Exhibit
10.1

     

    US
$250,000,000

     

    CREDIT
AGREEMENT

     

    dated as
of July 17, 2008,

     

    among

     

    INGRAM
MICRO INC.,

    as the Borrower,

     

    CERTAIN
FINANCIAL INSTITUTIONS,

    as the
Lenders,

     

    BNP
PARIBAS and

    ABN
AMRO BANK N.V.

    as the
Co-Syndication
Agents for the Lenders

     

    and

     

    THE
BANK OF NOVA SCOTIA,

    as the
Administrative
Agent for the Lenders

     

    ____________________________________________

     

    As
arranged by

     

    THE
BANK OF NOVA SCOTIA and

    BNP
PARIBAS SECURITIES CORP.,

     

    as the Joint
Lead Arrangers

     

    and

     

    THE
BANK OF NOVA SCOTIA and

    BNP
PARIBAS SECURITIES CORP.,

    as the Joint
Book Runners

     

    ____________________________________________

     

    DANSKE
BANK A/S and

    DRESDNER
BANK AG, NIEDERLASSUNG LUXEMBURG

    as Co-Documentation
Agents
for the Lenders

     

     

     

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        TABLE
OF CONTENTS

         

        Page

         

      

    

    
      
        	ARTICLE
      I        DEFINITIONS
      AND ACCOUNTING TERMS	
                2

              
	 
      	
                SECTION
      1.1

              	
                Defined
      Terms

              	
                2

              
	 
      	
                SECTION
      1.2

              	
                Use
      of Defined Terms

              	
                23

              
	 
      	
                SECTION
      1.3

              	
                Cross-References

              	
                23

              
	 
      	
                SECTION
      1.4

              	
                Accounting
      and Financial Determinations

              	
                23

              
	 
      	
                SECTION
      1.5

              	
                Calculations

              	
                24

              
	ARTICLE
      II       COMMITMENTS,
      ETC	
                24

              
	 
      	
                SECTION
      2.1

              	
                Commitments

              	
                24

              
	 
      	
                SECTION
      2.2

              	
                Reductions
      of the Total Commitment Amount

              	
                24

              
	 
      	
                SECTION
      2.3

              	
                Designated
      Additional Loans

              	
                25

              
	ARTICLE
      III      PROCEDURES
      FOR LOANS	
                26

              
	 
      	
                SECTION
      3.1

              	
                Borrowing
      Procedures

              	
                26

              
	ARTICLE
      IV      PRINCIPAL,
      INTEREST, AND FEE PAYMENTS	
                26

              
	 
      	
                SECTION
      4.1

              	
                Loan
      Accounts, Notes, Payments, and Prepayments

              	
                26

              
	 
      	
                SECTION
      4.2

              	
                Interest
      Provisions

              	
                28

              
	 
      	
                SECTION
      4.3

              	
                Fees

              	
                29

              
	 
      	
                SECTION
      4.4

              	
                Rate
      and Fee Determinations

              	
                30

              
	ARTICLE
      V       CERTAIN
      PAYMENT PROVISIONS	
                30

              
	 
      	
                SECTION
      5.1

              	
                Illegality;
      Currency Restrictions

              	
                30

              
	 
      	
                SECTION
      5.2

              	
                Deposits
      Unavailable

              	
                31

              
	 
      	
                SECTION
      5.3

              	
                Increased
      Loan Costs, etc

              	
                32

              
	 
      	
                SECTION
      5.4

              	
                Funding
      Losses

              	
                32

              
	 
      	
                SECTION
      5.5

              	
                Increased
      Capital Costs

              	
                32

              
	 
      	
                SECTION
      5.6

              	
                Discretion
      of Lenders as to Manner of Funding

              	
                33

              
	 
      	
                SECTION
      5.7

              	
                Taxes

              	
                33

              
	 
      	
                SECTION
      5.8

              	
                Payments

              	
                36

              
	 
      	
                SECTION
      5.9

              	
                Sharing
      of Payments

              	
                36

              
	 
      	
                SECTION
      5.10

              	
                Right
      of Set-off

              	
                37

              
	 
      	
                SECTION
      5.11

              	
                Judgments,
      Currencies, etc

              	
                37

              
	 
      	
                SECTION
      5.12

              	
                Replacement
      of Lenders

              	
                38

              
	 
      	
                SECTION
      5.13

              	
                Change
      of Lending Office

              	
                38

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

          TABLE
OF CONTENTS

          (continued)

          Page

           

        

      

       

      
        	ARTICLE
      VI       CONDITIONS
      TO MAKING LOANS	
                38

              
	 
      	
                SECTION
      6.1

              	
                Initial
      Loans

              	
                38

              
	 
      	
                SECTION
      6.2

              	
                All
      Loans

              	
                40

              
	ARTICLE
      VII      REPRESENTATIONS
      AND WARRANTIES	
                41

              
	 
      	
                SECTION
      7.1

              	
                Organization,
      etc

              	
                41

              
	 
      	
                SECTION
      7.2

              	
                Due
      Authorization, Non-Contravention, etc

              	
                42

              
	 
      	
                SECTION
      7.3

              	
                No
      Default

              	
                42

              
	 
      	
                SECTION
      7.4

              	
                Government
      Approval, Regulation, etc

              	
                42

              
	 
      	
                SECTION
      7.5

              	
                Validity,
      etc

              	
                43

              
	 
      	
                SECTION
      7.6

              	
                Financial
      Information

              	
                43

              
	 
      	
                SECTION
      7.7

              	
                No
      Material Adverse Effect

              	
                43

              
	 
      	
                SECTION
      7.8

              	
                Litigation,
      Labor Controversies, etc

              	
                43

              
	 
      	
                SECTION
      7.9

              	
                Subsidiaries

              	
                43

              
	 
      	
                SECTION
      7.10

              	
                Ownership
      of Properties

              	
                43

              
	 
      	
                SECTION
      7.11

              	
                Taxes

              	
                44

              
	 
      	
                SECTION
      7.12

              	
                Pension
      and Welfare Plans

              	
                44

              
	 
      	
                SECTION
      7.13

              	
                Environmental
      Warranties

              	
                44

              
	 
      	
                SECTION
      7.14

              	
                Accuracy
      of Information

              	
                45

              
	 
      	
                SECTION
      7.15

              	
                Patents,
      Trademarks, etc

              	
                45

              
	 
      	
                SECTION
      7.16

              	
                Margin
      Stock

              	
                45

              
	ARTICLE
      VIII    COVENANTS	
                46

              
	 
      	
                SECTION
      8.1

              	
                Affirmative
      Covenants

              	
                46

              
	 
      	
                SECTION
      8.2

              	
                Negative
      Covenants

              	
                50

              
	ARTICLE
      IX      EVENTS
      OF DEFAULT	
                56

              
	 
      	
                SECTION
      9.1

              	
                Listing
      of Events of Default

              	
                56

              
	 
      	
                SECTION
      9.2

              	
                Action
      if Bankruptcy

              	
                58

              
	 
      	
                SECTION
      9.3

              	
                Action
      if Other Event of Default

              	
                59

              
	ARTICLE
      X       AGENTS	
                59

              
	 
      	
                SECTION
      10.1

              	
                Authorization
      and Actions

              	
                59

              
	 
      	
                SECTION
      10.2

              	
                Funding
      Reliance, etc

              	
                60

              
	 
      	
                SECTION
      10.3

              	
                Exculpation

              	
                60

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      
        TABLE
OF CONTENTS

        (continued)

        Page

         

      

      
        	 
      	
                SECTION
      10.4

              	
                Successor

              	
                60

              
	 
      	
                SECTION
      10.5

              	
                Loans
      by an Agent

              	
                61

              
	 
      	
                SECTION
      10.6

              	
                Credit
      Decisions

              	
                61

              
	 
      	
                SECTION
      10.7

              	
                Copies,
      etc

              	
                61

              
	 
      	
                SECTION
      10.8

              	
                Joint
      Lead Arrangers and other Agents

              	
                61

              
	ARTICLE
      XI       MISCELLANEOUS
      PROVISIONS	
                62

              
	 
      	
                SECTION
      11.1

              	
                Waivers,
      Amendments, etc

              	
                62

              
	 
      	
                SECTION
      11.2

              	
                Notices

              	
                62

              
	 
      	
                SECTION
      11.3

              	
                Payment
      of Costs and Expenses

              	
                62

              
	 
      	
                SECTION
      11.4

              	
                Indemnification

              	
                63

              
	 
      	
                SECTION
      11.5

              	
                Survival

              	
                64

              
	 
      	
                SECTION
      11.6

              	
                Severability

              	
                64

              
	 
      	
                SECTION
      11.7

              	
                Headings

              	
                64

              
	 
      	
                SECTION
      11.8

              	
                Execution
      in Counterparts, Effectiveness; Entire Agreement

              	
                64

              
	 
      	
                SECTION
      11.9

              	
                Jurisdiction

              	
                65

              
	 
      	
                SECTION
      11.10

              	
                Successors
      and Assigns

              	
                66

              
	 
      	
                SECTION
      11.11

              	
                Assignments
      and Transfers of Interests

              	
                66

              
	 
      	
                SECTION
      11.12

              	
                Other
      Transactions

              	
                68

              
	 
      	
                SECTION
      11.13

              	
                Further
      Assurances

              	
                68

              
	 
      	
                SECTION
      11.14

              	
                Waiver
      of Jury Trial

              	
                68

              
	 
      	
                SECTION
      11.15

              	
                Confidentiality

              	
                68

              
	 
      	
                SECTION
      11.16

              	
                Release
      of Subsidiary Guarantors

              	
                69

              
	 
      	
                SECTION
      11.17

              	
                Collateral

              	
                69

              
	 
      	
                SECTION
      11.18

              	
                USA
      PATRIOT Act Notice

              	
                70

              


      

    

    


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

       

    

    
      SCHEDULES AND
EXHIBITS

       

      
        	
                Schedule I

              	
                -

              	
                Disclosure
      Schedule

              
	 
      	
                -

              	
                Item 7.8

              
	 
      	
                -

              	
                Item 7.9

              
	 
      	
                -

              	
                Item 7.11

              
	 
      	
                -

              	
                Item 7.12

              
	 
      	
                -

              	
                Item 8.2.1(a)(ii)

              
	 
      	
                -

              	
                Item 8.2.2(a)

              
	 
      	
                 

              	 
      
	
                Exhibit A

              	
                -

              	
                Note

              
	
                Exhibit B

              	
                -

              	
                Borrowing
      Request

              
	
                Exhibit C

              	
                -

              	
                [Intentionally
      Omitted]

              
	
                Exhibit D

              	
                -

              	
                Compliance
      Certificate

              
	
                Exhibit E

              	
                -

              	
                Effective
      Date Certificate

              
	
                Exhibit F

              	
                -

              	
                Intra-Group
      Agreement

              
	
                Exhibit G

              	
                -

              	
                Guaranty

              
	
                Exhibit H

              	
                -

              	
                Lender
      Assignment Agreement

              
	
                Exhibit I

              	
                -

              	
                Opinion
      of the Senior Corporate Counsel of the Borrower

              
	
                Exhibit J

              	
                -

              	
                Opinion
      of Special New York counsel to the
Borrower

              


      

       

    

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

       

    

    CREDIT
AGREEMENT

     

    THIS
CREDIT AGREEMENT is entered into as of July 17, 2008, among:

     

    
      	
              •

            	
              INGRAM
      MICRO INC., a corporation organized and existing under the laws of the
      State of Delaware, United States of America (the “Borrower”);

            


    

     

    
      	
              •

            	
              THE
      BANK OF NOVA SCOTIA (“Scotia
      Capital”), and all other financial institutions party hereto
      (together with their respective successors and permitted assigns and any
      branch or affiliate of a financial institution funding a Loan as permitted
      by Section 5.6
      as a signatory or otherwise, collectively, the “Lenders”);
      and

            


    

     

    
      	
              •

            	
              SCOTIA
      CAPITAL, as administrative agent for the Lenders (in such capacity, the
      “Administrative
      Agent”) and BNP Paribas and ABN Amro Bank N.V., as co-syndication
      agents for the Lenders (in such capacity, the “Syndication
      Agents”, and collectively with the Administrative Agent, the “Agents”).

            


    

     

    WHEREAS, the Borrower and its
Subsidiaries (such capitalized term and all other capitalized terms used herein
having the meanings provided in Section 1.1) are
engaged primarily in the business of the wholesale distribution of microcomputer
software and hardware products, multimedia products, customer financing,
assembly and configuration and other related wholesaling, distribution and
service activities; and

     

    WHEREAS, the Borrower wishes
to obtain Commitments from all the Lenders for term Loans to be made prior to
the Commitment Termination Date in an aggregate amount not to exceed the Total
Commitment Amount; and

     

    WHEREAS, the Lenders are
willing, pursuant to and in accordance with the terms of this Agreement, to
extend severally Commitments to make, in a single advance prior to the
Commitment Termination Date, Loans in an aggregate principal amount at any time
outstanding not to exceed the Total Commitment Amount; and

     

    WHEREAS, each Initial
Guarantor is, as of the date hereof, a Material Subsidiary and, consistent with
Section
8.1.9.(b), is required to, and is willing to, guarantee all Obligations
of the Borrower; and

     

    WHEREAS, the proceeds of the
Loans will be used for general corporate purposes (including refinancing
existing Indebtedness and funding working capital) of the Borrower and its
Subsidiaries;

     

    NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto agree as
follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    ARTICLE
I


     

    DEFINITIONS
AND ACCOUNTING TERMS

     

    SECTION 1.1  Defined Terms.  The
following terms when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):

     

    “Acquired Existing Debt and
Liens” means, for a period of 180 days following the acquisition or
merger of a Person by or into the Borrower or any of its Subsidiaries or the
acquisition of a business unit of a Person or the assets of a Person or business
unit of a Person by the Borrower or any of its Subsidiaries, the Indebtedness
and Liens of that Person or business unit that (a) were not incurred in
connection with that acquisition or merger and do not constitute any refinancing
of Indebtedness so incurred and (b) were in existence at the time of that
acquisition or merger.

     

    “Acquisition” means
any transaction, or any series of related transactions, by which the Borrower
and/or any of its Subsidiaries directly or indirectly (a) acquires any ongoing
business or all or substantially all of the assets of any Person or division
thereof, whether through purchase of assets, merger or otherwise, (b) acquires
(in one transaction or as the most recent transaction in a series of
transactions) control of at least a majority in ordinary voting power of the
securities of a Person which have ordinary voting power for the election of
directors of such Person or (c) otherwise acquires control of a more than 50%
ownership interest in any Person.

     

    “Act” is defined in
Section
11.18.

     

    “Additional Funding
Date” is defined in Section
2.3.

     

    “Additional Funding
Lender” is defined in Section
2.3.

     

    “Additional Permitted
Liens” means, as of any date (a) Liens securing Indebtedness and not
described in clauses
(a) through (m) of Section 8.2.2, but
only to the extent that (i) the sum of the Amount of Additional Liens on that
date plus the amount of cash and cash equivalents or investments subject to
Liens permitted by clause (c) of this
definition on that date does not exceed 10% of Consolidated Tangible Assets on
that date and, (ii) the Borrower is otherwise in compliance with Section 8.2.1(b)(i),
(b) Liens constituting Acquired Existing Debt and Liens on that date and (c)
Liens on cash and cash equivalents or investments (and the deposit or other
accounts to which such cash and cash equivalents and investments are credited)
securing obligations under any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest rate, currency exchange rate or commodity price hedging agreement but
only to the extent that the sum of the Amount of Additional Liens on that date
plus the amount of such cash and cash equivalents or investments on that date
does not exceed 10% of Consolidated Tangible Assets on that date.

     

    “Administrative Agent”
is defined in the preamble and includes each other Person as shall have
subsequently been appointed as the successor Administrative Agent pursuant to
Section 10.4.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    “Affiliate” of any
Person means any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person (excluding any trustee
under, or any committee with responsibility for administering, any
Plan).  A Person shall be deemed to be controlled by any other Person
if such other Person possesses, directly or indirectly, power (a) to vote, in
the case of any Lender Party, 10% or more or, in the case of any other Person,
35% or more, of the securities (on a fully diluted basis) having ordinary voting
power for the election of directors or managing general partners, or (b) in the
case of any Lender Party or any other Person, to direct or cause the direction
of the management and policies of such Person whether by contract or
otherwise.

     

    “Affiliate
Transaction” is defined in Section 8.2.6.

     

    “Agents” is defined in
the preamble.

     

    “Agreement” means this
Credit Agreement, as amended, supplemented, restated or otherwise modified from
time to time in accordance with its terms.

     

    “Amount of Additional
Liens” means, at any date, the aggregate principal amount of Indebtedness
secured by Additional Permitted Liens on such date.

     

    “Applicable Margin”
means, for any Loan (a) for any day during the period from and including the
Effective Date, through and including the last day of the Fiscal Period ending
on the Saturday nearest September 30, 2008, 1.25% per annum and (b) for any day
thereafter, the rate per annum determined in accordance with the following
procedure:

     

    (1)           If
the Pricing Level set forth opposite the Leverage Ratio is the same as the
Pricing Level set forth opposite the applicable Credit Rating, then the
Applicable Margin for that Pricing Level shall be the Applicable
Margin.

     

    (2)           If
the Pricing Level set forth opposite the Leverage Ratio differs by one Pricing
Level from the Pricing Level set forth opposite the applicable Credit Rating,
then the Applicable Margin for the lower numbered Pricing Level of the two shall
be the Applicable Margin.

     

    (3)           If
the Pricing Level set forth opposite the Leverage Ratio differs by more than one
Pricing Level from the Pricing Level set forth opposite the applicable Credit
Rating, then the Applicable Margin shall be determined by reference to the
Pricing Level that is numerically one Pricing Level below the higher numbered of
the two applicable Pricing Levels.

    
      


      
        	
                Pricing
      Level

              	
                Credit
      Rating

              	
                Leverage
      Ratio

              	
                Applicable
      Margin

                for

                Libo
      Rate Loans

              
	
                Level
      I

              	
                Higher
      than or equal to BBB+ or Baa1

              	
                Less
      than 0.50

              	
                0.90%

              


      

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Pricing
      Level

            	
              Credit
      Rating

            	
              Leverage
      Ratio

            	
              Applicable
      Margin

              for

              Libo
      Rate Loans

            
	
              Level
      II

            	
              BBB
      or Baa2

            	
              Greater
      than or equal to 0.50, but less than 1.00

            	
              1.00%

            
	
              Level
      III

            	
              BBB-
      or Baa3

            	
              Greater
      than or equal to 1.00, but less than 2.00

            	
              1.10%

            
	
              Level
      IV

            	
              BB+
      or Ba1

            	
              Greater
      than or equal to 2.00, but less than 3.00

            	
              1.25%

            
	
              Level
      V

            	
              BB
      or Ba2

            	
              Greater
      than or equal to 3.00, but less than 3.50

            	
              1.50%

            
	
              Level
      VI

            	
              Lower
      than or equal to BB- or Ba3

            	
              Greater
      than or equal to 3.50

            	
              1.75%

            


    

     

    Any change
in the Applicable Margin as a result in a change in the Credit Rating assigned
by either S&P or Moody’s will be effective as of the day subsequent to the
date on which S&P or Moody’s, as the case may be, releases the applicable
change in its Credit Rating.

     

    If the
Credit Ratings assigned by S&P and Moody’s fall into different Pricing
Levels, then the applicable Pricing Level shall be determined by reference to
the lower of the two Credit Ratings.

     

    Subject to
Section 4.4,
the applicable Leverage Ratio shall be the Leverage Ratio for the Fiscal Period
most recently ended prior to such day for which financial statements and reports
have been received by the Administrative Agent pursuant to Section 8.1.1(a)
or (b), as set
forth in (and effective upon delivery by the Borrower to the Administrative
Agent of) the related new Compliance Certificate pursuant to Section 8.1.1(d).

     

    Notwithstanding
the foregoing, (i) for so long as an Event of Default has occurred and is
continuing the applicable Pricing Level shall be Level VI and (ii) if the
Borrower shall fail to deliver a Compliance Certificate required to be delivered
pursuant to Section 8.1.1(d)
within 60 days after the end of any of its fiscal quarters (or within 90 days,
in the case of the last fiscal quarter of its Fiscal Year), the applicable
Pricing Level from and including the 61st (or 91st, as the case may be) day
after the end of such fiscal quarter (or Fiscal Year, as the case may be) to but
not including the date the Borrower delivers to the Administrative Agent a
quarterly Compliance Certificate shall be Level VI.

     

    “Applicable Time”
means New York City time.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    “Authorized Person”
means those officers or employees of each Obligor whose signatures and
incumbency shall have been certified to the Administrative Agent pursuant to
Section 6.1.1.

     

    “Board Representation
Agreement” means the Board Representation Agreement dated as of
November 6, 1996 and amended as of June 1, 2001, March 12, 2002 and May 30,
2002, among the Borrower and the “Family Stockholders”
(as defined therein) listed on the signature pages thereof, as it was in effect
on May 30, 2002 (it being understood that such Agreement is no longer in effect
and is being identified solely for purposes of identifying those Persons who
constitute the “Family Stockholders” for purposes of the definition of “Change
in Control”).

     

    “Borrower” is defined
in the preamble.

     

    “Borrowing” means a
group of Loans, all made on the same day and having the same Interest Period,
whether by the Initial Lenders pursuant to Section 2.1 or by one
or more Additional Funding Lenders pursuant to Section
2.3.

     

    “Borrowing Request”
means a notice of borrowing and certificate duly completed and executed by an
Authorized Person of the Borrower, substantially in the form of Exhibit B attached
hereto.

     

    “Business Day” means
any day which is neither a Saturday or Sunday nor a legal holiday on which banks
are authorized or required to be closed in London or in New York
City.

     

    “Capitalized Lease
Liabilities” of any Person means, at any time, any obligation of such
Person at such time to pay rent or other amounts under a lease of (or other
agreement conveying the right to use) real and/or personal property, which
obligation is, or in accordance with GAAP (including FASB Statement 13) is
required to be, classified and accounted for as a capital lease on a balance
sheet of such Person at the time incurred; and for purposes of this Agreement
the amount of such obligation shall be the capitalized amount thereof determined
in accordance with such FASB Statement 13.

     

    “Change in Control”
means the occurrence of either (a) any Person or two or more Persons
(excluding the Family Stockholders (as defined in the Board Representation
Agreement)) acting in concert shall have acquired beneficial ownership (within
the meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (or any successor regulation)) of
capital stock of the Borrower having more than 30% of the ordinary voting power
of all capital stock of the Borrower then outstanding; or (b) at any time during
any period of 25 consecutive calendar months commencing on or after the date of
this Agreement, a majority of Board of Directors of the Borrower shall no longer
be composed of individuals (i) who were members of such Board of Directors on
the first day of such period, (ii) whose election or nomination to such Board of
Directors was approved by individuals referred to in clause (b)(i)
above constituting at the time of such election or nomination at least a
majority of such Board of Directors or (iii) whose election or nomination to
such Board of Directors was approved by individuals referred to in clause (b)(i) or
(b)(ii) above
constituting at the time of such election or nomination at least a majority of
such Board of Directors.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    “Change in Control
Notice” is defined in Section
4.1.2.

     

    “Code” means the U.S.
Internal Revenue Code of 1986, as amended and as in effect from time to time,
and any rules and regulations promulgated thereunder.

     

    “Commitment” means,
relative to each Lender, its obligation under Section 2.1(a) to
make Loans.

     

    “Commitment Termination
Date” means the 90th day
following the Effective Date, or the earlier date of termination in whole of the
Commitments pursuant to Section 2.2, 9.2 or 9.3.

     

    “Compliance
Certificate” means a report duly completed, with substantially the same
information as set forth in Exhibit D
attached hereto, as such Exhibit D may be
amended, supplemented, restated or otherwise modified from time to
time.

     

    “consolidated” and any
derivative thereof each means, with reference to the accounts or financial
reports of any Person, the consolidated accounts or financial reports of such
Person and each Subsidiary of such Person determined in accordance with GAAP,
including principles of consolidation consistent with those applied in the
preparation of the consolidated financial statements of the Borrower referred to
in Section 7.6.

     

    “Consolidated Assets”
means, at any date, the total assets of the Borrower and its Consolidated
Subsidiaries that would be reflected on a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as at such date in accordance with
GAAP.

     

    “Consolidated EBITDA”
means, for any period, Consolidated Income (or Loss) from Operations for such
period adjusted by adding thereto (a) the amount of all amortization of
intangibles, depreciation and any other non-cash charges that were deducted in
arriving at Consolidated Income (or Loss) from Operations for such period and
(b) without duplication, the amount of Non-Recurring Restructuring Charges
recorded in accordance with GAAP during such period; provided that the
amount of Non-Recurring Restructuring Charges added pursuant to clause (b) may not
exceed $50,000,000 in any four consecutive Fiscal Periods.

     

    “Consolidated Funded
Debt” means, as at any date, the total of all Funded Debt of the Borrower
and its Consolidated Subsidiaries outstanding on such date, after eliminating
all offsetting debits and credits between the Borrower and its Consolidated
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of the Borrower and its
Consolidated Subsidiaries in accordance with GAAP.

     

    “Consolidated Income (or
Loss) from Operations” means, for any period, the amount of “income or
loss from operations” (or any substituted or replacement line item) reflected on
a consolidated statement of income of the Borrower and its Consolidated
Subsidiaries for such period in accordance with GAAP.

     

    “Consolidated Interest
Charges” means, for any period, the sum (without duplication) of the
following (in each case, eliminating all offsetting debits and credits between
the Borrower and its Consolidated Subsidiaries and all other items required to
be eliminated in the course of 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    the
preparation of consolidated financial statements of the Borrower and its
Consolidated Subsidiaries in accordance with GAAP):

     

    (a)     aggregate
Net Interest Expense for such period plus, to the extent not deducted in
determining Consolidated Net Income for such period, the amount of all interest
previously capitalized or deferred that was amortized during such period;
plus

     

    (b)     all
debt discount and expense amortized or required to be amortized in the
determination of Consolidated Net Income for such period; plus

     

    (c)     all
attributable interest, fees in lieu of interest and “losses on sales of
receivables” (or any substituted or replacement line item) reflected on a
consolidated statement of income of the Borrower and its Consolidated
Subsidiaries for such period, in each case associated with any securitization
program by the Borrower or any of its Consolidated Subsidiaries.

