exv10w2



 



EXHIBIT 10.2










$105,000,000



TEN YEAR LETTER OF CREDIT AND TERM LOAN AGREEMENT



Dated as of June 30, 2003



among



WASTE MANAGEMENT, INC.



WASTE MANAGEMENT HOLDINGS, INC.



BANK OF AMERICA, N.A.,

as Administrative Agent



BANK OF AMERICA, N.A.,

as Letter of Credit Issuer



and



The Lenders Party Hereto



BANC OF AMERICA SECURITIES LLC

Sole Lead Arranger and Sole Book Manager















 








 









TABLE OF CONTENT




	 	 	 	 	 	 
	 	 	 	Page
	ARTICLE I                      DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	 	1.01 Defined Terms
	 	 	1	 
	 	1.02 Other Interpretive Provisions
	 	 	17	 
	 	1.03 Accounting Terms
	 	 	17	 
	 	1.04 Rounding
	 	 	18	 
	 	1.05 References to Agreements and Laws
	 	 	18	 
	 	1.06 Credit Amounts
	 	 	18	 
	ARTICLE II                      THE CREDIT-LINKED DEPOSITS AND CREDIT EXTENSIONS
	 	 	18	 
	 	2.01 Credits
	 	 	18	 
	 	2.02 Cash Collateral
	 	 	27	 
	 	2.03 Reduction of Total Credit-Linked Deposits; Conversion to Funded Term Loans

	 	 	28	 
	 	2.04 Interest on Borrowings Other Than Term Loans
	 	 	30	 
	 	2.05 Fees and Other Charges
	 	 	31	 
	 	2.06 Computation of Interest and Fees
	 	 	32	 
	 	2.07 Evidence of Debt
	 	 	32	 
	 	2.08 Payments Generally
	 	 	33	 
	 	2.09 Sharing of Payments
	 	 	33	 
	ARTICLE III                      TAXES AND YIELD PROTECTION
	 	 	34	 
	 	3.01 Taxes
	 	 	34	 
	 	3.02 Increased Cost and Reduced Return; Capital Adequacy or Risk-Based Capital

	 	 	35	 
	 	
3.03 Illegality
	 	 	36	 
	 	3.04 Funding Losses
	 	 	36	 
	 	3.05 Matters Applicable to All Requests for Compensation
	 	 	37	 
	 	3.06 Survival
	 	 	37	 
	 	3.07 Replacement of Lenders
	 	 	37	 
	ARTICLE IV                      CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	 	 	38	 
	 	4.01 Conditions of Credit-Linked Deposits and Initial Credit Extension
	 	 	38	 
	 	4.02 Conditions to all Credit Extensions by the Issuer
	 	 	40	 
	 	4.03 Conditions to Term Loans
	 	 	41	 



Ten Year Letter of Credit and Term Loan Agreement

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TABLE OF CONTENT
(continued)



	 	 	 	 	 	 
	 	 	 	Page
	ARTICLE V                      REPRESENTATIONS AND WARRANTIES
	 	 	41	 
	 	5.01 Organization; Power and Authority
	 	 	41	 
	 	5.02 Authorization, etc.
	 	 	42	 
	 	5.03 Disclosure
	 	 	42	 
	 	5.04 Organization and Ownership of Shares of Subsidiaries; Affiliates
	 	 	43	 
	 	5.05 Financial Statements
	 	 	43	 
	 	5.06 Compliance with Laws, Other Instruments, etc.
	 	 	44	 
	 	5.07 Governmental Authorizations, etc.
	 	 	44	 
	 	5.08 Litigation; Observance of Agreements, Statutes and Orders
	 	 	44	 
	 	5.09 Taxes
	 	 	45	 
	 	5.10 Title to Property; Leases
	 	 	45	 
	 	5.11 Licenses, Permits, etc.
	 	 	45	 
	 	5.12 Compliance with ERISA
	 	 	46	 
	 	5.13 Private Offering by Company
	 	 	46	 
	 	5.14 Use of Proceeds; Margin Regulations
	 	 	47	 
	 	5.15 Existing Indebtedness
	 	 	47	 
	 	5.16 Foreign Assets Control Regulations, etc.
	 	 	47	 
	 	5.17 Status under Certain Statutes
	 	 	48	 
	 	5.18 Environmental Matters
	 	 	48	 
	 	5.19 Compliance With Issuance Limits
	 	 	48	 
	 	5.20 Tax Shelter Regulations
	 	 	48	 
	ARTICLE VI                      AFFIRMATIVE COVENANTS
	 	 	49	 
	 	6.01 Financial and Business Information
	 	 	49	 
	 	6.02 Officer’s Certificate
	 	 	51	 
	 	6.03 Inspection
	 	 	52	 
	 	6.04 Compliance with Laws
	 	 	52	 
	 	6.05 Insurance
	 	 	52	 
	 	6.06 Maintenance of Properties
	 	 	52	 
	 	6.07 Payment of Taxes and Claims
	 	 	52	 
	 	6.08 Corporate Existence, Etc.
	 	 	53	 



Ten Year Letter of Credit and Term Loan Agreement

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TABLE OF CONTENT
(continued)


	 	 	 	 	 	 
	 	 	 	Page
	 	6.09 Books and Records
	 	 	53	 
	 	6.10 Purpose of Credits
	 	 	53	 
	ARTICLE VII                      NEGATIVE COVENANTS
	 	 	53	 
	 	7.01 Transactions with Affiliates
	 	 	53	 
	 	7.02 Merger, Consolidation, Sale of Assets, etc.
	 	 	54	 
	 	7.03 Liens
	 	 	56	 
	 	7.04 Limitation on Consolidated Debt
	 	 	58	 
	 	7.05 Limitation on Priority Debt
	 	 	58	 
	 	7.06 Nature of Business
	 	 	58	 
	 	7.07 Designation of Unrestricted Subsidiaries
	 	 	58	 
	 	7.08 Margin Stock
	 	 	59	 
	ARTICLE VIII                    EVENTS OF DEFAULT AND REMEDIES
	 	 	59	 
	 	8.01 Events of Default
	 	 	59	 
	 	8.02 Remedies Upon Event of Default
	 	 	61	 
	 	8.03 Application of Funds
	 	 	62	 
	ARTICLE IX                      ADMINISTRATIVE AGENT
	 	 	63	 
	 	9.01 Appointment and Authorization of Administrative Agent
	 	 	63	 
	 	9.02 Delegation of Duties
	 	 	63	 
	 	9.03 Liability of Administrative Agent
	 	 	64	 
	 	9.04 Reliance by Administrative Agent
	 	 	64	 
	 	9.05 Notice of Default
	 	 	64	 
	 	9.06 Credit Decision; Disclosure of Information by Administrative Agent
	 	 	65	 
	 	9.07 Indemnification of Administrative Agent
	 	 	65	 
	 	9.08 Administrative Agent in its Individual Capacity
	 	 	67	 
	 	9.09 Successor Administrative Agent
	 	 	67	 
	ARTICLE X                      MISCELLANEOUS
	 	 	67	 
	 	10.01 Amendments, Etc.
	 	 	67	 
	 	10.02 Notices and Other Communications; Facsimile Copies
	 	 	69	 
	 	10.03 No Waiver; Cumulative Remedies
	 	 	70	 
	 	10.04 Attorney Costs, Expenses and Taxes
	 	 	70	 




Ten Year Letter of Credit and Term Loan Agreement

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TABLE OF CONTENT
(continued)


	 	 	 	 	 	 
	 	 	 	Page
	 	10.05 Indemnification by the Company
	 	 	71	 
	 	10.06 Payments Set Aside
	 	 	71	 
	 	10.07 Successors and Assigns
	 	 	72	 
	 	10.08 Confidentiality
	 	 	74	 
	 	10.09 [Intentionally Omitted]
	 	 	75	 
	 	10.10 Representations and Warranties of Each Lender
	 	 	75	 
	 	10.11 Counterparts
	 	 	77	 
	 	10.12 Integration
	 	 	77	 
	 	10.13 Survival of Representations and Warranties
	 	 	77	 
	 	10.14 Severability
	 	 	78	 
	 	10.15 Tax Forms
	 	 	78	 
	 	10.16 Governing Law
	 	 	80	 
	 	10.17 Waiver of Right to Trial by Jury
	 	 	80	 
	 	10.18 Time of the Essence
	 	 	80	 
	 	10.19 Credit Rating Downgrade Event or Deposit Account
Interest Non-Payment Event
	 	 	80	 
	ARTICLE XI                    HOLDINGS GUARANTY
	 	 	83	 
	 	11.01 Guaranty
	 	 	83	 
	 	11.02 Guaranty Absolute
	 	 	84	 
	 	11.03 Effectiveness; Enforcement
	 	 	84	 
	 	11.04 Waiver
	 	 	84	 
	 	11.05 Expenses
	 	 	85	 
	 	11.06 Concerning Joint and Several Liability of Holdings
	 	 	85	 
	 	11.07 Waiver
	 	 	87	 
	 	11.08 Subrogation; Subordination
	 	 	87	 
	 	11.09 Release of Guaranty
	 	 	87	 
	ARTICLE XII                    ENTIRE AGREEMENT
	 	 	88	 
	 	12.01 Entire Agreement
	 	 	88	 
	SIGNATURES
	 	 	S-1	 



Ten Year Letter of Credit and Term Loan Agreement

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SCHEDULES




	 	 	 	 	 
	 	 	
A
	 	Applicable Rates; Interest on Credit-Linked Deposits
	 	 	 	 	 
	 	 	
1.01
	 	Existing Credits
	 	 	 	 	 
	 	 	
2.01
	 	Credit-Linked Deposits and Pro Rata Shares
	 	 	 	 	 
	 	 	
5.04
	 	Organization and Ownership Shares of Subsidiaries; Affiliates
	 	 	 	 	 
	 	 	
5.05
	 	Financial Statements
	 	 	 	 	 
	 	 	
5.08
	 	Litigation; Observance of Agreements, Statutes and Orders
	 	 	 	 	 
	 	 	
5.11
	 	Licenses, Permits, etc.
	 	 	 	 	 
	 	 	
5.15
	 	Existing Indebtedness
	 	 	 	 	 
	 	 	
5.17
	 	Status under Certain Statutes
	 	 	 	 	 
	 	 	
7.03
	 	Liens
	 	 	 	 	 
	 	 	
10.02
	 	Administrative Agent’s Office; Certain Addresses for Notices



EXHIBITS




	 	 	 	 	 
	 	 	 	 	Form of
	 	 	 	 	 
	 	 	
A
	 	Request for Credit Extension
	 	 	 	 	 
	 	 	
B
	 	Assignment and Assumption
	 	 	 	 	 
	 	 	
C-1
	 	Opinion of Internal Counsel to the Company and Holdings
	 	 	 	 	 
	 	 	
C-2
	 	Opinion of Morrison & Foerster LLP, counsel to the
Administrative Agent and the Issuer
	 	 	 	 	 
	 	 	
C-3
	 	Opinion of Assistant General Counsel of Bank of America Legal
Department, internal counsel to the Administrative Agent and the
Issuer
	 	 	 	 	 
	 	 	
C-4
	 	Opinion of Special Counsel to the Lenders
	 	 	 	 	 
	 	 	
D
	 	Letter of Credit Linked Note
	 	 	 	 	 
	 	 	
E
	 	Request for Term Loans
	 	 	 	 	 
	 	 	
F
	 	Term Note
	 	 	 	 	 
	 	 	
G
	 	Money Market Account Agreement
	 	 	 	 	 
	 	 	
H
	 	Term Note Opinion



Ten Year Letter of Credit and Term Loan Agreement


 






 





TEN YEAR LETTER OF CREDIT AND TERM LOAN AGREEMENT



     This TEN YEAR LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is
entered into as of June 30, 2003, among WASTE MANAGEMENT, INC., a Delaware
corporation (the “Company”), WASTE MANAGEMENT HOLDINGS, INC., a Delaware
corporation and wholly-owned Subsidiary of the Company (“Holdings”) (executing
this Agreement for the limited purposes set forth in Article XI hereof), BANK
OF AMERICA, N.A., as issuer of letters of credit (the “Issuer”), the financial
institutions having a Credit-Linked Deposit set forth opposite their names on
Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively,
the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent.


     The Company has requested that the Issuer and the Lenders provide a letter
of credit facility, and the Issuer 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



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


     “Adjusted Consolidated EBITDA” means for any period, the total of the
following calculated without duplication on a consolidated basis for such
period: (i) Consolidated EBITDA, plus (ii) on a pro forma basis, the EBITDA of
each Person acquired, or, as applicable, the EBITDA attributable to the assets
acquired from any Person, by the Company or any Restricted Subsidiary in the
subject period, for any portion of such subject period occurring prior to the
date of the acquisition by the Company or any Restricted Subsidiary of such
Person or related assets; provided, further, that any calculation pursuant to
clause (ii) above of pro forma EBITDA for any subject period which gives effect
to asset acquisitions and/or stock purchases during the subject period on a pro
forma basis as provided above shall in any event be determined by the Company
in accordance with sound financial practice in accordance with GAAP and on the
basis, to the extent available, of appropriate financial statements and tax
returns for the applicable period, and shall be set forth in a certificate of a
Senior Financial Officer of the Company accompanied by calculations in
reasonable detail showing the manner of determination thereof, which
certificate shall be furnished to the Administrative Agent, the Issuer and each
Lender not later than the certificate required to be furnished by the Company
in respect of the fiscal period in which such date of determination occurs
pursuant to Section 6.02 of this Agreement.


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


Ten Year Letter of Credit and Term Loan Agreement


1






 





     “Administrative Agent’s Office” means the Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 10.02, or such other
address or account as the Administrative Agent may from time to time specify by
notice to the Company, the Issuer and the Lenders.


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


     “Advance” means, with respect to each Lender, such Lender’s funding of its
participation in any Borrowing (other than Term Loans) in accordance with its
Pro Rata Share.


     “Affiliate” means, at any time, (a) with respect to the Company and each
of its Restricted Subsidiaries, any Person (other than the Company and each of
its Restricted Subsidiaries) that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, the Company, (b) with respect to any Person (other than the
Company and each of its Restricted Subsidiaries), any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is
Controlled by, or is under common Control with, such first Person, and (c) any
Person beneficially owning or holding, directly or indirectly, 10% or more of
any class of voting or equity interests of the Company or any Subsidiary of the
Company or any corporation of which the Company and its Subsidiaries
beneficially own or hold, in the aggregate, directly or indirectly, 10% or more
of any class of voting or equity interests. As used in this definition,
“Control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise. Unless
the context otherwise clearly requires, any reference to an “Affiliate” is a
reference to an Affiliate of the Company.


     “Agent Indemnified Liabilities” has the meaning specified in Section 9.07.


     “Agent-Related Persons” means the Administrative Agent or the Issuer,
together with its Affiliates (including, in the case of Bank of America in its
capacity as the Administrative Agent, BAS), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.


     “Agreement” means this Ten Year Letter of Credit and Term Loan Agreement.


     “Applicable Rate” has the meaning set forth on Schedule A annexed hereto.


     “Arranger” means BAS, in its capacity as sole lead arranger and sole book
manager.


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


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


Ten Year Letter of Credit and Term Loan Agreement


2






 





     “Audited Financial Statements” means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended December
31, 2002, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal year of the Company and its
Subsidiaries, including the notes thereto.


     “Authorized Representative” means any employee of a Credit Party involved
principally in the financial administration, controllership or treasury
function of such Credit Party who is authorized or designated as an Authorized
Representative, as evidenced by the certificate delivered pursuant to Section
4.01(a)(iv) or from time to time by a certificate delivered by a Senior
Financial Officer of such Credit Party to the Administrative Agent in form and
substance satisfactory to it. Any document delivered hereunder that is signed
by an Authorized Representative of a Credit Party shall be conclusively
presumed to have been authorized by all necessary corporate action on the part
of such Credit Party and such Authorized Representative shall be conclusively
presumed to have acted on behalf of such Credit Party.


     “Auto-Reinstating Credit” means any Credit containing any provisions
providing for automatic reinstatement of the stated amount after any drawing
thereunder.


     “Auto-Renewal Credit” has the meaning specified in Section 2.01(b)(iii).


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


     “BAS” means Banc of America Securities LLC.


     “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.” Such 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.


     “Beneficial Ownership” has the meaning set forth in Rule 13d-3 promulgated
by the SEC under the Securities Exchange Act.


     “Borrowing” means, without duplication, an extension of credit resulting
from a drawing under any Credit which has not been reimbursed on the applicable
Reimbursement Date, including the making of Advances, or the making of a Term
Loan, 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, New York or Dallas, or (if the Administrative Agent’s Office is
not located in New York or Dallas) the state where the Administrative Agent’s
Office is located, and, if such day relates to the Credit-Linked Deposit
Account or any LIBO Rate Term Loan or LIBO Rate Advance, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
London interbank eurodollar market.


Ten Year Letter of Credit and Term Loan Agreement


3






 





     “Capital Leases” or “Capitalized Leases” means leases under which the
Company or any of its Restricted Subsidiaries is the lessee or obligor, the
discounted future rental payments under which are required to be capitalized
on the balance sheet of the lessee or obligor in accordance with GAAP.


     “Cash Collateral” has the meaning specified in Section 2.02.


     “Cash Collateralize” has the meaning specified in Section 2.02.


     “Closing Date” means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in
the case of Section 4.01(b), waived by the Person entitled to receive the
applicable payment).


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


     “Company” has the meaning specified in the introductory paragraph hereto.


     “Consolidated Debt” means, as of any date of determination, the total of
all Indebtedness of the Company and its Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.


     “Consolidated EBITDA” means, for any period, Consolidated Net Income or
Consolidated Net Loss, as the case may be, for such period, plus the sum of (a)
interest expense; (b) income tax expense; (c) depletion and depreciation
expense; and (d) amortization expense; in each case, which were deductible in
determining Consolidated Net Income or Consolidated Net Loss for such period,
determined on a consolidated basis for the Company and its Restricted
Subsidiaries in accordance with GAAP.


     “Consolidated Net Income or Consolidated Net Loss” means, respectively,
for any period, the net income or loss for such period determined on a
consolidated basis for the Company and its Restricted Subsidiaries in
accordance with GAAP.


     “Consolidated Net Worth” means, as of any date of determination, the
consolidated stockholders’ equity of the Company and its Restricted
Subsidiaries (excluding any amounts attributable to mandatorily redeemable
Preferred Stock) determined as of such date.


     “Consolidated Tangible Assets” means, as of any date of determination,
Consolidated Total Assets less the sum of (i) Intangible Assets and (ii) all
amounts representing write-up in the book value of any assets of the Company
and its Restricted Subsidiaries resulting from a revaluation thereof.


     “Consolidated Total Assets” means all assets of the Company and its
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP.


Ten Year Letter of Credit and Term Loan Agreement


4






 





     “Credit” means any standby letter of credit issued or outstanding
hereunder (including a so-called “direct pay” standby letter of credit) that is
a Permitted Credit and shall include the Existing Credits.


     “Credit Documents” means this Agreement, the Fee Letter, each Request for
Credit Extension, each Issuer Document, each Request for Term Loan, each Letter
of Credit Linked Note and each Term Note and each other document, instrument or
agreement from time to time executed by the Company or any of its Subsidiaries,
Holdings, or any secretary, assistant secretary, Responsible Officer or
Authorized Representative thereof and delivered in connection with this
Agreement.


     “Credit Expiration Date” means the day that is seven (7) Business Days
prior to the Maturity Date (or, if such day is not a Business Day, the next
preceding Business Day).


     “Credit Extension” means, (a) with respect to any Credit, the issuance
thereof or extension of the expiry date thereof, or the renewal, reinstatement
or increase of the amount thereof and (b) the making of any Term Loans.


     “Credit-Linked Deposit” shall have the meaning specified in Section
2.01(c)(ii).


     “Credit-Linked Deposit Account” shall mean the deposit account established
by the Administrative Agent in its name and under its sole and exclusive
control maintained at the office of Bank of America at its principal office in
Chicago, Illinois, designated as the “Bank of America N.A. as Administrative
Agent Waste Management Inc Ten Year LOC Facility Lender Credit Linked Notes Dep
Acct Treasury” that shall be used solely for the purposes set forth in Sections
2.01(c)(ii) and (iii) and in Section 2.03(b)(iii), or such successor account
established pursuant to Section 10.19 of this Agreement.


     “Credit-Linked Lenders” means the Lenders under this Agreement and the
lenders under the Seven Year Agreement and the Five Year Agreement.


     “Credit Obligations” means, without duplication, as at any date of
determination, the aggregate undrawn face amount of all outstanding Credits
plus the aggregate amount of all Unreimbursed Amounts in respect of any
Credits, and, without duplication, all outstanding Borrowings arising from any
Credits, plus the aggregate amount of the Term Loans. For all purposes of this
Agreement, if on any date of determination a 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 Credit shall be deemed to be “outstanding” in the amount
so remaining available to be drawn.


     “Credit Parties” means, collectively, the Company and Holdings.


