<PAGE>

                                  EXHIBIT 10.1

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                  July 31, 2007

                                      among

                                USG CORPORATION,
                                  as Borrower,

                            The Lenders Party Hereto,

                           JPMORGAN CHASE BANK, N.A.,
                            as Administrative Agent,

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
                              as Syndication Agent

                                   ----------

J.P. MORGAN SECURITIES INC.             GOLDMAN SACHS CREDIT PARTNERS L.P.

                   as Joint Bookrunners and Co-Lead Arrangers

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

                                                            [CS&M Ref. 6701-621]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01. Defined Terms..............................................     1
SECTION 1.02. Classification of Loans and Borrowings.....................    23
SECTION 1.03. Terms Generally............................................    23
SECTION 1.04. Accounting Terms; GAAP.....................................    24
SECTION 1.05. Pro Forma Calculations.....................................    24

                                   ARTICLE II

                                   The Credits

SECTION 2.01. Commitments................................................    24
SECTION 2.02. Loans and Borrowings.......................................    25
SECTION 2.03. Requests for Borrowings....................................    25
SECTION 2.04. Swingline Loans............................................    26
SECTION 2.05. Letters of Credit..........................................    28
SECTION 2.06. Funding of Borrowings......................................    32
SECTION 2.07. Interest Elections.........................................    33
SECTION 2.08. Termination and Reduction of Commitments...................    34
SECTION 2.09. Repayment of Loans; Evidence of Debt.......................    35
SECTION 2.10. [reserved].................................................    36
SECTION 2.11. Prepayment of Loans........................................    36
SECTION 2.12. Fees.......................................................    37
SECTION 2.13. Interest...................................................    38
SECTION 2.14. Alternate Rate of Interest.................................    39
SECTION 2.15. Increased Costs............................................    39
SECTION 2.16. Break Funding Payments.....................................    41
SECTION 2.17. Taxes......................................................    41
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
                 Setoffs.................................................    43
SECTION 2.19. Mitigation Obligations; Replacement of Lenders.............    45
SECTION 2.20. Competitive Bid Procedure..................................    46
SECTION 2.21. Increase in Commitments....................................    48

                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01. Organization; Powers.......................................    50
SECTION 3.02. Authorization; Enforceability..............................    50
SECTION 3.03. Governmental Approvals; No Conflicts.......................    50
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 3.04. Financial Condition; No Material Adverse Change............    51
SECTION 3.05. Properties.................................................    51
SECTION 3.06. Litigation and Environmental Matters.......................    51
SECTION 3.07. Compliance with Laws and Agreements........................    52
SECTION 3.08. Investment Company Status..................................    52
SECTION 3.09. Taxes......................................................    52
SECTION 3.10. ERISA......................................................    52
SECTION 3.11. Disclosure.................................................    52
SECTION 3.12. [Reserved.]................................................    53
SECTION 3.13. Labor Matters..............................................    53

                                   ARTICLE IV

                                   Conditions

SECTION 4.01. [Intentionally omitted]....................................    53
SECTION 4.02. Each Credit Event..........................................    53

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information.................    54
SECTION 5.02. Notices of Material Events.................................    55
SECTION 5.03. Existence; Conduct of Business.............................    56
SECTION 5.04. Payment of Obligations.....................................    56
SECTION 5.05. Maintenance of Properties..................................    56
SECTION 5.06. Insurance..................................................    56
SECTION 5.07. Books and Records; Inspection and Audit Rights.............    57
SECTION 5.08. Compliance with Laws.......................................    57
SECTION 5.09. Use of Proceeds and Letters of Credit......................    57
SECTION 5.10. [Reserved.]................................................    57
SECTION 5.11. Rated Credit Facilities....................................    57
SECTION 5.12. [Reserved.]................................................    57

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01. Indebtedness...............................................    58
SECTION 6.02. Liens......................................................    59
SECTION 6.03. Fundamental Changes........................................    61
SECTION 6.04. Investments................................................    61
SECTION 6.05. Asset Sales................................................    62
SECTION 6.06. Sale and Leaseback Transactions............................    64
SECTION 6.07. Swap Agreements............................................    64
SECTION 6.08. Restricted Payments........................................    64
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
SECTION 6.09. Transactions with Affiliates...............................    64
SECTION 6.10. Restrictive Agreements.....................................    64
SECTION 6.11. Amendment of Material Documents............................    65
SECTION 6.12. Interest Expense Coverage Ratio............................    65
SECTION 6.13. Leverage Ratio.............................................    65
SECTION 6.14. Changes in Fiscal Periods..................................    65

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01. Notices....................................................    71
SECTION 9.02. Waivers; Amendments........................................    72
SECTION 9.03. Expenses; Indemnity; Damage Waiver.........................    74
SECTION 9.04. Successors and Assigns.....................................    76
SECTION 9.05. Survival...................................................    80
SECTION 9.06. Counterparts; Integration; Effectiveness...................    80
SECTION 9.07. Severability...............................................    81
SECTION 9.08. Right of Setoff............................................    81
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
                 Process.................................................    81
SECTION 9.10. WAIVER OF JURY TRIAL.......................................    82
SECTION 9.11. Headings...................................................    82
SECTION 9.12. Confidentiality............................................    82
SECTION 9.13. Interest Rate Limitation...................................    83
SECTION 9.14. USA Patriot Act............................................    84
SECTION 9.15. Existing Credit Agreement; Effectiveness of Amendment and
                 Restatement.............................................    84
</TABLE>


                                       iii

<PAGE>

SCHEDULES:

Schedule 1.01 -- Existing Letters of Credit
Schedule 1.02 -- [Reserved.]
Schedule 1.03 -- [Reserved.]
Schedule 2.01 -- Commitments
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- [Reserved.]
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04 -- Existing Investments
Schedule 6.10 -- Existing Restrictions

EXHIBITS:

Exhibit A   -- Form of Assignment and Assumption
Exhibit B   -- [Reserved.]
Exhibit C   -- [Reserved.]
Exhibit D   -- [Reserved.]
Exhibit E   -- [Reserved.]
Exhibit F   -- [Reserved.]
Exhibit G   -- Form of Borrowing Request
Exhibit H   -- Form of Interest Election Request
Exhibit I-1 -- Form of Revolving Note
Exhibit I-2 -- Form of Term Loan Note
Exhibit I-3 -- [Reserved.]
Exhibit J   -- Form of Competitive Bid Request
Exhibit K   -- Form of Competitive Bid Acceptance/Rejection
Exhibit L   -- Form of Compliance Certificate
Exhibit M   -- Form of Administrative Questionnaire


                                       iv
<PAGE>

                    AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31,
               2007 (this "Agreement"), among USG CORPORATION, a Delaware
               corporation (the "Borrower"), the LENDERS party hereto, JPMORGAN
               CHASE BANK, N.A., as Administrative Agent, and GOLDMAN SACHS
               CREDIT PARTNERS L.P., as Syndication Agent.

          Subject to satisfaction of the conditions set forth in the Amendment
and Restatement Agreement dated as of July 31, 2007 (the "Amendment and
Restatement Agreement"), among the Borrower, the Lenders, the Guarantors (as
defined therein) and JPMorgan Chase Bank, N.A., as administrative agent, the
Credit Agreement dated as of August 2, 2006, among the Borrower, the Lenders
party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Goldman
Sachs Credit Partners L.P., as syndication agent, as amended by Amendment No. 1
(as defined in Article I) (the "Existing Credit Agreement"), is amended and
restated in its entirety to read as provided herein.

                                    ARTICLE I

                                   Definitions

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

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Lenders hereunder, and its successors
in such capacity as provided in Article VIII.

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

          "Affiliate" means, with respect to a specified 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, provided,
however, that for purposes of Section 9.04(b)(i), the term "Affiliate" shall
also include any person that directly, or indirectly through one or more
intermediaries, owns 10% or more of any class of Equity Interests of the Person
specified or that is an officer or director of the Person specified.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective

<PAGE>

                                                                               2


Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime Rate
or the Federal Funds Effective Rate, respectively.

          "Amendment No. 1" means Amendment No. 1 dated as of November 10, 2006,
to the Credit Agreement dated as of August 2, 2006, among the Borrower, the
lenders party thereto, the Administrative Agent and Goldman Sachs Credit
Partners L.P., as syndication agent.

          "Amendment and Restatement Agreement" has the meaning assigned to such
term in the preamble hereto.

          "Applicable Percentage" means, at any time with respect to any
Revolving Lender, the percentage of the aggregate Revolving Commitments
represented by such Lender's Revolving Commitment at such time. If the Revolving
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Revolving Commitments most-recently in effect, giving
effect to any assignments of Revolving Loans, LC Exposures and Swingline
Exposures that occur after such termination or expiration.

          "Applicable Rate" means, for any day with respect to any Loan that is
a Term Loan or Revolving Loan, or with respect to the facility fees payable
pursuant to Section 2.12(a), the applicable rate per annum set forth below under
the caption "Term Loan ABR Spread", "Term Loan Eurodollar Spread", "Revolving
Loan ABR Spread", "Revolving Loan Eurodollar Spread" or "Revolving Facility Fee
Rate", as the case may be, based upon the facility ratings assigned to the
Borrower as of such date:

<TABLE>
<CAPTION>
                                             Revolving    Revolving
                    Term Loan    Term Loan      Loan        Loan      Revolving
Facility Ratings:      ABR      Eurodollar      ABR      Eurodollar    Facility
  (Moody's/S&P)       Spread      Spread/      Spread      Spread      Fee Rate
-----------------   ---------   ----------   ---------   ----------   ---------
<S>                 <C>         <C>          <C>         <C>          <C>
    Category 1
  A3/A- or above      0.000%      0.300%       0.000%      0.240%       0.060%

    Category 2
    Baa1/BBB+         0.000%      0.400%       0.000%      0.320%       0.080%

    Category 3
     Baa2/BBB         0.000%      0.500%       0.000%      0.400%       0.100%

    Category 4
    Baa3/BBB-         0.000%      0.625%       0.000%      0.500%       0.125%

     Ba1/BB+          0.000%      0.750%       0.000%      0.600%       0.150%

     Ba2/BB           0.000%      1.000%       0.000%      0.800%       0.200%

 Ba3/BB- or below     0.250%      1.250%       0.000%      1.000%       0.250%
</TABLE>

<PAGE>

                                                                               3


          For purposes of the foregoing, (i) if either Moody's or S&P shall not
have in effect a facility rating (other than by reason of the circumstances
referred to in the following sentence), then such rating agency will be deemed
to have established a facility rating that is below Ba3 (in the case of Moody's)
or below BB- (in the case of S&P) and (ii) if any rating established or deemed
to have been established by Moody's or S&P shall be changed (other than as a
result of a change in the rating system of either Moody's or S&P), the change in
the Applicable Rate shall be effective as of the date on which such change is
first announced by the rating agency making such change. If the rating system of
Moody's or S&P shall change, or if either such rating agency shall cease to be
in the business of issuing facility ratings, the Borrower and the Required
Lenders shall negotiate in good faith to amend this definition to reflect such
changed rating system or the non-availability of ratings from such rating agency
and, pending the effectiveness of any such amendment, the rating of such rating
agency shall be determined by reference to the rating most recently in effect
from such rating agency prior to such change or cessation.

          For purposes of the foregoing, in the event the facility ratings of
the Borrower established or deemed to be established by Moody's and S&P shall
fall in different levels, (i) if the facility ratings of the Borrower are Ba1
(with a stable outlook) or better or BB+ (with a stable outlook) or better by
Moody's and S&P, respectively, the Applicable Rate corresponding to the higher
rating shall apply and (ii) otherwise, the Applicable Rate corresponding to the
lower rating shall apply; provided that if the facility ratings assigned to the
Borrower by Moody's and S&P are two or more levels apart, the pricing
corresponding to one level above the lower of the two ratings shall apply.

          "Approved Fund" has the meaning assigned to such term in Section
9.04(b).

          "Arrangers" means J.P. Morgan Securities Inc. and Goldman Sachs Credit
Partners L.P.

          "Asbestos Personal Injury Trust" means the trust established pursuant
to the Plan of Reorganization, which trust shall satisfy the requirements of
Section 524(g) of Title 11 of the U.S. Code.

          "Asbestos Personal Injury Settlement Trust Agreement" means the
Asbestos Personal Injury Settlement Trust Agreement among the parties thereto in
effect as of the Effective Date, in the form attached as Exhibit D to the
Existing Credit Agreement.

          "Asbestos Personal Injury Trust Contingent Note" means the contingent
non-negotiable promissory note dated June 20, 2006 in an aggregate principal
amount of $3,050,000,000, payable by the Borrower and the Subsidiaries that are
obligors thereunder to the Asbestos Personal Injury Trust.

          "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is

<PAGE>

                                                                               4


required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Augmenting Lender" has the meaning assigned to such term in Section
2.21(a).

          "Bankruptcy Cases" means the cases filed June 25, 2001 pursuant to
Title 11 of the U.S. Code in the United States Bankruptcy Court for the District
of Delaware and jointly administered as In re: USG Corporation et al. (case
number 01-2094).

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

          "Borrower" means USG Corporation, a Delaware corporation.

          "Borrowing" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect, (b) a Competitive Loan or group
of Competitive Loans of the same Type made on the same date and as to which a
single Interest Period is in effect or (c) a Swingline Loan.

          "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed, provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "Change in Control" means, after the consummation of the Rights
Offering, (a) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in
effect on the Effective Date) other than Berkshire Hathaway Inc., of Equity
Interests representing more than 25% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests in the Borrower or
(b) the acquisition of ownership, directly or indirectly, beneficially or of
record (within the meaning of the Securities Exchange Act of 1934, as amended,
and the rules of the SEC thereunder as in effect on the Effective Date), by
Berkshire Hathaway Inc., of Equity Interests representing more than the greater
of

<PAGE>

                                                                               5


(i) 40% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests in the Borrower and (ii) the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests in the
Borrower held by Berkshire Hathaway Inc. after giving effect to the consummation
of the Rights Offering and the transactions contemplated by the Equity
Commitment Agreement.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the Effective Date, (b) any change in any law, rule or regulation or in
the interpretation or application thereof by any Governmental Authority after
the Effective Date or (c) compliance by any Lender or the Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's or the Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the Effective Date.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans, Competitive Loans or Swingline Loans and, when used in reference to
any Commitment, refers to whether such Commitment is a Revolving Commitment or a
Swingline Commitment.

          "Class", when used in reference to any Lender, refers to whether such
Lender has a Loan or Commitment with respect to a particular Class.

          "CLO" has the meaning assigned to such term in Section 9.04(b).

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Commitment" means (a) with respect to any Revolving Lender, such
Lender's Revolving Commitment and (b) with respect to the Swingline Lender, its
Swingline Commitment.

          "Commitment Increase Amendment" has the meaning assigned to such term
in Section 2.21(b).

          "Commitment Letter" means the commitment letter dated as of May 12,
2006 among JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Goldman Sachs
Credit Partners L.P. and the Borrower.

          "Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.20.

          "Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

<PAGE>

                                                                               6


          "Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.20.

