Exhibit 10.44



Execution Version



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CREDIT AGREEMENT



Dated as of December 17, 2004



among



BEARINGPOINT, INC.

as Borrower,



BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and

L/C Issuer,



JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

and
L/C Issuer,



and



The Other Lenders Party Hereto



BANC OF AMERICA SECURITIES LLCand

J.P. MORGAN SECURITIES INC.,as

Joint Lead Arrangers and Joint Book Managers



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TABLE OF CONTENTS



|        |  |                                                              |  |     
|------- |  | ------------------------------------------------------------ |  | ----
|Section |  |                                                              |  | Page
|        |  | ARTICLE I.                                                   |  |     
|        |  | DEFINITIONS AND ACCOUNTING TERMS                             |  |     
|        |  |                                                             
|1.01    |  | Defined Terms                                                |  | 1   
|        |  |                                                             
|1.02    |  | Other Interpretive Provisions                                |  | 28  
|        |  |                                                             
|1.03    |  | Accounting Terms                                             |  | 29  
|        |  |                                                             
|1.04    |  | Exchange Rates; Currency Equivalents                         |  | 29  
|        |  |                                                             
|1.05    |  | Additional Alternative Currencies                            |  | 30  
|        |  |                                                             
|1.06    |  | Change of Currency                                           |  | 30  
|        |  |                                                             
|1.07    |  | Times of Day                                                 |  | 31  
|        |  |                                                             
|1.08    |  | Letter of Credit Amounts                                     |  | 31  
|        |  |                                                             
|        |  | ARTICLE II.                                                  |  |     
|        |  | THE COMMITMENTS AND CREDIT EXTENSIONS                        |  |     
|        |  |                                                             
|2.01    |  | Committed Loans                                              |  | 31  
|        |  |                                                             
|2.02    |  | Borrowings, Conversions and Continuations of Committed Loans |  | 32  
|        |  |                                                             
|2.03    |  | Letters of Credit                                            |  | 34  
|        |  |                                                             
|2.04    |  | Swing Line Loans                                             |  | 42  
|        |  |                                                             
|2.05    |  | Prepayments                                                  |  | 45  
|        |  |                                                             
|2.06    |  | Termination or Reduction of Commitments                      |  | 47  
|        |  |                                                             
|2.07    |  | Repayment of Loans                                           |  | 48  
|        |  |                                                             
|2.08    |  | Interest                                                     |  | 48  
|        |  |                                                             
|2.09    |  | Fees                                                         |  | 49  
|        |  |                                                             
|2.10    |  | Computation of Interest and Fees                             |  | 49  
|        |  |                                                             
|2.11    |  | Evidence of Debt                                             |  | 49  
|        |  |                                                             
|2.12    |  | Payments Generally; Administrative Agents Clawback          |  | 50  
|        |  |                                                             
|2.13    |  | Sharing of Payments by Lenders                               |  | 52  
|        |  |                                                             
|        |  | ARTICLE III.                                                 |  |     
|        |  | TAXES, YIELD PROTECTION AND ILLEGALITY                       |  |     
|        |  |                                                             
|3.01    |  | Taxes                                                        |  | 53  
|        |  |                                                             
|3.02    |  | Illegality                                                   |  | 55  
|        |  |                                                             
|3.03    |  | Inability to Determine Rates                                 |  | 56  
|        |  |                                                             
|3.04    |  | Increased Costs; Reserves on Eurocurrency Rate Loans         |  | 56  



i



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|     |  |                                                                                |  |   
|---- |  | ------------------------------------------------------------------------------ |  | --
|     |  |                                                                               
|3.05 |  | Compensation for Losses                                                        |  | 58
|     |  |                                                                               
|3.06 |  | Mitigation Obligations; Replacement of Lenders                                 |  | 59
|     |  |                                                                               
|3.07 |  | Survival                                                                       |  | 59
|     |  |                                                                               
|     |  | ARTICLE IV.                                                                    |  |   
|     |  | CONDITIONS PRECEDENT TO CREDIT EXTENSIONS                                      |  |   
|     |  |                                                                               
|4.01 |  | Conditions of Initial Credit Extension                                         |  | 59
|     |  |                                                                               
|4.02 |  | Conditions to all Credit Extensions                                            |  | 62
|     |  |                                                                               
|     |  | ARTICLE V.                                                                     |  |   
|     |  | REPRESENTATIONS AND WARRANTIES                                                 |  |   
|     |  |                                                                               
|5.01 |  | Existence, Qualification and Power; Compliance with Laws                       |  | 63
|     |  |                                                                               
|5.02 |  | Authorization; No Contravention                                                |  | 63
|     |  |                                                                               
|5.03 |  | Governmental Authorization; Other Consents                                     |  | 63
|     |  |                                                                               
|5.04 |  | Binding Effect                                                                 |  | 64
|     |  |                                                                               
|5.05 |  | Financial Statements; No Material Adverse Effect                               |  | 64
|     |  |                                                                               
|5.06 |  | Litigation                                                                     |  | 65
|     |  |                                                                               
|5.07 |  | No Default                                                                     |  | 65
|     |  |                                                                               
|5.08 |  | Ownership of Property; Liens                                                   |  | 65
|     |  |                                                                               
|5.09 |  | Environmental Compliance                                                       |  | 65
|     |  |                                                                               
|5.10 |  | Insurance                                                                      |  | 65
|     |  |                                                                               
|5.11 |  | Taxes                                                                          |  | 65
|     |  |                                                                               
|5.12 |  | ERISA Compliance                                                               |  | 66
|     |  |                                                                               
|5.13 |  | Subsidiaries; Equity Interests                                                 |  | 66
|     |  |                                                                               
|5.14 |  | Margin Regulations; Investment Company Act; Public Utility Holding Company Act |  | 67
|     |  |                                                                               
|5.15 |  | Disclosure                                                                     |  | 67
|     |  |                                                                               
|5.16 |  | Compliance with Laws                                                           |  | 67
|     |  |                                                                               
|5.17 |  | Intellectual Property; Licenses, Etc                                           |  | 68
|     |  |                                                                               
|5.18 |  | Solvency                                                                       |  | 68
|     |  |                                                                               
|5.19 |  | Security Instruments and Guaranty                                              |  | 68
|     |  |                                                                               
|     |  | ARTICLE VI.                                                                    |  |   
|     |  | AFFIRMATIVE COVENANTS                                                          |  |   
|     |  |                                                                               
|6.01 |  | Financial Statements                                                           |  | 68
|     |  |                                                                               
|6.02 |  | Certificates; Other Information                                                |  | 70
|     |  |                                                                               
|6.03 |  | Notices                                                                        |  | 72



ii



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|     |  |                                                                                           |  |   
|---- |  | ----------------------------------------------------------------------------------------- |  | --
|     |  |                                                                                          
|6.04 |  | Payment of Obligations                                                                    |  | 72
|     |  |                                                                                          
|6.05 |  | Preservation of Existence, Etc.                                                           |  | 73
|     |  |                                                                                          
|6.06 |  | Maintenance of Properties                                                                 |  | 73
|     |  |                                                                                          
|6.07 |  | Maintenance of Insurance                                                                  |  | 73
|     |  |                                                                                          
|6.08 |  | Compliance with Laws                                                                      |  | 73
|     |  |                                                                                          
|6.09 |  | Books and Records                                                                         |  | 73
|     |  |                                                                                          
|6.10 |  | Inspection Rights                                                                         |  | 74
|     |  |                                                                                          
|6.11 |  | Use of Proceeds                                                                           |  | 74
|     |  |                                                                                          
|6.12 |  | Approvals and Authorizations                                                              |  | 74
|     |  |                                                                                          
|6.13 |  | Collateral                                                                                |  | 74
|     |  |                                                                                          
|6.14 |  | Additional Guarantors; New Subsidiaries and Pledgors                                      |  | 75
|     |  |                                                                                          
|     |  | ARTICLE VII.                                                                              |  |   
|     |  | NEGATIVE COVENANTS                                                                        |  |   
|     |  |                                                                                          
|7.01 |  | Liens                                                                                     |  | 77
|     |  |                                                                                          
|7.02 |  | Investments and Acquisitions                                                              |  | 78
|     |  |                                                                                          
|7.03 |  | Indebtedness                                                                              |  | 81
|     |  |                                                                                          
|7.04 |  | Fundamental Changes                                                                       |  | 82
|     |  |                                                                                          
|7.05 |  | Dispositions                                                                              |  | 82
|     |  |                                                                                          
|7.06 |  | Restricted Payments                                                                       |  | 83
|     |  |                                                                                          
|7.07 |  | Change in Nature of Business                                                              |  | 84
|     |  |                                                                                          
|7.08 |  | Transactions with Affiliates                                                              |  | 84
|     |  |                                                                                          
|7.09 |  | Burdensome Agreements                                                                     |  | 84
|     |  |                                                                                          
|7.10 |  | Use of Proceeds                                                                           |  | 85
|     |  |                                                                                          
|7.11 |  | Financial Covenants                                                                       |  | 85
|     |  |                                                                                          
|7.12 |  | Capital Expenditures                                                                      |  | 85
|     |  |                                                                                          
|7.13 |  | Prepayments; Amendments to Senior Note Purchase Agreement and Convertible Notes Indenture |  | 85
|     |  |                                                                                          
|     |  | ARTICLE VIII.                                                                             |  |   
|     |  | EVENTS OF DEFAULT AND REMEDIES                                                            |  |   
|     |  |                                                                                          
|8.01 |  | Events of Default                                                                         |  | 86
|     |  |                                                                                          
|8.02 |  | Remedies Upon Event of Default                                                            |  | 88
|     |  |                                                                                          
|8.03 |  | Application of Funds                                                                      |  | 88



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|           |  |                                                        |  |    
|---------- |  | ------------------------------------------------------ |  | ---
|           |  |                                                       
|           |  | ARTICLE IX.                                            |  |    
|           |  | ADMINISTRATIVE AGENT                                   |  |    
|           |  |                                                       
|9.01       |  | Appointment and Authority                              |  | 89 
|           |  |                                                       
|9.02       |  | Rights as a Lender                                     |  | 90 
|           |  |                                                       
|9.03       |  | Exculpatory Provisions                                 |  | 90 
|           |  |                                                       
|9.04       |  | Reliance by Administrative Agent                       |  | 91 
|           |  |                                                       
|9.05       |  | Delegation of Duties                                   |  | 91 
|           |  |                                                       
|9.06       |  | Resignation of Administrative Agent                    |  | 91 
|           |  |                                                       
|9.07       |  | Non-Reliance on Administrative Agent and Other Lenders |  | 92 
|           |  |                                                       
|9.08       |  | No Other Duties, Etc.                                  |  | 93 
|           |  |                                                       
|9.09       |  | Administrative Agent May File Proofs of Claim          |  | 93 
|           |  |                                                       
|9.10       |  | Collateral and Guaranty Matters                        |  | 93 
|           |  |                                                       
|           |  | ARTICLE X.                                             |  |    
|           |  | MISCELLANEOUS                                          |  |    
|           |  |                                                       
|10.01      |  | Amendments, Etc.                                       |  | 94 
|           |  |                                                       
|10.02      |  | Notices; Effectiveness; Electronic Communication       |  | 95 
|           |  |                                                       
|10.03      |  | No Waiver; Cumulative Remedies                         |  | 97 
|           |  |                                                       
|10.04      |  | Expenses; Indemnity; Damage Waiver                     |  | 97 
|           |  |                                                       
|10.05      |  | Payments Set Aside                                     |  | 99 
|           |  |                                                       
|10.06      |  | Successors and Assigns                                 |  | 99 
|           |  |                                                       
|10.07      |  | Treatment of Certain Information; Confidentiality      |  | 103
|           |  |                                                       
|10.08      |  | Right of Setoff                                        |  | 104
|           |  |                                                       
|10.09      |  | Interest Rate Limitation                               |  | 104
|           |  |                                                       
|10.10      |  | Counterparts; Integration; Effectiveness               |  | 105
|           |  |                                                       
|10.11      |  | Survival of Representations and Warranties             |  | 105
|           |  |                                                       
|10.12      |  | Severability                                           |  | 105
|           |  |                                                       
|10.13      |  | [Reserved]                                             |  | 105
|           |  |                                                       
|10.14      |  | Governing Law; Jurisdiction; Etc.                      |  | 105
|           |  |                                                       
|10.15      |  | Waiver of Jury Trial                                   |  | 106
|           |  |                                                       
|10.16      |  | USA PATRIOT Act Notice                                 |  | 107
|           |  |                                                       
|10.17      |  | Judgment Currency                                      |  | 107
|           | 
|SIGNATURES |  | S-1                                                   



iv



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SCHEDULES



|        |  |                                                             
|------- |  | ------------------------------------------------------------
|1.01    |  | Mandatory Cost Formulae                                     
|1.01(a) |  | Existing Letters of Credit                                  
|1.01(b) |  | Specified Disposition                                       
|1.01(c) |  | Diligence Group                                             
|2.01    |  | Commitments and Applicable Percentages                      
|5.05    |  | Supplement to Interim Financial Statements                  
|5.06    |  | Litigation                                                  
|5.07    |  | No Default                                                  
|5.13    |  | Subsidiaries; Equity Interests                              
|7.01    |  | Existing Liens                                              
|7.02(g) |  | Barclays Guarantees                                        
|7.03    |  | Existing Indebtedness                                       
|7.04(e) |  | Certain Subsidiaries                                        
|10.02   |  | Administrative Agents Office; Certain Addresses for Notices



EXHIBITS



Form of



|  |  |                          
|- |  | -------------------------
|A |  | Committed Loan Notice    
|B |  | Swing Line Loan Notice   
|C |  | Note                     
|D |  | Compliance Certificate   
|E |  | Assignment and Assumption
|F |  | Guaranty                 
|G |  | Legal Opinion            
|H |  | Pledge Agreement         
|I |  | Security Agreement       



v



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CREDIT AGREEMENT



This CREDIT AGREEMENT (Agreement) is entered into as of December 17, 2004, among BEARINGPOINT, INC., a
Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), BANK OF AMERICA, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, and JPMORGAN CHASE BANK, N.A., as Syndication Agent and L/C Issuer.



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



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



ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS



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



Acquisition means the acquisition of (i) a controlling equity interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the
time it becomes exercisable by the holder thereof), whether by purchase of such equity interest or upon exercise of an option or warrant for, or conversion of securities into, such equity interest, or (ii) assets of another Person which constitute
all or substantially all of the assets of such Person or of a line or lines of business conducted by such Person.



Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor
administrative agent.



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



Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.



Affiliate means, with respect to any Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.



Aggregate Commitments means the Commitments of all the Lenders.



Agreement means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time
to time.