     

    “Consolidated
Liabilities” means, at any date, the sum of all obligations of the
Borrower and its Consolidated Subsidiaries that would be reflected on a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at such date in accordance with GAAP.

     

    “Consolidated Net
Income” means, for any period, the consolidated net income of the
Borrower and its Consolidated Subsidiaries as reflected on a consolidated
statement of income of the Borrower and its Consolidated Subsidiaries for such
period in accordance with GAAP.

     

    “Consolidated Retained
Receivables” means, at any date, the face amount (calculated in Dollars
but net of any amount allocated to the relevant Trade Accounts Receivable with
respect to any reserve or similar allowance for doubtful payment) of all Trade
Accounts Receivable of the Borrower and its Consolidated Subsidiaries
outstanding as at such date (including the amount of “retained interest in
securitized receivables” (or any substituted or replacement line item) that
would be reflected on a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries at such date, it being agreed for the avoidance of
doubt that Consolidated Retained Receivables shall not include any Consolidated
Transferred Receivables).

     

    “Consolidated Stockholders’
Equity” means, at any date, the remainder of (a) Consolidated Assets as
at such date, minus (b) Consolidated Liabilities as at such date.

     

    “Consolidated
Subsidiary” means any Subsidiary whose financial statements are required
in accordance with GAAP to be consolidated with the consolidated financial
statements delivered by the Borrower from time to time in accordance with Section 8.1.1.

     

    “Consolidated Tangible
Assets” means, at any date, the remainder of (a) the Consolidated Assets
as at the end of the most recently ended Fiscal Period for which financial
statements have been delivered pursuant to Section 8.1.1, minus
(b) the Intangible Assets of the Borrower and its Consolidated Subsidiaries as
of such last day.

     

    “Consolidated Tangible Net
Worth” means, at any date, the remainder of (a) Consolidated
Stockholders’ Equity as at the end of the most recently ended Fiscal Period for
which financial statements have been delivered pursuant to Section 8.1.1 plus
the accumulated 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    after-tax
amount of non-cash charges and adjustments to income and Consolidated
Stockholders’ Equity attributable to employee stock options and stock purchases
through the last day of such Fiscal Period, minus (b) goodwill and other
Intangible Assets of the Borrower and its Consolidated Subsidiaries as at such
last day.

     

    “Consolidated Transferred
Receivables” means, at any date, the face amount (calculated in Dollars
but net of any amount allocated by the Borrower or any of its Consolidated
Subsidiaries to the relevant Trade Accounts Receivable with respect to any
reserve or similar allowance for doubtful payment) of all Trade Accounts
Receivable (or an undivided interest in a specified amount thereof) originally
payable to the account of the Borrower or any of its Consolidated Subsidiaries,
which have not been discharged at such date and in respect of which the
Borrower’s or any such Consolidated Subsidiary’s rights and interests have, on
or prior to such date, been sold, assigned or otherwise transferred, in whole or
in part, to any Person other than the Borrower or any of its Consolidated
Subsidiaries (either directly or by way of such Person holding an undivided
interest in a specified amount of Trade Accounts Receivable sold, assigned or
otherwise transferred to a trust), it being agreed for avoidance of doubt that
(a) the determination of whether Trade Accounts Receivable (or an undivided
interest in a specified amount thereof) have been sold, assigned or otherwise
transferred, in whole or in part, shall be made on the basis of the form of such
sale, assignment or transfer and not on GAAP and (b) the amount of any such
Trade Accounts Receivable that are Consolidated Transferred Receivables shall be
net of the amount, if any, of Consolidated Retained Receivables determined with
respect thereto.

     

    “Contingent Liability”
means any agreement, undertaking or arrangement (including any partnership,
joint venture or similar arrangement) by which any Person guarantees, endorses
or otherwise becomes or is contingently liable (by direct or indirect agreement,
contingent or otherwise) to provide funds for payment, to supply funds to, or
otherwise to invest in, a debtor, or obligation or any other liability of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the shares of any other person, if the primary purpose or intent thereof by the
Person incurring the Contingent Liability is to provide assurance to the obligee
of such obligation of another Person that such obligation of such other Person
will be paid or discharged, or that any agreements relating thereto will be
complied with, or that the holders of such obligation will be protected (in
whole or in part) against loss in respect thereof.  The amount of any
Person’s obligation under any Contingent Liability shall be deemed to be the
lower of (a) the outstanding principal or face amount of the debt, obligation or
other liability guaranteed thereby and (b) the maximum amount for which such
Person may be liable pursuant to the terms of the instrument embodying such
Contingent Liability, unless such obligation and the maximum amount for which
such Person may be liable are not stated or determinable, in which case the
amount of such Contingent Liability shall be such Person’s maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

     

    “Controlled Group”
means all members of a controlled group of corporations and all members of a
controlled group of trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

      “Coordination Center”
means Ingram Micro Coordination Center B.V.B.A.

    

     

    “Cost of Funds” means,
for the Administrative Agent or any Lender, as the case may be, its cost, from
whatever source it reasonably selects, of funds in respect of any expenditure or
funding by it or in respect of maintaining any Loan, as the case may
be.

     

    “Cost of Funds Rate
Loan” means, for any Lender, any Loan bearing interest at an annual rate
equal to the sum of (a) the Applicable Margin for that Loan plus (b) such
Lender’s Cost of Funds.

     

    “Credit Commitment
Amount” means, relative to any Lender at any time, such Lender’s
Percentage multiplied by the then Total Commitment Amount as in effect at such
time.

     

    “Credit Rating” means
a statistical rating assigned by S&P and Moody’s to the Borrower’s long-term
senior unsecured debt and either published or otherwise evidenced in writing by
the applicable rating agency and made available to the Administrative Agent,
including both “express” and “indicative” or “implied” (or equivalent)
ratings.

     

    “Default” means any
Event of Default or any condition, occurrence or event which, after notice or
lapse of time or both, would constitute an Event of Default.

     

    “Designated Additional
Loans” is defined in Section
2.3.

     

    “Disclosure Schedule”
means the Disclosure Schedule attached hereto as Schedule I, as
the same may be amended, supplemented or otherwise modified from time to time by
the Borrower with the consent of the Administrative Agent and the Required
Lenders.

     

    “Dollar” and the sign
“$” each means
the lawful currency of the United States.

     

    “Effective Date” is
defined in Section 11.8.

     

    “Effective Date
Certificate” means a certificate duly completed and executed by an
Authorized Person of the Borrower, substantially in the form of Exhibit E
attached hereto.

     

    “Eligible Assignee”
means any Person that, on the date that it is to become a Lender under this
Agreement, is (i) a Lender or (ii) any one of the following (in each case, with
the prior written consent of the Administrative Agent and (so long as no Event
of Default exists at that time) the Borrower, in each case such consent not to
be unreasonably withheld or delayed (it being understood that in the case of an
assignment or transfer to a bank or financial institution pursuant to clause (a) below to
which the Borrower must consent, the Borrower may take into account, among other
things, the creditworthiness of that bank or financial institution and the
holding company, if any, by which it is owned):

     

    (a)     a
bank or financial institution that at that time has (or is owned by a holding
company that on a consolidated basis has) combined capital and surplus (as
established in its most recent report of condition to its primary regulator) of
not less than $250,000,000 (or its equivalent in foreign currency);

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    (b)     a
commercial bank that at that time (i) is organized under the laws of the United
States or any State thereof, (ii) has outstanding unsecured indebtedness that is
rated A- or better by S&P or A3 or better by Moody’s (or an equivalent
rating by another nationally recognized statistical rating agency of similar
standing if such corporations are no longer in the business of rating unsecured
indebtedness of entities engaged in such businesses) and (iii) has combined
capital and surplus (as established in its most recent report of condition to
its primary regulator) of not less than $250,000,000 (or its equivalent in
foreign currency);

     

    (c)     a
commercial bank that at that time (i) is organized under the laws of
(A) any other country that is a member of the Organization for Economic
Cooperation and Development or has concluded special lending arrangements with
the International Monetary Fund associated with its General Arrangements to
Borrow or any country that is a member of the European Community, or (B)
political subdivision of any such country, (ii) has (unless the Borrower
otherwise agrees) outstanding unsecured indebtedness that is rated A- or better
by S&P or A3 or better by Moody’s (or an equivalent rating by another
nationally recognized statistical rating agency of similar standing if such
corporations are no longer in the business of rating unsecured indebtedness of
entities engaged in such businesses) and (iii) has combined capital and surplus
(as established in its most recent report of condition to its primary regulator)
of not less than $250,000,000 (or its equivalent in foreign
currency);

     

    (d)     the
central bank of any country that at that time (i) is a member of the
Organization for Economic Cooperation and Development, (ii) has (unless the
Borrower otherwise agrees) outstanding unsecured indebtedness that is rated A-
or better by S&P or A3 or better by Moody’s (or an equivalent rating by
another nationally recognized statistical rating agency of similar standing if
such corporations are no longer in the business of rating unsecured indebtedness
of entities engaged in such businesses) and (iii) has combined capital and
surplus (as established in its most recent report of condition to its primary
regulator) of not less than $250,000,000 (or its equivalent in foreign
currency); or

     

    (e)      solely
during the occurrence and continuance of an Event of Default, a finance company,
insurance company, or other financial institution or fund (whether a
corporation, partnership, or other entity) that at that time is engaged
generally in making, purchasing, and otherwise investing in commercial loans in
the ordinary course of its business;

     

    so long
as, in the case of any Person described in clauses (a) through
(e) above, it
must also at that time be in respect of payments by the Borrower, entitled to
receive payments hereunder free and clear of and without deduction for or on
account of any United States federal income taxes.

     

    “Environmental Laws”
means any and all applicable statutes, laws, ordinances, codes, rules,
regulations and binding and enforceable guidelines (including consent decrees
and administrative orders binding on any Obligor or any of their respective
Subsidiaries), in each case as now or hereafter in effect, relating to human
health and safety, or the regulation or protection of the environment, or to
emissions, discharges, releases or threatened releases of 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    pollutants,
contaminants, chemicals or toxic or hazardous substances or wastes into the
indoor or outdoor environment, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, chemicals or toxic or hazardous substances
or wastes issued (presently or in the future) by any national, federal, state,
provincial, territorial, or local authority in any jurisdiction in which any
Obligor or any of their respective Subsidiaries is conducting its
business.

     

    “Equity Issuance”
means (a) any issuance or sale by the Borrower or any of its Consolidated
Subsidiaries after the Effective Date of (i) any of its capital stock, (ii) any
warrants or options exercisable in respect of its capital stock (other than any
warrants or options issued to directors, officers or employees of the Borrower
or any of its Consolidated Subsidiaries pursuant to employee benefit plans
established in the ordinary course of business and any capital stock of the
Borrower issued upon the exercise of such warrants or options) or (iii) any
other security or instrument representing an equity interest (or the right to
obtain any equity interest) in the Borrower or any of its Subsidiaries or
(b) the receipt by the Borrower any of its Subsidiaries after the Effective
Date of any capital contribution; provided that Equity
Issuance shall not include (x) any such issuance or sale by any Subsidiary of
the Borrower to the Borrower or any wholly owned Subsidiary of the Borrower or
(y) any capital contribution by the Borrower or any wholly owned Subsidiary of
the Borrower to any Subsidiary of the Borrower.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute of similar import, together with the rules and regulations promulgated
thereunder, in each case as in effect from time to time.  References
to sections of ERISA also refer to any successor sections.

     

    “Eurocurrency
Liabilities” has the meaning assigned to that term in Regulation D of the
F.R.S. Board, as in effect from time to time.

     

    “Event of Default” is
defined in Section 9.1.

     

    “Existing Credit
Agreement” means that certain US $275,000,000 Credit Agreement dated as
of August 23, 2007, among, inter alia, the Borrower,
various financial institutions as lenders, Bank of America, N.A., as the
syndication agent and Scotia Capital, as the administrative agent, as amended
from time to time.

     

    “FASB” means the
Financial Accounting Standards Board.

     

    “Fee Letter” means the
letter agreement dated as of June 17, 2008, between Scotia Capital and the
Borrower relating to certain fees to be paid in connection with this
Agreement.

     

    “Fiscal Period” means
a fiscal period of the Borrower or any of its Subsidiaries, which shall be
either a calendar quarter or an aggregate period comprised of three consecutive
periods of four weeks and five weeks (or, on occasion, six weeks instead of
five), currently commencing on or about each January 1, April 1, July 1 or
October 1.

     

    “Fiscal Year” means,
with respect to any Person, the fiscal year of such Person.  The term
Fiscal Year, when used without reference to any Person, shall mean a Fiscal Year
of the Borrower, which currently ends on the Saturday nearest December
31.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

       

    

    “Floor Plan
Obligation” means, with respect to any Person, an obligation owed by such
Person arising out of arrangements whereby a third party makes payments for the
account of such Person directly or indirectly to a trade creditor of such Person
in respect of Trade Payables of such Person.

     

    “Floor Plan Support
Obligation” means any obligation, contingent or otherwise, of any Person
(the “Obligor”) in favor of another Person in respect of Floor Plan Obligations
held by the other Person that arise in connection with sales of goods or
services by the Obligor or its Affiliates.

     

     “Foreign Subsidiary”
means any Subsidiary of the Borrower that is not domiciled in the United
States.

     

    “F.R.S. Board” is
defined in Section 7.16.

     

    “Funded Debt” means,
with respect to any Person, the sum (without duplication) of (i) all
Indebtedness of such Person, (ii) Consolidated Transferred Receivables and (iii)
the aggregate amount of Total Reimbursement Obligations that are more than 3
days past due; provided that, for
purposes of determining the “Applicable Margin”, the definition of Funded Debt
used to determine the Leverage Ratio shall include, in lieu of clause (iii) above,
all Letter of Credit Outstandings (as defined in, and as calculated under, the
Existing Credit Agreement).

     

    “GAAP” is defined in
Section 1.4.

     

    “Guarantor” means each
Initial Guarantor and each other Subsidiary of the Borrower as shall from time
to time become a Guarantor in accordance with Section 8.1.9.

     

    “Guaranty” means a
guaranty, substantially in the form of the Exhibit G
attached hereto, duly executed and delivered by an Authorized Person of each
Guarantor, as amended, supplemented, restated, or otherwise modified from time
to time.

     

    “Hazardous Material”
means (a) any pollutant or contaminant or hazardous, dangerous or toxic
chemical, material or substance that is presently or hereafter becomes defined
as or included in the definition of “hazardous
substances,” “hazardous wastes,”
“hazardous
materials,” “extremely hazardous
wastes,” “restricted hazardous
wastes,” “toxic
substances,” “toxic pollutants,”
“contaminants,”
“pollutants,”
or terms of similar import within the meaning of any Environmental Law, or (b)
any other chemical or other material or substance, exposure to which is
presently or hereafter prohibited, limited or regulated under any Environmental
Law.

     

    “herein,” “hereof,” “hereto,” “hereunder” and
similar terms contained in this Agreement or any other Loan Document refer to
this Agreement or such other Loan Document, as the case may be, as a whole and
not to any particular Article, Section, clause, paragraph or provision of this
Agreement or such other Loan Document.

     

    “Impermissible
Qualifications” means, relative to the opinion of certification of any
independent public accountant engaged by the Borrower as to any financial
statement of the Borrower and its Consolidated Subsidiaries, any qualification
or exception to such opinion or certification:

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

    

    (a)     which
is of a “going concern” or similar nature;

     

    (b)     which
relates to the limited scope of examination of matters relevant to such
financial statement; or

     

    (c)     which
relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment
to such item the effect of which would be to cause the Borrower to be in default
of any of its obligations under Section 8.2.3 or
8.2.8;

     

    provided that (i)
qualifications relating to pre-acquisition balance sheet accounts of Person(s)
acquired by the Borrower or any of its Subsidiaries and (ii) statements of
reliance in the auditor’s opinion on another accounting firm (so long as such
other accounting firm has a national reputation in the applicable country and
such reliance does not pertain to the Borrower) shall not be deemed an
Impermissible Qualification.

     

    “including” and “include” mean
including without limiting the generality of any description preceding such
term.

     

    “Indebtedness” of any
Person means and includes the sum of the following (without
duplication):

     

    (a)      all
obligations of such Person for borrowed money, all obligations evidenced by
bonds, debentures, notes, investment repurchase agreements or other similar
instruments, and all securities issued by such Person providing for mandatory
payments of money, whether or not contingent;

     

    (b)     all
obligations of such Person pursuant to revolving credit agreements or similar
arrangements to the extent then outstanding;

     

    (c)     all
obligations of such Person to pay the deferred purchase price of property or
services, except (i) trade accounts payable arising in the ordinary course of
business, (ii) other accounts payable arising in the ordinary course of business
in respect of such obligations the payment of which has been deferred for a
period of 270 days or less, (iii) other accounts payable arising in the ordinary
course of business none of which shall be, individually, in excess of $200,000,
and (iv) a lessee’s obligations under leases of real or personal property
not required to be capitalized under FASB Statement 13;

     

    (d)     all
obligations of such Person as lessee under Capitalized Lease Liabilities or
Synthetic Leases;

     

    (e)     all
obligations of such Person to purchase securities (or other property) which
arise out of or in connection with the sale of the same or substantially similar
securities or property excluding any such sales or exchanges for a period of
less than 45 days;

     

    (f)     all
obligations, contingent or otherwise, with respect to the stated amount of
letters of credit, whether or not drawn, issued for the account of such Person
to support

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    the
Indebtedness of any Person other than the Borrower or a Subsidiary of the
Borrower, and bankers’ acceptances issued for the account of such
Person;

     

    (g)     all
Indebtedness of others secured by a Lien of any kind on any asset of such
Person, whether or not such Indebtedness is assumed by such Person; provided that the
amount of any Indebtedness attributed to any Person pursuant to this clause (g) shall
be limited, in each case, to the lesser of (i) the fair market value of the
assets of such Person subject to such Lien and (ii) the amount of the other
Person’s Indebtedness secured by such Lien; and

     

    (h)      all
guarantees, endorsements and other Contingent Liabilities of such Person in
respect of any of the foregoing;

     

    provided that it is
understood and agreed that the following are not “Indebtedness”:

     

    (i)     obligations
to pay the deferred purchase price for the acquisition of any business (whether
by way of merger, sale of stock or assets or otherwise), to the extent that such
obligations are contingent upon attaining performance criteria such as earnings
and such criteria shall not have been achieved;

     

    (ii)    obligations
to repurchase securities issued to employees pursuant to any Plan or other
contract or arrangement relating to employment upon the termination of their
employment or other events;

     

    (iii)    obligations
to match contributions of employees under any Plan;

     

    (iv)   guarantees
of any Obligor or any of their respective Subsidiaries that are guarantees of
performance, reclamation or similar bonds or, in lieu of such bonds, letters of
credit used for such purposes issued in the ordinary course of business for the
benefit of any Subsidiary of the Borrower, which would not be included on the
consolidated financial statements of any Obligor; and

     

    (v)    Trade
Payables.

     

    “Indemnified
Liabilities” is defined in Section 11.4.

     

    “Indemnified Parties”
is defined in Section 11.4.

     

    “Initial Guarantors”
means Ingram Micro Management Company, a California corporation, Ingram Micro
Asia Holdings Inc., a California corporation, and Ingram Micro SB Inc., a
California corporation, each of which shall execute and deliver a Guaranty on or
prior to the Effective Date as required by Section 6.1.3.

     

    “Initial Lenders”
means the Lenders as of the date of the initial Borrowing pursuant to Section
2.1.

     

    “Intangible Assets”
means, with respect to any Person, that portion of the book value of the assets
of such Person which would be treated as intangibles under GAAP, including all
items such as goodwill, trademarks, trade names, brands, trade secrets, customer
lists, copyrights, 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    patents,
licenses, franchise conversion rights and rights with respect to any of the
foregoing and all unamortized debt or equity discount and expenses.

     

    “Intercompany
Transfer” means the purchase or acquisition by the Borrower or any
Subsidiary of the Borrower of property or assets of the Borrower or any
Subsidiary of the Borrower, provided that (i)
such purchase or acquisition satisfies the requirements of Section 8.2.6 and
(ii) no Event of Default has occurred and is continuing at the time of such
purchase or acquisition or would occur after giving effect thereto.

     

    “Interest Period”
means, for any LIBO Rate Loan, the period beginning on the date on which such
Loan is made or continued and ending on the 23rd day of
the month next following the date on which such Loan was made or continued;
provided
that:

     

    (a)     if
the 23rd day of
a month is not a Business Day, the Interest Period shall end on the next
following Business Day (unless such next following Business Day falls in the
next calendar month, in which case such Interest Period shall end on the first
Business Day preceding such 23rd day);
and

     

    (b)     no
Interest Period for any Loan may end later than the Maturity Date.

     

    Interest
shall accrue from and including the first day of an Interest Period to but
excluding the last day of such Interest Period.

     

    “Intra-Group
Agreement” means, collectively, any Intra-Group Agreement, substantially
in the form of Exhibit F
attached hereto (i) duly executed and delivered on or prior to the Effective
Date by Authorized Persons of the Borrower and each Initial Guarantor and (ii)
executed and delivered by any additional Guarantors if and when required by
Section 8.1.10,
in each case as amended, supplemented, restated or otherwise modified from time
to time.

     

    “Joint Lead Arrangers”
means Scotia Capital and BNP Paribas.

     

    “Lenders” is defined
in the preamble
and also includes Additional Funding Lenders pursuant to Section
2.3.

     

    “Lender Assignment
Agreement” means a Lender Assignment Agreement substantially in the form
of Exhibit H
attached hereto.

     

    “Lender Party” means
any of the Lenders, the Agents and (for purposes only of Section 11.4)
the Joint Lead Arrangers.

     

    “Lending Office”
means, for any Lender, its Lending Office designated beside its signature below,
designated in a Lender Assignment Agreement to which it is a party, or
designated in a notice to the Administrative Agent and the Borrower from time to
time and at any time.

     

    “Leverage Ratio” means
the ratio of (a) Consolidated Funded Debt on the last day of any Fiscal Period
to (b) Consolidated EBITDA for the period of four Fiscal Periods ending on the
last day of such Fiscal Period.

     

    
      
        
        

      

      
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    “LIBO Rate” means, for
any Interest Period for a Borrowing, an annual interest rate (rounded to five
decimal places) determined by the Administrative Agent to be
either:

     

    (a)     the
London interbank offered rate for deposits in Dollars, at approximately 11:00
a.m., London time, two Business Days before the first day of that Interest
Period for a term comparable to that Interest Period, determined by the British
Bankers Association as the London Interbank Offered Rate for deposits in Dollars
and published at Reuters Screen LIBOR01 Page or any successor publication,
agreed upon by the parties hereto, that reports British Bankers Association
rates; or

     

    (b)     if
no such display rate is then available, the average of the rates at which
deposits of Dollars in immediately available funds are offered to each Reference
Lender’s principal office in the London interbank market at or about 11:00 a.m.,
London time, two Business Days prior to the beginning of such Interest Period
for delivery on the first day of such Interest Period, and in an amount
approximately equal to the amount of each such Reference Lender’s Loan that is
part of that Borrowing (or, if the Reference Lender is not making a Loan as part
of such Borrowing, equal to $5,000,000) and for a period approximately equal to
such Interest Period.

     

    “LIBO Rate Loan” means
a Loan bearing interest at a rate determined by reference to the LIBO
Rate.

     

    “LIBOR Reserve
Percentage” means, for any Lender, relative to any Interest Period for
Loans, the reserve percentage (expressed as a decimal) equal to the maximum
aggregate reserve requirements (including all basic, emergency, supplement,
marginal and other reserves and taking into account any transitional adjustments
or other scheduled changes in reserve requirements) specified under regulations
issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including Eurocurrency Liabilities having a term
approximately equal or comparable to such Interest Period.

     

    “Lien” means any
security interest, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or otherwise), charge against, valid
claim on or interest in property to secure payment of a debt or performance of
an obligation or other priority or preferential arrangement of any kind or
nature whatsoever (including, without limitation, (a) the lien or retained
security title of a conditional vendor and (b) under any agreement for the sale
of Trade Accounts Receivable (or an undivided interest in a specified amount of
such Trade Accounts Receivable), the interest of the purchaser (or any assignee
of such purchaser which has financed the relevant purchase) in a percentage of
receivables of the seller not so sold, held by the purchaser (or such assignee)
as a reserve for (i) interest rate protection in the event of a liquidation of
the receivables sold, (ii) expenses that would be incurred upon a liquidation of
the receivables sold, (iii) losses that might be incurred in the event the
amount actually collected from the receivables sold is less than the amount
represented in the relevant receivables purchase agreement as collectible, or
(iv) any similar purpose (but excluding the interest of a trust in such
receivables to the extent that the beneficiary of such trust is the Borrower or
a Subsidiary of the Borrower)).

     

    “Loan” means a loan
made by an Initial Lender pursuant to Section 2.1 or by an
Additional Funding Lender pursuant to Section
2.3.

     

    
      
        
        

      

      
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    “Loan Document” means
this Agreement, each Note (if any), each Borrowing Request, the Intra-Group
Agreement, each Guaranty, the most recently delivered Compliance Certificate
(specifically excluding any other Compliance Certificate previously delivered),
and any other agreement, document, or instrument (excluding any documents
delivered solely for the purpose of satisfaction disclosure requirements or
requests for information) required in connection with this Agreement or the
making or maintaining of any Loan and delivered by an Authorized
Person.

     

    “Margin Stock” means
“margin stock,”
as such term is defined and used in Regulation U.

     

    “Material Adverse
Effect” means a material adverse effect on the ability (whether
financial, legal or otherwise) of the Obligors to comply with their obligations
(future or otherwise) under this Agreement.

     

    “Material Asset
Acquisition” (a) means the purchase or other acquisition (in one
transaction or a series of related transactions) from any Person of property or
assets, the aggregate purchase price of which (calculated in Dollars) paid in
cash or property (other than property consisting of equity shares or interests
or other equivalents of corporate stock of, or partnership or other ownership
interests in, any Obligor), equals or exceeds 25% of the sum (calculated without
giving effect to such purchase or acquisition) of (i) Consolidated Funded Debt
(determined as at the end of the then most recently ended Fiscal Period), plus
(ii) Consolidated Stockholders’ Equity (determined as at the end of the then
most recently ended Fiscal Period), plus (iii) any increase thereof attributable
to any equity offerings or issuances of capital stock occurring subsequent to
the end of such Fiscal Period and before any such purchase or acquisition, but
(b) does not mean an Intercompany Transfer.