          "Competitive Loan" means a Loan made pursuant to Section 2.20.

          "Confirmation Order" means an order, including the findings of fact
and conclusions of law, entered by the U.S. Bankruptcy Court for the District of
Delaware or the U.S. District Court for the District of Delaware, which, if
entered only by the U.S. Bankruptcy Court for the District of Delaware, is
affirmed by the U.S. District Court for the District of Delaware, that confirms
the Plan of Reorganization pursuant to section 1129 of Title 11 of the U.S.
Code.

          "Consolidated Cash Interest Expense" means, for any period, the sum of
(a) the total net consolidated interest expense of the Borrower and the
Subsidiaries for such period (as shown on a consolidated income statement of the
Borrower for such period) and (b) all cash dividends paid or payable during such
period in respect of Disqualified Equity Interests of the Borrower or any
Subsidiary (but expressly excluding any such dividends paid or payable to the
Borrower or any Subsidiary); provided that the term "Consolidated Cash Interest
Expense" (a) shall not include the interest expense of the Borrower and the
Subsidiaries relating to the outstanding principal balance of the Tax Bridge
Loan (or, prior to the drawing of the Tax Bridge Loan, the second installment of
principal due under the Asbestos Personal Injury Trust Contingent Note) until
the earlier of (i) the date that is 180 days after the date on which the
Borrower files its first Federal income tax return after the final adjournment
sine die of the 109th Congress of the United States of America and (ii)
September 30, 2008 and (b) prior to the drawing of any Term Loans, shall include
the interest expense of the Borrower and the Subsidiaries relating to the Net
Debt Amount, calculated at the interest rate that would otherwise be applicable
to Eurodollar Tax Bridge Loans under Section 2.13 of the Existing Credit
Agreement during such period (it being understood that, except as provided by
clause (a) of this proviso, the term "Consolidated Cash Interest Expense" shall
not include the interest expense relating to the balance of any debt (whether or
not contingent) outstanding under the Asbestos Personal Injury Trust Contingent
Note at any time). Consolidated Cash Interest Expense shall be deemed to be (a)
for the four fiscal quarter period ended September 30, 2006, Consolidated Cash
Interest Expense for the period from August 1, 2006 to and including September
30, 2006, multiplied by a fraction equal to (x) 365 divided by (y) the number of
days actually elapsed from August 1, 2006 to September 30, 2006, (b) for the
four fiscal quarter period ended December 31, 2006, Consolidated Cash Interest
Expense for the period from August 1, 2006 to and including December 31, 2006,
multiplied by a fraction equal to (x) 365 divided by (y) the number of days
actually elapsed from August 1, 2006 to December 31, 2006, (c) for the four
fiscal quarter period ended March 31, 2007, Consolidated Cash Interest Expense
for the period from August 1, 2006 to and including March 31, 2007, multiplied
by a fraction equal to (x) 365 divided by (y) the number of days actually
elapsed from August 1, 2006 to March 31, 2007, and (d) for the four fiscal
quarter period ended June 30, 2007, Consolidated Cash Interest Expense for the
period from August 1, 2006 to and including June 30, 2007, multiplied by a
fraction

<PAGE>

                                                                               7


equal to (x) 365 divided by (y) the number of days actually elapsed from August
1, 2006 to June 30, 2007.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period before interest, taxes, depreciation, amortization, and other
non-cash adjustments (other than adjustments relating to minority interest
expense) to Consolidated Net Income for such period; provided that Consolidated
EBITDA shall be (a) increased by the amount of Transaction Costs incurred or
accrued during any such period ending after June 30, 2006, including, without
duplication, non-recurring fees and expenses related to the Bankruptcy Cases and
the implementation of the Plan of Reorganization, and (b) decreased by the
amount of any cash expenditures in such period relating to non-cash adjustments
added back to Consolidated EBITDA in any prior period ended after the Effective
Date. Notwithstanding the foregoing, Consolidated EBITDA shall be $245,699,000,
$250,378,000, $291,355,000 and $331,017,000 for the three month periods ended
September 30, 2005, December 31, 2005, March 31, 2006 and June 30, 2006,
respectively, and no amounts will be deducted in any period ending after the
Effective Date pursuant to clause (b) above related to the non-cash adjustments
made in any of these specified periods.

          "Consolidated Net Income" means, for any period, the net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, excluding any extraordinary gains or
losses of the Borrower and its Subsidiaries for such period.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies, or the dismissal
or appointment of the management, of a Person, whether through the ability to
exercise voting power, by contract or otherwise. "Controlling" and "Controlled"
have meanings correlative thereto.

          "Default" means any event or condition that constitutes an Event of
Default or that upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

          "Disqualified Equity Interests" means Equity Interests that (a) mature
or are mandatorily redeemable or subject to mandatory repurchase or redemption
or repurchase at the option of the holders thereof (including those Equity
Interests that may be required to be redeemed upon the failure to maintain or
achieve any financial performance standards), in each case in whole or in part
and whether upon the occurrence of any event, pursuant to a sinking fund
obligation on a fixed date or otherwise, prior to the date that is 180 days
after the Revolving Maturity Date (other than (i) upon payment in full of the
Obligations, reduction of the LC Exposure to zero and termination of the
Commitments or (ii) upon a "change in control", provided that any payment
required pursuant to this clause (ii) is contractually subordinated in right of
payment to the

<PAGE>

                                                                               8


Obligations on terms reasonably satisfactory to the Administrative Agent and
such requirement is applicable only in circumstances that are market on the date
of issuance of such Equity Interests) or (b) are convertible or exchangeable,
automatically or at the option of any holder thereof, into any Indebtedness or
Equity Interests or other assets, in each case, other than Qualified Equity
Interests prior to the date that is 180 days after the Revolving Maturity Date
(other than (i) upon payment in full of the Obligations, reduction of the LC
Exposure to zero and termination of the Commitments or (ii) upon a "change in
control", provided that any conversion or exchange required pursuant to this
clause (ii) is contractually subordinated in right of payment to the Obligations
on terms reasonably satisfactory to the Administrative Agent and such
requirement is applicable only in circumstances that are market on the date of
issuance of such Equity Interests).

          "dollars" or "$" refers to lawful money of the United States of
America.

          "Effective Date" means August 2, 2006.

          "Environmental Laws" means all treaties, laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, the preservation or
reclamation of natural resources, the generation, management, use, presence,
Release or threatened Release of, or exposure to, any Hazardous Material or to
health and safety matters.

          "Environmental Liability" means liabilities, obligations, claims,
actions, suits, judgments, or orders under or relating to any Environmental Law
for any damages, injunctive relief, losses, fines, penalties, fees, expenses
(including reasonable fees and expenses of attorneys and consultants) or costs,
whether contingent or otherwise, including those arising from or relating to (a)
any actual or alleged violation of any Environmental Law or permit, license or
approval issued thereunder, (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 or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

          "Equity Commitment Agreement" means the Equity Commitment Agreement
between the Borrower and Berkshire Hathaway Inc., a Delaware corporation, dated
January 30, 2006, as amended by Amendment No. 1 thereto dated February 23, 2006.

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

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

<PAGE>

                                                                               9


          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived), (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in the
case of a Competitive Loan, the LIBO Rate).

          "Event of Default" has the meaning assigned to such term in Article
VII.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.19(b)), any United States withholding tax that (i) is in effect
and would apply to amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or designates a new lending
office), except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to any
withholding tax pursuant to Section 2.17(a), or (ii) is attributable to such
Foreign Lender's failure to comply with Section 2.17(e).

<PAGE>

                                                                              10


          "Existing Letters of Credit" means each letter of credit previously
issued for the account of, or guaranteed by, the Borrower pursuant to the Master
Letter of Credit Agreement, dated June 11, 2003, among LaSalle Bank National
Association, certain of its affiliates, and the Borrower, as amended, waived or
otherwise modified from time to time prior to the date hereof, that (a) is
outstanding on the Effective Date and (b) is listed on Schedule 1.01.

          "Existing Credit Agreement" has the meaning assigned to such term in
the preamble hereto.

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

          "Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

          "Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America, any State
thereof or the District of Columbia.

          "GAAP" means generally accepted accounting principles in the United
States of America.

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

<PAGE>

                                                                              11


European Union or the European Central Bank) having jurisdiction over the
Borrower, any Subsidiary or any Lender as the context may require.

          "Granting Lender" has the meaning assigned to such term in Section
9.04(e).

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation, provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

          "Hazardous Materials" means (i) any petroleum products or byproducts
and all other hydrocarbons, radon gas, asbestos or asbestos-containing
materials, urea formaldehyde foam insulation, polychlorinated biphenyls,
chlorofluorocarbons and all other ozone-depleting substances; or (ii) any
chemical, material, substance or waste that is prohibited, limited or regulated
by or pursuant to any Environmental Law.

          "Incur" means create, incur, assume, Guarantee or otherwise become
responsible for, and "Incurred" and "Incurrence" shall have correlative
meanings.

          "Indebtedness" of any Person means, without duplication, (excluding
trade accounts payable incurred in the ordinary course of business) (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind (excluding all Securitization Transactions that are
accounted for as true sales of accounts receivable and not as liabilities on the
consolidated balance sheets of the Borrower and its Subsidiaries, but including
Securitization Transactions accounted for as liabilities on the consolidated
balance sheets of Borrower and its Subsidiaries), (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services,
(f) all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed; provided, however, that so long
as such Person is not obligated under such Indebtedness other than with respect
to such Lien, such Indebtedness shall be considered to be Indebtedness of such
Person only to the

<PAGE>

                                                                              12


extent of the lesser of the value of (i) any limit in value of the Lien or (ii)
the value of the property that is subject to any such Lien, (g) all Guarantees
by such Person of Indebtedness of others, (h) all Capital Lease Obligations of
such Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances and (k) all Disqualified Equity Interests. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Notwithstanding
the foregoing, in connection with any acquisition, the term "Indebtedness" shall
not include contingent post-closing purchase price adjustments, non-compete
payments or earn-outs to which the seller in such acquisition may become
entitled.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing or Term Loan Borrowing in accordance with
Section 2.07.

          "Interest Payment Date" means (a) with respect to any ABR Loan
(including a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period
and (c) with respect to any Fixed Rate Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days' duration
(unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other dates
that are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing.

          "Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter (or nine or twelve months thereafter if, at the time of
the relevant Borrowing, all Lenders participating therein agree to make an
interest period of such duration available), as the Borrower may elect and (b)
with respect to any Fixed Rate Borrowing, the period (which shall not be less
than 7 days or more than 180 days) commencing on the date of such Borrowing and
ending on the date specified in the applicable Competitive Bid Request,
provided, that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next
calendar month, in which case such

<PAGE>

                                                                              13


Interest Period shall end on the next preceding Business Day and (b) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

          "Issuing Bank" means, as the context may require, (a) (i) JPMorgan
Chase Bank, N.A. and (ii) any other consenting Revolving Lender, in each case
satisfactory to the Borrower and the Administrative Agent, in each case in its
capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Section 2.05(i), and (b) with respect to each
Existing Letter of Credit, the Lender that issued such Existing Letter of
Credit. The Issuing Bank may, in its discretion, arrange for one or more Letters
of Credit to be issued by Affiliates of the Issuing Bank reasonably acceptable
to the Borrower, in which case the term "Issuing Bank" shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time and (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time shall be its Applicable Percentage of the aggregate LC Exposure at such
time.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to Section 9.04 or Section
2.21, other than any such Person that ceases to be a party hereto pursuant to
Section 9.04. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender.

          "Letter of Credit" means any letter of credit issued pursuant to this
Agreement (including each Existing Letter of Credit).

          "Leverage Ratio" means, on any date of determination, the ratio of (a)
Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower ended on the last day of the
fiscal quarter of the Borrower most-recently ended on or prior to such date.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days

<PAGE>

                                                                              14


prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "LIBO Rate"
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate at which dollar deposits of an amount comparable to the amount of such
Eurodollar Borrowing and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

          "Loan Documents" means this Agreement and the Amendment and
Restatement Agreement.

          "Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement, and any loans made by the Lenders to the Borrower that are
outstanding under the Existing Credit Agreement on the Restatement Effective
Date (which loans shall remain outstanding hereunder on the terms set forth
herein).

          "Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets or condition, financial or otherwise, of the Borrower and the
Subsidiaries, taken as a whole, (b) the ability of the Borrower to perform its
material obligations under any Loan Document or (c) the material rights of or
benefits available to the Lenders under any Loan Document.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of the Borrower and the Subsidiaries in an aggregate principal
amount exceeding $50,000,000. For purposes of determining Material Indebtedness,
the "principal amount" of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such time.

<PAGE>

                                                                              15


          "Material Subsidiary" means, at any time, each Subsidiary that,
together with its subsidiaries, shall have accounted for more than 5% of
Consolidated EBITDA for the four consecutive fiscal quarter period of the
Borrower most-recently ended for which financial statements are required to be
delivered pursuant to Section 5.01 or referred to in Section 4.01; provided that
if, at any time, the Subsidiaries that are not Material Subsidiaries
(collectively, the "Non-Material Subsidiaries"), taken as a whole, account for
15% or more in the aggregate of Consolidated EBITDA for the four consecutive
fiscal quarter period of the Borrower most-recently ended, then the Borrower
shall designate one or more additional Subsidiaries as Material Subsidiaries to
the effect that, after such designation, all the remaining Non-Material
Subsidiaries, taken as a whole, would not account for 15% or more in the
aggregate of Consolidated EBITDA for the four consecutive fiscal quarter period
of the Borrower most recently ended. Notwithstanding the foregoing, Consolidated
EBITDA for any relevant fiscal quarter ending on or prior to June 30, 2006 shall
be deemed to be the amount set forth in the last sentence of the definition of
Consolidated EBITDA.

          "Moody's" means Moody's Investors Service, Inc.

          "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

          "Net Debt Amount" has the meaning assigned to such term in the
definition of "Total Indebtedness".

          "Non-Consenting Lender" has the meaning assigned to such term in
Section 9.02(c).

          "Obligations" means (a) the due and punctual payment by the Borrower
of (i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under this Agreement in respect of any Letter of Credit,
when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower to any of (A) the Lenders,
(B) the Administrative Agent, (C) the Issuing Bank, (D) the beneficiaries of
each indemnification obligation undertaken by the Borrower under any Loan
Document and (E) the permitted successors and assigns of each of the foregoing,
in each case, under any Loan Document, including obligations to pay fees,
expense reimbursement obligations and indemnification obligations, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) and (b) the due and punctual performance of all
other obligations of the Borrower under or pursuant to any Loan Document.

<PAGE>

                                                                              16


          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

          "Participant" has the meaning assigned to such term in Section
9.04(c).

