION 3.05       Funding
Losses.  Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense incurred by it as a result of:


(a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such
Loan; or


(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 or in the amount notified by the Borrower;


including any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.


For purposes of calculating amounts payable by the
Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to
have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for
such Loan by a matching deposit or other borrowing in


 



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the London interbank eurodollar market for a
comparable amount and for a comparable period, whether or not such Eurocurrency
Rate Loan was in fact so funded.


SECTION 3.06       Matters
Applicable to All Requests for Compensation.


(a)           Any
Agent or any Lender claiming compensation under this Article III shall deliver
a certificate to the Borrower setting forth the additional amount or amounts to
be paid to it hereunder which shall be conclusive in the absence of manifest
error.  In determining such amount, such
Agent or such Lender may use any reasonable averaging and attribution methods.


(b)           With
respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03
or 3.04, the Borrower shall not be required to compensate such Lender for any
amount incurred more than one hundred and eighty (180) days prior to the date
that such Lender notifies the Borrower of the event that gives rise to such
claim; provided that, if the circumstance
giving rise to such claim is retroactive, then such 180-day period referred to
above shall be extended to include the period of retroactive effect
thereof.  If any Lender requests
compensation by the Borrower under Section 3.04, the Borrower may, by notice to
such Lender (with a copy to the Administrative Agent), suspend the obligation
of such Lender to make or continue from one Interest Period to another
Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate
Loans, until the event or condition giving rise to such request ceases to be in
effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of
such Lender to receive the compensation so requested.


(c)           If
the obligation of any Lender to make or continue from one Interest Period to another
any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency
Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s
Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans
on the last day(s) of the then current Interest Period(s) for such Eurocurrency
Rate Loans (or, in the case of an immediate conversion required by Section
3.02, on such earlier date as required by Law) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no
longer exist:


(i)      to the extent that such Lender’s
Eurocurrency Rate Loans have been so converted, all payments and prepayments of
principal that would otherwise be applied to such Lender’s Eurocurrency Rate
Loans shall be applied instead to its Base Rate Loans; and


(ii)     all Loans that would otherwise be made or
continued from one Interest Period to another by such Lender as Eurocurrency
Rate Loans shall be made or continued instead as Base Rate Loans, and all Base
Rate Loans of such Lender that would otherwise be converted into Eurocurrency
Rate Loans shall remain as Base Rate Loans.


(d)           If
any Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04
hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate
Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees
to do promptly upon such circumstances ceasing to exist) 



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at a time when Eurocurrency Rate Loans made by other Lenders are
outstanding, such Lender’s Base Rate Loans shall be automatically converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurocurrency Rate Loans, to the extent necessary so that, after giving effect
thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by
such Lender are held pro rata (as to principal amounts, interest rate basis,
and Interest Periods) in accordance with their respective Commitments.


SECTION 3.07       Replacement
of Lenders under Certain Circumstances.


(a)           If
at any time (i) the Borrower becomes obligated to pay additional amounts or
indemnity payments described in Section 3.01 or 3.04 as a result of any
condition described in such Sections or any Lender ceases to make Eurocurrency
Rate Loans as a result of any condition described in Section 3.02 or Section
3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a
Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior
written notice to the Administrative Agent and such Lender, replace such Lender
by causing such Lender to (and such Lender shall be obligated to) assign
pursuant to Section 10.07(b) (with the assignment fee to be paid by the
Borrower in such instance) all of its rights and obligations under this
Agreement to one or more Eligible Assignees; provided
that neither the Administrative Agent nor any Lender shall have any obligation
to the Borrower to find a replacement Lender or other such Person; and provided  further that
(A) in the case of any such assignment resulting from a claim for compensation
under Section 3.04 or payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments and (B)
in the case of any such assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to
the applicable departure, waiver or amendment of the Loan Documents.


(b)           Any
Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and
deliver an Assignment and Assumption with respect to such Lender’s Commitment
and outstanding Loans and participations in L/C Obligations and Swing Line
Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or
Administrative Agent.  Pursuant to such
Assignment and Assumption, (A) the assignee Lender shall acquire all or a
portion, as the case may be, of the assigning Lender’s Commitment and
outstanding Loans and participations in L/C Obligations and Swing Line Loans,
(B) all obligations of the Borrower owing to the assigning Lender relating to
the Loans and participations so assigned shall be paid in full by the assignee
Lender to such assigning Lender concurrently with such assignment and
assumption and (C) upon such payment and, if so requested by the assignee
Lender, delivery to the assignee Lender of the appropriate Note or Notes
executed by the Borrower, the assignee Lender shall become a Lender hereunder
and the assigning Lender shall cease to constitute a Lender hereunder with
respect to such assigned Loans, Commitments and participations, except with
respect to indemnification provisions under this Agreement, which shall survive
as to such assigning Lender.


(c)           Notwithstanding
anything to the contrary contained above, any Lender that acts as an L/C Issuer
may not be replaced hereunder at any time that it has any Letter of Credit
outstanding hereunder unless arrangements reasonably satisfactory to such L/C
Issuer (including the furnishing of a back-up standby letter of credit in form
and substance, and issued by an issuer reasonably satisfactory to such L/C
Issuer or the depositing of cash collateral into a cash collateral account in
amounts and pursuant to arrangements reasonably satisfactory to such 



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L/C Issuer) have been made with respect to each such outstanding Letter
of Credit and the Lender that acts as the Administrative Agent may not be
replaced hereunder except in accordance with the terms of Section 9.09.


(d)           In
the event that (i) the Borrower or the Administrative Agent has requested that
the Lenders consent to a departure or waiver of any provisions of the Loan Documents
or agree to any amendment thereto, (ii) the consent, waiver or amendment in
question requires the agreement of all affected Lenders in accordance with the
terms of Section 10.01 or all the Lenders with respect to a certain Class of
the Loans and (iii) the Required Lenders have agreed to such consent, waiver or
amendment, then any Lender who does not agree to such consent, waiver or amendment
shall be deemed a “Non-Consenting Lender.”


SECTION 3.08       Survival.  All of the Borrower’s obligations under this
Article III shall survive termination of the Aggregate Commitments and
repayment of all other Obligations hereunder.


ARTICLE
IV



Conditions Precedent to Effectiveness and Credit
Extensions


SECTION 4.01       Conditions
of Initial Credit Extension on the Closing Date.  The obligation of each Lender to make its
initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:


(a)           The Administrative Agent’s receipt of
the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each in form and substance
reasonably satisfactory to the Administrative Agent and its legal counsel:


(i)      executed counterparts of this Agreement
and each Guaranty;


(ii)     a Note executed by the Borrower in favor of
each Lender that has requested a Note at least two Business Days in advance of
the Closing Date;


(iii)    each Collateral Document set forth on
Schedule 1.01B, duly executed by each Loan Party party thereto, together with:


(A)          certificates, if any, representing the
Pledged Equity referred to therein accompanied by undated stock powers executed
in blank and instruments evidencing the Pledged Debt indorsed in blank,


(B)           to the extent required under the Collateral
and Guarantee Requirement, opinions of local counsel for the Loan Parties, in
states in which the Mortgaged Properties are located, with respect to the
enforceability and perfection of the Mortgages and any related fixture filings
in form and substance reasonably satisfactory to the Administrative Agent; and,



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(C)           evidence that all other actions,
recordings and filings that the Administrative Agent may deem reasonably
necessary to satisfy the Collateral and Guarantee Requirement shall have been taken,
completed or otherwise provided for in a manner reasonably satisfactory to the
Administrative Agent;


(iv)    such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may reasonably require evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Agreement and the other Loan Documents to which
such Loan Party is a party or is to be a party on the Closing Date;


(v)     opinion
from Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties
substantially in the form of Exhibit I;


(vi)    a
certificate signed by  a Responsible Officer of the Borrower certifying that
since December 31, 2006 there has been no Material Adverse Effect and as to the
satisfaction of the conditions set forth in Section 4.01(a)(ix) and Section
4.02 (a) and (b);


(vii)   a
certificate attesting to the Solvency of the Loan Parties (taken as a whole) on
the Closing Date after giving effect to the Transaction, from the chief
financial officer of the Borrower;


(viii)  evidence
that all insurance (including title insurance) required to be maintained
pursuant to the Loan Documents has been obtained and is in effect and that the
Administrative Agent has been named as loss payee and additional insured under
each insurance policy with respect to such insurance as to which the
Administrative Agent shall have requested to be so named;


(ix)    The
Orbitz IPO shall have been consummated and the net proceeds thereof shall have
been contributed to Parent (it being understood that an amount not in excess of
$100,000,000 resulting from (w) the Net Cash Proceeds from the Orbitz IPO plus (x) the Net Cash Proceeds from the Term Loans minus (z) $775,000,000 shall not be required to be
contributed to Parent).  Travelport  LLC shall have prepaid Indebtedness
outstanding under the Travelport Credit Agreement with the proceeds of such
contribution;


(x)     a
Committed Loan Notice or Letter of Credit Application, as applicable, relating
to the initial Credit Extension; and


(xi)    copies
of a recent Lien and judgment search in each jurisdiction reasonably requested
by the Collateral Agent with respect to the Loan Parties.


(b)           All
fees and expenses required to be paid hereunder and invoiced before the Closing
Date shall have been paid in full in cash.



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(c)           Prior
to or simultaneously with the Credit Extension of Term Loans, the Borrower
shall have terminated any existing indebtedness of the Borrower and its Subsidiaries
(other than Indebtedness set forth on Schedule 7.03(b)) and taken all
other necessary actions such that, after giving effect to the Transaction, the
Borrower and its Subsidiaries shall have outstanding no Indebtedness or
preferred Equity Interests other than (i) the Loans and L/C Obligations and
(ii) Indebtedness listed on Schedule 7.03(b).


(d)           The
Arrangers and the Lenders shall have received the Audited Financial Statements
and the audit report for such financial statements (which shall not be subject
to any qualification).


(e)           The
Arrangers and the Lenders shall have received the unaudited consolidated
balance sheets and related statements of income, stockholders’ equity and cash
flows of the Borrower and its Subsidiaries for each subsequent fiscal quarter
ended at least forty-five (45) days before the Closing Date (the “Unaudited Financial Statements”), which
financial statements shall be prepared in accordance with GAAP.


(f)            The
Arrangers and the Lenders shall have received the Pro Forma Financial
Statements.


(g)           The
Administrative Agent shall have received all documentation and other
information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including, without
limitation, the Act, requested by the Administrative Agent a reasonable period
of time prior to the Closing Date.


SECTION 4.02       Conditions
to All Credit Extensions.  The
obligation of each Lender to honor any Request for Credit Extension other than
a Committed Loan Notice requesting only a conversion of Loans to the other
Type, or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:


(a)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any other Loan Document shall be true and correct in
all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they shall be true and
correct in all material respects as of such earlier date; provided,
further that, any representation and
warranty that is qualified as to “materiality,” “Material Adverse Effect” or
similar language shall be true and correct in all respects on such respective
dates.


(b)           No
Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds therefrom.


(c)           The
Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing
Line Lender shall have received a Request for Credit Extension in accordance
with the requirements hereof.



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


ARTICLE V



Representations and Warranties


The Borrower represents and warrants to the Agents and
the Lenders that:


SECTION 5.01       Existence,
Qualification and Power; Compliance with Laws.  Each Loan Party and each of its Subsidiaries
(a) is a Person duly organized or formed, validly existing and in good standing
under the Laws of the jurisdiction of its incorporation or organization, (b)
has all requisite power and authority to (i) own or lease its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, (c) is duly qualified and in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification,
(d) is in compliance with all Laws, orders, writs, injunctions and orders and
(e) has all requisite governmental licenses, authorizations, consents and
approvals to operate its business as currently conducted; except in each case
referred to in clause (c), (d) or (e), to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect.


SECTION 5.02       Authorization;
No Contravention.  The execution,
delivery and performance by each Loan Party of each Loan Document to which such
Person is a party, and the consummation of the Transaction, are within such
Loan Party’s corporate or other powers, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)
contravene the terms of any of such Person’s Organization Documents, (b) conflict
with or result in any breach or contravention of, or the creation of any Lien
under (other than as permitted by Section 7.01), or require any payment to be
made under (i) any Contractual Obligation to which such Person is a party or affecting
such Person or the properties of such Person or any of its Subsidiaries or (ii)
any material order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject; or (c)
violate any material Law; except with respect to any conflict, breach or
contravention or payment (but not creation of Liens) referred to in clause
(b)(i), to the extent that such conflict, breach, contravention or payment
could not reasonably be expected to have a Material Adverse Effect.


SECTION 5.03       Governmental
Authorization; Other Consents.  No
material approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or any other Person is
necessary or required in connection with (a) the execution, delivery or
performance by, or enforcement against, any Loan Party of this Agreement or any
other Loan Document, or for the consummation of the Transaction, (b) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral
Documents, (c) the perfection or maintenance of the Liens created under the
Collateral Documents (including the priority thereof) or (d) the exercise by
the Administrative Agent or any Lender of its rights under the 



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Loan Documents or the remedies in respect of the Collateral pursuant to
the Collateral Documents, except for (i) filings necessary to perfect the Liens
on the Collateral granted by the Loan Parties in favor of the Secured Parties,
(ii) the approvals, consents, exemptions, authorizations, actions, notices and
filings which have been duly obtained, taken, given or made and are in full
force and effect and (iii) those approvals, consents, exemptions,
authorizations or other actions, notices or filings, the failure of which to
obtain or make could not reasonably be expected to have a Material Adverse Effect.


SECTION 5.04       Binding
Effect.  This Agreement and each
other Loan Document has been duly executed and delivered by each Loan Party
that is party thereto.  This Agreement
and each other Loan Document constitutes, a legal, valid and binding obligation
of such Loan Party, enforceable against each Loan Party that is party thereto
in accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and by general principles of equity.


SECTION 5.05       Financial
Statements; No Material Adverse Effect.


(a)           (i)  The Audited Financial Statements and the
Unaudited Financial Statements fairly present in all material respects the
financial condition of the Borrower and its Subsidiaries, as of the dates
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the periods covered
thereby, except as otherwise expressly noted therein.  During the period from December 31, 2006 to
and including the Closing Date, there has been (i) no sale, transfer or other
disposition by the Borrower or any of its Subsidiaries of any material part of
the business or property of the Borrower or any of its Subsidiaries, taken as a
whole, and (ii) no purchase or other acquisition by or any of its Subsidiaries
of any business or property (including any Equity Interests of any other
Person) material in relation to the consolidated financial condition of the
Borrower and its Subsidiaries, taken as a whole, in each case, which is not
reflected in the foregoing financial statements or in the notes thereto or has
not otherwise been disclosed in writing to the Administrative Agent prior to
the Closing Date.


(ii)     The unaudited pro forma
consolidated balance sheet of the Borrower and its Subsidiaries as at March 31,
2007 (including the notes thereto) (the “Pro
Forma Balance Sheet”) and the unaudited pro forma consolidated
statement of operations of the Borrower and its Subsidiaries for the most
recent fiscal year, the quarter ended March 31, 2007 and the 12-month period
ending on March 31, 2007 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of
which have heretofore been furnished to the Administrative Agent, have been
prepared giving effect (as if such events had occurred on such date or at the
beginning of such periods, as the case may be) to the Transaction, each
material acquisition by the Borrower or any of its Subsidiaries consummated
March 31, 2007 and prior to the Closing Date and all other material
transactions that would be required to be given pro forma effect by Regulation
S-X promulgated under the Exchange Act (including other adjustments consistent
with the definition of Pro Forma Adjustment or as otherwise agreed between the
Borrower and the Arrangers).  The Pro
Forma Financial Statements have been prepared in good faith, based on
assumptions believed by the Borrower to be reasonable as of the date of delivery
thereof, and present fairly in all material respects on a pro forma basis and
in accordance with GAAP the estimated financial position of the Borrower and
its Subsidiaries as at March 31, 2007 and their 



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estimated results of operations for the
periods covered thereby, assuming that the events specified in the preceding
sentence had actually occurred at such date or at the beginning of the periods
covered thereby.


(b)           Since
the Closing Date, there has been no event or circumstance, either individually
or in the aggregate, that has had or could reasonably be expected to have a Material
Adverse Effect.


(c)           As
of the Closing Date, neither the Borrower nor any Subsidiary has any
Indebtedness or other obligations or liabilities, direct or contingent (other
than (i) the liabilities reflected on Schedule 5.05, (ii) obligations
arising under or permitted by this Agreement and (iii) liabilities incurred in
the ordinary course of business) that, either individually or in the aggregate,
have had or could reasonably be expected to have a Material Adverse Effect.


SECTION 5.06       Litigation.  There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of the Borrower, threatened in
writing or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Borrower or any of its Subsidiaries
or against any of their properties or revenues that either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.


SECTION 5.07       No
Default.  Neither the Borrower nor
any of its Subsidiaries is in default under or with respect to, or a party to,
any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


SECTION 5.08       Ownership
of Property; Liens.  Each Loan Party
and each of its Subsidiaries has good record and marketable title in fee simple
to, or valid leasehold interests in, or easements or other limited property
interests in, all real property necessary in the ordinary conduct of its business,
free and clear of all Liens except for minor defects in title that do not materially
interfere with its ability to conduct its business or to utilize such assets
for their intended purposes and Liens permitted by Section 7.01 and except
where the failure to have such title could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


SECTION 5.09       Environmental
Compliance.


(a)           There
are no claims, actions, suits, or proceedings alleging potential liability or
responsibility for violation of, or otherwise relating to, any Environmental
Law that could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.