     

    “Material Subsidiary”
means:

     

    (a)     with
respect to any Subsidiary of the Borrower as of the date of this Agreement, a
Subsidiary of the Borrower that, as of any date of determination, either
(i) on an average over the three most recently preceding Fiscal Years
contributed at least 5% to Consolidated Net Income or (ii) on an average at the
end of the three most recently preceding Fiscal Years owned assets constituting
at least 5% of Consolidated Assets; and

     

    (b)     with
respect to any Subsidiary of the Borrower organized or acquired subsequent to
the date of this Agreement, a Subsidiary of the Borrower that as
of:

     

    (i)      the
date it becomes a Subsidiary of the Borrower, would have owned (on a pro forma
basis if such Subsidiary had been a Subsidiary of the Borrower at the end of the
preceding Fiscal Year) assets constituting at least 5% of Consolidated Assets at
the end of the Fiscal Year immediately prior to the Fiscal Year in which it is
organized or acquired; or

     

    (ii)     any
date of determination thereafter, either (A) on an average over the three most
recently preceding Fiscal Years (or, if less, since the date such Person became
a Subsidiary of the Borrower) contributed at least 5% to Consolidated Net Income
or (B) on an average at the end of the three (or, if less, such number of Fiscal
Year-ends as have occurred since such Person became a 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

       

    

    Subsidiary
of the Borrower) most recently preceding Fiscal Years owned assets constituting
at least 5% of Consolidated Assets;

     

    provided that Ingram
Funding Inc. and any other special purpose financing vehicle shall not be
Material Subsidiaries.

     

    “Maturity Date” means
the earliest to occur of:

     

    (a)     August
23, 2012; and

     

    (b)     the
date on which the Obligations become due and payable pursuant to Section 9.2 or
9.3.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Net Interest Expense”
means, for any applicable period, the aggregate interest expense of the Borrower
and its Consolidated Subsidiaries (including imputed interest on Capitalized
Lease Liabilities) deducted in determining Consolidated Net Income for such
period, net of interest income of the Borrower and its Consolidated Subsidiaries
included in determining Consolidated Net Income for such applicable
period.

     

    “Non-Compliance
Period” is defined in Section
8.2.4(b).

     

    “Non-Exempt U.S.
Person” means any Lender Party who is a “United States person” within the
meaning of Section 7701(a)(30) of the Code other than a Lender Party who is an
exempt recipient (including a corporation or a financial institution) as
determined under the provisions of Treas. Reg. § 1.6049-4(c)(1)(ii) unless the
communications with such Lender Party are mailed by the Borrower or the
Administrative Agent to an address in a foreign country.

     

    “Non-Recurring Restructuring
Charges” means, for any period, the aggregate non-recurring restructuring
charges recorded in accordance with GAAP by the Borrower and its Consolidated
Subsidiaries during such period with respect to either Acquisitions or the 2005
North American outsourcing and optimization program described in the April 11,
2005 Press Release of the Borrower.

     

    “Note” means a
promissory note of the Borrower, payable to a Lender that has requested it under
Section 4.1,
substantially in the form of Exhibit A
attached hereto (as such promissory note may be amended, endorsed, or otherwise
modified from time to time), evidencing the aggregate Indebtedness of the
Borrower to such Lender resulting from outstanding Loans, together with all
other promissory notes accepted from time to time in substitution therefor or
renewal thereof.

     

    “Obligations” means,
individually and collectively (a) the Loans and (b) all other indebtedness,
liabilities, obligations, covenants and duties of the Borrower owing to the
Agents or the Lenders of every kind, nature and description, under or in respect
of this Agreement or any of the other Loan Documents including, without
limitation, any fees, whether direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

       

    

    “Obligors” means,
collectively, the Borrower and the Guarantors.

     

    “Organic Documents”
means, relative to any Obligor, any governmental filing or proclamation pursuant
to which such Person shall have been created and shall continue in existence
(including a charter or certificate or articles of incorporation or
organization) and its by-laws (or, if applicable, partnership or operating
agreement) and all material shareholder agreements, voting trusts and similar
arrangements to which such Obligor is a party that are applicable to the voting
of any of its authorized shares of capital stock (or, if applicable, other
ownership interests therein).

     

    “Participant” is
defined in Section 11.11.2.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation and any entity succeeding to any or all of
its functions under ERISA.

     

    “Pension Plan” means a
“pension plan,” as such term is defined in Section 3(2) of ERISA, which is
subject to Title IV of ERISA (other than a multiemployer plan as defined in
Section 4001(3) of ERISA), and to which any Obligor or any corporation,
trade or business that is, along with Obligor, a member of a Controlled Group,
may have liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five years, or by reason of being deemed to be a
contributing sponsor within the meaning of Section 4069 of
ERISA.

     

    “Percentage” of any
Lender means in the case of (a) each Lender which is a signatory to this
Agreement, the percentage set forth opposite such Lender’s signature hereto
under the caption “Percentage,” subject
to any modification necessary to give effect to (i) any sale, assignment or
transfer made pursuant to Section 11.11.1
or (ii) any Designated Additional Loans made pursuant to Section 2.3 or (b)
any Transferee Lender, effective upon the occurrence of the relevant purchase
by, or assignment to, such Transferee Lender, the portion of the Percentage of
the selling, assigning or transferring Lender allocated to such Transferee
Lender.

     

    “Person” means any
natural person, company, partnership, firm, limited liability company or
partnership, association, trust, government, government agency or any other
entity, whether acting in an individual, fiduciary or other
capacity.

     

    “Plan” means any
Pension Plan or Welfare Plan.

     

    “Quarterly Payment
Date” means the 23rd day of
February, May, August and November of each calendar year or, if any such day is
not a Business Day, the next succeeding Business Day (unless such next
succeeding Business Day falls in the next calendar month, in which case such
Quarterly Payment Date shall be the first Business Day preceding such 23rd
day).

     

    “Reference Lenders”
means Scotia Capital and BNP Paribas.

     

    “Reference Rate”
means, at any time, an annual interest rate equal to the sum of (a) the
Applicable Margin for Loans at that time (unless already included in the rate
determined under clause (b) following)
plus (b) the rate determined by the Administrative Agent to be the higher of
either:

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

       

    

    (i)     the
rate on the relevant base amount or overdue amount (before the date due, if
principal), as the case may be and to the extent applicable (the “relevant amount”);
or

     

    (ii)     the
rate that would have been payable if the relevant amount constituted a Loan for
successive interest periods of such duration as the Administrative Agent may
determine (each a “designated interest
period”).

     

    Such rate
in clause (b) above
shall be determined on each Business Day or the first day of, or two Business
Days before the first day of, the designated interest period, as appropriate,
and otherwise determined in accordance with the definition of LIBO Rate or, if
not available, determined by reference to the cost of funds to the
Administrative Agent from whatever source it reasonably selects.

     

    “Regulation U” is
defined in Section 7.16.

     

    “Regulation X” is
defined in Section 7.16.

     

    “Regulatory Change”
means any change after the date hereof in any (or the promulgation after the
date hereof of any new):

     

    (a)     law
applicable to any class of banks (of which any Lender Party is a member) issued
by (i) any competent authority in any country or jurisdiction, or (ii) any
competent international or supra-national authority; or

     

    (b)     regulation,
interpretation, directive or request (whether or not having the force of law)
applicable to any class of banks (of which any Lender Party is a member) of any
court, central bank or governmental authority or agency charged with the
interpretation or administration of any law referred to in clause (a) of
this definition or of any fiscal, monetary or other authority having
jurisdiction over any Lender Party.

     

    “Release” means a
“release,” as
such term is defined in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended and as in effect from time to time (42
United States Code § 9601 et seq.), and any rules
and regulations promulgated thereunder.

     

    “Required Lenders”
means (a) at any time at or after the time the initial Borrowing has been made
pursuant to Section
2.1, those Lenders holding more than 50% of the total Loans of all of the
Lenders at that time, and (b) at any time before then, those Lenders whose
Percentages total more than 50% at that time.

     

    “Required Quarterly Payment
Amount” means, initially, $3,125,000; if on any date any Designated
Additional Loans are made, then for each Quarterly Payment Date following such
date such amount shall be increased to an amount that bears the same proportion
to the Required Quarterly Payment Amount then applicable as (a) the aggregate
outstanding principal amount of Loans after giving effect to such Designated
Additional Loans bears to (b) the aggregate outstanding principal amount of
Loans before giving effect to such Designated Additional Loans.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

       

    

    “Restricted Payment”
is defined in Section
8.2.4(a).

     

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

     

    “Scotia Capital” is
defined in the preamble.

     

    “Securitization
Default” is defined in Section
9.1.10.

     

    “Securitization Financing
Amount” means, in respect of any Securitization Default, the principal
equivalent of the outstanding amount of financing being provided to the Borrower
and its Consolidated Subsidiaries under the related Trade Accounts Receivable
securitization program, determined in accordance with general accepted financial
practices.

     

    “Settlement Date” is
defined in Section
4.1.2.

     

    “Subject Lender” is
defined in Section 5.12.

     

    “Subsidiary” means,
with respect to any Person, any corporation, company, partnership or other
entity of which more than 50% of the outstanding shares or other ownership
interests having by the terms thereof ordinary voting power to elect a majority
of the board of directors of, or other persons performing similar functions for,
such corporation, company, partnership or other entity (irrespective of whether
at the time shares or other ownership interests of any other class or classes of
such corporation, company, partnership or other entity shall or might have
voting power upon the occurrence of any contingency) is at the time directly or
indirectly owned by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person.

     

    “Syndication Agents”
is defined in the preamble and includes each other Person as shall have
subsequently been appointed as a successor Syndication Agent pursuant to Section 10.4.

     

    “Synthetic Lease”
means, as applied to any Person, any lease (including leases that may be
terminated by the lessee at any time) of any property (whether real, personal or
mixed) (a) that is not a capital lease in accordance with GAAP and (b) in
respect of which the lessee retains or obtains ownership of the property so
leased for federal income tax purposes, other than any such lease under which
that Person is the lessor.

     

    “Tax Payment” is
defined in Section 5.7.

     

    “Tax Refund” is
defined in Section 5.7.

     

    “Taxes” is defined in
Section 5.7.

     

    “Total Commitment
Amount” means, at any time, $250,000,000, as such amount may be reduced
from time to time pursuant to Section 2.2.

     

    “Total Indebtedness of
Subsidiaries” means, at any date, the aggregate of all Indebtedness on
such date of all the Subsidiaries of the Borrower, without duplication and after
eliminating all 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    offsetting
debits and credits between each of such Subsidiaries or between such a
Subsidiary and the Borrower and all other items required to be eliminated in
accordance with GAAP, excluding (a) all Indebtedness of any Consolidated
Subsidiary of the Borrower outstanding on March 29, 2008, or incurred pursuant
to any commitment or line of credit in its favor in effect on March 29, 2008,
and any renewals or replacements thereof, so long as such renewals or
replacements do not increase the amount of such Indebtedness or such commitments
or lines of credit and (b) any Indebtedness of Ingram Funding Inc. or any other
special purpose financing vehicle incurred in connection with their purchase,
directly or indirectly, from the Borrower or any of the Borrower’s other
Consolidated Subsidiaries, of Trade Accounts Receivable or interests
therein.

     

    “Total Reimbursement
Obligations” means, at any date, all obligations of the Borrower or any
of its Subsidiaries to reimburse any issuer with respect to a disbursement under
a letter of credit issued on behalf of the Borrower or any such Subsidiary, in
each case that have ceased to be contingent upon a drawing under the related
letter of credit.

     

    “Trade Accounts
Receivable” means, with respect to any Person, all rights of such Person
to the payment of money arising out of any sale, lease or other disposition of
goods or rendition of services by such Person.

     

    “Trade Payables”
means, with respect to any Person, (a) any accounts payable or any other
indebtedness or monetary obligation to trade creditors created, assumed or
guaranteed by such Person or any of its Subsidiaries arising in the ordinary
course of business in connection with the acquisition of goods or services or
(b) such Person's Floor Plan Obligations and Floor Plan Support
Obligations.

     

    “Transferee Lender” is
defined in Section 11.11.1.

     

    “Treasury” means
Ingram Micro Europe Treasury LLC.

     

    “United States” or
“U.S.” means
the United States of America, its fifty States, and the District of
Columbia.

     

    “Voting Stock” means,
(a) with respect to a corporation, the stock of such corporation the holders of
which are ordinarily, in the absence of contingencies, entitled to elect members
of the board of directors (or other governing body) of such corporation, (b)
with respect to any partnership, the partnership interests in such partnership
the owners of which are entitled to manage the affairs of the partnership or
vote in connection with the management of the affairs of the partnership or the
designation of another Person as the Person entitled to manage the affairs of
the partnership, and (c) with respect to any limited liability company, the
membership interests in such limited liability company the owners of which are
entitled to manage the affairs of such limited liability company or entitled to
elect managers of such limited liability company (it being understood that, in
the case of any partnership or limited liability company, “shares” of Voting
Stock shall refer to the partnership interests or membership interests therein,
as the case may be).

     

    “Welfare Plan” means a
“welfare plan,”
as such term is defined in Section 3(l) of ERISA.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

       

    

    SECTION 1.2  Use of Defined
Terms.  Unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Agreement shall have
such meaning as when used in the Disclosure Schedule and in each Borrowing
Request, each other Loan Document, and each notice and other communication
delivered from time to time in connection with this Agreement or any other Loan
Document.

     

    SECTION 1.3  Cross-References.  Unless
otherwise specified, references in this Agreement and in each other Loan
Document to any Article, Section, clause or definition are references to
such clause or definition of this Agreement or such other Loan Document, as
the case may be, and, unless otherwise specified, references in any Article,
Section, clause or definition to any section are references to such section
of such Article, Section, clause or definition.

     

    SECTION 1.4  Accounting and Financial
Determinations.

     

    (a)     Unless
otherwise specified, all accounting terms used herein or in any other Loan
Document shall be interpreted, and all accounting determinations and
computations hereunder or thereunder (including under Section 8.2.3)
shall be made, in accordance with those U.S. generally accepted accounting
principles (“GAAP”) as applied in
the preparation of the financial statements of the Borrower and its Consolidated
Subsidiaries included in its annual report on Form 10-K for the Fiscal Year
ended December 29, 2007; provided, that the
financial statements required to be delivered pursuant to clauses (a) and (b) of Section 8.1.1
shall be prepared in accordance with GAAP as in effect from time to time and the
quarterly financial statements required to be delivered pursuant to clause (b) of
Section 8.1.1
are not required to contain footnote disclosures required by GAAP and shall be
subject to ordinary year-end adjustments.

     

    (b)     If,
after the date hereof, there shall be any change to the Borrower’s Fiscal Year,
or any modification in GAAP used in the preparation of the 2007 financial
statements (whether such modification is adopted or imposed by FASB, the
American Institute of Certified Public Accountants or any other professional
body) which changes result in a change in the method of calculation of financial
covenants, standards or terms found in this Agreement, the parties hereto agree
promptly to enter into negotiations in order to amend such financial covenants,
standards or terms so as to reflect equitably such changes, with the desired
result that the evaluations of the Borrower’s financial condition shall be the
same after such changes as if such changes had not been made; provided that until
the parties hereto have reached a definitive agreement on such amendments, the
Borrower’s financial condition shall continue to be evaluated on the same
principles as those used in the preparation of the financial
statements.

     

    SECTION 1.5  Calculations.  All
calculations made for purposes of this Agreement, each other Loan Document, and
the transactions contemplated by them shall be made to two decimal places except
as otherwise specifically stated in this Agreement or any other Loan
Document.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

       

    

    ARTICLE
II


     

    COMMITMENTS,
ETC.

     

    SECTION 2.1  Commitments.  On the
terms and subject to the conditions of this Agreement (including Article VI), each
Lender severally agrees that it will make a single loan to the Borrower on any
Business Day occurring prior to the Commitment Termination Date in an amount
equal to such Lender’s Percentage of the aggregate amount of the Borrowing to be
made on such Business Day, all in accordance with Section 3.1;
provided that
no Lender shall be required to make any Loan in excess of its Credit Commitment
Amount.  If the aggregate amount of the Borrowing on such date shall
be less than the Total Commitment Amount, the unused portion of the Total
Commitment Amount shall thereupon be cancelled without further action by any
Person.  Amounts borrowed under this Section 2.1 and
repaid or prepaid may not be reborrowed.

     

    SECTION 2.2  Reductions of the Total Commitment
Amount.  The Borrower may, from time to time on any Business
Day prior to the date of the initial Borrowing hereunder, voluntarily reduce the
Total Commitment Amount; provided
that:

     

    (a)      ll
such reductions shall require at least three and not more than five Business
Days’ irrevocable prior notice to the Administrative Agent and shall be
permanent, and any partial reduction thereof shall be in a minimum amount of
$5,000,000 and in an integral multiple of $1,000,000 (or, if less, in an amount
equal to the Total Commitment Amount at such time); and

     

    (b)      Once
so reduced, the Total Commitment Amount may not be increased.

     

    SECTION 2.3  Designated Additional
Loans.  From time to time, so long as no Default has occurred
and is continuing, the Borrower may notify the Administrative Agent that the
Borrower wishes, on the terms and subject to the conditions contained in this
Agreement, to obtain additional loans, in addition to the Loans made pursuant to
Section 2.1,
from the Lenders and/or other Persons (each of which must be an Eligible
Assignee) not then a party to this Agreement (“Designated Additional
Loans”), provided that the
cumulative amount of the Designated Additional Loans may not exceed
$100,000,000.  Such notice shall specify (A) the date (each, an “Additional Funding
Date”) on which the Borrower proposes that the Designated Additional
Loans shall be made, which must be a Business Day (i) on or after the date on
which the initial Borrowing under this Agreement occurs pursuant to Section 2.1 and (ii)
at least three Business Days after the date of such notice, and (B) the identity
of each Lender or Eligible Assignee that has agreed to provide a Designated
Additional Loan and become a party to this Agreement, together with the amount
of its Designated Additional Loan (each, an “Additional Funding
Lender”).  Such notice shall in addition contain the statements
and other information required in a Borrowing Request.  Nothing
contained in this Section 2.3 or
otherwise in this Agreement is intended to commit any Lender or any Agent to
provide any Additional Designated Loan, but otherwise no consent from any Lender
or Agent shall be required, whether pursuant to Section 11.1 or
otherwise, for any increase in the outstanding principal amount of the Loans
pursuant to this Section
2.3.  On or before 2:30 p.m., Applicable Time, on the
Additional Funding Date, and subject to compliance with the terms of Section 6.2, each
Additional Funding 

     

    
      
        
        

      

      
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    Lender
shall deposit with the Administrative Agent (to an account specified by the
Administrative Agent for such purpose) same day funds in an amount equal to such
Additional Funding Lender’s Designated Additional Loan, and to the extent funds
are received from an Additional Funding Lender, the Administrative Agent shall
make such funds available to the Borrower by wire transfer of same day funds to
the accounts that the Borrower shall have specified in its notice of such
Designated Additional Loans.  No Additional Funding Lender’s
commitment to make a Designated Additional Loan shall be affected by any other
Additional Funding Lender’s failure to make its Designated Additional
Loan.  On the Additional Funding Date, (i) the Percentages of the
respective Lenders and Additional Funding Lenders shall be appropriately
adjusted, and (ii) the Borrower and any Additional Funding Lender that is not
already a Lender shall execute and deliver any additional Notes or other
amendments or modifications to this Agreement or any other Loan Document as the
Administrative Agent may reasonably request.  Any fees payable in
respect of any Loans provided for in this Section 2.3
shall be as agreed to by the Borrower and the Administrative
Agent.  Any Designated Additional Loan pursuant to this Section 2.3 (i) shall
reduce the amount of additional Loans that may be requested under this Section 2.3 pro tanto and (ii)
shall be in a minimum principal amount of $5,000,000 and integral multiples of
$1,000,000.

     

    ARTICLE
III


     

    PROCEDURES
FOR LOANS

     

    SECTION
3.1  Borrowing Procedures.

     

    (a)      On
any Business Day occurring on or prior to the Commitment Termination Date, the
Borrower may irrevocably request the Borrowing to be made pursuant to Section 2.1 by
delivering, on or prior to 1:00 p.m., Applicable Time, not less than three nor
more than five Business Days before the date of such proposed Borrowing, a
Borrowing Request to the Administrative Agent.  Upon the receipt of
such Borrowing Request, the Administrative Agent shall give prompt notice
thereof to each Lender on the same day such Borrowing Request is
received.  On the terms and subject to the conditions of this
Agreement, such Borrowing shall be made on the Business Day specified in such
Borrowing Request.  On or before 2:30 p.m., Applicable Time, on such
Business Day, each Lender shall deposit with the Administrative Agent (to an
account specified by the Administrative Agent to each Lender from time to time)
same day funds in an amount equal to such Lender’s Percentage of the requested
Borrowing.

     

    (b)     To
the extent funds are received from the Lenders (except as otherwise provided in
Section 10.2),
the Administrative Agent shall make such funds available to the Borrower by wire
transfer of same day funds to the accounts the Borrower shall have specified in
its Borrowing Request.  No Lender’s obligation to make any Loan shall
be affected by any other Lender’s failure to make any Loan.

     

    (c)     Unless
otherwise expressly provided, all Loans shall be LIBO Rate Loans.

     

    
      
        
        

      

      
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    ARTICLE
IV


     

    PRINCIPAL,
INTEREST, AND FEE PAYMENTS

     

    SECTION 4.1  Loan Accounts, Notes, Payments, and
Prepayments.  The Loans shall be evidenced by one or more loan
accounts or records maintained by the Administrative Agent which loan accounts
or records shall be conclusive evidence, absent manifest error, of the amount of
Loans and the interest and principal payments thereon.  Any failure to
so record or any error in doing so shall not, however, limit or otherwise affect
the Obligations of the Borrower under the Loan Documents to pay any amount owing
with respect to the Obligations.  Upon the request of any Lender made
at any time through the Administrative Agent, the Borrower shall promptly
execute and deliver to that Lender a Note to evidence Loans made by that Lender
to the Borrower.

     

    SECTION
4.1.1  Repayments and
Prepayments of Loans.

     

    (a)      he
Borrower may, from time to time on any Business Day, make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of Loans;
provided
that:

     

    (i)      
any such prepayment of any Loan shall be allocated to each Lender pro rata
according to such Lender’s Percentage of the Loans so prepaid;

     

    (ii)      any
such prepayment of any Loan made on any day other than the last day of the
Interest Period then applicable to such Loan shall be subject to Section 5.4;

     

    (iii)     all
such voluntary prepayments shall require irrevocable prior notice to the
Administrative Agent of at least three but no more than five Business
Days;

     

    (iv)     all
such voluntary prepayments shall, if other than a prepayment in whole, be in an
aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000;
and

     

    (v)    
 each such prepayment shall be applied to satisfy the remaining scheduled
principal repayments in chronological order.

     

    (b)     On
each Quarterly Payment Date commencing on November 23, 2009 and continuing
through and including May 23, 2012, the Borrower shall make a mandatory
repayment of the Loans in an aggregate principal amount equal to the Required
Quarterly Payment Amount; and

     

    (c)     On
the Maturity Date, the Borrower shall repay in full the unpaid principal amount
of all outstanding Loans.

     

    SECTION
4.1.2  Change in
Control.  Promptly, and in any event within two Business Days,
following a Change in Control or, in the case of a “Change in Control” of the
type 

     

    
      
        
        

      

      
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    described
in clause (a)
of such definition, within two Business Days following the date on which the
Borrower or any other Obligor is provided with the relevant Schedule 13D or
Schedule 13G filing, the Borrower shall provide notice (a “Change in Control
Notice”) thereof to the Administrative Agent (which the Administrative
Agent shall promptly distribute to the Lenders) which notice shall
(i) describe such event in reasonable detail and (ii) offer to prepay
all outstanding Loans of each Lender, which prepayment shall occur (referred to
as the “Settlement
Date”) on or before the 30th
Business Day following such Change in Control Notice.  In such Change
in Control Notice, the Borrower may request that the Lenders waive such right to
prepayment and continue as a Lender hereunder.  Any Lenders which, in
their sole and absolute discretion, determine to continue in such capacities
hereunder (by notice to the Borrower no later than the 10th
Business Day before such Settlement Date) shall continue to provide loans in an
amount equal to their respective Commitment, as in effect immediately prior to
such Change in Control.  Lenders that do not consent to continue as
Lenders hereunder shall have all their respective commitments cancelled,
regardless of the percentage of consenting Lenders or all such Lenders
outstanding Loans shall be repaid, no later than the Settlement
Date.  On or promptly following the Settlement Date, the
Administrative Agent shall distribute to the Borrower and the Lenders a schedule
of the Percentages after giving effect to the foregoing.  The
resulting Commitment of any Lender agreeing to waive its right of prepayment
following a Change in Control shall be binding on such Lender, notwithstanding
that the previously existing Total Commitment Amount may have been reduced as a
result of the foregoing terms.

     

    SECTION 4.2  Interest
Provisions.  Each Loan shall bear interest from and including
the day when made until (but not including) the day such Loan shall be paid in
full, and such interest shall accrue and be payable in accordance with this
Section 4.2.

     

    SECTION
4.2.1  Rates.  Subject to
Sections 4.2.2
and 5.1, each
Loan shall bear an annual rate of interest, during each Interest Period
applicable thereto, equal to the sum of (i) the LIBO
Rate for such Interest Period plus (ii) the Applicable Margin.

     

    SECTION
4.2.2  Post-Maturity
Rates.  After the date any principal amount of any Loan is due
and payable (whether at the Maturity Date, upon acceleration or otherwise), or
after any other monetary Obligation of the Borrower shall have become due and
payable, the Borrower shall pay, but only to the extent permitted by law,
interest (after as well as before judgment) on such amounts at an annual rate
equal to the Reference Rate plus 2%.