     “Credit Rating Downgrade Event” has the meaning specified in Section
10.19(a)(i).


     “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


Ten Year Letter of Credit and Term Loan Agreement


5






 





United States or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.


     “Default” means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.


     “Default Rate” means (a) with respect to obligations other than Advances
and Term Loans, the Base Rate plus 2.00% per annum, and (b) with respect to
Advances and Term Loans, the LIBO Rate plus 3.00% per annum, in each case to
the fullest extent permitted by applicable Laws.


     “Deposit Account Interest Non-Payment Event” has the meaning specified in
Section 10.19(a)(ii).


     “Disclosure Documents” means the Company’s financial statements referred
to in Section 5.05 and filings made by the Company or Holdings with the SEC
that were publicly available prior to the date of this Agreement and which were
provided to the Issuer and the Lenders.


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


     “EBITDA” means, (without duplication) with respect to any Person, division
or business and with respect to any period, the sum of (i) (a) net income for
such period from continuing operations after extraordinary items (excluding
gains or losses from disposition of assets); (b) consolidated interest charges
for such period; (c) the amount of taxes, based on or measured by income, used
or included in the determination of such net income; (d) the amount of
depreciation and amortization expense deducted in determining such net income;
and (e) any extraordinary losses or non-recurring expenses not requiring the
expenditure of cash decreasing net income for such period, minus (ii) any
extraordinary gains or non-recurring items increasing net income for such
period.


     “Eligible Assignee” means any Institutional Investor.


     “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 but not limited to
those related to hazardous substances or wastes, air emissions and discharges
to waste or public systems.


     “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.


     “ERISA Affiliate” means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under Section 414 of the Code.


Ten Year Letter of Credit and Term Loan Agreement


6






 





     “Escalating Credit” means a Credit which provides for a face amount that
increases from time to time in accordance with its terms.


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


     “Existing Credits” means the standby letters of credit listed on Schedule
1.01.


     “Facility Fee” has the meaning specified in Section 2.05(a).


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


     “Five Year Agreement” means the Five Year Letter of Credit and Term Loan
Agreement dated as of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time) among the Company, Holdings, each lender
party thereto and Bank of America as administrative agent and issuer of letters
of credit; provided, however, if all Credit Obligations (as such term is
defined in the Five Year Agreement) are paid in full and the Five Year
Agreement is terminated, then this definition of “Five Year Agreement” shall no
longer be applicable to this Agreement.


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


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


     “Fronting Fee” has the meaning specified in Section 2.05(b).


     “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 that are applicable
to the circumstances as of the date of determination, consistently applied.


     “Governmental Authority” means



		
	 	     (a) the government of



Ten Year Letter of Credit and Term Loan Agreement


7






 






		
	 	     (i) the United States of America or any state or other
political subdivision thereof, or
	 
	 	     (ii) any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary,
or




		
	 	     (b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any
such government.



     “Guarantee” by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing any Indebtedness of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of
such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided that the term Guarantee
shall not include endorsements for collection or deposit in the ordinary course
of business. The term “Guarantee” used as a verb has a corresponding meaning.


     “Guaranteed Obligations” has the meaning specified in Section 11.01.


     “Hazardous Material” means any hazardous waste as defined by 42 U.S.C.
§6903(5), any hazardous substance as defined by 42. U.S.C. §9601(14), any
pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic
substances, oil or other chemicals or substances regulated by the Environmental
Laws, excluding household hazardous waste.


     “Holdings” means Waste Management Holdings, Inc., a Delaware corporation
and wholly-owned Subsidiary of the Company.


     “Holdings Guaranty” means the meaning specified in Section 11.01.


     “Indebtedness” means, collectively, without duplication, whether
classified as Indebtedness, an investment or otherwise on the obligor’s balance
sheet, (a) all indebtedness for borrowed money, (b) all obligations for the
deferred purchase price of property or services (other than trade payables
incurred in the ordinary course of business which either (i) are not overdue by
more than ninety (90) days, or (ii) are being disputed in good faith and for
which adequate reserves have been established in accordance with GAAP), (c) all
obligations evidenced by notes, bonds, debentures or other similar debt
instruments, (d) all obligations created or arising under any conditional sale
or other title retention agreement with respect to property acquired (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
all obligations, liabilities and indebtedness under Capitalized Leases, (f) all
obligations, liabilities or indebtedness under drawn surety or performance
bonds, or any other drawn bonding arrangement, (g) Guarantees with respect to
all Indebtedness of others referred to in clauses (a) through (f) above, and
(h) all


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8






 





Indebtedness of others referred to in clauses (a) through (f) above
secured or supported by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured or supported by) any
Lien on the property or assets of the Company or any Subsidiary, even though
the owner of the property has not assumed or become liable, contractually or
otherwise, for the payment of such Indebtedness; provided that if a Permitted
Receivables Transaction is outstanding and is accounted for as a sale of
accounts receivable under GAAP, Indebtedness shall also include the additional
Indebtedness, determined on a consolidated basis, which would have been
outstanding had such Permitted Receivables Transaction been accounted for as a
borrowing.


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


     “Indemnitees” has the meaning specified in Section 10.05.


     “INHAM Exemption” has the meaning specified in Section 10.10(b)(v).


     “Institutional Investor” means (a) any original Lender or any Affiliate of
a Lender, (b) any Lender holding more than $5,000,000 of the Credit-Linked
Deposits and/or Credit Obligations then outstanding, and (c) any bank, trust
company, savings and loans association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, any Person (other than a natural Person) engaged in making, purchasing,
holding or otherwise investing in commercial loans in the ordinary course of
its business, or any other similar financial institution or entity, regardless
of legal form.


     “Intangible Assets” means goodwill, the purchase price of acquired assets
in excess of the fair value thereof, trademarks, trade names, service marks,
customer lists, brand names, copyrights, patents and licenses, and rights with
respect to the foregoing.


     “Interest Period” means, (a) as to the Credit-Linked Deposits, the period
commencing on the date such Credit-Linked Deposit is made and ending on the
date three months thereafter; (b) as to Advances and Term Loans, the period
commencing on the date any such Advance or Term Loan is disbursed (except that
in respect of Term Loans made from the proceeds of the Credit-Linked Deposits
pursuant to Sections 2.03(b)(i)(A) or (B), the Interest Period shall be deemed
to commence on the same day as the Interest Period commencement date for the
Credit-Linked Deposits, and in respect of Term Loans made through the
conversion of Advances pursuant to Section 2.03(b)(i)(C), the Interest Period
shall be deemed to commence on the same day as the Interest Period commencement
date for the Credit-Linked Deposits, if any, on the date of such conversion)
and ending on the earlier of (x) the date three months thereafter and (y) the
last day of the Interest Period with respect to the Credit-Linked Deposits; and
(c) after the initial Interest Periods described in (a) and (b) above, as to
the Credit-Linked Deposits, Advances and Term Loans, the period commencing on
the last day of the immediately preceding Interest Period and ending on the
date three months thereafter; 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;



Ten Year Letter of Credit and Term Loan Agreement


9






 





          (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;



provided further that after the occurrence and during the continuance of an
Event of Default the Required Lenders, acting through the Administrative Agent,
may designate one or more Interest Periods for the Advances and/or the Term
Loans which are shorter than that set forth above, such designation to be
effective after the last day of the applicable existing Interest Period.


     “IRS” means the United States Internal Revenue Service.


     “ISP” means, with respect to any 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).


     “Issuance Limits” has the meaning specified in Section 2.01(a)(i).


     “Issuer” means Bank of America in its capacity as issuer of Credits
hereunder, or any successors, and shall include any branch of the Issuer
through which the Issuer may cause Credits to be issued hereunder.


     “Issuer Documents” means with respect to any Credit issued by the Issuer,
such Credit, any applications for issuance or amendment of such Credit, and any
other document, agreement and instrument entered into by the Issuer and the
Company or in favor of the Issuer and relating to any such Credit, including
any of the Issuer’s standard form documents for issuances and amendments of
letters of credit and guarantees or other similar undertakings.


     “Issuer-Related Persons” means as to the Issuer, together with its
Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of the Issuer and its Affiliates.


     “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.


     “Lender” has the meaning specified in the introductory paragraph hereto.


     “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 Company
and the Administrative Agent.


Ten Year Letter of Credit and Term Loan Agreement


10






 





     “Letter of Credit Linked Note” has the meaning specified in Section
2.07(b).


     “LIBO Rate” means for any Interest Period:


     (a)  the rate per annum equal to the rate determined by the Administrative
Agent to be the offered rate that appears on the page of the Telerate screen
(or any successor thereto) that displays an average British Bankers Association
Interest Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business Days prior
to the first day of such Interest Period, or


     (b)  if the rate referenced in the preceding clause (a) does not appear on
such page or service or such page or service shall not be available, the rate
per annum equal to the rate determined by the Administrative Agent to be the
offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in Dollars
(for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period, or


     (c)  if the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum determined by the Administrative Agent as the
rate of interest at which deposits in Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the Total
Credit-Linked Deposit or the average amount of the Advances of the Lenders or
LIBO Rate Term Loans, as applicable, being made or continued and with a term
equivalent to such Interest Period would be offered by Bank of America’s London
Branch to major banks in the London interbank eurodollar market at their
request at approximately 4:00 p.m. (London time) two Business Days prior to the
first day of such Interest Period.


     “LIBO Rate Term Loans” means Term Loans bearing interest based on the LIBO
Rate.


     “Lien” means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).


     “Long-Term Debt” has the meaning specified in Section 10.19(a).


     “Material” or “Materially” means material or materially, as applicable, in
relation to the business, operations, affairs, financial condition, assets,
properties, or prospects of the Company and its Restricted Subsidiaries taken
as a whole.


     “Material Adverse Effect” means a material adverse effect on (a) the
business, operations, affairs, financial condition, prospects, assets or
properties of the Company and its Restricted Subsidiaries taken as a whole, (b)
the ability of the Company to perform its obligations under this Agreement, the
Letter of Credit Linked Notes or the Term Notes, or (c) the


Ten Year Letter of Credit and Term Loan Agreement


11






 





validity or enforceability of this Agreement, the Letter of Credit Linked
Notes or the Term Notes.


     “Material Debt” means any Indebtedness (other than any Indebtedness of the
Company or Holdings in respect of the Credit Obligations) of any one or more of
the Company, its Restricted Subsidiaries and Holdings in an aggregate principal
amount for all such Persons exceeding $50,000,000.


     “Maturity Date” means (a) June 30, 2013, or (b) such earlier date upon
which the obligations of the Issuer and the Lenders to make Credit Extensions
may be terminated in accordance with the terms hereof.


     “Memorandum” has the meaning specified in Section 5.03.


     “Money Market Account Agreement” means the Money Market Account Agreement
between the Administrative Agent and Bank of America, as depository,
substantially in the form of Exhibit G attached hereto, concerning the
Credit-Linked Deposit Account.


     “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto
that is a nationally-recognized rating agency.


     “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as
such term is defined in Section 4001(a)(3) of ERISA).


     “New Account” has the meaning specified in Section 10.19(b)(i).


     “New Depository Bank” has the meaning specified in Section 10.19(b)(i).


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


     “Officer’s Certificate” means a certificate of a Senior Financial Officer
or of any other officer of the Company whose responsibilities extend to the
subject matter of such certificate.


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


     “Outstanding Amount” means, with respect to any Credit Obligations on any
date, the amount of such Credit Obligations on such date after giving effect to
any Credit Extension occurring on such date and any other changes in the
aggregate amount of the Credit Obligations as of such date, including as a
result of any reimbursements of outstanding unpaid drawings under any Credits
or any reductions in the maximum amount available for drawing under Credits
taking effect on such date. Without limiting the provisions of Section 1.07,
for avoidance of doubt, the portion of the Credit Obligations in respect of the
undrawn face amount of any Escalating Credits shall be deemed to be the maximum
aggregate amount available to be drawn under such Escalating Credits (after
giving effect to all increases).


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


     “Participation” has the meaning specified in Section 2.01(c)(ii).


Ten Year Letter of Credit and Term Loan Agreement


12






 





     “PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.


     “Permitted Credit” means a Credit used directly or indirectly to cover (a)
a default in the performance of any non-financial or commercial obligations of
the Company or any Subsidiary under specific contracts, including a Credit
issued in favor of a bank or other surety who in connection therewith issues a
guarantee or similar undertaking, performance bond, surety bond or other
similar instrument that covers a default in the performance of any
non-financial or commercial obligations under specific contract, or (b) the
payment of any financial contractual obligation of the Company or any
Subsidiary.


     “Permitted Liens” has the meaning specified in Section 7.03.


     “Permitted Receivables Transaction” means any sale or sales of, and/or
securitization of, any accounts receivable of the Company and/or any of its
Restricted Subsidiaries (the “Receivables”) pursuant to which (a) the Company
and its Restricted Subsidiaries realize aggregate net proceeds of not more than
$750,000,000 at any one time outstanding, including, without limitation, any
revolving purchase(s) of Receivables where the maximum aggregate uncollected
purchase price (exclusive of any deferred purchase price) for such Receivables
at any time outstanding does not exceed $750,000,000, and (b) which Receivables
shall not be discounted more than 25%.


     “Person” means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture,
Governmental Authority or other legal entity.


     “Plan” means an “employee benefit plan” (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any
liability.


     “Preferred Stock” means any class of capital stock of a corporation that
is preferred over any other class of capital stock of such corporation as to
the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.


     “Prepayment Premium” shall mean in connection with any prepayment of
Advances, Term Loans or reduction of the available amount of the Total
Credit-Linked Deposit an amount equal to the applicable percentage of the
principal amount of the Advances, Term Loans or Total Credit-Linked Deposit so
prepaid or reduced as follows: (i) on or after the second anniversary of the
Closing Date and prior to the third anniversary of the Closing Date, a premium
of 3%, (ii) on or after the third anniversary of the Closing Date and prior to
the fourth anniversary of the Closing Date, a premium of 2%, and (iii) on or
after the fourth anniversary of the Closing Date and prior to the fifth
anniversary of the Closing Date, a premium of 1%.


     “Priority Debt” means (without duplication) the sum of (a) unsecured
Indebtedness of the Company’s Restricted Subsidiaries other than (i)
Indebtedness of the Company’s Restricted


Ten Year Letter of Credit and Term Loan Agreement


13






 





Subsidiaries, including Holdings, listed on Schedule 5.15 and any
extension, renewal or refinancing by such parties of such Indebtedness,
provided that the terms of any such extension, renewal or refinancing are
substantially the same as the terms and conditions in effect on the Closing
Date, or more favorable to such parties, and the principal amount of such
Indebtedness is not increased, (ii) Indebtedness owing to the Company or any
other Restricted Subsidiary and (iii) any unsecured Indebtedness of Holdings
consisting of Guarantees of the Company’s Indebtedness existing as of the
Closing Date and, so long as the Holdings Guaranty remains in full force and
effect, Indebtedness consisting of Guarantees of the Company’s Indebtedness
incurred thereafter, plus (b) Indebtedness with respect to drawn landfill
closure bonds, plus (c) Indebtedness with respect to Permitted Receivables
Transactions, plus (d) Indebtedness of the Company or any of its Restricted
Subsidiaries secured by a Lien not permitted by clauses (a) through (l) of
Section 7.03.


     “Pro Rata Share” means, with respect to each Lender at any time, a
fraction (expressed as a percentage, carried out to the ninth decimal place),
the numerator of which is the amount of the Credit-Linked Deposit of such
Lender at such time and the denominator of which is the amount of the Total
Credit-Linked Deposit; provided that if the obligations of the Issuer to make
Credit Extensions have been terminated pursuant to Section 8.02(a), the
numerator of such fraction shall be such Lender’s Outstanding Amount of all
Credit Obligations at such time, and the denominator shall be the Outstanding
Amount of all Credit Obligations of all Lenders at such time (with the
aggregate amount of any Lender’s risk participation and funded participation in
Credit Obligations being deemed “held” by such Lender for purposes of this
definition). The initial Pro Rata Share 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.


     “property” or “properties” means, unless otherwise specifically limited,
real or personal property of any kind, tangible or intangible, existing or
inchoate.


     “PTE” has the meaning specified in Section 10.10(b)(i).


     “QPAM Exemption” has the meaning specified in Section 10.10(b)(iv).


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


     “Reimbursement Date” has the meaning specified in Section 2.01(c)(i).


     “Replacement Lender” has the meaning specified in Section 3.07.


     “Request for Credit Extension” means a request for the issuance or
amendment of a Credit by the Issuer pursuant to a Request for Credit Extension
substantially in the form of Exhibit A, with such changes thereto as the
Administrative Agent or the Issuer may from time to time approve.


     “Request for Term Loans” means a request for the making of Term Loans from
the proceeds of Credit-Linked Deposits, substantially in the form of Exhibit E.


Ten Year Letter of Credit and Term Loan Agreement


14






 





     “Required Credit-Linked Lenders” means, Credit-Linked Lenders (other than
the Company and its Affiliates) having Combined Pro Rata Shares aggregating
more than 50%. For purposes hereof, the “Combined Pro Rata Share” of a
Credit-Linked Lender means, with respect to such Credit-Linked Lender at any
time, a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the sum of (A) the
Credit-Linked Deposit plus the Outstanding Amount of all Credit Obligations of
such Credit-Linked Lender under this Agreement at such time plus (B) the sum of
the Credit-Linked Deposit plus the Outstanding Amount of all Credit Obligations
of such Credit-Linked Lender under the Seven Year Agreement at such time (as
such terms are defined in the Seven Year Agreement), plus (C) the sum of the
Credit-Linked Deposit plus the Outstanding Amount of all Credit Obligations of
such Credit-Linked Lender under the Five Year Agreement at such time (as such
terms are defined in the Five Year Agreement), and the denominator of which is
the amount of the sum of (X) the Total Credit-Linked Deposit plus the
Outstanding Amount of all Credit Obligations of all Credit-Linked Lenders under
this Agreement at such time (with the aggregate amount of any Credit-Linked
Lender’s risk participation and funded participation in Credit Obligations
being deemed “held” by such Credit-Linked Lender for purposes of this
definition) plus (Y) the Total Credit-Linked Deposit plus the Outstanding
Amount of all Credit Obligations of all Credit-Linked Lenders under the Seven
Year Agreement at such time (as such terms are defined in the Seven Year
Agreement) (with the aggregate amount of any Credit-Linked Lender’s risk
participation and funded participation in Credit Obligations being deemed
“held” by such Credit-Linked Lender for purposes of this definition) plus (Z)
the Total Credit-Linked Deposit plus the Outstanding Amount of all Credit
Obligations of all Credit-Linked Lenders under the Five Year Agreement at such
time (as such terms are defined in the Five Year Agreement) (with the aggregate
amount of any Credit-Linked Lender’s risk participation and funded
participation in Credit Obligations being deemed “held” by such Credit-Linked
Lender for purposes of this definition).


     “Required Lenders” means, as of any date of determination, Lenders (other
than the Company and its Affiliates) having Pro Rata Shares aggregating more
than 50%.


     “Required Notice” has the meaning specified in Section 10.19(b).


     “Responsible Officer” means any Senior Financial Officer and any other
officer of a Credit Party with responsibility for the administration of the
relevant portion of this Agreement. Any document delivered hereunder that is
signed by a Responsible Officer of a Credit Party shall be conclusively
presumed to have been authorized by all necessary corporate action on the part
of such Credit Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Credit Party.


     “Restricted Subsidiary” means any Subsidiary of the Company which is not
designated as an Unrestricted Subsidiary in accordance with Section 7.07.


     “S&P” means Standard & Poor’s Rating Group, a division of The McGraw-Hill
Companies, or any successor thereto that is a nationally-recognized rating
agency.


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


Ten Year Letter of Credit and Term Loan Agreement


15






 





     “Securities Account” has the meaning specified in Section 10.19(b)(ii).


     “Securities Act” means the Securities Act of 1933.


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


     “Securities Intermediary” has the meaning specified in Section
10.19(b)(ii).


     “Security” has the meaning specified in Section 2(l) of the Securities
Act.


     “Senior Financial Officer” means the chief financial officer, principal
accounting officer, treasurer or controller of a Credit Party.


     “Senior Responsible Officer” means any Senior Financial Officer, or any of
the President, any Executive Vice President, any Senior Vice President or any
Principal Vice President of a Credit Party.


     “Seven Year Agreement” means the Seven Year Letter of Credit and Term Loan
Agreement dated as of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time) among the Company, Holdings, each lender
party thereto and Bank of America as administrative agent and issuer of letters
of credit; provided, however, if all Credit Obligations (as such term is
defined in the Seven Year Agreement) are paid in full and the Seven Year
Agreement is terminated, then this definition of “Seven Year Agreement” shall
no longer be applicable to this Agreement.


     “Source” has the meaning specified in Section 10.10(b).


     “Subsidiary” means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries owns sufficient equity or
voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person
or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership or joint venture can and does ordinarily
take major business actions without the prior approval of such Person or one or
more of its Subsidiaries). Unless the context otherwise clearly requires, any
reference to a “Subsidiary” is a reference to a Subsidiary of the Company.