(b)           Except
as specifically disclosed in Schedule 5.09(b) or except as could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, (i) none of the properties currently or formerly owned, leased
or operated by any Loan Party or any of its Subsidiaries is listed or proposed
for listing on the NPL or on the CERCLIS or any analogous foreign, state or
local list or is adjacent to any such property; (ii) there are no and never
have been any underground or aboveground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials
are being or have been treated, stored or disposed on any property currently
owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its
knowledge, on any property formerly owned or operated by any Loan Party or any
of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material
on any property currently owned or operated by any Loan 



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Party or any of its Subsidiaries; and (iv) Hazardous Materials have not
been released, discharged or disposed of by any Person on any property
currently or formerly owned, leased or operated by any Loan Party or any of its
Subsidiaries and Hazardous Materials have not otherwise been released,
discharged or disposed of by any of the Loan Parties and their Subsidiaries at
any other location.


(c)           The
properties owned, leased or operated by the Borrower and the Subsidiaries do
not contain any Hazardous Materials in amounts or concentrations which (i)
constitute, or constituted a violation of, (ii) require remedial action under,
or (iii) could give rise to liability under, Environmental Laws, which
violations, remedial actions and liabilities, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.


(d)           Except
as specifically disclosed in Schedule 5.09(d), neither the Borrower nor
any of its Subsidiaries is undertaking, and has not completed, either
individually or together with other potentially responsible parties, any
investigation or assessment or remedial or response action relating to any
actual or threatened release, discharge or disposal of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of
any Governmental Authority or the requirements of any Environmental Law except
for such investigation or assessment or remedial or response action that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.


(e)           All
Hazardous Materials generated, used, treated, handled or stored at, or
transported to or from, any property currently or formerly owned or operated by
any Loan Party or any of its Subsidiaries have been disposed of in a manner not
reasonably expected to result, individually or in the aggregate, in a Material
Adverse Effect.


(f)            Except
as would not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Effect, none of the Loan Parties and their
Subsidiaries has contractually assumed any liability or obligation under or
relating to any Environmental Law.


SECTION 5.10       Taxes.  Except as set forth in Schedule 5.10
and except as could not, either individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect, the Borrower and its
Subsidiaries have timely filed all federal and state and other tax returns and
reports required to be filed, and have timely paid all federal and state and
other taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income or assets otherwise due and payable,
except those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in accordance
with GAAP.


SECTION 5.11       ERISA
Compliance.


(a)           Except
as set forth in Schedule 5.11(a) or as could not, either individually or
in the aggregate, reasonably be expected to result in a Material Adverse
Effect, each Plan is in compliance in with the applicable provisions of ERISA,
the Code and other federal or state Laws.



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(b)           (i)
No ERISA Event has occurred during the five year period prior to the date on
which this representation is made or deemed made with respect to any Pension
Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined
in Section 412 of the Code), whether or not waived; (iii) neither any Loan
Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any
Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither any Loan Party nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA, except, with
respect to each of the foregoing clauses of this Section 5.11(b), as could not
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.


(c)           Except
where noncompliance would not reasonably be expected to result in a Material
Adverse Effect, each Foreign Plan has been maintained in substantial compliance
with its terms and with the requirements of any and all applicable laws,
statutes, rules, regulations and orders, and neither a Loan Party nor any
Subsidiary has incurred any material obligation in connection with the
termination of or withdrawal from any Foreign Plan.  Except as would not reasonably be expected to
result in a Material Adverse Effect, the present value of the accrued benefit
liabilities (whether or not vested) under each Foreign Plan which is funded, determined
as of the end of the most recently ended fiscal year of a Loan Party or
Subsidiary (based on the actuarial assumptions used for purposes of the applicable
jurisdiction’s financial reporting requirements), did not exceed the current
value of the assets of such Foreign Plan, and for each Foreign Plan which is
not funded, the obligations of such Foreign Plan are properly accrued.


SECTION 5.12       Subsidiaries;
Equity Interests.  As of the Closing
Date, neither the Borrower nor any Loan Party has any Subsidiaries other than
those specifically disclosed in Schedule 5.12, and all of the
outstanding Equity Interests in material Subsidiaries have been validly issued,
are fully paid and nonassessable and all Equity Interests owned by the Borrower
or a Loan Party are owned free and clear of all Liens except (i) those created
under the Collateral Documents and (ii) any nonconsensual Lien that is
permitted under Section 7.01.  As of the
Closing Date, Schedule 5.12 sets forth the name and jurisdiction of each
Subsidiary, (b) sets forth the ownership interest of the Borrower and any other
Subsidiary in each Subsidiary, including the percentage of such ownership and
(c) identifies each Subsidiary that is a Subsidiary the Equity Interests of
which are required to be pledged on the Closing Date pursuant to the Collateral
and Guarantee Requirement.


SECTION 5.13       Margin
Regulations; Investment Company Act.


(a)           No
Loan Party is engaged nor will it engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock, and no proceeds of any
Borrowings or drawings under any Letter of Credit will be used for any purpose
that violates Regulation U.



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(b)           None
of the Borrower, any Person Controlling the Borrower or any Subsidiary is or is
required to be registered as an “investment company” under the Investment Company
Act of 1940.


SECTION 5.14       Disclosure.  No report, financial statement, certificate
or other written information furnished by or on behalf of any Loan Party to any
Agent or any Lender in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or any other Loan
Document (as modified or supplemented by other information so furnished) when
taken as a whole contains any material misstatement of fact or omits to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading; provided that, with respect to projected
financial information and pro forma financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time of preparation; it being
understood that such projections may vary from actual results and that such variances
may be material.


SECTION 5.15       Intellectual
Property; Licenses, Etc.  Each of the
Loan Parties and their Subsidiaries own, license or possess the right to use,
all of the trademarks, service marks, trade names, domain names, copyrights,
patents, patent rights, licenses, technology, software, know-how database
rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary
for the operation of their respective businesses as currently conducted, and,
without conflict with the rights of any Person, except to the extent such
conflicts, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 
No such IP Rights infringe upon any rights held by any Person except for
such infringements, individually or in the aggregate, which could not
reasonably be expected to have a Material Adverse Effect.  No claim or litigation regarding any such IP
Rights, is pending or, to the knowledge of the Borrower, threatened against any
Loan Party or Subsidiary, which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.


SECTION 5.16       Solvency.  On the Closing Date after giving effect to
the Transaction, the Loan Parties, on a consolidated basis, are Solvent.


SECTION 5.17       Subordination
of Junior Financing.  The Obligations
are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior
Secured Financing” (or any comparable term) under, and as defined in, any
Junior Financing Documentation.


SECTION 5.18       Labor
Matters.  Except as, in the
aggregate, could not reasonably be expected to have a Material Adverse
Effect:  (a) there are no strikes or
other labor disputes against the Borrower or any of its Subsidiaries pending
or, to the knowledge of the Borrower, threatened; (b) none of hours worked by
nor any payments made to employees of the Borrower or any of its Subsidiaries
have been in violation of the Fair Labor Standards Act or any other applicable
Laws dealing with such matters; and (c) all payments due from the Borrower or
any of its Subsidiaries on account of employee health and welfare insurance
have been paid or accrued as a liability on the books of the relevant party.



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ARTICLE VI



Affirmative Covenants


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:


SECTION 6.01       Financial
Statements.  Deliver to the
Administrative Agent for prompt further distribution to each Lender:


(a)           as soon as
available, but in any event ninety-five (95) days after the end of each fiscal
year of the Borrower beginning with the 2007 fiscal year, a consolidated balance
sheet of the Borrower and its Subsidiaries and the related consolidated
statements of income or operations, stockholders’ equity and cash flows for
such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, audited and accompanied by a report and opinion of
Deloitte & Touche LLP or any other independent registered public accounting
firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit;


(b)           as soon as
available, but in any event within fifty (50) days after the end of the first
fiscal quarter ending immediately after the Closing Date and thereafter within
fifty (50) days after the end of each of the first three (3) fiscal quarters of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Subsidiaries as at the end of such fiscal quarter, and the related (i)
consolidated statements of income or operations for such fiscal quarter and for
the portion of the fiscal year then ended and (ii) consolidated statements of
cash flows for the portion of the fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of
the previous fiscal year and the corresponding portion of the previous fiscal
year, all in reasonable detail and certified by a Responsible Officer of the
Borrower as fairly presenting in all material respects the financial condition,
results of operations, stockholders’ equity and cash flows of the Borrower and
its Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes; and


(c)           simultaneously with
the delivery of each set of consolidated financial statements referred to in
Sections 6.01(a) and 6.01(b) above, the related consolidating financial
statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) from such consolidated financial statements.


Notwithstanding the foregoing, the obligations in
paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to
financial information of the Borrower and its Subsidiaries by furnishing (A)
the applicable financial statements of the Borrower or (B) the Borrower’s Form
10-K or 10-Q, as applicable, filed with the SEC; provided
that, with respect to each of clauses (A) and 



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(B), to the extent such information is in lieu of
information required to be provided under Section 6.01(a), such materials are
accompanied by a report and opinion of Deloitte & Touche LLP or any other
independent registered public accounting firm of nationally recognized
standing, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be subject to any “going concern” or
like qualification or exception or any qualification or exception as to the
scope of such audit.


SECTION 6.02       Certificates;
Other Information.  Deliver to the
Administrative Agent for prompt further distribution to each Lender:


(a)           no later than five
(5) days after the delivery of the financial statements referred to in Section
6.01(a), a certificate of its independent registered public accounting firm
certifying such financial statements and stating that in making the examination
necessary therefor no knowledge was obtained of any Event of Default resulting
from a violation of Section 7.11 or, if any such Event of Default shall exist,
stating the nature and status of such event.


(b)           no later than five
(5) days after the delivery of the financial statements referred to in Sections
6.01(a) and (b), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower and, if such Compliance Certificate
demonstrates an Event of Default resulting from a violation of Section 7.11,
any of the Permitted Holders may deliver, together with such Compliance
Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to
Section 8.05; provided that the delivery of a
Notice of Intent to Cure shall in no way affect or alter the occurrence, existence
or continuation of any such Event of Default or the rights, benefits, powers
and remedies of the Administrative Agent and the Lenders under any Loan Document;


(c)           promptly after the
same are publicly available, copies of all annual, regular, periodic and
special reports and registration statements which the Borrower files with the
SEC or with any Governmental Authority that may be substituted therefor (other
than amendments to any registration statement (to the extent such registration
statement, in the form it became effective, is delivered), exhibits to any
registration statement and, if applicable, any registration statement on Form
S-8) and in any case not otherwise required to be delivered to the
Administrative Agent pursuant hereto;


(d)           promptly after the
furnishing thereof, copies of any material requests or material notices
received by any Loan Party (other than in the ordinary course of business) or
material statements or material reports furnished to any holder of debt
securities of any Loan Party or of any of its Subsidiaries pursuant to the
terms of any Junior Financing Documentation in a principal amount greater than
the Threshold Amount and not otherwise required to be furnished to the Lenders
pursuant to any other clause of this Section 6.02;


(e)           together with the
delivery of the financial statements pursuant to Section 6.01(a) and each
Compliance Certificate pursuant to Section 6.02(b), (i) a report setting forth
the information required by Section 3.03(c) of the Security Agreement or 



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confirming that there has been no change in
such information since the Closing Date or the date of the last such report),
(ii) a description of each event, condition or circumstance during the last
fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment
under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each
Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of
delivery of such Compliance Certificate; and


(f)            promptly, such
additional information regarding the business, legal, financial or corporate
affairs of any Loan Party or any Subsidiary, or compliance with the terms of
the Loan Documents, as the Administrative Agent or any Lender through the
Administrative Agent may from time to time reasonably request.


Documents required to be delivered pursuant to Section
6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Borrower posts such documents, or provides a link
thereto on the Borrower’s website 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 on IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that:  (i) upon written request by the
Administrative Agent, the Borrower shall deliver paper copies of such documents
to the Administrative Agent for further distribution to each Lender until a
written request to cease delivering paper copies is given by the Administrative
Agent and (ii) the Borrower shall notify (which may be by facsimile or
electronic mail) the Administrative Agent of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions
(i.e., soft copies) of such documents. 
Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(b) to the Administrative Agent.  Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of
such documents from the Administrative Agent and maintaining its copies of such
documents.


SECTION 6.03       Notices.  Promptly after obtaining knowledge thereof,
notify the Administrative Agent:


(a)           of the occurrence of
any Default; and


(b)           of any matter that
has resulted or could reasonably be expected to result in a Material Adverse
Effect, including arising out of or resulting from (i) breach or non-performance
of, or any default or event of default under, a Contractual Obligation of any
Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation,
proceeding or suspension between any Loan Party or any Subsidiary and any
Governmental Authority, (iii) the commencement of, or any material development
in, any litigation or proceeding affecting any Loan Party or any Subsidiary,
including pursuant to any applicable Environmental Laws or in respect of IP
Rights or the assertion or occurrence of any noncompliance by any Loan Party or
as any of its Subsidiaries with, or liability under, any Environmental Law or
Environmental Permit, or (iv) the occurrence of any ERISA Event.



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Each notice pursuant to this Section shall be
accompanied by a written statement of a Responsible Officer of the Borrower (x)
that such notice is being delivered pursuant to Section 6.03(a) or (b) (as
applicable) and (y) setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with
respect thereto.


SECTION 6.04       Payment
of Obligations.  Pay, discharge or
otherwise satisfy as the same shall become due and payable, all its obligations
and liabilities in respect of taxes, assessments and governmental charges or
levies imposed upon it or upon its income or profits or in respect of its
property, except, in each case, to the extent the failure to pay or discharge
the same could not reasonably be expected to have a Material Adverse Effect.


SECTION 6.05       Preservation
of Existence, Etc.  (a)  Preserve, renew and maintain in full force
and effect its legal existence under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05 and (b)
take all reasonable action to maintain all rights, privileges (including its
good standing), permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except (i) to the extent that failure to do so
could not reasonably be expected to have a Material Adverse Effect or (ii)
pursuant to a transaction permitted by Section 7.04 or 7.05.


SECTION 6.06       Maintenance
of Properties.  Except if the failure
to do so could not reasonably be expected to have a Material Adverse Effect,
(a) maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order, repair and
condition, ordinary wear and tear excepted and casualty or condemnation
excepted, and (b) make all necessary renewals, replacements, modifications,
improvements, upgrades, extensions and additions thereof or thereto in
accordance with prudent industry practice.


SECTION 6.07       Maintenance
of Insurance.  Maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts (after giving effect to any self-insurance reasonable
and customary for similarly situated Persons engaged in the same or similar
businesses as the Borrower and the Restricted Subsidiaries) as are customarily
carried under similar circumstances by such other Persons.


SECTION 6.08       Compliance
with Laws.  Comply in all material
respects with the requirements of all Laws and all orders, writs, injunctions
and decrees applicable to it or to its business or property, except if the
failure to comply therewith could not reasonably be expected to have a Material
Adverse Effect.


SECTION 6.09       Books
and Records.  Maintain proper books
of record and account, in which entries that are full, true and correct in all
material respects and are in conformity with GAAP consistently applied shall be
made of all material financial transactions and matters involving the assets
and business of the Borrower or such Subsidiary, as the case may be.


SECTION 6.10       Inspection
Rights.  Permit representatives and
independent contractors of the Administrative Agent and each Lender to visit
and inspect any of its 



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properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at the reasonable expense of the Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections
during the continuation of an Event of Default, only the Administrative Agent
on behalf of the Lenders may exercise rights of the Administrative Agent and
the Lenders under this Section 6.10 and the Administrative Agent shall not
exercise such rights more often than two (2) times during any calendar year
absent the existence of an Event of Default and only one (1) such time shall be
at the Borrower’s expense; provided
further that when an Event of
Default exists, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing
at the expense of the Borrower at any time during normal business hours and
upon reasonable advance notice.  The
Administrative Agent and the Lenders shall give the Borrower the opportunity to
participate in any discussions with the Borrower’s independent public
accountants.