     

    SECTION
4.2.3  Continuation.  On
the last day of each Interest Period applicable to a LIBO Rate Loan, such LIBO
Rate Loan shall automatically, without the requirement of any notice from the
Borrower, be continued with an Interest Period beginning on such last day and
ending as determined pursuant to the definition of Interest Period.

     

    SECTION
4.2.4  Payment
Dates.  Interest accrued on each Loan shall be payable, without
duplication:

     

    (a)     on
the Maturity Date;

     

    (b)     on
the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan (but only on the principal amount so paid or
prepaid);

     

    
      
        
        

      

      
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    (c)     in
the case of LIBO Rate Loans, on the last day of each applicable Interest Period;
and

     

    (d)     on
that portion of any Loans which is accelerated pursuant to Section 9.2 or
9.3,
immediately upon such acceleration.

     

    Interest
accrued on Loans or other monetary Obligations arising under this Agreement or
any other Loan Document after the date such Loans or other Obligations are due
and payable (whether on the Maturity Date, upon acceleration or otherwise) shall
be payable upon demand.

     

    SECTION
4.2.5  Interest Rate
Determination.  The Administrative Agent and, if and when
applicable, the Reference Lenders shall, in accordance with each of their
customary practices, attempt to determine the relevant interest rates applicable
to each Loan requested to be made pursuant to each Borrowing Request (or notice
of Designated Additional Loans) duly completed and delivered by the Borrower,
and, if and when applicable, each Reference Lender agrees to furnish the
Administrative Agent timely information for the purpose of determining the LIBO
Rate.  If any Reference Lender fails, if and when applicable, to
timely furnish such information to the Administrative Agent for any such
interest rate, the Administrative Agent shall determine such interest rate on
the basis of the information shared by the other Reference Lender.

     

    SECTION
4.2.6  Additional
Interest on Loans.  For so long as the cost to a Lender of
making or maintaining its LIBO Rate Loans is increased as a result of any
imposition or modification after the date of this Agreement of any reserve
required to be maintained by such Lender against Eurocurrency Liabilities (or
any other category of liabilities which includes deposits by reference to which
the interest rate on Loans is determined or any category of extensions of credit
or other assets which includes loans by a non-United States office of such
Lender to United States residents), then such Lender may require the Borrower to
pay, contemporaneously with each payment of interest on any of its LIBO Rate
Loans, additional interest on such Loan of such Lender at a rate per annum up to
but not exceeding the excess of (i) (A) the applicable LIBO Rate divided by
(B) one minus the LIBOR Reserve Percentage over (ii) the applicable LIBO
Rate.  Any Lender wishing to require payment of such additional
interest shall so notify the Borrower and the Administrative Agent (which notice
shall set forth the amount (as determined by such Lender) to which such Lender
is then entitled under this Section 4.2.6
(which amount shall be consistent with such Lender’s good faith estimate of the
level at which the related reserves are maintained by it and which determination
shall be conclusive and binding for all purposes, absent demonstrable error) and
shall be accompanied by such information as to the computation set forth therein
as the Borrower may reasonably request), in which case such additional interest
on the LIBO Rate Loans of such Lender shall be payable on the last day of each
Interest Period thereafter (commencing with the Interest Period beginning at
least three Business Days after the giving of such notice) to such Lender at the
place indicated in such notice.  Each Lender that receives any payment
in respect of increased costs pursuant to this Section 4.2.6 shall
promptly notify the Borrower of any change with respect to such costs which
affects the amount of additional interest payable pursuant to this section in
respect thereof.

     

    
      
        
        

      

      
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    SECTION 4.3  Fees.  The Borrower
agrees to pay the fees applicable to it set forth in this Section 4.3.  All
such fees shall be nonrefundable and shall be paid in Dollars to the
Administrative Agent at its office specified for such purpose on the signature
pages hereof.

     

    SECTION
4.3.1  Administration
Fees.  The Borrower agrees to pay directly to the
Administrative Agent, for its own account, an annual administration fee in the
amounts and on the dates set forth in the Fee Letter.

     

    SECTION
4.3.2  Commitment
Fee.  The Borrower agrees to pay to the Administrative Agent
for the account of each Lender (including, any portion thereof when the Lenders
may not extend any Credit Extensions by reason of the inability of the Borrower
to satisfy any condition of Section 6.1 or 6.2) for each day
during the period commencing on the Effective Date and continuing through and
including the date the initial Borrowing is made hereunder, a commitment fee to
each Lender on the unused portion of its Credit Commitment Amount on such day at
a rate of 0.25% per annum.

     

    SECTION 4.4  Rate and Fee
Determinations.  Interest on each Loan shall be computed on the
basis of a year consisting of 360 days and fees shall be computed on the basis
of a year consisting of 365 or 366 days, as the case may be, in each case paid
for the actual number of days elapsed, calculated as to each period from and
including the first day thereof to but excluding the last day
thereof.  All determinations by the Administrative Agent of the rate
of interest payable with respect to any Loan shall be conclusive and binding in
the absence of demonstrable error.  The Borrower acknowledges that the
Lenders have agreed to the amount of the Applicable Margin payable under the
Loan Documents based upon, among other things, the delivery by the Obligors
pursuant to Section
8.1.1 of accurate and actual reporting of results of operation, and that
the financial covenant ratios set forth in a Compliance Certificate shall only
be treated by the Lenders as presumptive evidence of such actual
results.  If the actual Leverage Ratio for any period is higher than
that set forth in a Compliance Certificate for such period, then the amount of
interest owing for such period shall be established by reference to the actual
Leverage Ratio , and not the ratio set forth in the Compliance
Certificate.  Promptly, and in any event within thirty days, following
the earlier of (i) the Borrower’s receipt of a notice from the Administrative
Agent pursuant to this clause or (ii) the Borrower’s knowledge that the Leverage
Ratio for a particular period was higher than that reported in the Compliance
Certificate for such period, the Borrower shall pay to the Administrative Agent
all unpaid interest for such period based upon the actual Leverage
Ratio.  In no event shall the Lenders be required to rebate interest
paid by the Borrower, and the payment of incremental interest and fees pursuant
to this clause shall not impair (and is without limitation of) the other rights
and remedies of the Lenders under the Loan Documents.

     

    ARTICLE
V


     

    CERTAIN
PAYMENT PROVISIONS

     

    SECTION 5.1  Illegality; Currency
Restrictions.  If, as the result of any Regulatory Change, any
Lender shall determine (which determination shall, in the absence of
demonstrable error, be conclusive and binding on the Borrower), that it is
unlawful for such Lender to make any Loan or continue any Loan previously made
by it hereunder in respect of the LIBO Rate, as the case may be, the obligations
of such Lender to make any such Loan or continue any such Loan in respect of the
LIBO Rate, as 

     

    
      
        
        

      

      
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    the case
may be, shall, upon the giving of notice thereof to the Administrative Agent and
the Borrower, forthwith be suspended and the Borrower shall, if requested by
such Lender and if required by such Regulatory Change, on such date as shall be
specified in such notice, prepay to such Lender in full all of such Loans or
convert all of such Loans into a Cost of Funds Rate Loan that is not unlawful,
in each case on the last day of the Interest Period applicable thereto (unless
otherwise required by applicable law) and without any penalty whatsoever (but
subject to Section
5.4); provided
that such Lender shall make as Cost of Funds Loans all Loans that such
Lender would otherwise be obligated to make Loans at the LIBO Rate and convert
into or continue as Cost of Funds Loans all Loans that such Lender would
otherwise be required to convert into or continue as Loans at the LIBO Rate, in
each case during the period any such suspension is effective.  Such
suspension shall continue to be effective until such Lender shall notify the
Administrative Agent and the Borrower that the circumstances causing such
suspension no longer exist, at which time the obligations of such Lender to make
any such Loan or continue any Loan, as the case may be, shall be
reinstated.

     

    SECTION 5.2  Deposits
Unavailable.

     

    (a)     If,
before the date on which all or any portion of any Loan bearing interest in
respect of the LIBO Rate is to be made, maintained, or continued the
Administrative Agent shall have determined (which determination shall be
conclusive and binding), with respect to that Loan that:

     

    (i)       deposits
in Dollars in the relevant amount and for the relevant Interest Period are not
available, if and when applicable, to either of the Reference Lenders in the
relevant market, or

     

    (ii)      by
reason of circumstances affecting the London interbank market adequate means do
not exist for ascertaining the interest rate applicable under this Agreement in
respect of the relevant LIBO Rate,

     

    then, upon
notice from the Administrative Agent to the Borrower and the Lenders, the
obligations of the Lenders to make or continue any Loan bearing interest in
respect of the LIBO Rate under Sections 3.1 and
4.2.3 shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer
exist.

     

    (b)     If
a notification under this Section 5.2
applies to a Loan which is outstanding then, notwithstanding any other provision
of this Agreement:

     

    (i)       within
five Business Days of receipt of the notification, the Borrower and the
Administrative Agent shall enter into negotiations for a period of not more than
30 days with a view to agreeing an alternative basis for determining the rate of
interest and/or funding applicable to that Loan at the end of its applicable
Interest Period;

     

    
      
        
        

      

      
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    (ii)      any
alternative basis agreed under clause (i) above
shall be, with the prior consent of all the Lenders, binding on all of the
Obligors and Lender Parties;

     

    (iii)      if
no alternative basis is agreed, each Lender shall (through the Administrative
Agent) certify on or before the last day of the Interest Period to which the
notification relates an alternative basis for maintaining its participation in
that Loan;

     

    (iv)     any
such alternative basis may include an alternative method of fixing the interest
rate or alternative Interest Periods but it must reflect the cost to the Lender
of funding its participation in the Loan from whatever sources it may select
plus the Applicable Margin; and

     

    (v)      each
alternative basis so certified shall be binding on the Obligors and the
certifying Lender and treated as part of this Agreement.

     

    SECTION 5.3  Increased Loan Costs,
etc.  The Borrower agrees to reimburse each Lender within 30
days after any demand for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, maintaining, participating, issuing or extending (or of its obligation
to make, maintain, participate, issue or extend) any Loan to the extent such
increased cost or reduced amount is due to a Regulatory Change.  Such
Lender shall provide to the Administrative Agent and the Borrower a certificate
stating, in reasonable detail, the reasons for such increased cost or reduced
amount and the additional amount required fully to compensate such Lender for
such increased cost or reduced amount.  Such additional amounts shall
be payable by the Borrower directly to such Lender upon its receipt of such
notice, and such notice shall be rebuttable, presumptive evidence of the
additional amounts so owing.  In determining such amount, such Lender
shall act reasonably and in good faith and may use any method of averaging and
attribution that it customarily uses for its other borrowers with a similar
credit rating as the Borrower.  Such Lender may demand reimbursement
for such increased cost or reduced amount only for the 360-day period
immediately preceding the date of such written notice, and the Borrower shall
have liability only for such period.

     

    SECTION 5.4  Funding Losses.  If
any Lender shall incur any loss or expense (including any loss or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to make, continue, or extend any portion of the
principal amount of any LIBO Rate Loan) as a result of:

     

    (a)     any
repayment or prepayment of the principal amount of any LIBO Rate Loan on a date
other than the scheduled last day of the Interest Period whether pursuant to
Section 4.1.1 or
otherwise; or

     

    (b)     any
LIBO Rate Loan not being made in accordance with the Borrowing Request therefor
as a consequence of any action taken, or failed to be taken, by any
Obligor,

     

    
      
        
        

      

      
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    then, upon
the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for such loss or
expense.  Such written notice (which shall include calculations in
reasonable detail) shall be rebuttable presumptive evidence of the amount of any
such loss or expense that has been so incurred.

     

    SECTION 5.5  Increased Capital
Costs.  If any Regulatory Change affects or would affect the
amount of capital required or expected to be maintained by any Lender or any
Person controlling such Lender, and such Lender determines (in its sole and
absolute discretion) that the rate of return on its or such controlling Person’s
capital as a consequence of its participation in this Agreement or the making,
continuing, participating in or extending of any Loan is reduced to a level
below that which such Lender or such controlling Person could have achieved but
for the occurrence of any such circumstance, then, in any such case, upon the
Borrower’s receipt of written notice thereof from such Lender (with a copy to
the Administrative Agent), the Borrower shall pay directly to such Lender
additional amounts sufficient to compensate such Lender or such controlling
Person for such reduction in rate of return.  A statement of such
Lender as to any such additional amounts (including calculations thereof in
reasonable detail) shall be rebuttable, presumptive evidence of the additional
amounts so owing.  In determining such amount, such Lender may use any
method of averaging and attribution that it shall deem
applicable.  Such Lender may demand payment for such additional
amounts that have accrued only during the 360-day period immediately preceding
the date of such written notice and the Borrower shall have liability only for
such period.

     

    SECTION 5.6  Discretion of Lenders as to Manner of
Funding.  Notwithstanding any provision of this Agreement to
the contrary, the Lenders shall be entitled to fund and maintain their funding
of all or any part of their Loans in any manner they elect, it being understood,
however, that for the purposes of this Agreement all determinations hereunder
with respect to a Loan shall be made as if each Lender had actually funded and
maintained each Loan through its Lending Office and through the purchase of
deposits having a maturity corresponding to the maturity of such
Loan.  Any Lender may, if it so elects, fulfill any commitment or
obligation to make or maintain Loans by causing a branch or affiliate to make or
maintain such Loans; provided that, in
such event, such Loans shall be deemed for the purposes of this Agreement to
have been made by such Lender through its applicable Lending Office, and the
obligation of the Borrower to repay such Loans shall nevertheless be to such
Lender at its Lending Office and shall be deemed held by such Lender through its
applicable Lending Office, to the extent of such Loan, for the account of such
branch or affiliate.  Notwithstanding the foregoing or the fact that
different Affiliates for a Lender under this Agreement may have executed this
Agreement or the Lender Assignment Agreement by which it has become a Lender
under this Agreement, all of those Lending Offices and signatories shall be
treated under the Loan Documents as but one Lender for purposes of calculations
of Percentage, Commitment, Required Lenders, and modifications, amendments,
waivers, consents, and approvals under Section 11.1 and
other provisions of the Loan Documents.

     

    
      
        
        

      

      
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    SECTION 5.7  Taxes.

     

    (a)     All
payments by any Obligor of principal of, and interest and fees on, any Loan and
all other amounts payable hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any present or future income,
excise, stamp or franchise taxes, and other taxes, fees, duties, withholdings,
or other charges of any nature whatsoever imposed by any taxing authority with
respect to such payments, but excluding franchise taxes and taxes imposed on or
measured by any Lender Party’s gross or net income, profits, or receipts, in
each case imposed (i) by any taxing authority under the laws of which such
Lender Party is organized or in which it maintains its applicable Lending Office
or (ii) by reason of a present or former connection between the jurisdiction
imposing such tax and such Lender Party or one of its applicable lending offices
other than a connection arising solely from such Lender Party having executed,
delivered or performed its obligations under, or received payment under or
enforced, this Agreement or any of the other Loan Documents (such non-excluded
items being called “Taxes”) except to the
extent required by law.  In the event that any withholding or
deduction from any payment to be made by any Obligor hereunder is required in
respect of any Taxes pursuant to any applicable law, rule, or regulation, then
such Obligor will:

     

    (i)       pay
directly to the relevant authority the full amount required to be so withheld or
deducted;

     

    (ii)      promptly
forward to the relevant Lender Party an official receipt or other documentation
satisfactory to such Lender Party evidencing such payment to such authority;
and

     

    (iii)      pay
directly to the relevant Lender Party for its own account such additional amount
or amounts as is or are necessary to ensure that the net amount actually
received by such Lender Party will equal the full amount such Lender Party would
have received had no such withholding or deduction been required.

     

    (b)         
 Moreover, if any Taxes are directly asserted against any Lender Party with
respect to any payment received by such Lender Party hereunder, such Lender
Party may pay such Taxes and the relevant Obligor will promptly pay such
additional amounts (including any penalties, interest or expenses) as is
necessary in order that the net amount received by such Lender Party after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such Lender Party would have received had not such Taxes been
asserted.

     

    (c)          
 If the relevant Obligor fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the relevant Lender Parties entitled
thereto the required receipt or other required documentary evidence, such
Obligor shall indemnify such Lender Parties for any incremental Taxes, interest
or penalties that may become payable by any Lender Party as a result of any such
failure.

     

    (d)        
  The following provisions govern exceptions to the tax
indemnification provisions of this Section 5.7 and
related matters.

     

    
      
        
        

      

      
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    (i)       In
respect of its Loans to the Borrower, (A) each Lender Party organized under the
laws of a jurisdiction outside the United States -- on or before the date of its
execution and delivery of this Agreement (if an original signatory to this
Agreement) or the date on which it otherwise becomes a Lender Party, on or
before the date of any change in its Lending Office, and from time to time
thereafter if requested in writing by the Borrower (but only so long as and to
the extent that Lender Party remains lawfully able to do so) -- shall provide
the Borrower and the Administrative Agent with either (I) two duly completed
copies of either (1) Internal Revenue Service Form W-8BEN claiming eligibility
of such Lender Party for the benefit of an exemption from United States
withholding tax under an income tax treaty to which the United States is a party
or (2) Internal Revenue Service Form W-8ECI, or in either case an applicable
successor form, or (II) in the case of a Lender Party who is not legally
entitled to deliver either form listed in clause (i)(A), (1) a
certificate to the effect that such Lender Party is not (x) a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, (y) a “10 percent shareholder” of
the Obligor within the meaning of Section 881(c)(3)(B) of the Code or (z) a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(A) of the Code (such certificate an “Exemption
Certificate”) and (2) two duly completed copies of Internal Revenue
Service Form W-8BEN or applicable successor form and (B) each Lender Party who
is a Non-Exempt U.S. Person, on or before the date of its execution and delivery
of this Agreement (if an original signatory to this Agreement) or the date on
which it becomes a Lender Party, on or before the date of any change in its
Lending Office, and from time to time thereafter if requested in writing by the
Borrower (but only so long as that Lender Party remains lawfully able to do so),
shall provide the Borrower and the Administrative Agent with two duly completed
copies of Internal Revenue Service Form W-9.

     

    (ii)      A
Lender Party is not entitled to indemnification under this Section 5.7 with
respect to the applicable Taxes for any period during which the Lender Party has
failed to provide the Borrower and the Administrative Agent with the applicable
U.S. Internal Revenue Service form if required under clause (i) above
(unless that failure is due to a change in treaty, law, or regulation occurring
after the date on which the applicable form originally was required to be
provided or a redesignation of the Lender Party’s Lending Office at the request
of the relevant Obligor) in respect of U.S. withholding taxes.

     

    (iii)      Notwithstanding
clause (ii)
above to the contrary, if a Lender Party that is otherwise exempt from or
subject to a reduced rate of withholding tax becomes subject to United States
withholding tax because of its failure to deliver an Internal Revenue Service
form required hereunder, then the Borrower shall take such steps as that Lender
Party shall reasonably request to assist that Lender Party to recover the
applicable withholding tax.

     

    (e)     If
any Obligor pays any additional amount under this Section 5.7 (a
“Tax Payment”)
and any Lender Party or Affiliate thereof effectively obtains a refund of Tax by
reason of the Tax Payment (a “Tax Refund”) and such
Tax Refund is, in the 

     

    
      
        
        

      

      
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    reasonable
judgment of such Lender Party or Affiliate, attributable to the Tax Payment,
then such Lender Party, after receipt of such Tax Refund, shall promptly
reimburse such Obligor for such amount as such Lender Party shall reasonably
determine to be the proportion of the Tax Refund as will leave such Lender Party
(after that reimbursement) in no better or worse position than it would have
been in if the Tax Payment had not been required; provided that no
Lender Party shall be required to make any such reimbursement if it reasonably
believes the making of such reimbursement would cause it to lose the benefit of
the Tax Refund or would adversely affect in any other respect its tax
position.  Subject to the other terms hereof, any claim by a Lender
Party for a Tax Refund shall be made in a manner, order and amount as such
Lender Party determines in its sole and absolute discretion.  No
Lender Party shall be obligated to disclose information regarding its tax
affairs or computations to any Obligor, it being understood and agreed that in
no event shall any Lender Party be required to disclose information regarding
its tax position that it deems to be confidential (other than with respect to
the Tax Refund).

     

    SECTION 5.8  Payments.  All
payments by an Obligor pursuant to this Agreement or any other Loan Document,
whether in respect of principal, interest, fees or otherwise, shall be made as
set forth in this Section 5.8.

     

    SECTION
5.8.1  Loans.

     

    (a)          
All payments by an Obligor (whether in respect of principal, interest, fees or
otherwise) pursuant to this Agreement or any other Loan Document with respect to
Loans or any other amount payable hereunder shall be made by the Borrower in
Dollars.  All such payments (other than fees payable pursuant to Section 4.3,
which fees shall be paid by the Borrower to the Administrative Agent for the
account of the relevant payee, Article V, Section 11.3 or 11.4) shall be made
by the Borrower to the Administrative Agent for the account of each Lender based
upon its Percentage.  All such payments required to be made to the
Administrative Agent shall be made, without set-off, deduction or counterclaim,
not later than 1:00 p.m., Applicable Time, on the date when due, in same day or
immediately available funds, to such account as the Administrative Agent shall
specify from time to time by notice to the Borrower.  Funds received
after that time shall be deemed to have been received by the Administrative
Agent on the next succeeding Business Day.  The Administrative Agent
shall promptly remit in same day funds to each Lender its share, if any, of such
payments received by the Administrative Agent for the account of such
Lender.  Whenever any payment hereunder shall be stated to be due on a
day other than a Business Day, such payment shall, except as otherwise required
pursuant to clause (d) of
the definition of Interest Period, be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of
payment of interest or fees, as the case may be.

     

    (b)        
  In the case of any payment made pursuant to the preceding clause (a) by
the Borrower to the Administrative Agent, unless the Administrative Agent will
have received notice from the Borrower prior to the date on which any such
payment is due hereunder that the Borrower will not make such payment in full,
the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may,
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    such
assumption, cause to be distributed to each Lender on such due date an amount
equal to the amount then due to such Lender.  If the Borrower shall
not have so made such payment in full to the Administrative Agent, each Lender
shall repay to the Administrative Agent forthwith on demand any such amount
distributed to the Lender to the extent that such amount was not paid by the
Borrower to the Administrative Agent together with interest thereon, for each
day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at an annual rate equal
to the Administrative Agent’s Cost of Funds.

     

    SECTION 5.9  Sharing of
Payments.

     

    (a)         
 If any Lender Party shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on account of any
Loan (other than pursuant to the terms of Sections 5.3, 5.4, 5.5 or 5.7) in excess of its
pro rata share of payments obtained by all Lender Parties, such Lender Party
shall purchase from the other Lender Parties such participations in Loans made
by them as shall be necessary to cause such purchasing Lender Party to share the
excess payment or other recovery ratably (to the extent such other Lender
Parties were entitled to receive a portion of such payment or recovery) with
each of them; provided, however, that if all
or any portion of the excess payment or other recovery is thereafter recovered
from such purchasing Lender Party, the purchase shall be rescinded and each
Lender Party which has sold a participation to the purchasing Lender Party shall
repay to the purchasing Lender Party the purchase price to the ratable extent of
such recovery together with an amount equal to such selling Lender Party’s
ratable share (according to the proportion of (a) the amount of such selling
Lender Party’s required repayment to the purchasing Lender Party to
(b) total amount so recovered from the purchasing Lender Party) of any
interest or other amount paid or payable by the purchasing Lender Party in
respect of the total amount so recovered.

     

    (b)         
 The Borrower agrees that any Lender Party purchasing a participation from
another Lender Party pursuant to this Section 5.9 may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 5.10)
with respect to such participation as fully as if such Lender Party were the
direct creditor of the Borrower in the amount of such
participation.  If under any applicable bankruptcy, insolvency or
other similar law any Lender Party receives a secured claim in lieu of a setoff
to which this Section
5.9 applies, such Lender Party shall, to the extent practicable, exercise
its rights in respect of such secured claim in a manner consistent with the
rights of the Lender Parties entitled under this Section 5.9 to share
in the benefits of any recovery on such secured claim.

     

    SECTION 5.10  Right of
Set-off.  Upon the occurrence and during the continuance of any
Event of Default, each Lender Party 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 balances, credits,
accounts, moneys or
deposits (general or special, time or demand, provisional or final but
excluding, for the avoidance of doubt, any payment received pursuant to this
Agreement by the Administrative Agent in its capacity qua Administrative Agent
on behalf of the Lenders) at any time held and other indebtedness at any time
due and owing by such Lender Party (in any currency and at any 

     

    
      
        
        

      

      
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    branch or
office) to or for the credit or the account of any Obligor against any and all
of the Obligations of such Obligor now or hereafter existing under this
Agreement or any other Loan Document that are at such time due and owing,
irrespective of whether or not such Lender Party shall have made any demand
under this Agreement or such other Loan Document (other than any notice
expressly required hereby).  The rights of each Lender Party under
this Section 5.10 are
in addition to other rights and remedies (including other rights of set-off)
which such Lender Party may have.

     

    SECTION 5.11  Judgments, Currencies,
etc.  The obligation of each Obligor to make payment of all
Obligations in Dollars shall not be discharged or satisfied by any tender, or
any recovery pursuant to any judgment, which is expressed in or converted into
any currency other than Dollars, except to the extent such tender or recovery
shall result in the actual receipt by the recipient at the office required
hereunder of the full amount of Dollars expressed to be payable under this
Agreement or any other Loan Document.  Without limiting the generality
of the foregoing, each Obligor authorizes the Administrative Agent on any tender
or recovery in a currency other than Dollars to purchase in accordance with
normal banking procedures Dollars with the amount of such other currency so
tendered or recovered.  The obligation of each Obligor to make
payments in Dollars shall be enforceable as an alternative or additional cause
of action for the purpose of recovery in Dollars of the amount (if any) by which
such actual receipt shall fall short of the full amount of Dollars expressed to
be payable under this Agreement or any other Loan Document, and shall not be
affected by judgment being obtained for any other sums due under this Agreement
or such other Loan Document.