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


     “Term Loan Issuance Date” has the meaning specified in Section
2.03(b)(iii).


     “Term Loans” has the meaning specified in Section 2.03(b)(i).


     “Term Note” has the meaning specified in Section 2.07(b).


     “Total Credit-Linked Deposit” shall mean, at any time, the sum of all
Lenders’ Credit-Linked Deposits, as the same may be reduced from time to time.


Ten Year Letter of Credit and Term Loan Agreement


16






 





     “Trust” has the meaning specified in Section 10.19(b)(ii).


     “United States” and “U.S.” each means the United States of America.


     “Unreimbursed Amount” has the meaning specified in Section 2.01(c)(i).


     “Unrestricted Subsidiary” means any Subsidiary which is designated as such
in writing by the Company to each Lender pursuant to Section 7.07.


     “Unused Amount” has the meaning specified in Section 2.03(b)(i).


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


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


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


          (ii) Article, Section, Exhibit and Schedule references are to the Credit
Document in which such references appear.



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



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



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


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


     1.03 Accounting Terms. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied 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)  If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Credit Document, and either the
Company or the Required Credit-Linked Lenders shall so request, the
Administrative Agent, the Lenders and the Company


Ten Year Letter of Credit and Term Loan Agreement


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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 Credit-Linked 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 Company 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.


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


     1.05 References to Agreements and Laws. Unless otherwise expressly
provided herein, (a) references to agreements (including the Credit Documents)
and other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Credit Document;
and (b) references to any Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting
such Law.


     1.06 Credit Amounts. Unless otherwise specified, all references herein to
the amount of a Credit at any time shall be deemed to mean the maximum face
amount of such Credit after giving effect to all increases thereof contemplated
by such Credit or the Issuer Documents related thereto, whether or not such
maximum face amount is in effect at such time.


ARTICLE II

THE CREDIT-LINKED DEPOSITS AND CREDIT EXTENSIONS



     2.01 Credits.


     (a)  The Credits.


          (i)   Subject to the terms and conditions set forth herein, (A) the Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this
Section 2.01, from time to time on any Business Day during the period from the
Closing Date until the Credit Expiration Date, to issue Credits denominated in
Dollars for the account of the Company or any Subsidiary, and (B) the Issuer
agrees, in reliance upon the agreements of the Lenders set forth in this
Section 2.01, (1) to amend, extend, reinstate or renew Credits previously
issued by it, in accordance with subsection (b) below, and (2) to honor
drawings under the Credits; and (C) the Lenders severally agree to participate
in Credits issued or outstanding hereunder for the account of the Company or
any Subsidiary as provided in Section 2.01(c), and all reimbursement
obligations and rights hereunder in respect thereof and the Issuer Documents
with respect thereto and the Issuer hereby grants to the Lenders such
participation interests in such Credits and all reimbursement obligations and
rights hereunder in respect thereof and such related Issuer


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Documents; provided that the Company shall not request the issuance of any
Credit, the Issuer shall not make any Credit Extension with respect to any
Credit, and no Lender shall participate in any Credit, to the extent that, as
of the date of such Credit Extension:



		
	 	     (A) the sum, without duplication, of the applicable Outstanding
Amount of all (i) Credits and (ii) Unreimbursed Amounts for which
Advances have not yet been made would exceed the Total Credit-Linked
Deposit;




		
	 	     (B) any Lender’s Pro Rata Share of the sum, without duplication, of
the applicable Outstanding Amount of all (i) Credits and (ii)
Unreimbursed Amounts for which Advances have not yet been made would
exceed such Lender’s Credit-Linked Deposit; or




		
	 	     (C)  the expiry date of any such requested Credit would occur after
the Credit Expiration Date (or, in the case of an Auto-Renewal Credit, no
Nonrenewal Notice Date would occur on or prior to the Credit Expiration
Date);




and provided further that in determining the availability hereunder with
respect to any Escalating Credits issued or outstanding hereunder, the Total
Credit-Linked Deposit will be deemed to be utilized in respect of such
Escalating Credits in the aggregate amount equal to the maximum aggregate
amount available to be drawn under all such Escalating Credits (after giving
effect to all increases).


     Within the foregoing limits (the “Issuance Limits”), and subject to the
terms and conditions hereof, the Company’s ability to obtain Credits shall be
fully revolving, and accordingly the Company may, during the foregoing period,
obtain Credits to replace Credits that have expired, been terminated or
cancelled, or that have been drawn upon and reimbursed. All Existing Credits
up to the respective amounts specified in Schedule 1.01 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. Notwithstanding
anything to the contrary set forth herein, if any portion of the Total
Credit-Linked Deposit is utilized to reimburse the Issuer for any amounts drawn
under any Credit (as contemplated by Section 2.01(c) hereof) or to make Term
Loans (as contemplated by Section 2.03(b) hereof), the Total Credit-Linked
Deposit shall be permanently reduced by the corresponding amount utilized to
reimburse the Issuer or to make Term Loans and shall not be reinstated.


          (ii)  The Issuer shall not be under any obligation to issue any Credit if:




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



Ten Year Letter of Credit and Term Loan Agreement



19










 




		
	 	impose upon the Issuer any
unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which the Issuer in good faith deems material to it;




		
	 	     (B) the Administrative Agent or the Issuer reasonably determines
that such Credit is not a Permitted Credit;




		
	 	     (C) the issuance of such Credit would violate any Laws or any
policies of the Issuer; or




		
	 	     (D) except as otherwise agreed by the Administrative Agent and the
Issuer, such Credit is in a face amount less than $1,000,000, or is to be
denominated in a currency other than Dollars.



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



          (iv) The Issuer shall not issue or amend any Credit if the Issuer has
received written notice from any Lender, the Administrative Agent or any Credit
Party, on or prior to the Business Day prior to the requested date of issuance
or amendment of such Credit, that one or more applicable conditions contained
in Article IV shall not then be satisfied.



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


          (i) Each Credit shall be issued or amended, as the case may be, upon the
request of the Company delivered to the Issuer (with a copy concurrently
delivered to the Administrative Agent) in the form of a Request for Credit
Extension, appropriately completed and signed by a Responsible Officer or
Authorized Representative of the Company. Any such Request for Credit
Extension must be received by the Issuer and the Administrative Agent not later
than 1:00 p.m., Dallas time, at least five Business Days prior to the proposed
issuance date or date of amendment, as the case may be; or such other date or
time as the Issuer and the Administrative Agent may agree in a particular
instance in their sole discretion. In the case of a request for an initial
issuance of a Credit, such request shall be in the form of a Request for Credit
Extension and shall specify in form and detail satisfactory to the Issuer and
the Administrative Agent: (A) the proposed issuance date of the requested
Credit (which shall be a Business Day); (B) the face amount thereof; (C) the
expiry date thereof; (D) the purpose and nature of the Credit; (E) the Person
whose obligations are supported thereby (in the case of a Credit supporting the
obligations of a Subsidiary); (F) the name and address of the beneficiary
thereof; (G) any required text to be contained in the Credit; (H) the delivery
instructions with respect to the Credit; and (J) whether such Credit will be an
Escalating Credit, and if so, the maximum face amount of such Credit after
giving effect to all increases. In the case of a request for an amendment of
any outstanding Credit, such request shall be in the form of a Request for
Credit Extension and shall specify in form and detail satisfactory to the
Issuer and the Administrative Agent: (1) the Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the
nature of the proposed amendment; and (4) delivery instructions with respect to
the amendment. Additionally, the Company shall furnish to



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the Issuer and the Administrative Agent such other documents and
information pertaining to such requested Credit issuance or amendment,
including any Issuer Documents as the Issuer or the Administrative Agent may
reasonably require. Without limiting the generality of the foregoing, the
delivery of a Request for Credit Extension is additional to, and not in
replacement or substitution of, any other Issuer Document that the Issuer may
require. Upon the effectiveness of any issuance or amendment of a Credit that
will constitute a Credit hereunder, the Administrative Agent and the Lenders
shall be entitled to assume that the Issuer has obtained such Issuer Documents
as it shall have requested, executed by the relevant parties thereto to the
extent required hereby.


     (ii) Promptly after receipt of any Request for Credit Extension by the
Issuer, the Issuer will confirm with the Administrative Agent (by telephone or
in writing) that the Administrative Agent has received a copy of such Request
for Credit Extension from the Company and, if not, the Issuer will provide the
Administrative Agent with a copy thereof. Upon receipt by the Issuer and the
Company of confirmation from the Administrative Agent that the requested
issuance or amendment is permitted in accordance with the terms hereof, then,
subject to the terms and conditions hereof, the Issuer shall, on the requested
date, issue a Credit for the account of the Company or the applicable
Subsidiary, or enter into the applicable amendment, as the case may be, in each
case in accordance with the Issuer’s usual and customary business practices.


     (iii) If the Company so requests in any applicable Request for Credit
Extension, the Issuer agrees, subject to the terms and conditions hereof, to
issue a Credit that has automatic renewal provisions (each, an “Auto-Renewal
Credit”); provided that any such Auto-Renewal Credit must permit the Issuer to
prevent any such renewal at least once during the term thereof (commencing with
the date of issuance of such Credit) by giving prior notice to the beneficiary
thereof not later than a specified date to be agreed upon at the time such
Credit is issued, which shall occur and be effective prior to the Credit
Expiration Date (the “Nonrenewal Notice Date”). Unless otherwise directed by
the Issuer, the Company shall not be required to make a specific request to the
Issuer for any renewal of an Auto-Renewal Credit, but the Issuer shall be
required to provide prior notice to the Administrative Agent of any pending
renewal of an Auto-Renewal Credit at least ten Business Days before the
applicable Nonrenewal Notice Date. Once an Auto-Renewal Credit has been issued
(or is permitted to be outstanding hereunder in the case of an Existing Credit
that is an Auto-Renewal Credit), the Lenders shall be deemed to have authorized
(but may not require) the Issuer to permit the renewal of such Credit at any
time to a date not later than the Credit Expiration Date; provided, however,
that the Issuer shall not permit any renewal of an Auto-Renewal Credit if (A)
the Issuer has determined that it would have no obligation at such time to
issue such Credit in its renewed form under the terms hereof (by reason of the
provisions of Section 2.01(a)(ii), Section 4.02 or otherwise), (B) after giving
effect to any such renewal, the earlier of the (x) expiry date of such
Auto-Renewal Credit and (y) next occurring Nonrenewal Notice Date of such
Auto-Renewal Credit would occur after the Credit Expiration Date, or (C) it has
received notice (which may be by telephone or in writing) on or before the day
that is two Business Days before the Nonrenewal Notice Date from the
Administrative Agent, any Lender or the Company that one or more of the
applicable conditions specified in Section 2.01(a)(ii) or 4.02 is not then
satisfied.


Ten Year Letter of Credit and Term Loan Agreement


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          (iv) If the Issuer shall issue any Credit or amend any Credit (if the
effect thereof is to increase the face amount), without obtaining prior consent
from the Administrative Agent (as provided in clause (ii) above), or if the
Issuer shall permit the extension or renewal of an Auto-Renewal Credit without
giving timely prior notice to the Administrative Agent or when such extension
or renewal is not permitted hereunder (as provided in clause (iii) above), or
if the Issuer shall permit the reinstatement of an Auto-Reinstating Credit when
such reinstatement is not permitted hereunder (as provided in clause (vi)
below), such Credit (in the case of any such amendment, to the extent of the
increased face amount thereof, and in the case of any reinstatement, to the
extent of the reinstated amount thereof) (A) shall for all purposes be deemed
to have been issued by the Issuer solely for its own account and risk, and (B)
shall not be considered a Credit outstanding under this Agreement, and no
Lender shall be deemed to have any participation therein, effective as of the
date of such issuance, amendment, reinstatement, extension or renewal, as the
case may be, unless the Required Lenders expressly consent thereto.



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



          (vi) If any Credit contains provisions providing for automatic
reinstatement of the stated amount after any drawing thereunder, the
Administrative Agent and the Lenders hereby authorize and direct the Issuer to
permit such automatic reinstatement, whether or not a Default or Event of
Default then exists, unless the Issuer has received a notice (which may be by
telephone or in writing) on or before the day that is two Business Days before
the reinstatement date from the Administrative Agent or the Required Lenders
that one or more applicable conditions specified in Sections 2.01(a)(ii) or
4.02 is not then satisfied and directing it to cease permitting such automatic
reinstatements.



     (c)  Drawings and Reimbursements; Credit-Linked Deposits.


          (i) Upon receipt from the beneficiary of any Credit of any notice of a
drawing under such Credit, the Issuer of such Credit shall promptly notify the
Company thereof. If the Company obtains written notice (confirmed by
telephone) from the Issuer of a drawing under a Credit prior to 1:00 p.m.,
Dallas time, on any Business Day, the Company shall reimburse the Issuer on
such Business Day. If the Company obtains written notice (confirmed by
telephone) from the Issuer of a drawing under a Credit at or after 1:00 p.m.,
Dallas time, on any Business Day, the Company shall reimburse the Issuer on the
Business Day immediately following the Business Day upon which such notice was
received by the Company. Such reimbursement shall be made directly to the
Issuer in an amount equal to the unreimbursed drawing (the “Unreimbursed
Amount”). Without affecting the Company’s obligations to so reimburse the
Issuer on any such Business Day, which shall be absolute and unconditional, if
the Company fails to so reimburse the Issuer by such time referenced above on
the applicable due date for reimbursement specified above (the “Reimbursement
Date”), the Issuer shall so notify the Administrative Agent (with a copy to the
Company), which notice shall be provided on a Business Day, and specify in such
notice the amount of the Unreimbursed Amount. Immediately upon receipt of such
notice from the Issuer, the Administrative Agent shall promptly notify each



Ten Year Letter of Credit and Term Loan Agreement


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Lender of the Reimbursement Date, the Unreimbursed Amount, the amount of
such Lender’s Pro Rata Share thereof, and shall state that Advances will be
funded by application of such Lender’s Pro Rata Share of the Credit-Linked
Deposits in the Credit-Linked Deposit Account on the sixth Business Day after
such Reimbursement Date to the extent the Unreimbursed Amount (or any portion
thereof) remains outstanding on such day.


          (ii) The Issuer hereby irrevocably grants to each Lender, and each Lender
hereby irrevocably accepts and purchases from the Issuer on the terms and
conditions hereinafter stated, for such Lender’s own account and risk an
undivided interest equal to its Pro Rata Share in the Issuer’s obligations and
rights with respect to the Credits issued pursuant to this Agreement (as to
each Lender, its “Participation”), which purchase price when paid to the
Administrative Agent shall not be a deposit obligation of the Administrative
Agent or Bank of America. The consideration for the Participation of each
Lender shall consist of the payment by such Lender to the Administrative Agent
of an amount equal to the Dollar amount set forth opposite such Lender’s name
in Schedule 2.01 under the heading “Credit-Linked Deposit” (as the same may be
reduced from time to time in accordance with this Agreement, such Lender’s
“Credit-Linked Deposit”), subject to the conditions precedent set forth in
Section 4.01 hereof. Each Lender shall pay to the Administrative Agent its
Credit-Linked Deposit in full on the Closing Date. The Credit-Linked Deposits
of all Lenders shall be held by, and in the name of, the Administrative Agent
in the Credit-Linked Deposit Account under the sole dominion and control of the
Administrative Agent. Each Lender unconditionally and irrevocably agrees with
the Administrative Agent and the Issuer that, if a drawing is paid under any
Credit for which the Issuer is not reimbursed in full by the Company in cash
within five Business Days after the applicable Reimbursement Date or converted
into a Term Loan under Section 2.03(b), such Lender hereby authorizes the
Administrative Agent to reimburse to the Issuer the Unreimbursed Amount (or the
outstanding portion thereof) related to such drawing on or after the sixth
Business Day after such Reimbursement Date, to the extent of such Lender’s Pro
Rata Share of the Unreimbursed Amount, solely from such Lender’s Pro Rata Share
of the Credit-Linked Deposits in the Credit-Linked Deposit Account, and each
Lender hereby irrevocably authorizes the Administrative Agent to charge the
Credit-Linked Deposit Account for such purpose, in satisfaction of such
Lender’s reimbursement obligation arising with respect to such drawing
hereunder. Without limiting the generality of Section 9.01, in charging the
Credit-Linked Deposit Account or otherwise exercising any rights of set-off
with respect thereto, the Administrative Agent acts as the agent of the Issuer.
The amount of each Lender’s Pro Rata Share of such Unreimbursed Amount (or
portion thereof) which is paid the Issuer as set forth above shall be deemed to
be an Advance by such Lender to the Company hereunder. The outstanding
principal amount of each Advance, together with interest thereon as provided in
Section 2.04, shall be due and payable, in Dollars, on demand. Each Lender
shall be subrogated to the rights and remedies of the Issuer against the
Company and any Subsidiary liable under such Credit to the extent such Lender
has reimbursed the Issuer as set forth in this Section 2.01(c)(ii). The Issuer
shall reasonably cooperate in exercising and enforcing such rights and remedies
as may be requested by the Required Lenders (and such cooperation shall be
subject to any applicable indemnification set forth in Section 9.07 or Section
10.05 of this Agreement). The Issuer shall have no right to withdraw or
set-off against monies on deposit in the Credit-Linked Deposit Account other
than as set forth in this Section 2.01(c)(ii).



Ten Year Letter of Credit and Term Loan Agreement


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          (iii) The Credit-Linked Deposits shall be held by the Administrative Agent
in its name in the Credit-Linked Deposit Account and no Person other than the
Administrative Agent shall have a right of withdrawal from the Credit-Linked
Deposit Account nor any other right or power with respect to the Credit-Linked
Deposits or the Credit-Linked Deposit Account. Notwithstanding anything in
this Agreement to the contrary, the sole funding obligation of each Lender in
respect of its Participation shall be satisfied upon funding of its
Credit-Linked Deposit.



          (iv) Until an Advance is funded pursuant to this Section 2.01(c) to
reimburse the Issuer for the Unreimbursed Amount in respect of any Credit, or
such Unreimbursed Amount is converted to a Term Loan pursuant to Section 2.03,
interest in respect of each Lender’s Pro Rata Share of the Borrowing in the
amount of such Unreimbursed Amount shall be solely for the account of the
Issuer.



          (v) Except as expressly provided herein, each Lender’s agreement to fund
Advances, by application of such Lender’s Pro Rata Share of the Credit-Linked
Deposits, to reimburse the Issuer for amounts drawn under Credits issued by the
Issuer, as contemplated by this Section 2.01(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against the Issuer, the Company, any Subsidiary or any other Person for
any reason whatsoever, (B) the occurrence or continuance of a Default or Event
of Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing.



          (vi) Notwithstanding that a Credit issued or outstanding hereunder is in
support of any obligations of a Subsidiary, the Company shall be obligated to
reimburse the Issuer hereunder for the full amount of any and all drawings
under such Credit.



          (vii) In the event of any voluntary payment or prepayment (other than
through the making of a Term Loan as provided for in Section 2.03(b)) of an
Advance at any time prior to the second anniversary of the Closing Date, the
Company shall pay on the date of such prepayment to the Administrative Agent,
for the account of the Lenders in accordance with their Pro Rata Shares, a
premium in an amount equal to three percent (3.00%) of the amount so prepaid
and any prepayment of the Advances thereafter shall be accompanied by the
Prepayment Premium, if any.



     (d)  Repayment of Participations.


          (i) At any time after the Issuer has made a payment under any Credit and
has received from the Credit-Linked Deposit the proceeds of Advances by the
Lenders in respect of such payment in accordance with Section 2.01(c), if the
Administrative Agent receives for the account of the Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Company or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to each Lender its Pro Rata Share thereof (appropriately adjusted,
in the case of interest payments, to reflect the period of time during which
such Lender’s Advance was outstanding) in Dollars and in the same funds as
those received by the Administrative Agent. If a Borrowing has occurred
hereunder, the Company shall repay the Unreimbursed Amount and interest thereon
as provided in Sections 2.01(c) and 2.04 and shall pay any prepayment premium
required to be paid pursuant



Ten Year Letter of Credit and Term Loan Agreement


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to Section 2.01(c)(vii). Notwithstanding the foregoing, if the Issuer
shall have received from the Credit-Linked Deposit the proceeds of Advances by
the Lenders and thereafter shall receive any direct payment from the Company in
respect of a Borrowing, the Issuer shall immediately pay the amount received to
the Administrative Agent for distribution to the Lenders in accordance with
this Section 2.01(d).


          (ii) If any payment received by the Administrative Agent for the account
of the Issuer pursuant to Section 2.01(d)(i) and distributed to the Lenders by
the Administrative Agent is required to be returned under any of the
circumstances described in Section 10.06, each Lender shall pay to the
Administrative Agent for the account of the Issuer its Pro Rata Share thereof
on demand of the Administrative Agent, plus interest thereon from the date of
such demand to the date such amount is returned by such Lender, at a rate per
annum equal to the Federal Funds Rate from time to time in effect.