SECTION 6.11       Covenant
to Guarantee Obligations and Give Security. 
At the Borrower’s expense, take all action necessary or reasonably requested
by the Administrative Agent to ensure that the Collateral and Guarantee
Requirement continues to be satisfied, including:


(a)           upon the formation
or acquisition of any new direct or indirect wholly owned Domestic Subsidiary
(in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary)
by any Loan Party or the designation in accordance with Section 6.14 of any
existing direct or indirect wholly owned Domestic Subsidiary as a Restricted
Subsidiary:


(i)      within
thirty (30) days after such formation, acquisition or designation or such
longer period as the Administrative Agent may agree in its discretion:


(A)          cause
each such Restricted Subsidiary that is required to become a Guarantor under
the Collateral and Guarantee Requirement to furnish to the Administrative Agent
a description of the real properties owned by such Restricted Subsidiary that
have a book value in excess of $5,000,000 in detail reasonably satisfactory to
the Administrative Agent;


(B)           cause
(x) each such Restricted Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guarantee Requirement to duly execute and
deliver to the Administrative Agent or the Collateral Agent (as appropriate)
Mortgages, Security Agreement Supplements, Intellectual Property Security
Agreements and other security agreements and documents (including, with respect
to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested
by and in form and substance reasonably satisfactory to the Administrative
Agent (consistent with the Mortgages, Security Agreement, Intellectual Property
Security Agreements and other Collateral Documents in effect on the Closing
Date), in each case granting Liens required by the Collateral and Guarantee 



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Requirement and (y) each direct or indirect parent of each such Restricted
Subsidiary that is required to be a Guarantor pursuant to the Collateral and
Guarantee Requirement to duly execute and deliver to the Administrative Agent
such Security Agreement Supplements and other security agreements as reasonably
requested by and in form and substance reasonably satisfactory to the
Administrative Agent (consistent with the Security Agreements in effect on the
Closing Date), in each case granting Liens required by the Collateral and
Guarantee Requirement;


(C)           (x)
cause each such Restricted Subsidiary that is required to become a Guarantor
pursuant to the Collateral and Guarantee Requirement to deliver any and all
certificates representing Equity Interests (to the extent certificated) that
are required to be pledged pursuant to the Collateral and Guarantee
Requirement, accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank and instruments evidencing the
intercompany Indebtedness held by such Restricted Subsidiary and required to be
pledged pursuant to the Collateral Documents, indorsed in blank to the
Collateral Agent and (y) cause each direct or indirect parent of such
Restricted Subsidiary that is required to be a Guarantor pursuant to the
Collateral and Guarantee Requirement to deliver any and all certificates
representing the outstanding Equity Interests (to the extent certificated) of
such Restricted Subsidiary that are required to be pledged pursuant to the
Collateral and Guarantee Requirement, accompanied by undated stock powers or other
appropriate instruments of transfer executed in blank and instruments
evidencing the intercompany Indebtedness issued by such Restricted Subsidiary
and required to be pledged in accordance with the Collateral Documents,
indorsed in blank to the Collateral Agent;


(D)          take
and cause such Restricted Subsidiary and each direct or indirect parent of such
Restricted Subsidiary that is required to become a guarantor pursuant to the
Guarantee and Collateral Requirement to take whatever action (including the recording
of Mortgages, the filing of Uniform Commercial Code financing statements and
delivery of stock and membership interest certificates) may be necessary in the
reasonable opinion of the Administrative Agent to vest in the Administrative
Agent (or in any representative of the Administrative Agent designated by it)
valid Liens required by the Collateral and Guarantee Requirement, enforceable
against all third parties in accordance with their terms, except as such enforceability
may be limited by Debtor Relief Laws and by general principles of equity,


(ii)     within
thirty (30) days after the request therefor by the Administrative Agent,
deliver to the Administrative Agent a signed copy of an opinion, addressed to
the Administrative Agent and the other Secured Parties, of counsel for the Loan
Parties reasonably acceptable to the Administrative Agent as to such 



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matters set forth in this Section 6.11(a) as the Administrative Agent
may reasonably request, and


(iii)    as
promptly as practicable after the request therefor by the Administrative Agent,
deliver to the Administrative Agent with respect to each parcel of real
property that is owned by such Restricted Subsidiary and has a book value in
excess of $5,000,000, any existing title reports, surveys or environmental
assessment reports.


(b)           (i)  [reserved];


(ii)     the Borrower shall obtain the security
interests and Guarantees set forth on Schedule 1.01B on or prior to the
dates corresponding to such security interests and Guarantees set forth on Schedule
1.01B; and


(iii)    after the Closing Date, promptly after (x)
the acquisition of any material personal property by any Loan Party or (y) the
acquisition of any owned real property by any Loan Party with a book value in
excess of $5,000,000, and if such personal property or owned real property
shall not already be subject to a perfected Lien pursuant to the Collateral and
Guarantee Requirement, the Borrower shall give notice thereof to the Administrative
Agent and promptly thereafter shall cause such assets to be subjected to a Lien
to the extent required by the Collateral and Guarantee Requirement and will
take, or cause the relevant Loan Party to take, such actions as shall be
necessary or reasonably requested by the Administrative Agent to grant and
perfect or record such Lien, including, as applicable, the actions referred to
in Section 6.13(b) with respect to real property.


SECTION 6.12       Compliance
with Environmental Laws.  Except, in
each case, to the extent that the failure to do so could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, comply,
and take all reasonable actions to cause all lessees and other Persons
operating or occupying its properties to comply with all applicable Environmental
Laws and Environmental Permits; obtain and renew all Environmental Permits necessary
for its operations and properties; and, in each case to the extent required by
Environmental Laws, conduct any investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, in accordance
with the requirements of all Environmental Laws.


SECTION 6.13       Further
Assurances and Post-Closing Conditions.


(a)           Promptly
upon reasonable request by the Administrative Agent (i) correct any material
defect or error that may be discovered in the execution, acknowledgment, filing
or recordation of any Collateral Document or other document or instrument
relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the
Administrative Agent may reasonably request from time to time in order to carry
out more effectively the purposes of the Collateral Documents.


(b)           In
the case of any real property referred to in Section 6.11(b), provide the
Administrative Agent with Mortgages with respect to such owned real property
within thirty (30)



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days of the acquisition of, or, if requested by the Administrative
Agent, entry into, or renewal of, a ground lease in respect of, such real
property in each case together with:


(i)      evidence that counterparts of the
Mortgages have been duly executed, acknowledged and delivered and are in form
suitable for filing or recording in all filing or recording offices that the
Administrative Agent may deem reasonably necessary or desirable in order to
create a valid and subsisting perfected Lien on the property and/or rights
described therein in favor of the Administrative Agent or the Collateral Agent
(as appropriate) for the benefit of the Secured Parties and that all filing and
recording taxes and fees have been paid or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent;


(ii)     fully paid American Land Title Association
Lender’s Extended Coverage title insurance policies or the equivalent or other
form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements
and in amount, reasonably acceptable to the Administrative Agent (not to exceed
the value of the real properties covered thereby), issued, coinsured and
reinsured by title insurers reasonably acceptable to the Administrative Agent,
insuring the Mortgages to be valid subsisting Liens on the property described
therein, free and clear of all defects and encumbrances, subject to Liens
permitted by Section 7.01, and providing for such other affirmative insurance
(including endorsements for future advances under the Loan Documents) and such
coinsurance and direct access reinsurance as the Administrative Agent may reasonably
request;


(iii)    opinions of local counsel for the Loan
Parties in states in which the real properties are located, with respect to the
enforceability and perfection of the Mortgages and any related fixture filings
in form and substance reasonably satisfactory to the Administrative Agent;


(iv)    evidence that each such space lease contains
a provision reasonably acceptable to the Administrative Agent permitting a
collateral assignment with respect to such provisions; provided
that the Administrative Agent shall be permitted to waive this requirement if
it is reasonably satisfied that the Borrower has used its commercially reasonable
efforts to comply with this requirement; and


(v)     such other evidence that all other actions
that the Administrative Agent may reasonably deem necessary or desirable in
order to create valid and subsisting Liens on the property described in the
Mortgages has been taken.


SECTION 6.14       Designation
of Subsidiaries.  The board of
directors of the Borrower may at any time designate any Restricted Subsidiary
as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (i)
immediately before and after such designation, no Default shall have occurred
and be continuing, (ii) immediately after giving effect to such
designation, the Borrower and the Restricted Subsidiaries shall be in
compliance, on a Pro Forma Basis (it being understood that if such designation
is to be made effective prior to the date that the December 31, 2007 Test
Period has become effective, the levels set forth in Section 7.11 for the
December 31, 2007 Test Period shall be deemed to apply), with the covenants set
forth in Section 7.11 for the Test Period in effect at such time (and, as a



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condition precedent to the effectiveness of any such designation, the
Borrower shall deliver to the Administrative Agent a certificate setting forth
in reasonable detail the calculations demonstrating such compliance) and (iii)
no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted
Subsidiary” for the purpose of any Junior Financing, as applicable.  The designation of any Subsidiary as an Unrestricted
Subsidiary shall constitute an Investment by the Borrower therein at the date
of designation in an amount equal to the net book value of the Borrower’s investment
therein.  The designation of any
Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the
incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time.


SECTION 6.15       Flood
Insurance.  With respect to each
Mortgaged Property, obtain flood insurance in such total amount as the Administrative
Agent or the Required Lenders may from time to time reasonably require, if at
any time the area in which any improvements located on any Mortgaged Property
is designated a “flood hazard area” in any Flood Insurance Rate Map published
by the Federal Emergency Management Agency (or any successor agency), and
otherwise comply with the National Flood Insurance Program as set forth in the
Flood Disaster Protection Act of 1973, as amended from time to time.


ARTICLE
VII



Negative Covenants


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder which is accrued and payable
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall not, nor shall it permit any of its Restricted
Subsidiaries to, directly or indirectly:


SECTION 7.01       Liens.  Create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than the following:


(a)           Liens pursuant to
any Loan Document;


(b)           Liens existing on
the date hereof and listed on Schedule 7.01(b) and any modifications,
replacements, renewals or extensions thereof; provided
that (i) the Lien does not extend to any additional property other than (A)
after-acquired property that is affixed or incorporated into the property
covered by such Lien or financed by Indebtedness permitted under Section 7.03,
and (B) proceeds and products thereof, and (ii) the renewal, extension or
refinancing of the obligations secured or benefited by such Liens is permitted
by Section 7.03;


(c)           Liens for taxes,
assessments or governmental charges which are not overdue for a period of more
than thirty (30) days or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP;



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(d)           statutory
Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen,
construction contractors or other like Liens arising in the ordinary course of
business which secure amounts not overdue for a period of more than thirty (30)
days or if more than thirty (30) days overdue, are unfiled and no other action
has been taken to enforce such Lien or which are being contested in good faith
and by appropriate proceedings diligently conducted, if adequate reserves with
respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;


(e)           (i)
pledges or deposits in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other social security legislation
and (ii) pledges and deposits in the ordinary course of business securing
liability for reimbursement or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefit
of) insurance carriers providing property, casualty or liability insurance to
the Borrower or any Restricted Subsidiary;


(f)            deposits
to secure the performance of bids, trade contracts, governmental contracts and
leases (other than Indebtedness for borrowed money), statutory obligations,
surety, stay, customs and appeal bonds, performance bonds and other obligations
of a like nature (including those to secure health, safety and environmental
obligations) incurred in the ordinary course of business;


(g)           easements,
rights-of-way, restrictions, encroachments, protrusions and other similar
encumbrances and minor title defects affecting real property which, in the
aggregate, do not in any case materially interfere with the ordinary conduct of
the business of the Borrower or any material Subsidiary;


(h)           Liens
securing judgments for the payment of money not constituting an Event of
Default under Section 8.01(h);


(i)            Liens
securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach
concurrently with or within two hundred and seventy (270) days after the
acquisition, repair, replacement, construction or improvement (as applicable)
of the property subject to such Liens, (ii) such Liens do not at any time
encumber any property except for accessions to such property other than the
property financed by such Indebtedness and the proceeds and the products
thereof and (iii) with respect to Capitalized Leases, such Liens do not at any
time extend to or cover any assets (except for accessions to such assets) other
than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by
one lender may be cross collateralized to other financings of equipment
provided by such lender;


(j)            leases,
licenses, subleases or sublicenses granted to others in the ordinary course of
business which do not (i) interfere in any material respect with the business
of the Borrower or any material Subsidiary or (ii) secure any Indebtedness;


(k)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods in the
ordinary course of business;



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(l)            Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial
Code on the items in the course of collection, and (ii) in favor of a banking
institution arising as a matter of law encumbering deposits (including the
right of set off) and which are within the general parameters customary in the
banking industry;


(m)          Liens
(i) on cash advances in favor of the seller of any property to be acquired in
an Investment permitted pursuant to Section 7.02(i) or (n) to be applied
against the purchase price for such Investment, (ii) attaching to commodity
trading accounts or other commodities brokerage accounts incurred in the
ordinary course of business and (iii) consisting of an agreement to Dispose of
any property in a Disposition permitted under Section 7.05, in each case,
solely to the extent such Investment or Disposition, as the case may be, would
have been permitted on the date of the creation of such Lien;


(n)           Liens
on property (i) of any Foreign Subsidiary that is not a Loan Party and (ii)
that does not constitute Collateral, which Liens secure Indebtedness of the
applicable Foreign Subsidiary permitted under Section 7.03;


(o)           Liens
in favor of the Borrower or a Restricted Subsidiary securing Indebtedness
permitted under Section 7.03(d);


(p)           Liens
existing on property at the time of its acquisition or existing on the property
of any Person at the time such Person becomes a Restricted Subsidiary (other
than by designation as a Restricted Subsidiary pursuant to Section 6.14), in
each case after the date hereof (other than Liens on the Equity Interests of
any Person that becomes a Restricted Subsidiary) and the replacement, extension
or renewal of any Lien permitted by this clause (p) upon or in the same
property previously subject thereto in connection with the replacement,
extension or renewal (without increase in the amount or any change in any
direct or contingent obligor) of the amount or value secured thereby; provided that (i) such Lien was not
created in contemplation of such acquisition or such Person becoming a
Restricted Subsidiary, (ii) such Lien does not extend to or cover any other
assets or property (other than the proceeds or products thereof and other than
after-acquired property subjected to a Lien securing Indebtedness and other
obligations incurred prior to such time and which Indebtedness and other
obligations are permitted hereunder that require, pursuant to their terms at
such time, a pledge of after-acquired property, it being understood that such
requirement shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition), and (iii) the
Indebtedness secured thereby is permitted under Section 7.03(e), (g) or (k);


(q)           any
interest or title of a lessor under leases entered into by the Borrower or any
of the Restricted Subsidiaries in the ordinary course of business;


(r)            [reserved];


(s)           Liens
encumbering out of conditional sale, title retention, consignment or similar
arrangements for sale of goods entered into by the Borrower or any of the Restricted
Subsidiaries in the ordinary course of business permitted by this Agreement;



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(t)            Liens
deemed to exist in connection with Investments in repurchase agreements under
Section 7.02 and reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts
incurred in the ordinary course of business and not for speculative purposes;


(u)           Liens
that are contractual rights of set-off (i) relating to the establishment of
depository relations with banks not given in connection with the issuance of
Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrower
or any Restricted Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Borrower and the
Restricted Subsidiaries or (iii) relating to purchase orders and other agreements
entered into with customers of the Borrower or any Restricted Subsidiary in the
ordinary course of business;


(v)           Liens
solely on any cash earnest money deposits made by the Borrower or any of the
Restricted Subsidiaries in connection with any letter of intent or purchase
agreement permitted hereunder;


(w)          (i)
Liens placed upon the Equity Interests of any Restricted Subsidiary acquired
pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to
Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens
placed upon the assets of such Restricted Subsidiary and any of its
Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its
Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);


(x)            ground
leases in respect of real property on which facilities owned or leased by the
Borrower or any of its Subsidiaries are located;


(y)           Liens
arising from precautionary Uniform Commercial Code financing statement filings;


(z)            Liens
on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto.


(aa)         other
Liens securing Indebtedness outstanding in an aggregate principal amount not to
exceed $20,000,000.


Notwithstanding the foregoing, no Liens on any IP Collateral
shall be permitted at any time, other than pursuant to Section 7.01(a), (b),
(c), (h), (j), (m), (o), (p), (r), (u)(iii) or (w), and no Liens (other than
those referred to in Section 7.01(a)) shall be permitted on the Collateral consisting
of the Equity Interests of the Borrower or the Foreign Holdco.


Notwithstanding the foregoing, no Liens shall be
permitted to exist directly or indirectly on any Mortgaged Property other than
pursuant to clauses (a), (b), (c), (d), (g), (h), (j), (p), (q) and (x) (to the
extent, with reference to clause (j) of this Section 7.01, the Borrower and the
applicable Loan Party shall use commercially reasonable efforts to cause such
leases, licenses, subleases or sublicenses to be subordinate to the lien of any
Mortgage).