1



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Alternative Currency means each of Euro, Sterling, Yen, Australian Dollar and each
other currency (other than Dollars) that is approved in accordance with Section 1.05.



Alternative Currency Equivalent means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the
Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.



Alternative Currency Sublimit means (i) with respect to
Committed Loans, an amount equal to $10,000,000 and (ii) with respect to Letters of Credit, the Aggregate Commitments less the Dollar Equivalent of Committed Loans advanced in an Alternative Currency. The Alternative Currency Sublimit is part of,
and not in addition to, the Aggregate Commitments.



Applicable Percentage means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lenders Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.



Applicable Rate means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below:



Applicable Rate



|             |  |                          |  |             |   |  |                                    |   |  |          |  
|------------ |  | ------------------------ |  | ----------- | - |  | ---------------------------------- | - |  | -------- | -
|PricingLevel |  | Debt Ratings S&P/Moodys |  | FacilityFee |   |  | EurocurrencyRate +Letters ofCredit |   |  | BaseRate |  
|1            |  | BBB+/Baa1 or better      |  | .125        | % |  | .625                               | % |  | 0.000    | %
|2            |  | BBB/Baa2                 |  | .175        | % |  | .825                               | % |  | 0.000    | %
|3            |  | BBB-/Baa3                |  | .225        | % |  | 1.025                              | % |  | 0.025    | %
|4            |  | BB+/Ba1                  |  | .300        | % |  | 1.200                              | % |  | 0.200    | %
|5            |  | BB/Ba2                   |  | .450        | % |  | 1.425                              | % |  | 0.425    | %
|6            |  | BB-/Ba3 or worse         |  | .500        | % |  | 1.750                              | % |  | 0.750    | %



Debt Rating means, as of any date of determination, the rating as determined by either S&P or Moodys (collectively, the Debt Ratings) of the Borrowers senior secured debt;
provided that if a Debt Rating is issued by each of the foregoing rating agencies, then the lower of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 6 being the
lowest), unless there is a split in Debt Ratings of more than one level, in which case the



2



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Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating shall apply.



Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in
the certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective, in the case of an upgrade, during the period
commencing on the date of delivery by the Borrower to the Administrative Agent of notice thereof pursuant to Section 6.03(e) and ending on the date immediately preceding the effective date of the next such change and, in the case of a
downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.



Applicable Time means, with respect to any borrowings and payments in any Alternative Currency, the local
time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment.



Approved
Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.



Arrangers means Banc of America Securities LLC and J.P.
Morgan Securities Inc., in their capacities as joint lead arrangers and joint book managers.



Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b),
and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.



Assignment of Claims Act means Assignment of Claims Act of 1940 (41 U.S.C. Section 15, 31 U.S.C. Section 3737, and 31 U.S.C. Section
3727), including all amendments thereto and regulations promulgated thereunder.



Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of
such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a capital lease.



Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2003, and the related consolidated statements of
income or operations, shareholders equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.



Australian Dollar or Aus$ means the lawful currency of Australia.



3



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Availability Period means the period from and including the Closing Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to
make L/C Credit Extensions pursuant to Section 8.02.



Available Amount means



(A) until the Administrative Agent receives the financial statements and auditors opinion required by Section 6.01(a) for the fiscal year ended December 31, 2004, in form and substance reasonably satisfactory to the
Administrative Agent, the lesser of $150,000,000 and the Aggregate Commitments; and



(B) thereafter (but only to the extent that the Borrower shall have filed its Form 10K for the fiscal year ended December 31, 2004 with
the SEC within 120 days after such fiscal year end), the Aggregate Commitments.



Bank of America means Bank of America, N.A. and its successors.



Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate. The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas
costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public announcement of such change.



Base Rate Committed Loan means a Committed Loan that is a Base Rate Loan.



Base Rate Loan means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be
denominated in Dollars.



Borrower has the
meaning specified in the introductory paragraph hereto.



Borrowing means a Committed Borrowing or a Swing Line Borrowing, as the context may require.



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



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



4



---

Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;



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



(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for such currency; and



(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a
Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.



Capital Assets means any asset that should, in accordance with GAAP, be classified and accounted for as a
capital asset on a consolidated balance sheet of the Borrower and its Subsidiaries.



Capital Expenditures means, for any period of determination thereof, all expenditures for fixed or capital assets incurred by the Borrower and its Subsidiaries during such period determined on a
consolidated basis in accordance with GAAP, minus, to the extent included in the foregoing, expenditures made by the Borrower and its Subsidiaries during such period (i) with the proceeds of insurance or a condemnation claim to restore or replace
property or assets to the condition of such property or assets immediately prior to any damage, loss destruction or condemnation of the same, (ii) with the proceeds of indemnification with respect to a loss of Capital Assets, (iii) as a tenant in
the nature of leasehold improvements, to the extent reimbursed by the landlord, (iv) in connection with the trade-in of property or assets pursuant to Section 7.05(c), (v) with respect to payments on capital leases, and (vi) transaction
expenses in connection with the Related Transactions Documents and the transactions contemplated thereby.



Cash Collateralize has the meaning specified in Section 2.03(g).



Cash Transfer has the meaning specified in Section 7.02(l).



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



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Change of Control means an event or series of events by which:



(a) any person or group (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all
securities that such person or group has the right to acquire (such right, an option right), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the equity
securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire
pursuant to any option right); or



(b) during
any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the
first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that
board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination
at least a majority of that board or equivalent governing body.



Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.



Code means the Internal Revenue Code of 1986, as amended.



Collateral means all of the assets of the Loan Parties
subject to a Lien in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to any Security Instrument.



Commitment means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section
2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lenders
name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.



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



Committed Loan has the meaning specified in Section
2.01.



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



Compliance Certificate means a certificate substantially
in the form of Exhibit D.



Consolidated
EBITDA means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Income Before Taxes for such period plus the following to the extent deducted in calculating such
Consolidated Income Before Taxes: (i) Consolidated Interest Charges for such period, (ii) depreciation and amortization expense, (iii) non-cash compensation expense recorded in connection with the issuance by the Borrower of shares of its common
stock to key employees of acquired businesses pursuant to pre-acquisition commitments made by the Borrower to issue such shares to such employees in an amount not to exceed $3,500,000 during any fiscal quarter, (iv) up to $65,000,000 in Lease
Termination Charges incurred by the Borrower and its Subsidiaries during such period, and (v) up to $20,000,000 in the aggregate in all periods while this Agreement is in effect for expenses incurred in connection with restructuring activities
primarily related to Foreign Subsidiaries.



Consolidated Income Before Taxes means, for any period, an amount equal to (a) Consolidated Net Income for such period, plus (b) the following, to the extent deducted in calculating such Consolidated Net Income:
(i) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, and (ii) charges associated with the prepayment of the Senior Notes.



Consolidated Interest Charges means, for any period, for
the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP.



Consolidated Net Income means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary gains but including extraordinary
losses) for that period.



Consolidated Net
Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders Equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP.



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



Control means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ability to exercise



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voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.



Convertible Notes Indenture means that certain indenture
dated on or about December 22, 2004, between the Borrower and The Bank of New York, as trustee, pursuant to which the Convertible Subordinated Notes are issued.



Convertible Subordinated Notes means 2.50% Series A Convertible Subordinated Debentures due December 15, 2024 and 2.75% Series B
Convertible Subordinated Debentures due December 15, 2024 issued by the Borrower.



Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the value of the Equity
Interests of the Borrower or any Subsidiary to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt
instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Indebtedness incurred, assumed or acquired by the Borrower or any Subsidiary in connection with
such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, (v) all amounts
paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (vi)
the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition, and (vii) out of pocket transaction costs for the services and expenses of attorneys, accountants and other
consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (A) the Equity Interests of the Borrower shall be valued (I) in the case of
any Equity Interests then designated as a national market system security by the National Association of Securities Dealers, Inc. (NASDAQ) or is listed on a national securities exchange, the average of the last reported bid and
ask quotations or the last prices reported thereon, and (II) with respect to any other Equity Interests, as determined by the Board of Directors of the Borrower and, if requested by the Administrative Agent, determined to be a reasonable valuation
by the independent public accountants referred to in Section 6.01(a), (B) the Equity Interests of any Subsidiary shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Administrative Agent,
determined to be a reasonable valuation by the independent certified public accountants referred to in Section 6.01(a), and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of
securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.



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



Debt Rating has the meaning specified in
the definition of Applicable Rate.



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



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



Default Rate means (a) when used with respect to
Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect
to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter
of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.



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



Designated Event will be deemed to have occurred upon a change of control or a termination of trading, each
as defined in the Convertible Notes Indenture.



Diligence Group means those Persons set forth on Schedule 1.01(c) attached hereto.



Direct Foreign Subsidiary means a Subsidiary other than a Domestic Subsidiary, a majority of whose Voting Securities are owned directly
by the Borrower or a Domestic Subsidiary.



Disposition or Dispose means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property (other than cash or cash equivalents) by any Person,
including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.



Dollar and $ mean lawful money of the United States.



Dollar Equivalent means, at any time, (a) with respect to
any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at
such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.



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Domestic Subsidiary means any Subsidiary that is organized under the laws of any
political subdivision of the United States.



Eligible
Assignee means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an
Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, Eligible Assignee shall not include the Borrower or any of
the Borrowers Affiliates or Subsidiaries; and provided further, however, that an Eligible Assignee shall include only a Lender, an Affiliate of a Lender or another Person, which, through its Lending Offices, is capable of
lending the applicable Alternative Currencies to the relevant Borrowers without the imposition of any Taxes or additional Taxes, as the case may be.



EMU means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the
Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.



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



Environmental Laws means any and all Federal, state,
local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or
the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.



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



Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in)
such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable
for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.



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ERISA means the Employee Retirement Income Security Act of 1974, as amended.



ERISA Affiliate means any trade or business
(whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).



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



Euro and EUR mean the lawful currency of the Participating Member States introduced in accordance with the EMU
Legislation.



Eurocurrency Rate means, for
any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (BBA LIBOR), as published by Reuters (or other commercially available source providing quotations
of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the Eurocurrency Rate for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank
of America and with a term equivalent to such Interest Period would be offered by Bank of Americas London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency
at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.



Eurocurrency Rate Loan means a Committed Loan that bears interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may
be denominated in Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.



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Event of Default has the meaning specified in Section 8.01.



Excluded Taxes means, with respect to the Administrative
Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) except as provided in the following sentence, in the case
of a Foreign Lender, any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lenders failure
or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment),
to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a). Notwithstanding anything to the contrary contained in this definition, Excluded Taxes shall not include any
withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document, provided that such Lender shall have complied with the last paragraph of Section
3.01(e).



Existing Credit Agreement
means that certain Credit Agreement dated as of May 29, 2002 among the Borrower, the subsidiary guarantors party thereto, the banks party thereto, and the various administrative agent, arranger, syndication agent, documentation agents and co-agent
named therein, as amended.



Existing Letters of
Credit means those Letters of Credit set forth on Schedule 1.01(a) hereto.



Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Borrower shall have permanently terminated the credit facilities under the Loan Documents by
final payment in full of all Outstanding Amounts, together with all accrued and unpaid interest and fees thereon, other than (i) the undrawn portion of Letters of Credit and (ii) all letter of credit fees relating thereto accruing after such date
(which fees shall be payable solely for the account of the L/C Issuer and shall be computed (based on interest rates and the Applicable Rate then in effect) on such undrawn amounts to the respective expiry dates of the Letters of Credit), in each
case as have been fully Cash Collateralized or as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made; (b) all Commitments shall have terminated or expired; (c) the
obligations and liabilities of the Borrower and each other Loan Party under all Related Credit Arrangements shall have been fully, finally and irrevocably paid and satisfied in full and the Related Credit Arrangements shall have expired or been
terminated, or other arrangements satisfactory to the counterparties shall have been made with respect thereto; and (d) the Borrower and each other Loan Party shall have fully, finally and irrevocably paid and satisfied in full all other Obligations
(except for obligations consisting of continuing indemnities and other contingent Obligations of the Borrower or any Loan Party that may be owing to the Administrative Agent and each of its



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Related Parties or any Lender pursuant to the Loan Documents and expressly survive termination of this Agreement or any other Loan Document).



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



Fee Letter means, collectively or individually as the context may require, the letter agreement dated December 15, 2004, among the Borrower and Administrative Agent and the letter agreement dated December 15, 2004, among
the Borrower, the Administrative Agent, JP Morgan Chase Bank, N.A., as syndication agent, and the Arrangers.



Foreign Benefit Law means any Law of any foreign nation or any province, state, territory, protectorate or other political subdivision
thereof regulating, relating to, or imposing liability or standards of conduct concerning, any Plan or Pension Plan.



Foreign Lender means, with respect to the Borrower, any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.



Foreign Pension Plan means any plan, arrangement,
understanding or scheme maintained by the Borrower or any Subsidiary that provides retirement or deferred compensation benefits covering any employee or former employee and which is administered under any Foreign Benefit Law or regulated by any
Governmental Authority other than the United States.



Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.



FRB means the Board of Governors of the Federal Reserve System of the United States.



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



GAAP means generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.



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



Granting Lender has the meaning specified in Section 10.06(h).



Guarantee means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of
such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other
obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to
the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by
the guaranteeing Person in good faith. The term Guarantee as a verb has a corresponding meaning.



Guarantors means, collectively or individually as the context may indicate, each Person who becomes a party to the Guaranty (including
by execution of a Guaranty Joinder Agreement) pursuant to Section 6.14.



Guaranty means that certain Guaranty Agreement dated the date of execution thereof among the Guarantors and the Administrative Agent, for the benefit of the Secured Parties, substantially in the
form of Exhibit F, as supplemented from time to time by the execution and delivery of Guaranty Joinder Agreements pursuant to Section 6.14, as the same may from time to time be otherwise supplemented, amended, modified, amended and
restated or replaced.



Guaranty Joinder
Agreement means each Guaranty Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor to the Administrative Agent pursuant to Section 6.14.



Hazardous Materials means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum



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distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes
of any nature regulated pursuant to any Environmental Law.



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



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



(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers
acceptances, bank guaranties, surety bonds and similar instruments;



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



(d) all obligations of such Person to pay the deferred purchase price of property or services (other than accrued expenses and trade
accounts payable in the ordinary course of business and, with respect to each trade account payable, not past due for more than 60 days after the date on which such trade account payable was created);



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



(f) capital leases and Synthetic
Lease Obligations;



(g) Off-Balance Sheet
Liabilities;



(h) all obligations of such
Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person (unless such purchase, redemption, retirement, defeasance or other payment is contingent (unless such contingency has been
satisfied) or is not required (i.e. not a put option by such Equity Interest holder) by the terms of the operative agreement to be paid or provided for by such Person prior to the date that is six months after the Maturity Date), valued,
in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and



(i) all Guarantees of such Person in respect of any of the foregoing for which another Person is the primary
obligor.