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes, assessments or other governmental
charges that are not yet due or are being contested in compliance with Section
5.04;

          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's,
landlords' and other like Liens imposed by law, arising in the ordinary course
of business and securing obligations that are not overdue by more than 30 days
or are being contested in compliance with Section 5.04;

          (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

          (d) pledges and deposits to secure the performance of bids, trade
contracts, leases, tenders, statutory obligations, surety stay, customs and
appeal bonds, performance bonds and other obligations of a like nature, in each
case in the ordinary course of business;

          (e) judgment liens in respect of judgments that do not constitute an
Event of Default under clause (k) of Article VII;

          (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property that do not secure any monetary obligations and do
not materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower or any
Subsidiary;

          (g) Liens created by sale contracts documenting unconsummated asset
dispositions permitted pursuant to this Agreement; provided that such liens
attach only to assets subject to such sales contracts;

          (h) Liens consisting of the interest of the lessee under any lease or
sublease granted to others by the Borrower or its Subsidiaries in its ordinary
course of business; provided that such liens attach only to the assets subject
to such lease or sublease;

<PAGE>

                                                                              17


          (i) customary rights of setoff, revocation, refund or chargeback under
deposit agreements or under the UCC of banks or other financial institutions
where the Borrower or its Subsidiaries maintain deposits in the ordinary course
of business;

          (j) Liens arising from the granting of a license to any Person in the
ordinary course of business of the Borrower or its Subsidiaries; provided that
such liens attach only to the assets subject to such license and the granting of
such license is permitted hereunder;

          (k) Liens attaching to cash earnest money deposits made by the
Borrower or its Subsidiaries in connection with any letter of intent or purchase
agreement permitted under Section 6.04;

          (l) Liens arising by operation of law or contract on insurance
policies and the proceeds thereof to secure premiums thereunder; and

          (m) Liens incurred with respect to rights of agents for collection for
the Borrower and its Subsidiaries under assignments of chattel paper, accounts,
instruments or general intangibles for purposes of collection in the ordinary
course of business.

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Investments" means any investment permitted pursuant to the
Borrower's Statement of Investment Objective and Guidelines in effect on the
Effective Date as set forth on Schedule 1.03 to the Existing Credit Agreement,
as the same may be amended from time to time in a manner not adverse to the
Lenders unless otherwise consented to in writing by the Administrative Agent
(such consent not to be unreasonably withheld).

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

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Plan of Reorganization" means the first amended joint plan of
reorganization for the resolution of the outstanding claims and demands against
and equity interests in the Borrower, United States Gypsum Company, USG
Interiors, Inc., USG Interiors International, Inc., L&W Supply Corporation,
Beadex Manufacturing, LLC, B-R Pipeline Company, La Miranda Products Co., Inc.,
USG Industries, Inc., USG Pipeline Company and Stocking Specialists, Inc, filed
with the U.S. Bankruptcy Court for the District of Delaware on April 5, 2006, as
modified by the Modifications to First

<PAGE>

                                                                              18


Amended Joint Plan of Reorganization of USG and its Debtor Subsidiaries, filed
with the U.S. Bankruptcy Court for the District of Delaware on June 8, 2006 and
from time to time after the Effective Date in accordance with the terms of the
Existing Credit Agreement and the terms hereof.

          "Prime Rate" means the rate of interest per annum publicly announced
from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at
its principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

          "Pro Forma Basis" means, with respect to the calculation of the
financial covenants contained in Sections 6.12 and 6.13 as of any date, that
such calculation shall give pro forma effect to all acquisitions, all issuances,
incurrences or assumptions of Indebtedness (with any such Indebtedness being
deemed to be amortized over the applicable testing period in accordance with its
terms) and all sales, transfers or other dispositions of any material assets
outside the ordinary course of business that have occurred during the four
consecutive fiscal quarter period of the Borrower most-recently ended on or
prior to such date as if they occurred on the first day of such four consecutive
fiscal quarter period (including cost savings to the extent such cost savings
would be permitted to be reflected in pro forma financial information complying
with the requirements of GAAP and Article XI of Regulation S-X under the
Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, and
as certified by a Financial Officer).

          "Proposed Change" has the meaning assigned to such term in Section
9.02(c).

          "Qualified Equity Interests" means Equity Interests of the Borrower
other than Disqualified Equity Interests.

          "Register" has the meaning assigned to such term in Section 9.04(b).

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

          "Release" means any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within or upon any building,
structure, facility or fixture.

          "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans, and unused Commitments (other than Swingline Commitments)
representing more than 50% of the aggregate Revolving Exposures, outstanding
Term Loans and unused Commitments (other than Swingline Commitments) at such
time; provided that, for purposes of declaring the Loans to be due and payable
pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to

<PAGE>

                                                                              19


Article VII or the Commitments expire or terminate, the outstanding Competitive
Loans of the Lenders shall be included in their respective Revolving Exposures
in determining the Required Lenders.

          "Requirement of Law" means, with respect to any Person, (a) the
charter, articles or certificate of organization or incorporation and bylaws or
other organizational or governing documents of such Person and (b) any statute,
law, treaty, rule, regulation, order, decree, writ, injunction or determination
of any arbitrator or court or other Governmental Authority (including
Environmental Laws), in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.

          "Restatement Effective Date" has the meaning assigned to such term in
the Amendment and Restatement Agreement.

          "Restatement Transactions" means the execution and delivery of the
Amendment and Restatement Agreement by each Person party thereto and the
satisfaction of the conditions to the effectiveness thereof.

          "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests in
the Borrower or any 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, acquisition, cancelation or termination of
any Equity Interests in the Borrower or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in the Borrower or any
Subsidiary, or any other payment (including any payment under any equity Swap
Agreement) that has a substantially similar effect to any of the foregoing.

          "Revolving Availability Period" means the period from and including
the Effective Date to but excluding the earlier of the Revolving Maturity Date
and the date of termination of the Revolving Commitments.

          "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum possible aggregate amount of such Lender's
Revolving Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to Section 2.21 or pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or
Commitment Increase Amendment pursuant to which such Lender shall have assumed
its Revolving Commitment, as the case may be. The initial aggregate amount of
the Lenders' Revolving Commitments on the Restatement Effective Date is
$650,000,000.

<PAGE>

                                                                              20


          "Revolving Commitment Increase" has the meaning assigned to such term
in Section 2.21(b).

          "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure and Swingline Exposure at such time.

          "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

          "Revolving Loan" means a Loan made pursuant to clause (c) of Section
2.01.

          "Revolving Maturity Date" means August 2, 2012.

          "Rights Offering" means the offer and sale of rights to purchase
shares of common stock of the Borrower pursuant to which each holder of common
stock of the Borrower outstanding on the record date for such offering received
the right to purchase one additional share of common stock of the Borrower as
described in the registration statement on Form S-1 filed with the SEC as
amended prior to the Effective Date.

          "S&P" means Standard & Poor's Ratings Group, Inc.

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

          "Securitization Transaction" means (a) any transfer of accounts
receivable or other rights to payments or interests therein (i) to a trust,
partnership, corporation or other entity (other than the Borrower or any
Subsidiary that is not a SPE Subsidiary), which transfer or pledge is funded by
such entity in whole or in part, directly or indirectly, by the issuance to one
or more lenders or investors of indebtedness or other securities that are to
receive payments principally from the cash flow derived from such accounts
receivable or interests in accounts receivable, or (ii) directly to one or more
investors or other purchasers (other than the Borrower or any Subsidiary), or
(b) any transaction in which the Borrower or a Subsidiary Incurs Indebtedness or
other obligations secured by Liens on accounts receivable or other rights to
payments. The "amount" of any Securitization Transaction shall be deemed at any
time to be (A) in the case of a transaction described in clause (a) of the
preceding sentence, the aggregate uncollected dollar amount (net of discount,
yield and reserves) of such lender's or investor's interest in the accounts
receivable or other rights to payments or interests therein transferred pursuant
to such Securitization Transaction, net of any such accounts receivable that
have been written off as uncollectible, and (B) in the case of a transaction
described in clause (b) of the preceding sentence, the aggregate outstanding
principal amount of the Indebtedness secured by Liens on accounts receivable or
other rights to payments Incurred pursuant to such Securitization Transaction.
For purposes of this Agreement (including Section 6.02(vi)), accounts receivable
shall include any and all

<PAGE>

                                                                              21


payments owing to Borrower or any Subsidiary by any and all obligors (including
obligors which are Federal, state or local governments or governmental agencies)
under long term contracts in respect of goods or other property sold or leased
or services rendered.

          "SPE Subsidiary" means any wholly-owned Subsidiary formed solely for
the purpose of, and that engages only in, one or more Securitization
Transactions and activities related thereto.

          "SPV" has the meaning assigned to such term in Section 9.04(e).

          "Shareholder's Agreement" means the Shareholder's Agreement, dated as
of January 30, 2006, by and between Berkshire Hathaway Inc., a Delaware
corporation, and the Borrower.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held.

          "Subsidiary" means any direct or indirect subsidiary of the Borrower.

          "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions, provided that
no phantom stock or similar plan providing for

<PAGE>

                                                                              22


payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or the Subsidiaries shall be
a Swap Agreement.

          "Swingline Commitment" means the commitment of the Swingline Lender to
make Swingline Loans.

          "Swingline Exposure" means, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Lender at any time shall be its Applicable Percentage of the Swingline
Exposure at such time.

          "Swingline Lender" means JPMorgan Chase Bank, N.A., in its capacity as
lender of Swingline Loans hereunder.

          "Swingline Loan" means a Loan made pursuant to Section 2.04.

          "Tax Bridge Loans" has the meaning assigned to such term in the
Existing Credit Agreement.

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Term Loan Lender" means a Lender with an outstanding Term Loan.

          "Term Loan Maturity Date" means August 2, 2012.

          "Term Loans" means the Term Loans as defined in and under the Existing
Credit Agreement that are outstanding on the Restatement Effective Date (which
Loans shall remain outstanding hereunder on the terms set forth herein). On the
Restatement Effective Date, the aggregate outstanding principal amount of the
Term Loans is $500,000,000.

          "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of
such date, provided that the term "Indebtedness" (a) shall not include (i)
contingent obligations of the Borrower or any Subsidiary as an account party or
applicant in respect of any letter of credit or letter of guaranty unless such
letter of credit or letter of guaranty supports an obligation that constitutes
Indebtedness and (ii) the outstanding principal balance of the Tax Bridge Loan
(or, prior to the drawing of the Tax Bridge Loan, the second installment of
principal due under the Asbestos Personal Injury Trust Contingent Note) until
the earlier of (x) the date that is 180 days after the date on which the
Borrower files its first Federal income tax return after the final adjournment
sine die of the 109th Congress of the United States of America and (y) September
30, 2008 and (b) shall include, so long as the Asbestos Personal Injury Trust
Contingent Note is outstanding, prior to the drawing of any Term Loans, $1.9
billion of Indebtedness (whether or not contingent) under the Asbestos Personal
Injury Trust Contingent Note (it being understood that, except as provided by
clause (a)(ii) of this proviso, the term "Indebtedness" shall not include the
balance of such debt (whether or not contingent) outstanding under the Asbestos
Personal

<PAGE>

                                                                              23


Injury Trust Contingent Note at any time) minus the Borrower's and the
Subsidiaries' consolidated unrestricted cash and cash equivalents (including
marketable securities) (such amount calculated under this clause (b), the "Net
Debt Amount").

          "Transaction Costs" means all fees, costs and expenses incurred or
payable by the Borrower or any Subsidiary in connection with the Transactions,
including fees payable on the Effective Date or the Restatement Effective Date,
as applicable, pursuant to fee letters between the Administrative Agent and the
Borrower.

          "Transactions" means (a) the execution, delivery and performance by
the Borrower of the Loan Documents to which it is to be a party, the borrowing
of Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder (including the Restatement Transactions), (b) the effectiveness of the
Plan of Reorganization, (c) the consummation of the Rights Offering and the
transactions contemplated by the Equity Commitment Agreement and (d) the payment
of the Transaction Costs.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate, or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or
a Fixed Rate.

          "wholly-owned Subsidiary" means, with respect to any Person at any
date, a subsidiary of such Person of which securities or other ownership
interests representing 100% of the Equity Interests (other than directors'
qualifying shares) are, as of such date, owned, controlled or held by such
Person or one or more wholly-owned Subsidiaries of such Person or by such Person
and one or more wholly-owned Subsidiaries of such Person.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other

<PAGE>

                                                                              24


document as from time to time amended, amended and restated, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time, provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision (including any definition) hereof to
eliminate the effect of any change occurring after the Effective 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.

          SECTION 1.05. Pro Forma Calculations. With respect to any period
during which any acquisition, sale, transfer or other disposition of any
material assets outside the ordinary course of business occurs, for purposes of
determining compliance with the covenants contained in Sections 6.12 and 6.13,
or for purposes of determining the Leverage Ratio, Consolidated EBITDA and
Consolidated Cash Interest Expense, calculations with respect to such period
shall be made on a Pro Forma Basis.

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Revolving Availability Period in an aggregate principal
amount that will not result in the sum of the aggregate Revolving Exposures plus
the aggregate principal amount of outstanding Competitive Loans exceeding the
total Revolving Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may
not be reborrowed. All Loans shall be made in dollars. All Term Loans, Revolving
Loans, Swingline Loans and Letters of Credit outstanding under the Existing
Credit Agreement on the Restatement Effective Date shall remain outstanding
hereunder on the terms set forth herein.

<PAGE>

                                                                              25


          SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. Each Competitive Loan shall be
made in accordance with the procedures set forth in Section 2.20. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder, provided that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.14, (i) each Revolving Borrowing and Term
Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith and (ii) each Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as
the Borrower may request in accordance herewith. Each Swingline Loan shall be an
ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan,
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $1,000,000. Each
Competitive Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. Each Swingline Loan shall
be in an amount that is not less than $500,000. Borrowings of more than one Type
and Class may be outstanding at the same time, provided that there shall not at
any time be more than a total of ten Eurodollar Borrowings outstanding.
Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing or a
Swingline Loan may be in an aggregate amount that is equal to the entire unused
balance of the aggregate Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date or the Term Loan Maturity Date, as the case
may be.

          SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of the proposed Borrowing,
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be
given not later than 10:00 a.m., New York City

<PAGE>

                                                                              26


time, on the date of the proposed Borrowing. Each such telephonic Borrowing
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form of Exhibit G signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following
information:

          (i) the aggregate amount of such Borrowing;

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

          (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (iv) in the case of a Eurodollar Borrowing, the initial Interest
     Period to be applicable thereto, which shall be a period contemplated by
     the definition of the term "Interest Period";

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.06; and

          (vi) that as of such date the conditions set forth in Sections 4.02(a)
     and (b) are satisfied.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans exceeding
$40,000,000 or (ii) the aggregate Revolving Exposures plus the aggregate
principal amount of outstanding Competitive Loans exceeding the aggregate
Revolving Commitments, provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon, New York City time, on the day of such proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent

<PAGE>

                                                                              27


will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower
maintained with the Swingline Lender (or, in the case of a Swingline Loan made
to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e), by remittance to the Issuing Bank or, to the extent that the Revolving
Lenders have made payments pursuant to Section 2.05(e) to reimburse the Issuing
Bank, to such Lenders and the Issuing Bank as their interests may appear) by
3:00 p.m., New York City time, on the requested date of such Swingline Loan.