     

    SECTION 5.12  Replacement of
Lenders.  Each Lender hereby severally agrees that if such
Lender (a “Subject
Lender”) makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to Section 4.2.6,
5.3, 5.5, or 5.7, or if the
obligation of such Lender to make Loans is suspended pursuant to Section 5.1(a),
the Borrower may, so long as no Event of Default shall have occurred and be
continuing, replace such Subject Lender with an Eligible Assignee pursuant to an
assignment in accordance with Section 11.11.1;
provided that
(i) such Eligible Assignee shall be subject to the approval of the
Administrative Agent as required by the definition of “Eligible Assignee”, and
(ii) the purchase price paid by such designated financial institution shall be
in the amount of such Subject Lender’s Loans, together with all accrued and
unpaid interest and fees in respect thereof, plus all other amounts (including
the amounts demanded and unreimbursed under Sections 4.2.6,
5.3, 5.5, and 5.7), owing to such
Subject Lender hereunder.  Upon the effective date of such assignment,
such designated financial institution shall become a Lender for all purposes
under this Agreement and the other Loan Documents.

     

    SECTION 5.13  Change of Lending
Office.  If the Borrower or any other Obligor is required to
pay additional amounts to or for the account of any Lender Party pursuant to
Section 4.2.6,
5.3, 5.5, or 5.7, or if the
obligation of any Lender to make or continue Loans is suspended pursuant to
Section 5.1(a),
then such Lender Party will change the jurisdiction of its Lending Office if, in
the judgment of such Lender Party, such change (a) will eliminate or reduce any
such additional payment which may thereafter accrue or will avoid such
suspension and (b) is not otherwise disadvantageous to such Lender
Party.

     

    
      
        
        

      

      
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    ARTICLE
VI


     

    CONDITIONS
TO MAKING LOANS

     

    SECTION 6.1  Initial Loans.  The
obligation of each Lender to make its Loans pursuant to Section 2.1 shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 6.1.

     

    SECTION
6.1.1  Resolutions,
etc.  The Administrative Agent will have received from each
Obligor a certificate, dated the Effective Date and with counterparts for each
Lender, duly executed and delivered by the Secretary, Assistant Secretary, or
other authorized representative of such Obligor as to:

     

    (a)         
 resolutions of its Board of Directors or its Executive Committee (or its
equivalent), as the case may be, then in full force and effect authorizing the
execution, delivery and performance of this Agreement and each other Loan
Document to be executed by it;

     

    (b)          
the incumbency and signatures of those of its officers authorized to act as
Authorized Persons for it with respect to this Agreement and each other Loan
Document to be executed by it; and

     

    (c)          
the Organic Documents of such Obligor;

     

    upon which
certificate each Lender may conclusively rely until the Administrative Agent
shall have received a further certificate of the Secretary of the relevant
Obligor canceling or amending such prior certificate.  In addition,
each Obligor shall, where applicable, have delivered to the Administrative Agent
a good standing certificate from the relevant governmental regulatory
institution of its jurisdiction of incorporation, each such certificate to be
dated a date reasonably near (but prior to) the Effective Date.

     

    SECTION
6.1.2  Effective Date
Certificate.  The Administrative Agent shall have received,
with counterparts for each Lender, the Effective Date Certificate, dated the
Effective Date and duly executed and delivered by the chief executive officer,
the chief financial officer, an Authorized Person or the Treasurer of the
Borrower.

     

    SECTION
6.1.3  Guaranty;
Intra-Group Agreement.  The Administrative Agent shall have
received, with counterparts for each Lender, a Guaranty from each Initial
Guarantor, each in effect as of the Effective Date, dated the date hereof, duly
executed and delivered by an Authorized Person of the relevant
Guarantor.  The Administrative Agent shall have also received, with
counterparts for each Lender, the Intra-Group Agreement, in effect on the
Effective Date, dated the date hereof, duly executed and delivered by an
Authorized Person of the Borrower and each Initial Guarantor.

     

    SECTION
6.1.4  Consents,
etc.  The Administrative Agent shall have received evidence
satisfactory to it as to the receipt by each Obligor of any necessary consents
or waivers under any agreement applicable to such Obligor in order to enable
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    Agreement
and any other Loan Document, to perform its obligations hereunder and thereunder
and, in the case of the Borrower, to obtain Loans hereunder.

     

    SECTION
6.1.5  Closing Fees,
Expenses, etc.  The Administrative Agent, its counsel, and each
Joint Lead Arranger shall have received payment in full of all fees, costs, and
expenses under Sections 4.3 and
11.3 to the
extent (a) then due and payable and (b) unless an amount is otherwise provided
by the Loan Documents or the Fee Letter and without waiving the right for
subsequent reimbursement in accordance with the Loan Documents, to the extent
that a reasonably detailed invoice is presented to the Borrower no later than
two Business Days prior to the Effective Date.

     

    SECTION
6.1.6  Opinions of
Counsel.  The Administrative Agent shall have received opinions
of counsel, dated the Effective Date and addressed to the Administrative Agent
and all the Lenders, from:

     

    (a)         
 Lily Arevalo, Senior Corporate Counsel of the Borrower, covering the
matters set forth in Exhibit I
attached hereto; and

     

    (b)         
  Davis Polk & Wardwell, special New York counsel to the Borrower,
covering the matters set forth in Exhibit J
attached hereto.

     

    SECTION
6.1.7  Satisfactory
Legal Form.  All documents executed or submitted pursuant to
this Article VI by or
on behalf of each Obligor shall be satisfactory in form and substance to the
Administrative Agent (who may rely upon the advice of its legal counsel with
respect to legal matters in making such determination), and the Administrative
Agent shall have received such additional information, approvals, opinions,
documents, or instruments as the Administrative Agent or the Required Lenders
may reasonably request.

     

    SECTION
6.1.8  Indemnity
Letter.  If a Borrowing is requested to be made on or before
the second Business Day following the Effective Date, prior to or concurrently
with the Borrower’s submission of the Borrowing Request for such Borrowing, the
Administrative Agent shall have received a letter from the Borrower indemnifying
the Lenders against any loss or expense incurred as a result of the Loans not
being made in accordance with such Borrowing Request as a result of any action
take or failed to be taken, by any Obligor.

     

    SECTION 6.2  All Loans.  The
obligation of each Lender to make any Loan (including the initial Loan) shall be
subject to the satisfaction of each of the additional conditions precedent set
forth in this Section 6.2.

     

    SECTION
6.2.1  Compliance
with Warranties, No Default, etc.  Both before and after giving
effect to such Loan (but, if any Default of the nature referred to in Section 9.1.5
shall have occurred with respect to any other Indebtedness, without giving
effect to the application, directly or indirectly, of the proceeds of such Loan
to such other Indebtedness), the following statements shall be true and
correct:

     

    (a)          
the representations and warranties of each Obligor set forth in Article VII
(excluding, however, those contained in Section 7.8) and
in any other Loan Document shall be true and correct with the same effect as if
then made (unless stated to relate 

     

    
      
        
        

      

      
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    solely to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date); provided that if any
of the financial statements delivered pursuant to clause (b) of
Section 8.1.1 do
not present fairly the consolidated financial condition of the Persons covered
thereby as of the dates thereof and the results of their operations for the
periods then ended and the Borrower subsequently delivers one or more financial
statements pursuant to clause (a) or
(b) of Section 8.1.1
which, in the opinion of the Required Lenders, effectively cures any omission or
misstatement contained in such prior delivered financial statement, then the
representation and warranty contained in Section 7.6 as
it relates to such prior delivered financial statement shall be deemed satisfied
for purposes hereof (it being understood and agreed that such subsequent
delivered financial statements shall be deemed to have cured such earlier
delivered inaccurate financial statements unless the Required Lenders raise an
objection with respect thereto);

     

    (b)          
except as disclosed in Item 7.8
(Litigation) of the Disclosure Schedule:

     

    (i)       no
labor controversy, litigation, arbitration or governmental investigation or
proceeding shall be pending or, to the knowledge of any Obligor, threatened
against any Obligor, or any of their respective Consolidated Subsidiaries in
respect of which there exists a reasonable possibility of an outcome that would
result in a Material Adverse Effect or that would affect the legality, validity
or enforceability of this Agreement or any other Loan Document; and

     

    (ii)       no
development shall have occurred in any labor controversy, litigation,
arbitration or governmental investigation or proceeding so disclosed in respect
of which there exists a reasonable possibility of an outcome that would result
in a Material Adverse Effect;

     

    (c)           no
Default shall have occurred and be continuing, and no Obligor, nor any of their
respective Subsidiaries, shall be in violation of any law or governmental
regulation or court order or decree which, singly or in the aggregate, results
in, or would reasonably be expected to result in, a Material Adverse
Effect;

     

    (d)           no
Change in Control shall have occurred; and

     

    (e)           the
Loans of all the Lenders made pursuant to Section 2.1 do not
exceed the Total Commitment Amount (as such amount may be reduced from time to
time pursuant to Section 2.2).

     

    SECTION
6.2.2  Borrowing
Request.  In the case of any Loan the Administrative Agent
shall have received the relevant Borrowing Request in a timely manner as herein
provided for such Loan.  Delivery of a Borrowing Request and the
acceptance by the Borrower of the proceeds of any Loan shall constitute a
representation and warranty by each Obligor that, on the date of making such
Loan (both immediately before and after giving effect to the making of such Loan
and the application of the proceeds thereof), the statements made in Section 6.2.1
are true and correct.

     

    
      
        
        

      

      
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    ARTICLE
VII


     

    REPRESENTATIONS
AND WARRANTIES

     

    In order
to induce the Lender Parties to enter into this Agreement and to make Loans
hereunder, the Borrower represents and warrants unto the Administrative Agent
and each Lender with respect to itself and the other Obligors as set forth in
this Article
VII.

     

    SECTION 7.1  Organization,
etc.  Each of the Obligors and each of the respective
Subsidiaries is a company or corporation, as the case may be, validly organized
and existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, is duly qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the nature of its
business requires such qualification and where the failure to so qualify and to
maintain such good standing, singularly or in the aggregate, has resulted in, or
would reasonably be expected to result in, a Material Adverse Effect, and has
full power and authority and holds all requisite governmental licenses, permits,
authorizations and other approvals to enter into and perform its Obligations
under this Agreement and each other Loan Document to which it is a party and to
own and hold under lease its property and to conduct its business substantially
as currently conducted by it, excluding any such governmental licenses, permits
or other approvals in respect of which the failure to so obtain, hold or
maintain has not caused, and would not reasonably be expected to result in, a
Material Adverse Effect.

     

    SECTION 7.2  Due Authorization, Non-Contravention,
etc.  The execution, delivery and performance by each Obligor
of this Agreement and each other Loan Document executed or to be executed by it
are within such Obligor’s corporate powers, have been duly authorized by all
necessary corporate action, and do not:

     

    (a)           contravene
such Obligor’s Organic Documents;

     

    (b)           contravene
any law or governmental regulation or court decree or order binding or affecting
such Obligor; or

     

    (c)           result
in, or require the creation or imposition of, any Lien on any of such Obligor’s
properties.

     

    The
Borrower and each of its Subsidiaries is, and after giving effect to any
Borrowing under this Agreement will be, in compliance with the limits described
in the resolutions of the Borrower's board of directors delivered pursuant to
Section
6.1.1.


     

    SECTION 7.3  No Default.  None of
the Obligors, nor any of their respective Subsidiaries, is in default in the
performance of any obligation, agreement or condition contained in any bond,
debenture, note, or in any indenture, loan agreement, or other agreement, in
connection with or as a result of which default there exists a reasonable
possibility that a Material Adverse Effect could arise.  The
execution, delivery and performance by each Obligor of this Agreement and each
other Loan Document executed or to be executed by such Obligor will not conflict
with, or constitute a breach of, or a default under, any such bond, debenture,
note, indenture, loan agreement or other agreement to which any Obligor or any
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    respective
Subsidiaries is a party or by which it is bound, in connection with, or as a
result of which, conflict, breach or default, there exists a reasonable
possibility that a Material Adverse Effect could arise.

     

    SECTION 7.4  Government Approval, Regulation,
etc.  No action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person and no payment of any
stamp or similar tax, is required for the due execution, delivery, or
performance by any Obligor of this Agreement or any other Loan Document to which
it is a party.  No Obligor (nor any of its Subsidiaries) is an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.

     

    SECTION 7.5  Validity, etc.  This
Agreement constitutes, and each other Loan Document executed by any Obligor
will, on the due execution and delivery thereof, constitute, the legal, valid
and binding obligations of each Obligor party thereto, enforceable against such
Obligor in accordance with their respective terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other
similar laws relating to or limiting creditors’ rights generally or by general
principles of equity.

     

    SECTION 7.6  Financial
Information.  The financial statements of the Borrower and its
Consolidated Subsidiaries for the Fiscal Year ended December 29, 2007 and those
financial statements filed for Fiscal Quarter ending March 29, 2008 have been
prepared in accordance with GAAP and present fairly (subject, in the case of
such financial statements for Fiscal Quarter ending March 29, 2008 (which
financial statements, in accordance with Section 1.4(a), are
not required to contain certain footnote disclosures required by GAAP), to
ordinary year end adjustments) the consolidated financial condition of the
Persons covered thereby as at the dates thereof and the results of their
operations for the periods then ended.  All the financial statements
delivered pursuant to clauses (a) and (b) of Section 8.1.1
have been and will be prepared in accordance with GAAP consistently applied, and
do or will present fairly (subject, in the case of such financial statements
delivered pursuant to clause (b)
thereof (which financial statements, in accordance with Section 1.4(a),
are not required to contain certain footnote disclosures required by GAAP), to
ordinary year-end adjustments) the consolidated financial condition of the
Persons covered thereby as of the dates thereof and the results of their
operations for the periods then ended.

     

    SECTION 7.7  No Material Adverse
Effect.  Since December 29, 2007, there has been no event or
events which, singly or in the aggregate, has or have resulted, or is or are
reasonably likely to result, in a Material Adverse Effect.

     

    SECTION 7.8  Litigation, Labor Controversies,
etc.  Except as disclosed in Item 7.8
(Litigation) of the Disclosure Schedule, there is no pending or, to the
knowledge of any Obligor, threatened litigation, action, proceeding or labor
controversy affecting any Obligor, or any of their respective Subsidiaries, or
any of their respective properties, businesses, assets or revenues, in respect
of which there exists a reasonable possibility of an outcome that would result
in a Material Adverse Effect or that would affect the legality, validity or
enforceability of this Agreement or any other Loan Document.

     

    
      
        
        

      

      
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    SECTION 7.9  Subsidiaries.  As of
the date hereof, the Borrower has no Subsidiaries, except those Subsidiaries
which are identified in Item 7.9
(Existing Subsidiaries) of the Disclosure Schedule and certain other
Subsidiaries that are shell corporations that do not conduct any business and do
not in the aggregate have a net worth exceeding $1,000,000.

     

    SECTION
7.10  Ownership of
Properties.  Each Obligor and each of their respective
Subsidiaries owns good and marketable title (or their respective equivalents in
any applicable jurisdiction) to all of its properties and assets, real and
personal, tangible and intangible, of any nature whatsoever, free and clear of
all Liens, charges or claims except as permitted pursuant to Section 8.2.2,
except where such failure or failures to own, singly or in the aggregate, has
not resulted in, or would not reasonably be expected to result in, a Material
Adverse Effect.

     

    SECTION 7.11  Taxes.  Each Obligor
and each of their respective Subsidiaries has filed all material tax returns and
reports it reasonably believes are required by law to have been filed by it and
has paid all taxes and governmental charges thereby shown to be owing, except as
disclosed in Item 7.11
(Taxes) of the Disclosure Schedule and except for any such taxes or charges
which are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books; provided that, with
respect to any Subsidiary that is not a Material Subsidiary, this representation
and warranty shall be satisfied if the tax returns or reports not so filed or
the taxes or governmental charges owing by each such Subsidiary are not with
respect to any income, sales or use tax and the amount so owing (or which would
be so owing if such tax returns or reports were duly filed) with respect to all
such Subsidiaries, does not exceed in the aggregate $1,000,000 at any time and
with respect to which no Material Subsidiary may be liable for payment of such
amount.

     

    SECTION 7.12  Pension and Welfare
Plans.  Except to the extent that any such termination,
liability, penalty or fine would not (either individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect (a) during the
twelve-consecutive-month period prior to the date hereof and prior to the date
of any Loan hereunder, except as disclosed in Item 7.12
(Employee Benefit Plans) of the Disclosure Schedule, no steps have been taken to
terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under
Section 302(f) of ERISA, (b) no condition exists or event or transaction
has occurred with respect to any Pension Plan which might result in the
incurrence by any Obligor or any member of the related Controlled Group of any
material liability with respect to any contribution thereto, fine or penalty,
and (c) except as disclosed in Item 7.12
(Employee Benefit Plans) of the Disclosure Schedule, neither any Obligor nor any
member of the related Controlled Group has any material contingent liability
with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of
ERISA.

     

    SECTION 7.13  Environmental
Warranties.

     

    (a)           Each
Obligor and each of their respective Subsidiaries has obtained all
environmental, health and safety permits, licenses and other authorizations
required under all Environmental Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization 

     

    
      
        
        

      

      
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    would not
(either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect.  Each of such permits, licenses and
authorizations is in full force and effect and each Obligor and each of their
respective Subsidiaries is in compliance with the terms and conditions thereof,
and is also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in any applicable Environmental Law or in any plan, judgment,
injunction, notice or demand letter issued, entered or approved thereunder,
except to the extent failure to comply therewith would not (either individually
or in the aggregate) reasonably be expected to have a Material Adverse
Effect.

     

    (b)           No
notice, notification, demand, request for information, citation, summons or
order has been issued, no complaint has been filed, no penalty has been assessed
and no investigation or review is pending or, to the knowledge of any Obligor,
threatened by any governmental or other entity with respect to any alleged
failure by any Obligor or any of their respective Subsidiaries to have any
environmental, health or safety permit, license or other authorization required
under any Environmental Law in connection with the conduct of the business of
any Obligor or any of their respective Subsidiaries or with respect to any
generation, treatment, storage, recycling, transportation, discharge or
disposal, or any Release of any Hazardous Materials generated by any Obligor or
any of their respective Subsidiaries, except to the extent failure to have any
such permit, license or authorization would not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse
Effect.

     

    SECTION 7.14  Accuracy of
Information.

     

    (a)           Except
as provided in clause
(b) below, all factual information furnished by or on behalf of any
Obligor to any Lender Party for purposes of or in connection with this Agreement
or any other Loan Document or any transaction contemplated hereby or thereby is,
when taken as a whole, to the best of the knowledge of the Borrower, and all
other factual information hereafter furnished by or on behalf of any Obligor to
any Lender Party will be, when taken as a whole, to the best of the knowledge of
the Borrower, true and accurate in all material respects on the date as of which
such information is dated or certified and (in the case of any such information
furnished prior to the date hereof) as of the date hereof (unless such
information relates to an earlier date, in which case such information, when
taken as a whole, shall be true and accurate in all material respects as of such
earlier date), and is not, or shall not be, as the case may be, when taken as a
whole, incomplete by omitting to state any material fact necessary to make such
information not misleading.

     

    (b)           The
information (i) in any financial projections furnished under this Agreement is
and will be based upon assumptions and information believed by the Borrower to
be reasonable and (ii) furnished with express written disclaimers with regard to
the accuracy of that information, is and shall be subject to those
disclaimers.

     

    SECTION 7.15  Patents, Trademarks,
etc.  Each Obligor and each of their respective Subsidiaries
owns and possesses, or has a valid and existing license of, or other sufficient
interest in, all such patents, patent rights, trademarks, trademark rights,
trade names, trade name rights, 

     

    
      
        
        

      

      
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    service
marks, service mark rights and copyrights as is necessary for the conduct of the
business of each such Obligor or its Subsidiaries as now conducted, without, to
the best of the knowledge of each such Obligor, any infringement upon rights of
other Persons, which infringement results in or would reasonably be expected to
result in a Material Adverse Effect, and there is no license or other interest
or right, the loss of which results in, or would reasonably be expected to
result in, a Material Adverse Effect.

     

    SECTION 7.16  Margin Stock.  No
part of the proceeds of any Loan shall be used at any time by any Obligor or any
of their respective Subsidiaries for the purpose, whether immediate, incidental
or ultimate, of buying or carrying Margin Stock (within the meaning of
Regulation U (as amended, modified, supplemented or replaced and in effect from
time to time, “Regulation U”) or
Regulation X (as amended, modified, supplemented or replaced and in effect from
time to time, “Regulation X”)
promulgated by the F.R.S. Board of Governors of the Federal Reserve System
(together with any successor thereto, the “F.R.S. Board”) or to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock if any such use or extension of credit described in this Section 7.16
would cause any of the Lender Parties to violate the provisions of Regulation U
or Regulation X.  Neither any Obligor nor any of their respective
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purposes of purchasing or carrying any
such Margin Stock within the meaning of Regulation U or Regulation
X.  Not more than 25% of the value of the assets of any Obligor or any
Subsidiary of any Obligor is, as of the date hereof, represented by Margin
Stock.  No part of the proceeds of any Loan will be used by any
Obligor or any of their respective Subsidiaries for any purpose which violates,
or which is inconsistent with, any regulations promulgated by the F.R.S. Board,
including Regulation U or Regulation X.

     

    ARTICLE
VIII


     

    COVENANTS

     

    SECTION 8.1  Affirmative
Covenants.  The Borrower agrees with the Agents and each Lender
that, until all the Commitments have terminated and all Obligations have been
paid and performed in full, the Borrower will perform its respective obligations
set forth in this Section 8.1.

     

    SECTION
8.1.1  Financial
Information, Reports, Notices, etc.  The Borrower will furnish,
or will cause to be furnished, to each Lender Party (1) promptly after filing,
copies of each Form 10-K, Form 10-Q, and Form 8-K (or any respective successor
forms) filed with the Securities and Exchange Commission (or any successor
authority) or any national securities exchange (including, in each case, any
exhibits thereto requested by any Lender Party), and (2) to the extent not
disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor
forms) for the applicable period, copies of the following financial statements,
reports, notices and information:

     

    (a)           as
soon as available and in any event within 90 days after the end of each Fiscal
Year of the Borrower, a copy of the annual audit report for such Fiscal Year for
the Borrower and its Consolidated Subsidiaries, including therein consolidated
balance sheets of the Borrower and its Consolidated Subsidiaries as of the end
of such Fiscal Year and 

     

    
      
        
        

      

      
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    consolidated
statements of income, stockholders’ equity and cash flow of the Borrower and its
Consolidated Subsidiaries for such Fiscal Year, setting forth in each case, in
comparative form, the figures for the preceding Fiscal Year, in each case
certified (without any Impermissible Qualification, except that (i)
qualifications relating to pre-acquisition balance sheet accounts of Person(s)
acquired by the Borrower or any of its Subsidiaries and (ii) statements of
reliance in the auditor’s opinion on another accounting firm shall not be deemed
an Impermissible Qualification) in a manner satisfactory to the Securities and
Exchange Commission (under applicable United States securities law) by
PricewaterhouseCoopers, LLP or its successors or other independent public
accountants of national reputation;

     

    (b)           as
soon as available and in any event within 60 days after the end of each of the
first three Fiscal Periods occurring during any Fiscal Year of the Borrower, a
copy of the unaudited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries, consisting of (i) a balance sheet as of the close of
such Fiscal Period and (ii) related statements of income and cash flows for such
Fiscal Period and from the beginning of such Fiscal Year to the end of such
Fiscal Period, in each case certified by an officer who is an Authorized Person
of the Borrower as to (A) being a complete and correct copy of such financial
statements which have been prepared in accordance with GAAP consistently applied
as provided in Section 1.4, and
(B) presenting fairly the financial position of the Borrower and its
Consolidated Subsidiaries;

     

    (c)           at
the time of delivery of each financial statement required by clause (a) or
(b) above (or
Form 10-Q or 10-K in lieu thereof), a certificate signed by an Authorized Person
of the Borrower stating that no Default has occurred and is continuing (or if a
Default has occurred and is continuing, and without prejudice to any rights or
remedies of any Lender Party hereunder in connection therewith, a statement of
the nature thereof and the action which the Borrower has taken or proposes to
take with respect thereto);

     

    (d)           at
the time of delivery of each financial statement required by clause (a) or
(b) above (or
Form 10-Q or 10-K in lieu thereof), a Compliance Certificate showing compliance
with the financial covenants set forth in Section 8.2.3;

     

    (e)           notice
of, as soon as possible after (i) the occurrence of any material adverse
development with respect to any litigation, action, proceeding, or labor
controversy disclosed in Item 7.8
(Litigation) of the Disclosure Schedule, or (ii) the commencement of any labor
controversy, litigation, action, or proceeding of the type described in Section 7.8;

     

    (f)           promptly
after the filing thereof, copies of any registration statements (other than the
exhibits thereto and excluding any registration statement on Form S-8 and any
other registration statement relating exclusively to stock, bonus, option,
401(k) and other similar plans for officers, directors, and employees of the
Borrower or any of its Subsidiaries);

     

    (g)           immediately
upon becoming aware of the institution of any steps by any Obligor or any other
Person to terminate any Pension Plan other than pursuant to 

     

    
      
        
        

      

      
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    Section 4041(b)
of ERISA, or the failure to make a required contribution to any Pension Plan if
such failure is sufficient to give rise to a Lien under Section 302(t) of
ERISA, or the taking of any action with respect to a Pension Plan which could
result in the requirement that any Obligor furnish a bond or other security to
the PBGC or such Pension Plan, or the occurrence of any other event with respect
to any Pension Plan which, in any such case, results in, or would reasonably be
expected to result in, a Material Adverse Effect, notice thereof and copies of
all documentation relating thereto;

     

    (h)           as
soon as possible, and in any event within three Business Days after becoming
aware of the occurrence of a Default or any inaccuracy in the financial
statements delivered pursuant to clause (a) or
(b) above if
the result thereof is not to present fairly the consolidated financial condition
of the Persons covered thereby as of the dates thereof and the results of their
operations for the periods then ended, a statement of an Authorized Person of
the Borrower setting forth the details of such Default or inaccuracy and the
action which the Borrower has taken or proposes to take with respect
thereto;

     

    (i)        
   in the case of the Borrower, promptly following the
consummation of any transaction described in Section 8.2.5, a
description in reasonable detail regarding the same; and

     

    (j)         
  such other information respecting the condition or operations,
financial or otherwise, of the Borrower, or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

     

    SECTION
8.1.2  Compliance
with Laws, etc.  The Borrower will (and will cause each of its
Subsidiaries to) comply in all respects with all applicable laws, rules,
regulations and orders the noncompliance with which results in, or would
reasonably be expected to result in, a Material Adverse Effect, such compliance
to include (without limitation):

     

    (a)           except
as may be otherwise permitted pursuant to Section 8.2.5,
the maintenance and preservation of its corporate existence in accordance with
the laws of the jurisdiction of its incorporation and qualification as a foreign
corporation (subject to the materiality standard referred to above);
and

     

    (b)           the
payment, before the same become delinquent, of all taxes, assessments and
governmental charges imposed upon it or upon its property except to the extent
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books; provided
that with respect to any Subsidiary that is not a Material Subsidiary this
covenant shall be satisfied if the taxes, assessments or other governmental
charges owing by each such Subsidiary (i) is not with respect to any income,
sales or use tax and (ii) the amount so owing with respect to all such
Subsidiaries does not exceed in the aggregate $1,000,000 at any
time.