For all purposes hereof, the Indebtedness of any
Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness
is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof



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as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness
in respect thereof as of such date.



Indemnified
Taxes means Taxes other than Excluded Taxes.



Indemnitee has the meaning specified in Section 10.04(b).



Interest Payment Date means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date and (b) as to any Base Rate Loan
(including a Swing Line Loan), on March 31, 2005 and the Maturity Date.



Interest Period means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two
or three months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:



(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;



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



(iii) no Interest Period shall extend beyond the Maturity Date.



Investment means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or
purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.



IP Rights has the meaning specified in Section 5.17.



IRS means the United States Internal Revenue Service or any successor agency.



ISP means, with respect to any Letter of Credit, the
International Standby Practices 1998 published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).



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Issuer Documents means with respect to any Letter of Credit, the Letter of Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit.



KPMG Termination Payments means payments in an aggregate
amount not exceeding $40,000,000 in the aggregate to KPMG, LLP in connection with the termination of the Transition Services Agreement, dated as of February 13, 2001, among KPMG, LLP, KPMG Consulting, LLC and the Borrower, and related transition
service arrangements.



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



L/C Advance means, with respect to each Lender, such Lenders funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.



L/C Borrowing means an extension of credit
resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.



L/C Credit Extension means, with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.



L/C Issuer means (i) Bank of America in its capacity as issuer of Letters of Credit hereunder, (ii) JPMorgan Chase Bank, N.A. in its
capacity as issuer of Letters of Credit hereunder, and (iii) any successor issuer(s) of Letters of Credit hereunder. All singular references to the L/C Issuer shall mean any L/C Issuer, the L/C Issuer that has issued the applicable Letter of Credit
or all L/C Issuers, as the context may require.



L/C
Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of
computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.



Lease Termination Charges means one-time
expenses incurred by the Borrower and its Subsidiaries during any period associated with any leased location which the Borrower and its Subsidiaries have vacated or expect to vacate for (a) the write off of furniture and fixtures on such location
which the Borrower and its Subsidiaries have ceased to use and will not retain, (b)



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the present value of remaining lease payments for such location relating to periods after the Borrower and its Subsidiaries have vacated such location, (c)
the present value of remaining costs to be incurred by the Borrower and its Subsidiaries under support services agreements relating to such location and (d) other non-cash costs (including accruals for commissions) associated with exiting, closing
or consolidating such locations.



Lender has
the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.



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



Letter of Credit means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit. Letters of
Credit may be issued in Dollars or, subject to the Alternative Currency Sublimit, in an Alternative Currency.



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



Letter of
Credit Expiration Date means the day that is seven days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).



Letter of Credit Fee has the meaning specified in Section 2.03(i).



Letter of Credit Sublimit means an amount equal to the
Aggregate Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.



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



Loan means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line
Loan.



Loan Documents means this Agreement,
each Note, each Issuer Document, the Fee Letter, the Guaranty, the Post Closing Agreement and the Security Instruments.



Loan Parties means, collectively, the Borrower and each Guarantor.



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



Material Adverse
Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition



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(financial or otherwise) or prospects of the Borrower and its Material Domestic Subsidiaries taken as a whole; (b) a material impairment of the ability of
any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a
party; provided however, that the failure of the Borrower to file its annual audited financial statements for the fiscal year ended December 31, 2004, with the SEC within the period required to be filed under applicable Law (provided
that such financial statements are filed in accordance with Section 6.01(a) hereof) shall not in and of itself, but exclusive of any consequences which may result therefrom, be deemed to constitute a Material Adverse Effect.



Material Domestic Subsidiary means each Domestic
Subsidiary of the Borrower that meets any of the following three tests: (a) its assets equal or exceed 5% of the total assets of the Borrower and its Domestic Subsidiaries on a consolidated basis, (b) its revenues equal or exceed 5% of the total
revenues of the Borrower and its Domestic Subsidiaries on a consolidated basis, or (c) its Consolidated EBITDA (measured in accordance with the definition contained herein, but on a stand-alone basis for such Domestic Subsidiary) equals or exceeds
5% of the Consolidated EBITDA of the Borrower and its Domestic Subsidiaries on a consolidated basis (measured in accordance with the definition contained herein, but excluding the consolidation of Foreign Subsidiaries); provided that (i) if
the Domestic Subsidiaries that meet any of the tests in (a), (b) or (c),when combined with the Borrower, aggregate less than 90% of the total assets, revenues or Consolidated EBITDA (calculated as in (c) above) of the Borrower and its Domestic
Subsidiaries on a consolidated basis, the Borrower shall identify additional Domestic Subsidiaries to constitute Material Domestic Subsidiaries until such threshold is met, and (ii) once a Domestic Subsidiary is deemed a Material Domestic
Subsidiary, whether by virtue of the tests in (a), (b) and (c) above, or as a result of appointment pursuant to part (i) of this proviso, such Domestic Subsidiary shall continue to constitute a Material Domestic Subsidiary throughout the term of
this Agreement.



Maturity Date means the
date that is 150 days after the Closing Date.



Moodys means Moodys Investors Service, Inc. and any successor thereto.



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



Net Cash Proceeds means: (a) with respect to the sale of any asset by the Borrower or any Subsidiary, the excess, if any, of (i) the
sum of cash and cash equivalents received in connection with such sale (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of
(A) the principal amount of any Indebtedness that is secured by such asset and that is required to be repaid in connection with the sale thereof (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses incurred by the
Borrower or any Subsidiary in connection with such sale and (C) income taxes reasonably estimated to be actually payable



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within two years of the date of the relevant asset sale as a result of any gain recognized in connection therewith; and



(b) with respect to the sale of any capital stock or other equity interest
and the issuance of any Indebtedness by the Borrower, the excess of (i) the sum of the cash and cash equivalents received in connection with such sale or issuance over (ii) the underwriting discounts and commissions, and other out-of-pocket
expenses, incurred by the Borrower in connection with such sale or issuance.



Note means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit C.



Obligations means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.



Off-Balance Sheet Liabilities means, with respect to any Person as of any date of determination thereof, without duplication and to the
extent not included as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP: (a) with respect to any asset securitization transaction (including any accounts receivable purchase facility) (i) the
unrecovered investment of purchasers or transferees of assets so transferred, and (ii) any other payment, recourse, repurchase, hold harmless, indemnity or similar obligation of such Person or any of its Subsidiaries in respect of assets transferred
or payments made in respect thereof, other than limited recourse provisions that are customary for transactions of such type and that neither (x) have the effect of limiting the loss or credit risk of such purchasers or transferees with respect to
payment or performance by the obligors of the assets so transferred nor (y) impair the characterization of the transaction as a true sale under applicable Laws (including Debtor Relief Laws); (b) the monetary obligations under any financing lease or
so-called synthetic, tax retention or off-balance sheet lease transaction which, upon the application of any Debtor Relief Law to such Person or any of its Subsidiaries, would be characterized as indebtedness; (c) the monetary
obligations under any sale and leaseback transaction which does not create a liability on the consolidated balance sheet of such Person and its Subsidiaries; or (d) any other monetary obligation arising with respect to any other transaction which
(i) is characterized as indebtedness for tax purposes but not for accounting purposes in accordance with GAAP or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the consolidated
balance sheet of such Person and its Subsidiaries (for purposes of this clause (d), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional
equivalent of a borrowing).



Organization
Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents



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with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity.



Other Taxes
means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement or any other Loan Document.



Outstanding Amount means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or
repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring
on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.



Overnight Rate means, for any day, (a) with respect to any amount denominated in Dollars, the greater of
(i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to
any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined,
would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.



Participant has the meaning specified in Section 10.06(d).



Participating Member State means each state so described
in any EMU Legislation.



PBGC means the
Pension Benefit Guaranty Corporation.



Pension
Plan means (i) any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any
ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made



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contributions at any time during the immediately preceding five plan years, and (ii) any Foreign Pension Plan.



Performance Letter of Credit means a standby letter of
credit issued to ensure the performance of any non-financial obligation of the Person on behalf of whom such letter of credit is issued.



Permitted Disposition means any Disposition permitted by Section 7.05(f).



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



Plan means (a) any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by the Borrower or,
with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, and (b) any Foreign Pension Plan.



Pledge Agreement means the Securities Pledge Agreement substantially in the form of Exhibit H dated as of even date herewith
among the Borrower, certain of the Borrowers Subsidiaries and the Administrative Agent, for the benefit of the Secured Parties, supplemented from time to time by the execution and delivery of Pledge Joinder Agreements pursuant to Section
6.14.



Pledge Agreement Supplement means
the Pledge Agreement Supplement in the form affixed as an exhibit to the Pledge Agreement.



Pledge Joinder Agreement means each Pledge Joinder Agreement, substantially in the form thereof attached to the Pledge Agreement, executed and delivered by a Guarantor to the Lender pursuant to
Section 6.14.



Pledged Interests
means (a) with respect to Direct Foreign Subsidiaries, 65% of the Voting Securities (or if the Borrower and its Subsidiaries shall own less than 65%, then all of the Voting Securities owned by them), and 100% of all other Subsidiary Securities, of
each Direct Foreign Subsidiary, and (b) with respect to Domestic Subsidiaries, all of the Subsidiary Securities of each Domestic Subsidiary; provided, that neither the Borrower nor any Subsidiary shall be required to pledge, and the
definition of Pledged Interests shall not include, (x) more than 65% of the outstanding capital stock of, or other equity interests in, (i) any Foreign Subsidiary, (ii) any other Subsidiary if more than 65% of the assets of such other
Subsidiary are securities of foreign Persons (such determination to be made on the basis of fair market value) or (iii) any capital stock or other equity interests of a Foreign Subsidiary which is owned by a Foreign Subsidiary.



Pledgor means the Borrower and each Domestic Subsidiary
that executes the Securities Pledge Agreement or a Pledge Joinder Agreement.



Post Closing Agreement means the agreement dated as of the Closing Date between the Borrower and the Administrative Agent with respect to certain obligations of the Borrower relating to closing
conditions, including but not limited to actions relating to the perfection of the security interests granted in the Security Instruments, to be satisfied after the Closing Date.



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Receivables Purchase Facility means that certain $150,000,000 receivables purchase
facility dated May 22, 2000 among the Borrower, as servicer, BearingPoint, LLC as originator, KCI Funding Corporation, as the seller, Market Street Funding Corporation as the purchaser and PNC Bank, as the program administrator and liquidity agent,
and the other parties thereto.



Register has
the meaning specified in Section 10.06(c).



Related Credit Arrangements means, collectively, with respect to any Security Instrument, Related Swap Contracts and Related Treasury Management Arrangements which provide that such Related Swap Contracts and/or Related
Treasury Management Arrangements are to be secured by such Security Instrument.



Related Swap Contracts means all Swap Contracts which are entered into or maintained by any Loan Party with the Lender or Affiliate of the Lender and which are not prohibited by the express terms of
the Loan Documents and which provide by their terms that such Related Swap Contracts are to be secured by one or more Security Instruments.



Related Transaction Documents means the Loan Agreements, the Convertible Notes Indenture, the Convertible Subordinated Notes and all
documents executed in connection therewith, and all documents executed in connection with the prepayment of the Senior Notes and the termination of the Existing Credit Agreement and the Senior Note Purchase Agreement.



Related Treasury Management Arrangements means all
arrangements for the delivery of treasury management services to or for the benefit of any Loan Party which are entered into or maintained with the Lender or Affiliate of the Lender and which are not prohibited by the express terms of the Loan
Documents and which provide by their terms that such Related Treasury Management Arrangements are to be secured by one or more Security Instruments.



Related Parties means, with respect to any Person, such Persons Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Persons Affiliates.



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



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



Required Lenders means, as of any date of determination,
Lenders having more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in
the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Lender for purposes of
this definition); provided that the Commitment of, and the portion of the Total Outstandings held or



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deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.



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



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



Revaluation Date means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a
Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of
Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with
respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as required hereunder, as the Administrative Agent or the L/C Issuer
shall determine or the Required Lenders shall require.



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



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



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



Secured Parties means, collectively, with respect to each of the Security Instruments, the Administrative
Agent, the Lenders and such other Persons for whose benefit the Lien thereunder is conferred, as therein provided.



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Security Agreement means the Security Agreement substantially in the form of
Exhibit I dated as of the date hereof by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties, as supplemented from time to time by the execution and delivery of Security Agreement Joinder
Agreements pursuant to Section 6.14, as the same may be otherwise supplemented, amended, modified, amended and restated or replaced.



Security Instruments means, collectively or individually as the context may indicate, the Pledge Agreement (including the Pledge
Joinder Agreements and the Pledge Agreement Supplements), the Security Agreement (including the Security Joinder Agreements) and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter
in effect, pursuant to which the Borrower or any other Person shall grant or convey to the Administrative Agent, for the benefit of the Secured Parties, a Lien in, or any other Person shall acknowledge any such Lien in, property as security for all
or any portion of the Obligations, any other obligation under any Loan Document and any obligation or liability arising under any Related Credit Arrangement, as any of them may be amended, modified or supplemented from time to time.



Security Joinder Agreement means each Security Joinder
Agreement, substantially in the form thereof attached to the Security Agreement, executed and delivered by a Guarantor or any other Person to the Administrative Agent, for the benefit of the Secured Parties, pursuant to Section 6.14.



Senior Note Purchase Agreement means that
certain Note Purchase Agreement dated as of November 26, 2002, by and between the holders of the Senior Notes and the Borrower.



Senior Notes means those certain 5.95% Series A Senior Notes due 2005, 6.43% Series B Senior Notes due 2006 and 6.71% Series C Senior
Notes due 2007, issued on November 26, 2002 pursuant to the Senior Note Purchase Agreement in the initial aggregate principal amount of $220,000,000.



Shareholders Equity means, as of any date of determination, consolidated shareholders equity of the Company and its
Subsidiaries as of that date determined in accordance with GAAP.



Solvent means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation,
contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured,
(c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay as such debts and liabilities mature and (d) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Persons property would constitute an unreasonably small capital and Solvency means that such Person satisfies each of the foregoing. The amount of contingent
liabilities at any time for the purpose of determining whether a Person is Solvent shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.



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SPC has the meaning specified in Section 10.06(h).



Special Notice Currency means at any time an Alternative
Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.



Specified Disposition means the Disposition described on Schedule 1.01(b).



Spot Rate for a currency means the rate determined by the
Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial
institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer
may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.



Sterling and £ mean the lawful currency of the United Kingdom.



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



Subsidiary Securities means the shares of capital stock or the other equity interests issued by or equity
participations in any Subsidiary, whether or not constituting a security under Article 8 of the Uniform Commercial Code as in effect in any jurisdiction.



Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other
similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of
any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement,



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or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such
obligations or liabilities under any Master Agreement.



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



Swing Line means the revolving credit facility made
available by the Swing Line Lender pursuant to Section 2.04.



Swing Line Borrowing means a borrowing of a Swing Line Loan pursuant to Section 2.04.



Swing Line Lender means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.



Swing Line Loan has the meaning specified
in Section 2.04(a).



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



Swing Line Sublimit means an amount equal to the lesser of (a) $20,000,000 and (b) the Available Amount.
The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.



Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of
property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).



TARGET Day means any day on which the
Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement)
is open for the settlement of payments in Euro.



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



Threshold Amount means
$15,000,000.



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



Type means, with respect to a
Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.



Unfunded Pension Liability means (a) the excess of a Pension Plans (other than a Foreign Pension Plans) benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of
that Pension Plans (other than a Foreign Pension Plans) assets, determined in accordance with the assumptions used for funding the Pension Plan (other than a Foreign Pension Plan) pursuant to Section 412 of the Code for the applicable
plan year and (b) with respect to each Foreign Pension Plan required to be funded under Foreign Benefit Law, the amount (if any) by which the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan
exceeds the current value of the assets of such Foreign Pension Plans assets allocable to such benefits, for the applicable plan year or as determined in accordance with the applicable Foreign Benefit Law for the applicable plan year.



United States and U.S.
mean the United States of America.



Unreimbursed
Amount has the meaning specified in Section 2.03(c)(i).



Voting Securities means shares of capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.



Yen and ¥ mean the lawful currency of Japan.



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



(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without
limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or
other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Persons successors and assigns, (iii) the words herein,
hereof and hereunder, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all
references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall
include all



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statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.



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



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



1.03Accounting Terms.(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.



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



1.04Exchange Rates; Currency Equivalents.(a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as
of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or
except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.



(b) Wherever in this Agreement in connection with a Committed
Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance,



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amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed
Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with
0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.



1.05Additional Alternative Currencies. (a) The Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters
of Credit be issued in a currency other than those specifically listed in the definition of Alternative Currency; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders; and in the case of any such
request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.



(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to
Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender (in
the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of
such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.



(c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so
notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an
additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrower.



1.06Change of Currency. (a) Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state
of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at



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the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced
by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.



(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify
to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.



(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative
Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.



1.07Times of Day. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or standard, as applicable).



1.08Letter of Credit Amounts.Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time.



ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS



2.01Committed Loans.Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a
Committed Loan) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lenders Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the Outstanding Amount of Committed Loans shall not
exceed the Available Amount, (iii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lenders Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lenders
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lenders Commitment, and (iv) the aggregate Outstanding Amount of all Committed Loans denominated in Alternative Currencies shall not exceed the
Alternative Currency Sublimit.



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Within the limits of each Lenders Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.



2.02 Borrowings, Conversions and Continuations of Committed Loans.



(a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrowers irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent
not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency or a Borrowing or a continuation of Eurocurrency Rate Loans denominated in Yen or Australian Dollars) prior to the requested date
of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate
Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal
amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto,
and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to
specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans;
provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an
Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or
continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.



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



(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any
Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars
in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.



(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of Americas prime rate used in determining the Base
Rate promptly following the public announcement of such change.



(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than five Interest Periods in effect with
respect to Committed Loans.



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2.03 Letters of Credit.



(a) The Letter of Credit Commitment.



(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in
one or more Alternative Currencies for the account of the Borrower, and to amend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally
agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall
not exceed the Aggregate Commitments, (x) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lenders Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lenders
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lenders Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit and (z) the aggregate
Outstanding Amount of all Letters of Credit and all Committed Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit for Letters of Credit. Each request by the Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to
the terms and conditions hereof, the Borrowers ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.



(ii) The L/C Issuer shall not issue any Letter of Credit, if
the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless all of the Lenders have approved such expiry date (it being acknowledged that such restriction shall not apply to Existing
Letters of Credit).



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



(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer
or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or
such Letter of Credit in particular or shall impose upon the L/C Issuer with



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respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in
effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;



(B) the issuance of such Letter of Credit would violate one
or more policies of the L/C Issuer;



(C)
except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000.



(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency
other than Dollars or an Alternative Currency;



(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;



(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or



(G) a default of any Lenders
obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Lender to eliminate the L/C Issuers
risk with respect to such Lender.



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



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



(vi) The L/C Issuer shall act on behalf of the Lenders with
respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or
omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term Administrative Agent as used in
Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.



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(b) Procedures for Issuance and Amendment of Letters of Credit.



(i) Each Letter of Credit shall be issued or amended, as the
case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such
Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent (A) not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of
Credit denominated in Dollars, and (B) not later than 11:00 a.m. at least ten Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case
such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address
of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other
matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be
amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and
the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.



(ii) Promptly after receipt of any Letter of Credit
Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the
Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable
Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuers usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lenders Applicable Percentage times the
amount of such Letter of Credit.



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



(c) Drawings and Reimbursements; Funding of Participations.



(i) Upon receipt from the beneficiary of any
Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall
reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in
Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of
Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the
L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an Honor
Date), the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse the L/C Issuer by such time, the L/C Issuer shall promptly notify the
Administrative Agent thereof, and the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of
Credit denominated in an Alternative Currency) (the Unreimbursed Amount), and the amount of such Lenders Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Committed Borrowing of
Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of
the unutilized portion of the Available Amount and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section
2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. No later than the fifth Business Day
of each month, each L/C Issuer shall provide a written report to the Administrative Agent as to the stated amount of any Letters of Credit issued by such L/C Issuer during the preceding month, the dates and amounts of each draw under any outstanding
Letters of Credit during such month and the dates and amounts of each reimbursement made by the Borrower during such month.



(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer, in Dollars, at the Administrative Agents Office for Dollar-denominated payments in an amount



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equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative
Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the
funds so received to the L/C Issuer in Dollars.



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



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



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



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



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(d) Repayment of Participations.



(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any
Lender such Lenders L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest
thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lenders L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.



(ii) If any payment received by the Administrative Agent for
the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion),
each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by
such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.



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



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



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



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



(iv) any payment by the L/C Issuer under such Letter of
Credit against presentation of a draft or certificate that does not strictly comply with the terms of such



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Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law;



(v) any adverse change
in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or



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



The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrowers instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.



(f) Role of L/C
Issuer.Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrowers pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to
the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by
the Borrower which the Borrower proves were caused by the L/C Issuers willful misconduct or gross negligence or the L/C Issuers willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the



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validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.



(g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A) if the L/C Issuer has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (B) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations.



(ii) In addition, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds the Letter of Credit Sublimit or the Alternative Currency Sublimit then in effect, then,
within two Business Days after receipt of such notice, the Borrower shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit or the
Alternative Currency Sublimit.



(iii) The
Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.



(iv) Sections 2.05 and 8.02(c) set forth
certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02(c), Cash Collateralize means to pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the
L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest
in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.



(h) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.



(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the Letter of Credit Fee) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of
Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. Letter of Credit Fees shall be (i) computed on a
quarterly basis in arrears and (ii) due and payable on December 31, 2004, on March 31, 2005, on the Letter of Credit Expiration Date and



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thereafter on demand. Without limitation of the foregoing, if any Letters of Credit remain outstanding on the Letter of Credit Expiration Date (including but
not limited to any Letters of Credit issued on the Letter of Credit Expiration Date), the Borrower shall prepay (which prepayment shall be made not later than two Business Days after the Letter of Credit Expiration Date) all Letter of Credit Fees
that will accrue on each such Letter of Credit until its stated termination date. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at
the Default Rate.



(j) Fronting Fee and Documentary and
Processing Charges Payable to L/C Issuer.The Borrower shall pay directly to each L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit issued by it, at the rate per annum specified in the Fee
Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, and due and payable on March 31, 2005, on the Letter of Credit Expiration Date and thereafter on demand.
For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. In addition, the Borrower shall pay directly to each L/C
Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit issued by it as from time to time in effect.
Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.



(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof
shall control.



2.04 Swing Line Loans.



(a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans in Dollars (each such loan, a Swing Line Loan) to the Borrower from time to time on
any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage
of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lenders Commitment; provided, however, that after giving effect to any Swing Line Loan, (i)
the Total Outstandings shall not exceed the Available Amount, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lenders Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lenders Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lenders Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing
Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under
this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,



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purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lenders Applicable
Percentage times the amount of such Swing Line Loan.



(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowers irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received
by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall
be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such
Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the
Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the
proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not
later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in
Same Day Funds.



(c) Refinancing of Swing Line Loans.



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



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



(iii) If any Lender fails to make available
to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line
Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts
owing under this clause (iii) shall be conclusive absent manifest error.



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



(d) Repayment of Participations.



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



(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line
Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the
Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The



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Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.



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



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



2.05Prepayments. (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on
the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of
Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed
Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lenders Applicable
Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency
Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance
with their respective Applicable Percentages.



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



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(c) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of
Committed Loans at such time exceeds the Available Amount then in effect, or the Total Outstandings at such time exceed the Aggregate Commitments, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans and/or
the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce (i) such Outstanding Amount as of such date of payment to an amount not to exceed the Available Amount then in effect or (ii) the Total
Outstandings as of such date of payment to an amount not to exceed the Aggregate Commitments, as applicable; provided, however, that, subject to the provisions of Section 2.03(g)(ii), the Borrower shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments. The Administrative Agent may, at any time and from time to time after
the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.



(d) If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Loans denominated in
Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay Loans in an aggregate amount sufficient
to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.



(e) In addition to any required prepayments of principal of the Revolving Credit Facility set forth in this Section 2.05, the following required
prepayments, each such payment to be made to the Administrative Agent for the ratable benefit of the Lenders, shall be made by the Borrower as and within the time period specified below:



(i) a prepayment of Loans shall be made from the Net Cash Proceeds of any private or public offering of
equity securities of the Borrower or any Subsidiary (other than securities issued as a result of the conversion of the Convertible Subordinated Notes and securities issued to the Borrower or another Subsidiary, but including without limitation any
security not constituting Indebtedness exchangeable, exercisable or convertible for or into equity securities) in an amount equal to the fifty percent (50%) of such Net Cash Proceeds;



(ii) a prepayment of Loans shall be made from the Net Cash Proceeds of each private or public offering or
incurrence of Indebtedness of the Borrower or any Subsidiary pursuant to Section 7.03(h) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each such issuance or incurrence of Indebtedness; and



(iii) the following prepayments of Loans shall be made from
the Net Cash Proceeds of any Permitted Dispositions:



(A) with respect to any Permitted Disposition (other than the Specified Disposition) that occurs prior to the date of the Specified Disposition, no prepayment shall be required;



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(B) with respect to any Permitted Disposition (other than the Specified Disposition) that
occurs on or after the date of the Specified Disposition, a prepayment shall be required in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of such Permitted Disposition less the remainder (if positive) of (I)
$10,000,000 minus (II) the aggregate Net Proceeds of all other Permitted Dispositions (including the Specified Disposition) that have occurred on or before the date of such Permitted Disposition;



(C) with respect to the Specified Disposition if it occurs
on or prior to the date of any other Permitted Disposition, no prepayment shall be required; and



(D) with respect to the Specified Disposition if it occurs after the date of any other Permitted Disposition, a prepayment shall be
required in an amount equal to the aggregate Net Cash Proceeds from such other Permitted Dispositions.



Each prepayment required by this Section 2.05(e) shall be made within ten (10) Business Days of the Borrowers or Subsidiarys receipt of
Net Cash Proceeds, whether such receipt is partial or entire, in each case without regard to any contingencies, earn-outs or future payments, and in each case upon not less than two (2) Business Days irrevocable written notice to the
Administrative Agent, and shall include a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the calculations utilized in computing the amount of such prepayment. The Administrative Agent shall give each
applicable Lender, within one (1) Business Day after receipt of notice from the Borrower, telefacsimile notice of each notice of prepayment described in this Section 2.05(e) and the timing thereof.



2.06Termination or Reduction of Commitments.(a) The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not
terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Available Amount, and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative
Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as provided above, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency
Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of
the Aggregate Commitments shall be paid on the effective date of such termination.



(b) If any of the events described in subsections (i) through (iii) of Section 2.05(e) shall occur, the Aggregate Commitments shall be reduced by the amount of the prepayment required by such applicable
subsection immediately upon receipt by the Borrower or the



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applicable Subsidiary of the Net Cash Proceeds referred to therein. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each
Lender according to its Applicable Percentage.



2.07Repayment of Loans.(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans made to the Borrower outstanding on such date.



(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of
(i) the date ten Business Days after such Loan is made and (ii) the Maturity Date.



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



(b) (i) If any amount of principal of any Loan is not paid
when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.



(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon
the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.



(iii) While any Event of Default exists, the Borrowers shall
pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.



(iv) Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.



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



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



(a) Facility Fee. The Borrower shall pay to
the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line Loans and L/C Obligations), regardless of usage. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any
Committed Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable on December 31, 2004, on March 31, 2005 and on
the Maturity Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.



(b) Other Fees. (i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.



(ii) The Borrower shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.



2.10Computation of Interest and Fees.All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of
Americas prime rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice
differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is
paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.



2.11Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect



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to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower shall execute
and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lenders Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date,
Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.



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



2.12Payments Generally; Administrative Agents Clawback. (a) General. All payments to be made by
the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative
Currency, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agents Office in Dollars and in Same Day
Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made
to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agents Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason,
the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative
Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lenders Lending Office. All payments received by the
Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the
next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be.



(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any



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Committed Borrowing that such Lender will not make available to the Administrative Agent such Lenders share of such Committed Borrowing, the
Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by
such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then
the amount so paid shall constitute such Lenders Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.



(ii) Payments by
Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C
Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or
the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent,
at the Overnight Rate.



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



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



(d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any
such participation or to make any payment under



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Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).



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



2.13Sharing of Payments by Lenders.If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lenders receiving payment of a
proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify
the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be
equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided
that:



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



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



The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation.



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ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY



3.01 Taxes.



(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any Other Taxes) from
such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.



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



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



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



(e)
Status of Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a
party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by the



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Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.



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



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



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



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



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



Without limiting the obligations of the
Lenders set forth above regarding delivery of certain forms and documents to establish each Lenders status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Borrower, as the
Administrative Agent or the Borrower shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction,
duly executed and completed by such Lender, as are required under such Laws to confirm such Lenders entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender
outside of the U.S. by the Borrower pursuant to this Agreement or otherwise to establish such Lenders status for withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change
in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary
(including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender.



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Additionally, the Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or such Lender shall reasonably
request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be
furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such
jurisdiction.



(f) Treatment of Certain Refunds. If the
Administrative Agent, any Lender or the L/C Issuer receives a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall
pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the
Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.