          (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, New York City time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Swingline Loans.
Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt
of notice as provided above, to pay to the Administrative Agent, for the account
of the Swingline Lender, such Lender's Applicable Percentage of such Swingline
Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Revolving Lenders. The Administrative Agent
shall notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear, provided
that any such payment so remitted shall be repaid to the Swingline Lender or the
Administrative Agent, as the case may be, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof.

<PAGE>

                                                                              28


          SECTION 2.05. Letters of Credit. (a) General. As of the Effective
Date, each Existing Letter of Credit, automatically and without any action on
the part of any Person, has been deemed to be a Letter of Credit issued
hereunder for all purposes of this Agreement and the other Loan Documents.
Subject to the terms and conditions set forth herein, the Borrower may request
the issuance of Letters of Credit for its own account (or for the account of any
Subsidiary so long as the Borrower and such Subsidiary are co-applicants), in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the Revolving Availability Period. In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by the Borrower to, or entered into by the Borrower
with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank (except that the Issuing Bank in respect of Existing Letters of Credit
shall not issue additional Letters of Credit and, unless agreed by it, shall not
be required to amend, renew or extend an Existing Letter of Credit) and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by the Issuing Bank, the Borrower also shall submit a
letter of credit application on the Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension, (i) the LC Exposure shall not exceed $250,000,000 and (ii) the
aggregate Revolving Exposures plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the aggregate Revolving Commitments.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date that is one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date; provided,
however, that a Letter of Credit may, upon the request of the Borrower, include
a provision whereby such Letter of Credit shall be renewed automatically for
additional consecutive periods of one year or less (but not beyond the date that
is five Business Days prior to the Revolving Maturity Date) unless

<PAGE>

                                                                              29


the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the
then-applicable expiration date that such Letter of Credit will not be renewed.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 3:00 p.m., New York City time, on the date that such
LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than (i) 3:00 p.m., New York City time, on the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) 12:00 noon, New York
City time, on the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to 10:00 a.m., New
York City time, on the day of receipt, provided that, if such LC Disbursement is
not less than $250,000, the Borrower may, subject to the conditions to borrowing
set forth herein (other than the minimum borrowing amount requirements set forth
in Section 2.02(c)), request in accordance with Section 2.03 or 2.04 that such
payment be financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan. If the Borrower fails to make such
payment when due, the Administrative Agent shall notify each Revolving Lender of
the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly
following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the
Borrower, in the same manner as provided in Section 2.06 with respect to Loans
made by

<PAGE>

                                                                              30


such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank, provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential or punitive damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or wilful misconduct on
the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof (and except as otherwise required by applicable law), the
parties agree that, with respect to documents presented that appear on their
face to be in substantial compliance with the terms of a

<PAGE>

                                                                              31


Letter of Credit, the Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or
refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit, and any such
acceptance or refusal shall be deemed not to constitute gross negligence or
wilful misconduct.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder, provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement in accordance with paragraph (e) of this Section.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans,
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(d). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on or after the Business Day on which the Borrower receives notice
from the

<PAGE>

                                                                              32


Administrative Agent or the Required Lenders that the maturity of the Loans has
been accelerated and the Revolving Commitments have been terminated, Revolving
Lenders with LC Exposure representing greater than 50% of the LC Exposure may
demand the deposit of cash collateral pursuant to this paragraph, and the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon, provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in paragraph (h)
or (i) of Article VII. The Borrower also shall deposit cash collateral pursuant
to this paragraph as and to the extent required by Section 2.11(b). Each such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing greater than 50% of the LC Exposure), be
applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default and acceleration of the maturity
of the Loans, as described above, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived. If the Borrower is required to
provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower as and to the extent that, after giving effect to such return, the
Borrower would remain in compliance with Section 2.11(b) and no Default shall
have occurred and be continuing.

          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most-recently designated by it for such purpose by
notice to the Lenders, provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower promptly, and in no event later than 3:00 p.m., New York City time,
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request or Competitive Bid Request,
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted

<PAGE>

                                                                              33


by the Administrative Agent to the Issuing Bank or, to the extent that Revolving
Lenders have made payments pursuant to Section 2.05(e) to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may appear.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption and in its sole discretion, make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the interest rate applicable to such Loan. If such
Lender pays such amount to the Administrative Agent, then such amount (less
interest) shall constitute such Lender's Loan included in such Borrowing.

          SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request or
designated by Section 2.03 and, in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request or
designated by Section 2.03. Each Term Loan Borrowing initially shall be of the
Type as in effect as of the Restatement Effective Date. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. This Section shall not apply to
Competitive Borrowings or Swingline Borrowings, which may not be converted or
continued.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request substantially in the form of Exhibit H and signed by the Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

<PAGE>

                                                                              34


          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

          SECTION 2.08. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Revolving Commitments shall terminate on the
Revolving Maturity Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, in either case, without premium or penalty, the Commitments of any
Class, provided that (i) each reduction of the Commitments of any Class shall be
in an amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving
Commitments if, after giving effect to any concurrent prepayment of the
Revolving Loans in accordance with Section 2.11, the aggregate Revolving
Exposures (excluding, in the case of any termination of the Revolving
Commitments, the portion of the Revolving Exposures attributable to

<PAGE>

                                                                              35


outstanding Letters of Credit if and to the extent that the Borrower has made
arrangements satisfactory to the Administrative Agent and the Issuing Bank with
respect to such Letters of Credit and the Issuing Bank has released the
Revolving Lenders from their participation obligations with respect to such
Letters of Credit) plus the aggregate principal amount of outstanding
Competitive Loans would exceed the aggregate Revolving Commitments.

          (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section at
least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable, provided that a notice of termination of
Commitments delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities or the receipt of the proceeds
from the issuance of other Indebtedness, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments of any Class shall be permanent.
Each reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.

          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each Term
Loan of such Lender on the Term Loan Maturity Date, (iii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Competitive Loan on the last day of the Interest Period applicable to such Loan
and (v) to the Swingline Lender the then unpaid principal amount of each
Swingline Loan on the Revolving Maturity Date, provided that on each date that a
Revolving Borrowing or Competitive Borrowing is made, the Borrower shall repay
all Swingline Loans that were outstanding on the date such Borrowing was
requested.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

<PAGE>

                                                                              36


          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein, provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans and pay interest thereon in accordance with the terms of this
Agreement.

          (e) Any Lender may request that Loans of any Class made by it be
evidenced by a promissory note. In such event, the Borrower shall prepare,
execute and deliver to such Lender a promissory note, substantially in the form
of Exhibit I-1 (with respect to Revolving Loans) or Exhibit I-2 (with respect to
Term Loans), payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns). Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.10. [reserved].

          SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay without premium or penalty
(other than, with respect to Eurodollar Borrowings and Competitive Loans based
on the LIBO Rate, payments that may become due under Section 2.16) any Borrowing
in whole or in part, subject to the requirements of this Section; provided that
the Borrower shall not have the right to prepay any Competitive Loan without the
prior consent of the Lender thereof.

          (b) In the event and on such occasion that the aggregate Revolving
Exposures plus the aggregate principal amount of outstanding Competitive Loans
exceed the aggregate Revolving Commitments, the Borrower shall prepay Revolving
Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding,
deposit cash collateral in an account with the Administrative Agent to be
retained pursuant to Section 2.05(j) for so long as such condition exists) in an
aggregate amount equal to such excess.

          (c) Prior to any optional prepayment of Borrowings hereunder, the
Borrower shall select the Borrowing or Borrowings to be prepaid and shall
specify such selection in the notice of such prepayment pursuant to paragraph
(d) of this Section.

          (d) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, New York City time,
on the date of prepayment. Each such notice shall be irrevocable and shall

<PAGE>

                                                                              37


specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment, provided that a notice of
optional prepayment may state that such notice is conditional upon the
effectiveness of other credit facilities or the receipt of the proceeds from the
issuance of other Indebtedness, in which case such notice of prepayment may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified date) if such condition is not satisfied. Promptly following
receipt of any such notice (other than a notice relating solely to Swingline
Loans), the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02, except as necessary to apply fully the required amount
of a mandatory prepayment. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.13.

          SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Rate set forth as the Revolving Facility Fee Rate on
the Revolving Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which the Revolving Commitments
terminate. Accrued facility fees shall be payable in arrears on the third
Business Day following the last day of March, June, September and December of
each year and on the date on which the Revolving Commitments terminate,
commencing on the first such date to occur after the Effective Date. All
facility fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

          (b) [Reserved.]

          (c) [Reserved.]

          (d) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans on the average daily amount of such Lender's LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date on
which such Lender's Revolving Commitment terminates and the date on which such
Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting
fee, which shall accrue at a rate equal to 0.20% per annum on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date of termination of the
Revolving Commitments and the date on which there ceases to be any LC Exposure,
as well as the Issuing Bank's standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of
drawings thereunder. Participation fees

<PAGE>

                                                                              38


and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Effective Date, provided that all such fees shall be payable on the date on
which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

          (e) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

          (f) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

          SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
(including each Swingline Loan) shall bear interest at the Alternate Base Rate
plus the Applicable Rate (which, in the case of each Swingline Loan, shall be
the Applicable Rate with respect to Revolving Loans).

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
(i) in the case of a Eurodollar Revolving Loan or Eurodollar Term Loan, at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate and (ii) in the case of a Eurodollar Competitive Loan, at the
LIBO Rate for the Interest Period in effect for such Borrowing plus (or minus,
as applicable) the Margin applicable to such Loan.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus
the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus
the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this
Section.

          (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments, provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving

<PAGE>

                                                                              39


Loan prior to the end of the Revolving Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders (or,
in the case of a Eurodollar Competitive Loan, the Lender that is required to
make such Loan) that the Adjusted LIBO Rate for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining
their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing and (iii) any request by the Borrower for a
Eurodollar Competitive Borrowing shall be ineffective; provided that following
the first day that such condition shall cease to exist, such Borrowings may be
made as or converted to Eurodollar Borrowings at the request of and in
accordance with the elections of the Borrower.

          SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit,
     compulsory loan, insurance charge or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Lender or
     the Issuing Bank (except any such reserve requirement reflected in the
     Adjusted LIBO Rate); or

<PAGE>

                                                                              40


          (ii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition, cost or expense affecting this Agreement or
     Eurodollar Loans made by such Lender or any Letter of Credit or
     participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then, upon
the request of such Lender or the Issuing Bank, as applicable, the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or the Issuing Bank's policies and the
policies of such Lender's or the Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

          (c) A certificate of a Lender or the Issuing Bank setting forth in
reasonable detail calculations of the amount or amounts necessary to compensate
such Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Bank, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation, provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
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                                                                              41


the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.

          (e) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive Loan if the Change in Law that would otherwise entitle it to such
compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

          SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.11(d) and is revoked in accordance therewith), (d) the
failure to borrow any Competitive Loan after accepting the Competitive Bid to
make such Loan or (e) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such
event, the Borrower shall compensate each Lender for the loss, cost and
reasonable expense attributable to such event. In the case of a Eurodollar Loan,
such loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the LIBO Rate (without consideration of the Applicable
Rate or Margin, as applicable) that would have been applicable to such Loan, for
the period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate that such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market (without
consideration of the Applicable Rate or Margin, as applicable). A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

          SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower under any Loan Document shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes, provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been

<PAGE>

                                                                              42


made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall
pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

          (b) Without limiting the provisions of paragraph (a) above, the
Borrower shall timely pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower under any Loan
Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate. In
addition, any Lender, if requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable
the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.

          Without limiting the generality of the foregoing, in the event that
the Borrower is resident for tax purposes in the United States of America, any
Foreign Lender shall deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time

<PAGE>

                                                                              43


thereafter upon the request of the Borrower or the Administrative Agent, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:

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

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

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

          (iv) any other form prescribed by applicable law as a basis for
     claiming exemption from or a reduction in United States Federal withholding
     tax duly completed together with such supplementary documentation as may be
     prescribed by applicable law to permit the Borrower to determine the
     withholding or deduction required to be made.

          (f) If the Administrative Agent, a Lender or the Issuing Bank
determines, in its sole discretion, that it has received a refund of any Taxes
or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section 2.17, it shall pay to the Borrower an amount equal to such refund. This
paragraph shall not be construed to require the Administrative Agent, any Lender
or the Issuing Bank to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any other
Person.

          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
under any Loan Document (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) at or prior to the time expressly required hereunder or under such
other Loan Document for such payment (or, if no such time is expressly required,
prior to 12:00 noon, New York City time), on the date when due, in immediately
available funds, without setoff or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except payments to be made directly to the Issuing Bank or Swingline Lender as
expressly provided herein and except that payments pursuant to Sections 2.15,
2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The

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                                                                              44


Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
under each Loan Document shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements or Swingline Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest
thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans, Term Loans and participations in LC
Disbursements and Swingline Loans, provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or other Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for

<PAGE>

                                                                              45


the account of the Lenders or the Issuing Bank hereunder that the Borrower will
not make such payment, the Administrative Agent may assume that the Borrower has
made such payment on such date in accordance herewith and may, in reliance upon
such assumption and in its sole discretion, distribute to the Lenders or the
Issuing Bank, as the case may be, the amount due. In such event, if the Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 2.05(d) or (e), 2.06(a) or (b), 2.18(d) or
9.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

          SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not be inconsistent with its internal policies or otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such
designation or assignment.

          (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
(other than any outstanding Competitive Loans held by it) to an assignee
acceptable to the Borrower that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and
Swingline Lender), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received

<PAGE>

                                                                              46


payment of an amount equal to the outstanding principal of its Loans (other than
Competitive Loans) and funded participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts),
(iii) the Borrower or such assignee shall have paid to the Administrative Agent
the processing and recordation fee specified in Section 9.04(b) and (iv) in the
case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise (including as a
result of any action taken by such Lender under paragraph (a) above), the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

          SECTION 2.20. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Revolving Availability
Period, the Borrower may request Competitive Bids and may (but shall not have
any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the aggregate Revolving Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time shall not exceed
the total Revolving Commitments. To request Competitive Bids, the Borrower shall
notify the Administrative Agent of such request by telephone, in the case of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that the
Borrower may submit up to (but not more than) three Competitive Bid Requests on
the same day, but a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected or deemed rejected
pursuant to Section 2.20(d). Each such telephonic Competitive Bid Request shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Competitive Bid Request substantially in the form of Exhibit J and
signed by the Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.02:

          (i) the aggregate amount of the requested Borrowing;

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

          (iii) whether such Borrowing is to be a Eurodollar Borrowing or a
     Fixed Rate Borrowing;

          (iv) the Interest Period to be applicable to such Borrowing, which
     shall be a period contemplated by the definition of the term "Interest
     Period";

          (v) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.06; and

<PAGE>

                                                                              47


          (vi) that as of such date the conditions set forth in Sections 4.02(a)
     and (b) are satisfied.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or
more Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30
a.m., New York City time, three Business Days before the proposed date of such
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
9:30 a.m., New York City time, on the proposed date of such Competitive
Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative
Agent, and the Administrative Agent shall notify the applicable Lender as
promptly as practicable. Each Competitive Bid shall specify (i) the principal
amount (which shall be a minimum of $5,000,000 and an integral multiple of
$1,000,000 and which may equal the entire principal amount of the Competitive
Borrowing requested by the Borrower) of the Competitive Loan or Loans that the
Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans (expressed as a percentage rate
per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period applicable to each such Loan and the last day thereof.