SECTION 7.02       Investments.  Make or hold any Investments, except:



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(a)           Investments
by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents
when such Investment was made;


(b)           loans
or advances to officers, directors and employees of the Borrower and the
Restricted Subsidiaries (i)  for
reasonable and customary business-related travel, entertainment, relocation and
analogous ordinary business purposes, (ii) in connection with such Person’s
purchase of Equity Interests of the Borrower (provided
that the amount of such loans and advances shall be contributed to the Borrower
in cash as common equity) and (iii) for purposes not described in the foregoing
clauses (i) and (ii), in an aggregate principal amount outstanding not to
exceed $2,500,000;


(c)           Investments
(i) by the Borrower or any Restricted Subsidiary in any Loan Party (excluding
any new Restricted Subsidiary which becomes a Loan Party and excluding any
Foreign Subsidiary), (ii) by any Restricted Subsidiary that is not a Loan Party
in any other such Restricted Subsidiary that is also not a Loan Party and (iii)
by the Borrower or any Restricted Subsidiary (A) in any Subsidiary that is not
a Loan Party; provided that the
aggregate amount of such Investments in Persons that are not Loan Parties
(together with, but without duplication of, the aggregate consideration paid in
respect of Permitted Acquisitions of Persons that do not become Loan Parties
pursuant to Section 7.02(i)(B), but with giving effect to any Investment
permitted by Section 7.02(q)) shall not exceed $75,000,000 (net of any return
representing a return of capital in respect of any such Investment) or (B) in
any Foreign Subsidiary that is a Loan Party, consisting of the contribution of
Equity Interests of any other Foreign Subsidiary held directly by the Borrower
or such Restricted Subsidiary in exchange for Indebtedness, Equity Interests or
a combination thereof of the Foreign Subsidiary to which such contribution is
made, (C) in any Foreign Subsidiary, constituting an exchange of Equity
Interests of such Foreign Subsidiary for Indebtedness of such Foreign
Subsidiary or (D) constituting Guarantees of Indebtedness or other monetary
obligations of Foreign Subsidiaries owing to any Loan Party, to the extent such
Guarantees are permitted under Section 7.03 and (iv) by any Foreign Subsidiary
that is a Loan Party in any other Foreign Subsidiary that is a Loan Party
(other than any new Restricted Subsidiary that becomes a Loan Party);


(d)           Investments
consisting of extensions of credit in the nature of accounts receivable or
notes receivable arising from the grant of trade credit in the ordinary course
of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors and other credits to
suppliers in the ordinary course of business;


(e)           Investments
consisting of Liens, Indebtedness, fundamental changes and Dispositions
permitted under Sections 7.01, 7.03, 7.04 and 7.05, respectively;


(f)            Investments
(i) existing or contemplated on the date hereof and set forth on Schedule
7.02(f) and any modification, replacement, renewal, reinvestment or extension
thereof and (ii) existing on the date hereof by the Borrower or any Restricted
Subsidiary in the Borrower or any other Restricted Subsidiary and any
modification, renewal or extension thereof; provided
that the amount of any Investment permitted pursuant to this Section 7.02(f) is
not materially increased from the amount of such Investment on the



 104
 









Closing Date via the transfer of assets from any of the Borrower or any
Subsidiary thereof to such Investment;


(g)           Investments
in Swap Contracts permitted under Section 7.03;


(h)           promissory
notes and other noncash consideration received in connection with Dispositions
permitted by Section 7.05;


(i)            the
purchase or other acquisition of property and assets or businesses of any
Person or of assets constituting a business unit, a line of business or
division of such Person, or Equity Interests in a Person that, upon the
consummation thereof, will be a wholly owned Subsidiary of the Borrower
(including as a result of a merger or consolidation); provided that, with respect to each
purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):


(A)          subject to clause (B) below, a
majority of all property, assets and businesses acquired in such purchase or
other acquisition shall constitute Collateral and each applicable Loan Party
and any such newly created or acquired Subsidiary (and, to the extent required
under the Collateral and Guarantee Requirement, the Subsidiaries of such
created or acquired Subsidiary) shall be Guarantors and shall have complied
with the requirements of Section 6.11, within the times specified therein (for
the avoidance of doubt, this clause (A) shall not override any provisions of
the Collateral and Guarantee Requirement);


(B)           the aggregate amount of consideration
paid in respect of acquisitions of Persons that do not become Loan Parties
(together with the aggregate amount of all Investments in Foreign Subsidiaries
that are not Loan Parties pursuant to Section 7.02(c)(iii)(A), but with giving
effect to any Investments permitted under Section 7.02(q)) shall not exceed
$75,000,000 (net of any return representing a return of capital in respect of
any such Investment);


(C)           the acquired property, assets,
business or Person is in the same line of business as the Borrower and the
Subsidiaries, taken as a whole;


(D)          the board of directors (or similar
governing body) of the Person to be so purchased or acquired shall not have
indicated publicly its opposition to the consummation of such purchase or
acquisition (which opposition has not been publicly withdrawn);


(E)           (1) immediately before and
immediately after giving Pro Forma Effect to any such purchase or other
acquisition on a Pro Forma Basis, no Default shall have occurred and be
continuing, (2) immediately after giving effect to such purchase or other
acquisition the Total Leverage Ratio for the Borrower shall be not greater than
5.0:1 and (3) the Borrower and the Restricted Subsidiaries shall be in Pro
Forma Compliance with the covenants set forth in Section 7.11 for the Test
Period in effect at the time such purchase or other acquisition is to occur (it
being understood that if such purchase or other acquisition is to occur prior
to the date that the December 31, 2007 Test Period is effective, the levels set
forth in



 105
 









Section 7.11
for the December 31, 2007 Test Period shall be deemed to apply), and, in the
case of acquisitions the aggregate consideration which is in excess of
$10,000,000, which shall be evidenced by a certificate from the chief financial
officer of the Borrower demonstrating such compliance calculation in reasonable
detail; and


(F)           the Borrower shall have delivered to
the Administrative Agent, on behalf of the Lenders, no later than five (5)
Business Days after the date on which any such purchase or other acquisition is
consummated, a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this clause (i) have been satisfied or will be
satisfied on or prior to the consummation of such purchase or other
acquisition;


(j)            the
Transaction;


(k)           Investments
in the ordinary course of business consisting of Article 3 endorsements for
collection or deposit and Article 4 customary trade arrangements with customers
consistent with past practices;


(l)            Investments
(including debt obligations and Equity Interests) received in connection with the
bankruptcy or reorganization of suppliers and customers or in settlement of
delinquent obligations of, or other disputes with, customers and suppliers
arising in the ordinary course of business or upon the foreclosure with respect
to any secured Investment or other transfer of title with respect to any
secured Investment;


(m)          [reserved];


(n)           so
long as immediately after giving effect to any such Investment, no Default has
occurred and is continuing and the Borrower and the Restricted Subsidiaries
will be in Pro Forma Compliance with the covenants set forth in Section 7.11
for the Test Period in effect at the time such Investment is being made (it
being understood that if such Investment is to be made prior to the date that
the December 31, 2007 Test Period is effective, the levels set forth in Section
7.11 for the December 31, 2007 Test Period shall be deemed to apply), other
Investments that do not exceed $75,000,000, in the aggregate, net of any return
representing return of capital in respect of any such investment and valued at
the time of the making thereof; provided
that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted
Equity Issuances (other than Permitted Equity Issuances made pursuant to
Section 8.05) that are Not Otherwise Applied and (ii) if, as of the last day of
the immediately preceding Test Period (after giving Pro Forma Effect to such
Investments) the Total Leverage Ratio is 3.25:1 or less, the amount of
Cumulative Excess Cash Flow that is Not Otherwise Applied.  For the purpose of this Agreement, “Cumulative Excess Cash Flow” means the sum of Excess Cash
Flow (but not less than zero in any period) for the fiscal year ending on
December 31, 2008 and Excess Cash Flow for each succeeding and completed fiscal
year (it being understood that no Excess Cash Flow generated during any period
shall be deemed to be Cumulative Excess Cash



 106
 









Flow until the financial statements for such
period are delivered pursuant to Section 6.01(a));


(o)           advances
of payroll payments to employees in the ordinary course of business;


(p)           Investments
to the extent that payment for such Investments is made solely with Qualified
Equity Interests of the Borrower;


(q)           Investments
held by a Restricted Subsidiary (acquired after the Closing Date or of a corporation
merged into the Borrower or merged or consolidated with a Restricted Subsidiary
in accordance with Section 7.04 after the Closing Date), to the extent that
such Investments were not made in contemplation of or in connection with such acquisition,
merger or consolidation and were in existence on the date of such acquisition,
merger or consolidation;


(r)            Guarantees
by the Borrower or any Restricted Subsidiary of leases (other than Capitalized
Leases) or of other obligations that do not constitute Indebtedness, in each
case entered into in the ordinary course of business;


provided that (x)
no Investment in an Unrestricted Subsidiary that would otherwise be permitted
under this Section 7.02 shall be permitted hereunder to the extent that any portion
of such Investment is used to make any prepayments, redemptions, purchases,
defeasances and other payments in respect of Junior Financings and (y)
notwithstanding anything to the contrary contained in this Section 7.02, to the
extent (i) the Borrower shall remain a Subsidiary of Parent and (ii) required
by any Travelport Debt Financing Agreement, nothing in this Section 7.02 shall
limit the ability of the Borrower and its Restricted Subsidiaries to (x) pay
any indebtedness owed to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)
or any of its “Restricted Subsidiaries” (as such term is defined in any
Travelport Debt Financing Agreement (so long as such definition conveys the
same basic meaning as such definition in the Travelport Debt Financing
Agreements as in effect on the date hereof)) or (y) make loans or advances to
Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) or any of its “Restricted
Subsidiaries” (as such term is defined in any Travelport Debt Financing Agreement
(so long as such definition conveys the same basic meaning as such definition
in the Travelport Debt Financing Agreements as in effect on the date hereof)).


SECTION 7.03       Indebtedness.  Create, incur, assume or suffer to exist any
Indebtedness, except:


(a)           Indebtedness
of the Borrower and any of its Subsidiaries under the Loan Documents;


(b)           Indebtedness
(i) outstanding on the date hereof and listed on Schedule 7.03(b), provided that the letters of credit and
surety bonds listed thereon must be backstopped by a Letter of Credit issued
hereunder and, other than in respect of any letter of credit or any surety bond
listed thereon or any drawing upon any such letter of credit or surety bond,
any Permitted Refinancing thereof; and (ii) intercompany Indebtedness outstanding
on the date hereof;



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(c)           Guarantees by the Borrower and  the Restricted Subsidiaries in respect of
Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted
hereunder (except that a Restricted Subsidiary that is not a Loan Party may
not, by virtue of this Section 7.03(c), Guarantee Indebtedness that such
Restricted Subsidiary could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any
Restricted Subsidiary of any Note or Junior Financing shall be permitted unless
such Restricted Subsidiary shall have also provided a Guarantee of the
Obligations substantially on the terms set forth in the Guaranty and (B) if the
Indebtedness being Guaranteed is subordinated to the Obligations, such
Guarantee shall be subordinated to the Guarantee of the Obligations on terms at
least as favorable to the Lenders as those contained in the subordination of
such Indebtedness;


(d)           Indebtedness of the Borrower or any Restricted Subsidiary
owing to the Borrower or any other Restricted Subsidiary to the extent
constituting an Investment permitted by Section 7.02; provided that, all such Indebtedness of
any Loan Party owed to any Person that is not a Loan Party shall be subject to
the subordination terms set forth in Section 5.03 of the Security Agreement;


(e)           (i) Attributable Indebtedness and other Indebtedness
(including Capitalized Leases) financing the acquisition, construction, repair,
replacement or improvement of fixed or capital assets, other than software; provided that such Indebtedness is incurred
concurrently with or within two hundred and seventy (270) days after the
applicable acquisition, construction, repair, replacement or improvement, (ii)
Attributable Indebtedness arising out of sale-leaseback transactions permitted
by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set
forth in the immediately preceding clauses (i) and (ii); provided that the aggregate principal
amount of Indebtedness outstanding at any one time pursuant to this Section
7.03(e) shall not exceed 5.0% of Total Assets at such time;


(f)            Indebtedness in respect of Swap Contracts designed to
hedge against interest rates, foreign exchange rates or commodities pricing
risks incurred in the ordinary course of business and not for speculative purposes;


(g)           Indebtedness of the Borrower, Foreign Subsidiaries or
Guarantors (i) assumed in connection with any Permitted Acquisition or (ii)
incurred to finance a Permitted Acquisition, in each case, that is secured only
by the assets or business acquired in the applicable Permitted Acquisition
(including any acquired Equity Interests) and so long as both immediately prior
and after giving effect thereto, (A) no Default shall exist or result
therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma
Compliance with the covenants set forth in Section 7.11 for the Test Period in
effect at the time of the assumption or incurrence of such Indebtedness (it
being understood that if such assumption or incurrence is to occur prior to the
date that the December 31, 2007 Test Period has become effective, the levels
set forth in Section 7.11 for the December 31, 2007 Test Period shall be deemed
to apply), and (C) the aggregate principal amount of such Indebtedness and all
Indebtedness resulting from any Permitted Refinancing thereof at any time
outstanding pursuant to this paragraph (g) does not exceed $50,000,000; provided that the aggregate amount of Indebtedness
outstanding at Persons



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that are not Loan Parties pursuant to this
clause (g) and clause (n) below shall not exceed $50,000,000 at any one time;


(h)           (i) Indebtedness of the Borrower and the Restricted
Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not
incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance
a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such
Indebtedness and all Indebtedness resulting from any Permitted Refinancing
thereof (v) is unsecured, (w) both immediately prior and after giving effect
thereto, (1) no Default shall exist or result therefrom, (2) the Total Leverage
Ratio for the Borrower would be not greater than 5.0:1 and (3) the Borrower and
the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants
set forth in Section 7.11 for the Test Period in effect at the time of the
assumption or incurrence of such Indebtedness (it being understood that if such
assumption or incurrence is to occur prior to the date that the December 31,
2007 Test Period has become effective, the levels set forth in Section 7.11 for
the December 31, 2007 Test Period shall be deemed to apply), (x) matures after,
and does not require any scheduled amortization or other scheduled payments of
principal prior to, the Maturity Date of the Term Loans (it being understood
that such Indebtedness may have mandatory prepayment, repurchase or redemptions
provisions satisfying the requirement of clause (y) hereof), (y) has terms and
conditions (other than interest rate, redemption premiums and subordination
terms), taken as a whole, that are not materially less favorable to the
Borrower as the terms and conditions of high yield debt securities typical for
the Sponsor; provided that a
certificate of a Responsible Officer delivered to the Administrative Agent at
least five Business Days prior to the incurrence of such Indebtedness, together
with a reasonably detailed description of the material terms and conditions of
such Indebtedness or drafts of the documentation relating thereto, stating that
the Borrower has determined in good faith that such terms and conditions
satisfy the foregoing requirement shall be conclusive evidence that such terms
and conditions satisfy the foregoing requirement unless the Administrative
Agent notifies the Borrower within such five Business Day period that it
disagrees with such determination (including a reasonable description of the
basis upon which it disagrees), and (z) with respect to such Indebtedness
described in the immediately preceding clause (B) or any Permitted Refinancing
thereof, is incurred by the Borrower or a Guarantor; provided
further that notwithstanding anything contained in the Loan
Documents to the contrary, (a) the maximum principal amount of all Indebtedness
described in clause (A) of this paragraph (together with any Permitted
Refinancing of Indebtedness in respect thereof) with respect to which a
Restricted Subsidiary that is not a Guarantor may become liable shall be
$50,000,000 and (b) the only obligors with respect to any Indebtedness incurred
pursuant to clause (A) of this paragraph or any Permitted Refinancing of
Indebtedness in respect thereof shall be of those Persons who were obligors of
such Indebtedness immediately prior to such Permitted Acquisition.


(i)            Indebtedness representing deferred compensation to
employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary
course of business;



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(j)            Indebtedness to current or former officers, directors and
employees, their respective estates, spouses or former spouses to finance the
purchase or redemption of Equity Interests of the Borrower;


(k)           Indebtedness
incurred by the Borrower or the Restricted Subsidiaries in a Permitted
Acquisition, any other Investment expressly permitted hereunder or any Disposition
to the extent constituting indemnification obligations or obligations in
respect of purchase price or other similar adjustments;


(l)            Indebtedness
consisting of obligations of the Borrower or the Restricted Subsidiaries under
deferred compensation or other similar arrangements incurred by such Person in
connection with the Transaction and Permitted Acquisitions or any other Investment
expressly permitted hereunder;


(m)          Cash
Management Obligations and other Indebtedness in respect of netting services,
overdraft protections and similar arrangements in each case in connection with
deposit accounts;


(n)           Indebtedness
in an aggregate principal amount not to exceed $100,000,000 at any time
outstanding; provided that a
maximum of $50,000,000 in aggregate principal amount of such Indebtedness (less
the aggregate principal amount of Indebtedness of Foreign Subsidiaries that are
not Guarantors outstanding at any time under Section 7.03(g)) may be incurred
by Foreign Subsidiaries that are not Guarantors; and provided
further that both immediately prior and
after giving effect thereto on a Pro Forma Basis the Total Leverage Ratio of
the Borrower would be not greater than 5.0:1;


(o)           Indebtedness
consisting of (a) the financing of insurance premiums or (b) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary
course of business;


(p)           Indebtedness
incurred by the Borrower or any of the Restricted Subsidiaries in respect of
letters of credit, bank guarantees, bankers’ acceptances or similar instruments
issued or created in the ordinary course of business, including in respect of
workers compensation claims, health, disability or other employee benefits or
property, casualty or liability insurance or self-insurance or other Indebtedness
with respect to reimbursement-type obligations regarding workers compensation
claims; provided that any
reimbursement obligations in respect thereof are reimbursed within 30 days
following the incurrence thereof;


(q)           obligations
in respect of performance, bid, appeal and surety bonds and performance and
completion guarantees and similar obligations provided by the Borrower or any
of the Restricted Subsidiaries or obligations in respect of letters of credit,
bank guarantees or similar instruments related thereto, in each case in the
ordinary course of business or consistent with past practice;


(r)            [reserved];


 



 110















(s)           Indebtedness
supported by a Letter of Credit, in a principal amount not to exceed the face
amount of such Letter of Credit;


(t)            Indebtedness
in respect of any transactions pursuant to Section 7.08(m)(y); and


(u)           all
premiums (if any), interest (including post-petition interest), fees, expenses,
charges and additional or contingent interest on obligations described in
clauses (a) through (v) above.