     (e)  Obligations Absolute. The obligation of the Company to reimburse the
Issuer for each drawing under each Credit and to repay each 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 Credit, this Agreement,
or any other Credit Document;



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



          (iii) any draft, demand, certificate or other document presented under
such 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 Credit;



          (iv) any payment by the Issuer under such Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such
Credit; or any payment made by the Issuer under such 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 Credit, including any
arising in connection with any proceeding under any Debtor Relief Law; or



          (v) 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 Company or any
Subsidiary.



The Company shall promptly examine a copy of each Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance
with the Company’s instructions


Ten Year Letter of Credit and Term Loan Agreement


25






 





or other irregularity, the Company will promptly notify the Issuer. The
Company shall be conclusively deemed to have waived any such claim against the
Issuer and its correspondents unless such notice is given as aforesaid.


     (f)  Role of Issuer. Each Lender and the Company agree that, in paying any
drawing under a Credit, the Issuer shall not have any responsibility to obtain
any document (other than any sight draft, certificates and documents expressly
required by the 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 Issuer, any Issuer-Related Person
nor any of the respective correspondents, participants or assignees of the
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 Required Lenders
or the Required Credit-Linked 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 Credit or Request for Credit Extension. The Company
hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Company’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 Issuer, any Issuer-Related
Person, nor any of the respective correspondents, participants or assignees of
the Issuer, shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.01(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Company may have a claim
against the Issuer, and the Issuer may be liable to the Company, to the extent,
but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Company which the Company proves were caused
by the Issuer’s willful misconduct or gross negligence or the Issuer’s willful
failure to pay under any 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 Credit. In furtherance and not in limitation of the foregoing,
the 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 Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a 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)  Applicability of ISP98. Unless otherwise expressly agreed by the
Issuer and the Company when a Credit is issued (including any such agreement
applicable to an Existing Credit), the rules of the ISP shall apply to each
Credit.


     (h)  Issuer Documents. In the event of any conflict between the terms
hereof, the terms of any Request for Credit Extension and the terms of any
Issuer Document (other than any Credit), the terms hereof shall control.


     (i)  Existing Credits. The Company and the Issuer certify that Schedule
1.01 accurately and completely sets forth the Existing Credits.


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     (j)  Interest on Credit-Linked Deposit; Repayment of Credit-Linked Deposit.


          (i) The Administrative Agent hereby agrees to cause Bank of America to pay
interest to the Administrative Agent, as holder of the Credit-Linked Deposit
Account, and the Administrative Agent, as holder of the Credit-Linked Deposit
Account, agrees to distribute to each Lender, from such interest payments
received from Bank of America, such Lender’s Pro Rata Share of interest on the
outstanding amount of the Credit-Linked Deposits in the Credit-Linked Deposit
Account at the rate per annum set forth on Schedule A annexed hereto. Such
interest will be distributed to the Lenders by the Administrative Agent
quarterly in arrears on the first Business Day following the end of each
Interest Period relating to the Credit-Linked Deposits. The Administrative
Agent shall compute all amounts due under this Section 2.01(j)(i) and shall
notify the Company and such Lender of each such amount due.



          (ii) Subject to, and to the extent of, the Company’s compliance with the
cash-collateralization requirements set forth in Section 2.02, the
Administrative Agent shall distribute the aggregate amount of any remaining
Credit-Linked Deposits to the Lenders on the Maturity Date to the extent of the
amount credited to the Credit-Linked Deposit Account. The Credit-Linked
Deposit Account is a deposit account in the name of the Administrative Agent
under its sole dominion and control, and held by it with Bank of America
subject to the terms and conditions of this Agreement. No Lender, whether upon
the receivership or liquidation of such Lender or otherwise, shall be entitled
to its Credit-Linked Deposit other than as expressly provided in this
Agreement.



          (iii) The Company shall have no right, title or interest in or to the
Credit-Linked Deposits or the Credit-Linked Deposit Account and no obligations
with respect thereto, it being acknowledged and agreed by the parties hereto
that the making of the Credit-Linked Deposits by the Lenders, the deposit by
the Administrative Agent of the Credit-Linked Deposits in the Credit-Linked
Deposit Account, the provisions of this Section 2.01(j) and the application of
the Credit-Linked Deposits in the manner contemplated by Section 2.01(c)
constitute agreements among the Administrative Agent, the Issuer and each
Lender in respect of the funding obligations of each Lender in respect of its
Participation in Credits, and do not constitute any loan or extension of credit
to the Company.



     2.02    Cash Collateral


     (a)  Upon the request of the Administrative Agent, (i) if, as of the Credit
Expiration Date, (A) any Credit for any reason remains outstanding and
partially or wholly undrawn or (B) any amount remains available to be drawn
under any Credit by reason of the operation of Rule 3.14 of the ISP, or (ii)
upon the occurrence of the circumstances described in Section 8.02(c) requiring
the Company to Cash Collateralize Credits, the Company shall within two
Business Days after receipt of such request Cash Collateralize the then
Outstanding Amount of all Credits (in an amount equal to the Outstanding Amount
thereof). For purposes hereof, “Cash Collateralize” means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the
Issuer and the Lenders, as collateral for the Credit Obligations, cash or
deposit account balances (“Cash Collateral”) pursuant to documentation in form
and substance reasonably satisfactory to the Administrative Agent (which
documents are hereby consented to by the Lenders). Derivatives of such term
have corresponding meanings.


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     (b)  The Company hereby grants the Administrative Agent, for the benefit of
the Issuer and the Lenders, a security interest in all such Cash Collateral.
Cash Collateral shall be maintained in blocked, non-interest bearing deposit
accounts at Bank of America and shall be subject to such Lien documentation as
the Administrative Agent shall reasonably request. The Company hereby
authorizes the filing by the Administrative Agent of any UCC-1 financing
statements in connection therewith.


     2.03    Reduction of Total Credit-Linked Deposits; Conversion to Funded Term
Loans.


     (a)  Reduction. The Company may, on or after the second anniversary of the
Closing Date, upon notice from the Company to the Administrative Agent,
permanently reduce the available amount of the Total Credit-Linked Deposit to
an amount not less than the sum of the then Outstanding Amount of all Credit
Obligations (other than Advances and Term Loans); provided that (i) any such
notice shall be received by the Administrative Agent not later than 1:00 p.m.,
Dallas time, ten 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, or such lesser amount as
would reduce the Total Credit-Linked Deposit to $0; and (iii) a Prepayment
Premium, if any, shall be payable with respect to any amounts reduced. Such
notice shall specify the proposed effective date of such reduction and the
amount of the Prepayment Premium, if any. The Administrative Agent will
promptly notify the Lenders of any such notice of reduction of the Total
Credit-Linked Deposit. Once reduced in accordance with this Section, the Total
Credit-Linked Deposit may not be increased. Any reduction of the Total
Credit-Linked Deposit shall be applied to each Lender according to its Pro Rata
Share. All Facility Fees and Fronting Fees shall accrue until the effective
date of any reduction of the Total Credit-Linked Deposit and shall be paid on
the effective date of such reduction if the Total Credit-Linked Deposit is $0
after giving effect to such reduction. Upon any such reduction, the
Administrative Agent shall promptly remit to each Lender its Pro Rata Share of
the amount of the reduction in the Total Credit-Linked Deposit and Prepayment
Premium, if any.


     (b)  Conversion to Funded Term Loans.


          (i) Subject to the terms and conditions set forth herein (including
satisfaction of the applicable conditions specified in Sections 4.02 and 4.03),
the Company may elect to (A) cause the Lenders to make, and each Lender agrees
to make, funded loans (“Term Loans”) to the Company in an aggregate principal
amount up to the excess of (x) the Total Credit-Linked Deposit over (y) the
Outstanding Amount of all Credit Obligations (other than Advances and Term
Loans) (the amount of such excess being the “Unused Amount”), or (B) cause the
Lenders to make, and each Lender agrees to make, one or more funded Term Loans
in an aggregate principal amount up to the amount of a forthcoming drawing on
any Credit, or (C) cause the Lenders to make, and each Lender agrees to make,
one or more funded Term Loans in the aggregate amount of any Advances then
outstanding by converting such Advances to Term Loans; in each case in
accordance with the procedures set forth in this Section 2.03(b). Any Term
Loans made under this Section 2.03(b) and subsequently repaid or prepaid may
not be reborrowed.



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          (ii) The Company may irrevocably request the making of one or more Term
Loans in an aggregate amount up to the Unused Amount or in an aggregate amount
up to the anticipated drawing on a Credit from the proceeds of Credit-Linked
Deposits, or in an aggregate amount up to the aggregate amount of Advances then
outstanding by converting such Advances to Term Loans, as applicable, by
delivering a Request for Term Loans therefor to the Administrative Agent,
appropriately completed and signed by a Responsible Officer or Authorized
Representative of the Company, not later than 10 Business Days prior to the
proposed date of making of the Term Loans; provided that the Term Loans
requested pursuant to Section 2.03(b)(i)(A) shall only be made on a day which
is the last day of an Interest Period with respect to the Credit-Linked
Deposits and the Company shall in any event pay the amounts, if any, payable
under Section 3.04; and provided further that the minimum aggregate amount of
Term Loans made on any date shall be (A) $25,000,000, in the case of Term Loans
requested pursuant to Section 2.03(b)(i)(A), and (B) $10,000,000, in the case
of Term Loans requested pursuant to Sections 2.03(b)(i)(B) and 2.03(b)(i)(C),
or in each case of clauses (A) and (B) of this clause (ii), such lesser amount
which, when added to the applicable Outstanding Amount of all (x) Credits and
(y) the Unreimbursed Amounts for which Advances have not been made would equal
the Total Credit-Linked Deposit.



          (iii) Following receipt of a Request for Term Loans, the Administrative
Agent shall promptly notify each Lender of its Pro Rata Share thereof. Upon
satisfaction of the applicable conditions set forth in Sections 4.02 and 4.03,
the Administrative Agent shall (A) in the case of Term Loans made pursuant to
Section 2.03(b)(i)(A), debit the Credit-Linked Deposit Account in an amount
equal to the aggregate amount of the proposed Term Loans (but not exceeding the
Unused Amount) and shall make such funds available to the Company either by (i)
crediting the account of the Company on the books of Bank of America with the
amount of such funds or (ii) wire transferring such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Company, (B) in the case of Term Loans made
pursuant to Section 2.03(b)(i)(B), debit the Credit-Linked Deposit Account in
an amount equal to the aggregate amount of the proposed Term Loans and transfer
such funds to the Issuer in reimbursement of the applicable drawing on a
Credit, and (C) in the case of Term Loans made pursuant to Section
2.03(b)(i)(C), record in its books and records and on the Register the
conversion of the applicable Advances into Term Loans, which credit or transfer
or recordation, as applicable, shall be deemed to be the making of the Term
Loans by the Lenders hereunder, and such date shall be the “Term Loan Issuance
Date” (and the Administrative Agent shall forthwith deliver a notice to each
Lender informing such Lender of the applicable Term Loan Issuance Date). Each
Lender hereby irrevocably authorizes the Administrative Agent to charge the
Credit-Linked Deposit Account for such purpose. No Lender shall have any
obligation to make Term Loans to the Company other than from the proceeds of
its Credit-Linked Deposits.



          (iv) Interest Rate on Term Loans.




		
	 	     (A) Subject to the provisions of subsection (B) below, each Term
Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the LIBO Rate for such
Interest Period plus the Applicable Rate.



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	 	     (B) If any amount of the Term Loans 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 Law. 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 Term Loan shall be due and payable in arrears
on the first Business Day following the end of each Interest Period
applicable thereto, at such other times as may be specified herein and on
the Maturity Date. To the fullest extent permitted by applicable Law,
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.



          (v) Repayment of Term Loans. The Company shall repay to the
Administrative Agent for the account of the Lenders on the Maturity Date the
aggregate principal amount of the Term Loans outstanding on such date.



          (vi) Optional Prepayment of Term Loans. The Company may, on or after the
second anniversary of the Closing Date, at its option, upon notice to the
Administrative Agent as provided below, prepay on any Business Day all, or from
time to time any part of, the Term Loans (subject to the limitations sets forth
below); provided that (i) any such notice shall be received by the
Administrative Agent not later than 1:00 p.m., Dallas time, ten Business Days
prior to the date of prepayment, (ii) any such partial prepayment shall be in
an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess
thereof, or such lesser amount as would reduce the Term Loans to $0; and (iii)
a Prepayment Premium, if any, shall be payable with respect to any amounts
prepaid. Such notice shall specify the proposed effective date of such
prepayment, the aggregate principal amount of the Term Notes to be prepaid on
such date, the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, which shall be the last day of the Interest
Period therefor, and the amount of the Prepayment Premium, if any. The
Administrative Agent will promptly notify the Lenders of any such notice of
prepayment of the Term Loans. Once prepaid in accordance with this Section,
such Term Loans may not be reborrowed. Upon any such prepayment, the
Administrative Agent shall promptly remit to each Lender its Pro Rata Share of
the amount of the prepayment of the Term Loans and Prepayment Premium, if any.



     2.04    Interest on Borrowings Other Than Term Loans.


     (a)  Each Borrowing (other than the Term Loans) shall bear interest on the
outstanding principal amount thereof (i) from and including the applicable
Borrowing date to and excluding the date six Business Days thereafter at an
interest rate per annum equal at all times to the Base Rate plus 1.00% per
annum, and (ii) from and including the sixth Business Day after the applicable
Borrowing date at an interest rate per annum equal at all times to the Default
Rate.


     (b)  If any other amount payable by the Company under any Credit Document
is not paid when due (without regard to any applicable grace periods) whether
at stated maturity, by


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acceleration or otherwise, each such amount shall thereafter bear interest
at an interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Law.


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


     (d)  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.


     2.05    Fees and Other Charges.


     (a)  Facility Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Pro Rata Share, a fee (the
“Facility Fee”) equal to the Applicable Rate, expressed on a daily basis, times
the actual daily amount of such Lender’s Credit-Linked Deposit. The Facility
Fee shall accrue effective as of the Closing Date and shall be calculated
quarterly in arrears by the Administrative Agent. If there is any change in
the Applicable Rate during any quarter, the actual daily Credit-Linked Deposit
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect. The
Facility Fee shall be due and payable quarterly in arrears on the first
Business Day following the end of each Interest Period relating to the
Credit-Linked Deposits, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date; provided that, in connection with any
reduction of the Total Credit-Linked Deposit under Section 2.03, the accrued
Facility Fee calculated for the period ending on such date shall also be paid
on the date of such reduction, and the following quarterly payment shall be
calculated on the basis of the period from such reduction date to such
quarterly payment date. The Facility Fee shall accrue at all times, including
at any time during which one or more of the conditions in Article IV is not
met.


     (b)  Fronting Fee. The Company shall pay directly to the Issuer for its
own account, a fee (the “Fronting Fee”) equal to the rate per annum set forth
in the letter agreement dated May 8, 2003 (the “Fee Letter”), among the
Company, BAS and the Administrative Agent, times the daily amount of the Total
Credit-Linked Deposit, due and payable quarterly in arrears on the first
Business Day immediately following the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date; provided that, in connection with any
reduction of the Total Credit-Linked Deposit under Section 2.03, the accrued
Fronting Fee calculated for the period ending on such date shall also be paid
on the date of such reduction, and the following quarterly payment shall be
calculated on the basis of the period from such reduction date to such
quarterly payment date. At any time that an Event of Default exists, the
Fronting Fee shall be increased by adding 2% to the amount thereof determined
as provided in the Fee Letter. The Fronting Fee shall accrue at all times,
including at any time during which one or more of the conditions in Article IV
is not met.


     (c)  Documentary and Processing Charges Payable to Issuer. The Company
shall pay directly to the Issuer for its own account the customary and standard
issuance, commission, presentation, amendment and other processing fees, and
other standard costs and charges (if any), of the Issuer or any Affiliate of
the Issuer, relating to its Credits as from time to time in


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effect and agreed upon between the Company and the Issuer. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.


     (d)  Placement and Administrative Fees. The Company shall pay a placement
fee to BAS, and shall pay an administrative fee to the Administrative Agent for
the Administrative Agent’s own account, in the amounts and at the times
specified in the Fee Letter, and if a successor Administrative Agent is
appointed pursuant to Section 9.09 hereof, the Company shall pay the
administrative fees of such successor Administrative Agent.


     2.06    Computation of Interest and Fees.


     (a)  All computations of interest when the Base Rate is determined by
reference to 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.
Computation of all other types of interest and all fees shall be calculated on
the basis of a year of 360 days, 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 or 366-day year). Interest shall accrue on each Advance or Term Loan
for the day on which the Advance or Term Loan is made, and shall not accrue on
an Advance or Term Loan, or any portion thereof, for the day on which the
Advance, such Term Loan or such portion is paid, provided that any Advance or
Term Loan that is repaid on the same day on which it is made shall bear
interest for one day.


     (b)  The Administrative Agent shall promptly notify the Company and the
Lenders of the LIBO Rate applicable to any Interest Period upon determination
of such interest rate. The determination of LIBO Rate by the Administrative
Agent shall be conclusive in the absence of manifest error. At any time that
Advances or Term Loans accruing interest based on the Base Rate are
outstanding, the Administrative Agent shall notify the Company 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.


     2.07    Evidence of Debt.


     (a)  The Credit-Linked Deposits, the Credit Extensions made by the Issuer,
the participations of each Lender therein and any Advances and Term Loans made
by each Lender shall be evidenced by one or more accounts or records maintained
by the Issuer, such Lender and by the Administrative Agent in the ordinary
course of business. The accounts or records maintained by the Issuer, the
Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Credit-Linked Deposits, the Credit Extensions made by the
Issuer and any Advances and Term Loans made by each Lender 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 Company hereunder to
pay any amount owing with respect to the Credit Obligations. In the event of
any conflict between the accounts and records maintained by the Issuer or 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.


     (b)  In addition to the accounts and records referred to in subsection (a),
(i) the Credit-Linked Deposit of, and the obligation of the Company to pay
Advances to, each Lender shall be


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evidenced by a Letter of Credit Linked Note in the form of Exhibit D
attached hereto (a “Letter of Credit Linked Note”), executed by the
Administrative Agent and by the Company, and (ii) the Term Loans of a Lender
shall be evidenced by a Term Note in the form of Exhibit F attached hereto (a
“Term Note”), executed by the Company.


     2.08    Payments Generally.


     (a)  All payments to be made by the Company to any Lender, the
Administrative Agent, the Issuer or any other Person hereunder shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein, all payments by the
Company hereunder to be made directly to the Issuer shall be made to the Issuer
in accordance with its payment instructions in Dollars and in immediately
available funds not later than the times and on the dates specified herein.
Except as otherwise expressly provided herein and except with respect to such
payments to be made directly to the Issuer, all payments by the Company
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders or the Issuer to which such payment is owed, at the
Administrative Agent’s Office in Dollars and in immediately available funds not
later than 1:00 p.m., Dallas time, on the date specified herein. The
Administrative Agent will promptly distribute to the Issuer its applicable
share as provided herein, or to each Lender its Pro Rata Share (or other
applicable share as provided herein), of such payment in like funds as received
by wire transfer to the Issuer in accordance with its payment instructions or
to such Lender at its Lending Office. All payments received by the
Administrative Agent after 1:00 p.m., Dallas time, or by the Issuer after the
time specified herein or in any Issuer Document, shall be deemed received on
the next succeeding Business Day and any applicable interest or fee shall
continue to accrue.


     (b)  If any payment to be made by the Company shall come due on a day other
than a Business Day, or any other date specified hereunder would otherwise
occur on a day other than a Business Day, then except as otherwise provided
herein, such payment shall be made, or other date shall occur, on the next
following Business Day, and such extension of time shall be reflected in
computing interest or fees, as the case may be.


     (c)  The obligations of the Lenders hereunder to fund Participations in
Credits are several and not joint. The failure of any Lender to fund its
Participation on the Closing Date with its Credit-Linked Deposit 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
purchase its Participation.


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


     2.09    Sharing of Payments. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Term Loans or Advances made
by it or participations in Credit Obligations held by it, any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its Pro Rata Share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such


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fact, and (b) purchase from the other Lenders such subparticipations in
the Term Loans or Advances made by them or in the participations in Credit
Obligations held by them as shall be necessary to cause such purchasing Lender
to share the excess payment in respect thereof pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Lender under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into
by the purchasing Lender in its discretion), such purchase shall to that extent
be rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender’s ratable share (according to the proportion of (i) the amount of such
paying Lender’s required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Company agrees that any Lender so purchasing a
subparticipation from another Lender may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such subparticipation as fully as if such Lender were the direct
creditor of the Company in the amount of such subparticipation. The
Administrative Agent will keep records (which shall be conclusive and binding
in the absence of manifest error) of subparticipations purchased under this
Section and will in each case notify the Lenders following any such purchases
or repayments. Each Lender that purchases a subparticipation pursuant to this
Section shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement
with respect to the portion of the Credit Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the Credit
Obligations purchased.