3.02Illegality. If any Lender determines that any Law has made
it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative Currency), or to
determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in
the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the
case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all such Eurocurrency
Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue
to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.



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3.03Inability to Determine Rates.If the Required Lenders determine that for any reason in
connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such
currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency
Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders
of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall
be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.



3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.



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



(i) (i) impose, modify or deem applicable any
reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement contemplated by
Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;



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



(iii) the Mandatory Cost, as calculated hereunder, does not
represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or



(iv) impose on any Lender or the L/C Issuer or the London
interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of
maintaining its obligation to make any such Loan), or



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to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C
Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.



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



(c) Certificates for
Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.



(d) Delay in Requests. Failure or delay on the part of
any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lenders or the L/C Issuers right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lenders or the L/C Issuers intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).



(e) Additional Reserve Requirements. The Borrower shall pay to each Lender, (i) as long as such Lender shall be
required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency liabilities), additional interest on the unpaid principal amount of each
Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such



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Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the
actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive, which in each case shall be due and payable on each date on which interest is payable on such
Loan, provided the Borrower shall have received at least 10 days prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the
relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.



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



(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);



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



(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a
different currency;



including any loss of anticipated profits, any foreign
exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any
foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.



For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency
Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan
was in fact so funded.



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3.06Mitigation Obligations; Replacement of Lenders. If any Lender requests compensation
under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section
3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section
3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.



3.07Survival.All of the Borrowers obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.



ARTICLE IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS



4.01Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder
is subject to satisfaction of the following conditions precedent:



(a) The Administrative Agents receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:



(i) executed counterparts of this Agreement, the Security
Instruments, the Guaranty and the Post Closing Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;



(ii) Notes executed by the Borrower in favor of each Lender requesting Notes;



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



(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly
organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such
qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;



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(v) a favorable opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to
the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;



(vi) a certificate of a Responsible Officer
of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it
is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;



(vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions
specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or
in the aggregate, a Material Adverse Effect, it being agreed for purposes of such certificate that the matters disclosed in the Borrowers filings with the SEC for the period from January 1, 2004 through December 17, 2004 (but excluding adverse
developments in, or additional disclosures subsequently made in regard to, such matters) shall be deemed not to constitute a Material Adverse Effect; (C) the current Debt Ratings; and (D) as to the absence of any action, suit, investigation or
proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;



(viii) a duly completed Compliance
Certificate as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing Date, signed by a Responsible Officer of the Borrower;



(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained
and is in effect;



(x) evidence that the
Existing Credit Agreement and the Receivables Purchase Facility have been or concurrently with the Closing Date are being terminated (other than any provisions that expressly survive the termination of such agreements) and all Liens securing
obligations under the Existing Credit Agreement and the Receivables Purchase Facility have been or concurrently with the Closing Date are being released;



(xi) Uniform Commercial Code search results showing only those Liens that are permitted under this Agreement or are reasonably acceptable
to the Lenders;



(xii) a copy of the executed
Convertible Notes Indenture, in form and substance satisfactory to the Administrative Agent and the Lenders and evidence of the issuance of Convertible Subordinated Notes thereunder in an aggregate principal amount of not less than $350,000,000, on
terms and conditions acceptable to the Administrative Agent and the Lenders;



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(xiii) Either (A) the concurrent prepayment in full of the Senior Notes and associated
make whole payments with a part of the proceeds of the Convertible Subordinated Notes and termination of the Senior Note Purchase Agreement, or (B) the setting aside of the cash necessary to make such prepayments and make whole payments on a date
that is no later than thirty (30) days after the Closing Date pursuant to escrow arrangements in form and substance satisfactory to the Administrative Agent and the Lenders, together with the receipt of all necessary consents and/or waivers from the
holders of the Senior Notes in order to waive any events of default and/or collateral requirements triggered by the issuance of the Convertible Subordinated Notes, the refinancing of the Existing Credit Agreement, and/or the incurrence of
indebtedness and grants of liens related thereto, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Lenders;



(xiv) a certificate signed by a Responsible Officer of the Borrower as to the financial condition and
Solvency of the Borrower and its Subsidiaries, taken as a whole (after giving effect to the refinancing of the Existing Credit Agreement, the prepayment or provision for prepayment of the Senior Notes, the issuance of the Convertible Subordinated
Notes and the incurrence of indebtedness related to each of the foregoing);



(xv) pro forma consolidated financial statements as to the Borrower and its Subsidiaries, and forecasts prepared by management of the Borrower, each in form reasonably satisfactory to the Lenders, of balance
sheets, income statements and cash flow statements on a quarterly basis for the first year following the Closing Date and on an annual basis for each of the four years thereafter;



(xvi) all stock certificates evidencing all the Pledged Interests in all direct and indirect Domestic
Subsidiaries of the Borrower that are organized as corporations, accompanied, as applicable, by duly executed stock powers in blank affixed thereto;



(xvii) Uniform Commercial Code financing statements for filing in all places required by applicable law to perfect the Liens of the
Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other
documents and/or evidence of other actions as may be necessary under applicable law to perfect the Liens of the Administrative Agent for the benefit of the Secured Parties under the Security Instruments as a first priority Lien in and to such other
Collateral as the Administrative Agent may require; and



(xviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.



(b) Any fees required to be paid on or before the Closing Date shall have
been paid.



(c) Unless waived by the Administrative Agent, the
Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and



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disbursements as shall constitute its reasonable estimate of such fees, reasonable charges and disbursements incurred or to be incurred by it through the
closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).



(d) The Closing Date shall have occurred on or before December 23, 2004.



Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the
conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.



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



(a) The representations and warranties of (i) the
Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such
Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.



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



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



(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change
in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in
an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.



(e) In the event the Senior Note Purchase Agreement has not been
terminated, no violation by the Borrower of Section 10.06 of the Senior Note Purchase Agreement exists or would result from such proposed Credit Extension.



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Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of
Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall (i) be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension and (ii) be accompanied by a certification by a Responsible Officer of the Borrower either that (A) no Senior Notes remain outstanding and unpaid and the Senior Note Purchase
Agreement has been terminated, or (B) the Credit Extension requested therewith will qualify as indebtedness which is permitted to be secured by a Lien pursuant to clause (i) of Section 10.3 of the Senior Note Purchase Agreement, together with a
calculation, as of the date of such request, of Priority Indebtedness as defined in the Senior Note Purchase Agreement, including in such calculation the principal amount of such Credit Extension.



ARTICLE V.

REPRESENTATIONS AND WARRANTIES



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



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



5.02Authorization; No Contravention.The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do
not and will not (a) contravene the terms of any of such Persons Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which
such Person or its property is subject; or (c) violate any Law; except in each case referred to in clause (b) or (c), to the extent that such conflict, breach, contravention, creation, requirement or violation could not reasonably be expected to
have a Material Adverse Effect; provided that as of the Closing Date the Borrower has no actual knowledge of any such conflict, breach, contravention, creation, requirement or violation without regard to such exception. Each Loan Party is in
compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.



5.03Governmental Authorization; Other Consents.No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery



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or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except (i) as may be required by Laws affecting the
offering and sale of securities generally, (ii) filings with the appropriate filing offices of the UCC-1 financing statements delivered to the Administrative Agent pursuant to Section 4.01(a)(xvii), (iii) filings with the United States
Copyright Office and/or the United States Patent and Trademark Office and (iv) filings under the Assignment of Claims Act.



5.04Binding Effect.This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms.



5.05 Financial
Statements; No Material Adverse Effect.



(a) The Audited
Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, with respect to this
clause (iii), to the extent required to be disclosed under GAAP.



(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2004, and the related consolidated statements of income or operations, shareholders equity and cash flows for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule
5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date hereof that are not reflected on such financial statements, including liabilities
for material taxes, material commitments and material Indebtedness.



(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, it being agreed for
purposes of this representation that the matters disclosed in the Borrowers filings with the SEC for the period from January 1, 2004 through December 17, 2004 (but excluding adverse developments in, or additional disclosures subsequently made
in regard to, such matters) shall be deemed not to constitute a Material Adverse Effect.



(d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01(a)(xv) were



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prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the Borrowers best estimate of its future financial performance.



5.06Litigation.There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and
diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect.



5.07No Default.Except as specifically disclosed in Schedule 5.07, neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.



5.08Ownership of Property; Liens.Each of the Borrower and
each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.



5.09Environmental Compliance. Each of the respective
businesses, operations and properties of the Borrower and its Subsidiaries is in compliance with Environmental Laws, and there are no claims pending against the Borrower or any of its Subsidiaries alleging potential liability or responsibility for
violation of any Environmental Law except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



5.10Insurance.The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable
Subsidiary operates.



5.11Taxes.The Borrower
and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.
There is no proposed tax assessment against the Borrower or any Subsidiary that could, if made, reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.



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5.12 ERISA Compliance.



(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal
or state Laws, including applicable Foreign Benefit Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being
processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Plan subject to any Foreign Benefit Law has, if required under applicable
Foreign Benefit Law, received the required approvals by any Governmental Authority regulating such Plan or an application for such approvals is currently being processed. The Borrower and each ERISA Affiliate have made all required contributions to
each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. The Company has not failed to make a
required contribution or payment, or otherwise failed to operate in compliance with any Foreign Pension Plan, except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.



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



(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans
does not exceed $100,000,000; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.



(d) Each Plan governed by any Foreign Benefit Law, or the funding of which is
regulated by any Foreign Benefit Law, is substantially in compliance with all applicable Foreign Benefit Laws regulating such Plans, and each such Plan is (i) funded to at least the minimum level required by law or, if higher, to the level required
by the terms governing the Plan, (ii) provided for or recognized in the financial statements most recently delivered to the Administrative Agent or (iii) estimated in the formal notes to the financial statements most recently delivered to the
Administrative Agent where the failure to fund, provide for, recognize or estimate the liabilities arising under such Plan could reasonably be expected to have a Material Adverse Effect.



5.13Subsidiaries; Equity Interests.The Borrower has no Subsidiaries other than those specifically disclosed
in Part (a) of Schedule 5.13, and all of the outstanding Equity



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Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified on Part (a)
of Schedule 5.13 free and clear of all Liens. The Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in
the Borrower have been validly issued and are fully paid and nonassessable.



5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.



(a) The Borrower is not engaged or will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more
than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any
agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.



(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary (i) is a holding company, or a
subsidiary company of a holding company, or an affiliate of a holding company or of a subsidiary company of a holding company, within the meaning of the Public Utility Holding
Company Act of 1935, or (ii) is or is required to be registered as an investment company under the Investment Company Act of 1940.



5.15Disclosure.The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No written report, financial statement,
certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
under any other Loan Document and no oral information furnished by or on behalf of any Loan Party by any Responsible Officer or any other member of the Diligence Group in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) taken as a whole contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial
information and other project and estimated information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.



5.16Compliance with Laws.Each of the Borrower and each
Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being contested in good faith by



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appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.



5.17Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, IP Rights) that are reasonably necessary for the operation of their respective businesses. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person, except where such infringement would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.



5.18Solvency.The Borrower,
individually, and Loan Parties, taken as a whole, are Solvent.



5.19Security Instruments and Guaranty.The provisions of each of the Security Instruments are effective to create in favor of the Secured Parties a legal, valid and enforceable first priority security interest in all right,
title and interest of any Loan Party in the Collateral described therein. All representations and warranties of each Loan Party contained in the Guaranty and in the Security Instruments are true and correct.



ARTICLE VI.

AFFIRMATIVE COVENANTS



So long as any Lender or L/C Issuer shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnity obligations) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:



6.01Financial Statements.Deliver to the Administrative Agent (for further delivery to each Lender), in form
and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:



(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended December 31, 2004), a consolidated balance sheet of the Borrower and
its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the
Required Lenders as to whether such financial statements are free of material misstatement, which report and opinion shall be prepared in



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accordance with audit standards of the Public Company Accounting Oversight Board and shall not be subject to any going concern or like
qualification or exception or any qualification or exception as to the scope of such audit or with respect to the absence of material misstatement other than any statement required or permitted to be made therein pursuant to Section 404 of the
Sarbanes Oxley Act of 2002 and rules or regulations thereunder (the Sarbanes-Oxley Act); provided, that, in the event that the Borrower is unable to deliver financial statements complying with the foregoing requirements
(collectively, Acceptable Audited Financial Statements) and a report and an opinion complying with the foregoing standards (collectively, an Acceptable Auditors Report) within such time period for the
fiscal year ended December 31, 2004, solely as a result of continuing work of the Borrower or such accountant required to prepare the attestations, opinions or statements required or permitted by Section 404 of the Sarbanes Oxley Act, (i) such
failure shall not constitute an Event of Default under this Section 6.01(a) so long as (x) as soon as available, but in any event within 90 days after the end of such fiscal year of the Borrower, the Borrower delivers to the Administrative
Agent such consolidated balance sheet, and consolidated statements of income or operations, shareholders equity and cash flows in unaudited form, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects
the financial condition, results of operations, shareholders equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal year end audit adjustments, and (y) as soon as possible, but in any event within
120 days after the end of such fiscal year of the Borrower, the Borrower delivers Acceptable Audited Financial Statements and an Acceptable Auditors Report for such fiscal year to the Administrative Agent, and (ii) the Administrative Agent and
Lenders shall have the right to engage, at the Borrowers sole expense, an independent auditing firm to conduct a due diligence investigation with respect to such matters as determined by the Administrative Agent and the Lenders, and the
Borrower shall permit such auditors to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired; and



(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower
(commencing with the fiscal quarter ended March 31, 2005), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related unaudited consolidated statements of income or operations,
unaudited shareholders equity and unaudited cash flows for such fiscal quarter and for the portion of the Borrowers fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter
of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of
operations, shareholders equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.



(c) as soon as available, but in any event within 30 days after the end of
each calendar month, commencing with the calendar month ending December 31, 2004, an unaudited, internally-prepared non-GAAP consolidated statement of income or operations for such month and for the portion of the Borrowers fiscal year then
ended, all in reasonable detail, certified by a Responsible Officer of the Borrower as reflecting the results of operations of the Borrower and



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its Subsidiaries as generated by the internal accounting system of the Borrower and its Subsidiaries.



As to any information contained in materials furnished pursuant to Section 6.02(d),
the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a)
and (b) above at the times specified therein.