SECTION 7.04       Fundamental
Changes.  Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that:


(a)           any
Restricted Subsidiary may merge with (i) the Borrower (including a merger, the
purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be
the continuing or surviving Person and (y) such merger does not result in the
Borrower ceasing to be incorporated under the Laws of the United States, any
state thereof or the District of Columbia, or (ii) any one or more other
Restricted Subsidiaries; provided
that when any Restricted Subsidiary that is a Loan Party is merging with
another Restricted Subsidiary, a Loan Party shall be the continuing or
surviving Person;


(b)           (i)
any Subsidiary that is not a Loan Party may merge or consolidate with or into
any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may
liquidate or dissolve or change its legal form if the Borrower determines in
good faith that such action is in the best interests of the Borrower and its
Subsidiaries and if not materially disadvantageous to the Lenders;


(c)           any
Restricted Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another
Restricted Subsidiary; provided
that if the transferor in such a transaction is a Guarantor or a Borrower, then
(i) the transferee must either be the Borrower or a Guarantor or (ii) to the
extent constituting an Investment, such Investment must be a permitted Investment
in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in
accordance with Sections 7.02 and 7.03, respectively;


(d)           so
long as no Default exists or would result therefrom, the Borrower may merge
with any other Person; provided
that (i) the Borrower shall be the continuing or surviving corporation or (ii)
if the Person formed by or surviving any such merger or consolidation is not
the Borrower (any such Person, the “Successor
Borrower”), (A) the Successor Borrower shall be an entity organized
or existing under the laws of the United States, any state thereof, the
District of Columbia or any territory thereof, (B) the Successor Borrower shall
expressly assume all the obligations of the Borrower under this Agreement and
the other Loan Documents to which the Borrower is a party pursuant to a
supplement hereto or thereto in form reasonably satisfactory to the
Administrative Agent,



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(C) each Guarantor, unless it is the other
party to such merger or consolidation, shall have by a supplement to the
Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s
obligations under this Agreement, (D) each Guarantor, unless it is the other
party to such merger or consolidation, shall have by a supplement to the
Security Agreement confirmed that its obligations thereunder shall apply to the
Successor Borrower’s obligations under this Agreement, (E) each mortgagor of a
Mortgaged Property, unless it is the other party to such merger or consolidation,
shall have by an amendment to or restatement of the applicable Mortgage
confirmed that its obligations thereunder shall apply to the Successor Borrower’s
obligations under this Agreement, and (F) the Borrower shall have delivered to
the Administrative Agent an officer’s certificate and an opinion of counsel,
each stating that such merger or consolidation and such supplement to this
Agreement or any Collateral Document comply with this Agreement; provided, further,
that if the foregoing are satisfied, the Successor Borrower will succeed to,
and be substituted for, the Borrower under this Agreement;


(e)           so
long as no Default exists or would result therefrom, any Restricted Subsidiary
may merge with any other Person in order to effect an Investment permitted
pursuant to Section 7.02; provided
that the continuing or surviving Person shall be a Restricted Subsidiary, which
together with each of its Restricted Subsidiaries, shall have complied with the
requirements of Section 6.11;


(f)            so
long as no Default exists or would result therefrom and no material assets have
been transferred to such Subsidiaries from the Borrower or any Subsidiary
thereof from the Closing Date to the date of such dissolution or liquidation,
the Subsidiaries listed on Schedule 7.04(f) may be dissolved or liquidated;
and


(g)           so
long as no Default exists or would result therefrom, a merger, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a
Disposition permitted pursuant to Section 7.05.


Notwithstanding
anything to the contrary contained in this Section 7.04, to the extent (i) the
Borrower shall remain a Subsidiary of Parent and (ii) required by any
Travelport Debt Financing Agreement, nothing in this Section 7.04 shall limit
the ability of the Borrower and its Restricted Subsidiaries to sell, lease or
transfer any of its properties or assets to Travelport Limited (f/k/a TDS
Investor (Bermuda) Ltd.) or any of its “Restricted Subsidiaries” (as such term
is defined in any Travelport Debt Financing Agreement (so long as such
definition conveys the same basic meaning as such definition in the Travelport
Debt Financing Agreements as in effect on the date hereof)).


SECTION 7.05       Dispositions.  Make any Disposition or enter into any
agreement to make any Disposition, except:


(a)           Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business and Dispositions of property no longer used or
useful in the conduct of the business of the Borrower and the Restricted
Subsidiaries;



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(b)           Dispositions
of inventory and immaterial assets in the ordinary course of business;


(c)           Dispositions
of property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property that is promptly purchased
or (ii) the proceeds of such Disposition are promptly applied to the purchase
price of such replacement property (which replacement property is actually
promptly purchased);


(d)           Dispositions
of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such
property is a Guarantor or a Borrower (i) the transferee thereof must either be
a Borrower or a Guarantor or (ii) to the extent such transaction constitutes an
Investment, such transaction is permitted under Section 7.02;


(e)           Dispositions
permitted by Sections 7.04 and Liens permitted by Section 7.01;


(f)            Dispositions
of property (other than IP Collateral) pursuant to sale-leaseback transactions;
provided that (i) with respect to
such property owned by the Borrower and its Restricted Subsidiaries on the
Closing Date, the fair market value of all property so Disposed of after the
Closing Date (taken together with the aggregate book value of all property Disposed
of pursuant to Section 7.05(j)) shall not exceed five percent (5.0%) of Total
Assets per year and (ii) with respect to such property acquired by the Borrower
or any Restricted Subsidiary after the Closing Date, the applicable
sale-leaseback transaction occurs within two hundred and seventy (270) days
after the acquisition or construction (as applicable) of such property;


(g)           Dispositions
in the ordinary course of business of Cash Equivalents;


(h)           leases,
subleases, licenses or sublicenses (including the provision of software under
an open source license), in each case in the ordinary course of business and
which do not materially interfere with the business of the Borrower and the
Restricted Subsidiaries;


(i)            transfers
of property subject to Casualty Events upon receipt of the Net Cash Proceeds of
such Casualty Event;


(j)            Dispositions
of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such
Disposition (other than any such Disposition made pursuant to a legally binding
commitment entered into at a time when no Default exists), no Default shall
exist or would result from such Disposition, (ii) the aggregate book value of
all property Disposed of in reliance on this clause (j) (taken together with
the aggregate fair market value of all property Disposed of pursuant to Section
7.05(f)) shall not exceed five percent (5.0%) of Total Assets per year and
(iii) with respect to any Disposition pursuant to this clause (j) for a
purchase price in excess of $5,000,000, the Borrower or a Restricted Subsidiary
shall receive not less than 75% of such consideration in the form of cash or
Cash Equivalents (in each case, free and clear of all Liens at the time
received, other than nonconsensual Liens permitted by Section 7.01 and Liens
permitted by



 113
 









Section 7.01(s) and clauses (i) and (ii) of
Section 7.01(u)); provided, however, that for the purposes of this
clause (iii), (A) any liabilities (as shown on the Borrower’s or such
Restricted Subsidiary’s most recent balance sheet provided hereunder or in the
footnotes thereto) of the Borrower or such Restricted Subsidiary, other than
liabilities that are by their terms subordinated to the payment in cash of the
Obligations, that are assumed by the transferee with respect to the applicable
Disposition and for which the Borrower and all of the Restricted Subsidiaries
shall have been validly released by all applicable creditors in writing, (B)
any securities received by the Borrower or such Restricted Subsidiary from such
transferee that are converted by the Borrower or such Restricted Subsidiary
into cash (to the extent of the cash received) within 180 days following the
closing of the applicable Disposition and (C) any Designated Non-Cash
Consideration received by the Borrower or such Restricted Subsidiary in respect
of such Disposition having an aggregate fair market value, taken together with
all other Designated Non-Cash Consideration received pursuant to this clause
(C) that is at that time outstanding, not in excess of 2.5% of Total Assets at
the time of the receipt of such Designated Non-Cash Consideration, with the
fair market value of each item of Designated Non-Cash Consideration being
measured at the time received and without giving effect to subsequent changes
in value, shall be deemed to be cash;


(k)           any
Disposition of any Subsidiary listed on Schedule 7.05(k), so long as no
material assets are transferred to any such Subsidiary from the Borrower or any
Subsidiary thereof from the Closing Date to the date of such Disposition;


(l)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to
customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements; and


(m)          any
Disposition of any Subsidiary listed on Schedule 7.05(m) to any wholly
owned Subsidiary that is not a Loan Party so long as no material assets are
transferred to any such Subsidiary from the Borrower or any Subsidiary thereof
from the Closing Date to the date of such Disposition;


provided that any
Disposition of any property pursuant to this Section 7.05 (except pursuant to
Sections 7.05(e) and (m) and except for
Dispositions from a Loan Party to another Loan Party), shall be for no
less than the fair market value of such property at the time of such Disposition.  To the extent any Collateral is Disposed of
as expressly permitted by this Section 7.05 to any Person other than the
Borrower or any Restricted Subsidiary, such Collateral shall be sold free and
clear of the Liens created by the Loan Documents, and, if requested by the Administrative
Agent, upon the certification by the Borrower that such Disposition is
permitted by this Agreement, the Administrative Agent or the Collateral Agent,
as applicable, shall be authorized to take any actions deemed appropriate in
order to effect the foregoing.


Notwithstanding
anything to the contrary contained in this Section 7.05, to the extent (i) the
Borrower shall remain a Subsidiary of Parent and (ii) required by any
Travelport Debt Financing Agreement, nothing in this Section 7.05 shall limit
the ability of the Borrower and its Restricted Subsidiaries to sell, lease or
transfer any of its properties or assets to Travelport Limited (f/k/a TDS
Investor (Bermuda) Ltd.) or any of its “Restricted Subsidiaries” (as such term
is defined in



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any Travelport
Debt Financing Agreement (so long as such definition conveys the same basic
meaning as such definition in the Travelport Debt Financing Agreements as in
effect on the date hereof)).


SECTION 7.06       [Reserved].


SECTION 7.07       Change
in Nature of Business.  Engage in any
material line of business substantially different from those lines of business
conducted by the Borrower and the Restricted Subsidiaries on the date hereof or
any business reasonably related or ancillary thereto.


SECTION 7.08       Transactions
with Affiliates.  Enter into any
transaction of any kind with any Affiliate of the Borrower whether or not in
the ordinary course of business, other than (a) transactions among Loan Parties
or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary
as a result of such transaction, (b) on terms substantially as favorable to the
Borrower or such Restricted Subsidiary as would be obtainable by the Borrower
or such Restricted Subsidiary at the time in a comparable arm’s-length
transaction with a Person other than an Affiliate, (c) the payment of fees and
expenses related to the Transaction, (d) the issuance of Equity Interests to
the management of the Borrower or any of its Subsidiaries in connection with
the Transaction, (e) equity issuances, repurchases, retirements or other
acquisitions or retirements of Equity Interests by the Borrower, (f) loans and
other transactions by the Borrower and the Restricted Subsidiaries to the extent
permitted under this Article VII, (g) employment and severance arrangements
between the Borrower and the Restricted Subsidiaries and their respective
officers and employees in the ordinary course of business, (h) payments by the
Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements
among the Borrower and the Restricted Subsidiaries on customary terms to the
extent attributable to the ownership or operation of the Borrower and the
Restricted Subsidiaries, (i) the payment of customary fees and reasonable out
of pocket costs to, and indemnities provided on behalf of, directors, officers
and employees of the Borrower and the Restricted Subsidiaries in the ordinary
course of business to the extent attributable to the ownership or operation of
the Borrower and the Restricted Subsidiaries, (j) transactions pursuant to
permitted agreements in existence on the Closing Date and set forth on Schedule
7.08 or any amendment thereto to the extent such an amendment is not
adverse to the Lenders in any material respect, (k) dividends, redemptions and
repurchases, (l) customary payments by the Borrower and any Restricted
Subsidiaries to the Sponsor made for any financial advisory, financing,
underwriting or placement services or in respect of other investment banking
activities (including in connection with acquisitions or divestitures), which
payments are approved by the majority of the members of the board of directors
or a majority of the disinterested members of the board of directors of the Borrower
in good faith and (m) transactions between or among Parent and its Subsidiaries
and the Borrower and the Restricted Subsidiaries pursuant to (x) the agreements
set forth in the Exhibit Index of that certain Registration Statement filed on
Form S-1 by the Borrower with the SEC on June 11, 2007 and (y) that certain
reimbursement agreement relating to letters of credit dated the date hereof between
the Borrower and Parent, as such agreements may be amended from time to time to
be not materially less favorable to the Borrower than at the Closing Date; provided that notwithstanding anything to
the contrary contained in this Section 7.08, to the extent (i) the Borrower
shall remain a Subsidiary of Parent and (ii) required by any Travelport Debt
Financing Agreement, nothing in this Section 7.08 shall limit the ability of
the Borrower and its Restricted Subsidiaries to (x) pay any indebtedness owed
to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.) or any of its “Restricted
Subsidiaries”



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(as such term is defined in any Travelport Debt Financing Agreement (so
long as such definition conveys the same basic meaning as such definition in
the Travelport Debt Financing Agreements as in effect on the date hereof)), (y)
make loans or advances to Travelport Limited (f/k/a TDS Investor (Bermuda)
Ltd.) or any of its “Restricted Subsidiaries” (as such term is defined in any
Travelport Debt Financing Agreement) or (z) sell, lease or transfer any of its
properties or assets to Travelport Limited (f/k/a TDS Investor (Bermuda) Ltd.)
or any of its “Restricted Subsidiaries” (as such term is defined in any
Travelport Debt Financing Agreement (so long as such definition conveys the
same basic meaning as such definition in the Travelport Debt Financing
Agreements as in effect on the date hereof)).


SECTION 7.09       Burdensome
Agreements.  Enter into or permit to
exist any Contractual Obligation (other than this Agreement or any other Loan
Document) that limits the ability of (a) any Restricted Subsidiary that is not
a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b)
the Borrower or any Loan Party to create, incur, assume or suffer to exist
Liens on property of such Person for the benefit of the Lenders with respect to
the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a)
and (b) shall not apply to Contractual Obligations which (i) (x) exist on the
date hereof and (to the extent not otherwise permitted by this Section 7.09)
are listed on Schedule 7.09 hereto and (y) to the extent Contractual
Obligations permitted by clause (x) are set forth in an agreement evidencing
Indebtedness, are set forth in any agreement evidencing any permitted renewal,
extension or refinancing of such Indebtedness so long as such renewal,
extension or refinancing does not expand the scope of such Contractual
Obligation, (ii) are binding on a Restricted Subsidiary at the time such
Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such
Contractual Obligations were not entered into solely in contemplation of such
Person becoming a Restricted Subsidiary; provided
further that this clause (ii)
shall not apply to Contractual Obligations that are binding on a Person that
becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent
Indebtedness of a Restricted Subsidiary which is not a Loan Party which is
permitted by Section 7.03, (iv) arise in connection with any Disposition
permitted by Section 7.05, (v) are customary provisions in joint venture agreements
and other similar agreements applicable to joint ventures permitted under
Section 7.02 and applicable solely to such joint venture entered into in the
ordinary course of business, (vi) are negative pledges and restrictions on
Liens in favor of any holder of Indebtedness permitted under Section 7.03 but
solely to the extent any negative pledge relates to the property financed by or
the subject of such Indebtedness (and excluding in any event any Indebtedness
constituting any Junior Financing), (vii) are customary restrictions on leases,
subleases, licenses or asset sale agreements otherwise permitted hereby so long
as such restrictions relate to the assets subject thereto, (viii) comprise
restrictions imposed by any agreement relating to secured Indebtedness
permitted pursuant to Section 7.03(e) or 7.03(g) to the extent that such restrictions
apply only to the property or assets securing such Indebtedness or, in the case
of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted
Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Borrower or any Restricted Subsidiary, (x) are
customary provisions restricting assignment of any agreement entered into in
the ordinary course of business, and (xi) are restrictions on cash or other
deposits imposed by customers under contracts entered into in the ordinary
course of business.



 116
 









 


SECTION 7.10       Use
of Proceeds.  Use the proceeds of any
Credit Extension, whether directly or indirectly, in a manner inconsistent with
the uses set forth in the preliminary statements to this Agreement.


SECTION 7.11       Financial
Covenants.


(a)           Maximum Total Leverage Ratio.  Permit the Total Leverage Ratio as of any
date set forth below to be greater than the ratio set forth below opposite such
date:




	
  Fiscal Year

  	
   

  	
  March 31

  	
   

  	
  June 30

  	
   

  	
  September 30

  	
   

  	
  December 31

  	
   

  
	
  2007

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —-

  	
   

  	
  5.3:1

  	
   

  
	
  2008

  	
   

  	
  5.3:1

  	
   

  	
  5.3:1

  	
   

  	
  5.25:1

  	
   

  	
  5.0:1

  	
   

  
	
  2009

  	
   

  	
  4.5:1

  	
   

  	
  4.5:1

  	
   

  	
  4.25:1

  	
   

  	
  4.25:1

  	
   

  
	
  2010

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  	
  3.5:1

  	
   

  
	
  Thereafter

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  	
  3.0:1

  	
   

  






 


(b)           Fixed Charge
Coverage Ratio.  Permit the
Fixed Charge Coverage Ratio for any Test Period to be less than the ratio set
forth below opposite the last day of such Test Period:




	
  Fiscal Year

  	
   

  	
  March 31

  	
   

  	
  June 30

  	
   

  	
  September 30

  	
   

  	
  December 31

  	
   

  
	
  2007

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  0.9:1

  	
   

  
	
  2008

  	
   

  	
  0.9:1

  	
   

  	
  0.9:1

  	
   

  	
  1.0:1

  	
   

  	
  1.0:1

  	
   

  
	
  Thereafter

  	
   

  	
  1.0:1

  	
   

  	
  1.0:1

  	
   

  	
  1.0:1

  	
   

  	
  1.0:1

  	
   

  






 


SECTION 7.12       Accounting Changes.  Make any change in fiscal year; provided, however,
that the Borrower may, upon written notice to the Administrative Agent, change
its fiscal year to any other fiscal year reasonably acceptable to the
Administrative Agent, in which case, the Borrower and the Administrative Agent
will, and are hereby authorized by the Lenders to, make any adjustments to this
Agreement that are necessary to reflect such change in fiscal year.


SECTION 7.13       Prepayments, Etc. of Indebtedness.