ARTICLE III

TAXES AND YIELD PROTECTION



     3.01    Taxes. (a) Subject to Section 10.15(a)(iii), any and all payments by
the Company to or for the account of the Administrative Agent, the Issuer or
any Lender under any Credit Document shall be made free and clear of and
without deduction for any and all present or future taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
all liabilities with respect thereto, excluding, in the case of the
Administrative Agent, the Issuer and each Lender, taxes imposed on or measured
by its overall net income, 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 the Administrative Agent, the Issuer or such Lender, as the
case may be, is organized or maintains a lending office (all such non-excluded
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as “Taxes”). If
the Company shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Credit Document to the Administrative
Agent, the Issuer or any Lender, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), the Administrative
Agent, the Issuer or such Lender receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Company shall make
such deductions, (iii) the Company shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Company shall
furnish to the


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Administrative Agent (which shall promptly forward the same to
the Issuer or such Lender) the original or a certified copy of a receipt
evidencing payment thereof.


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


     (c)  If the Company shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Credit Document to the
Administrative Agent, the Issuer or any Lender, the Company shall also pay to
the Administrative Agent or to such Lender, as the case may be, at the time
interest is paid, such additional amount that the Administrative Agent, the
Issuer or any Lender specifies as necessary to preserve the after-tax yield
(after factoring in all taxes, including taxes imposed on or measured by net
income) that the Administrative Agent, the Issuer or any Lender would have
received if such Taxes or Other Taxes had not been imposed.


     (d)  The Company agrees to indemnify the Administrative Agent, the Issuer
and each Lender for (i) the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section) paid by the Administrative Agent, the Issuer and such
Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability
(including additions to tax, penalties, interest and expenses) arising
therefrom or with respect thereto, in each case whether or not such Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. Payment under this subsection (d) shall be made within
30 days after the date the Issuer, such Lender or the Administrative Agent
makes a demand therefor.


     3.02    Increased Cost and Reduced Return; Capital Adequacy or Risk-Based
Capital. (a) If the Issuer or any Lender determines that as a result of the
introduction of or any change in or in the interpretation of any Law, or the
Issuer’s or such Lender’s compliance therewith, there shall be any increase in
the cost to the Issuer or such Lender of issuing or participating in Credits or
the funding or maintaining Term Loans or Advances, or a reduction in the amount
received or receivable by the Issuer or such Lender in connection with the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which Section 3.01 shall govern), or (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which the Issuer or such Lender is organized or has its Lending Office), then
from time to time upon demand of the Issuer or such Lender (with a copy of such
demand to the Administrative Agent), the Company shall pay to the Issuer or
such Lender such additional amounts as will compensate the Issuer or such
Lender for such increased cost or reduction; provided that such compensation
will be limited to (A) the period commencing not more than 120 days prior to
the date of such demand or (B) any longer period of retroactive effect of any
such change or requirement for compliance if such demand is made 120 days or less after such change or
requirement for compliance.


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     (b)  If the Issuer or any Lender determines that the introduction of any
Law regarding capital adequacy or risk-based capital or any change therein or
in the interpretation thereof, or compliance by the Issuer or such Lender (or
its Lending Office) therewith, has the effect of reducing the rate of return on
the capital of the Issuer or such Lender or any corporation controlling the
Issuer or such Lender as a consequence of the Issuer’s or such Lender’s
obligations (for avoidance of doubt not including outstanding Term Loans and
Advances) hereunder (taking into consideration its policies with respect to
capital adequacy or risk-based capital and the Issuer’s or such Lender’s
desired return on capital), then from time to time upon demand of the Issuer or
such Lender (with a copy of such demand to the Administrative Agent), the
Company shall pay to the Issuer or such Lender such additional amounts as will
compensate the Issuer or such Lender for such reduction; provided that such
compensation will be limited to (A) the period commencing not more than 120
days prior to the date of such demand or (B) any longer period of retroactive
effect of any such change or requirement for compliance if such demand is made
120 days or less after such change or requirement for compliance.


     3.03    Illegality. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender to make, maintain or fund LIBO Rate Term Loans, or to determine
or charge interest rates based upon the LIBO Rate, then, on notice thereof by
such Lender to the Company through the Administrative Agent, any obligation of
such Lender to make or continue LIBO Rate Term Loans shall be suspended until
such Lender notifies the Administrative Agent and the Company that the
circumstances giving rise to such determination no longer exist. Upon receipt
of such notice, the Company shall, upon demand from such Lender (with a copy to
the Administrative Agent), prepay the Term Loans of such Lender, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue
to maintain such LIBO Rate Term Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such LIBO Rate Term Loans. Upon
any such prepayment, the Company shall also pay accrued interest on the amount
so prepaid.


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


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


     (b)  any reduction of the Total Credit-Linked Deposits on a day other than
the last day of an Interest Period therefor;


     (c)  any failure by the Company to prepay or borrow any Term Loan on the
date or in the amount notified by the Company; or


     (d)  any assignment of a LIBO Rate Term Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 3.07;


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including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Term Loan or from fees payable to
terminate the deposits from which such funds were obtained; provided, however,
that such Lender shall use commercially reasonable efforts to mitigate any such
loss, cost or expense.


     For purposes of calculating amounts payable by the Company to the Lenders
under this Section 3.04, each Lender shall be deemed to have funded each LIBO
Rate Term Loan made by it at the LIBO Rate used in determining the LIBO Rate
for such Term Loan by a matching deposit or other borrowing in the London
interbank LIBOR market for a comparable amount and for a comparable period,
whether or not such LIBO Rate Term Loan was in fact so funded.


     3.05    Matters Applicable to All Requests for Compensation. A certificate
of the Administrative Agent, the Issuer or any Lender claiming compensation
under this Article III and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Administrative Agent, the Issuer or any Lender may
use any reasonable averaging and attribution methods.


     3.06    Survival. All of the Company’s obligations under this Article III
shall survive termination of the Credit-Linked Deposits and repayment of all
Credit Obligations and all other amounts due hereunder for a period of one (1)
year; provided, however, any and all of the Company’s obligations under this
Article III related to Taxes shall survive for a period of three (3) years.


     3.07    Replacement of Lenders. On each occasion that a Lender either makes
a demand for compensation pursuant to Section 3.02 in an amount in excess of
the amount that the Company would have had to pay pursuant to such Section if
such Lender’s Credit-Linked Deposit or Term Loan was held by a Lender with
respect to which no such amounts would then be payable pursuant to such
Section, the Company may, upon at least ten Business Days’ prior written notice
to the Issuer, each such Lender and the Administrative Agent, in whole
permanently replace the Credit-Linked Deposit or Term Loan of such Lender;
provided that, the Company shall replace such Credit-Linked Deposit or Term
Loan with the Credit-Linked Deposit or Term Loan of (a) any other Lender, or,
if no other Lender shall agree to replace such Lender (within 30 days after
being offered such option), (b) a substitute lending institution which is an
Eligible Assignee (in each case, a “Replacement Lender”). Such Replacement
Lender shall, upon the effective date of replacement, purchase the
Credit-Linked Deposit or Term Loan of, and the Credit Obligations owed to, such
replaced Lender for the aggregate amount thereof and shall thereupon for all
purposes become a “Lender” hereunder. Such notice from the Company shall
specify an effective date for the replacement of such Lender, which date shall
not be earlier than the tenth day after the day such notice is given. On the
effective date of any replacement of such Lender pursuant to this Section 3.07
and in accordance with the terms of Section 10.07, the Company shall pay to the
Administrative Agent for the account of such Lender (i) any fees or other
amounts due to such Lender to the date of such replacement, (ii) accrued
interest on the principal amount of outstanding Borrowings and the
Credit-Linked Deposit or Term Loan held by such Lender to the date of such
replacement and (iii) any other
amount or amounts payable to such Lender pursuant to this Section 3.07.
Upon the effective date of replacement of any Lender pursuant to this Section
3.07, such Lender shall cease to be a


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“Lender” hereunder, without any other or
further act or deed on the part of any other Lender. No such replacement of
any such Lender, the purchase of such Lender’s Borrowings, Credit-Linked
Deposit or Term Loans pursuant to this Section 3.07 shall affect (x) any
liability or obligation of the Company or any other Lender to such replaced
Lender which accrued on or prior to the date of such termination or (y) such
replaced Lender’s rights hereunder in respect of any such liability or
obligation.


ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS



     4.01    Conditions of Credit-Linked Deposits and Initial Credit Extension.
The obligation of each Lender to fund its Credit-Linked Deposit and the
obligation of the Issuer to make its initial Credit Extension hereunder are
subject to satisfaction or waiver of the following conditions precedent:


     (a)  The Administrative Agent’s and Lenders’ special counsel’s receipt of
the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer or Secretary or assistant Secretary, as applicable of the
signing Credit 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 reasonably satisfactory to the Administrative
Agent, the Issuer, the Lenders and their respective legal counsel:


          (i) executed counterparts of this Agreement, sufficient in number for
distribution to the Administrative Agent, the Issuer, each Lender and the
Credit Parties;



          (ii) certified copies of the certificate or articles of incorporation
(including all amendments thereto) of each Credit Party, certified as of a
recent date prior to the Closing Date by the Secretary of State of the
respective states of incorporation of such Credit Party;



          (iii) copies of the bylaws (including all amendments thereto) of each
Credit Party, certified as of the Closing Date by the Secretary or assistant
Secretary of such Credit Party;



          (iv) incumbency certificates of the Secretary or assistant Secretary of
each Credit Party evidencing the identity, authority and capacity of each
Responsible Officer or Authorized Representative thereof authorized to act as a
Responsible Officer or Authorized Representative in connection with this
Agreement and the other Credit Documents to which such Credit Party is a party;



          (v) certificates of the Secretary of State or other appropriate official
of the respective states of incorporation of each the Credit Party, certifying
as of a recent date prior to the Closing Date that such Credit Party is duly
organized or formed and validly existing and in good standing in the
jurisdiction of its organization or formation as of such date, and certificates
of the Secretary of State or other appropriate official of the State of
Texas, certifying as of a recent date prior to the Closing Date that such
Credit Party is in good standing and qualified to engage in business in the
State of Texas;



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          (vi) true and correct copies of the resolutions adopted by the respective
boards of directors of each Credit Party, duly certified as of the Closing Date
by the Secretary or assistant Secretary of such Credit Party, (i) approving the
transactions contemplated by (and the form of) this Agreement and the other
Credit Documents and all other documents to be entered into in connection with
this Agreement to be delivered by such Credit Party hereunder and (ii)
authorizing the officers of such Credit Party, and each of them, acting
individually or together, to execute and deliver each such document with such
changes as such officer or officers shall approve;



          (vii) a certificate signed by a Responsible Officer of the Company
certifying that (a) the representations and warranties contained in Article V,
or any other Credit Document are true and correct, (b) no Default or Event of
Default has occurred and is continuing, and (c) since the date of the Audited
Financial Statements, no event or circumstance that either individually or in
the aggregate has resulted in or could reasonably be expected to result in a
Material Adverse Effect;



          (viii) opinions of counsel to each Credit Party, addressed to the
Administrative Agent, the Issuer and each Lender, as to the matters set forth
in Exhibit C-1 and such other matters concerning the Credit Parties and the
Credit Documents as the Issuer or the Required Credit-Linked Lenders may
reasonably request;



          (ix) opinions of counsel to the Administrative Agent and the Issuer,
addressed to the Administrative Agent, the Issuer and each Lender, as to the
matters set forth in Exhibit C-2 and Exhibit C-3 and such other matters as the
Required Credit-Linked Lenders may reasonably request; and



          (x) opinion of special counsel to the Lenders, addressed to each Lender,
as to the matters set forth in Exhibit C-4 and such other matters as the
Required Credit-Linked Lenders may reasonably request.



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


     (c)  The Company shall have paid all reasonable Attorney Costs of (i) the
Administrative Agent, and (ii) the special counsel to the Lenders, in each case
to the extent invoiced prior to or on the Closing Date.


     (d)  The Closing Date shall have occurred on or prior to June 30, 2003.


     (e)  On the Closing Date, each Lender’s purchase of its Participation shall
(i) be permitted by the laws and regulations of each jurisdiction to which such
Lender is subject, without recourse to provisions (such as Section 1405(a)(8)
of the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment,
(ii) not violate any applicable law or regulation (including, without
limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve
System) and (iii) not subject such Lender to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or regulation
was not in effect on the date hereof. If requested by each Lender, such Lender
shall have received an Officer’s Certificate certifying as to such matters of


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fact as such Lender may reasonably specify to enable such Lender to determine
whether such purchase is so permitted. The wire transfer of funds on the
Closing Date by each Lender in the amount of its Credit-Linked Deposit to the
Administrative Agent shall constitute its confirmation as to satisfaction of
this condition with respect to such Lender.


     (f)  A Private Placement number issued by Standard & Poor’s CUSIP Service
Bureau (in cooperation with the Securities Valuation Office of the National
Association of Insurance Commissioners) shall have been obtained for (i) the
Letter of Credit Linked Notes and (ii) the Term Notes, which Private Placement
number shall not be in the series of numbers issued to Bank of America
Corporation and its affiliates, including but not limited to Bank of America.


     (g)  The Issuer shall have received evidence satisfactory to it that each
Lender, in respect of its Participation hereunder, has funded its Credit-Linked
Deposit.


     (h)  The Company and the Administrative Agent shall have executed and
delivered to each Lender such Lender’s Letter of Credit Linked Note.


     (i)  The Administrative Agent and Bank of America in its capacity as
depository shall have executed and delivered the Money Market Account Agreement
and special counsel for the Lenders shall have received a copy thereof.


     4.02    Conditions to all Credit Extensions by the Issuer. The obligation of
the Issuer to make any Credit Extension or honor any Request for Credit
Extension is subject to the following conditions precedent:


     (a)  The representations and warranties of the Company and each other
Credit Party contained in Article V, or any other Credit Document, or which are
contained 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 relate
expressly and solely to an earlier date, and except to the extent of changes
resulting from transactions contemplated or permitted by the Credit Documents
and changes occurring in the ordinary course of business which either
individually or in the aggregate do not result in a Material Adverse Effect.


     (b)  No Default or Event of Default shall exist, or would result from such
proposed Credit Extension.


     (c)  There has occurred since the date of the Audited Financial Statements,
no event or circumstance that either individually or in the aggregate has
resulted in or could reasonably be expected to result in a Material Adverse
Effect.


     (d)  Except in the case of any automatic renewal of any Auto-Renewal Credit
or any automatic reinstatement of any Auto-Reinstating Credit, the
Administrative Agent and the Issuer shall have received a Request for Credit
Extension in accordance with the requirements hereof.


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     (e)  The Administrative Agent shall have received, in form and substance
satisfactory to it, such other assurances, certificates, documents or consents
related to the foregoing as the Administrative Agent, the Issuer or the
Required Lenders reasonably may require.


Each Request for Credit Extension submitted by the Company shall be deemed to
be a representation and warranty that the conditions specified in Sections
4.02(a), (b) and (c) have been satisfied on and as of the date of the
applicable Credit Extension.


     4.03    Conditions to Term Loans. The obligation of the Lenders to make any
Term Loans is subject to the following conditions precedent:


     (a)  The Administrative Agent shall have received in accordance with the
provisions of Section 2.03(b) hereof an originally executed Request for Term
Loans.


     (b)  The Company, by a duly authorized Senior Responsible Officer, shall
have executed and delivered to the Administrative Agent on the applicable Term
Loan Issuance Date, for delivery to the Lenders, Term Notes to evidence such
Term Loans, dated as of the Term Loan Issuance Date, in the aggregate principal
amount of the Term Loans and with other appropriate insertions.


     (c)  The Administrative Agent shall have received an opinion of in-house
counsel of the Company, addressed to the Administrative Agent and each Lender,
substantially in the form of Exhibit H attached hereto.


     (d)  Conditions Satisfied. The Company shall have delivered to the
Administrative Agent an Officer’s Certificate, dated as of the applicable Term
Loan Issuance Date, in form and substance satisfactory to the Administrative
Agent, certifying that all conditions precedent set forth in Sections 4.02(a)
and (b) and 4.03 have been satisfied on and as of the applicable Term Loan
Issuance Date.


Each Request for Term Loans submitted by the Company shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a)
and (b) have been satisfied on and as of the date of the applicable Term Loan
Issuance Date.


ARTICLE V

REPRESENTATIONS AND WARRANTIES



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


     5.01    Organization; Power and Authority.


     (a)  The Company is a corporation duly organized, validly existing and in
good standing under the Laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation
and is in good standing in each jurisdiction in which such qualification
is required by Law, other than those jurisdictions as to which the failure to
be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
Company has the corporate power and authority to own or hold under lease the
properties it


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purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and
the Credit Documents to which it is a party and to perform the provisions
hereof and thereof.


     (b)  Holdings is a corporation duly organized, validly existing and in good
standing under the Laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by Law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a material
adverse effect on Holdings and its Subsidiaries, taken as a whole. Holdings
has the corporate power and authority to own or hold under lease the properties
it purports to own or hold under lease, to transact the business it transacts
and proposes to transact, to execute and deliver this Agreement and the Credit
Documents to which it is a party and to perform the provisions hereof and
thereof.


     5.02    Authorization, etc.


     (a)  This Agreement and each other Credit Document have been duly
authorized by all necessary corporate action on the part of the Company, and
this Agreement constitutes, and each other Credit Document to which the Company
is a party when executed and delivered will constitute, a legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


     (b)  This Agreement and each other Credit Document have been duly
authorized by all necessary corporate action on the part of Holdings, and this
Agreement constitutes, and each other Credit Document to which Holdings is a
party when executed and delivered will constitute, a legal, valid and binding
obligation of Holdings enforceable against Holdings in accordance with its
terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).


     (c)  To the extent Credits are being issued for the account of
Subsidiaries, at the time of each such Credit Extension, such Credits do and
will inure to the benefit of the Company, and the Company’s business derives
and will derive substantial benefits from the businesses of such Subsidiaries.


     5.03    Disclosure. The Company, through its agent, BAS, has delivered to
each Lender a copy of a Private Placement Memorandum, dated May 2003 (the
“Memorandum”), relating to the transactions contemplated hereby. As of its
date, the Memorandum fairly describes, in all material respects, the general
nature of the business and principal properties of the Company and
its Subsidiaries. As of the Closing Date, this Agreement, the Memorandum,
the documents, certificates or other writings delivered to the Lenders by or on
behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in Schedule 5.05, taken as a whole, do not
contain any untrue statement of a material fact or omit to


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state any material
fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Since December 31, 2002, there has
been no change in the financial condition, operations, business or properties
of the Company or any Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Company that could reasonably be expected to have
a Material Adverse Effect that has not been disclosed herein or in the
Memorandum, in the Disclosure Documents, or in the other documents,
certificates and other writings delivered to the Lenders by or on behalf of the
Company specifically for use in connection with the transactions contemplated
hereby.


     5.04    Organization and Ownership of Shares of Subsidiaries; Affiliates.


     (a)  Schedule 5.04 contains (except as noted therein) complete and correct
lists as of the Closing Date of (i) each of the Company’s Restricted
Subsidiaries, showing, as to each Restricted Subsidiary, the correct name
thereof and the jurisdiction of its organization, (ii) each of the Company’s
Affiliates, and (iii) the Company’s directors and Senior Responsible Officers.
As of the Closing Date, there are no Unrestricted Subsidiaries.


     (b)  As of the Closing Date, all of the outstanding shares of capital stock
or similar equity interests of each Restricted Subsidiary owned by the Company
and its Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Company or another Subsidiary free and clear of any Lien
(except for any Permitted Lien or as otherwise disclosed in Schedule 5.04).


     (c)  Each Subsidiary identified on Schedule 5.04 is a corporation or other
legal entity duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.


     (d)  As of the Closing Date, no Subsidiary is a party to, or otherwise
subject to any legal restriction or any agreement (other than the agreements
listed on Schedule 5.04 and customary limitations imposed by corporate law
statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or
any of its Subsidiaries that owns outstanding shares of capital stock or
similar equity interests of such Subsidiary.


     5.05    Financial Statements.


     The Company has delivered to the Issuer and each Lender the financial
statements of the Company and its Subsidiaries listed on Schedule 5.05. All of
said financial statements (including in each case the related schedules and
notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations and
cash flows for the


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respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved
except as set forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments).


     5.06    Compliance with Laws, Other Instruments, etc.


     (a)  The execution, delivery and performance by the Company of this
Agreement, the Letter of Credit Linked Notes and the Term Notes will not (i)
contravene, result in any breach of, or constitute a default under, or result
in the creation of any Lien in respect of any property of the Company or any
Subsidiary under, any indenture, mortgage, deed of trust, loan, note purchase
or credit agreement, or lease, its corporate charter or by-laws, or any other
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may
be bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of
any court, arbitrator or Governmental Authority applicable to the Company or
any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.