6.02Certificates; Other Information.Deliver to the Administrative Agent (for further delivery by the Administrative Agent to each Lender), in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:



(a) concurrently with the delivery of the audited financial
statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any
Default under Section 7.11 or, if any such Default shall exist, stating the nature and status of such event;



(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance
Certificate signed by a Responsible Officer of the Borrower;



(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of
the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;



(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;



(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or
credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;



(f) promptly after the furnishing thereof, copies of any written statement, report, notices or other written information
provided to any rating agency;



(g) promptly, and in any event
within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof from the SEC (or delivered on a monthly basis during the month following the receipt thereof from all comparable agencies in all applicable non-U.S.
jurisdictions), copies of each written notice or other written correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any



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investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary
thereof; and



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



Documents required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(d)or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i)
on which the Borrower posts such documents, or provides a link thereto on the Borrowers website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers behalf on
an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver
paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii)
the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such
Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any
such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.



The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, Borrower Materials) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform) and
(b) certain of the Lenders may be public-side Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a Public Lender). The
Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear
prominently on the first page thereof; (x) by marking Borrower Materials PUBLIC, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat the Borrower Materials as
publicly available information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion
of the Platform designated Public Investor; and (z) the Administrative Agent and the Arrangers shall be entitled to treat the Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of
the Platform not designated Public Investor.



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6.03Notices.Promptly notify the Administrative Agent and each Lender:



(a) upon obtaining knowledge of the occurrence of any Default;



(b) of any matter that has resulted or could reasonably be expected to result
in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any material dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;



(c) of the occurrence of (i) any ERISA Event, (ii) a material
increase in any Unfunded Pension Liability, (iii) the adoption of, or the commencement of contributions to, (A) any Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate or (B) any Plan governed by any Foreign Benefit Law,
or the funding of which is regulated by any Foreign Benefit Laws, that is in the nature of a defined benefits plan, if such adoption of, or the commencement of contributions to any Plan results in a material increase in contributions or Unfunded
Pension Liability, (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability, (v) a material increase in the amount by which the
benefit liabilities of all Plans governed by Foreign Benefit Laws, or the funding of which are regulated by any Foreign Benefit Laws, exceed all such Plans assets, as computed in accordance with applicable law as of the most recent valuation
date for such Plans, if such increase or funding results in a material increase in contributions or Unfunded Pension Liability, or (vi) the failure of the Borrower or any ERISA Affiliate to make a required installment or payment under Section 302 of
ERISA or Section 412 of the Code (in the case of Pension Plans regulated by the Code or ERISA) or under any Foreign Benefit Law (in the case of Plans regulated by any Foreign Benefit Law) by the due date, in each case along with a copy of any notice
with respect to any such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Borrower or any Subsidiary with respect to any such event, if such failure results in a material increase in
contributions or Unfunded Pension Liability;



(d) of any
material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary; and



(e) of any public announcement by Moodys or S&P of any change or possible change in a Debt Rating.



Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe
with particularity in reasonable detail any and all provisions of this Agreement and any other Loan Document that have been breached.



6.04Payment of Obligations.Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a)
all tax liabilities, assessments and



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governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and
payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness; provided that the Borrower shall not be obligated to pay and discharge a liability or obligation where (x) the
validity or amount thereof is being contested in good faith by appropriate proceedings, (y) the Borrower or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (z) such contest effectively
suspends collection of the contested obligation and the enforcement of any Lien securing such obligation.



6.05Preservation of Existence, Etc.(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under
the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all commercially reasonable action required to maintain all rights, privileges, permits, licenses and franchises
necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade
names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.



6.06Maintenance of Properties.(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation
of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect.



6.07Maintenance of
Insurance.Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged
in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days prior notice to the Administrative Agent of termination,
lapse or cancellation of such insurance.



6.08Compliance with Laws.Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement
of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.



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



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6.10Inspection Rights.Except (a) with respect to information and records which the
Borrower or a Subsidiary may not under applicable Law disseminate or disclose to the Administrative Agent and the Lenders and (b) with respect to non-financial information and records which the Borrower or a Subsidiary may not disseminate or
disclose (i) due to the express terms of a confidentiality agreement executed on an arms-length basis with a third party (after taking into account the confidentiality provisions of this Agreement and the other Loan Documents) or (ii) the disclosure
of which would waive attorney-client privilege or attorney-work product privilege, permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.



6.11Use of Proceeds.Use the proceeds of the Credit Extensions to refinance outstandings under the Existing
Credit Agreement, to pay fees and expenses relating to such refinancings, to make the KPMG Termination Payments and for working capital and other general corporate purposes not in contravention of any Law or of any Loan Document.



6.12Approvals and Authorizations.Maintain all authorizations,
consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in
such jurisdiction, in each case that are required in connection with the Loan Documents, except where the failure to maintain such authorizations, consents, approvals, licenses, exemptions, filings, registrations, approvals or consents, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.



6.13Collateral. Promptly upon request by the Administrative Agent (and in any event within 30 days of any such request), execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register, any and all such further acts, deeds, conveyances, security agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the
Administrative Agent may reasonably require from time to time in order (i) to create and perfect a Lien on any real or personal tangible or intangible property of the Borrower that is not subject to a Lien under the Security Instruments on the
Closing Date; (ii) to carry out more effectively the purposes of this Agreement or any other Loan Document, (iii) to subject to the Liens created by any of the Security Instruments any of the properties, rights or interests covered by any of the
Security Instruments, (iv) to perfect and maintain the validity, effectiveness and priority of any of the Security Instruments and the Liens intended to be created thereby, and (v) to better assure, convey, grant, assign, transfer, preserve, protect
and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under the Security Instruments or under any other document executed in connection therewith.



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6.14Additional Guarantors; New Subsidiaries and Pledgors.(a) As soon as practicable but
in any event within 30 days following the acquisition or creation of any Subsidiary that is a Domestic Subsidiary or Direct Foreign Subsidiary, cause to be delivered to the Lender each of the following:



(i) if such Subsidiary is a Domestic Subsidiary, a Guaranty
Joinder Agreement duly executed by such Subsidiary;



(ii) if such Subsidiary is a Domestic Subsidiary, a Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed);



(iii) if such Subsidiary is a Domestic Subsidiary or a Direct Foreign Subsidiary, and any of the Pledged
Interests issued by such Subsidiary are owned by a Subsidiary who has not then executed and delivered to the Administrative Agent the Pledge Agreement or a Pledge Joinder Agreement granting a Lien to the Secured Parties in such Pledged Interests, a
Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Subsidiary that directly owns such Pledged Interest (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or
comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion);



(iv) if such Subsidiary is a Domestic Subsidiary or a Direct
Foreign Subsidiary, and any of the Pledged Interests issued by such Subsidiary are owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge Agreement Supplement by each Borrower and
Subsidiary that owns any of such Pledged Interests with respect to such Pledged Interests in the form required by the Pledge Agreement;



(v) if the Pledged Interests issued or owned by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (A)
the certificates representing 100% of such Pledged Interests and (B) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;



(vi) if such Subsidiary is a Domestic Subsidiary and itself owns any Subsidiary Securities issued by any
Subsidiary that is, or after such acquisition or transaction will be, a Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary (and, as to
Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent,
unless otherwise agreed to by the Administrative Agent in its sole discretion);



(vii) with respect to any Person that has executed a Pledge Joinder Agreement, a Pledge Agreement Supplement or a Security Joinder
Agreement hereunder, Uniform Commercial Code financing statements naming such Person as Debtor and naming the Lender for the benefit of the Secured Parties as Secured Party, in form, substance and



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number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and
in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;



(viii) unless the Administrative Agent
expressly waives such requirement, an opinion or opinions of counsel to each Subsidiary executing any Pledge Joinder Agreement or Pledge Agreement Supplement, and the Borrower if it executes a Pledge Agreement Supplement, provided for in this
Section 6.14 dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Documents) provided for in this Section 6.14 and addressed to the Administrative Agent, in form and substance reasonably acceptable to
the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 4.01(a)(v).



(ix) current copies of the documents of the
types referred to in clauses (iii) and (iv) of Section 4.01(a) of each such Subsidiary, all certified by the applicable Governmental Authority or appropriate officer as the Administrative Agent may elect, all in form, content
and scope reasonably satisfactory to the Administrative Agent.



Notwithstanding any provision to the contrary in this Agreement, neither the Borrower nor any Subsidiary shall be required to pledge (x) more than 65% of the outstanding capital stock of, or other equity interests in, (i) any Foreign
Subsidiary thereof or (ii) any other Subsidiary thereof if more than 65% of the assets of such other Subsidiary are securities of foreign Persons (such determination to be made on the basis of fair market value) or (y) any capital stock or other
equity interests of a Foreign Subsidiary thereof which is owned by a Foreign Subsidiary thereof.



(b) As soon as practicable but in any event within 30 days following the acquisition of any Pledged Interests by any Subsidiary who has not theretofore
executed the Pledge Agreement or a Pledge Joinder Agreement and who is not required to deliver a Pledge Joinder Agreement pursuant to the preceding provisions of this Section 6.14, cause to be delivered to the Administrative Agent a Pledge
Joinder Agreement (with all schedules thereto appropriately completed) duly executed by the Subsidiary (and, as to Pledged Interests issued by any Direct Foreign Subsidiary, a pledge agreement or comparable document pursuant to the laws of the
jurisdiction of formation of such Subsidiary in form and substance reasonably acceptable to the Administrative Agent, unless otherwise agreed to by the Administrative Agent in its sole discretion), and the documents, stock certificates, stock
powers, financing statements, opinions, Organization Documents and authorizations relating thereto and to the pledge contained therein and described in clauses (iv), (vii) and (viii) of Section 6.14(a).



ARTICLE VII.

NEGATIVE COVENANTS



So long as any Lender or L/C Issuer shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnity obligations) hereunder shall remain unpaid or



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unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:



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



(a) Liens pursuant to any Loan Document;



(b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property
covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);



(c)
Liens for taxes, assessments, charges or other government levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the
applicable Person in accordance with GAAP;



(d) carriers,
warehousemens, mechanics, materialmens, repairmens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;



(e) pledges or deposits in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;



(f)
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature
incurred in the ordinary course of business;



(g) easements,
rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the applicable Person;



(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;



(i) Liens securing Indebtedness permitted under Section 7.03(f);
provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the
property being acquired on the date of acquisition;



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(j) any interest or title of a lessor, sublicensor, or licensor under any lease or license entered into
in the ordinary course of business and covering only the assets so leased or licensed;



(k) licenses, sublicenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or its Subsidiaries;



(l) (i) contractual or statutory Liens of landlords, to the extent relating
to the property and assets relating to any lease agreements with such landlord, and (ii) contractual or statutory liens of governmental customers, to the extent limited to property or assets relating to such contract;



(m) rights of setoff or bankers liens upon deposits of cash in favor of
banks or other financial institutions; provided such bank or other financial institution has executed and delivered a deposit account control agreement with respect to such deposits pursuant to the Security Agreement (except to the extent a
deposit account control agreement is not then required to be in effect with regard to such bank or other financial institution pursuant to the Security Agreement or the Post Closing Agreement);



(n) Liens arising from precautionary UCC financing statements regarding
operating leases or consignments;



(o) Liens on the fixed
assets of businesses acquired pursuant to Acquisitions permitted by Section 7.02(e), provided that the Indebtedness secured by such Liens is permitted hereunder and does not exceed $5,000,000 in the aggregate, the amount thereof is not
increased and the Liens securing such Indebtedness are not extended to other assets after the date of such Acquisition; and



(p) customary restrictions imposed on the transfer of copyrighted or patented materials or other intellectual property and customary provisions in
agreements that restrict the assignment of such agreements or any rights thereunder.



7.02Investments and Acquisitions.Make any Investments or Acquisitions, except:



(a) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt securities;



(b) Investments of the Borrower in any Guarantor and Investments of any
Guarantor in the Borrower or in another Guarantor;



(c)
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;



(d) Guarantees permitted by Section 7.03;



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(e) Investments by the Borrower or any Subsidiary thereof in the form of Acquisitions; provided
that:



(i) the Person to be acquired shall be
a going concern, engaged in a business, or the assets to be acquired shall be used in a business which is similar or complimentary to the line of business of the Borrower and its Subsidiaries;



(ii) the Borrower or such Subsidiary (unless the Person to
be acquired complies with Section 6.14), as applicable, shall be the surviving Person and no Change in Control shall have been effected thereby;



(iii) the Borrower shall have delivered written notice of such proposed Acquisition to the Administrative Agent (for delivery by the
Administrative Agent to the Lenders) and the Lenders, which notice shall include the proposed closing date of such proposed acquisition, not less than twenty (20) calendar days prior to such proposed closing date;



(iv) the Borrower shall have delivered to the Administrative
Agent all documents or information reasonably requested by the Lenders with respect to such proposed Acquisition, except for such documents or information that are subject to privilege;



(v) the board of directors or other equivalent governing body of such Person shall have approved such
proposed Acquisition, except in the case of an acquisition of stock of such Person, other than by tender offer, with respect to which the board of directors of such Person have not advised against or disapproved such acquisition;



(vi) no Default or Event of Default shall have occurred and
be continuing both before and after giving effect to such proposed acquisition;



(vii) the Borrower shall comply with Section 6.14;



(viii) the Borrower shall have delivered to the Administrative Agent (for delivery by the Administrative
Agent to the Lenders) and the Lenders a Compliance Certificate dated as of the closing date of such proposed Acquisition demonstrating, in form and substance reasonably satisfactory thereto, pro forma compliance with each covenant contained in
Section 7.11 and Section 7.12 (both before and after giving effect to such proposed acquisition);



(ix) the Person to be acquired is not subject to material pending litigation which could reasonably be expected to have a Material Adverse
Effect; and



provided, further,
that the aggregate Cost of Acquisition of all Acquisitions from the Closing Date shall not exceed $5,000,000;



(f) Investments in Foreign Subsidiaries not otherwise permitted by this Section 7.02; provided that such Investments shall not exceed (x)
$75,000,000 in the aggregate with respect to Investments that support the performance obligations of Foreign Subsidiaries under Contractual



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Obligations (other than Contractual Obligations that constitute Indebtedness), (y) $50,000,000 in the aggregate for Investments other than Investments
described in the preceding clause (x) (including up to $20,000,000 for severance payments related to the termination of operations), or (z) $75,000,000 in the aggregate with respect to all Investments made pursuant to this subsection (f);



(g) Investments in Foreign Subsidiaries that replace the bank
guarantees described on Schedule 7.02(g) and which support the performance obligations of such Foreign Subsidiaries under Contractual Obligations (other than Contractual Obligations that constitute Indebtedness);



(h) intercompany loans made between Loan Parties;



(i) Investments by the Borrower and its Subsidiaries received in connection
with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers;



(j) Investments arising as a result of the Borrower or its Subsidiaries entering into Swap Contracts permitted pursuant to Section 7.03;



(k) Investments by the Borrower and its Subsidiaries in the
form of promissory notes acquired in connection with Permitted Dispositions (provided that (i) the aggregate outstanding amount of all such Investments shall not exceed $5,000,000 at any one time and (ii) any such Investment shall be due and
payable within twenty-four (24) months of the date of execution of such Investment);



(l) so long as no Default exists, any cash transfer by a Loan Party to a Foreign Subsidiary (each, a Cash Transfer) provided that:



(i) the Borrower shall notify the Administrative Agent of any such Cash Transfer at least five (5) Business
Days in advance thereof;



(ii) the purpose of
such Cash Transfer shall be to enable a Foreign Subsidiary to make payment to one or more of the Loan Parties, including payment of interest on an outstanding intercompany loan payable by a Foreign Subsidiary to one or more of the Loan Parties or to
pay management fees payable by a Foreign Subsidiary to one or more of the Loan Parties;



(iii) within five (5) Business Days following the date of such Cash Transfer a Foreign Subsidiary returns the cash in an amount equal to
the amount of such Cash Transfer to one or more of the Loan Parties;



(iv) the Borrower shall deliver to the Administrative Agent, within five (5) Business Days after the date of such return, written confirmation satisfactory to the Administrative Agent that such Cash Transfer was made
in compliance with these provisions; and



(v)
the amount of Cash Transfers pursuant to this subsection (l) outstanding at any time shall not exceed $30,000,000; and



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(m) other Investments (not including Acquisitions) not exceeding $5,000,000 in the aggregate since the
Closing Date.