(a)           Prepay, redeem, purchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner (it being understood that
payments of regularly scheduled interest shall be permitted) any subordinated
Indebtedness incurred under Section 7.03(h) or any other Indebtedness that is
required to be subordinated to the Obligations pursuant to the terms of the
Loan Documents (collectively, “Junior Financing”)
or make any payment in violation of any subordination terms of any Junior
Financing Documentation, except (i) the refinancing thereof with the Net Cash
Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a
Permitted Refinancing and, if applicable, is permitted pursuant to Section
7.03(h)), to the extent not required to prepay any Loans or Facility pursuant
to Section 2.05(b), or of any Indebtedness of the Borrower, (ii) the conversion
of any Junior Financing to Equity Interests (other than Disqualified Equity
Interests) of the Borrower, (iii) the prepayment of Indebtedness of the



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Borrower or any Restricted Subsidiary to the Borrower
or any Restricted Subsidiary to the extent permitted by the Collateral
Documents and (iv) prepayments, redemptions, purchases, defeasances and other
payments in respect of Junior Financings prior to their scheduled maturity in
an aggregate amount, together with the aggregate amount of Restricted Payments
made by the Borrower and its Subsidiaries (ii) the amount of the Net Cash
Proceeds of Permitted Equity Issuances 
(other than Permitted Equity Issuances made pursuant to Section 8.05)
made within eighteen (18) months prior thereto that are Not Otherwise Applied
and (iii) if, as of the last day of the immediately preceding Test Period
(after giving Pro Forma Effect to such prepayments, redemptions, purchases,
defeasances and other payments) the Total Leverage Ratio is 3.25:1 or less, the
amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; and


(b)           amend,
modify or change in any manner materially adverse to the interests of the
Lenders any term or condition of any Junior Financing Documentation without the
consent of the Arrangers;


provided
that notwithstanding anything to the contrary contained in this Section 7.13,
to the extent (i) the Borrower shall remain a Subsidiary of Parent and (ii)
required by any Travelport Debt Financing Agreement, nothing in this Section
7.13 shall limit the ability of the Borrower and its Restricted Subsidiaries to
pay any indebtedness owed to Travelport Limited (f/k/a TDS Investor (Bermuda)
Ltd.) or any of its “Restricted Subsidiaries” (as such term is defined in any
Travelport Debt Financing Agreement (so long as such definition conveys the
same basic meaning as such definition in the Travelport Debt Financing
Agreements as in effect on the date hereof)).


SECTION 7.14       Equity
Interests of the Borrower and Restricted Subsidiaries.  Permit any Domestic Subsidiary that is a
Restricted Subsidiary to become a non-wholly owned Subsidiary, except to the
extent such Restricted Subsidiary continues to be a Guarantor or in connection
with a sale of all of such Restricted Subsidiary or the designation of an
Unrestricted Subsidiary pursuant to Section 6.14.


ARTICLE
VIII


Events of
Default and Remedies


SECTION 8.01       Events
of Default.  Any of the following
events referred to in any of clauses (a) through (m) inclusive of this Section
8.01 shall constitute an “Event of Default”:


(a)           Non-Payment.  The Borrower or any other Loan Party fails to
pay (i) when and as required to be paid herein, any amount of principal of any
Loan, or (ii) within five (5) Business Days after the same becomes due, any
interest on any Loan or any other amount payable hereunder or with respect to
any other Loan Document; or


(b)           Specific Covenants.  The Borrower fails to perform or observe any
term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a)
(solely with respect to the Borrower) or Article VII provided that any Event of
Default under Section 7.11 is subject to cure as contemplated by Section 8.05;
or



 118
 









 


(c)           Other Defaults.  Any Loan Party fails to perform or observe
any other covenant or agreement (not specified in Section 8.01(a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for thirty (30) days after notice thereof by the
Administrative Agent to the Borrower; or


(d)           Representations and
Warranties.  Any
representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party herein, in any
other Loan Document, or in any document required to be delivered in connection
herewith or therewith shall be incorrect or misleading in any material respect
when made or deemed made; or


(e)           Cross-Default.  Any Loan Party or any Restricted Subsidiary
(A) fails to make any payment beyond the applicable grace period with respect
thereto, if any (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate principal amount of not less than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness, or any other event occurs (other
than, with respect to Indebtedness consisting of Secured Hedge Agreements,
termination events or equivalent events pursuant to the terms of such Secured
Hedge Agreements), the effect of which default or other event is to cause, or
to permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness to become due or to be
repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an
offer to repurchase, prepay, defease or redeem such Indebtedness to be made,
prior to its stated maturity; provided
that this clause (e)(B) shall not apply to secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness, if such sale or transfer is permitted hereunder and
under the documents providing for such Indebtedness; or


(f)            Insolvency
Proceedings, Etc.  Any Loan
Party or any of the Restricted Subsidiaries institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment
for the benefit of creditors; or applies for or consents to the appointment of
any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver
or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for sixty (60)
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted
without the consent of such Person and (x) continues undismissed or unstayed for
sixty (60) calendar days, or an order for relief is entered in any such
proceeding; or


(g)           Inability to Pay Debts;
Attachment.  (i) Any Loan
Party or any Restricted Subsidiary becomes unable or admits in writing its
inability or fails generally to pay its debts in excess of the Threshold Amount
as they become due, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any



 119
 









material part
of the property of the Loan Parties, taken as a whole, and is not released,
vacated or fully bonded within sixty (60) days after its issue or levy; or


(h)           Judgments. 
There is entered against any Loan Party or any Restricted Subsidiary a
final judgment or order for the payment of money in an aggregate amount
exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer has been notified of such
judgment or order and has not denied or failed to acknowledge coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged
or stayed or bonded pending an appeal for a 
period of sixty (60) consecutive days; or


(i)            ERISA. 
(i)  An ERISA Event occurs with
respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of any Loan Party under Title IV
of ERISA in an aggregate amount which could reasonably be expected to result in
a Material Adverse Effect, (ii) any Loan Party or any ERISA Affiliate fails to
pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount which could
reasonably be expected to result in a Material Adverse Effect, or (iii) a
termination, withdrawal or noncompliance with applicable law or plan terms or
termination, withdrawal or other event similar to an ERISA Event occurs with
respect to a Foreign Plan that could reasonably be expected to result in a
Material Adverse Effect; or


(j)            Invalidity of Loan Documents.  Any material provision of any Loan Document,
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or thereunder (including as a result of a
transaction permitted under Section 7.04 or 7.05) or as a result of acts or
omissions by the Administrative Agent or any Lender or the satisfaction in full
of all the Obligations, ceases to be in full force and effect; or any Loan
Party contests in writing the validity or enforceability of any provision of
any Loan Document; or any Loan Party denies in writing that it has any or
further liability or obligation under any Loan Document (other than as a result
of repayment in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or


(k)           Change of Control.  There occurs any Change of Control; or


(l)            Collateral Documents.  (i) Any Collateral Document after delivery
thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than
pursuant to the terms thereof including as a result of a transaction permitted
under Section 7.04 or 7.05) cease to create a valid and perfected lien, with
the priority required by the Collateral Documents, (or other security purported
to be created on the applicable Collateral) on and security interest in any
material portion of the Collateral purported to be covered thereby, subject to
Liens permitted under Section 7.01, except to the extent that any such loss of
perfection or priority results from the failure of the Administrative Agent or
the Collateral Agent to maintain possession of certificates actually delivered
to it representing securities pledged under the Collateral Documents or to file
Uniform Commercial Code continuation statements and except as to Collateral
consisting of real property to the extent


 



 120















that such losses are covered by a lender’s
title insurance policy and such insurer has not denied or failed to acknowledge
coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be
pledged pursuant to the Security Agreement free of Liens other than Liens
created by the Security Agreement or any nonconsensual Liens arising solely by
operation of Law; or


(m)          Junior Financing Documentation.  (i) Any of the Obligations of the Loan
Parties under the Loan Documents for any reason shall cease to be “Senior
Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any
comparable term) under, and as defined in any Junior Financing Documentation or
(ii) the subordination provisions set forth in any Junior Financing
Documentation shall, in whole or in part, cease to be effective or cease to be
legally valid, binding and enforceable against the holders of any Junior
Financing, if applicable.


SECTION 8.02       Remedies Upon Event of Default.  If any Event of Default occurs and is
continuing, the Administrative Agent may and, at the request of the Required
Lenders, shall take any or all of the following actions:


(a)           declare
the commitment of each Lender to make Loans and any obligation of the L/C
Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments
and obligation shall be terminated;


(b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived
by the Borrower;


(c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and


(d)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable Law;


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


SECTION 8.03       Exclusion of Immaterial Subsidiaries.  Solely for the purpose of determining whether
a Default has occurred under clause (f) or (g) of Section 8.01, any reference
in any such clause to any Restricted Subsidiary or Loan Party shall be deemed
not to include any Restricted Subsidiary affected by any event or circumstances
referred to in any such clause that did not, as of the last day of the most
recent completed fiscal quarter of the Borrower, have assets with a value in
excess of 5% of the consolidated total assets of the Borrower and the 



 121
 









Restricted Subsidiaries and did not, as of the four
quarter period ending on the last day of such fiscal quarter, have revenues
exceeding 5% of the total revenues of the Borrower and the Restricted
Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any
event or circumstance referred to in any such clause shall be considered
together, as a single consolidated Restricted Subsidiary, for purposes of
determining whether the condition specified above is satisfied).


SECTION 8.04       Application of Funds.  After the exercise of remedies provided for
in Section 8.02 (or after the Loans have automatically become immediately due
and payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:


First, to payment
of that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (other than principal and interest, but including Attorney Costs
payable under Section 10.04 and amounts payable under Article III) payable to
the Administrative Agent in its capacity as such;


Second, to payment
of that portion of the Obligations constituting fees, indemnities and other
amounts (other than principal and interest) payable to the Lenders (including
Attorney Costs payable under Section 10.04 and amounts payable under Article
III), ratably among them in proportion to the amounts described in this clause
Second payable to them;


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


Fourth, to payment
of that portion of the Obligations constituting unpaid principal of the Loans
and L/C Borrowings, the Swap Termination Value under Secured Hedge Agreements
and the Cash Management Obligations, ratably among the Secured Parties in
proportion to the respective amounts described in this clause Fourth held by
them;


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


Sixth, to the
payment of all other Obligations of the Loan Parties that are due and payable
to the Administrative Agent and the other Secured Parties on such date, ratably
based upon the respective aggregate amounts of all such Obligations owing to
the Administrative Agent and the other Secured Parties on such date; and


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


Subject to Section 2.03(c), amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth above shall be applied to satisfy drawings under such Letters of
Credit as they occur.  If any amount
remains on deposit as Cash Collateral after all 



 122
 









Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above and, if no Obligations remain outstanding, to
the Borrower.


SECTION 8.05       Borrower’s Right to Cure.


(a)           Notwithstanding
anything to the contrary contained in Section 8.01, in the event of any Event
of Default resulting from a violation of the covenants set forth in Section
7.11 for the Test Period in effect at such time and until the expiration of the
tenth (10th) day after the date on which financial statements are required to
be delivered with respect to the applicable fiscal quarter hereunder, the
Borrower may engage in a Permitted Equity Issuance to any of the Permitted
Holders and apply the amount of the Net Cash Proceeds thereof to increase
Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i)
are actually received by the Borrower through capital contribution of such Net
Cash Proceeds by the Borrower to the Borrower no later than ten (10) days after
the date on which financial statements are required to be delivered with
respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and
(iii) do not exceed the aggregate amount necessary to cure such Event of Default
from a violation of the covenants set forth in Section 7.11 for any applicable
period.  The parties hereby acknowledge
that this Section 8.05(a) may not be relied on for purposes of calculating any
financial ratios other than as applicable to Section 7.11 and shall not result
in any adjustment to any amounts other than the amount of the Consolidated EBITDA
referred to in the immediately preceding sentence.


(b)           In
each period of four fiscal quarters, there shall be at least one fiscal quarter
in which no cure set forth in Section 8.05(a) is made.


ARTICLE
IX



Administrative Agent and Other Agents


SECTION 9.01       Appointment and Authorization of
Agents.


(a)           Each
Lender hereby irrevocably appoints, designates and authorizes the
Administrative Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. 
Notwithstanding any provision to the contrary contained elsewhere herein
or in any other Loan Document, the Administrative Agent shall have no duties or
responsibilities, except those expressly set forth herein, nor shall the Administrative
Agent have or be deemed to have any fiduciary relationship with any Lender or
participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Administrative Agent.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in the other Loan
Documents with reference to any Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency 



 123
 









doctrine of any applicable Law. 
Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
independent contracting parties.


(b)           Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and each such L/C
Issuer shall have all of the benefits and immunities (i) provided to the Agents
in this Article IX with respect to any acts taken or omissions suffered by such
L/C Issuer in connection with Letters of Credit issued by it or proposed to be
issued by it and the applications and agreements for letters of credit
pertaining to such Letters of Credit as fully as if the term “Agent” as used in
this Article IX and in the definition of “Agent-Related Person” included such
L/C Issuer with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to such L/C Issuer.


(c)           The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents,
and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if
applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby
irrevocably appoints and authorizes the Administrative Agent to act as the
agent of (and to hold any security interest created by the Collateral Documents
for and on behalf of or on trust for) such Lender for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the
Loan Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection, the Administrative Agent,
as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact
appointed by the Administrative Agent pursuant to Section 9.02 for purposes of
holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be entitled
to the benefits of all provisions of this Article IX (including Section 9.07,
as though such co-agents, sub-agents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect
thereto.


SECTION 9.02       Delegation of Duties.  The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document (including for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents or of exercising any rights and
remedies thereunder) by or through agents, employees or attorneys-in-fact
including for the purpose of any Borrowing or payment in Alternative
Currencies, such sub-agents as shall be deemed necessary by the Administrative
Agent and shall be entitled to advice of counsel and other consultants or
experts concerning all matters pertaining to such duties.  The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or sub-agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct (as determined in the final judgment of a court of competent jurisdiction).


SECTION 9.03       Liability of Agents.  No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct,
as determined by the final judgment of a court of competent jurisdiction, in
connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or 



 124
 









warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
the perfection or priority of any Lien or security interest created or
purported to be created under the Collateral Documents, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder.  No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.


SECTION 9.04       Reliance by Agents.


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


(b)           For
purposes of determining compliance with the conditions specified in Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


SECTION 9.05       Notice of Default.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default, except with respect
to defaults in the payment of principal, interest and fees required to be paid
to the Administrative Agent for the account of the Lenders, unless the
Administrative Agent shall have received written notice from a Lender or the
Borrower referring to this Agreement, describing such Default and stating that
such notice is a “notice of default.” 
The Administrative Agent will notify the Lenders of its receipt of any
such notice.  The Administrative Agent
shall take such action with respect to any Event of Default as may be directed
by the Required Lenders in accordance with Article VIII; provided that unless and until the
Administrative Agent has received any such direction, the Administrative Agent
may (but shall not be obligated to) take such action, or refrain 



 125
 









from taking such action, with respect to such Event of
Default as it shall deem advisable or in the best interest of the Lenders.


SECTION 9.06       Credit Decision; Disclosure of
Information by Agents.  Each Lender
acknowledges that no Agent-Related Person has made any representation or
warranty to it, and that no act by any Agent hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any
Loan Party or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material
information in their possession.  Each
Lender represents to each Agent that it has, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower and the other Loan Parties hereunder.  Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to
make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties.  Except for notices, reports and other documents
expressly required to be furnished to the Lenders by any Agent herein, such
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of any of the Loan
Parties or any of their respective Affiliates which may come into the
possession of any Agent-Related Person.


SECTION 9.07       Indemnification of Agents.  Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand each
Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan
Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting from such Agent-Related
Person’s own gross negligence or willful misconduct, as determined by the final
judgment of a court of competent jurisdiction; provided
that no action taken in accordance with the directions of the Required Lenders
(or such other number or percentage of the Lenders as shall be required by the
Loan Documents) shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section 9.07. 
In the case of any investigation, litigation or proceeding giving rise
to any Indemnified Liabilities, this Section 9.07 applies whether any such
investigation, litigation or proceeding is brought by any Lender or any other Person.  Without limitation of the foregoing, each
Lender shall reimburse the Administrative Agent upon demand for its ratable
share of any costs or out-of-pocket expenses (including Attorney Costs)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document 



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contemplated by or referred to herein, to the extent
that the Administrative Agent is not reimbursed for such expenses by or on
behalf of the Borrower, provided that
such reimbursement by the Lenders shall not affect the Borrower’s continuing
reimbursement obligations with respect thereto. 
The undertaking in this Section 9.07 shall survive termination of the
Aggregate Commitments, the payment of all other Obligations and the resignation
of the Administrative Agent.


SECTION 9.08       Agents in their Individual Capacities.  UBS AG, Stamford Branch and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire Equity Interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with each of the Loan
Parties and their respective Affiliates as though UBS AG, Stamford Branch were
not the Administrative Agent or an L/C Issuer hereunder and without notice to
or consent of the Lenders.  The Lenders
acknowledge that, pursuant to such activities, UBS AG, Stamford Branch or its
Affiliates may receive information regarding any Loan Party or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of such Loan Party or such Affiliate) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information
to them.  With respect to its Loans, UBS
AG, Stamford Branch shall have the same rights and powers under this Agreement
as any other Lender and may exercise such rights and powers as though it were
not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders”
include UBS AG, Stamford Branch in its individual capacity.


SECTION 9.09       Successor Agents.  The Administrative Agent may resign as the
Administrative Agent upon thirty (30) days’ notice to the Lenders and the
Borrower.  If the Administrative Agent
resigns under this Agreement, the Required Lenders shall appoint from among the
Lenders a successor agent for the Lenders, which successor agent shall be
consented to by the Borrower at all times other than during the existence of an
Event of Default under Section 8.01(f) or (g) (which consent of the Borrower
shall not be unreasonably withheld or delayed). 
If no successor agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor agent from
among the Lenders.  Upon the acceptance
of its appointment as successor agent hereunder, the Person acting as such
successor agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term “Administrative Agent,” shall mean
such successor administrative agent and/or supplemental administrative agent,
as the case may be, and the retiring Administrative Agent’s appointment, powers
and duties as the Administrative Agent shall be terminated.  After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this
Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative
Agent under this Agreement.  If no
successor agent has accepted appointment as the Administrative Agent by the
date which is thirty (30) days following the retiring Administrative Agent’s
notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of
the duties of the Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above.  Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to (a) continue the perfection of the Liens granted or 



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purported to be granted by the Collateral Documents or
(b) otherwise ensure that the Collateral and Guarantee Requirement is
satisfied, the Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges, and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents.  After the retiring Administrative Agent’s
resignation hereunder as the Administrative Agent, the provisions of this
Article IX shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as the Administrative
Agent.