     (b)  The execution, delivery and performance by Holdings of this Agreement
will not (i) contravene, result in any breach of, or constitute a default
under, or result in the creation of any Lien in respect of any property of
Holdings under, any indenture, mortgage, deed of trust, loan, note purchase or
credit agreement, lease, corporate charter or by-laws, or any agreement or
instrument to which Holdings is bound or by which Holdings or any of its
properties may be bound or affected, (ii) conflict with or result in a breach
of any of the terms, conditions or provisions of any order, judgment, decree,
or ruling of any court, arbitrator or Governmental Authority applicable to
Holdings, or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to Holdings.


     5.07    Governmental Authorizations, etc.


     (a)  No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement, the Letter
of Credit Linked Notes or the Term Notes.


     (b)  No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by Holdings of this Agreement.


     5.08    Litigation; Observance of Agreements, Statutes and Orders.


     (a)  Except as disclosed in Schedule 5.08 or in the Disclosure Documents,
there are no actions, suits or proceedings pending or, to the knowledge of the
Company, threatened against or affecting the Company or any Subsidiary or any
property of the Company or any Subsidiary in any court or before any arbitrator
of any kind or before or by any Governmental Authority that, individually or in
the aggregate, could reasonably be expected, after offset for claims against
insurers, to have a Material Adverse Effect.


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     (b)  Except as disclosed in Schedule 5.08 or in the Disclosure Documents,
neither the Company nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including without limitation Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.


     5.09    Taxes. The Company and its Subsidiaries have filed all tax returns
that are required to have been filed in any jurisdiction, and have paid all
taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (i) the
amount of which is not individually or in the aggregate Material or (ii) the
amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which the Company or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP. The Company knows of no basis for any other tax or assessment that
could reasonably be expected to have a Material Adverse Effect. The charges,
accruals and reserves on the books of the Company and its Subsidiaries in
respect of federal, state or other taxes for all fiscal periods are adequate in
accordance with GAAP. The federal income tax liabilities of the Company and
its Subsidiaries have been determined by the IRS and paid for all fiscal years
up to and including the fiscal year ended December 31, 1987.


     5.10    Title to Property; Leases. The Company and its Restricted
Subsidiaries have good and sufficient title to their respective properties that
the Company and the Subsidiaries own or purport to own that individually or in
the aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.05 or purported to have
been acquired by the Company or any Restricted Subsidiary after said date
(except as sold or otherwise disposed of in the ordinary course of business),
in each case free and clear of Liens prohibited by this Agreement. All leases
that individually or in the aggregate are Material are valid and subsisting and
are in full force and effect in all material respects.


     5.11    Licenses, Permits, etc. Except as disclosed in Schedule 5.11,


     (a)  the Company and its Restricted Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, service
marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known material conflict with the rights of
others;


     (b)  to the best knowledge of the Company, no product of the Company or any
of its Restricted Subsidiaries infringes in any Material respect any license,
permit, franchise, authorization, patent, copyright, service mark, trademark,
trade name or other right owned by any other Person; and


     (c)  to the best knowledge of the Company, there is no Material violation
by any Person of any right of the Company or any of its Restricted Subsidiaries
with respect to any patent,


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copyright, service mark, trademark, trade name or
other right owned or used by the Company or any of its Restricted Subsidiaries.


     5.12    Compliance with ERISA.


     (a)  The Company and each ERISA Affiliate have operated and administered
each Plan in compliance with all applicable laws except for such instances of
noncompliance as have not resulted in and could not reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any ERISA
Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit plans
(as defined in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA Affiliate, or in
the imposition of any Lien on any of the rights, properties or assets of the
Company or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or
412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.


     (b)  The present value of the aggregate accrued benefits under each of the
Plans that are subject to Title IV of ERISA (other than Multiemployer Plans),
determined as of the valuation date for the most recently ended plan year on
the basis of the actuarial assumptions specified for funding purposes in such
Plan’s most recent actuarial valuation report, did not exceed the aggregate
current value of the assets of such Plan allocable to such benefits (i) in the
case of any single Plan, by an amount which, if said amount were immediately
contributed to the Plan, could have a Material Adverse Effect, and (ii) in the
case of all said Plans, by an amount which, if said amount were immediately
contributed to the Plans, could have a Material Adverse Effect.


     (c)  The Company and its ERISA Affiliates have not incurred withdrawal
liabilities (and are not subject to contingent withdrawal liabilities) under
Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that
individually or in the aggregate are Material.


     (d)  The expected obligation for postretirement benefits other than
pensions (determined as of the last day of the Company’s most recently ended
fiscal year in accordance with Financial Accounting Standards Board Statement
No. 106, without regard to liabilities attributable to
continuation coverage mandated by Section 4980B of the Code and after
taking into account any governmental reimbursements) of the Company and its
Subsidiaries is not Material.


     (e)  The execution and delivery of this Agreement and the issuance and sale
of the Letter of Credit Linked Notes and the Term Notes will not involve any
transaction that is subject to the prohibitions of Section 406 of ERISA or in
connection with which a tax could be imposed pursuant to Section
4975(c)(1)(A)-(D) of the Code. The representations by the Company in the first
sentence of this Section 5.12(e) are made in reliance upon and subject to the
accuracy of each Lender’s representations in Section 10.10(b) as to the sources
of the funds used to pay the purchase price of its Participation under this
Agreement.


     5.13    Private Offering by Company. Neither the Company nor anyone acting
on its behalf has offered the Letter of Credit Linked Notes or Term Notes or
any similar Securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated


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in respect thereof with, any
Person other than the Lenders and not more than seventeen (17) other
Institutional Investors, each of which has been offered the Letter of Credit
Linked Notes and Term Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action
that would subject the issuance or sale of the Letter of Credit Linked Notes or
Term Notes to the registration requirements of Section 5 of the Securities Act.


     5.14    Use of Proceeds; Margin Regulations. The Company will apply the
proceeds from the Advances and the Term Loans hereunder for general corporate
purposes of the Company and its Subsidiaries. No part of the proceeds from the
Credit Extensions hereunder will be used, directly or indirectly, for the
purpose of buying or carrying any margin stock within the meaning of Regulation
U of the FRB (12 CFR 221), or for the purpose of buying or carrying or trading
in any Securities under such circumstances as to involve the Company in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker
or dealer in a violation of Regulation T of the FRB (12 CFR 220). Margin stock
does not constitute more than 5.0% of the value of the consolidated assets of
the Company and its Subsidiaries and the Company does not have any present
intention that margin stock will constitute more than 5.0% of the value of such
assets. As used in this Section, the terms “margin stock” and “purpose of
buying or carrying” shall have the meanings assigned to them in said Regulation
U.


     5.15    Existing Indebtedness. Except as described therein, Schedule 5.15
sets forth a complete and correct list of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries as of March 31, 2003, specifying
whether such Indebtedness is secured or unsecured. From March 31, 2003 to the
Closing Date, there has been no material change in the amounts, interest rates,
sinking funds, installment payments or maturities of such Indebtedness of the
Company or its Restricted Subsidiaries. As of the Closing Date, neither the
Company nor any Restricted Subsidiary is in default and no waiver of default is
currently in effect, in the payment of any principal or interest on any such
Indebtedness of the Company or such Restricted Subsidiary, and no event or
condition exists with respect to any such Indebtedness of the Company or any
Restricted Subsidiary, that would permit (or that with notice or the lapse of
time, or both, would permit) one or more Persons to cause such Indebtedness to
become due and payable before its stated maturity or before its regularly
scheduled dates of payment.


     5.16    Foreign Assets Control Regulations, etc. Neither any Credit
Extension to the Company hereunder nor its use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto. Without limiting the foregoing, neither the Company
nor any of its Subsidiaries or its Affiliates (a) is or will become a Person
whose property or interests in property are blocked pursuant to Section 1 of
Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)) or (b) engages or will engage in any dealings or
transactions, or be otherwise associated, with any such Person. The Company
and its Subsidiaries and its Affiliates are in compliance, in all Material
respects, with the Uniting And Strengthening America By Providing Appropriate
Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001).
No part of the proceeds from any Credit


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Extension hereunder will be used,
directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in
violation of the United States Foreign Corrupt Practices Act of 1977, as
amended.


     5.17    Status under Certain Statutes. Neither the Company nor any
Restricted Subsidiary is subject to regulation under the Investment Company Act
of 1940, as amended, the Public Utility Holding Company Act of 1935, as
amended, or, except as disclosed in Schedule 5.17, the Federal Power Act, as
amended.


     5.18    Environmental Matters. Except as disclosed in the Disclosure
Documents, neither the Company nor any Restricted Subsidiary has knowledge of
any Material claim or has received any notice of any Material claim, and no
proceeding has been instituted raising any Material claim against the Company
or any of its Restricted Subsidiaries or any of their respective real
properties now or formerly owned, leased or operated by any of them or other
assets, alleging any damage to the environment or violation of any
Environmental Laws, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect. Except as otherwise disclosed
to each Lender in writing,


     (a)  neither the Company nor any Restricted Subsidiary has knowledge of any
facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in each case, such as
could not reasonably be expected to result in a Material Adverse Effect;


     (b)  neither the Company nor any of its Restricted Subsidiaries has stored
any Hazardous Materials on real properties now or formerly owned, leased or
operated by any of them in a manner contrary to any Environmental Laws and has
not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws, in each case in any manner that could reasonably be
expected to result in a Material Adverse Effect; and


     (c)  all buildings on all real properties now owned, leased or operated by
the Company or any of its Restricted Subsidiaries are in compliance with
applicable Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect.


     5.19    Compliance With Issuance Limits. Both before and after giving effect
to any Credit Extension, all Credits issued and outstanding hereunder are in
full compliance with the Issuance Limits.


     5.20    Tax Shelter Regulations. The Company does not intend to treat the
Advances, Term Loans and Credits and related transactions as being a
“reportable transaction” (within the meaning of Treasury Regulation Section
1.6011-4).


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ARTICLE VI

AFFIRMATIVE COVENANTS



     So long as any Lender shall have any Credit-Linked Deposit, Letter of
Credit Linked Note or Term Note hereunder or any Credit hereunder shall remain
outstanding:


     6.01    Financial and Business Information. The Company shall deliver to the
Administrative Agent, the Issuer and to each of the Lenders, in form and detail
satisfactory to the Administrative Agent, the Issuer and the Required
Credit-Linked Lenders:


     (a)  Quarterly Statements — within 60 days after the end of each quarterly
fiscal period in each fiscal year of the Company (other than the last quarterly
fiscal period of each such fiscal year), duplicate copies of,


          (i)  a consolidated balance sheet of the Company and its Subsidiaries as at
the end of such quarter, and



          (ii) consolidated statements of income, changes in shareholders’ equity
and cash flows of the Company and its Subsidiaries, for such quarter and (in
the case of the second and third quarters) for the portion of the fiscal year
ending with such quarter,



setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements
generally, and certified by a Senior Financial Officer as fairly presenting, in
all material respects, the financial position of the companies being reported
on and their results of operations and cash flows, subject to changes resulting
from year-end adjustments, provided that delivery within the time period
specified above of copies of the Company’s Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the SEC,
if applicable, shall be deemed to satisfy the requirements of this Section
6.01(a) so long as such Quarterly Report on Form 10-Q includes the financial
statements identified in clauses (i) and (ii) above;


     (b)  Annual Statements — within 100 days after the end of each fiscal year
of the Company, duplicate copies of,


          (i) a consolidated balance sheet of the Company and its Subsidiaries, as
at the end of such year, and



          (ii) consolidated statements of income, shareholder’s equity and cash
flows of the Company and its Subsidiaries, for such year,



setting forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied by an opinion thereon of independent certified public accountants
of recognized national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of
the companies being reported upon and their results of operations and cash
flows and have been prepared in conformity with GAAP, and that the examination
of such accountants in connection


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with such financial statements has been made
in accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances; provided
that the delivery within the time period specified above of the Company’s
Annual Report on Form 10-K for such fiscal year (together with the Company’s
annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under
the Exchange Act) prepared in accordance with the requirements therefor and
filed with the SEC, if applicable, shall be deemed to satisfy the requirements
of this Section 6.01(b) so long as such Annual Report on Form 10-K includes the
financial statements identified in clauses (i) and (ii) above;


     (c)  SEC and Other Reports — promptly, following the filing or mailing
thereof, copies of all material of a financial nature filed with the SEC or
sent to the Company’s and its Subsidiaries’ stockholders generally;


     (d)  Outstanding Credits – not later than five (5) Business Days after the
end of each quarter, the information with respect to the outstanding Credits as
is required under Section 2.01(j);


     (e)  [intentionally omitted]


     (f)  Notice of Default or Event of Default – promptly, and in any event
within five (5) Business Days after a Responsible Officer becoming aware of the
existence of any Default or Event of Default, a written notice specifying the
nature and period of existence thereof and what action the Company is taking or
proposes to take with respect thereto;


     (g)  ERISA Matters — promptly, and in any event within five (5) Business
Days after a Responsible Officer becoming aware of any of the following, a
written notice setting forth the nature thereof and the action, if any, that
the Company or an ERISA Affiliate proposes to take with respect thereto:


          (i) with respect to any Plan, any reportable event, as defined in Section
4043(b) of ERISA and the regulations thereunder, for which notice thereof has
not been waived pursuant to such regulations as in effect on the date hereof;
or



          (ii) the taking by the PBGC of steps to institute, or the threatening by
the PBGC of the institution of, proceedings under Section 4042 of ERISA for the
termination of, or
the appointment of a trustee to administer, any Plan, or the receipt by
the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that
such action has been taken by the PBGC with respect to such Multiemployer Plan;
or



          (iii) any event, transaction or condition that would result in the
incurrence of any liability by the Company or any ERISA Affiliate pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, or in the imposition of any Lien on any of
the rights, properties or assets of the Company or any ERISA Affiliate pursuant
to Title I or IV of ERISA or such penalty or excise tax provisions, if such
liability or Lien, taken together with any other such liabilities or Liens then
existing, could reasonably be expected to have a Material Adverse Effect;



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     (h)  Notices from Governmental Authority — promptly, and in any event
within 30 days of receipt thereof, copies of any notice to the Company or any
Subsidiary from any federal or state Governmental Authority relating to any
order, ruling, statute or other law or regulation that the Company reasonably
believes could have a Material Adverse Effect;


     (i)  Additional Reporting Requirement — in the event that Unrestricted
Subsidiaries account for more than 10% of the Consolidated Total Assets of the
Company and its Subsidiaries, or more than 10% of the consolidated revenue of
the Company and its Subsidiaries, in each case as of the last day of the fiscal
quarter or fiscal year for which the Company is delivering financial
information pursuant to Sections 6.01(a) and (b), then each such set of
financial information delivered pursuant to Sections 6.01(a) and (b) shall be
accompanied by unaudited financial statements for all Unrestricted Subsidiaries
of the Company taken as a group, together with consolidating statements
reflecting eliminations or adjustments required to reconcile such group
statements to the consolidated financial statements of the Company and its
Subsidiaries;


     (j)  Requested Information — with reasonable promptness, such other data
and information relating to the business, operations, affairs, financial
condition, assets or properties of the Company or any its Subsidiaries or
relating to the ability of the Company to perform its obligations hereunder,
under the Letter of Credit Linked Notes and under the Term Notes or the ability
of Holdings to perform its obligations hereunder as from time to time may be
reasonably requested by any Lender, including without limitation and subject to
Section 10.07, such information as is required by SEC Rule 144A under the
Securities Act to be delivered to a prospective transferee of the Letter of
Credit Linked Notes or Term Notes.


     6.02    Officer’s Certificate. Each set of financial statements delivered to
a Lender pursuant to Section 6.01(a) or Section 6.01(b) hereof shall be
accompanied by a certificate of a Senior Financial Officer setting forth:


     (a)  Covenant Compliance — the information (including reasonably detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Sections 7.02(c)(iv), 7.03(m), 7.04 and
7.05, during the quarterly or annual period covered by the statements then
being furnished (including with respect to each such Section, where applicable,
the calculations of the maximum or minimum amount, ratio or percentage, as the
case may be,
permissible under the terms of such Sections, and the calculation of the
amount, ratio or percentage then in existence); and


     (b)  Event of Default — a statement that such officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her
supervision, a review of the transactions and conditions of the Company and its
Subsidiaries from the beginning of the quarterly or annual period covered by
the statements then being furnished to the date of the certificate and that
such review shall not have disclosed the existence during such period of any
condition or event that constitutes a Default or an Event of Default or, if any
such condition or event existed or exists (including, without limitation, any
such event or condition resulting from the failure of the Company or any
Subsidiary to comply with any Environmental Law), specifying the nature and
period of existence thereof and what action the Company shall have taken or
proposes to take with respect thereto.


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     6.03    Inspection. The Company shall permit the representatives of each
Lender:


     (a)  No Default — if no Default or Event of Default then exists, at the
expense of such Lender, to visit the principal executive office of the Company
and to discuss the affairs, finances and accounts of the Company and its
Restricted Subsidiaries with the Company’s officers, all at such reasonable
times during normal business hours and as often as may be reasonably requested
in writing; and


     (b)  Default — if a Default or Event of Default then exists, at the expense
of the Company and upon reasonable prior notice, to visit the principal
executive office of the Company, to examine all relevant books of account,
records, reports and other papers relating to the Company’s and Holdings’
performance of their respective obligations under this Agreement, the Letter of
Credit Linked Notes and the Term Notes and to make copies and abstracts
therefrom, and to discuss the Company’s and its Restricted Subsidiaries’
affairs, finances and accounts with the Company’s officers and independent
public accountants (and by this provision the Company authorizes said
accountants to discuss the affairs, finances and accounts of the Company and
its Restricted Subsidiaries), all at such reasonable times during normal
business hours and as often as may be reasonably requested.


     6.04    Compliance with Laws. The Company will, and will cause each of its
Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation,
Environmental Laws, and will obtain and maintain in effect all licenses,
certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of
their respective businesses, in each case to the extent necessary to ensure
that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


     6.05    Insurance. The Company will, and will cause each of its Restricted
Subsidiaries to, maintain, with financially sound and reputable insurers,
insurance with respect to their respective properties and businesses against
such risks, of such types, on such terms and in such
amounts as is customary in the case of entities of established reputations
engaged in the same or a similar business and similarly situated.


     6.06    Maintenance of Properties. The Company will, and will cause each of
its Restricted Subsidiaries to, maintain and keep, or cause to be maintained
and kept, their respective properties in good repair, working order and
condition (other than ordinary wear and tear), so that the business carried on
in connection therewith may be properly conducted at all times, provided that
this Section shall not prevent the Company or any Restricted Subsidiary from
discontinuing the operation and the maintenance of any of its properties or
failing to carry on any such business if the Company has concluded that such
discontinuance or failure could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


     6.07    Payment of Taxes and Claims. The Company will, and will cause each
of its Subsidiaries to, file all income tax and similar tax returns required to
be filed in any jurisdiction and to pay and discharge all taxes shown to be due
and payable on such returns and pay all other


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taxes, assessments, governmental
charges, or levies imposed on them or any of their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent and all claims for which sums
have become due and payable that have or might become a Lien on properties or
assets of the Company or any Subsidiary, provided that neither the Company nor
any Subsidiary need file any such returns or pay any such tax or assessment or
claims (i) if the amount, applicability or validity thereof is contested by the
Company or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, diligently conducted, and the Company or a Subsidiary has
established adequate reserves therefor in accordance with GAAP on the books of
the Company or such Subsidiary, or (ii) to the extent that the failure to file
such returns and the nonpayment of all such taxes, assessments and claims,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.


     6.08    Corporate Existence, Etc. Subject to Section 7.02, the Company will
at all times preserve and keep in full force and effect its corporate
existence, and the Company will at all times preserve and keep in full force
and effect the corporate existence of each of its Restricted Subsidiaries
(unless merged into the Company or a Restricted Subsidiary) and all rights and
franchises of the Company and its Restricted Subsidiaries, unless, in the good
faith judgment of the Company, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise
could not, individually or in the aggregate, have a Material Adverse Effect.


     6.09    Books and Records. The Company will, and will cause each Restricted
Subsidiary to, (a) 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 Company or such Restricted Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Company or such Restricted Subsidiary, as the case may
be.


     6.10    Purpose of Credits. Each Credit shall be used directly or indirectly
to cover (a) a default in the performance of any non-financial or commercial
obligations of the Company or
any Subsidiary under specific contracts, including a Credit issued in
favor of a bank or other surety who in connection therewith issues a guarantee
or similar undertaking, performance bond, surety bond or other similar
instrument that covers a default in the performance of any non-financial or
commercial obligations under specific contracts or the payment of any financial
contractual obligation, or (b) the payment of any financial contractual
obligation of the Company or any Subsidiary.


ARTICLE VII

NEGATIVE COVENANTS



     So long as any Lender shall have any Credit-Linked Deposit, any Letter of
Credit Linked Note or any Term Note hereunder or any Credit shall remain
outstanding:


     7.01    Transactions with Affiliates. The Company will not, and will not
permit any Restricted Subsidiary to, enter into directly or indirectly any
Material transaction or Material


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group of related transactions (including
without limitation the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than the
Company or another Restricted Subsidiary), except in the ordinary course and
pursuant to the reasonable requirements of the Company’s or such Restricted
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Company or such Restricted Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate.