          (c) The Administrative Agent shall promptly notify the Borrower by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

          (d) Subject only to the provisions of this paragraph, the Borrower may
accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form substantially
similar to Exhibit K, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing,
not later than 11:00 a.m., New York City time, three Business Days before the
date of the proposed Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, on the proposed date
of the Competitive Borrowing; provided that (i) the failure of the Borrower to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Borrower shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive
Bid Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
Borrower shall not exceed the aggregate amount of the requested Competitive
Borrowing specified in the related Competitive Bid Request, (iv) to the extent
necessary to comply with clause (iii) above, the Borrower may accept Competitive
Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid

<PAGE>

                                                                              48


Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in
a minimum principal amount of $5,000,000 and an integral multiple of $1,000,000;
provided further that if a Competitive Loan must be in an amount less than
$5,000,000 because of the provisions of clause (iv) above, such Competitive Loan
may be for a minimum of $1,000,000 or any integral multiple thereof, and in
calculating the pro rata allocation of acceptances of portions of multiple
Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the amounts shall be rounded to integral multiples of $1,000,000 in a manner
determined by the Borrower. A notice given by the Borrower pursuant to this
paragraph shall be irrevocable.

          (e) The Administrative Agent shall promptly notify each bidding Lender
by telecopy whether or not its Competitive Bid has been accepted (and, if so,
the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f) If the Administrative Agent shall elect to submit a Competitive
Bid in its capacity as a Lender, it shall submit such Competitive Bid directly
to the Borrower at least one quarter of an hour earlier than the time by which
the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.

          SECTION 2.21. Increase in Commitments. (a) The Borrower may from time
to time (and more than one time), by written notice to the Administrative Agent
(which shall promptly deliver a copy to each of the Lenders), request that the
aggregate Revolving Commitments be increased by an amount not less than
$50,000,000 for any such increase, except to the extent necessary to utilize the
remaining unused amount of increase permitted under this Section 2.21(a);
provided that after giving effect to any such increase the sum of the total
Revolving Commitments shall not exceed $1,000,000,000. Such notice shall set
forth the amount of the requested increase in the Revolving Commitments and the
date on which such increase is requested to become effective (which shall be not
less than ten Business Days or more than 60 days after the date of such notice),
and shall offer each Lender (provided that such Lender shall be reasonably
satisfactory to the Administrative Agent) the opportunity to increase its
Revolving Commitment by such Lender's Applicable Percentage of the proposed
increased amount. Each Lender shall, by notice to the Borrower and the
Administrative Agent given not more than ten days after the date of the
Borrower's notice, either agree to increase its applicable Revolving Commitment
by all or a portion of the offered amount or decline to increase its applicable
Commitment (and any Lender that does not deliver such a notice within such
period of ten days shall be deemed to have declined to increase its Commitment).
In the event that, on the tenth day after the Borrower shall have delivered a
notice pursuant to the first sentence of this paragraph, the Lenders shall have
declined to increase their Commitments or have agreed pursuant to the preceding
sentence to increase their Commitments by an aggregate amount less than the
increase in the total

<PAGE>

                                                                              49


Commitments requested by the Borrower, the Borrower may arrange for one or more
banks or other financial institutions (any such bank or other financial
institution, together with any existing Lender that agrees to increase its
applicable Revolving Commitment pursuant to the immediately preceding sentence,
being called an "Augmenting Lender") to provide Revolving Commitments or
increase their existing Revolving Commitments in an aggregate amount equal to
the unsubscribed amount; provided that each Augmenting Lender shall be subject
to the approval of the Administrative Agent (which approval shall not be
unreasonably withheld) and shall not be subject to the approval of any other
Lenders, and the Borrower and each Augmenting Lender shall execute all such
documentation as the Administrative Agent shall reasonably specify to evidence
the Commitment of such Augmenting Lender and/or its status as a Lender
hereunder. Any increase in the aggregate Revolving Commitments may be made in an
amount that is less than the increase requested by the Borrower if the Borrower
is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

          (b) Each of the parties hereto hereby agrees that, upon the
effectiveness of any increase in the aggregate Revolving Commitments pursuant to
this Section 2.21 (the "Revolving Commitment Increase"), this Agreement may be
amended (such amendment, a "Commitment Increase Amendment") without the consent
of any Lenders to the extent (but only to the extent) necessary to reflect the
existence and terms of the Revolving Commitment Increase evidenced thereby as
provided for in Section 9.02(b). Upon each Revolving Commitment Increase
pursuant to this Section, (i) each Lender immediately prior to such increase
will automatically and without further act be deemed to have assigned to each
Augmenting Lender providing a portion of such Revolving Commitment Increase, and
each such Augmenting Lender will automatically and without further act be deemed
to have assumed, a portion of such Lender's participations hereunder in
outstanding Letters of Credit and Swingline Loans such that, after giving effect
to such Revolving Commitment Increase and each such deemed assignment and
assumption of participations, the percentage of the aggregate outstanding (A)
participations hereunder in Letters of Credit and (B) participations hereunder
in Swingline Loans held by each Lender (including each such Augmenting Lender)
will equal such Lender's Applicable Percentage and (ii) if, on the date of such
Revolving Commitment Increase, there are any Revolving Loans outstanding, such
Revolving Loans shall on or prior to the effectiveness of such Revolving
Commitment Increase be prepaid from the proceeds of additional Revolving Loans
made hereunder (reflecting such Revolving Commitment Increase), which prepayment
shall be accompanied by accrued interest on the Revolving Loans being prepaid
and any costs incurred by any Lender in accordance with Section 2.16. 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.

          (c) Increases and new Commitments created pursuant to this Section
2.21 shall become effective on the date specified in the notice delivered by the
Borrower pursuant to the first sentence of paragraph (a) above or on such other
date as agreed upon by the Borrower, the Administrative Agent and the applicable
Augmenting Lenders.

<PAGE>

                                                                              50


          (d) Notwithstanding the foregoing, no increase in the Commitments (or
in any Commitment of any Lender) or addition of an Augmenting Lender shall
become effective under this Section unless on the date of such increase, the
conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be
satisfied as of such date (as though the effectiveness of such increase were a
Borrowing) and the Administrative Agent shall have received a certificate to
that effect dated such date and executed by a Financial Officer of the Borrower.

                                   ARTICLE III

                         Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:

          SECTION 3.01. Organization; Powers. The Borrower and each of the
Material Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and as proposed to be
conducted, to execute, deliver and perform its obligations under each Loan
Document to which it is a party and to effect the Transactions and, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

          SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by the Borrower have been duly authorized by all necessary
corporate or other action and, if required, action by the holders of the
Borrower's Equity Interests. This Agreement has been duly executed and delivered
by the Borrower and constitutes, and each other Loan Document to which the
Borrower is to be a party, when executed and delivered by the Borrower, will
constitute, a legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect, except such consents,
approvals, registrations or filings, the failure of which to have been obtained,
received or made will not materially impair the effectiveness of the
Transactions or materially adversely affect the operations of the Borrower and
its Subsidiaries, taken as a whole, (b) will not violate any material
Requirement of Law applicable to the Borrower or any Material Subsidiary, (c)
will not violate or result in a material default under any material indenture,
agreement or other instrument binding upon the Borrower or any Material
Subsidiary or their respective assets, or give rise to a right thereunder to
require any material payment to be made by the Borrower or any Material
Subsidiary or give rise to a right of, or result in,

<PAGE>

                                                                              51


termination, cancelation or acceleration of any obligation thereunder, and (d)
will not result in the creation or imposition of any Lien (other than a Lien
Permitted under Section 6.02) on any asset of the Borrower or any Material
Subsidiary.

          SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and consolidated statements of income, stockholders' equity and cash flows (i)
as of and for the fiscal years ended December 31, 2005 and December 31, 2006,
reported on by Deloitte & Touche LLP, independent public accountants, and (ii)
as of and for the fiscal quarter and the portion of the fiscal year ended March
31, 2007 (and comparable period for the prior fiscal year). Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and the Subsidiaries as of
such dates and for such periods in accordance with GAAP consistently applied,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

          (b) On and as of the Restatement Effective Date, no event, change or
condition has occurred that has had, or could reasonably be expected to have, a
material adverse effect on the business, operations, properties, assets,
condition (financial or otherwise), liabilities (including contingent
liabilities) or prospects of the Borrower and the Subsidiaries, taken as a
whole, since December 31, 2006, provided that it is understood that the
Arrangers are satisfied with the results of operations set forth in the
financial statements for the period ended March 31, 2007, as set forth in the
Borrower's 10-Q filed with the SEC on April 30, 2007.

          SECTION 3.05. Properties. (a) The Borrower and each of the Material
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property, except for any defects that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          (b) The Borrower and each of the Material Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and the Material Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower or any Material
Subsidiary, threatened against or affecting the Borrower or any Material
Subsidiary (i) as to which there is a reasonable likelihood of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve any of the Loan Documents or
the Transactions.

<PAGE>

                                                                              52


          (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any
Material Subsidiary (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

          SECTION 3.07. Compliance with Laws and Agreements. The Borrower and
each of the Material Subsidiaries is in compliance with (a) all Requirements of
Law applicable to it or its property and (b) all indentures, agreements and
other instruments binding upon it or its property, except, in each of the cases
of (a) and (b) above, where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          SECTION 3.08. Investment Company Status. Neither the Borrower nor any
Subsidiary is an "investment company" as defined in, or subject to regulation
under, the Investment Company Act of 1940.

          SECTION 3.09. Taxes. The Borrower and each of the Subsidiaries (a) has
timely filed or caused to be filed all Tax returns and reports required to have
been filed, except to the extent that failure to do so could not reasonably be
expected to result in a Material Adverse Effect, and (b) has paid or caused to
be paid all Taxes required to have been paid by it, except any Taxes that are
being contested in good faith by appropriate proceedings, provided that the
Borrower or such Subsidiary, as the case may be, has set aside on its books
adequate reserves therefor and the failure to pay such Taxes would not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The minimum funding standards of ERISA and
the Code with respect to each Plan have been satisfied, except where the failure
to do so could not reasonably be expected to result in a Material Adverse
Effect.

          SECTION 3.11. Disclosure. None of (i) the Borrower's Quarterly Report
on Form 10-Q for the period ended March 31, 2007, its Annual Report on Form 10-K
for the year ended December 31, 2006 and the other filings of the Borrower made
with the SEC in 2007 nor (ii) any of the other reports, financial statements,
certificates or other information furnished by or on behalf of the Borrower to
the Administrative Agent or any Lender pursuant to any Loan Document or
delivered thereunder (as modified or supplemented by other information furnished
by or on behalf of the Borrower to the Administrative Agent in connection
herewith), as of the date such disclosures are delivered, 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 misleading, provided that, with respect to projected financial

<PAGE>

                                                                              53


information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed by it to be reasonable at the time
delivered (unless otherwise updated subsequent thereto, in which case such
information was prepared in good faith based upon assumptions believed by it to
be reasonable at the time updated).

          SECTION 3.12. [Reserved.]

          SECTION 3.13. Labor Matters. As of the Restatement Effective Date,
there are no material strikes, lockouts or slowdowns or any other material labor
disputes against the Borrower or any Material Subsidiary pending or, to the
knowledge of the Borrower or any Material Subsidiary, threatened or planned.

                                   ARTICLE IV

                                   Conditions

          SECTION 4.01. [Intentionally omitted].

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

          (a) Other than the representation and warranty set forth in Section
3.04(b), the representations and warranties of the Borrower set forth in the
Loan Documents that are qualified by materiality shall be true and correct and
the representations and warranties that are not so qualified shall be true and
correct in all material respects on and as of the date of such Borrowing or the
date of issuance, amendment, renewal or extension of such Letter of Credit, as
the case may be, except to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct as of such earlier date).

          (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as the case may be, no Default shall have occurred and be continuing.

Each Borrowing (provided that a conversion or a continuation of a Borrowing
shall not constitute a "Borrowing" for purposes of this Section) and each
issuance, amendment, renewal or extension of a Letter of Credit shall be deemed
to constitute a representation and warranty by the Borrower on the date thereof
as to the matters specified in paragraphs (a) and (b) of this Section.

<PAGE>

                                                                              54


                                    ARTICLE V

                              Affirmative Covenants

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees, expenses and other amounts
(other than contingent amounts not yet due) payable under any Loan Document
shall have been paid in full and all Letters of Credit shall have expired or
been terminated (or cash collateralized in an amount equal to 103% of the
aggregate undrawn amount of all outstanding Letters of Credit) and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees with
the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Borrower
will furnish to the Administrative Agent for prompt delivery to each Lender:

          (a) within 90 days after the end of each fiscal year of the Borrower,
its audited consolidated balance sheet and audited consolidated statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, and related notes thereto, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on by Deloitte & Touche
LLP or other independent public accountants of recognized national standing
(without a "going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Borrower and the
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

          (b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its unaudited consolidated balance
sheet and unaudited consolidated statements of operations, stockholders' equity
and cash flows as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by a
Financial Officer as presenting fairly in all material respects the financial
condition and results of operations of the Borrower and the Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

          (c) concurrently with any delivery or deemed delivery of financial
statements under paragraph (a) or (b) above, a certificate of a Financial
Officer substantially in the form of Exhibit L (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with the
covenants contained in Sections 6.12 and 6.13 and (iii) stating whether any
change in GAAP or in the application thereof has occurred since the later of the
date of the Borrower's most recent audited financial statements referred to in
Section 3.04 and the date of the prior certificate delivered pursuant to this
paragraph (c) indicating such a change and, if any such change has

<PAGE>

                                                                              55


occurred, specifying the effect of such change on the financial statements
accompanying such certificate;

          (d) not later than 90 days subsequent to the commencement of each
fiscal year of the Borrower, a detailed consolidated budget for such fiscal year
(including a projected consolidated balance sheet and consolidated statements of
projected operations, comprehensive income and cash flows as of the end of and
for such fiscal year and setting forth the assumptions used for purposes of
preparing such budget) and, promptly when available, any significant revisions
of such budget;

          (e) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the SEC or with any national securities
exchange, or distributed by the Borrower to the holders of its Equity Interests
generally, as the case may be; and

          (f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of any Loan Document,
as the Administrative Agent (on behalf of any Lender) may reasonably request.

          Information required to be delivered pursuant to Sections 5.01(a), (b)
and (e) shall be deemed to have been delivered on the date on which the Borrower
provides notice to the Administrative Agent that such information has been
posted on the SEC website on the Internet at www.sec.gov, or through a link on
the Borrower's website at www.usg.com, or at another website identified in such
notice and accessible by the Lenders without charge; provided that such notice
may be included in a certificate delivered pursuant to Section 5.01(c).

          SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent (for prompt distribution to each Lender through the
Administrative Agent) written notice promptly, but in any event within five
Business Days of, when any of the Chief Executive Officer, the President or the
General Counsel of the Borrower or any Financial Officer obtains actual
knowledge of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or, to the knowledge of
a Financial Officer or another executive officer of the Borrower or any
Subsidiary, affecting the Borrower or any Affiliate thereof that has a
reasonable likelihood of being adversely determined, and, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event or any fact or circumstance that
gives rise to a reasonable expectation that any ERISA Event will occur that, in
either case, alone or together with any other ERISA Events that have occurred or
are reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect;

<PAGE>

                                                                              56


          (d) any change in the ratings of the credit facilities made available
under this Agreement by S&P or Moody's, or any notice from either such agency
indicating its intent to effect such a change or to place the credit facilities
on a "CreditWatch" or "WatchList" or any similar list, in each case with
negative implications, or its cessation of, or its intent to cease, rating such
credit facilities;

          (e) [reserved]; and

          (f) any other development (including notice of any Environmental
Liability) that results in, or could reasonably be expected to result in, a
Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

          SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each Subsidiary to, do or cause to be done all things necessary to
obtain, preserve, renew and keep in full force and effect its legal existence
and, except where the failure to do so could not reasonably be expected to have
a Material Adverse Effect, the rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business, provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.03.

          SECTION 5.04. Payment of Obligations. The Borrower will, and will
cause each Subsidiary to, pay its liabilities for Taxes, the amounts of which
are material to the Borrower and its Subsidiaries taken as a whole, before such
liabilities shall become delinquent or in default, except where (a) the validity
or amount thereof is being contested in good faith by appropriate proceedings,
(b) the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) such contest effectively
suspends collection of the contested obligation and the enforcement of any Lien
securing such obligation and (d) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.05. Maintenance of Properties. The Borrower will, and will
cause each Subsidiary to, keep and maintain all property used in the conduct of
its business in good working order and condition, ordinary wear and tear
excepted, except for properties, the failure of which to maintain, could not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.06. Insurance. The Borrower will, and will cause each
Material Subsidiary to, maintain, with financially sound and reputable insurance
companies, (a) insurance in such amounts (with no greater risk retention) and
against such risks as is (i) customarily maintained by companies of established
repute engaged in

<PAGE>

                                                                              57


the same or similar businesses operating in the same or similar locations and
(ii) considered adequate by the Borrower and (b) all other insurance as may be
required by law; provided that self-insurance through any captive insurance
Subsidiary or through deductibles or copayments shall not be deemed a violation
of this covenant to the extent that companies engaged in similar businesses
similarly self-insure. The Borrower will furnish to the Lenders, upon the
reasonable request of the Administrative Agent, information in reasonable detail
as to the insurance so maintained.

          SECTION 5.07. Books and Records; Inspection and Audit Rights. The
Borrower will, and will cause each Subsidiary to, keep proper books of record
and account in which entries that are full, true and correct in all material
respects are made of all material dealings and transactions in relation to its
business and activities. The Borrower will, and will cause each Subsidiary to,
permit any representatives designated by the Administrative Agent (who may be
accompanied, at the reasonable expense of the Borrower, by a representative of
any Lender), upon reasonable prior notice, periodically (but no more frequently
than annually, except if an Event of Default shall be continuing), to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably
requested.

          SECTION 5.08. Compliance with Laws. The Borrower will, and will cause
each Subsidiary to, comply with all Requirements of Law with respect to it or
its property, except where non-compliance could not reasonably be expected to
result in a Material Adverse Effect or where the necessity of compliance
therewith is contested in good faith by appropriate proceedings.

          SECTION 5.09. Use of Proceeds and Letters of Credit. The proceeds of
the Term Loans were used to fund payments or prepayments of the Asbestos
Personal Injury Trust Contingent Note. The proceeds of the Revolving Loans and
of the Swingline Loans will be used only to refinance existing
debtor-in-possession financings (including outstanding letters of credit), to
pay unsecured claims, administrative expenses and administrative claims in
connection with the Plan of Reorganization and for working capital and other
general corporate purposes (including acquisitions). No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations T, U and X. Letters of Credit will be used only for general
corporate purposes.

          SECTION 5.10. [Reserved.]

          SECTION 5.11. Rated Credit Facilities. The Borrower will use
commercially reasonable efforts to cause the credit facilities made available
under this Agreement to be continuously rated by S&P and Moody's.

          SECTION 5.12. [Reserved.]

<PAGE>

                                                                              58


                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees, expenses and other amounts
payable (other than contingent amounts not yet due) under any Loan Document have
been paid in full and all Letters of Credit have expired or been terminated (or
cash collateralized in an amount equal to 103% of the aggregate undrawn amount
of all outstanding Letters of Credit) and all LC Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Indebtedness. (a) Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness,
the incurrence of which would cause the Borrower to violate the financial
covenants set forth in Sections 6.12 or 6.13.

          (b) Neither the Borrower nor any of its Subsidiaries shall at any time
permit the sum, without duplication, of (i) all Indebtedness of the Borrower and
its Subsidiaries secured by Liens plus (ii) all Indebtedness of the Subsidiaries
(including Subsidiaries acquired after the Effective Date) to exceed
$500,000,000 at any time outstanding.

          (c) Notwithstanding anything to the contrary in paragraph (b) of this
Section 6.01, the following Indebtedness of the Borrower and its Subsidiaries
(including Subsidiaries acquired after the Effective Date) shall not be
prohibited by Section 6.01(b) and shall not be included in calculating the
levels of Indebtedness permitted under Section 6.01(b) regardless of whether
such Indebtedness is secured as permitted by Section 6.02:

          (i) Indebtedness created under the Loan Documents and Indebtedness
     existing on the Effective Date and set forth in Schedule 6.01 and
     extensions, renewals and replacements of any such Indebtedness, provided
     that such extending, renewal or replacement Indebtedness (A) shall not be
     Indebtedness of an obligor that is not the Borrower if such obligor was not
     an obligor with respect to the original Indebtedness being extended,
     renewed or replaced and such original Indebtedness is Indebtedness of the
     Borrower, (B) shall not be in a principal amount that exceeds the principal
     amount of the Indebtedness being extended, renewed or replaced (plus any
     accrued but unpaid interest and redemption premium thereon), (C) shall not
     have an earlier maturity date or shorter weighted average life than the
     Indebtedness being extended, renewed or replaced and (D) shall be
     subordinated to the Obligations to the same extent as the Indebtedness
     being extended, renewed or replaced, if applicable;

          (ii) Indebtedness of the Borrower to any Subsidiary and of any
     Subsidiary to the Borrower or any other Subsidiary, provided (A) that
     Indebtedness of any

<PAGE>

                                                                              59


     Subsidiary to the Borrower shall be subject to Section 6.04 and (B)
     Indebtedness of the Borrower to any Subsidiary shall be subordinated to the
     Obligations on terms reasonably satisfactory to the Administrative Agent;

          (iii) Guarantees by the Borrower of Indebtedness of any Subsidiary,
     and by any Subsidiary of Indebtedness of the Borrower or any other
     Subsidiary, provided that (A) the Indebtedness so Guaranteed shall not be
     prohibited by this Section (other than clause (c)(ii)) and (B) Guarantees
     by the Borrower of Indebtedness of any Subsidiary shall be subject to
     Section 6.04;

          (iv) (A) Indebtedness of the Borrower or any Subsidiary incurred to
     finance the acquisition, construction or improvement of any fixed or
     capital assets, including Capital Lease Obligations and any Indebtedness
     that is assumed by the Borrower or any Subsidiary or that remains
     Indebtedness of an acquired entity in connection with the acquisition of
     any such assets or secured by a Lien on any such assets prior to the
     acquisition thereof, provided that such Indebtedness is incurred prior to
     or within 90 days after such acquisition or the completion of such
     construction or improvement, and (B) extensions, renewals and replacements
     of any such Indebtedness so long as the outstanding principal amount of
     such extensions, renewals and replacements does not exceed the principal of
     the Indebtedness being extended, renewed or replaced (plus any accrued but
     unpaid interest and premium thereon), provided that the aggregate principal
     amount of Indebtedness permitted by this clause (iv) incurred after the
     Effective Date shall not exceed $100,000,000 at any time outstanding;

          (v) Indebtedness in respect of Swap Agreements permitted by Section
     6.07; and

          (vi) Indebtedness in respect of Securitization Transactions
     consummated after the Effective Date in an amount not to exceed
     $250,000,000 at any time outstanding.

          SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

          (i) Permitted Encumbrances;

          (ii) any Lien on any property or asset of the Borrower or any
     Subsidiary existing on the Effective Date and set forth in Schedule 6.02,
     provided that (A) such Lien shall not apply to any other property or asset
     of the Borrower or any Subsidiary (other than assets financed by the same
     financing source pursuant to the same financing scheme in the ordinary
     course of business) and (B) such Lien shall secure only those obligations
     that it secured on the Effective Date and extensions, renewals and
     replacements thereof so long as the principal amount of such extensions,
     renewals and replacements does not exceed the principal amount

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                                                                              60


     of the obligations being extended, renewed or replaced (plus any accrued
     but unpaid interest and premium thereon);

          (iii) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Subsidiary or existing on any
     property or asset of any Person that becomes a Subsidiary after the
     Effective Date prior to the time such Person becomes a Subsidiary, provided
     that (A) such Lien is not created in contemplation of or in connection with
     such acquisition or such Person becoming a Subsidiary, as the case may be,
     (B) such Lien shall not apply to any other property or asset of the
     Borrower or any Subsidiary (other than assets financed by the same
     financing source pursuant to the same financing scheme in the ordinary
     course of business) and (C) such Lien shall secure only those obligations
     that it secures on the date of such acquisition or the date such Person
     becomes a Subsidiary, as the case may be, and extensions, renewals and
     replacements thereof so long as the principal amount of such extensions,
     renewals and replacements does not exceed the principal amount of the
     obligations being extended, renewed or replaced (plus any accrued but
     unpaid interest and premium thereon);

          (iv) Liens on fixed or capital assets acquired, constructed or
     improved (including any such assets made the subject of a Capital Lease
     Obligation incurred) by the Borrower or any Subsidiary after the Effective
     Date, provided that (A) such Liens secure Indebtedness incurred to finance
     such acquisition, construction or improvement and permitted by clause
     (iv)(A) of Section 6.01(c) or to extend, renew or replace such Indebtedness
     and permitted by clause (iv)(B) of Section 6.01(c), (B) such Liens and the
     Indebtedness secured thereby are incurred prior to or within 90 days after
     such acquisition or the completion of such construction or improvement
     (provided that this clause (B) shall not apply to any Indebtedness
     permitted by clause (iv)(B) of Section 6.01(c) or any Lien securing such
     Indebtedness), (C) the Indebtedness secured thereby does not exceed the
     lesser of the cost of acquiring, constructing or improving such fixed or
     capital asset or, in the case of Indebtedness permitted by clause (iv)(A)
     of Section 6.01(c), its fair market value at the time such security
     interest attaches, and in any event, the aggregate principal amount of such
     Indebtedness does not exceed $100,000,000 at any time outstanding and (D)
     such Liens shall not apply to any other property or assets of the Borrower
     or any Subsidiary (except assets financed by the same financing source
     pursuant to the same financing scheme in the ordinary course of business);

          (v) Liens of a collecting bank arising in the ordinary course of
     business under Section 4-208 of the Uniform Commercial Code in effect in
     the relevant jurisdiction covering only the items being collected upon;

          (vi) Liens existing or deemed to exist in connection with
     Securitization Transactions permitted by Section 6.01(c)(vi);

          (vii) [reserved];

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                                                                              61


          (viii) Liens granted by a Subsidiary in respect of Indebtedness
     permitted by Section 6.01;

          (ix) Liens securing obligations under swap agreements (and related
     netting agreements) entered into after the Effective Date and permitted
     under Section 6.07 in an amount not to exceed $150,000,000 on a
     marked-to-market basis at any time outstanding; and

          (x) Liens not otherwise permitted by this Section to the extent that
     the aggregate outstanding principal amount of the obligations secured
     thereby does not at any time exceed $200,000,000.

          SECTION 6.03. Fundamental Changes. (a) The Borrower will not, and will
not permit any Material Subsidiary to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing (i) any
Person may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any Person (other than the Borrower) may merge into
any Subsidiary in a transaction in which the surviving entity is a Subsidiary
and (iii) any Subsidiary (other than a Material Subsidiary) may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders, provided that any such merger involving a Person
that is not a wholly-owned Subsidiary immediately prior to such merger shall not
be permitted unless also permitted by Sections 6.04 and 6.05.

          (b) The Borrower will not, and will not permit any Material Subsidiary
to, engage to any material extent in any business other than (i) businesses of
the type conducted by the Borrower and the Subsidiaries on the Effective Date
and businesses reasonably related thereto and (ii) in the case of SPE
Subsidiaries, Securitization Transactions and activities related thereto.

          SECTION 6.04. Investments. Other than in respect of investments
existing as of the Effective Date set forth on Schedule 6.04, any investment
made in an SPE Subsidiary in connection with a Securitization Transaction
permitted under Section 6.01(c)(vi) and Permitted Investments, the Borrower will
not, and will not permit any Subsidiary to, purchase, hold or acquire (including
pursuant to any merger with such Person) any Equity Interests in or evidences of
Indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, or make or permit to exist any loans or
advances to any Person other than (i) the Borrower, (ii) Gypsum Transportation
Limited, (iii) any wholly-owned Subsidiary organized under the laws of Canada,
the United States (including Puerto Rico) or Mexico (or, in each case, any
subsidiary thereof), (iv) any wholly-owned Foreign Subsidiary (other than as
described in clauses (i)-(iii) above), in an aggregate amount not to exceed
$1,000,000,000 at any time outstanding and (v) any non-wholly owned Subsidiary
or other non-consolidated person (in each case, other than as described in
clauses (i)-(iii) above) in an aggregate amount not to exceed $500,000,000 at
any time outstanding (in each of the cases of (iv) and (v),

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                                                                              62


as such amounts are determined without giving effect to any write-downs or
write-offs other than in the amount of such Investment being returned in cash).
Notwithstanding the foregoing, the following investments shall not be deemed
covered or restricted by this Section:

          (a) investments existing on the Effective Date and set forth on
     Schedule 6.04;

          (b) payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     of the Borrower or any Subsidiary for accounting purposes and that are made
     in the ordinary course of business;

          (c) investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (d) investments in the form of Swap Agreements permitted by Section
     6.07;

          (e) investments of any Person existing at the time such Person becomes
     a Subsidiary or consolidates or merges with the Borrower or any Subsidiary
     (including in connection with a Permitted Acquisition) so long as such
     investments were not made in contemplation of such Person becoming a
     Subsidiary or of such consolidation or merger;

          (f) investments resulting from pledges or deposits described in clause
     (c) or (d) of the definition of the term "Permitted Encumbrance";

          (g) investments received in connection with the disposition of any
     asset permitted by Section 6.05; and

          (h) receivables or other trade payables owing to the Borrower or a
     Subsidiary if created or acquired in the ordinary course of business and
     payable or dischargeable in accordance with customary trade terms, provided
     that such trade terms may include such concessionary trade terms as the
     Borrower or any Subsidiary deems reasonable under the circumstances.