SECTION 9.10       Administrative Agent May File Proofs
of Claim.  In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Loan Party, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise:


(a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders and
the Administrative Agent under Sections 2.03(g) and (h), 2.09 and 10.04)
allowed in such judicial proceeding; and


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


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Lenders, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Agents and their respective agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.


Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or accept or adopt on
behalf of any Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.


SECTION 9.11       Collateral and Guaranty Matters.  The Lenders irrevocably agree that:



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(a)           any
Lien on any property granted to or held by the Administrative Agent or the
Collateral Agent under any Loan Document shall be automatically released (i)
upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than (x) obligations under Secured Hedge Agreements not yet
due and payable, (y) Cash Management Obligations not yet due and payable and
(z) contingent indemnification obligations not yet accrued and payable) and the
expiration or termination of all Letters of Credit, (ii) at the time the
property subject to such Lien is transferred or to be transferred as part of or
in connection with any transfer permitted hereunder or under any other Loan
Document to any Person other than the Borrower or any of its Domestic Subsidiaries
that are Restricted Subsidiaries, (iii) subject to Section 10.01, if the
release of such Lien is approved, authorized or ratified in writing by the
Required Lenders, or (iv) if the property subject to such Lien is owned by a
Guarantor, upon release of such Guarantor from its obligations under its
Guaranty pursuant to clause (c) below;


(b)           to
release or subordinate any Lien on any property granted to or held by the
Administrative Agent or the Collateral Agent under any Loan Document to the
holder of any Lien on such property that is permitted by Section 7.01(i); and


(c)           any
Guarantor shall be automatically released from its obligations under the
Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a
transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor
continues to be a guarantor in respect of any Junior Financing.


Upon request by the Administrative Agent at any time,
the Required Lenders will confirm in writing the Administrative Agent’s
authority to release or subordinate its interest in particular types or items
of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.11. 
In each case as specified in this Section 9.11, the Administrative Agent
will (and each Lender irrevocably authorizes the Administrative Agent to), at
the Borrower’s expense, execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release or
subordination of such item of Collateral from the assignment and security interest
granted under the Collateral Documents, or to evidence the release of such
Guarantor from its obligations under the Guaranty, in each case in accordance
with the terms of the Loan Documents and this Section 9.11.


SECTION 9.12       Other Agents; Arrangers and Managers.  None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a “syndication
agent,” “documentation agent”, “joint bookrunner” or “arranger” shall have any
right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such.  Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender. 
Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.



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SECTION 9.13       Appointment of Supplemental Administrative
Agents.


(a)           It
is the purpose of this Agreement and the other Loan Documents that there shall
be no violation of any Law of any jurisdiction denying or restricting the right
of banking corporations or associations to transact business as agent or trustee
in such jurisdiction.  It is recognized
that in case of litigation under this Agreement or any of the other Loan
Documents, and in particular in case of the enforcement of any of the Loan
Documents, or in case the Administrative Agent deems that by reason of any
present or future Law of any jurisdiction it may not exercise any of the
rights, powers or remedies granted herein or in any of the other Loan Documents
or take any other action which may be desirable or necessary in connection
therewith, the Administrative Agent is hereby authorized to appoint an
additional individual or institution selected by the Administrative Agent in
its sole discretion as a separate trustee, co-trustee, administrative agent,
collateral agent, administrative sub-agent or administrative co-agent (any such
additional individual or institution being referred to herein individually as a
“Supplemental Administrative
Agent” and collectively as “Supplemental
Administrative Agents”).


(b)           In
the event that the Administrative Agent appoints a Supplemental Administrative
Agent with respect to any Collateral, (i) each and every right, power,
privilege or duty expressed or intended by this Agreement or any of the other
Loan Documents to be exercised by or vested in or conveyed to the Administrative
Agent with respect to such Collateral shall be exercisable by and vest in such
Supplemental Administrative Agent to the extent, and only to the extent,
necessary to enable such Supplemental Administrative Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Administrative Agent shall run to and be
enforceable by either the Administrative Agent or such Supplemental
Administrative Agent, and (ii) the provisions of this Article IX and of
Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to
the benefit of such Supplemental Administrative Agent and all references
therein to the Administrative Agent shall be deemed to be references to the
Administrative Agent and/or such Supplemental Administrative Agent, as the context
may require.


(c)           Should
any instrument in writing from the Borrower or any other Loan Party be required
by any Supplemental Administrative Agent so appointed by the Administrative
Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, the Borrower shall, or shall cause such
Loan Party to, execute, acknowledge and deliver any and all such instruments
promptly upon request by the Administrative Agent.  In case any Supplemental Administrative
Agent, or a successor thereto, shall die, become incapable of acting, resign or
be removed, all the rights, powers, privileges and duties of such Supplemental
Administrative Agent, to the extent permitted by Law, shall vest in and be exercised
by the Administrative Agent until the appointment of a new Supplemental Administrative
Agent.


ARTICLE X



Miscellaneous


SECTION 10.01     Amendments, Etc.  Except as otherwise set forth in this
Agreement, no amendment or waiver of any provision of this Agreement or any
other Loan



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Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver
or consent shall:


(a)           extend
or increase the Commitment of any Lender without the written consent of each
Lender directly affected thereby (it being understood that a waiver of any
condition precedent set forth in Section 4.02 or the waiver of any Default,
mandatory prepayment or mandatory reduction of the Commitments shall not
constitute an extension or increase of any Commitment of any Lender);


(b)           postpone
any date scheduled for, or reduce the amount of, any payment of principal or
interest under Section 2.07 or 2.08 without the written consent of each Lender
directly affected thereby, it being understood that the waiver of (or amendment
to the terms of) any mandatory prepayment of the Term Loans shall not
constitute a postponement of any date scheduled for the payment of principal or
interest;


(c)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iii) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby,
it being understood that any change to the definition of Total Leverage Ratio
or in the component definitions thereof shall not constitute a reduction in the
rate; provided that, only the
consent of the Required Lenders shall be necessary to amend the definition of “Default
Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate;


(d)           change
any provision of this Section 10.01, the definition of “Required Lenders” or “Pro
Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of
each Lender affected thereby;


(e)           other
than in a transaction permitted under Section 7.05, release all or substantially
all of the Collateral in any transaction or series of related transactions,
without the written consent of each Lender;


(f)            other
than in a transaction permitted under Section 7.04 or Section 7.05, release all
or substantially all of the aggregate value of the Guarantees, without the written
consent of each Lender; or


(g)           change
the currency in which any Loan is denominated of any Loan without the written
consent of the Lender holding such Loans;


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



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shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the rights
or duties of, or any fees or other amounts payable to, the Administrative Agent
under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not
be amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an SPC at the time of
such amendment, waiver or other modification; and (v) the consent of Lenders
holding more than 50% of any Class of Commitments shall be required with
respect to any amendment that by its terms adversely affects the rights of such
Class in respect of payments hereunder in a manner different than such
amendment affects other Classes. 
Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender (it being understood that any
Commitments or Loans held or deemed held by any Defaulting Lender shall be
excluded for a vote of the Lenders hereunder requiring any consent of the
Lenders).


Notwithstanding the foregoing, this Agreement may be
amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrower (a) to add one or more
additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and
fees in respect thereof to share ratably in the benefits of this Agreement and
the other Loan Documents with the Term Loans and the Revolving Credit Loans and
the accrued interest and fees in respect thereof and (b) to include
appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders.


In addition, notwithstanding the foregoing, this
Agreement may be amended with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement Dollar term loan
tranche denominated in Dollars (“Replacement Term Loans”)
hereunder; provided that (a) the aggregate principal
amount of such Replacement Term Loans shall not exceed the aggregate principal
amount of such Refinanced Term Loans (b) the Applicable Rate for such
Replacement Term Loans (or similar interest rate spread applicable to such
Replacement Term Loans) shall not be higher than the Applicable Rate for such
Refinanced Term Loans (or similar interest rate spread applicable to such
Refinanced Term Loans) immediately prior to such refinancing, (c) the Weighted
Average Life to Maturity of such Replacement Term Loans shall not be shorter
than the Weighted Average Life to Maturity of such Refinanced Term Loans at the
time of such refinancing (except to the extent of nominal amortization for periods
where amortization has been eliminated as a result of prepayment of the
applicable Term Loans) and (d) all other terms applicable to such Replacement
Term Loans shall be substantially identical to, or less favorable to the
Lenders providing such Replacement Term Loans than, those applicable to such
Refinanced Term Loans except to the extent necessary to provide for covenants
and other terms applicable to any period after the latest final maturity of the
Term Loans in effect immediately prior to such refinancing.


Notwithstanding anything to the contrary contained in
Section 10.01, guarantees, collateral security documents and related documents
executed by Subsidiaries in connection with this Agreement may be in a form
reasonably determined by the Administrative Agent and may be, together with
this Agreement, amended and waived with the consent of the Administrative 



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Agent at the request of the Borrower without the need
to obtain the consent of any other Lender if such amendment or waiver is
delivered in order (i) to comply with local Law or advice of local counsel,
(ii) to cure ambiguities or defects or (iii) to cause such guarantee,
collateral security document or other document to be consistent with this
Agreement and the other Loan Documents.


SECTION 10.02     Notices and Other Communications;
Facsimile Copies.


(a)           General. 
Unless otherwise expressly provided herein, all notices and other
communications provided for hereunder or under any other Loan Document shall be
in writing (including by facsimile transmission).  All such written notices shall be mailed,
faxed or delivered to the applicable address, facsimile number or electronic
mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


(i)           if to the Borrower, the
Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address,
facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 10.02 or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a notice to the other parties; and


(ii)          if to any other Lender, to the
address, facsimile number, electronic mail address or telephone number
specified in its Administrative Questionnaire or to such other address,
facsimile number, electronic mail address or telephone number as shall be
designated by such party in a notice to the Borrower, the Administrative Agent,
the L/C Issuers and the Swing Line Lender.


All such notices and other communications shall be
deemed to be given or made upon the earlier to occur of (i) actual receipt by
the relevant party hereto and (ii) (A) if delivered by hand or by courier, when
signed for by or on behalf of the relevant party hereto; (B) if delivered by
mail, four (4) Business Days after deposit in the mails, postage prepaid; (C)
if delivered by facsimile, when sent and receipt has been confirmed by
telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other
communications to the Administrative Agent, the L/C Issuers and the Swing Line
Lender pursuant to Article II shall not be effective until actually received by
such Person.  In no event shall a voice
mail message be effective as a notice, communication or confirmation hereunder.


(b)           Effectiveness of Facsimile Documents and Signatures.  Loan Documents may be transmitted and/or
signed by facsimile.  The effectiveness
of any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually signed originals and shall be binding on all
Loan Parties, the Agents and the Lenders.


(c)           Reliance by Agents and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on
behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not 



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preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof.  The Borrower shall
indemnify each Agent-Related Person and each Lender from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower in the absence of
gross negligence or willful misconduct. 
All telephonic notices to the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to
such recording.


SECTION 10.03     No Waiver; Cumulative Remedies.  No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other
Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by Law.


SECTION 10.04     Attorney Costs, Expenses and Taxes.  The Borrower agrees (a) if the Closing
Date occurs, to pay or reimburse the Administrative Agent, the Syndication
Agent, the Documentation Agent and the Arrangers for all reasonable
out-of-pocket costs and expenses incurred in connection with the preparation,
negotiation, syndication and execution of this Agreement and the other Loan
Documents, and any amendment, waiver, consent or other modification of the
provisions hereof and thereof (whether or not the transactions contemplated
thereby are consummated), and the consummation and administration of the
transactions contemplated hereby and thereby, including all Attorney Costs of
Cahill Gordon & Reindel LLP and local and foreign counsel, and (b) to pay
or reimburse the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Arrangers and each Lender for all out-of-pocket costs and expenses
incurred in connection with the enforcement of any rights or remedies under
this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any legal proceeding, including any proceeding under
any Debtor Relief Law, and including all Attorney Costs of counsel to the
Administrative Agent).  The foregoing
costs and expenses shall include all reasonable search, filing, recording and
title insurance charges and fees and taxes related thereto, and other
(reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred
by any Agent.  The agreements in this
Section 10.04 shall survive the termination of the Aggregate Commitments and repayment
of all other Obligations.  All amounts
due under this Section 10.04 shall be paid within ten (10) Business Days of
receipt by the Borrower of an invoice relating thereto setting forth such expenses
in reasonable detail.  If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it
hereunder or under any Loan Document, such amount may be paid on behalf of such
Loan Party by the Administrative Agent 
in its sole discretion.


SECTION 10.05     Indemnification by the Borrower.  Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents, trustees, investment advisors and
attorneys-in-fact (collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses and
disbursements (including Attorney Costs) of any kind or nature whatsoever which
may at any 



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time be imposed on, incurred by or asserted against
any such Indemnitee in any way relating to or arising out of or in connection
with (a) the execution, delivery, enforcement, performance or administration of
any Loan Document or any other agreement, letter or instrument delivered in
connection with the transactions contemplated thereby or the consummation of
the transactions contemplated thereby, (b) any Commitment, Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), or (c) any actual or alleged
presence or release of Hazardous Materials on or from any property currently or
formerly owned or operated by the Borrower, any Subsidiary or any other Loan
Party, or any Environmental Liability related in any way to the Borrower, any
Subsidiary or any other Loan Party, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any
investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases,
whether or not caused by or arising, in whole or in part, out of the negligence
of the Indemnitee; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements resulted from the
gross negligence or willful misconduct of such Indemnitee or of any affiliate,
director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.  No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee or any Loan Party have
any liability for any special, punitive, indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the Closing
Date).  In the case of an investigation,
litigation or other proceeding to which the indemnity in this Section 10.05
applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its directors,
stockholders or creditors or an Indemnitee or any other Person, whether or not
any Indemnitee is otherwise a party thereto and whether or not any of the
transactions contemplated hereunder or under any of the other Loan Documents is
consummated.  All amounts due under this
Section 10.05 shall be paid within ten (10) Business Days after demand
therefor; provided, however, that such Indemnitee shall
promptly refund such amount to the extent that there is a final judicial or
arbitral determination that such Indemnitee was not entitled to indemnification
or contribution rights with respect to such payment pursuant to the express
terms of this Section 10.05.  The
agreements in this Section 10.05 shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.


SECTION 10.06     Payments Set Aside.  To the extent that any payment by or on
behalf of the Borrower is made to any Agent or any Lender, or any Agent or any
Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such
recovery, the obligation or part 



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thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such setoff had not occurred, and (b) each Lender severally agrees to
pay to the Administrative Agent upon demand its applicable share of any amount
so recovered from or repaid by any Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to
the applicable Overnight Rate from time to time in effect.


SECTION 10.07     Successors and Assigns.


(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that the Borrower may not assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of each
Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation
in accordance with the provisions of Section 10.07(e), (iii) by way of pledge
or assignment of a security interest subject to the restrictions of Section
10.07(g) or (iv) to an SPC in accordance with the provisions of Section
10.07(h) (and any other attempted assignment or transfer by any party hereto
shall be null and void).  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in Section 10.07(e) and,
to the extent expressly contemplated hereby, the Indemnitees) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


(b)           (i)  Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans (including for purposes of this Section 10.07(b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it) with the prior
written consent (such consent not to be unreasonably withheld or delayed) of:


(A)          the
Borrower, provided that no consent
of the Borrower shall be required for an assignment to a Lender, an Affiliate
of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a),
(f) or (g) has occurred and is continuing, any Assignee;


(B)           the
Administrative Agent; provided
that no consent of the Administrative Agent shall be required for an assignment
of all or any portion of a Term Loan to another Lender, an Affiliate of a
Lender or an Approved Fund;


(C)           each
Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall
be required for any assignment of a Term Loan or any assignment to an Agent or
an Affiliate of an Agent; and


(D)          in
the case of any assignment of any of the Dollar Revolving Credit Facility, the
Swing Line Lender.


(ii)          Assignments
shall be subject to the following additional conditions:



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(A)          except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (in
the case of the Revolving Credit Facilities) or $1,000,000 (in the case of a
Term Loan) unless each of the Borrower and the Administrative Agent otherwise
consents, provided that
(1) no such consent of the Borrower shall be required if an Event of Default
under Section 8.01(a), (f) or (g) has occurred and is continuing and (2) such
amounts shall be aggregated in respect of each Lender and its Affiliates or
Approved Funds, if any;


(B)           the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500; provided that only
one such fee shall be payable in the event of simultaneous assignments from any
Lender or its Approved Funds to one or more other Approved Funds of such
Lender; and


(C)           the
Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


This paragraph (b) shall not prohibit any Lender from
assigning all or a portion of its rights and obligations among separate
Facilities on a non-pro rata basis.


(c)           Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
Section 10.07(d), from and after the effective date specified in each
Assignment and Assumption, the Eligible Assignee thereunder shall be a party to
this Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date
of such assignment).  Upon request, and
the surrender by the assigning Lender of its Note, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
clause (c) shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
Section 10.07(e).