     7.02    Merger, Consolidation, Sale of Assets, etc.


     (a)  The Company will not, and will not permit any Restricted Subsidiary
to, consolidate with or merge with any other Person unless immediately after
giving effect to any consolidation or merger no Default or Event of Default
would exist and:


          (i) in the case of a consolidation or merger of a Restricted Subsidiary,
either (x) the surviving or continuing corporation is the Company or another
Restricted Subsidiary or (y) such consolidation or merger, if considered as the
sale of the assets of such Restricted Subsidiary to such other Person, would be
permitted by Section 7.02(c); and



          (ii) in the case of a consolidation or merger of the Company, the
successor corporation which results from such consolidation or merger (the
“surviving corporation”), if not the Company, shall have executed and delivered
to the Issuer, the Administrative Agent and each Lender in writing its
assumption of the due and punctual payment of all Credit Obligations, and the
due and punctual performance and observation of all covenants in this
Agreement, the Letter of Credit Linked Notes and the Term Notes, to be
performed or observed by the Company hereunder and under the Credit Documents
and shall furnish to the Issuer, the Administrative Agent and such Lenders a
customary opinion of counsel solely to the effect that the instrument of
assumption has been duly authorized, executed and delivered and constitutes the
legal, valid and binding contract and agreement of the surviving corporation
enforceable in accordance with its terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles.



     (b)  The Company will not sell, lease (as lessor) or otherwise transfer all
or substantially all of its assets in a single transaction or series of
transactions to any Person unless:


          (i) immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing; and



          (ii) the successor corporation to which all or substantially all of the
Company’s assets have been sold, leased or transferred (the “successor
corporation”) shall have executed and delivered to the Issuer, the
Administrative Agent and each Lender in writing its assumption of the due and
punctual payment of all Credit Obligations, and the due and punctual
performance and observation of all covenants in this Agreement, the Letter of
Credit Linked Notes and the Term Notes, to be performed or observed by the
Company hereunder and under the Credit Documents and shall furnish to the
Issuer, the Administrative Agent and such Lenders a customary opinion of
counsel solely to the effect that the instrument of assumption has been duly
authorized, executed and delivered and constitutes the legal, valid and binding
contract and



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agreement of the successor corporation enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles.


     No such conveyance, transfer or lease of all or substantially all of the
assets of the Company shall have the effect of releasing the Company or any
successor corporation that shall theretofore have become such in the manner
prescribed in this Section 7.02 from its liability under this Agreement or the
Credit Documents.


     (c)  The Company will not, and will not permit any Restricted Subsidiary
to, sell, lease (as lessor), transfer, abandon or otherwise dispose of
(collectively, a “Disposition”) any assets in one or a series of transactions
(including, without limitation, in any sale-leaseback transaction), other than
those assets consisting of accounts receivable sold through any Permitted
Receivables Transaction, to any Person other than:


          (i) Dispositions in the ordinary course of business of inventory or of
equipment, fixtures, supplies or materials no longer required in the business
of the Company or any of its Restricted Subsidiaries or that is obsolete;



          (ii) Dispositions by the Company to a Restricted Subsidiary or by a
Restricted Subsidiary to the Company or to another Restricted Subsidiary;



          (iii) the sale of assets for cash or other property if all of the
following conditions are met:




		
	 	     (A) such assets (valued at book value) do not constitute a
“substantial part” of the assets of the Company and its Restricted
Subsidiaries;




		
	 	     (B) in the opinion of a Responsible Officer of the Company, the sale
is for fair value and is in the best interests of the Company; and
	 
	 	     (C) immediately after the consummation of the transaction and after
giving effect thereto, no Default or Event of Default would exist; or



          (iv) the sale of assets meeting the conditions set forth in clauses (B)
and (C) of clause (iii) above, as long as the cash proceeds from such sale in
excess of a substantial part of the assets of the Company and its Restricted
Subsidiaries (net of expenses of sale and an amount reasonably estimated by the
Company to represent incremental income taxes due as a result of such sale) are
(i) applied within 365 days of the date of receipt to the acquisition of
productive assets useful and intended to be used in the operation or expansion
of the business of the Company or its Restricted Subsidiaries, and/or (ii) used
to repay any Indebtedness of the Company or its Restricted Subsidiaries (other
than (x) Indebtedness that is in any manner subordinated in right of payment in
any respect to Indebtedness arising or incurred under this Agreement, (y)
Indebtedness owing to the Company, any of its Subsidiaries or any Affiliate,
and (z) Indebtedness in respect of any revolving credit or similar credit
facility providing the Company or any of its Restricted Subsidiaries with the
right to obtain loans or other extensions



Ten Year Letter of Credit and Term Loan Agreement


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of credit from time to time, except
to the extent that in connection with such payment of Indebtedness the
availability of credit under such credit facility is permanently reduced by an
amount not less than the amount of such proceeds applied to the payment of such
Indebtedness).


     (d)  For purposes of Section 7.02(c), a sale of assets will be deemed to
involve a “substantial part” of the assets of the Company and its Restricted
Subsidiaries if the book value of such assets, together with all other assets
sold, including mergers effected pursuant to Section 7.02(a)(i)(y) and the
issuance, sale, transfer or disposition of stock or other Securities of
Restricted Subsidiaries (except to the Company or another Restricted
Subsidiary) effected pursuant to Section 7.02(e), during the same fiscal year
(except (1) those assets sold pursuant to clauses (i) and (ii) of Section
7.02(c), and (2) those assets consisting of receivables sold through any
Permitted Receivables Transaction permitted under Section 7.03(i)) equals at
least 15.00% of the Consolidated Total Assets of the Company and its Restricted
Subsidiaries determined as of the end of the immediately preceding fiscal year.


     (e)  The Company will not permit any Restricted Subsidiary to issue shares
of stock or other Securities to any Person other than the Company or another
Restricted Subsidiary. The Company will not, and will not permit any
Restricted Subsidiary to, issue, sell, transfer or otherwise dispose of its
interest in any stock or any other Securities (or any options or warrants to
purchase stock or other Securities exchangeable for or convertible into stock
or other Securities) of any Restricted Subsidiary (except to the Company or
another Restricted Subsidiary) unless such issuance, sale, transfer or
disposition (valued at book value) would be permitted under Section 7.02(c).


     7.03    Liens. The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly create, incur, assume or
permit to exist (upon the happening of a contingency or otherwise) any Lien on
or with respect to any of its properties or assets, whether now owned or
hereafter acquired, except for the following (which are collectively referred
to as “Permitted Liens”):


     (a)  Mechanics’, materialmen’s, carriers’ or other like liens arising in
the ordinary course of business (including construction of facilities) in
respect of obligations that are not due or which are being contested in good
faith;


     (b)  Liens arising by reason of deposits with, or the giving of any form of
security to, any governmental agency or any body created or approved by law or
governmental regulation, which is required by law or governmental regulation as
a condition to the transaction of any business or the exercise of any
privilege, franchise or license (including, without limitation, any Lien
arising by reason of one or more letters of credit in connection with any
international waste management contract to be performed by the Company or any
of its Subsidiaries or their respective Affiliates);


     (c)  Liens for taxes, assessments or governmental charges or levies not yet
delinquent or Liens for taxes, assessments or governmental charges or levies
already delinquent but the validity of which is being contested in good faith;


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     (d)  Liens (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith and,
in the case of judgment liens, execution thereon is stayed;


     (e)  Landlords’ liens on fixtures located on premises leased by the Company
or any Restricted Subsidiary in the ordinary course of business;


     (f)  [intentionally omitted]


     (g)  Liens arising by reason of deposits to qualify the Company or any
Restricted Subsidiary to conduct business, to maintain self-insurance, or to
obtain the benefit of, or comply with, Laws;


     (h)  Liens that secure any Indebtedness of a Restricted Subsidiary owing to
the Company or another Restricted Subsidiary or by the Company to a Restricted
Subsidiary;


     (i)  Liens created or deemed to be created under Permitted Receivables
Transactions at any time provided such Liens do not extend to any property or
assets other than the trade receivables sold pursuant to such Permitted
Receivables Transactions, interests in the goods or products (including
returned goods and products), if any, relating to the sales giving rise to such
trade receivables; any security interests or other Liens and property subject
thereto (other than on any leases or related lease payment rights or
receivables between the Company and any of its Restricted Subsidiaries, as
lessors or sublessors) from time to time purporting to secure the payment by
the obligors describing the collateral securing such trade receivables
(together with any financing statements signed by such obligors describing the
collateral securing such trade receivables) pursuant to such Permitted
Receivables Transactions;


     (j)  Liens existing at Closing and reflected on Schedule 7.03 hereto;


     (k)  (i) Liens upon property or assets which are created prior to or
contemporaneously with, or within 360 days after, (1) in the case of the
acquisition of such property or assets, the
completion of such acquisition; and (2) in the case of the construction,
development or improvement of such property or assets, the later to occur of
the completion of such construction, development or improvement or the
commencement of operation or use of the property or assets, which Lien secures
or provides for the payment, financing or refinancing, directly or indirectly,
of all or any part of the acquisition cost of such property or assets or the
cost of construction, development or improvement thereof; or (ii) any Lien upon
property or assets existing at the time of the acquisition thereof, which Lien
secures obligations assumed by the Company or any Restricted Subsidiary; or
(iii) any conditional sales agreement or other title retention agreement with
respect to any property or assets acquired by the Company or any Restricted
Subsidiary; or (iv) any Lien existing on the property or assets or shares of
stock of a corporation or firm at the time such corporation or firm is merged
into or consolidated with the Company or any Restricted Subsidiary or at the
time of a sale, lease or other disposition of the property or assets of such
corporation or firm as an entirety or substantially as an entirety to the
Company or any Restricted Subsidiary or at the time such corporation becomes a
Restricted Subsidiary; or (v) any Lien existing on the property, assets or
shares of stock of any successor which shall have become the Company in
accordance with the provisions set forth in Section 7.02; provided, in each
case, that


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any such Lien described in the foregoing clauses (ii), (iii), (iv)
or (v) does not attach to or affect property or assets owned by the Company or
any Restricted Subsidiary prior to the event referred to in such clauses;
provided further (for avoidance of doubt) that any such Lien described in the
foregoing clauses (i), (ii) or (iii) may be created in favor of any
Governmental Authority.


     (l)  Any extension, renewal or refunding (or successive extensions,
renewals or refundings) in whole or in part of any Indebtedness secured by any
Lien referred to in the foregoing clauses, inclusive, provided that the
principal amount of the Indebtedness secured is not increased or the maturity
thereof reduced and the Lien securing such Indebtedness shall be limited to the
property or assets that, immediately prior to such extension, renewal or
refunding, secured such Indebtedness and additions to such property or assets;
and


     (m)  Liens securing Priority Debt, provided that Priority Debt shall not at
any time exceed 15.00% of Consolidated Tangible Assets as of the then most
recently ended fiscal quarter or fiscal year of the Company for which financial
information is reportable pursuant to Sections 6.01(a) and (b).


     7.04    Limitation on Consolidated Debt. The Company will not permit at any
time the ratio of (a) Consolidated Debt to (b) Adjusted Consolidated EBITDA for
the most recently ended period of four consecutive fiscal quarters of the
Company to be greater than 3.75 to 1.00.


     7.05    Limitation on Priority Debt. The Company will not permit Priority
Debt at any time to exceed 15.00% of Consolidated Tangible Assets as of the end
of the most recently ended fiscal quarter or fiscal year of the Company for
which financial information is reportable pursuant to Sections 6.01(a) and (b).


     7.06    Nature of Business. The Company will not, and will not permit any
Restricted Subsidiary to, engage in any business if, as a result, the general
nature of the business of the Company and its Restricted Subsidiaries, taken as
a whole, which would then be engaged in by the Company and its Restricted
Subsidiaries would be substantially changed from the nature of
the business engaged in by the Company and its Restricted Subsidiaries,
taken as a whole, on the Closing Date.


     7.07    Designation of Unrestricted Subsidiaries. The Company may designate
any newly-formed or newly-acquired Subsidiary as a Restricted Subsidiary or an
Unrestricted Subsidiary; provided that if the Company shall fail to so
designate by the end of the fiscal quarter in which such Subsidiary is formed
or acquired, such Subsidiary shall be deemed to be a Restricted Subsidiary. In
addition, the Company may designate any Restricted Subsidiary as an
Unrestricted Subsidiary and any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that, (a) if such Subsidiary initially is a Restricted
Subsidiary, then such Restricted Subsidiary may be subsequently redesignated as
an Unrestricted Subsidiary and such Unrestricted Subsidiary may be subsequently
designated as a Restricted Subsidiary, but no further changes in designation
may be made; (b) if such Subsidiary initially is an Unrestricted Subsidiary,
then such Unrestricted Subsidiary may be subsequently designated as a
Restricted Subsidiary and such Restricted Subsidiary may be subsequently
redesignated as an Unrestricted Subsidiary, but no further changes in
designation may be made; (c) immediately before and after designation of a
Restricted Subsidiary as an Unrestricted Subsidiary or of an Unrestricted
Subsidiary as a


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Restricted Subsidiary there exists no Default or Event of
Default; and (d) Holdings may not be designated as an Unrestricted Subsidiary.


     7.08    Margin Stock. The Company shall not use the Credits, the Advances
or the Term Loans, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock with in the
meaning of Regulation U of the FRB.


ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES



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


     (a)  Non-Payment of Drawing or Principal Amount. The Company fails to pay
when and as required to be paid herein or in any other Credit Document (i)
within six Business Days after the applicable Reimbursement Date of any drawing
under any Credit, the amount of such drawing (unless within such six Business
Day period a Request for Term Loans has been received pursuant to Section
2.03(b), and such Term Loans are made in accordance with the terms and
conditions of Sections 2.03, 4.02 and 4.03 within 15 Business Days of the
receipt by the Administrative Agent of such Request for Term Loans), or (ii) on
the Maturity Date, the aggregate principal amount of any Term Loan or Advances
outstanding; or


     (b)  Non-Payment of Interest and Other Amounts. The Company defaults in
the payment of any interest on any Letter of Credit Linked Note or Term Note,
any Facility Fee or Fronting Fee due hereunder, or other amount payable
hereunder or under any other Credit Document for more than five (5) Business
Days after the same becomes due and payable; or


     (c)  Specific Covenants. The Company defaults in the performance of or
compliance with (i) Section 7.05, which default is not remedied within ten (10)
Business Days after a Responsible Officer obtaining actual knowledge of such
default, or (ii) Sections 7.02, 7.03, or 7.04; or


     (d)  Other Defaults. The Company defaults in the performance of or
compliance with any term contained herein (other than those referred to in
paragraphs (a), (b) and (c) of this Section 8.01) and such default is not
remedied within thirty (30) days after a Responsible Officer obtaining actual
knowledge of such default; or


     (e)  Representations and Warranties. Any representation or warranty made
in writing by or on behalf of the Company or Holdings or by any officer of the
Company or Holdings in this Agreement or in any writing furnished in connection
with the transactions contemplated hereby proves to have been false or
incorrect in any material respect on the date as of which made; or


     (f)  Cross-Defaults. (i) A default in the payment of any principal of or
premium or make-whole amount or interest on any Material Debt has occurred and
continues beyond any period of grace provided with respect thereto, or (ii) any
other default in the performance of or compliance with any term of any evidence
of any Material Debt or of any mortgage, indenture or other agreement relating
thereto exists, and as a consequence of such default such Material Debt has
become, or has been declared (or one or more Persons are entitled to declare
such Material Debt to be), due and payable before its stated maturity or before
its regularly scheduled dates of


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payment, or (iii) as a consequence of the
occurrence or continuation of any event, (x) the Company or any Restricted
Subsidiary has become obligated to purchase or repay any Material Debt before
its regular maturity or before its regularly scheduled dates of payment, or (y)
one or more Persons have the right to require the Company or any Restricted
Subsidiary so to purchase or repay any Material Debt, or (iv) an event or
condition shall occur which results in an “Event of Default” under the Seven
Year Agreement or the Five Year Agreement; or


     (g)  Failure to Pay Debts; Voluntary Proceedings. The Company, any
Restricted Subsidiary or Holdings (i) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy,
for liquidation or to take advantage of any bankruptcy, insolvency,
reorganization, moratorium or other similar law of any jurisdiction, (iii)
makes an assignment for the benefit of its creditors, (iv) consents to the
appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes
corporate action for the purpose of any of the foregoing; or


     (h)  Involuntary Proceedings. A court or governmental authority of
competent jurisdiction enters an order appointing, without consent by the
Company, any Restricted Subsidiary or Holdings, as applicable, a custodian,
receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, or constituting an order
for relief or approving a petition for relief or reorganization or any other
petition in bankruptcy or for liquidation or to take advantage of any
bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution,
winding-up or liquidation of the Company, any Restricted Subsidiary or
Holdings, or any such petition shall be filed against the Company, any
Restricted Subsidiary or Holdings and such petition shall not be dismissed
within 60 days; or


     (i)  Judgments. A final judgment or judgments for the payment of money
aggregating in excess of 10.00% of Consolidated Net Worth are rendered against
one or more of the Company,
any Restricted Subsidiary or Holdings and which judgments are not, within
60 days after entry thereof, bonded, discharged or stayed pending appeal, or
are not discharged within 60 days after the expiration of such stay; or


     (j)  Invalidity of Holdings Guaranty. If for any reason (other than
payment in full of all obligations under this Agreement, the Letter of Credit
Linked Notes and the Term Notes) the Holdings Guaranty shall cease to be in
full force and effect (other than as expressly provided in Section 11.09 of
this Agreement), or the Company or Holdings (or any other Person on behalf of
the Company or Holdings) shall contest the validity or enforceability of such
Holdings Guaranty, deny that Holdings has any further liability hereunder, or
seek to revoke such Holdings Guaranty; or


     (k)  ERISA. If (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a waiver of
such standards or extension of any amortization period is sought or granted
under Section 412 of the Code, (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC
shall have instituted proceedings under ERISA Section 4042 to terminate or
appoint a


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trustee to administer any Plan or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate “amount of unfunded benefit liabilities”
(within the meaning of Section 4001(a)(18) of ERISA) under all Plans,
determined in accordance with Title IV of ERISA, shall exceed 10.00% of
Consolidated Net Worth, (iv) the Company or any ERISA Affiliate shall have
incurred or is reasonably expected to incur any liability pursuant to Title I
or IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from
any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or
amends any employee welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the Company or any
Subsidiary thereunder; and any such event or events described in clauses (i)
through (vi) above, either individually or together with any other such event
or events, could reasonably be expected to have a Material Adverse Effect; or


     (l)  Change in Control. At any time any Person or group of Persons (within
the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership (within the meaning of Rule
13d-3 promulgated by the Securities and Exchange Commission under said Act) of
25% or more of the outstanding shares of common voting stock of the Company; or
during any period of twelve consecutive calendar months, individuals who were
directors of the Company on the first day of such period (together with any new
directors whose election by such board or whose nomination for election by the
shareholders of the Company was approved by a vote of a majority of the
directors still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved)
shall cease to constitute a majority of the board of directors of the Company.


As used in Section 8.01(k), the terms “employee benefit plan” and “employee
welfare benefit plan” shall have the respective meanings assigned to such terms
in Section 3 of ERISA.


     8.02    Remedies 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 Credit-Linked Lenders, take any or all of the
following actions, which actions shall be taken simultaneously under this
Agreement, the Seven Year Agreement and the Five Year Agreement:


     (a)  declare any obligation of the Issuer to make Credit Extensions and the
obligations of the Lenders to make Term Loans to be terminated, whereupon such
commitments and obligation shall be terminated;


     (b)  declare all amounts owing or payable hereunder (including the
Prepayment Premium, if any) or under any other Credit 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 Company;


     (c)  require that the Company Cash Collateralize the Credit Obligations
(other than Advances and Term Loans) (in an amount equal to the Outstanding
Amount thereof, as such amount may vary from time to time); and


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     (d)  exercise on behalf of itself, the Issuer and the Lenders all rights
and remedies available to it, the Issuer and the Lenders under the Credit
Documents or applicable law;


provided, however, that upon the occurrence of an Event of Default pursuant to
Sections 8.01(g) or (h), any obligation of the Issuer or the Lenders to make
Credit Extensions shall automatically terminate, all unpaid amounts as
aforesaid shall automatically become due and payable, and the obligation of the
Company to Cash Collateralize the Credit Obligations (other than Advances and
Term Loans) as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.