     

    SECTION
8.1.3  Maintenance of
Properties.  The Borrower will (and will cause each of its
Subsidiaries to) maintain, preserve, protect and keep its material properties in
good repair, working order and condition, and make necessary and proper repairs,


     

    
      
        
        

      

      
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    renewals
and replacements so that its business carried on in connection therewith may be
properly conducted at all times, unless the Borrower or such Subsidiary
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

     

    SECTION
8.1.4  Insurance.  The
Borrower will (and will cause each of its Subsidiaries to) maintain, or cause to
be maintained with responsible insurance companies or through the Borrower’s own
program of self-insurance, insurance with respect to its properties and business
against such casualties and contingencies and of such types and in such amounts
as is customary in the case of similar businesses and will, upon request of the
Administrative Agent, furnish to each Lender at reasonable intervals a
certificate of an Authorized Person of the Borrower setting forth the nature and
extent of all insurance maintained by the Borrower and each of its Subsidiaries
in accordance with this Section 8.1.4.

     

    SECTION
8.1.5  Books and
Records.  The Borrower will (and will cause each of its
Subsidiaries to) keep books and records which accurately reflect all of its
business affairs and transactions and permit the Administrative Agent and each
Lender, or any of their respective representatives, at reasonable times and
intervals and upon reasonable advance notice, to visit all of its offices, to
discuss its financial matters with its officers and independent public
accountants (and the Borrower hereby authorizes such independent public
accountants to discuss the financial matters of the Borrower and its
Subsidiaries with the Administrative Agent and each Lender or its
representatives whether or not any representative of the Borrower is present;
provided that
an officer of the Borrower is afforded a reasonable opportunity to be present at
any such discussion) and to examine any of its relevant books or other corporate
records.  The Borrower will pay all expenses associated with the
exercise of any Lender Party’s rights pursuant to this Section 8.1.5 at
any time during the occurrence and continuance of any Event of
Default.

     

    SECTION
8.1.6  Environmental
Covenant.  The Borrower will (and will cause each of its
Subsidiaries to):

     

    (a)           use
and operate all of its facilities and properties in compliance with all
Environmental Laws which, by their terms, apply to such use and operation, keep
all necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain in
compliance therewith, and handle all Hazardous Materials in compliance with all
Environmental Laws which, by their terms, apply to such Hazardous Materials, in
each case so that the non-compliance with any of the foregoing does not result
in, or would not reasonably be expected to result in, either singly or in the
aggregate, a Material Adverse Effect;

     

    (b)           immediately
notify the Administrative Agent and provide copies upon receipt of all written
claims, complaints, notices or inquiries relating to the condition of its
facilities and properties or compliance with Environmental Laws which, singly or
in the aggregate, result in, or would reasonably be expected to result in, a
Material Adverse Effect, and shall promptly cure and have dismissed with
prejudice any actions and proceedings relating to compliance with Environmental
Laws where the failure to so cure or have dismissed, singularly or in the
aggregate, results in, or would reasonably be expected to result in, a Material
Adverse Effect (it being understood that this clause (b)


     

    
      
        
        

      

      
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    shall not
be construed to restrict the Borrower or any of its Subsidiaries from
challenging or defending any such action or proceeding which it, in its sole
discretion, deems advisable or necessary); and

     

    (c)           provide
such information and certifications which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section 8.1.6.

     

    SECTION
8.1.7  [Intentionally
Deleted].

     

    SECTION
8.1.8  Pari
Passu.  The Borrower shall ensure that its Obligations rank at
least pari passu with all other senior unsecured Indebtedness of the
Borrower.

     

    SECTION
8.1.9  Guaranty.

     

    (a)           The
Borrower may cause any of its Subsidiaries to execute and deliver from time to
time in favor of the Lender Parties a Guaranty for the repayment of the
Obligations.

     

    (b)           Concurrently
when or promptly after any of its Subsidiaries (other than any Foreign
Subsidiary if and to the extent the Borrower, in consultation with the
Administrative Agent, reasonably determines that adverse tax consequences would
result therefrom) either guarantees any Indebtedness of the Borrower or any
other Obligor or satisfies (at any time) the requirements hereunder which
describe a Material Subsidiary, the Borrower shall cause that Subsidiary (other
than Coordination Center or Treasury) to (i) execute and deliver in favor of the
Lender Parties a Guaranty for the repayment of the Obligations which Guaranty
shall be in substantially the form of Exhibit G attached
hereto, shall be governed by the laws of the State of New York, and shall
contain such other terms and provisions as the Administrative Agent determines
to be necessary or appropriate (after consulting with legal counsel) in order
that such Guaranty complies with local laws, rules, and regulations and is fully
enforceable (at least to the extent of the form of Guaranty attached as Exhibit G) against
such Guarantor.

     

    SECTION
8.1.10  Intra-Group
Agreement, etc.  In the event any Subsidiary of the Borrower
enters into a Guaranty pursuant to Section 8.1.9, an
Authorized Person of such Subsidiary shall execute and deliver to the
Administrative Agent (with counterparts for each Lender) such instruments and
documents evidencing accession of such Subsidiary under the Intra-Group
Agreement then in effect as the Administrative Agent may reasonably
request.  Except to add additional Subsidiaries of the Borrower as
parties thereto, the terms of the Intra-Group Agreement shall not be amended or
otherwise modified without the prior consent of the Administrative Agent on
behalf of and as directed by the Required Lenders, such consent not to be
unreasonably withheld.  In addition, no Person a party to the
Intra-Group Agreement shall assign any of its rights or obligations thereunder
without the prior consent of the Administrative Agent, such consent not to be
unreasonably withheld.

     

    SECTION 8.2  Negative
Covenants.  The Borrower agrees with the Agents and each Lender
that, until all the Commitments have terminated and all Obligations have been
paid and 

     

    
      
        
        

      

      
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    performed
in full, the Borrower will perform its respective obligations set forth in this
Section 8.2.

     

    SECTION
8.2.1  Restriction on
Incurrence of Indebtedness.

     

    (a)           The
Borrower will not (and will not permit any of its Subsidiaries to) create,
incur, assume or suffer to exist or otherwise become or be liable in respect of
any Indebtedness, other than the following:

     

    (i)       Any
Indebtedness arising in respect of the Loans;

     

    (ii)      Indebtedness
existing as of March 29, 2008, or incurred pursuant to commitments or lines of
credit in effect as of March 29, 2008 (including, without limitation, the
Existing Credit Agreement), (or any renewal or replacement thereof, so long as
such renewals or replacements do not increase the amount of such Indebtedness or
such commitments or lines of credit), in any case identified in Item 8.2.1(a)(ii)
(Ongoing Indebtedness) of the Disclosure Schedule; and

     

    (iii)      additional
Indebtedness if after giving effect to the incurrence thereof the Borrower is in
compliance with Section 8.2.3,
calculated as of the date of the incurrence of such additional Indebtedness, on
a pro forma basis.

     

    (b)           The
Borrower will not at the end of any Fiscal Period permit (i) Total Indebtedness
of Subsidiaries (other than Indebtedness of any Guarantor under any Loan
Document, Indebtedness of any Subsidiary of the Borrower in respect of the
Existing Credit Agreement and Indebtedness constituting Acquired Existing Debt
and Liens) to exceed 10% of Consolidated Tangible Assets, or (ii) Section 8.2.2(m) to
be violated.

     

    SECTION
8.2.2  Restriction on
Incurrence of Liens.  The Borrower will not (and will not
permit any of its Subsidiaries to) create, incur, assume or suffer to exist any
Lien upon any of its property, revenues or assets, whether now owned or
hereafter acquired, except:

     

    (a)           Liens
existing as of March 29, 2008, and identified in Item 8.2.2(a)
(Existing Liens) of the Disclosure Schedule and Liens resulting from the
extension, renewal or replacement of any such Liens in respect of the same
property theretofore subject to such Lien; provided that (i) no
property shall become subject to such extended, renewed or replacement Lien that
was not subject to the Lien extended, renewed or replaced, (ii) the aggregate
principal amount of Indebtedness secured by any such extended, renewed or
replacement Lien shall not be increased by such extension, renewal or
replacement, (iii) the Indebtedness secured by such Lien shall be incurred in
compliance with the applicable terms hereof, including Section 8.2.3,
and (iv) both immediately before and after giving effect thereto, no Default
shall exist;

     

    (b)           Liens
for taxes, assessments or other governmental charges or levies not at the time
delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;

     

    
      
        
        

      

      
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    (c)           Liens
of carriers, warehousemen, mechanics, materialmen and landlords incurred in the
ordinary course of business for sums not overdue or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books;

     

    (d)           Liens
incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other forms of governmental insurance or
benefits, or to secure performance of statutory obligations, leases and
contracts (other than for borrowed money) entered into in the ordinary course of
business or to secure obligations on surety or appeal bonds;

     

    (e)           Judgment
Liens of an amount not exceeding at any time either 7.25% of Consolidated
Tangible Net Worth at the end of the most recently ended Fiscal Period or
$100,000,000, whichever is less, in the aggregate, or with respect to which
execution has been stayed or the payment of which is covered in full (subject to
a customary deductible) by insurance maintained with responsible insurance
companies and for which, within 30 days of such judgment, the insurance carrier
has acknowledged coverage in writing;

     

    (f)        
   Liens on property purchased or constructed after the date
hereof securing Indebtedness used to purchase or construct such property; provided that (i) no
such Lien shall be created in or attach to any other asset at the time owned by
the Borrower or any of its Subsidiaries if the aggregate principal amount of the
Indebtedness secured by such property would exceed the fair market value of such
property and assets, taken as a whole, (ii) the aggregate outstanding principal
amount of Indebtedness secured by all such Liens shall not at any time exceed
100% of the fair market value of such property at the time of the purchase or
construction thereof, and (iii) each such Lien shall have been incurred within
270 days of the purchase or completion of construction of such
property;

     

    (g)           Liens
resulting from utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material may affect the marketability of the same or interfere with the use
thereof in the business of the Borrower or any of its Subsidiaries;

     

    (h)           Liens
incurred in the normal course of business in connection with bankers’ acceptance
financing or used in the ordinary course of trade practices, statutory lessor
and vendor privilege liens and liens in connection with ad valorem taxes not yet
due, good faith bids, tenders and deposits;

     

    (i)          
 Liens in favor of any bank on property or assets held in the ordinary
course of business in accounts maintained with such bank in connection with
treasury, depositary and cash management services or automated clearing house
transfers of funds;

     

    (j)          
 Liens on all goods held for sale on consignment;

     

    (k)           Liens
granted by any Subsidiary of the Borrower in favor of the Borrower or in favor
of another Subsidiary of the Borrower that is the parent of such Subsidiary


     

    
      
        
        

      

      
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    granting
the Lien, other than Liens granted by a Guarantor to a Subsidiary of the
Borrower that is not a Guarantor; provided that no
Person that is not a Subsidiary of the Borrower shall be secured by or benefit
from any such Lien;

     

    (l)       
    Liens of the nature referred to in clause (b) of the
definition of the term “Lien” and granted to a purchaser or any assignee of such
purchaser which has financed the relevant purchase of Trade Accounts Receivable
of the Borrower or any of its Subsidiaries and Liens on any related property
that would ordinarily be subject to a Lien in connection therewith such as
proceeds and records;

     

    (m)          Liens
on Trade Accounts Receivable or interests therein of the Borrower or any of its
Subsidiaries with respect to any accounts receivable securitization program
(including any accounts receivable securitization program structured as such
that remains on the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries) and on any related property that would ordinarily be
subject to a Lien in connection therewith such as proceeds and records;
and

     

    (n)           Additional
Permitted Liens.

     

    SECTION
8.2.3  Financial
Condition.  The Borrower will not permit any of the
following:

     

    (a)           the
ratio of (i) Consolidated EBITDA for any period of four consecutive Fiscal
Periods to (ii) Consolidated Interest Charges for such period to be less than
2.75 to 1.0;

     

    (b)           the
Leverage Ratio to exceed 4.00 to 1.0;

     

    provided that, for
purposes of calculating the preceding ratios the contribution of any Subsidiary
of the Borrower acquired (to the extent the acquisition is treated for
accounting purposes as a purchase) during those four Fiscal Periods to
Consolidated EBITDA shall be calculated on a pro forma basis as if it had been a
Subsidiary of the Borrower during all of those four Fiscal Periods.

     

    SECTION
8.2.4  Dividends.

     

    (a)           Except
as permitted by Section 8.2.4(b), the
Borrower will not declare or pay any dividends (in cash, property, or
obligations) or any other payments or distributions on account of, or set apart
money for a sinking or analogous fund for, or purchase, redeem, retire or
otherwise acquire for value, any shares of its capital stock now or hereafter
outstanding or any warrants, options or other rights to acquire the same; return
any capital to its stockholders as such; or make any distribution of assets to
its stockholders as such (each a “Restricted
Payment”).

     

    (b)           The
Borrower shall be permitted to (i) redeem, purchase or acquire any of its
Indebtedness that is convertible into its capital stock and (ii) make other
Restricted Payments; provided that
(x) no Restricted Payment shall be permitted to be made under this Section 8.2.4 if any
Default shall have occurred and be continuing or would occur 

     

    
      
        
        

      

      
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    after
giving effect thereto on the date such Restricted Payment is made and (y) solely
in the case of any Restricted Payments pursuant to clause (ii) above, if the
Leverage Ratio for either of the two Fiscal Periods immediately last ended
before the date that such Restricted Payment is made equals or exceeds 3.00 to
1.00 (the first such Fiscal Period in which the Leverage Ratio equaled or
exceeded 3.00 to 1.00 being the “Non-Compliance
Period”), no Restricted Payment may be made in any period of four
consecutive Fiscal Periods commencing on or following the Non-Compliance Period
if, together with all other Restricted Payments made or declared during such
period of four consecutive Fiscal Periods, such Restricted Payment would exceed
$200,000,000 until the Leverage Ratio has been less than 3.00 to 1.00 for two consecutive
Fiscal Periods and provided further that in the
case of any Restricted Payment constituting a dividend, the applicable date of
determination under clauses (x) and (y) above shall be the date such dividend is
declared rather than the date it is paid, it being understood that any dividend
declared in compliance with this Section 8.2.4(b) may
be paid without contravention of this Section 8.2.4 even
if, as of the date of its payment, it would not be permitted under clause (x) or
(y) above (and, for purposes of calculations pursuant to clause (y), such
dividend shall be included solely in the Fiscal Period in which it was
declared).

     

    SECTION
8.2.5  Mergers,
Consolidations, Substantial Asset Sales, and Dissolutions.  The
Borrower may not merge or consolidate with another Person, or sell, lease,
transfer, or otherwise dispose of assets constituting all or substantially all
of the assets of the Borrower and its Consolidated Subsidiaries (taken as a
whole) to another Person, or liquidate or dissolve, except that so long as no
Event of Default exists or would exist after giving effect thereto, the Borrower
may merge or consolidate with another Person if:

     

    (a)           either
the Borrower is the surviving entity or the surviving Person (i) is organized
and in good standing under the laws of a State of the United States and (ii)
expressly assumes the Borrower’s Obligations in a written agreement satisfactory
in form and substance to the Required Lenders; and

     

    (b)           unless
the Borrower is the surviving entity in a merger or consolidation that does not
constitute a Material Asset Acquisition, the Borrower delivers to the
Administrative Agent, before the merger or consolidation becomes effective, a
certificate of the Borrower’s chief executive officer, chief financial officer,
or Treasurer stating and demonstrating in reasonable detail that (assuming such
proposed transaction had been consummated on the first day of the most recently
ended period of four Fiscal Periods for which financial statements have been or
are required to have been delivered pursuant to Section 8.1.1)
the Borrower (or the other surviving Person) would have been, on a pro forma
basis, in compliance with each of the covenants set forth in Section 8.2.3 as
of the last day of such period.

     

    SECTION
8.2.6  Transactions
with Affiliates.  Except in the ordinary
course of business, the Borrower will not (and will not permit any of its
Subsidiaries to), directly or indirectly, pay any funds to or for the account
of, make any investment (whether by acquisition of stock or Indebtedness, by
loan, advance, transfer of property, guarantee or other agreement to pay,
purchase or service, directly or indirectly, any Indebtedness, or otherwise) in,
lease, sell, transfer, or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, 

     

    
      
        
        

      

      
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    any
transaction with, any Affiliate (any such payment, investment, lease, sale,
transfer, other disposition or transaction, an “Affiliate
Transaction”) except on an arms-length basis on terms at least as
favorable to the Borrower (or such Subsidiary) as terms that could have been
obtained from a third party who was not an Affiliate; provided
that:

     

    (a)           the
foregoing provisions of this Section 8.2.6 do
not prohibit (i) agreements with or for the benefit of employees of the Borrower
or any Subsidiaries regarding bridge home loans and other loans necessitated by
the relocation of the Borrower’s or such Subsidiary’s business or employees, or
regarding short-term hardship advances, (ii) loans to officers or employees of
the Borrower or any of its Subsidiaries in connection with the exercise of
rights under the Borrower’s stock option or stock purchase plan, (iii) any such
Person from declaring or paying any lawful dividend or other payment ratably in
respect of all of its capital stock of the relevant class so long as, in the
case of the Borrower, after giving effect thereto, no Default shall have
occurred and be continuing, (iv) any Affiliate Transaction between the Borrower
and any of its Subsidiaries or between any Subsidiaries of the Borrower, or (v)
any Affiliate Transaction (other than any Affiliate Transaction described in
clauses (i)
through (iv)
above) in which the amount involved does not exceed $50,000; and

     

    (b)           the
Borrower shall not, nor shall it permit any of its Subsidiaries to, participate
in effect any Affiliate Transactions otherwise permitted pursuant to this Section 8.2.6
which either individually or in the aggregate may involve obligations that are
reasonably likely to have a Material Adverse Effect.  The approval by
the independent directors of the Board of Directors of the Borrower (or the
relevant Subsidiary thereof) of any Affiliate Transaction to which the Borrower
(or the relevant Subsidiary thereof) is a party shall create a rebuttable
presumption that such Affiliate Transaction is on an arms-length basis on terms
at least as favorable to the Borrower (or the relevant Subsidiary thereof) as
terms that could have been obtained from a third party who was not an
Affiliate.

     

    SECTION
8.2.7  Limitations on
Acquisitions.

     

    (a)           The
Borrower may not make, nor shall it permit Coordination Center or Treasury to
make, any Material Asset Acquisition unless no Event of Default exists or would
exist after giving effect to the proposed Material Asset
Acquisition.

     

    (b)           Without
first providing the notice to the Administrative Agent and the Lenders required
by this Section 8.2.7(b),
the Borrower shall not (and shall not permit its Subsidiaries to) acquire any
outstanding stock of any U.S. or non-U.S. corporation, limited company or
similar entity of which the shares constitute Margin Stock if after giving
effect to such acquisition, the Borrower and its Affiliates shall hold, in the
aggregate, more than 5% of the total outstanding stock of the issuer of such
Margin Stock, which notice shall include the name and jurisdiction of
organization of such relevant issuer, the market on which such stock is traded,
the total percentage of such relevant issuer’s stock currently held, and the
purpose for which the acquisition is being made.

     

    
      
        
        

      

      
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    (c)           Notwithstanding
any contrary provision in this Section 8.2.7,
the Borrower shall not (and shall not permit its Subsidiaries to) (i) directly
or indirectly use the proceeds of any Loans to make any Acquisition unless, if
the board of directors of the Person to be acquired has notified the Borrower or
any of its Subsidiaries that it opposes the offer by the proposed purchaser to
acquire that Person, then that opposition has been withdrawn, or (ii) make any
Acquisition unless, if the proposed Acquisition is structured as a merger or
consolidation, it will be consummated in compliance with Section 8.2.5.

     

    (d)           Execution
and delivery of each Continuation Notice shall constitute the Borrower’s
representation and warranty that the Borrower is not then in violation of Section 8.2.7(c)(i).

     

    SECTION
8.2.8  Limitation on
Businesses.  The Borrower and its Subsidiaries, considered as a
whole, will not engage principally in businesses other than those conducted by
the Borrower and its Subsidiaries on the date hereof, as described in the
preamble of this Agreement.

     

    ARTICLE
IX


     

    EVENTS
OF DEFAULT

     

    SECTION 9.1  Listing of Events of
Default.  Any of the following events or occurrences described
in this Section 9.1
shall constitute an “Event of
Default”.

     

    SECTION
9.1.1  Non-Payment of
Obligations.  A default shall occur in the payment or
prepayment when due (a) by the Borrower of any principal of any Loan, (b) by the
Borrower of any interest on any Loan or (c) by any Guarantor of any Guaranteed
Obligation (as defined in such Guarantor’s Guaranty), and, in the case of clauses (b) or
(c), such
default shall continue unremedied for a period of five Business
Days.

     

    SECTION
9.1.2  Breach of
Warranty.  Any representation or warranty of any Obligor made
or deemed to be made hereunder or in any other Loan Document executed by it or
in any other writing or certificate furnished by or on behalf of any Obligor to
the Administrative Agent or any Lender for the purposes of or in connection with
this Agreement or any such other Loan Document (including any certificates
delivered pursuant to Article VI) is or
shall be incorrect when made in any material respect.

     

    SECTION
9.1.3  Non-Performance of Certain Covenants
and Obligations.  Any Obligor shall default in the due
performance and observation of any of its obligations under Section 8.2.2
(excluding the involuntary incurrence of Liens involving individually or
collectively amounts in controversy or encumbered assets or both having a value
of less than $100,000,000 at any time, which involuntary incurrences are subject
to Section 9.1.4),
Section 8.2.3,
Section 8.2.4,
or Section 8.2.5
..

     

    SECTION
9.1.4  Non-Performance of Other Covenants
and Obligations.  Any Obligor shall default in the payment when
due of any fee or any other Obligation not subject to Section 9.1.1,
or the due performance and observance of any other covenant, agreement or
obligation contained herein or in any other Loan Document, and such default
shall continue 

     

    
      
        
        

      

      
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    unremedied
for a period of 30 days after the Borrower obtains actual knowledge thereof or
notice thereof shall have been given to the Borrower by the Administrative Agent
or any Lender.

     

    SECTION
9.1.5  Default on
Indebtedness.  A default shall occur in the payment when due
(subject to any applicable grace period), whether by acceleration or otherwise,
of any Indebtedness of any Obligor or any of its Subsidiaries (other than
Indebtedness described in Section 9.1.1 or
Indebtedness which is non-recourse to any Obligor, or any Subsidiary of any
Obligor) having an outstanding aggregate principal amount, for the Borrower and
its Subsidiaries as a group, in excess of the lesser of (a) (i) 5% of
Consolidated Tangible Net Worth for the then most recently ended Fiscal Period,
individually, or (ii) 10% of Consolidated Tangible Net Worth for the then most
recently ended Fiscal Period, when taken together with (A) all other
Indebtedness under which a default (payment or otherwise) has occurred and is
then continuing and (B) the Securitization Financing Amount of all
Securitization Defaults described in Section 9.1.10 that
have occurred and are then continuing and (b) $100,000,000 (or the equivalent thereof in any other
currency), or a default shall occur in the performance or observance of any
obligation or condition with respect to such Indebtedness if the effect of such
default is to cause, or (without the giving of further notice or lapse of
additional time) to permit the holder or holders of such Indebtedness, or any
trustee or agent for such holders to cause, the maturity of any such
Indebtedness to be accelerated or such Indebtedness to be prepaid, redeemed,
purchased, defeased or otherwise to become due and payable prior to its
expressed maturity.

     

    SECTION
9.1.6  Judgments.  Any
judgment or order for the payment of money in excess of (individually or in the
aggregate), for the Borrower and its Subsidiaries as a group, an amount equal at
any time to either 7.25% of Consolidated Tangible Net Worth at the end of the
most recently ended Fiscal Period or $100,000,000, whichever is less (or, in
either case, the equivalent thereof in any other currency), shall be rendered
against any Obligor or any of their respective Subsidiaries and
either:

     

    (a)           enforcement
proceedings shall have been commenced and be continuing by any creditor upon
such judgment or order for any period of 30 consecutive days; or

     

    (b)           there
shall be any period during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in
effect.

     

    SECTION
9.1.7  Pension
Plans.  Any of the following events shall occur with respect to
any Pension Plan:

     

    (a)           the
institution of any steps by any Obligor, any member of its Controlled Group or
any other Person to terminate a Pension Plan if, as a result of such
termination, any such Obligor or any such member could be required to make a
contribution in excess of $100,000,000 (or the equivalent thereof in any other
currency), to such Pension Plan, or could reasonably expect to incur a liability
or obligation in excess of $100,000,000 (or the equivalent thereof in any other
currency), to such Pension Plan; or

     

    (b)           a
contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 302(f) of ERISA.