          SECTION 6.05. Asset Sales. The Borrower will not, and will not permit
any Material Subsidiary to, sell, transfer, lease or otherwise dispose of any
asset, including any Equity Interest owned by it, nor will the Borrower permit
any Subsidiary to issue any additional common Equity Interest in such Subsidiary
(other than issuing directors' qualifying shares and other than issuing Equity
Interests to the Borrower or another Subsidiary in compliance with Section
6.04), except:
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                                                                              63


          (a) sales, transfers, leases and other dispositions (i) in the
ordinary course of business or (ii) of any assets in exchange for replacement
assets of substantially similar type and value;

          (b) sales, transfers, leases and other dispositions to the Borrower or
a Subsidiary, provided that any such sales, transfers, leases or other
dispositions outside the ordinary course of business involving the Borrower and
any Subsidiary shall be made in compliance with Section 6.09;

          (c) sales, transfers and other dispositions of accounts receivable in
connection with the compromise, settlement or collection thereof consistent with
past practice;

          (d) sales, transfers, leases and other dispositions of property that
are (i) investments received in connection with the bankruptcy or reorganization
of, or settlement of delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of business, (ii) investments of
any Person existing at the time such Person becomes a Subsidiary or consolidates
or merges with the Borrower or any Subsidiary (including in connection with an
acquisition) so long as such investments were not made in contemplation of such
Person becoming a Subsidiary or of such consolidation or merger or (iii) another
asset received as consideration for the disposition of any asset permitted by
this Section (in each case, other than Equity Interests in a Subsidiary, unless
all Equity Interests in such Subsidiary are sold);

          (e) sale and leaseback transactions permitted by Section 6.06;

          (f) leases entered into in the ordinary course of business, to the
extent that they do not materially interfere with the business of the Borrower
or any Subsidiary;

          (g) sales, transfers, licenses or sublicenses of intellectual property
in the ordinary course of business, to the extent that they do not materially
interfere with the business of the Borrower or any Subsidiary;

          (h) dispositions resulting from any casualty or other damage to, or
any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of the Borrower or any Subsidiary;

          (i) sales, transfers and other dispositions of accounts receivable,
other rights to payment, and interests therein pursuant to Securitization
Transactions;

          (j) [reserved]; and

          (k) sales, transfers and other dispositions of assets that are not
permitted by any other clause of this Section, provided that the aggregate fair
market value of all assets sold, transferred or otherwise disposed of after the
Effective Date in reliance upon this clause (k) shall not exceed $250,000,000
during any fiscal year of the Borrower.

<PAGE>

                                                                              64


          SECTION 6.06. Sale and Leaseback Transactions. Neither the Borrower
nor any of the Subsidiaries shall become liable, directly or by way of a
Guarantee, with respect to any lease, whether or not such lease results in a
Capital Lease Obligation, of any property (whether real or personal or mixed)
whether now owned or hereafter acquired, that the Borrower or any Subsidiary has
sold or transferred or is to sell or transfer to any other Person after the
Effective Date (a "Sale and Leaseback Transaction"); provided that the Borrower
or a Subsidiary may enter into a Sale and Leaseback Transaction if (a) at the
time of such Sale and Leaseback Transaction, no Event of Default is continuing,
(b) the proceeds from the sale of the subject property shall be at least equal
to 80% of its fair market value and (c) if such Sale and Leaseback Transaction
results in a Capital Lease Obligation, such Capital Lease Obligation is not
prohibited by Section 6.01 and any Lien made the subject of such Capital Lease
Obligation is not prohibited by Section 6.02.

          SECTION 6.07. Swap Agreements. The Borrower will not, and will not
permit any Subsidiary to, enter into any Swap Agreement for speculative
purposes.

          SECTION 6.08. Restricted Payments. The Borrower will not, and will not
permit any Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, if (i) a Default has occurred and is continuing or would
result therefrom or (ii) such Restricted Payment is not at the time permitted by
a Requirement of Law or any agreement or instrument applicable to the Borrower
or such Subsidiary, other than dividends from Subsidiaries to wholly-owned
Subsidiaries or the Borrower.

          SECTION 6.09. Transactions with Affiliates. The Borrower shall not,
and shall not suffer or permit any Material Subsidiary to, enter into any
transaction with any Affiliate (other than a wholly-owned Subsidiary) of the
Borrower, except transactions (a) entered into in good faith and (b) at prices
and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties.

          SECTION 6.10. Restrictive Agreements. The Borrower will not, and will
not permit any Material Subsidiary to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Borrower or any Material
Subsidiary to create, incur or permit to exist any Lien upon any of its property
or assets or (b) the ability of any Material Subsidiary to pay dividends or
other distributions with respect to any of its Equity Interests or to make or
repay loans or advances to the Borrower or any other Subsidiary or to Guarantee
Indebtedness of the Borrower or any other Subsidiary, provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by (A) law or
(B) any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the Effective Date identified on Schedule 6.10 (but shall
apply to any extension or renewal of, or any amendment, modification or
replacement expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions contained
in agreements relating to the sale of a Subsidiary or any assets pending such
sale, provided that such restrictions and conditions

<PAGE>

                                                                              65


apply only to the Subsidiary or assets that is or are to be sold and such sale
is permitted hereunder, (iv) paragraph (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to Securitization
Transactions permitted by this Agreement if such restrictions or conditions
apply only to the assets and interests therein that are the subject of the
Securitization Transaction, and neither paragraph (a) nor paragraph (b) of the
foregoing shall apply to restrictions or conditions imposed on any SPE
Subsidiary in connection with any Securitization Transaction, (v) paragraph (a)
of the foregoing shall not apply to restrictions or conditions imposed by any
agreement relating to secured Indebtedness permitted by this Agreement (other
than in respect of a Securitization Transaction) if such restrictions or
conditions apply only to the property or assets securing such Indebtedness, (vi)
paragraph (a) of the foregoing shall not apply to customary provisions in leases
and other contracts restricting the assignment thereof, (vii) paragraph (a) of
the foregoing shall not apply to any existing or future joint venture agreement
that restricts the ability of any party to such agreement to create, incur or
permit a Lien on the equity interests in the joint venture; provided that the
Borrower and any Material Subsidiary party to such agreement collectively own no
more than 81 percent of the equity interests in such joint venture and (viii)
paragraph (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement if the terms of such agreement expressly permit the
creation, incurrence and existence of Liens to secure Indebtedness or other
Obligations under this Agreement and extensions, renewals and replacements of
any such Indebtedness or other Obligations.

          SECTION 6.11. Amendment of Material Documents. The Borrower will not,
and will not permit any Subsidiary to, amend, modify, waive, terminate or
release (a) its certificate of incorporation, by-laws or other organizational
documents, (b) the Equity Commitment Agreement, (c) the Asbestos Personal Injury
Settlement Trust Agreement, (d) the Shareholder's Agreement or (e) the Plan of
Reorganization, in each case if the effect of such amendment, modification,
waiver, termination or release is materially adverse to the Borrower and its
Subsidiaries, taken as a whole, or the Lenders.

          SECTION 6.12. Interest Expense Coverage Ratio. The Borrower will not
permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Cash Interest
Expense, in each case as of the last date of any fiscal quarter, beginning with
the period ending September 30, 2006, for the period of four consecutive fiscal
quarters of the Borrower ending on such date, to be less than 2.00 to 1.00.

          SECTION 6.13. Leverage Ratio. The Borrower will not permit the
Leverage Ratio as of the last date of any fiscal quarter, beginning with the
period ending September 30, 2006, for the period of four consecutive fiscal
quarters of the Borrower ending on such date, to exceed 4.50 to 1.00 through the
fiscal quarter ending December 31, 2008, and 4.25 to 1.00 thereafter.

          SECTION 6.14. Changes in Fiscal Periods. Without the prior consent of
the Administrative Agent, the Borrower will neither (a) permit its fiscal year
or the fiscal year of any Subsidiary to end on a day other than December 31, nor
(b) change its method of determining fiscal quarters.

<PAGE>

                                                                              66


                                  ARTICLE VII

                                Events of Default

          If any of the following events (any such event, an "Event of Default")
shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in paragraph (a) of this
Article) payable under any Loan Document, when and as the same shall become due
and payable, and such failure shall continue unremedied for a period of five
Business Days;

          (c) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Material Subsidiary in or in connection with the Existing
Credit Agreement (to the extent made prior to the Restatement Effective Date and
not waived thereafter), any Loan Document or any amendment or modification
thereof or waiver thereunder, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder, that is qualified
by materiality shall prove to have been incorrect or any representation or
warranty that is not so qualified shall prove to have been incorrect in any
material respect when made or deemed made;

          (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
existence of the Borrower) or 5.09 or in Article VI; provided, however, without
limiting the effect of any other Default or Event of Default under this Article
VII, any Default arising under Section 5.02 (or any Default arising under a
failure of the conditions set forth in Section 4.02 arising solely as a result
of a failure to comply with Section 5.02) shall be deemed to be cured upon the
giving of such notice by the Borrower.

          (e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in paragraph (a), (b) or (d) of this Article), and such failure shall continue
unremedied for a period of 30 days after notice thereof from any Lender or the
Administrative Agent to the Borrower;

          (f) the Borrower or any Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable after
the expiration of any applicable grace periods;

          (g) any event or condition occurs (including, without limitation, the
triggering of any change in control or similar event with respect to the
Borrower) (i) that

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                                                                              67


results in any Material Indebtedness becoming due or, in the case of a
Securitization Transaction recourse for which is not limited to the subject
accounts receivable or other subject rights to payment, terminating (except
voluntary terminations) prior to its scheduled maturity or that enables or
permits (with all applicable grace periods having expired, provided that, during
the applicable grace period, no additional consideration is paid or additional
rights are granted in respect of such Material Indebtedness) the holder or
holders of any Material Indebtedness or any trustee or agent on its or their
behalf to cause any Material Indebtedness to become due or, in the case of a
Securitization Transaction recourse for which is not limited to the subject
accounts receivable or other subject rights to payment, to be terminated, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity or (ii) the effect of which default or other event is to
cause, or to permit the holder or holders of any Material Indebtedness (or a
trustee or agent on behalf of such holder or holders) to require, with the
giving of notice if required, any Material Indebtedness to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), prior to its stated
maturity; provided that this paragraph (g) shall not apply to secured
Indebtedness that becomes due as a result of the sale, transfer or other
disposition (including as a result of a casualty or condemnation event) of the
property or assets securing such Indebtedness (to the extent such sale, transfer
or other disposition is not prohibited under this Agreement);

          (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Material Subsidiary or their debts, or of a
substantial part of their assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Material Subsidiary or
for a substantial part of their assets, and, in any such case, such proceeding
or petition shall continue undismissed or unstayed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

          (i) the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in paragraph (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material
Subsidiary or for a substantial part of their assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or (vi)
take any action for the purpose of effecting any of the foregoing;

          (j) the Borrower or any Material Subsidiary shall become unable, admit
in writing its inability or fail generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money in an aggregate
amount in excess of $100,000,000 shall be rendered against the Borrower, any
Material

<PAGE>

                                                                              68


Subsidiary or any combination thereof (provided that in determining whether the
foregoing threshold is satisfied, there shall be excluded any portion of such
judgments that is fully covered by a third party insurance company rated not
less that "B++" by A.M. Best (less any applicable deductible) and as to which
the insurer has not disputed, in writing, its responsibility to cover such
judgment) and the same shall remain unpaid or undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower or any Material Subsidiary to enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to have a Material Adverse Effect;

          (m) any Loan Document shall for any reason be asserted by the Borrower
not to be a legal, valid and binding obligation of the Borrower; or

          (n) [reserved];

          (o) [reserved];

          (p) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in paragraph (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                                  ARTICLE VIII

                            The Administrative Agent

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such

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                                                                              69


actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent, the Lenders and
the Issuing Bank, and the Borrower shall not have rights as a third party
beneficiary of any of such provisions.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary or believed by the Administrative Agent in good faith to be
necessary under the circumstances as provided in Section 2.05(j) or Section
9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any Subsidiary that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 2.05(j) or Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with any
Loan Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document or (v) the satisfaction of any condition set
forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,

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instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed or sent or otherwise authenticated by the proper
Person. The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent; provided that the Administrative Agent
shall remain liable for the performance of such obligations and duties. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers by or through their respective Related
Parties; provided that the Administrative Agent shall remain liable for the
performance of such obligations and duties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

          In determining compliance with any condition hereunder to the making
of a Loan, or the issuance, amendment, renewal or extension of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
the Issuing Bank, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the Issuing Bank unless the Administrative Agent
shall have received notice to the contrary from such Lender or the Issuing Bank
prior to the making of such Loan or the issuance, amendment, renewal or
extension of such Letter of Credit.

          Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time upon notice to the Lenders, the Issuing Bank and the
Borrower. Upon any such resignation, the Required Lenders shall have the right,
with the consent of the Borrower in the absence of a continuing Event of
Default, to appoint a successor. If no successor shall have been so appointed by
the Borrower and the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent that
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank, in either case, acceptable to the Borrower in the absence of a
continuing Event of Default (such acceptance not to be unreasonably withheld or
delayed). Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from all its
duties and obligations under the Loan Documents. The fees payable by the

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                                                                              71


Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent's resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.

          Each Lender and the Issuing Bank acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender and the Issuing Bank also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this any Loan Document or any related agreement or any
document furnished thereunder.

          Notwithstanding anything herein to the contrary, none of the Joint
Bookrunners, Arrangers or other agents listed on the cover page hereof shall
have any powers, duties or responsibilities under any Loan Document, except in
its capacity, as applicable, as the Administrative Agent, a Lender or the
Issuing Bank hereunder.

                                   ARTICLE IX

                                  Miscellaneous

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to it at 550 West Adams Street, Chicago, IL
60661, Attention of Vice President, Treasurer (Telecopy No. (312) 672-3883) with
a copy to Corporate Secretary (Telecopy No. (312) 672-5978);

          (b) if to the Administrative Agent, Issuing Bank or Swingline Lender,
to JPMorgan Chase Bank, N.A., 1111 Fannin, 10th Floor, Houston, Texas 77002,
Attention of Dilip Saha (Telecopy No.: (713) 750-2934) (email:
dilip.k.saha@chase.com), with a copy to Marshella B. Williams (Telecopy No.:
(713) 427-6307) (email: Marshella.B.Williams@Chase.com), with a copy also to
Peter Predun, 270 Park Avenue, New York, NY 10017 (Telecopy No.: (212)270-5100)
(email: peter.predun@jpmorgan.com); and

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                                                                              72


          (c) if to any other Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. Notices and
other communications to the Lenders and the Issuing Bank hereunder may also be
delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent, provided that the foregoing shall not apply to notices to
any Lender or the Issuing Bank pursuant to Article II if such Lender or the
Issuing Bank, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.
The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications. All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power under any Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Administrative Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or the
issuance, amendment, renewal or extension of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time. No notice to or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or
other circumstances.