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



(a)
Indebtedness under the Loan Documents; provided, that, so long as the Senior Note Purchase Agreement remains effective, Indebtedness incurred under the Loan Documents shall be prohibited to the extent it would violate the
Priority Indebtedness covenant set forth in Section 10.6 of the Senior Note Purchase Agreement;



(b) Indebtedness outstanding on the date hereof (but excluding the Senior Notes and the Convertible Subordinated Notes) and listed on Schedule 7.03
and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued
in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate
applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;



(c) the Senior Notes and the Convertible Subordinated Notes;



(d) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;



(e) obligations (contingent or otherwise) of the Borrower or
any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a market view; and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;



(f) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or
capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000;



(g) Performance Letters of Credit, surety bonds and, without duplication,
bank guaranties in an aggregate stated amount not to exceed $200,000,000;



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(h) unsecured Indebtedness in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding;



(i) intercompany loans made between Loan Parties
permitted by Section 7.02(h) and Cash Transfers permitted by Section 7.02(l);



(j) Indebtedness acquired or assumed by the Borrower and its Subsidiaries in connection with any Acquisition; and



(k) indemnifications, obligations, escrows, earn-outs, and adjustments of purchase price pursuant to agreements in connection with Acquisitions or
Dispositions permitted hereunder.



7.04Fundamental
Changes.Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in
favor of any Person, except that, so long as no Default exists or would result therefrom:



(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is
merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person unless such other Subsidiary which survives such merger becomes a Guarantor immediately after such merger;



(b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;



(c) the Borrower or any Subsidiary may engage in mergers or consolidations in
connection with Acquisitions permitted by Section 7.02(e);



(d) the Borrower or any Subsidiary may engage in transactions permitted pursuant to Section 7.05; and



(e) the Borrower may cause to be dissolved any Subsidiary listed on Schedule 7.04(e).



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



(a) Dispositions of damaged, obsolete, unusable or worn out
property, whether now owned or hereafter acquired, in the ordinary course of business;



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



(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the



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proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;



(d) Dispositions of property by any Subsidiary to the Borrower or by the
Borrower or any Subsidiary to a wholly-owned Subsidiary or any other Subsidiary which has satisfied all the applicable requirements of Section 6.14; provided that if the transferor of such property is a Guarantor, the transferee
thereof must either be the Borrower or a Guarantor;



(e)
Dispositions permitted by Section 7.04;



(f) the
Specified Disposition and other Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05; provided, in each case, that (i) at the time of such Disposition, no Default shall exist or would result
from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (f) after the Closing Date (other than property Disposed of in the Specified Disposition) shall not exceed $10,000,000;



(g) Dispositions by any Foreign Subsidiary to another Foreign Subsidiary;
provided, that any such Disposition by a Direct Foreign Subsidiary shall only be to another Direct Foreign Subsidiary;



(h) licenses of IP Rights by the Borrower or any Subsidiary in the ordinary course of business; and



(i) Dispositions by the Borrower or any Subsidiary consisting of leases and
subleases of real property solely to the extent that such real property is not necessary for the normal conduct of operations of the Borrower or such Subsidiary;



provided, however, that any Disposition pursuant to clauses (a) through (i) shall be for fair market value.



7.06Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing at the time of any action described below
or would result therefrom:



(a) each Subsidiary may make
Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is
being made;



(b) the Borrower and each Subsidiary may declare
and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;



(c) the Borrower may issue and sell shares of its common stock, so long as the Net Cash Proceeds thereof are required to be applied to the prepayment of
the Loans pursuant to Section 2.05(e)(i);



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(d) the Borrower may repurchase stock from departing employees and directors in an aggregate amount not
to exceed $3,500,000 in any fiscal quarter of the Borrower;



(e) the Borrower may repurchase its capital stock upon exercise of options or warrants solely to the extent that shares of such capital stock represent a portion of the exercise price of such options or warrants; and



(f) the Borrower may make cash payments in lieu of the issuance of fractional
shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower.



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



7.08Transactions with Affiliates.Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary
course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arms length transaction with a
Person other than an Affiliate, provided that the foregoing restriction shall not apply to:



(a) transactions between or among the Loan Parties;



(b) transactions exclusively between or among Subsidiaries and Affiliates that are not in either case Loan Parties;



(c) subcontracts for services among the Borrower and its Subsidiaries;



(d) administrative overhead costs reasonably allocated among the Borrower and its Subsidiaries;



(e) customary indemnities to present and former officers and directors; and



(f) tax sharing agreements among the Borrower and its
Subsidiaries.



7.09Burdensome Agreements.Enter
into or maintain any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Note Purchase Agreement or the Convertible Notes Indenture) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments
to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer
to exist Liens on property of such Person; provided, however, that this clause (a) shall not prohibit (A) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(f) solely to
the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; (B) customary provisions in leases and other agreements prohibiting the assignment thereof; (C) prohibitions on the grant of any Lien on, or
transfer of, property financed solely with Indebtedness permitted by Section 7.03(f); (D) restrictions on



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Liens on, or transfer of, any fixed assets acquired in any Acquisition permitted by Section 7.02(e) pursuant to the terms of Indebtedness secured by
Liens on such fixed assets to the extent such Indebtedness and Liens are otherwise permitted hereunder; and (E) restrictions which are customary in connection with the sale of a Subsidiary or an asset pending such sale; or (b) requires the grant of
a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.



7.10Use of Proceeds.Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.



7.11Financial Covenants.



(a) Consolidated Net Worth. Permit Consolidated Net Worth at
any time to be less than $1,000,000,000.



(b) Minimum
Consolidated EBITDA. Permit Consolidated EBITDA to be less than $45,000,0000 for the fiscal quarter ended December 31, 2004 and $54,000,000 for the fiscal quarter ended March 31, 2005.



7.12Capital Expenditures. Make or become legally obligated to
make after January 1, 2005 any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except for capital
expenditures in the ordinary course of business, not exceeding $70,000,000 in the aggregate for the Borrower and it Subsidiaries.



7.13Prepayments; Amendments to Senior Note Purchase Agreement and Convertible Notes Indenture.



(a) Prepay, redeem, purchase, repurchase, defease or otherwise satisfy prior
to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, or pay cash upon conversion of (except with respect to fractional shares) any Convertible Subordinated Notes or any other Indebtedness
that is subordinated to the Indebtedness hereunder, including pursuant to any Change of Control, Designated Event, termination of trading, sale of assets, issuance of any equity or otherwise as may be set forth in the terms thereof or available to
the Borrower or any of its Subsidiaries at its option, except for prepayments, redemptions, defeasances, purchases, repurchases or any other satisfaction prior to the scheduled maturity thereof of the Senior Notes.



(b) Amend, modify or change in any manner any term or condition of the Senior
Note Purchase Agreement or the Convertible Notes Indenture or any refinancing of any the Senior Notes or the Convertible Subordinated Notes so that the terms and conditions thereof provide for the issuance of Indebtedness in an amount greater than
that provided for as of the Closing Date or are less favorable to the Administrative Agent, the Lenders and the L/C Issuer (or, with respect to the Convertible Subordinated Notes, the Borrower) than the terms and conditions of the Senior Note
Purchase Agreement and the Convertible Notes Indenture as of the Closing



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Date, but in no event shall terms of recourse, guarantees, collateral or credit support be any less favorable to all such parties than the terms of such
Indebtedness as of the Closing Date.



ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES



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



(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i)
when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or
any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or



(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.10, 6.11, or 6.13 or Article VII of this Agreement or in the Post Closing Agreement, or the Guarantor fails to perform or observe any term, covenant or agreement contained in the
Guaranty; or



(c) Other Defaults. Any Loan Party fails
to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or



(d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when
made or deemed made; or



(e) Cross-Default. (i) The
Borrower or any Subsidiary (A) fails after all applicable grace periods to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of
more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as
defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting



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Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is
an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or



(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution
of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it
or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or



(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or



(h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one
or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or
order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or



(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could
reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) the aggregate amount of Unfunded Pension
Liability among all Pension Plans at any time exceeds $100,000,000, (iii) the benefit liabilities of all Plans governed by Foreign Benefit Laws, or the funding of which are regulated by any Foreign Benefit Laws, at any time exceed all such
Plans assets, as computed in accordance with applicable law as of the most recent valuation date for such Plans, by more than the Threshold Amount, or (iv) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or



(j) Invalidity of Loan Documents and Convertible Notes Indenture. Any
Loan Document or the Convertible Notes Indenture, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the



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Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan
Document or the Convertible Notes Indenture; or any Loan Party denies that it has any or further liability or obligation under any Loan Document or the Convertible Notes Indenture, or purports to revoke, terminate or rescind any Loan Document or the
Convertible Notes Indenture; or any Security Instrument shall for any reason fail or cease to create a valid and enforceable first priority Lien on any Collateral purported to be covered thereby; or



(k) Change of Control. There occurs any Change of Control; or



(l) Designated Event. There occurs any Designated
Event; or



(m) Default under Senior Note Purchase Agreement
or Convertible Notes Indenture. Any Event of Default (or similar term serving substantially the same purpose) occurs and is continuing under the Senior Note Purchase Agreement or the Convertible Notes Indenture.



8.02Remedies Upon Event of Default.If any Event of Default
occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:



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



(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;



(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and



(d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;



provided,
however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower
to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.



8.03Application of Funds.After the exercise of remedies provided for in Section 8.02 (or after the
Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso



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to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:



First, to payment of that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;



Second, to payment of that portion of the Obligations constituting
fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article
III), ratably among them in proportion to the amounts described in this clause Second payable to them;



Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations,
ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;



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



Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit;



Sixth,
to payment of the termination value of all then-outstanding Related Credit Arrangements; and



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



Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause
Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall
be applied to the other Obligations, if any, in the order set forth above.



ARTICLE IX.

ADMINISTRATIVE AGENT



9.01Appointment and Authority.Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the



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Lenders and the L/C Issuer, and neither the Borrower nor the other Loan Party shall have rights as a third party beneficiary of any of such provisions.



9.02Rights as a Lender.The Person serving as
the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term Lender or Lenders
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.



9.03Exculpatory Provisions.The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:



(a) shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing;



(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required
to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and



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



The Administrative Agent
shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.



The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set



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forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.



9.04Reliance by Administrative Agent.The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to
the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



9.05Delegation of Duties.The Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.



9.06Resignation of Administrative Agent.Each of the Administrative Agent and any L/C Issuer may at any time give notice of its resignation
to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United
States, or an Affiliate of any such bank with an office in the United States. In the case of a retiring Administrative Agent, if no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth
above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and
(1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C



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Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successors appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agents resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub
agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.



Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successors appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the
obligations of the retiring L/C Issuer with respect to such Letters of Credit.



In the event of any dismissal or resignation by an L/C Issuer, any Letters of Credit issued by such retiring L/C Issuer shall remain outstanding until termination pursuant to their terms and such retiring L/C Issuer
shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all such Letters of Credit and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)), but excluding the right to consent to Eligible Assignees and the obligation to issue new Letters of Credit.



9.07Non-Reliance on Administrative Agent and Other Lenders.Each Lender and the L/C Issuer acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.



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9.08No Other Duties, Etc.Anything herein to the contrary notwithstanding, none of the
Bookrunners, Arrangers, or Syndication Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or the L/C Issuer hereunder.



9.09Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party,
the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any
demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise



(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections
2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and



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



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



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.



9.10Collateral and Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative
Agent, at its option and in its discretion,



(a) to release any
Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (ii) that is sold or to be sold as part of or in



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connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified
in writing by the Required Lenders;



(b) to subordinate any
Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and



(c) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of
a transaction permitted hereunder.



Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agents authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10.



ARTICLE X.

MISCELLANEOUS



10.01Amendments, Etc.No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure
by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:



(a) waive any condition set forth in Section 4.01(a) without the
written consent of each Lender;



(b) extend or increase the
Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;



(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other
amounts due to the Lenders (or any of them) or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;



(d) reduce the principal of, or the rate of interest specified herein on, any
Loan or L/C Borrowing, or (subject to clause (v) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;
provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of Default Rate or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;



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(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing
of payments required thereby without the written consent of each Lender;



(f) amend Section 1.05 or the definition of Alternative Currency without the written consent of each Lender;



(g) change any provision of this Section or the definition of Required Lenders or any other provision hereof specifying the number or
percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;



(h) release all or substantially all of the Guarantors from the Guaranty
without the written consent of each Lender; or



(i) release all
or substantially all of the Collateral without the written consent of each Lender;



and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this
Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.06(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC
at the time of such amendment, waiver or other modification; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.



10.02Notices; Effectiveness; Electronic Communication.



(a) Notices Generally. Except in the case of notices
and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:



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



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



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



(b)
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.



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



(c) Change of
Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto.
Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender.



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



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



10.03No Waiver; Cumulative Remedies.No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.



10.04Expenses; Indemnity; Damage Waiver.



(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out
of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for
herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii)
all out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such
out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.



(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Lender
and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in
connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations
hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby (provided that the Borrower and its Subsidiaries shall not be obligated to reimburse any Lender (other than the Administrative Agent) for legal fees and
expenses incurred prior to the Closing Date in connection with the negotiation and closing of the Loan Documents), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to
honor a demand for payment



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under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and
regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach of such Indemnitees obligations hereunder or under any other Loan Document, if the
Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.



(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a)
or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the
L/C Issuer or such Related Party, as the case may be, such Lenders Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section
2.12(d).