     

    
      
        
        

      

      
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    SECTION
9.1.8  Bankruptcy,
Insolvency, etc.  Any Obligor or any Material Subsidiary
shall:

     

    (a)           become
insolvent or generally fail to pay, or admit in writing its inability to pay,
debts as they become due;

     

    (b)           apply
for, consent to, or acquiesce in, the appointment of a trustee, receiver,
administrative receiver, sequestrator, liquidator or other custodian for it, its
property, or make a general assignment for the benefit of
creditors;

     

    (c)           in
the absence of such application, consent or acquiescence, permit or suffer to
exist the appointment of a trustee, administrative receiver, receiver,
sequestrator, liquidator or other custodian for it or for a substantial part of
its property, and such trustee, receiver, sequestrator, liquidator or other
custodian shall not be discharged within 60 days; provided that each
Obligor and each Material Subsidiary hereby expressly authorizes each Lender
Party to appear in any court conducting any relevant proceedings during such
60-day period to preserve, protect and defend its rights under this Agreement
and the other Loan Documents;

     

    (d)           permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt
arrangement or other case or proceeding under any bankruptcy or insolvency law,
or any dissolution, winding up or liquidation proceeding, in respect of any
Obligor or any Material Subsidiary thereof, as the case may be, and, if any such
case or proceeding is not commenced by such Person, such case or proceeding
shall be consented to or acquiesced in by such Obligor or Material Subsidiary,
as the case may be, or shall result in the entry of an order for relief or shall
remain for 60 days unstayed or undismissed; provided that each
Obligor and each Material Subsidiary hereby expressly authorizes each Lender
Party to appear in any court conducting any such case or proceeding during such
60-day period to preserve, protect and defend its rights under this Agreement
and the other Loan Documents; or

     

    (e)           take
any action authorizing, or in furtherance of, any of the foregoing.

     

    SECTION
9.1.9  Guaranty.  Any
Guaranty or any provisions thereof shall be found or held invalid or
unenforceable by a court of competent jurisdiction or shall have ceased to be
effective because of the merger, dissolution or liquidation of a Guarantor
(other than as may result from a transaction permitted pursuant to Section 8.2.5 or
by reason of a merger of a Guarantor under one Guaranty into the Guarantor under
another Guaranty) or any Guarantor shall have repudiated its obligations under a
Guaranty.

     

    SECTION
9.1.10  Default Under
Securitization Programs.  Any early liquidation, termination or
similar event shall have occurred and be continuing under any outstanding Trade
Accounts Receivable securitization program of the Borrower or any of its
Consolidated Subsidiaries on account of the failure by the Borrower or any of
its Subsidiaries to comply with any applicable provision in the agreements
governing said program or to satisfy any condition required to be met by it
thereunder (each a “Securitization
Default”), the Securitization Financing Amount of which is in excess of
the lesser of (a) (i) 5% of Consolidated Tangible Net Worth for the then
most recently ended Fiscal Period, individually, or (ii) 10% of Consolidated
Tangible Net 

     

    
      
        
        

      

      
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    Worth for
the then most recently ended Fiscal Period, when taken together with (A) the
Securitization Financing Amount of all other Securitization Defaults that have
occurred and are then continuing and (B) all Indebtedness under which a default
described in Section
9.1.5 has occurred and is then continuing and (b) $100,000,000 (or the equivalent thereof in any
other currency).

     

    SECTION 9.2  Action if
Bankruptcy.  If any Event of Default described in Section 9.1.8
shall occur, the Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Obligations shall automatically be and become immediately due and payable,
without notice or demand.

     

    SECTION 9.3  Action if Other Event of
Default.  If any Event of Default (other than any Event of
Default described in Section 9.1.8)
shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Administrative Agent, upon the direction of the Required Lenders, shall by
notice to the Borrower declare all or any portion of the outstanding principal
amount of the Loans and all other Obligations to be due and payable and/or the
Commitments to be terminated, whereupon the full unpaid amount of the Loans and
all other Obligations which shall be so declared due and payable shall be and
become immediately due and payable, without further notice, demand or
presentment, and/or, as the case may be, the Commitments shall
terminate.  Notwithstanding anything to the contrary contained herein
or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents shall be vested exclusively in, and
all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, the Administrative Agent in accordance
with this Section and at the instruction of the Required Lenders for the benefit
of all the Lenders; provided, however, that the
foregoing shall not prohibit any Lender from exercising setoff rights in
accordance with the terms of this Agreement.

     

    ARTICLE
X


     

    AGENTS

     

    SECTION 10.1  Authorization and
Actions.  Each Lender hereby appoints Scotia Capital as the
Administrative Agent and BNP Paribas and ABN Amro Bank N.V. as the
Co-Syndication Agents under, and for the purposes set forth in, this Agreement
and each other Loan Document.  Each Lender authorizes each Agent to
act on behalf of such Lender under this Agreement and each other Loan Document
and in the absence of other written instructions from the Required Lenders
received from time to time by the Agents (with respect to which each Agent
agrees that it will comply, except as otherwise provided in this Section 10.1 or
as otherwise advised by counsel), to exercise such powers hereunder and
thereunder as are specifically delegated to or required of the Agents by the
terms hereof and thereof, together with such powers as may be reasonably
incidental thereto.  Each Lender hereby indemnifies (which indemnity
shall survive any termination of this Agreement) each Agent pro rata according
to such Lender’s Percentage, from and against any and all liabilities,
obligations, losses, damages, claims, costs or expenses of any kind or nature
whatsoever which at any time may be imposed on, incurred by, or asserted
against, each Agent in any way relating to or arising out of this 

     

    
      
        
        

      

      
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    Agreement
or any other Loan Document, including reasonable attorneys’ fees, and as to
which either Agent is not reimbursed by the Borrower or the other Obligors;
provided that
no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, claims, costs or expenses which are determined by
a court of competent jurisdiction in a final proceeding to have resulted solely
from such Agent’s gross negligence or willful misconduct.  No Agent
shall be required to take any action hereunder or under any other Loan Document,
or to prosecute or defend any suit in respect of this Agreement or any other
Loan Document, unless it is indemnified hereunder to its
satisfaction.  If any indemnity in favor of either Agent shall be or
become, in such Agent’s determination, inadequate, the Administrative Agent may
call additional indemnification from the Lenders and cease to do the acts
indemnified against hereunder until such additional indemnity is
given.

     

    SECTION 10.2  Funding Reliance,
etc.  Unless the Administrative Agent shall have been notified
by telephone, confirmed in writing, by any Lender by 5:00 p.m., Applicable Time,
on the Business Day prior to the making of a Loan that such Lender will not make
available an amount which would constitute its Percentage of such requested Loan
on the date specified therefor, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent and, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender and the Borrower
severally agree, to pay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
the Administrative Agent made such amount available to the Borrower to the date
such amount is repaid to the Administrative Agent at an annual interest rate
equal to the Administrative Agent’s Cost of Funds for the first day that the
Administrative Agent made such amounts available and thereafter at a rate of
interest equal to the interest rate applicable at the time to the requested
Loan.

     

    SECTION 10.3  Exculpation.  Neither
Agent nor any of their respective directors, officers, employees or agents shall
be liable to any Lender for any action taken or omitted to be taken by it under
this Agreement or any other Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor be
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of this Agreement or
any other Loan Document, nor to make any inquiry respecting the performance by
any Obligor of its obligations hereunder or under any other Loan
Document.  Any such inquiry which may be made by either Agent shall
not obligate it to make any further inquiry to take any action.  Each
Agent shall be entitled to rely upon advice of counsel concerning legal matters
and upon any notice, consent, certificate, statement or writing which each such
Agent believes to be genuine and to have been presented by a proper
Person.

     

    SECTION 10.4  Successor.  Any
Agent may resign as such at any time upon at least 30 days’ prior notice to the
Borrower and all the Lenders.  If any Agent shall at any time resign,
the Required Lenders, after consultations with the Borrower, may appoint another
Lender as a successor Administrative Agent or Co-Syndication Agent, as the case
may be, whereupon such Lender shall become the Administrative Agent or a
Co-Syndication Agent hereunder, as the case may be.  If no successor
Administrative Agent or Co-Syndication Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Administrative Agent’s or Co-Syndication Agent’s giving notice of
resignation,

     

    
      
        
        

      

      
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    then the
retiring Administrative Agent or Co-Syndication Agent may, on behalf of the
Lenders, after consultations with the Borrower, appoint a successor
Administrative Agent or Co-Syndication Agent, as the case may be, which shall be
one of the Lenders or a commercial banking institution that is organized under
the laws of the United States or any State thereof (or a branch or agency of
either) and that has a combined capital and surplus of at least
$500,000,000.  Upon acceptance of any appointment as Administrative
Agent or Co-Syndication Agent hereunder, as the case may be, by a successor
Administrative Agent or Co-Syndication Agent, as the case may be, such successor
Administrative Agent or Co-Syndication Agent shall be entitled to receive from
the retiring Administrative Agent or Co-Syndication Agent such documents of
transfer and assignment as such successor Administrative Agent or Co-Syndication
Agent, as the case may be, may reasonably request, and shall thereupon succeed
to and become vested with all rights, powers, privileges and duties of the
retiring Administrative Agent or Co-Syndication Agent, as the case may be, and
the retiring Administrative Agent or Co-Syndication Agent shall be discharged
from its duties and obligations under this Agreement.  After any
retiring Administrative Agent’s or Co-Syndication Agent’s resignation hereunder
as the Administrative Agent or Co-Syndication Agent, as the case may be, the
provisions of:

     

    (a)           this
Article X shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Administrative Agent or Co-Syndication Agent under this Agreement;
and

     

    (b)           Sections 11.3
and 11.4 shall
continue to inure to its benefit.

     

    SECTION 10.5  Loans by an
Agent.  Each Agent shall have the same rights and powers with
respect to the Loans made by it or any of its Affiliates in its capacity as a
Lender and may exercise the same as if it were not an Agent
hereunder.  Each Agent and its respective Affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
any Obligor or Subsidiary of any thereof as if it were not an Agent
hereunder.

     

    SECTION 10.6  Credit
Decisions.  Each Lender acknowledges that it has, independently
of the Agents and each other Lender, and based on such Lender’s review of the
financial information of each Obligor, this Agreement, the other Loan Documents
(the terms and provisions which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender has deemed
appropriate, made its own credit decision to make available its
Commitment.  Each Lender also acknowledges that it will, independently
of the Agents and each other Lender, and based on such other documents,
information and investigations as it shall deem appropriate at any time,
continue to make its own credit decisions as to exercising or not exercising
from time to time any rights and privileges available to it under this Agreement
or any other Loan Document.

     

    SECTION 10.7  Copies, etc.  The
Administrative Agent shall give prompt notice to each Lender of each notice or
request required or permitted to be given to the Administrative Agent by any
Obligor pursuant to the terms of this Agreement or any other Loan Document
(unless concurrently delivered to the Lenders by such Obligor).  The
Administrative Agent will distribute to each Lender each document or instrument
received for its account, and copies of all other communications received by the
Administrative Agent from any Obligor, for
distribution  

     

    
      
        
        

      

      
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    to the
Lenders by the Administrative Agent in accordance with the terms of this
Agreement or any other Loan Document.

     

    SECTION 10.8  Joint Lead Arrangers and other
Agents.  Anything herein to the contrary notwithstanding, the
Joint Lead Arrangers, the Joint Book Runners, the Co-Syndication Agents and the
Co-Documentation Agents listed on the cover page hereof shall not have any
duties or responsibilities under this Agreement, except in their capacity, if
any, as Administrative Agent or Lender.

     

    ARTICLE
XI


     

    MISCELLANEOUS
PROVISIONS

     

    SECTION 11.1  Waivers, Amendments,
etc.  The provisions of this Agreement and of each other Loan
Document may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by the Borrower
and the Required Lenders; provided that no such
amendment, modification or waiver which would:

     

    (a)           modify
any requirement hereunder that any particular action be taken by all the Lenders
or by the Required Lenders shall be effective unless consented to by each
Lender;

     

    (b)           modify
this Section 11.1,
change the definitions of “Percentage,” or “Required Lenders,” increase the
Total Commitment Amount or the Credit Commitment Amount or Percentage of any
Lender, extend the Maturity Date, or, subject to Section 8.2.5,
release any Guarantor from any of its payment obligations under the Guaranty
entered into by it, shall be made without the consent of each
Lender;

     

    (c)           extend
the due date for, or reduce the amount of, any scheduled repayment or prepayment
of principal of or interest on any Loan or the amount of any fee payable under
Section 4.3.2
shall be made without the consent of each Lender; or

     

    (d)           affect
adversely the interests, rights or obligations of the Administrative Agent shall
be made without the consent of the Administrative Agent.

     

    No failure
or delay on the part of any Lender Party in exercising any power or right under
this Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or
right.  No notice to or demand on any Obligor in any case shall
entitle it to any notice or demand in similar or other
circumstances.  No waiver or approval by any Lender Party under this
Agreement or any other Loan Document shall, except as may be otherwise stated in
such waiver or approval, be applicable to subsequent transactions.  No
waiver approval hereunder shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder.

     

    SECTION 11.2  Notices.  Unless
otherwise specified to the contrary, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to
such 

     

    
      
        
        

      

      
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    party at
its address or facsimile number set forth below its signature hereto or at such
other address or facsimile number as may be designated by such party in a notice
to the other parties.  All notices, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by paid courier service,
shall be deemed given when received; all notices if transmitted by facsimile
shall be deemed given when transmitted and the appropriate receipt for
transmission received by the sender thereof.

     

    SECTION 11.3  Payment of Costs and
Expenses.  The Borrower agrees to pay on demand all reasonable
expenses (inclusive of value added tax or any other similar tax imposed thereon)
of the Agents (including the reasonable fees and out-of-pocket expenses of the
single counsel to the Agents and of local counsel, if any, who may be retained
by such counsel to the Agents) in connection with the negotiation, preparation,
execution, and delivery of this Agreement and of each other Loan Document
(including schedules, exhibits, and forms of any document or instrument relevant
to this Agreement or any other Loan Document), and any amendments, waivers,
consents, supplements, or other modifications to this Agreement or any other
Loan Document as from time to time may hereafter be required, whether or not the
transactions contemplated hereby are consummated.

     

    The
Borrower further agrees to pay, and to save the Lender Parties harmless from all
liability for, stamp or other taxes which may be payable in connection with the
execution, delivery or enforcement of this Agreement or any other Loan Document,
and in connection with the making of any Loans hereunder.  The
Borrower also agrees to reimburse each Lender Party upon demand for all
out-of-pocket expenses (inclusive of value added tax or other similar tax
imposed thereon and including attorneys’ fees and legal expenses (including
actual cost to such Lender Party of its in-house counsel) on a full indemnity
basis) incurred by each such Lender Party in connection with (x) the negotiation
of any restructuring or “work-out,” whether or not consummated, of any
Obligations and (y) the enforcement of any obligations, provided that the
Borrower shall reimburse each Lender Party for the fees and legal expenses of
only one counsel for such Lender Party.

     

    SECTION 11.4  Indemnification.  In
consideration of the execution and delivery of this Agreement and each other
Loan Document by each Lender Party and the extension of the Commitments, the
Obligors hereby jointly and severally indemnify, exonerate and hold each Lender
Party and each of their respective officers, directors, employees and agents
(collectively, the “Indemnified Parties”)
free and harmless from and against any and all actions, claims, causes of
action, suits, losses, costs, liabilities and damages, and expenses incurred in
connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including
reasonable attorneys’ fees and disbursements, which shall include the actual
cost to such Indemnified Party of its in-house counsel but shall not include the
fees and expenses of more than one counsel to such Indemnified Party
(collectively, the “Indemnified
Liabilities”), incurred by Indemnified Parties or any of them as a result
of, or arising out of, or relating to:

     

    (a)           any
transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Loan;

     

    
      
        
        

      

      
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    (b)           the
entering into and performance of this Agreement and any other Loan Document by
any of the Indemnified Parties (excluding, however, any action successfully
brought by or on behalf of the Borrower with respect to any determination by any
Lender not to fund any Loans or not to comply with Section 11.15 or
any action by the Required Lenders to terminate or reduce the Commitments or
accelerate the Loans in violation of the terms of this Agreement);

     

    (c)           any
investigation, litigation or proceeding related to any acquisition or proposed
acquisition by any Obligor, or any of their respective Subsidiaries of all or
any portion of the stock or assets of any Person, whether or not any Indemnified
Party is party thereto;

     

    (d)           any
investigation, litigation, or proceeding related to any environmental cleanup,
audit, compliance, or other matter relating to the protection of the environment
or the Release by any Obligor (or any of their respective Subsidiaries) of any
Hazardous Material; or

     

    (e)           the
presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging, or releases from, any real property owned or operated by
any Obligor (or any of their respective Subsidiaries) of any Hazardous Material
(including any losses, liabilities, damages, injuries, costs, expenses, or
claims asserted or arising under any Environmental Law), regardless of whether
caused by, or within the control of, such Person;

     

    except for
any such Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party’s gross negligence
or willful misconduct as finally determined by a court of competent
jurisdiction.  If and to the extent that the foregoing undertaking may
be unenforceable for any reason, the Obligors hereby jointly and severally agree
to make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.

     

    SECTION 11.5  Survival.  The
obligations of the Borrower and each other Obligor under Sections 5.3,
5.4, 5.5, 5.7, 11.3, and 11.4, and the
obligations of the Lenders under Sections 10.1
and 11.15,
shall in each case survive any termination of this Agreement, the payment in
full of Obligations, and the termination of the Commitments.  The
representations and warranties made by the Borrower and each other Obligor in
this Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

     

    SECTION 11.6  Severability.  Any
provision of this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
Jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdictions.

     

    SECTION 11.7  Headings.  The
various headings of this Agreement and of each other Loan Document are inserted
for convenience only and shall not affect the meaning or


     

    
      
        
        

      

      
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    interpretation
of this Agreement or such other Loan Document or any provisions hereof or
thereof.

     

    SECTION 11.8  Execution in Counterparts,
Effectiveness; Entire Agreement.  This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same Agreement.  This Agreement shall become effective on the date
when the Administrative Agent has (a) received (i) counterparts hereof
executed on behalf of the Borrower, the Agents, and each Lender or (ii)
facsimile, telegraphic, or other written confirmation (in form and substance
satisfactory to the Administrative Agent, who may rely upon the advice of its
special counsel in making that determination) of such execution and (b) so
notified the Borrower and the Lenders; provided that no
Lender shall have any obligation to make its initial Loan pursuant to Section 2.1 until the
date (the “Effective
Date”) that the applicable conditions set forth in Sections 6.1 and
6.2 have been
satisfied as provided herein.  The Effective Date must occur on or
before 5:00 p.m., Applicable Time, on July 31, 2008.  This Agreement
and the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior
agreements, written or oral, with respect thereto.

     

    SECTION 11.9  Jurisdiction.

     

    SECTION
11.9.1  Submission;
Service of Process; Immunity; etc.  TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
EITHER AGENT, THE LENDERS OR THE BORROWER MAY BE BROUGHT AND MAINTAINED IN THE
COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK.  THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH LITIGATION.  THE BORROWER FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK.  THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, THE BORROWER HEREBY 

     

    
      
        
        

      

      
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    IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

     

    SECTION
11.9.2  Non-exclusivity.  Nothing
in this Section 11.9
limits the right of a Lender Party to bring proceedings against an Obligor in
connection with any Loan Document in any other court of competent jurisdiction,
or concurrently in more than one jurisdiction.

     

    SECTION
11.9.3  Governing
Law.  EACH LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A
LOAN DOCUMENT) WILL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY
AND ITS PROVISIONS CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

     

    SECTION 11.10  Successors and
Assigns.  This Agreement and each other Loan Document shall be
binding upon and shall inure to the benefit of the parties hereto and thereto
and their respective successors and assigns; provided
that:

     

    (a)           no
Obligor may assign or transfer its rights or obligations hereunder or under any
other Loan Document without the prior written consent of all the Lender
Parties;

     

    (b)           the
rights of sale, assignment and transfer of the Lenders are subject to Section 11.11;
and

     

    (c)           the
rights of the Administrative Agent with respect to resignation or removal are
subject to Section 10.4.

     

    SECTION 11.11  Assignments and Transfers of
Interests.  No Lender may assign or sell participation
interests in its Commitment or any of its Loans or any portion thereof to any
Persons except in accordance with this Section 11.11.

     

    SECTION
11.11.1  Assignments.  Any
attempted assignment or transfer by a Lender of its Loans and Commitment not
made in accordance with this Section 11.11.1
shall be null and void.

     

    (a)           Any
Lender may at any time assign or transfer to (i) one or more Eligible Assignees,
to any of its Affiliates or to any other Lender, in each case (so long as no
Event of Default exists at the time) with the consent of the Administrative
Agent and the Borrower (such consent not to be unreasonably withheld or delayed;
provided that,
it shall not be unreasonable for the Borrower to withhold consent if such
assignment will result in the Borrower becoming liable to make greater or
additional payments (whether under Section 5.7 or
otherwise); provided that, such
consent by the Borrower need not be attained to effect an assignment to (A) from
any Lender to its own affiliate, or (B) if any Event of Default has occurred and
is continuing, to any bank or financial institution or trust, fund or other
entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets, or (ii)
any Federal Reserve Bank (each Person described in any of the foregoing clauses
as being the 

     

    
      
        
        

      

      
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    Person to
whom such assignment or transfer is available to be made, being hereinafter
referred to as a “Transferee Lender”)
all or any part of such Lender’s total Loans and Commitment (which assignment or
transfer shall be of a constant, and not a varying, percentage of all the
assigning Lender’s Loans and Commitment) in a minimum aggregate amount equal to
the lesser of (i) the entire amount of such Lender’s total Loans and Commitment
or (ii) $5,000,000.

     

    (b)           Notwithstanding
clause (a)
above, each Obligor and Agent shall be entitled to continue to deal solely
directly with such Lender in connection with the interests so assigned or
transferred to a Transferee Lender unless and until (i) notice of such
assignment or transfer, together with payment instructions, addresses, and
related information with respect to such Transferee Lender, shall have been
given to the Borrower and each Agent by such Lender and such Transferee Lender,
(ii) such Transferee Lender shall have executed and delivered to the Borrower
and each Agent, a Lender Assignment Agreement, and (iii) the Lender or the
Transferee Lender shall have paid a $3,500 processing fee to the Administrative
Agent; provided, however, that such
processing fee shall not be payable in connection with assignments (i) from one
Lender to another Lender or (ii) from a Lender to one of its
Affiliates.

     

    (c)           From
and after the effective date of such Lender Assignment Agreement (i) the
Transferee Lender thereunder shall be deemed automatically to have become a
party to this Agreement and (to the extent rights and obligations under this
Agreement have been assigned and transferred to such Transferee Lender in
connection with such Lender Assignment Agreement) shall have the rights and
obligations of a Lender under this Agreement and the other Loan Documents, and
(ii) the assignor Lender (to the extent that rights and obligations under this
Agreement have been assigned and transferred by it in connection with such
Lender Assignment Agreement) shall be released from its obligations under this
Agreement and the other Loan Documents.

     

    (d)           Accrued
interest and accrued fees shall be paid in respect of assigned and retained
Loans and Commitments at the same time or times provided in this Agreement,
notwithstanding any such assignments or transfers.

     

    SECTION
11.11.2  Participations.  Any
Lender may at any time sell to one or more commercial banks or other Persons
(each of such commercial banks and other Persons being herein called a “Participant”)
participating interests in any of its Loans and Commitments hereunder; provided
that:

     

    (a)           no
participation contemplated in this Section 11.11.2
shall relieve such Lender from its Commitments or its other obligations
hereunder or under any other Loan Document;

     

    (b)           such
Lender shall remain solely responsible for the performance of its Commitments
and such other obligations;

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

       

    

    (c)           the
Borrower and each other Obligor and the Agents shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and each other Loan Document;

     

    (d)           no
Participant, unless such Participant is an Affiliate of such Lender or is itself
a Lender, shall be entitled to require such Lender to take or refrain from
taking any action hereunder or under any other Loan Document, except that such
Lender may agree with any Participant that such Lender will not, without such
Participant’s consent, take any actions of the type described in clause (a),
(b) or clause (c) of
Section 11.1;
and

     

    (e)           no
Borrower shall be required to pay any amount under this Agreement that is
greater than the amount which it would have been required to pay had no
participating interest been sold.

     

    The
Borrower acknowledges and agrees that each Participant, for purposes of Sections 5.3,
5.4, 5.5, 5.7, 5.9, 5.10, 11.3, and 11.4, shall be
considered a Lender.

     

    SECTION 11.12  Other
Transactions.  Nothing contained herein shall preclude any
Lender Party from engaging in any transaction, in addition to those contemplated
by this Agreement or any other Loan Document, with any Obligor or any of its
Affiliates in which such Obligor or such Affiliate is not restricted hereby from
engaging with any other Person.

     

    SECTION 11.13  Further
Assurances.  Each Obligor agrees to do such further acts and
things and to execute and deliver to each Lender Party such additional
assignments, agreements, powers, and instruments, as such Lender Party may
reasonably require or deem advisable to carry into effect the purposes of this
Agreement or any other Loan Document or to better assure and confirm unto such
Lender Party its rights, powers and remedies hereunder and
thereunder.

     

    SECTION 11.14  Waiver of Jury
Trial.  THE AGENTS, THE LENDERS, THE BORROWER, AND EACH OTHER
OBLIGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST
EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES,
THE AGENTS OR THE BORROWER OR ANY OTHER OBLIGOR.  THE BORROWER AND
EACH OTHER OBLIGOR AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE LENDER PARTIES ENTERING INTO THIS AGREEMENT AND EACH SUCH
OTHER LOAN DOCUMENT TO WHICH IS A PARTY.

     

    SECTION 11.15  Confidentiality.  Each
of the Lender Parties hereby severally agrees with the Borrower that it will
keep confidential all information delivered to such Lender Party or on behalf of
the Borrower or any of their respective Subsidiaries which information is known
by such Lender Party to be proprietary in nature, concerns the terms and
conditions of this 

     

    
      
        
        

      

      
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    Agreement
or any other Loan Document, or is clearly marked or labeled or otherwise
adequately identified when received by such Lender Party as being confidential
information (all such information, collectively for purposes of this section,
“confidential
information”); provided that each
Lender Party shall be permitted to deliver or disclose “confidential
information”: (a) to directors, officers, employees and affiliates; (b)
to authorized agents, attorneys, auditors and other professional advisors
retained by such Lender Party that have been apprised of such Lender Party’s
obligation under this Section 11.15
and have agreed to hold confidential the foregoing information substantially in
accordance with the terms of this Section 11.15; (c)
subject to such Person's written confidentiality agreement in favor of the
Borrower with provisions substantially the same as in this Section 11.15, to (i)
any Transferee Lender or Participant or prospective Transferee Lender or
Participant with respect to such Lender Party's rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap, derivative or securitization transaction relating to the Borrower and
its obligations under this Agreement; (d) to any federal or state
regulatory authority having jurisdiction over such Lender Party; or (e) to any
other Person to which such delivery or disclosure may be necessary or
appropriate (i) to effect compliance with any law, rule, regulation or order
applicable to such Lender Party, (ii) in response to any subpoena or other legal
process (provided that the
Borrower shall be given notice of any such subpoena or other legal process as
soon as possible in any event prior to production (unless provision of any such
notice would result in a violation of any such subpoena or other legal process),
and the Lender Party receiving such subpoena or other legal process shall
cooperate with the Borrower, at the Borrower’s expense, seeking a protective
order to prevent or limit such disclosure), or (iii) in connection with any
litigation to which such Lender Party is a party.