(d)           The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts (and related interest amounts) of the Loans, L/C Obligations
(specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under
Section 2.03, owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The entries in the Register shall be
conclusive, absent manifest error, and the 



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Borrower, the Agents and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Borrower, any Agent and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.


(e)           Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans
(including such Lender’s participations in L/C Obligations and/or Swing Line
Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the Borrower, the Agents and
the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or the other Loan Documents; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that directly
affects such Participant.  Subject to Section
10.07(f), the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01 (subject to the requirements of Section 10.15), 3.04
and 3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.07(c).  To the extent permitted by applicable Law,
each Participant also shall be entitled to the benefits of Section 10.09 as
though it were a Lender; provided
that such Participant agrees to be subject to Section 2.13 as though it were a
Lender.


(f)            A
Participant shall not be entitled to receive any greater payment under Section
3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower’s prior
written consent.


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


(h)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an “SPC”) the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be 



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obligated to make such Loan pursuant to the terms hereof.  Each party hereto hereby agrees that (i)
neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations
of the Borrower under this Agreement (including its obligations under Section
3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar
payment obligation under this Agreement for which a Lender would be liable, and
(iii) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. 
The making of a Loan by an SPC hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee of $3,500, assign all or any portion of its right
to receive payment with respect to any Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Loans to any rating agency, commercial paper dealer or provider of
any surety or Guarantee or credit or liquidity enhancement to such SPC.


(i)            Notwithstanding
anything to the contrary contained herein, (1) any Lender may in accordance
with applicable Law create a security interest in all or any portion of the
Loans owing to it and the Note, if any, held by it and (2) any Lender that is a
Fund may create a security interest in all or any portion of the Loans owing to
it and the Note, if any, held by it to the trustee for holders of obligations
owed, or securities issued, by such Fund as security for such obligations or
securities; provided that unless
and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 10.07, (i) no such pledge shall release the pledging
Lender from any of its obligations under the Loan Documents and (ii) such
trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights
with respect to the pledged interest through foreclosure or otherwise.


(j)            Notwithstanding
anything to the contrary contained herein, any L/C Issuer or the Swing Line
Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders,
resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the
expiration of such 30-day period with respect to such resignation, the relevant
L/C Issuer or the Swing Line Lender shall have identified, in consultation with
the Borrower, a successor L/C Issuer or Swing Line Lender willing to accept its
appointment as successor L/C Issuer or Swing Line Lender, as applicable.  In the event of any such resignation of an L/C
Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from
among the Lenders willing to accept such appointment a successor L/C Issuer or
Swing Line Lender hereunder; provided
that no failure by the Borrower to appoint any such successor shall affect the
resignation of the relevant L/C Issuer or the Swing Line Lender, as the case
may be.  If an L/C Issuer resigns as an
L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as an L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  If the Swing Line Lender
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the 



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effective date of such resignation, including the right to require the
Lenders to make Base Rate Loans or fund risk participations in outstanding
Swing Line Loans pursuant to Section 2.04(c).


SECTION 10.08     Confidentiality.  Each of the Agents and the Lenders agrees to
maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates and its and its Affiliates’ directors,
officers, employees, trustees, investment advisors and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any Governmental Authority; (c) to the extent required by
applicable Laws or regulations or by any subpoena or similar legal process; (d)
to any other party to this Agreement; (e) subject to an agreement containing
provisions substantially the same as those of this Section 10.08 (or as may
otherwise be reasonably acceptable to the Borrower), to any pledgee referred to
in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or
Participant in, or any prospective Eligible Assignee of or Participant in, any
of its rights or obligations under this Agreement; (f) with the written consent
of the Borrower; (g) to the extent such Information becomes publicly available
other than as a result of a breach of this Section 10.08; (h) to any
Governmental Authority or examiner (including the National Association of
Insurance Commissioners or any other similar organization) regulating any
Lender; (i) to any rating agency when required by it (it being understood that,
prior to any such disclosure, such rating agency shall undertake to preserve the
confidentiality of any Information relating to the Loan Parties received by it
from such Lender); or (j) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder.  In addition,
the Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service
providers to the lending industry, and service providers to the Agents and the
Lenders in connection with the administration and management of this Agreement,
the other Loan Documents, the Commitments, and the Credit Extensions.  For the purposes of this Section 10.08, “Information” means all information received
from any Loan Party relating to any Loan Party or its business, other than any
such information that is publicly available to any Agent or any Lender prior to
disclosure by any Loan Party other than as a result of a breach of this Section
10.08; provided that, in the case
of information received from a Loan Party after the date hereof, such information
is clearly identified at the time of delivery as confidential or (ii) is
delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.


SECTION 10.09     Setoff.  In addition to any rights and remedies of the
Lenders provided by Law, upon the occurrence and during the continuance of any
Event of Default, each Lender and its Affiliates and each L/C Issuer and its
Affiliates is authorized at any time and from time to time, without prior
notice to the Borrower or any other Loan Party, any such notice being waived by
the Borrower (on its own behalf and on behalf of each Loan Party and its
Subsidiaries) to the fullest extent permitted by applicable Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by, and other Indebtedness at any time owing by, such
Lender and its Affiliates or such L/C Issuer and its Affiliates, as the case
may be, to or for the credit or the account of the respective Loan Parties and
their Subsidiaries against any and all Obligations owing to such Lender and its
Affiliates or such L/C Issuer and its Affiliates hereunder or under any other Loan
Document, now or hereafter existing, irrespective of whether or not such Agent
or such Lender or Affiliate shall have made demand



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under this Agreement or any other Loan Document and
although such Obligations may be contingent or unmatured or denominated in a
currency different from that of the applicable deposit or Indebtedness.  Each Lender and L/C Issuer agrees promptly to
notify the Borrower and the Administrative Agent after any such set off and
application made by such Lender or L/C Issuer, as the case may be; provided, that the failure to give such
notice shall not affect the validity of such setoff and application.  The rights of the Administrative Agent, each
Lender and each L/C Issuer under this Section 10.09 are in addition to other
rights and remedies (including other rights of setoff) that the Administrative
Agent, such Lender and such L/C Issuer may have.


SECTION 10.10     Interest Rate Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the “Maximum Rate”).  If any Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In
determining whether the interest contracted for, charged, or received by an
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.


SECTION 10.11     Counterparts.  This Agreement and each other Loan Document
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Delivery by telecopier of an
executed counterpart of a signature page to this Agreement and each other Loan
Document shall be effective as delivery of an original executed counterpart of
this Agreement and such other Loan Document. 
The Agents may also require that any such documents and signatures
delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or
deliver the same shall not limit the effectiveness of any document or signature
delivered by telecopier.


SECTION 10.12     Integration.  This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on
the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. 
In the event of any conflict between the provisions of this Agreement
and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the
inclusion of supplemental rights or remedies in favor of the Agents or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement.  Each Loan Document was
drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.


SECTION
10.13     Survival of Representations
and Warranties.  All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such representations and warranties have been
or will be relied upon by each Agent and each Lender, regardless of any
investigation made by any Agent or any Lender or on their behalf and notwithstanding
that any Agent or any Lender 



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may have had notice or knowledge of any Default at the
time of any Credit Extension, and shall continue in full force and effect as
long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.


SECTION 10.14     Severability.  If any provision of this Agreement or the
other Loan Documents is held to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired
thereby.  The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.


SECTION 10.15     Tax Forms.


(a)           (i)  Each Lender and
Agent that is not a “United States person” within the meaning of Section
7701(a)(30) of the Code (each, a “Foreign
Lender”) shall, to the extent it may lawfully do so, deliver to the
Borrower and the Administrative Agent, on or prior to the date which is ten
(10) Business Days after the Closing Date (or upon accepting an assignment of
an interest herein), two duly signed, properly completed copies of either IRS
Form W-8BEN or any successor thereto (relating to such Foreign Lender and
entitling it to an exemption from, or reduction of, United States withholding
tax on all payments to be made to such Foreign Lender by the Borrower or any
other Loan Party pursuant to this Agreement or any other Loan Document) or IRS
Form W-8ECI or any successor thereto (relating to all payments to be made to
such Foreign Lender by the Borrower or any other Loan Party pursuant to this
Agreement or any other Loan Document) or such other evidence reasonably
satisfactory to the Borrower and the Administrative Agent that such Foreign
Lender is entitled to an exemption from, or reduction of, United States federal
withholding tax, including any exemption pursuant to Section 871(h) or 881(c)
of the Code, and in the case of a Foreign Lender claiming such an exemption
under Section 881(c) of the Code, a certificate that establishes in writing to
the Borrower and the Administrative Agent that such Foreign Lender is not (i) a
“bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder
within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled
foreign corporation related to the Borrower with the meaning of Section 864(d)
of the Code.  Thereafter and from time to
time, each such Foreign Lender shall, to the extent it may lawfully do so, (A)
promptly submit to the Borrower and the Administrative Agent such additional
duly completed and signed copies of one or more of such forms or certificates
(or such successor forms or certificates as shall be adopted from time to time
by the relevant United States taxing authorities) as may then be available
under then current United States Laws and regulations to avoid, or such
evidence as is reasonably satisfactory to the Borrower and the Administrative
Agent of any available exemption from, or reduction of, United States federal
withholding taxes in respect of all payments to be made to such Foreign Lender
by the Borrower or other Loan Party pursuant to this Agreement, or any other
Loan Document, in each case, (1) on or before the date that any such form,
certificate or other evidence expires or becomes obsolete, (2) after the
occurrence of a change in the Lender’s circumstances requiring a change in the
most recent form, certificate or evidence previously delivered by it to the
Borrower and the Administrative Agent and (3) from time to time thereafter if
reasonably requested by the Borrower or the Administrative Agent, and (B)
promptly notify the Borrower and the Administrative Agent of any change in the
Lender’s circumstances which would modify or render invalid any claimed
exemption or reduction.



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(ii)     Each
Foreign Lender, to the extent it does not act or ceases to act for its own
account with respect to any portion of any sums paid or payable to such Foreign
Lender under any of the Loan Documents (for example, in the case of a typical
participation by such Foreign Lender), shall, to the extent it may lawfully do
so, deliver to the Borrower and the Administrative Agent on the date when such
Foreign Lender ceases to act for its own account with respect to any portion of
any such sums paid or payable, and at such other times as may be necessary in
the determination of the Borrower or the Administrative Agent (in either case,
in the reasonable exercise of its discretion), (A) two duly signed completed
copies of the forms or statements required to be provided by such Foreign
Lender as set forth above, to establish the portion of any such sums paid or
payable with respect to which such Foreign Lender acts for its own account that
is not subject to United States federal withholding tax, and (B) two duly
signed completed copies of IRS Form W-8IMY (or any successor thereto), together
with any information such Foreign Lender chooses to transmit with such form,
and any other certificate or statement of exemption required under the Code, to
establish that such Foreign Lender is not acting for its own account with
respect to a portion of any such sums payable to such Foreign Lender.


(iii)    The
Borrower shall not be required to pay any additional amount or any indemnity payment
under Section 3.01 to (A) any Foreign Lender if such Foreign Lender shall have
failed to satisfy the foregoing provisions of this Section 10.15(a), or (B) any
U.S. Lender if such U.S. Lender shall have failed to satisfy the provisions of
Section 10.15(b); provided that
(i) if such Lender shall have satisfied the requirement of this or Section
10.15(b), as applicable, on the date such Lender became a Lender or ceased to
act for its own account with respect to any payment under any of the Loan
Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve
the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in
the event that, as a result of any change in any applicable Law, treaty or governmental
rule, regulation or order, or any change in the interpretation, administration
or application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the
fact that such Lender or other Person for the account of which such Lender receives
any sums payable under any of the Loan Documents is not subject to withholding
or is subject to withholding at a reduced rate and (ii) nothing in this Section
10.15(a) shall relieve the Borrower of its obligation to pay any amounts
pursuant to Section 3.01 in the event that the requirements of 10.15(a)(ii)
have not been satisfied if the Borrower is entitled, under applicable Law, to
rely on any applicable forms and statements required to be provided under this
Section 10.15 by the Foreign Lender that does not act or has ceased to act for
its own account under any of the Loan Documents, including in the case of a
typical participation.


(iv)    The
Administrative Agent may deduct and withhold any taxes required by any Laws to
be deducted and withheld from any payment under any of the Loan Documents.


(b)           Each Lender and Agent that is a “United States person”
within the meaning of Section 7701(a)(30) of the Code (each, a “U.S. Lender”) shall deliver to the Administrative Agent and
the Borrower two duly signed, properly completed copies of IRS Form W-9 on or
prior to the Closing Date (or on or prior to the date it becomes a party to
this Agreement), certifying that such U.S. Lender is entitled to an exemption
from United States backup withholding tax, or any successor form.  If such U.S. Lender fails to deliver such
forms, then the Administrative Agent may withhold from any payment to such U.S.
Lender an amount equivalent to the applicable backup withholding tax imposed by
the Code.



 143
 









SECTION 10.16     GOVERNING LAW.


(a)           THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


(b)           ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH AGENT AND EACH
LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. 
THE BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT
OR OTHER DOCUMENT RELATED THERETO.


SECTION 10.17     WAIVER OF RIGHT TO TRIAL BY JURY.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


SECTION 10.18     Binding Effect.  This Agreement shall become effective when it
shall have been executed by the Borrower and the Administrative Agent shall
have been notified by each Lender, Swing Line Lender and L/C Issuer that each
such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter
shall be binding upon and inure to the benefit of the Borrower, each Agent and
each Lender and their respective successors and assigns, except that no
Borrower shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders except as permitted by
Section 7.04.



 144
 









SECTION 10.19     Judgment Currency.  If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due hereunder or any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given.  The obligation of each Borrower in respect of
any such sum due from it to the Administrative Agent or the Lenders hereunder
or under the other Loan Documents shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than
that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”),
be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent from
any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Administrative Agent or
the Person to whom such obligation was owing against such loss.  If the amount of the Agreement Currency so
purchased is greater than the sum originally due to the Administrative Agent in
such currency, the Administrative Agent agrees to return the amount of any
excess to such Borrower (or to any other Person who may be entitled thereto
under applicable Law).


SECTION 10.20     Lender Action.  Each Lender agrees that it shall not take or
institute any actions or proceedings, judicial or otherwise, for any right or remedy
against any Loan Party or any other obligor under any of the Loan Documents or
the Secured Hedge Agreements (including the exercise of any right of setoff,
rights on account of any banker’s lien or similar claim or other rights of
self-help), or institute any actions or proceedings, or otherwise commence any
remedial procedures, with respect to any Collateral or any other property of
any such Loan Party, without the prior written consent of the Administrative
Agent.  The provision of this Section
10.20 are for the sole benefit of the Lenders and shall not afford any right
to, or constitute a defense available to, any Loan Party.


SECTION 10.21     USA PATRIOT Act.  Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address
of the Borrower and other information that will allow such Lender to identify
the Borrower in accordance with the Act.


SECTION 10.22     Agent for Service of Process.  The Borrower agrees that promptly following
request by the Administrative Agent it shall cause each material Foreign
Subsidiary or for whose account a Letter of Credit is issued to appoint and
maintain an agent reasonably satisfactory to the Administrative Agent to
receive service of process in New York City on behalf of such material Foreign
Subsidiary.


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]



 145















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




	
  

  	
  ORBITZ WORLDWIDE, INC.,

  
	
   

  	
  as Borrower,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P
  Shaughnessy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P Shaughnessy

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  General Counsel and

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Corporate Secretary

  	
   

  	
   

  	
   

  
												






 



 S-1
 









 




	
  

  	
  UBS AG, Stamford Branch, as
  Administrative 

  
	
   

  	
  Agent, as Collateral Agent and as an L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L.
  Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B.
  Julie

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  	
   

  	
   

  
												






 



 S-2
 









 




	
  

  	
  UBS LOAN FINANCE LLC, as a
  Lender and as 

  
	
   

  	
  Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B.
  Julie

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  	
   

  	
   

  
												






 



 S-3
 









 




	
  

  	
  UBS SECURITIES LLC, as Co-Lead
  Arranger 

  
	
   

  	
  and Joint Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B.
  Julie

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  	
   

  	
   

  
												






 



 S-4
 









 




	
  

  	
  CREDIT SUISSE SECURITIES (USA) LLC, as
  

  
	
   

  	
  Syndication Agent, Co-Lead Arranger and Joint 

  Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey
  Cohen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey Cohen

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  	
   

  	
   

  
												






 


 


 


 




	
  

  	
  CREDIT SUISSE, CAYMAN ISLANDS 

  
	
   

  	
  BRANCH, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doreen
  Barr

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Doreen Barr

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mikhail
  Faybusovich

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mikhail Faybusovich

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate

  	
   

  	
   

  	
   

  
												






 



 S-5
 









 




	
  

  	
  LEHMAN BROTHERS INC., as
  Documentation 

  
	
   

  	
  Agent and Joint Bookrunner

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg L.
  Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Greg L. Smith

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  	
   

  	
   

  
												






 


 




	
  

  	
  LEHMAN COMMERCIAL PAPER INC., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael
  Masters

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Masters

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
												






 



 S-6
 









 




	
  

  	
  MORGAN STANLEY BANK, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel
  Twenge

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel Twenge

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Morgan Stanley Bank

  	
   

  	
   

  	
   

  
												






 



 S-7
 









 




	
  

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark
  Walton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mark Walton

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  	
   

  	
   

  
												






 



 S-8
 









 




	
  

  	
  JPMORGAN CHASE BANK, N.A., as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard
  C. Smith

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Smith

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  	
   

  	
   

  	
   

  
												






 



 S-9
 









 




	
  

  	
  CITIBANK N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ross
  Levitsky

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ross Levitsky

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
												






 



 S-10