(d) Waiver of Consequential Damages, Etc.
To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent such damages are found in a final, nonappealable judgment by
a court of competent jurisdiction to have resulted from such Indemnified Partys gross negligence or willful misconduct.



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(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.



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



10.05Payments Set Aside.To the extent that any
payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or
any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in
effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.



10.06Successors and Assigns.



(a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of
this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an
SPC in accordance with the provisions of subsection (h) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon
any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.



(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including



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all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans)
at the time owing to it); provided that



(i) except in the case of an assignment of the entire remaining amount of the assigning Lenders Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender
subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if Trade Date is specified in the Assignment and Assumption, as of the
Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);



(ii) each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing
Line Loans;



(iii) any assignment of a
Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and



(iv) the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire



Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense)
shall execute and deliver a Note to the assignee Lender. To the extent requested by the Borrower following any such assignment, the assigning Lender agrees to return any such replaced Note to the Borrower for cancellation or notation of assignment.
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this



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Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.



(c) Register. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agents Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and
principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and the L/C Issuer at any reasonable time and from time to time upon reasonable prior notice. In addition, at any time that a request for a consent for a material or substantive change to the Loan Documents is pending, any
Lender wishing to consult with other Lenders in connection therewith may request and receive from the Administrative Agent a copy of the Register.



(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person or the Borrower or any of the Borrowers Affiliates or Subsidiaries) (each, a Participant) in all or a portion of such Lenders rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lenders participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lenders obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and
directly with such Lender in connection with such Lenders rights and obligations under this Agreement.



Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any
amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.



(e) Limitation upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers
prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such



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Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.



(f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



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



(h) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a
Granting Lender) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an SPC) the option to provide
all or any part of any Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if
an SPC elects not to exercise such option or otherwise fails to make all or any part of such Committed Loan, the Granting Lender shall be obligated to make such Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would
be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by an
SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i)
with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Committed Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public information relating



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to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to
such SPC.



(i) Resignation as L/C Issuer or Swing Line
Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America or JPMorgan Chase Bank, N.A. assigns all of its Commitment and Loans pursuant to subsection (b) above, such entity may, (i) upon
30 days notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days notice to the Borrower, in the case of Bank of America, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or
Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of Bank of America or JPMorgan Chase Bank, N.A. as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America or JPMorgan Chase Bank, N.A. resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans
or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans
made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).



10.07 Treatment of Certain Information;
Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential in accordance with the terms hereof), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners (provided that to the extent practical, such Person being requested or required to disclose such information shall provide advance notice to the Borrower (however, such Person shall have no liability for any
failure to provide such notice)), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (provided that to the extent practical, such Person being requested or required to disclose such information
shall provide advance notice to the Borrower (however, such Person shall have no liability for any failure to provide such notice)), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the prior written consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative



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Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.



For purposes of this Section, Information means all
information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on
a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information; provided that degree of care is no less than a reasonable degree of care.



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



10.09Interest Rate Limitation.Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the Maximum Rate). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.



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10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts
(and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. In the event of any conflict between the provisions of this
Agreement and those of any other Loan Documents, the provisions of this Agreement shall control. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.



10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the
Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as
long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.



10.12Severability.If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.



10.13[Reserved]



10.14Governing Law; Jurisdiction; Etc.



(a) GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING



105



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ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



(c)
WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



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



10.15Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



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10.16USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter
defined) 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.



10.17Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate
of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The
obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the Judgment Currency)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the Agreement Currency), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative
Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to
return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).



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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the
date first above written.



BEARINGPOINT, INC.By:

/s/ Roderick C. McGeary


Name:

Roderick C. McGearyTitle:

Chairman and Chief Executive Officer




S-1



---

BANK OF AMERICA, N.A.,as Administrative AgentBy:

/s/ Mollie S. Canup


Name:

Mollie S. CanupTitle:

Vice President




S-2



---

BANK OF AMERICA, N.A.,as a Lender, L/C Issuer and Swing Line LenderBy:

/s/ B. Kenneth Burton, Jr.


Name:

B. Kenneth Burton, Jr.Title:

Vice President




S-3



---

JPMORGAN CHASE BANK, N.A.,as a Lender and L/C IssuerBy:

/s/ T. David Short


Name:

T. David ShortTitle:

Vice President




S-4



---



EXHIBIT A



FORM OF COMMITTED LOAN NOTICE



Date:
,



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



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of December 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among BearingPoint, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer.



The Borrower hereby requests (select one):



 ̈A Borrowing of
Committed Loans ̈A conversion or continuation of Loans



| | 1. | On 
 (a Business Day).
| | -- | ----------------------



| | 2. | In the amount of .
| | -- | ------------------



| | 3. | Comprised of
.
| | -- | --------------

[Type of Committed Loan requested]



| | 4. | In the following currency:
| | -- | --------------------------



| | 5. | For Eurocurrency Rate Loans: with an Interest Period of
 months.
| | -- | ----------------------------------------------------------------



The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.



BEARINGPOINT, INC.By:


Name:Title:




A-1

Form of Committed Loan Notice



---



EXHIBIT B



FORM OF SWING LINE LOAN NOTICE



Date:
,



|To: | Bank of America, N.A., as Swing Line Lender
|--- | -------------------------------------------

| | Bank of America, N.A., as Administrative Agent
| | ----------------------------------------------



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of December 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among BearingPoint, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer.



The undersigned hereby requests a Swing Line Loan:



| | 1. | On 
 (a Business Day).
| | -- | ----------------------



| | 2. | In the amount of $.
| | -- | -------------------



The Swing Line Borrowing requested herein complies with the requirements of
the provisos to the first sentence of Section 2.04(a) of the Agreement.



BEARINGPOINT, INC.By:


Name:Title:




B-1

Form of Swing Line Loan Notice



---



EXHIBIT C



FORM OF NOTE



,



FOR VALUE RECEIVED, the undersigned (the Borrower) hereby
promises to pay to  or registered assigns (the Lender), in accordance with the provisions of the
Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of December 17, 2004 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among BearingPoint, Inc., the Lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A., as Syndication Agent and L/C Issuer.



The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full,
at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agents Office for such currency. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.



This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto.



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



C-1

Form of Note



---

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



BEARINGPOINT, INC.By:


Name:Title:




C-2

Form of Note



---

LOANS AND PAYMENTS WITH RESPECT THERETO



|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|---- |  | --------------- |  | ---------------------------- |  | -------------------- |  | ------------------------------------------ |  | ------------------------------------ |  | ---------------
|Date |  | Type ofLoanMade |  | CurrencyandAmount ofLoanMade |  | End ofInterestPeriod |  | Amount ofPrincipalor InterestPaid ThisDate |  | OutstandingPrincipalBalanceThis Date |  | NotationMade By
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                
|     |  |                 |  |                              |  |                      |  |                                            |  |                                      |  |                



C-3

Form of Note



---



EXHIBIT D



FORM OF COMPLIANCE CERTIFICATE



Financial Statement Date:
,



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



Ladies and Gentlemen:



Reference is made to that certain Credit Agreement, dated as of December 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among BearingPoint, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.



The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the

 of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:



[Use following paragraph 1 for fiscalyear-endfinancial statements]



1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.



[Use following paragraph 1 for fiscalquarter-endfinancial statements]



1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial
statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.



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



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



D-1

Form of Compliance Certificate



---

[select one:]



[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant
and condition of the Loan Documents applicable to it.]



or



[the following
covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]



4. The representations and warranties of (a) the Borrower contained in Article V of the Agreement and (b) each Loan Party contained in each other
Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the
Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance
Certificate is delivered.



5. The financial covenant analyses
and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.



IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
,
.



BEARINGPOINT, INC.By:


Name:Title:




D-2

Form of Compliance Certificate



---

For the Quarter/Year ended
 (Statement Date)



SCHEDULE 2

to the Compliance Certificate



|I. | Section 7.11(a)  Consolidated Net Worth.
|-- | -----------------------------------------



|                                                                                                                |  |   | 
|--------------------------------------------------------------------------------------------------------------- |  | - | 
|Shareholders Equity of the Borrower and its Subsidiaries at Statement Date determined in accordance with GAAP: |  | $ | 
|                                                                                                                | 
|Required: Not less than $1,000,000,000.                                                                         |  |   | 



|II. | Section 7.11(b)  Minimum Consolidated EBITDA.
|--- | ----------------------------------------------



|                                                                                                                                                   |  |   | 
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | 
|A.     Consolidated EBITDA for the fiscal quarter ending on the above date (Subject
Period):                                                     |  |   | 
|                                                                                                                                                   | 
|1.      Consolidated Net Income of the Borrower and its Subsidiaries for Subject Period:                                                           |  | $ | 
|2.      Provision for Federal, state, local and foreign income taxes payable by the Borrower and its
Subsidiaries for Subject Period:              |  | $ | 
|3.      Charges associated with the prepayment of the Senior Notes for Subject Period:                                                             |  | $ | 
|4.      Consolidated Income Before Taxes (Lines II.A.1 + 2 + 3):                                                                                   |  | $ | 
|5.      Consolidated Interest Charges of the Borrower and its Subsidiaries for Subject Period:                                                     |  | $ | 
|6.      Depreciation expenses of the Borrower and its Subsidiaries for Subject Period:                                                             |  | $ | 
|7.      Amortization expenses of the Borrower and its Subsidiaries for Subject Period:                                                             |  | $ | 
|8.      Non-cash compensation expense in connection with the issuance of stock to key employees for the Subject
Period (not to exceed $3,500,000): |  | $ | 
|9.      Lease Termination Charges incurred by the Borrower and its Subsidiaries for Subject Period (not to
exceed $65,000,000):                    |  | $ | 



D-3

Form of Compliance Certificate



---

|                                                                                                                                                                                                                               |  |   |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ----------
|10.    Expenses incurred in connection with restructuring activity primarily related to Foreign Subsidiaries for the
Subject Period (limited to $20,000,000 in the aggregate in all periods while the Agreement is in effect): |  | $ |           
|11.    Consolidated EBITDA (Lines II.A.4 + 5 + 6 + 7 + 8 + 9 + 10):                                                                                                                                                            |  | $ |           
|                                                                                                                                                                                                                               | 
|Minimum required:                                                                                                                                                                                                              |  |   |           
|                                                                                                                                                                                                                               | 
|Fiscal Quarter Ended December 31, 2004                                                                                                                                                                                         |  | $ | 45,000,000
|Fiscal Quarter Ended March 31, 2005                                                                                                                                                                                            |  | $ | 54,000,000



|III. | Section 7.12  Capital Expenditures.
|---- | ------------------------------------



|                                                                                                                                                                                                                                                     |  |   |           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------
|Aggregate capital expenditures (excluding normal replacements and maintenance which are properly charged to current operations) of the Borrowers and its
Subsidiaries in the ordinary course of business from January 1, 2005 to the Statement Date: |  | $ |           
|                                                                                                                                                                                                                                                     | 
|Maximum allowed:                                                                                                                                                                                                                                     |  | $ | 70,000,000



D-4

Form of Compliance Certificate



---



EXHIBIT E



ASSIGNMENT AND ASSUMPTION



This Assignment and Assumption (this Assignment and
Assumption) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor) and [Insert name of Assignee] (the
Assignee). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the Credit Agreement), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignors rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such
facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as, the Assigned Interest). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.



|1. | Assignor:     ______ ________________________
|-- | ---------------------------------------------



|2. | Assignee:     ______ ________________________ [and is an Affiliate/Approved Fund of [identify
Lender] 1]
|-- | --------------------------------------------------------------------------------------------------------



|3. | Borrower: BearingPoint, Inc., a Delaware corporation
|-- | ----------------------------------------------------



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

---

|1 | Select as applicable.
|- | ---------------------



E-1

Form of Assignment and Assumption



---

|5. | Credit Agreement: Credit Agreement, dated as of December 17, 2004, among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative
Agent, L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A, as Syndication Agent and L/C Issuer.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Assigned Interest:
|-- | ------------------



|                  |  |                                              |  |                              |  |                                  |  |            
|----------------- |  | -------------------------------------------- |  | ---------------------------- |  | -------------------------------- |  | -----------
|Facility Assigned |  | AggregateAmount ofCommitmentfor all Lenders* |  | Amount ofCommitmentAssigned* |  | PercentageAssigned ofCommitment2 |  | CUSIPNumber
|_____________     |  | $________________                            |  | $________________            |  | ______________%                  |  |            
|_____________     |  | $________________                            |  | $________________            |  | ______________%                  |  |            
|_____________     |  | $________________                            |  | $________________            |  | ______________%                  |  |            



|[7. | Trade Date: __________________] 3
|--- | ---------------------------------



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



The terms set forth in this
Assignment and Assumption are hereby agreed to:



ASSIGNOR[NAME OF ASSIGNOR]By:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Title:


---

|* | Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------



|2 | Set forth, to at least 9 decimals, as a percentage of the Commitment of all Lenders thereunder.
|- | -----------------------------------------------------------------------------------------------



|3 | To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
|- | ------------------------------------------------------------------------------------------------------------------------------------



E-2

Form of Assignment and Assumption



---

|                                              |  |        |  | 
|--------------------------------------------- |  | ------ |  | 
|[Consented to and]4Accepted:                 
|                                             
|BANK OF AMERICA, N.A., asAdministrative Agent
|                                              | 
|By:                                           |  |       
|                                              |  | Title: |  | 



|                   |  |        |  | 
|------------------ |  | ------ |  | 
|[Consented to:]5  
|                  
|BEARINGPOINT, INC.
|                   | 
|By:                |  |       
|                   |  | Title: |  | 

---

|4 | To be added only if the consent of the Administrative Agent is required by the terms of the
Credit Agreement.
|- | -------------------------------------------------------------------------------------------------------------



|5 | To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender,
L/C Issuer) is required by the terms of the Credit Agreement.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



E-3

Form of Assignment And Assumption



---



ANNEX 1 TO ASSIGNMENT
AND ASSUMPTION



STANDARD TERMS AND CONDITIONS FOR



ASSIGNMENT AND ASSUMPTION



1. Representations and Warranties.



1.1. Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or
any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Sections 6.01(a) and (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.



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



E-4

Form of Assignment And Assumption



---

excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.



E-5

Form of Assignment And Assumption



---



EXHIBIT F



FORM OF SUBSIDIARY GUARANTY



To be attached.



F-1

Form of Subsidiary Guaranty



---



EXHIBIT G



FORM OF LEGAL OPINION



To be attached.



G-1

Opinion Matters



---



EXHIBIT H



FORM OF PLEDGE AGREEMENT



To be attached.



H-1

Form of Pledge Agreement



---



EXHIBIT I



FORM OF SECURITY AGREEMENT



To be attached.



I-1

Form of Security Agreement