     

    


    For
purposes hereof, the term “confidential
information” does not include any information that: (A) was publicly
known or otherwise known by any Lender Party on a non-confidential basis from a
source other than the Borrower prior to the time such information is delivered
or disclosed to such Lender Party by the Borrower; (B) subsequently becomes
publicly known through no act or omission by any Lender Party or any Person
acting on behalf of any Lender Party; (C) otherwise becomes known to a Lender
Party other than through disclosure by the Borrower (or any Subsidiary thereof)
or through someone subject, to such Lender Party’s knowledge, to a duty of
confidentiality to the Borrower; or (D) constitutes financial statements that
are otherwise publicly available.

     

    SECTION 11.16  Release of Subsidiary
Guarantors.

     

    (a)           If
the Agents receive a certificate from the chief executive officer, the chief
financial officer, or Treasurer of the Borrower certifying as of the date of
that certificate that, after the consummation of the transaction or series of
transactions described in such certificate (which certification shall also state
that such transactions, individually and in the aggregate, will be in compliance
with the terms and conditions of this Agreement, including, to the extent
applicable, the covenants contained in Sections 8.2.5
and 8.2.6, and
that no Default existed, exists, or will exist, as the case may be, immediately
before, as a result of, or after giving effect to such transaction or
transactions and the release or termination, as the case may be, described
below), the 

     

    
      
        
        

      

      
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    Guarantor,
identified in such certificate will no longer be a Subsidiary of the Borrower,
then such Guarantor’s Guaranty shall automatically terminate.

     

    (b)           No
such termination or cessation shall release, reduce, or otherwise adversely
affect the obligations of any other Obligor under this Agreement, any other
Guaranty, or any other Loan Document, all of which obligations continue to
remain in full force and effect.

     

    (c)           Each
Lender Party shall, at the Borrower’s expense, execute such documents as the
Borrower may reasonably request to evidence such termination or cessation, as
the case may be.

     

    SECTION 11.17  Collateral.  Each of
the Lenders represents to the Administrative Agent and each of the other Lenders
that it in good faith is not relying upon any Margin Stock as collateral in the
extension or maintenance of the credit provided for in this
Agreement.

     

    SECTION 11.18  USA PATRIOT Act
Notice.  Each Lender and the Administrative Agent (for itself
and not on behalf of any 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 or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.

     

    REMAINDER
OF PAGE INTENTIONALLY BLANK.  THIS PAGE IS

    FOLLOWED
BY A SIGNATURE PAGE FOR THE BORROWER,

    FOLLOWED
BY SEPARATE SIGNATURE PAGES FOR

    THE AGENTS
AND THE LENDERS.

     

    


     

    


    
      
        
        

      

      
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    EXECUTED
as of the date first stated in this Credit Agreement.

     

    
      
        	 	 	
                INGRAM MICRO INC., as
      the Borrower

              	 
	 	 	 	 	 	 
	
                 

              	 	
                By:
      

              	/s/ Alain
    Monie	 
	 	 	 	 Name: 	Alain Monie	 
	 	 	 	 Title :	President and Chief
      Operating Officer	 
	 	 	 	 	 	 


      

    

    
      	 	 	 	 	 	 
	
               

            	 	
              By:
      

            	/s/ William D.
      Humes	 
	 	 	 	 Name: 	William D.
      Humes	 
	 	 	 	 Title :	Executive Vice
      President and Chief Financial Officer	 
	 	 	 	 	 	 


    

     

    
      	 	
              Address: 
      

            	1600
      E. St. Andrew Place 

              Santa
      Ana, CA 92705

            
	 	 
      	 
	 	
              Facsimile No.: 


            	714-566-9447 
	 	 
      	 
	 	
              Attention: 
      

            	Erik
      Smolders 
	 	 
      	 


    

    


    
      One of
Several Signature Pages to

      Credit
Agreement



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

     

    
       

      
        
          	 	 	
                  THE
      BANK OF NOVA SCOTIA, as
      the 

                  Administrative
      Agent

                	 
	 	 	 	 	 	 
	
                   

                	 	
                  By:
      

                	/s/ Diane
      Emanuel	 
	 	 	 	 Name: 	Diane
    Emanuel	 
	 	 	 	 Title :	Director	 
	 	 	 	 	 	 


        

      

      
        	 	 	 	 	 	 
	 	 	
                Address
      for Notices and Payment of Fees:

                WBO
      Loan Operations

                720
      King Street West, 2nd
      FL

                Toronto,
      Ontario

                M5V
      2T3

                 

                Facsimile
      No.:  (416) 350-5159

                 

                Attention:  John
      Hall

              


        


        
          One of
Several Signature Pages to

          Credit
Agreement


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXECUTED
as of the date first stated in this Credit Agreement.

     

     

    
      	
            	 	
              BNP
      PARIBAS, as Co-Syndication Agent

            	 
	 	 	 	 	 	 
	
               

            	 	
              By:
      

            	/s/ William
      Davidson	 
	 	 	 	 Name: 	William
      Davidson	 
	 	 	 	 Title :	Director	 
	 	 	 	 	 	 


      
        
          	 	 	 	 	 	 
	
                   

                	 	
                  By:
      

                	/s/ Jamie
      Dillon	 
	 	 	 	 Name: 	Jamie
Dillon	 
	 	 	 	 Title :	Managing
      Director	 
	 	 	 	 	 	 


        

        
          	 	 	 	 	 	 


          


          
            One of
Several Signature Pages to

            Credit
Agreement



        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    EXECUTED
as of the date first stated in this Credit Agreement.

     

     

    
      	
            	 	
              ABN
      AMRO BANK, N.V., as Co-Syndication Agent

            	 
	 	 	 	 	 	 


    

    
      	
               

            	 	
              By:
      

            	/s/ Gina M.
      Brusatori	 
	 	 	 	 Name: 	Gina M.
      Brusatori	 
	 	 	 	 Title :	Managing
      Director	 
	 	 	 	 	 	 


    

    
       

      
        	
                 

              	 	
                By:
      

              	/s/ Kathryn M.
      Schutz	 
	 	 	 	 Name: 	Kathryn M.
      Schutz	 
	 	 	 	 Title :	Assistant Vice
      President	 
	 	 	 	 	 	 


      

      



    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXECUTED
as of the date first stated in this Credit Agreement.

     

    
      
        	
                Percentage

              	
                Initial

                Commitment

                Amount

              	 	 	 
	
                
                  10.80%

                

              	
                
                  $27,000,000

                

              	 	
                THE
      BANK OF NOVA SCOTIA, as a Lender

              	 
	
                 

              	 	 	 	 	 	 
	 	
                 

              	 	
                By:
      

              	/s/ Diane
      Emanuel	 
	 	 	 	 	 Name: 	Diane
    Emanuel	 
	 	 	 	 	 Title :	Director	 
	 	 	 	 	 	 	 


      

      
      

    

    


    
      	
              Lending
      Office:

            	
              Address
      for Notices and Payment of Fees:

            
	
              580
      California Street

            	
              WBO
      Loan Operations

            
	
              San
      Francisco, California 94104

            	
              720
      King Street West, 2nd
      FL

            
	
              Facsimile
      No.:  (415) 397-0791

            	
              Toronto,
      Ontario

              M5V
      2T3

            
	
              Attention:  Diane
      Emanuel

            	
              Facsimile
      No.:  (416) 350-5159

            
	 
      	
              Attention:  John
      Hall

            


      


      
        One of
Several Signature Pages to

        Credit
Agreement

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXECUTED
as of the date first stated in this Credit Agreement.

    
       

      
        
          	
                  Percentage

                	
                  Initial

                  Commitment

                  Amount

                	 	 	 
	
                  
                    10.80%

                  

                	
                  
                    $27,000,000

                  

                	 	
                  BNP
      PARIBAS, as a Lender

                	 
	
                   

                	 	 	 	 	 	 
	 	
                   

                	 	
                  By:
      

                	/s/ William
      Davidson	 
	 	 	 	 	 Name: 	William
      Davidson	 
	 	 	 	 	 Title :	Director	 
	 	 	 	 	 	 	 


        

      

      
        	
                 

              	 	 	 	 	 	 
	 	
                 

              	 	
                By:
      

              	/s/ Stuart
      Darby	 
	 	 	 	 	 Name: 	Stuart
Darby	 
	 	 	 	 	 Title :	Director	 
	 	 	 	 	 	 	 


      

    

    


    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              San
      Francisco Branch

            	
              San
      Francisco Branch

            
	
              One
      Front St., 23rd
      Floor

            	
              c/o
      BNP Paribas RCC, Inc.

            
	
              San
      Francisco, CA  94111

            	
              525
      Washington Blvd.

            
	 
      	
              Jersey
      City, NJ  07310

            
	
              Facsimile No.: (415)
      296-8954

            	
              Facsimile No.: (201)
      850-4059

            
	
              Telephone No.: (415)
      772-1335

            	
              Telephone No.: (514)
      285-6100 x5519

            
	
              Attention: William
      Davidson

            	
              Attention: Stephane
      Vaillancourt

            
	
              Email:
      bill.davidson@us.bnpparibas.com

            	
              Email:
      stephane.vaillancourt@americas.bnpparibas.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	 
      
	 
      	 
      
	 
      	
              Facsimile
      No.:

            
	 
      	
              Telephone
      No.:

            
	 
      	
              Attention:

            
	 
      	
              Email:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      10.80%

                    

                  	
                    
                      $27,000,000

                    

                  	 	
                    ABN
      AMRO BANK N.V., as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 
	 	
                     

                  	 	
                    By:
      

                  	/s/ Gina M.
      Brusatori	 
	 	 	 	 	 Name: 	Gina M.
      Brusatori	 
	 	 	 	 	 Title :	Managing
      Director	 
	 	 	 	 	 	 	 


          

        

        
          	
                   

                	 	 	 	 	 	 
	 	
                   

                	 	
                  By:
      

                	/s/ Kathryn M.
      Schutz	 
	 	 	 	 	 Name: 	Kathryn M.
      Schutz	 
	 	 	 	 	 Title :	Assistant Vice
      President	 
	 	 	 	 	 	 	 


        

      

    

     

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              ABN
      AMRO Bank N.V.

            	
              ABN
      AMRO Bank N.V.

            
	
              540
      West Madison St., Suite 2621

            	
              540
      West Madison St., Suite 2621

            
	
              Chicago,
      IL  60661

            	
              Chicago,
      IL  60661

            
	
              Facsimile No.: (312)
      338-0184

            	
              Facsimile No.: (312)
      338-0184

            
	
              Telephone
      No.:

            	
              Telephone
      No.:

            
	
              Attention: Credit
      Administration

            	
              Attention: Credit
      Administration

            
	
              Email:
      shontella.leverston@abnamro.com

            	
              Email:
      shontella.leverston@abnamro.com

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	
              ABN
      AMRO Bank N.V.

            
	 
      	
              150
      Spear St, Suite 1750

            
	 
      	
              San
      Francisco, CA  94105

            
	 
      	
              Facsimile No.: (415)
      343-7028

            
	 
      	
              Telephone No.: (415)
      343-7006

            
	 
      	
              Attention: Kathryn
      Schutz

            
	 
      	
              Email:
      kathryn.schutz@abnamro.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	
              ABN
      AMRO Bank N.V.

            
	 
      	
              540
      West Madison St., Suite 2100

            
	 
      	
              Chicago,
      IL  60661

            
	 
      	
              Facsimile No.: (312)
      338-2006

            
	 
      	
              Telephone No.: (312)
      338-7299

            
	 
      	
              Attention: Loan
      Administration

            
	 
      	
              Email:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      10.80%

                    

                  	
                    
                      $27,000,000

                    

                  	 	
                    DANSKE
      BANK A/S, as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 


          

          
            	 	
                     

                  	 	
                    By:
      

                  	/s/ Else-Marie Friis
      Smith	 
	 	 	 	 	 Name: 	Else-Marie Friis
      Smith	 
	 	 	 	 	 Title :	Senior Legal
      Counsel	 
	 	 	 	 	 	 	 


          

          
          

           

          
            	 	
                     

                  	 	
                    By:
      

                  	/s/ Ole
    Hatting	 
	 	 	 	 	 Name: 	Ole Hatting	 
	 	 	 	 	 Title :	Chief Legal
      Counsel	 
	 	 	 	 	 	 	 


          

          
          

           

        

      

    

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              2-12
      Holmens Kanal

            	
              4754 Specialised
      Credits

            
	
              DK-1092
      Copenhagen K

            	
              2-12
      Holmens Kanal

            
	
              Denmark

            	
              DK-1092
      Copenhagen K

            
	 
      	
              Denmark

            
	
              Facsimile No.: +45 45 12
      87 22

            	
              Facsimile
      No.: +45 45 12 87
      22

            
	
              Telephone No.: +45 45 14
      63 59

            	
              Telephone No.: +45 45 14
      63 59

            
	
              Attention:
      Specialised
    Credits

            	
              Attention: Specialised
    Credits

            
	
              Email:
      specialisedcredits@danskebank.dk

            	
              Email:
      specialisedcredits@danskebank.dk

            
	 
      	 
      
	 	 


    

    
      	
            	
              with
      a copy to:

            
	 	3925
      Loans & Deposits
	 	2-12
      Holmens Kanal
	 	DK-1092
      Copenhagen K
	 	Denmark
	 
      	
              Facsimile
      No.: +45 45 14 99
    78

            
	 
      	
              Telephone No.: +45 45 14 56
  56

            
	 
      	
              Attention:
      Loans &
    Deposits

            
	 
      	
              Email: R3925SYN@danskebank.dk

            


       

    

    
      	 
      	
              Address
      for Payment of Fees:

            
	 
      	 
      
	 
      	
              Facsimile
      No.: +45 45 14 99
    78

            
	 
      	
              Telephone No.: +45 45 14 56
  56

            
	 
      	
              Attention:
      Loans &
    Deposits

            
	 
      	
              Email: R3925SYN@danskebank.dk

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

     

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      10.80%

                    

                  	
                    
                      $27,000,000

                    

                  	 	
                    DRESDNER
      BANK AG, NIEDERLASSUNG LUXEMBURG, as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 


          

          
            	 	
                     

                  	 	
                    By:
      

                  	/s/ Bianca
      Bethke   /s/ A. Stockemer	 
	 	 	 	 	 Name: 	Biance
    Bethke	 
	 	 	 	 	 Title :	Transaction
      Management	 
	 	 	 	 	 	 	 


          

          
             

          

        

      

    

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              Dresdner
      Bank AG, Niederlassung Luxemburg

            	
              Dresdner
      Bank AG

            
	
              6A,
      route de Treves, L-2633 Senningerberg

            	
              Jurgen-Ponto-Platz
      1

            
	
              Luxembourg

            	
              D60301
      Frankfurt/Main

            
	
              Facsimile No.: +352-34
      68 68-393

            	
              Facsimile No.:
      +49-69-263-11745

            
	
              Telephone
      No.:  +352-34 68 68-8036

            	
              Telephone No.:
      +49-69-263-11745

            
	
              Attention: Andrea
      Stockemer

            	
              Attention: Reinhard
      Bracker

            
	
              Email:
      Andrea.Stockemer@dkib.com

            	
              Email:
      Reinhard.Bracker@dresdner-bank.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	 
      
	 
      	 
      
	 
      	
              Facsimile
      No.:

            
	 
      	
              Telephone
      No.:

            
	 
      	
              Attention:

            
	 
      	
              Email:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      9.00%

                    

                  	
                    
                      $22,500,000

                    

                  	 	
                    UNION
      BANK OF CALIFORNIA, N.A., as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 
	 	
                     

                  	 	
                    By:
      

                  	/s/ James
    Heim	 
	 	 	 	 	 Name: 	James Heim	 
	 	 	 	 	 Title :	Vice
    President	 
	 	 	 	 	 	 	 


          

          
          

        

         

      

    

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              18300
      Von Karman Ave., Suite 310

            	
              18300
      Von Karman Ave., Suite 310

            
	
              Irvine,
      CA  92612

            	
              Irvine,
      CA  92612

            
	 
      	 
      
	
              Facsimile No.: (949)
      553-7122

            	
              Facsimile No.: (949)
      553-7122

            
	
              Telephone No.: (949)
      553-6851

            	
              Telephone No.: (949)
      553-6851

            
	
              Attention: James
      Heim

            	
              Attention: James
      Heim

            
	
              Email:
      james.heim@uboc.com

            	
              Email:
      james.heim@uboc.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	
              Commercial
      Loan Operations

            
	 
      	
              1980
      Saturn St.

            
	 
      	
              Monterey
      Park, CA  91754

            
	 
      	
              Facsimile No.: (323)
      720-2252/51

            
	 
      	
              Telephone No.: (323)
      720-2870

            
	 
      	
              Attention: Maria
      Suncin

            
	 
      	
              Email:
      #clo_synd@uboc.com

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      7.40%

                    

                  	
                    
                      
                        $18,500,000

                      

                    

                  	 	
                    UBS
      LOAN FINANCE LLC, as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 


          

          
            	 	
                     

                  	 	
                    By:
      

                  	/s/ Richard L.
      Tavrow	 
	 	 	 	 	 Name: 	Richard L.
      Tavrow	 
	 	 	 	 	 Title :	Director	 
	 	 	 	 	 	 	 


          

        

      

    

    
       

      
        	 	
                 

              	 	
                By:
      

              	/s/ Irja R.
      Otsa	 
	 	 	 	 	 Name: 	Irja R.
Otsa	 
	 	 	 	 	 Title :	Associate
      Director	 
	 	 	 	 	 	 	 


      

      



    

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              677
      Washington Boulevard

            	
              677
      Washington Boulevard

            
	
              Stamford,
      CT  06901

            	
              Stamford,
      CT  06901

            
	
              Facsimile No.: (203)
      719-3888

            	
              Facsimile No.: (203)
      719-3888

            
	
              Telephone No.: (203)
      719-0678

            	
              Telephone No.: (203)
      719-0678

            
	
              Attention: Iris
      Choi

            	
              Attention: Iris
      Choi

            
	
              Email:
      iris.choi@ubs.com

            	
              Email:
      iris.choi@ubs.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	
              677
      Washington Boulevard

            
	 
      	
              Stamford,
      CT  06901

            
	 
      	
              Facsimile No.: (203)
      719-3888

            
	 
      	
              Telephone No.: (203)
      719-0678

            
	 
      	
              Attention: Iris
      Choi

            
	 
      	
              Email:
      iris.choi@ubs.com

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
         

        
          
            	
                    Percentage

                  	
                    Initial

                    Commitment

                    Amount

                  	 	 	 
	
                    
                      7.40%

                    

                  	
                    
                      $18,500,000

                    

                  	 	
                    MIZUHO
      CORPORATE BANK, LTD., as a Lender

                  	 
	
                     

                  	 	 	 	 	 	 
	 	
                     

                  	 	
                    By:
      

                  	/s/ Bertram
      Tang	 
	 	 	 	 	 Name: 	Bertram
      Tang	 
	 	 	 	 	 Title :	Authorized
      Signatory	 
	 	 	 	 	 	 	 


          

           

        

      

    

    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              1251
      Avenue of the Americas

            	
              1800
      Plaza Ten

            
	
              New
      York, NY  10020

            	
              Harborside
      Financial Center

            
	 
      	
              Jersey
      City, NJ  07311

            
	
              Facsimile
      No.:

            	
              Facsimile
      No.:

            
	
              Telephone No.: (212)
      282-3467

            	
              Telephone No.: (201)
      626-9347

            
	
              Attention: Hilary
      Zhang

            	
              Attention: John
      O'Donnell

            
	
              Email:
      Hilary.Zhang@mizuhocbus.com

            	
              Email:
      John.ODonnell@mizuhocbus.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	
              1800
      Plaza Ten

            
	 
      	
              Harborside
      Financial Center

            
	 
      	
              Jersey
      City, NJ  07311

            
	 
      	
              Facsimile
      No.:

            
	 
      	
              Telephone No.: (201)
      626-9347

            
	 
      	
              Attention: John
      O'Donnell

            
	 
      	
              Email:
      John.ODonnell@mizuhocbus.com

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
        
           

          
            
              	
                      Percentage

                    	
                      Initial

                      Commitment

                      Amount

                    	 	 	 
	
                      
                        7.40%

                      

                    	
                      
                        $18,500,000

                      

                    	 	
                      BANK
      OF AMERICA, N.A., as a Lender

                    	 
	
                       

                    	 	 	 	 	 	 
	 	
                       

                    	 	
                      By:
      

                    	/s/ Debra E.
      Delvecchio	 
	 	 	 	 	 Name: 	Debra E.
      Delvecchio	 
	 	 	 	 	 Title :	Managing
      Director	 
	 	 	 	 	 	 	 


            

          

        

      

    

    


    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              100
      Federal St.

            	
              101
      N. Tryon St.

            
	
              Boston,
      MA  02110

            	
              Charlotte,
      NC  28246

            
	
              Facsimile
      No.:

            	
              Facsimile No.: (972)
      728-9597

            
	
              Telephone No.: (617)
      434-2815

            	
              Telephone No.: (415)
      436-4777 x8549

            
	
              Attention: Debbie
      Delvecchio

            	
              Attention: Amit
      Mehta

            
	
              Email:
      debra.e.delvecchio@BankofAmerica.com

            	
              Email:
      amit.z.mehta@BankofAmerica.com

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	
              100
      Federal St.

            
	 
      	
              Boston,
      MA  02110

            
	 
      	
              Facsimile
      No.:

            
	 
      	
              Telephone No.: (617)
      434-2815

            
	 
      	
              Attention: Debbie
      Delvecchio

            
	 
      	
              Email:
      debra.e.delvecchio@BankofAmerica.com

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
        
           

          
            
              	
                      Percentage

                    	
                      Initial

                      Commitment

                      Amount

                    	 	 	 
	
                      
                        7.40%

                      

                    	
                      
                        $18,500,000

                      

                    	 	
                      BANK
      AUSTRIA CREDITANSTALT AG, as a Lender

                    	 
	
                       

                    	 	 	 	 	 	 
	 	
                       

                    	 	
                      By:
      

                    	/s/ Iris
    Kurz	 
	 	 	 	 	 Name: 	Iris
      Kurz	 
	 	 	 	 	 Title :	Manager	 
	 	 	 	 	 	 	 


            

             

            
              	 	
                       

                    	 	
                      By:
      

                    	/s/ Herbert
      Tempsch	 
	 	 	 	 	 Name: 	Herbert
      Tempsch	 
	 	 	 	 	 Title :	Head of Structured
      Finance	 
	 	 	 	 	 	 	 


            

          

        

      

    

    


    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              Schottengasse
      6-8

            	
              Julius
      Tandler Platz 3

            
	
              A-1010
      Wien, Austria

            	
              A-1090
      Wien, Austria

            
	
              Facsimile No.: +43
      (0)50505-44208

            	
              Facsimile No.: +43
      (0)50505-49394

            
	
              Telephone No.: +43
      (0)50505-41658

            	
              Telephone No.: +43
      (0)50505-44238

            
	
              Attention: Iris
      Kurz

            	
              Attention: Bettina
      Metz

            
	
              Email:

            	
              Email:

            
	 
      	 
      
	 
      	
              Address
      for Payment of Fees:

            
	 
      	 
      
	 
      	 
      
	 
      	
              Facsimile
      No.:

            
	 
      	
              Telephone
      No.:

            
	 
      	
              Attention:

            
	 
      	
              Email:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
as of the date first stated in this Credit Agreement.

    
      
        
          
             

            
              
                	
                        Percentage

                      	
                        Initial

                        Commitment

                        Amount

                      	 	 	 
	
                        
                          7.40%

                        

                      	
                        
                          $18,500,000

                        

                      	 	
                        MORGAN
      STANLEY BANK, as a Lender

                      	 
	
                         

                      	 	 	 	 	 	 
	 	
                         

                      	 	
                        By:
      

                      	/s/ Daniel
      Twenge	 
	 	 	 	 	 Name: 	Daniel
    Twenge	 
	 	 	 	 	 Title :	Authorized
      Signatory	 
	 	 	 	 	 	 	 


              

            

          

        

      

    

    


    
      	
              Lending
      Office:

            	
              Address
      for Notices:

            
	
              2500
      Lake Park Blvd, Suite 300C

            	
              One
      Pierrepont Plaza, 7th
      Floor

            
	
              West
      Valley City, UT 84120

            	
              300
      Cadman Plaza West

            
	
               

            	
              Brooklyn,
      NY  11201

            
	
              Facsimile No.: (718)
      507-1864

            	
              Facsimile No.: (718)
      233-2132

            
	
              Telephone No.: (212)
      761-1431

            	
              Telephone No.: (718)
      754-7411

            
	
              Attention: Megan
      Franchetti

            	
              Attention: Gabriela
      Nevergold

            
	
              Email:
      Megan.Franchetti@morganstanley.com

            	
              Email:
      Gabriela.Nevergold@morganstanley.com

            
	 
      	 
      
	 
      	
              

                Address
      for Payment of Fees:

              

            
	 
      	
              

                One
      Pierrepont Plaza, 7th
      Floor

              

            
	 
      	
              

                300
      Cadman Plaza West

              

            
	 	

              Brooklyn,
      NY  11201

            
	 
      	
              Facsimile No.: (718)
      233-2132

            
	 
      	
              Telephone No.: (718)
      754-7411

            
	 
      	
              Attention: Gabriela
      Nevergold

            
	 
      	
              Email:
      Gabriela.Nevergold@morganstanley.com