          (b) Except as provided in Section 2.21 with respect to any Revolving
Commitment Increase, neither any Loan Document nor any provision thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to
an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
the Borrower, in each case with the consent of the Required Lenders, provided
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of

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interest thereon, or reduce or forgive any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone the maturity of
any Loan, or the required date of reimbursement of any LC Disbursement, or any
date for the payment of any interest or fees payable hereunder, or reduce or
forgive the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender adversely affected thereby, (v) change any of the
provisions of this Section or the percentage set forth in the definition of
"Required Lenders" or any other provision of any Loan Document specifying the
number or percentage of Lenders (or Lenders of any Class) required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder, without the written consent of each Lender (or each Lender
of such Class, as the case may be) (it being understood that, with the consent
of the Required Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Lenders on
substantially the same basis as the Term Loans and Revolving Commitments on the
Restatement Effective Date), (vi) change any provision of any Loan Document in a
manner that by its terms adversely affects the timing of, amounts of or rights
in respect of payments due to Lenders holding Loans of any Class differently
than those holding Loans of any other Class, without the written consent of
Lenders holding a majority in interest of the outstanding Loans and unused
Commitments of each affected Class or (vii) modify the protections afforded to
an SPV pursuant to the provisions of Section 9.04(e) without the written consent
of such SPV; provided further that (A) no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the Issuing
Bank or the Swingline Lender without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, (B) any waiver, amendment or modification of this Agreement that by its
terms affects the rights or duties under this Agreement of Lenders holding Loans
or Commitments of a particular Class (but not the Lenders holding Loans or
Commitments of any other Class) may be effected only by an agreement or
agreements in writing entered into by the Borrower and requisite percentage in
interest of the affected Class of Lenders that would be required to consent
thereto under this Section if such Class of Lenders were the only Class of
Lenders hereunder at the time and (C) if the terms of any waiver, amendment or
modification of any Loan Document provide that any Class of Loans (together with
all accrued interest thereon and all accrued fees payable with respect to the
Commitments of such Class) will be repaid or paid in full, and the Commitments
of such Class (if any) terminated, as a condition to the effectiveness of such
waiver, amendment or modification, then so long as the Loans of such Class
(together with such accrued interest and fees) are in fact repaid or paid and
such Commitments are in fact terminated, in each case prior to or substantially
simultaneously with the effectiveness of such amendment, then such Loans and
Commitments shall not be included in the determination of the Required Lenders
with respect to such amendment.

          (c) In connection with any proposed amendment, modification, waiver or
termination (a "Proposed Change") requiring the consent of all Lenders or all
affected

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Lenders, if the consent of the Required Lenders (and, to the extent any Proposed
Change requires the consent of Lenders holding Loans of any Class pursuant to
clause (v) or (vi) of paragraph (b) of this Section, the consent of a majority
in interest of the outstanding Loans and unused Commitments of such Class) to
such Proposed Change is obtained, but the consent to such Proposed Change of
other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in paragraph (b) of this Section being
referred to as a "Non-Consenting Lender"), then, so long as the Lender that is
acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may,
at its sole expense and effort, upon notice to such Non-Consenting Lender and
the Administrative Agent, require such Non-Consenting Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions
contained in Section 9.04), all its interests, rights and obligations under this
Agreement to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided that (a) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank and
Swingline Lender), which consent shall not unreasonably be withheld or delayed,
(b) such Non-Consenting Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder from the assignee (to the extent of such
outstanding principal and accrued interest and fees or the Borrower (in the case
of all other amounts) and (c) the Borrower or such assignee shall have paid to
the Administrative Agent the processing and recordation fee specified in Section
9.04(b).

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses (including reasonable
expenses incurred in connection with due diligence) incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of the Loan Documents or any amendments, modifications or
waivers of the provisions thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the Issuing Bank in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with the Loan Documents, including its rights under
this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such reasonable out-of-pocket expenses incurred during
any workout or restructuring (and related negotiations) in respect of such Loans
or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, the Issuing
Bank and each Lender, and each Related Party of any of the foregoing Persons
(each such Person being called an "Indemnitee"), against, and hold each
Indemnitee harmless from,

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                                                                              75


any and all out-of-pocket losses, claims, damages, liabilities and related
reasonable expenses, including the reasonable fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
by any third party or by the Borrower or any Subsidiary arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan
Document or any other agreement or instrument contemplated thereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated thereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank 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), (iii) any actual or alleged presence or Release of Hazardous Materials
on, at, to or from any property currently or formerly owned or operated by the
Borrower or any Subsidiary, or any other Environmental Liability related in any
way to the Borrower or any Subsidiary or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any Subsidiary and regardless of whether any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final judgment to have resulted from the gross negligence or
wilful misconduct of such Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent or the Issuing Bank under paragraph
(a) or (b) of this Section and without limiting the Borrower's obligation to do
so, each Lender severally agrees to pay to the Administrative Agent or the
Issuing Bank, as the case may be, such Lender's pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent or the Issuing
Bank in its capacity as such. For purposes hereof, a Lender's "pro rata share"
shall be determined based upon its share of the aggregate Revolving Exposures,
outstanding Term Loans and unused Commitments at the time the applicable
unreimbursed expense or indemnity payment is sought. The obligations of the
Lenders under this paragraph (c) are subject to the last sentence of Section
2.02(a) (which shall apply mutatis mutandis to the Lenders' obligations under
this paragraph (c)).

          (d) To the fullest extent permitted by applicable law, the Borrower
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, any Loan Document or any agreement or instrument contemplated
thereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.

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                                                                              76


          (e) All amounts due under this Section shall be payable not later than
three Business Days after written demand therefor setting forth the basis for
such claim in reasonable detail.

          SECTION 9.04. 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 (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i)
the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. 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 (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) 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 all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the 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 (as defined below) or, if
an Event of Default has occurred and is continuing, any other 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 a Lender,
an Affiliate of a Lender or an Approved Fund and (C) the Issuing Bank, provided
that no consent of the Issuing Bank shall be required for an assignment of all
or any portion of a Term Loan; provided further that no Lender may assign or
otherwise transfer its rights or obligations hereunder to the Borrower or any of
its Affiliates.

          (ii) Assignments shall be subject to the following additional
     conditions: (A) except in the case of an assignment to a Lender, an
     Affiliate of a Lender 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 trade date specified in the Assignment and Assumption
     with respect to such assignment or, if no date is so specified, 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
     or, in the case of a Term Loan, $1,000,000, unless the Borrower and the
     Administrative Agent otherwise consent (such consent not to be unreasonably
     withheld or delayed), provided that no such consent of the Borrower shall
     be required if an Event of Default has occurred and is continuing, (B) each

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                                                                              77


     partial assignment shall be made as an assignment of a proportionate part
     of all the assigning Lender's rights and obligations under this Agreement,
     provided that this clause (B) shall not be construed to prohibit assignment
     of a proportionate part of all the assigning Lender's rights and
     obligations in respect of one Class of Commitments or Loans; provided
     further that this clause (B) shall not apply to rights in respect of
     outstanding Competitive Loans, (C) 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 assignments made pursuant to Section 2.19(b) or Section
     9.02(c) shall not require the signature of the assigning Lender to become
     effective, and (D) the assignee, if it shall not be a Lender, shall deliver
     to the Administrative Agent any tax forms required by Section 2.17(e) and
     an Administrative Questionnaire, substantially in the form of Exhibit M, in
     which the assignee designates one or more credit contacts to whom all
     syndicate-level information (which may contain material non-public
     information about the Borrower, its Related Parties or their respective
     securities) will be made available and who may receive such information in
     accordance with the assignee's compliance procedures and applicable laws,
     including Federal and state securities laws.

          For purposes of paragraph (b) of this Section, the term "Approved
Fund" and "CLO" have the following meanings:

          "Approved Fund" means (a) a CLO and (b) with respect to any Lender
that is a fund that invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such Lender or by an Affiliate of such
investment advisor.

          "CLO" means an entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such
Lender.

          (iii) Subject to acceptance and recording thereof pursuant to
     paragraph (b)(v) of this Section, from and after the effective date
     specified in each Assignment and Assumption, the assignee thereunder shall
     be a party hereto 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 2.15,
     2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for
     such Lender's account but have not yet been paid). Any assignment or
     transfer by a Lender of rights or obligations under this Agreement that
     does not comply with this Section shall be treated for purposes of this
     Agreement as a sale by such Lender of a

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     participation in such rights and obligations in accordance with paragraph
     (c)(i) of this Section.

          (iv) The Administrative Agent, acting for this purpose as an agent of
     the Borrower, shall maintain at one of its offices 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 Commitment
     of, and principal amount of the Loans and LC Disbursements owing to, each
     Lender pursuant to the terms hereof from time to time (the "Register"). The
     entries in the Register shall be conclusive, and the Borrower, the
     Administrative Agent, the Issuing Bank and the Lenders may treat each
     Person whose name is recorded in the Register pursuant to the terms hereof
     as a Lender hereunder for all purposes of this Agreement, notwithstanding
     notice to the contrary. The Register shall be available for inspection by
     the Borrower, the Issuing Bank and any Lender, at any reasonable time and
     from time to time upon reasonable prior notice.

          (v) Upon its receipt of a duly completed Assignment and Assumption
     executed by an assigning Lender and an assignee, the assignee's completed
     Administrative Questionnaire and any tax forms required by Section 2.17(e)
     (unless the assignee shall already be a Lender hereunder), the processing
     and recordation fee referred to in paragraph (b) of this Section and any
     written consent to such assignment required by paragraph (b) of this
     Section, the Administrative Agent shall accept such Assignment and
     Assumption and record the information contained therein in the Register. No
     assignment shall be effective for purposes of this Agreement unless it has
     been recorded in the Register as provided in this paragraph.

          (vi) The words "execution", "signed", "signature" and words of like
     import in any Assignment and Assumption shall be deemed to include
     electronic signatures or the keeping of records in electronic form, each of
     which shall be of the same legal effect, validity or enforceability as a
     manually executed signature or the use of a paper-based recordkeeping
     system, as the case may be, to the extent and as provided for in any
     applicable law, including the Federal Electronic Signatures in Global and
     National Commerce Act, the New York State Electronic Signatures and Records
     Act or any other similar state laws based on the Uniform Electronic
     Transactions Act.

          (c) (i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it),
provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank 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

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                                                                              79


Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the Loan Documents and to approve any amendment,
modification or waiver of any provision of the 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, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided that such Participant agrees to be subject to
Section 2.18(c) as though it were a Lender.

          (ii) A Participant shall not be entitled to receive any greater
     payment under Section 2.15 or Section 2.17 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. A Participant that would
     be a Foreign Lender if it were a Lender shall not be entitled to the
     benefits of Section 2.17 unless the Borrower is notified of the
     participation sold to such Participant and such Participant agrees, for the
     benefit of the Borrower, to comply with Section 2.17(e) as though it were a
     Lender.

          (d) Any Lender may, without the consent of the Borrower or the
Administrative Agent, at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest, provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

          (e) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPV"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement, provided that
(i) nothing herein shall constitute a commitment by any SPV to make any Loan and
(ii) if an SPV elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPV shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which is hereby assumed by and shall
remain with the Granting Lender). In furtherance of the foregoing, each party
hereto hereby agrees

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(which agreement shall survive the termination of this Agreement) that, prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPV, such party
will not institute against, or join any other person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPV may (i) with notice to, but without the prior written consent of,
the Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity or credit support to or for the
account of such SPV to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPV.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower in the Loan Documents and in the certificates or
other instruments delivered in connection with or pursuant to any Loan Document
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of the Loan Documents and the making of
any Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent or the syndication of the Loans and Commitments
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an

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executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender, the Issuing Bank and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing
by such Lender, the Issuing Bank or any such Affiliate to or for the credit or
the account of the Borrower against any of and all the obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender or
the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank
shall have made any demand under this Agreement and although such obligations
may be unmatured or are owed to a branch or office of such Lender or Issuing
Bank different from the branch or office holding such deposit or obligated on
such Indebtedness. The applicable Lender and the Issuing Bank shall notify the
Borrower and the Administrative Agent of such setoff and application, provided
that any failure to give or any delay in giving such notice shall not affect the
validity of any such setoff and application under this Section. The rights of
each Lender, the Issuing Bank and their respective Affiliates under this Section
are in addition to other rights and remedies (including other rights of setoff)
that such Lender, the Issuing Bank and their respective Affiliates may have.

          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

          (b) Each party hereto hereby irrevocably and unconditionally submits,
for itself and its property, to the exclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to any
Loan Document, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.

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          (c) Each party hereto hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to any Loan Document in any court referred
to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in any Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. (a) Each of the Administrative Agent,
the Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees 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 regulatory 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) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to any Loan Document or the enforcement of rights
thereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its

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advisors) to any Swap Agreement relating to the Borrower and its obligations
under the Loan Documents, (g) with the consent of the Borrower or (h) to the
extent such Information (i) becomes publicly available other than as a result of
a breach of this Section or (ii) becomes available to the Administrative Agent,
the Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this Section, "Information" means all
information received from the Borrower and/or its Related Parties or
representatives relating to the Borrower, its Subsidiaries or their respective
businesses, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis
prior to disclosure by the Borrower and/or its Related Parties or
representatives, provided that, in the case of information received from the
Borrower and/or its Related Parties or any Subsidiary after the Effective Date,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

          (b) Each Lender acknowledges that information as defined in Section
9.12(a) furnished to it pursuant to this Agreement may include material
non-public Information concerning the Borrower and its Related Parties or their
respective securities, and confirms that it has developed compliance procedures
regarding the use of material non-public Information and that it will handle
such material non-public Information in accordance with those procedures,
applicable law, including Federal and state securities laws, and the terms
hereof.

          (c) All information, including waivers and amendments, furnished by
the Borrower, its Related Parties or representatives or the Administrative Agent
pursuant to, or in the course of administering, this Agreement will be
syndicate-level information, which may contain material non-public Information
about the Borrower and its Related Parties or their respective securities and
its securities. Accordingly, each Lender represents to the Borrower and the
Administrative Agent that it has identified in its Administrative Questionnaire
a credit contact who may receive Information that may contain material
non-public Information in accordance with its compliance procedures, applicable
law and the terms hereof.

          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan
or participation in any LC Disbursement, together with all fees, charges and
other amounts that are treated as interest on such Loan or LC Disbursement or
participation therein under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") that may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan or LC
Disbursement or participation therein in accordance with applicable law, the
rate of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the

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Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan or LC Disbursement or participation therein
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or LC Disbursement or participation therein or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.

          SECTION 9.14. 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 9.15. Existing Credit Agreement; Effectiveness of Amendment
and Restatement. Until this Agreement becomes effective in accordance with the
terms of the Amendment and Restatement Agreement, the Existing Credit Agreement
shall remain in full force and effect and shall not be affected hereby. After
the Restatement Effective Date, all obligations of the Borrower under the
Existing Credit Agreement shall become obligations of the Borrower hereunder and
the provisions of the Existing Credit Agreement shall be superseded by the
provisions hereof.