     Thereafter, at the request of the Required Lenders, the Administrative
Agent shall (x) withdraw from the Credit-Linked Deposit Account and distribute
to the Lenders an amount equal to the excess of the Total Credit-Linked Deposit
over the Outstanding Amount of the Credit Obligations (other than Advances and
Term Loans), and (y) subject to, and to the extent of, the Company’s compliance
with any Cash Collateralization requirements as aforesaid, withdraw from the
Credit-Linked Deposit Account and distribute to the Lenders the aggregate
amount of any remaining Credit-Linked Deposits to the extent of the amount
credited to the Credit-Linked Deposit Account; in each case subject to any
notice required pursuant to the Money Market Account Agreement.


     8.03    Application of Funds. After the exercise of remedies provided for
in Section 8.02 (or after the obligations of the Issuer to make Credit
Extensions have been automatically terminated and the Credit Obligations have
automatically been required to be Cash Collateralized as set forth in the
proviso to Section 8.02), any amounts received by the Administrative Agent, the
Issuer or the Lenders on account of the Credit Obligations shall be applied by
the Administrative Agent in the following order:


     First, to payment of fees, indemnities, expenses and other amounts
(including interest thereon, Attorney Costs and amounts payable under Article
III) payable to the Administrative Agent in its capacity as such;


     Second, to payment of fees, indemnities and other amounts (excluding
principal and interest on any Borrowings but including interest, if any, on any
such fees, indemnities and other amounts) payable to the Issuer and the Lenders
(including Attorney Costs 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 Credit Obligations constituting
accrued and unpaid interest on the Borrowings, to the Issuer and ratably among
the Lenders in proportion to the respective amounts described in this clause
Third payable to them;


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


     Fifth, to the Administrative Agent for the account of the Issuer, to Cash
Collateralize that portion of Credit Obligations comprised of the aggregate
undrawn amount of Credits; and


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


     Subject to Section 2.01(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Credits pursuant to clause Fifth above shall be
applied to satisfy drawings under such Credits as they occur. If any amount
remains on deposit as Cash Collateral after all Credits have either been fully
drawn or expired, such remaining amount shall be applied to the other Credit
Obligations, if any, in the order set forth above.


ARTICLE IX

ADMINISTRATIVE AGENT



     9.01 Appointment and Authorization of Administrative Agent. (a) Each of
the Lenders and the Issuer hereby irrevocably appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Credit Document and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any other Credit Document, together with such powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere herein or in any other Credit Document, the
Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth herein, nor shall the Administrative Agent have or be
deemed to have any fiduciary relationship with the Issuer, any Lender or
participant, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other
Credit Document or otherwise exist against the Administrative Agent. Without
limiting the generality of the foregoing sentence, the use of the term “agent”
herein and in the other Credit Documents with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable Law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.


     (b)  The Issuer shall act on behalf of the Lenders with respect to any
Credits issued by it and the Issuer Documents associated therewith, and the
Issuer shall have all of the benefits and immunities (i) provided to the
Administrative Agent in this Article IX (other than Section 9.07) with respect
to any acts taken or omissions suffered by the Issuer in connection with
Credits issued by it or proposed to be issued by it and the Issuer Documents
pertaining to such Credits as fully as if the term “Administrative Agent” as
used in this Article IX and in the definition of “Agent-Related Person”
included the Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the Issuer.


     9.02 Delegation of Duties. The Administrative Agent may execute any of
its duties under this Agreement or any other Credit Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.


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     9.03    Liability of Administrative Agent. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Credit Document or the
transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein),
or (b) be responsible in any manner to any Lender or participant for any
recital, statement, representation or warranty made by any Credit Party or any
officer thereof, contained herein or in any other Credit Document, or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Credit Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other
Credit Document, or for any failure of any Credit Party or any other party to
any Credit Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender or participant
to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Credit
Document, or to inspect the properties, books or records of any Credit Party or
any Affiliate thereof.


     9.04    Reliance by Administrative Agent. (a) The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, electronic mail message, statement or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons, and upon advice and statements of legal
counsel (including counsel to any Credit Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Credit Document unless it shall first receive such advice or concurrence of the
Required Credit-Linked Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Credit Document in accordance with a request
or consent of the Required Lenders or Required Credit-Linked Lenders, as
applicable (or such greater number of Lenders as may be expressly required
hereby in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.


     (b)  For purposes of determining compliance with the conditions specified
in Section 4.01, each Lender that has signed this Agreement shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or
acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.


     9.05    Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from the
Issuer, a Lender or the Company referring to this Agreement, describing


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such
Default or Event of Default and stating that such notice is a “notice of
default.” The Administrative Agent will notify the Lenders of its receipt of
any such notice. The Administrative Agent shall take such action with respect
to such Default or Event of Default as may be directed by the Required
Credit-Linked Lenders in accordance with Article VIII; provided, however, that
unless and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.


     9.06    Credit Decision; Disclosure of Information by Administrative Agent.
Each Lender and the Issuer acknowledges that no Agent-Related Person has made
any representation or warranty to it, and that no act by the Administrative
Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Credit Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender and the Issuer represents to the Administrative Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Credit
Parties and their respective Subsidiaries, and made its own decision to enter
into this Agreement and to extend credit to the Company and any other Credit
Parties hereunder. Each Lender and the Issuer hereby acknowledge that it has
not relied on any Agent-Related Person (other than as a recipient of legal
opinions of counsel to the Administrative Agent delivered pursuant to Section
4.01(a)(vi)) with respect to any bank or other regulatory Laws relating to the
transactions contemplated hereby. Each Lender and the Issuer
also represents that it will, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement
and the other Credit Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Company and the other
Credit Parties. Except for notices, reports and other documents expressly
required to be furnished to the Issuer and the Lenders by the Administrative
Agent herein, the Administrative Agent shall not have any duty or
responsibility to provide the Issuer or any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Credit Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.


     9.07    Indemnification of Administrative Agent. The Lenders shall
indemnify upon demand, in Dollars, the Administrative Agent, in its capacity as
Administrative Agent, and the Affiliates (to the extent such Affiliates are
acting for the Administrative Agent in such capacity), officers, directors,
employees, agents and attorneys-in-fact thereof who are acting for or on behalf
of the Administrative Agent (pursuant to the express authorization of, or by
express delegation from, the Administrative Agent) in connection with this
Agreement (to the extent not reimbursed by or on behalf of any Credit Party and
without limiting the obligation of any Credit Party to do so), pro rata in
accordance with its Pro Rata Share, and hold harmless each such


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Person from and
against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including reasonable Attorney Costs) of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such Person
in any way relating to or arising out of or in connection with (before or after
the Closing Date) the execution, delivery, enforcement, performance or
administration of any Credit Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby (the “Agent
Indemnified Liabilities”), incurred by any such Person in connection with the
Administrative Agent’s exercise of powers and performance of duties expressly
provided for under this Agreement; provided, however, that no Lender shall be
liable for the payment to any such Person of any portion of such Agent
Indemnified Liabilities resulting from such Person’s own gross negligence or
willful misconduct; and provided further, however, that no action taken in
accordance with the directions of the Required Lenders or Required
Credit-Linked Lenders, as applicable, shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section; and provided
further, however, that the Agent Indemnified Liability was incurred by or
asserted against the Administrative Agent in its capacity as such, or such
Affiliate or other Person acting for the Administrative Agent in such capacity.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for such Lender’s Pro Rata Share of any costs
or out-of-pocket expenses (including reasonable Attorney Costs) incurred by the
Administrative Agent (i) in connection with any enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or
the other Credit Documents (including all such costs and expenses incurred
during any “workout” or restructuring in respect of the Credit Obligations and
during any legal proceeding, including any proceeding under any Debtor Relief
Law), or (ii) otherwise, while an Event of Default exists, to the extent that
the Administrative Agent is not
reimbursed for such expenses by or on behalf of the Company within 30 days
after demand therefor; provided in each case that such cost or expense was
incurred by the Administrative Agent in its capacity as such; and provided,
however, in each case that before making any demand on the Lenders for
reimbursement of any such cost or expense, the Administrative Agent shall have
first requested the Company to pay such amounts and made a good faith
determination that the Company will not honor such request. Notwithstanding the
foregoing, no Lender shall be liable for any indirect, special, punitive or
consequential damages claimed by any Person under this Section 9.07 (other than
such damages claimed by such Person as a result of such damages being claimed
against such Person by a third party). The undertaking in this Section shall
survive termination of the Credit-Linked Deposits, the payment of all other
Credit Obligations and other amounts due hereunder and the resignation of the
Administrative Agent. Notwithstanding the foregoing, (a) no Lender shall be
obligated to reimburse or indemnify the Administrative Agent, in its capacity
as Administrative Agent, and the Affiliates (to the extent such Affiliates are
acting for the Administrative Agent in such capacity), officers, directors,
employees, agents and attorneys-in-fact thereof, in respect of the transactions
contemplated by Section 10.19 resulting from a Deposit Account Interest
Non-Payment Event or in respect of any other nonpayment of funds owing to the
Lenders, if such other nonpayment results solely from the Administrative
Agent’s nonperformance of its paying agency duties hereunder (and not from any
action or inaction of the Company or any other unrelated Person), and (b) no
Lender shall be obligated to reimburse or indemnify BAS.


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     9.08    Administrative Agent in its Individual Capacity. Bank of America
and its Affiliates may make loans to, issue letters of credit and guarantees or
other undertakings for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with each of the Credit Parties and
their respective Affiliates as though Bank of America were not the
Administrative Agent or the Issuer hereunder and without notice to or consent
of the Lenders. The Lenders acknowledge that, pursuant to such activities,
Bank of America or its Affiliates may receive information regarding any Credit
Party or its Affiliates (including information that may be subject to
confidentiality obligations in favor of such Credit Party or such Affiliate)
and acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them.


     9.09    Successor Administrative Agent. The Administrative Agent may resign
as Administrative Agent upon 30 days’ notice to the Lenders; provided that any
such resignation by Bank of America shall also constitute its resignation as
Issuer under this Agreement; provided, however, the Administrative Agent may
not resign if (i) it is the Issuer of any outstanding Credits under this
Agreement or (ii) any Credit-Linked Deposits of any Lender exist. If the
Administrative Agent resigns under this Agreement, the Required Credit-Linked
Lenders shall appoint a successor administrative agent for the Lenders which
successor administrative agent shall require the consent of the Company at all
times other than during the existence of any Default or Event of Default (which
consent of the Company shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Credit-Linked Lenders and the Company, a successor
administrative agent from among the Credit-Linked Lenders with the consent of
such Credit-Linked Lender and the consent of the Company (which consent of the
Company shall be required at all times other than during the
existence of any Default or Event of Default and shall not be unreasonably
withheld or delayed). The successor administrative agent under this Agreement,
the Seven Year Agreement and the Five Year Agreement shall at all times be the
same Person. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term “Administrative Agent” shall mean
such successor administrative agent, and the retiring Administrative Agent’s
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.04 and
10.05 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement.


ARTICLE X

MISCELLANEOUS



     10.01    Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Credit Document (other than Issuer Documents to the
extent permitted by Section 2.01(b)), and no consent to any departure by the
Company or any other Credit Party therefrom (other than a departure of Holdings
pursuant to Section 11.09 of this Agreement), shall be effective unless (A) in
writing signed by the Required Credit-Linked Lenders and the Company or the
applicable Credit Party, as the case may be, and acknowledged by the
Administrative


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Agent and (B) a corresponding amendment, waiver or consent under
(i) the Seven Year Agreement and (ii) the Five Year Agreement is also effective
(it being understood that the same terms and conditions with respect to such
amendment, waiver or consent shall apply to all Credit-Linked Lenders), 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, without the written consent of each Lender
with Credit Obligations directly affected (whose consent shall be required for
any such amendment, waiver or consent in addition to that of the Required
Credit-Linked Lenders):


     (a)  waive any condition set forth in Section 4.01;


     (b)  extend the Maturity Date or increase the Credit-Linked Deposit of any
Lender (or reinstate any obligation to make Credit Extensions terminated
pursuant to Section 8.02 in which such Lender participates);


     (c)  postpone any date fixed by this Agreement or any other Credit Document
(other than Issuer Documents to the extent permitted by Section 2.01(b)) for
any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Credit Document (other than
Issuer Documents to the extent permitted by Section 2.01(b));


     (d)  reduce the principal of, or the rate of interest specified herein on,
any Borrowing, or (subject to clause (iii) of the proviso below) any fees or
other amounts payable hereunder or under any other Credit Document (other than
Issuer Documents to the extent permitted by Section 2.01(b)); provided,
however, that only the consent of the Required Credit-Linked Lenders shall be
necessary to amend the definition of “Default Rate,” the amount of any increase
in the Applicable Rate pursuant to the definition thereof during the
existence of any Event of Default, or the interest rate applicable from time to
time to Borrowings under Section 2.04(a)(ii), or to waive any obligation of the
Company to pay interest at the Default Rate or at the rate set forth in Section
2.04(a)(ii), or to increase the Applicable Rate during the existence of an
Event of Default;


     (e)  change Section 2.08 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby;


     (f)  change any provision of this Section 10.01, or the definition of
“Required Credit-Linked Lenders”, “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; or


     (g)  release Holdings from any of the Guaranteed Obligations under the
Holdings Guaranty (other than as expressly provided in Section 11.09 of this
Agreement);


and, provided further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Issuer in addition to the Lenders required above,
modify or waive any provision of Section 2.01(a) (including defined terms used
therein) or otherwise affect the rights or duties of the Issuer under this
Agreement or any Issuer Document relating to any Credit issued or to be issued
by it; (ii) no amendment, waiver or consent shall, unless in writing and signed
by the


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Administrative Agent in addition to the Lenders required above, affect
the rights or duties of the Administrative Agent under this Agreement or any
other Credit Document; and (iii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the respective
parties thereto.


     10.02    Notices and Other Communications; Facsimile Copies.


     (a)  General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder shall be in writing (including by
facsimile transmission). All such written notices shall be mailed, faxed or
delivered to the applicable address, facsimile number or (subject to subsection
(c) below) electronic mail address, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:


          (i) if to the Company, Holdings, the Administrative Agent or the Issuer,
to the address, facsimile number, electronic mail address or telephone number
specified for such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by
such party in a notice to the other parties; and



          (ii) if to any other Lender, to the address, facsimile number, electronic
mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or
telephone number as shall be designated by such party in a notice to the
Company, the Administrative Agent and the Issuer.



     All such notices and other communications shall be deemed to be given or
made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or
on behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by
facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent and the Issuer
pursuant to Article II shall not be effective until actually received by any
such Person. In no event shall a voicemail message be effective as a notice,
communication or confirmation hereunder.


     (b)  Effectiveness of Facsimile Documents and Signatures. Credit Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Credit
Parties, the Administrative Agent, the Issuer and the Lenders. The
Administrative Agent may also require that any such documents and signatures be
confirmed by a manually-signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.


     (c)  Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, other
than financial statements and other similar information, and to distribute
Credit Documents for execution by the parties thereto, and may not be used for
any other purpose.


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     (d)  Reliance by Administrative Agent, the Issuer and Lenders. The
Administrative Agent, the Issuer and the Lenders shall be entitled to rely and
act upon any notices purportedly given by or on behalf of the Company 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 Company shall indemnify each Agent-Related Person,
each Issuer-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Company. All telephonic notices to
and other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.


     10.03    No Waiver; Cumulative Remedies. No failure by any Lender, the
Issuer 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 or therein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.


     10.04    Attorney Costs, Expenses and Taxes. The Company agrees (a) (i) to
pay or reimburse each of the Administrative Agent, the Issuer and special
counsel for the Lenders for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of this
Agreement and the other Credit Documents (whether or not the
transactions contemplated hereby are consummated), and the consummation
and administration of the transactions contemplated hereby, including all
reasonable Attorney Costs, expenses and disbursements and (ii) to pay or
reimburse each of the Administrative Agent, the Issuer and each Lender for all
reasonable costs and expenses incurred in connection with any amendment,
waiver, consent or other modification of the provisions of this Agreement and
the other Credit Documents (whether or not the transactions contemplated
thereby are consummated), including without limitation any out-of-pocket costs
and expenses incurred in connection with the transactions contemplated by
Section 10.19 of this Agreement, and the consummation and administration of the
transactions contemplated thereby, including all reasonable Attorney Costs,
expenses and disbursements, but excluding any such costs, expenses, attorneys’
fees, and disbursements of the Issuer and the Administrative Agent in
connection with the transactions contemplated in Section 10.19 resulting from a
Deposit Account Interest Non-Payment Event; and (b) to pay or reimburse the
Administrative Agent, the Issuer and each Lender for all costs and expenses
incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Credit
Documents (including all such costs and expenses incurred during any “workout”
or restructuring in respect of the Credit Obligations and during any legal
proceeding, including any proceeding under any Debtor Relief Law), including
all Attorney Costs. The foregoing costs and expenses shall include all search,
filing, recording, title insurance and appraisal charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent, the Issuer or any Lender.
All amounts due under this Section 10.04 shall be payable within ten Business
Days after demand therefor. The agreements in this Section 10.04 shall


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survive
the termination of the Credit-Linked Deposits and repayment of all Credit
Obligations and all other amounts due hereunder.


     10.05    Indemnification by the Company. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify and hold
harmless each Agent-Related Person, each Issuer-Related Person, each Lender and
their respective Affiliates, directors, officers, employees, counsel, agents
and attorneys-in-fact (collectively, the “Indemnitees”) from and against any
and all liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses and disbursements (including
reasonable Attorney Costs) of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against any such Indemnitee in any
way relating to or arising out of or in connection with (before or after the
Closing Date) (a) the execution, delivery, enforcement, performance or
administration of any Credit Document or any other agreement, letter or
instrument delivered in connection with the transactions contemplated thereby
or the consummation of the transactions contemplated thereby, including without
limitation the transactions contemplated by Section 10.19 of this Agreement but
excluding any such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
of the Issuer and the Administrative Agent in connection with the transactions
contemplated in Section 10.19 resulting from a Deposit Account Interest
Non-Payment Event, (b) any Credit-Linked Deposit, Credit or the use or proposed
use of the proceeds therefrom (including any refusal by the Issuer to honor a
demand for payment under a Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Credit), or (c) any
actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any
other theory (including any investigation of, preparation for, or defense of
any pending or threatened claim, investigation, litigation or proceeding) and
regardless of whether any Indemnitee is a party thereto (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, whether or not
caused by or arising, in whole or in part, out of the negligence of the
Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements 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. No Indemnitee shall be liable for any indirect,
special, punitive or consequential damages relating to this Agreement or any
other Credit Document or arising out of its activities in connection herewith
or therewith (whether before or after the Closing Date). Notwithstanding the
foregoing, the Company shall not be liable for any indirect, special, punitive
or consequential damages claimed by an Indemnitee in connection with the
transactions contemplated by Section 10.19 of this Agreement (other than such
damages claimed by an Indemnitee as a result of such damages being claimed
against such Indemnitee by a third party). All amounts due under this Section
10.05 shall be payable within ten Business Days after demand therefor. The
agreements in this Section shall survive the resignation of the Administrative
Agent, the replacement of any Lender, the termination of the Credit-Linked
Deposits and the repayment, satisfaction or discharge of all the other Credit
Obligations.


     10.06    Payments Set Aside. To the extent that any payment by or on behalf
of the Company is made to the Administrative Agent, the Issuer or any Lender,
or the Administrative


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Agent, the Issuer or any Lender exercises its right of
set-off, and such payment or the proceeds of such set-off 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 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 set-off had not occurred, and (b) the Issuer and each
Lender severally agree to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or paid 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 Federal Funds Rate from time
to time in effect, in the applicable currency of such recovery or payment.


     10.07    Successors and Assigns. (a) The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Company may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Issuer 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 10.07, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section 10.07, (iii)
by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f) of this Section 10.07 (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 10.07 and, to the extent expressly contemplated
hereby, the Indemnitees) any legal or equitable right, remedy or claim under or
by reason of this Agreement.


     (b)  Any Lender may at any time assign to another Lender or to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Credit-Linked Deposit and Credit
Obligations at the time owing to it); provided that unless such assignment is
to another Lender (i) upon such assignment, the aggregate principal amount of
the Credit-Linked Deposit and Credit Obligations held by the assignee,
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 $5,000,000; (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 Credit Obligations and the
Credit-Linked Deposit assigned; and (iii) the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption.
Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section 10.07, 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


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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, 3.02, 3.03, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, the
Company (at its expense) shall execute and deliver a Letter of Credit Linked
Note and one or more Term Notes to the assignee Lender. 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 Agreement
as a sale by such Lender of a Participation in such rights and obligations in
accordance with subsection (d) of this Section 10.07.


     (c)  The Administrative Agent, acting solely for this purpose as an agent
of the Company, 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 Credit-Linked
Deposit of, and amounts of the Credit Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive absent manifest error and the Company, the
Administrative Agent, the Issuer 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 Company, the
Issuer and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


     (d)  Any Lender may at any time, without notice to or the consent of the
Administrative Agent, sell participations to any Person (other than a natural
person or the Company or any of the
Company’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 Credit-Linked Deposit and/or such Lender’s
Term Loans and/or Participations in Credit Obligations 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 Company, the
Administrative Agent, the Issuer and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and 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 directly
affects such Participant. Subject to subsection (e) of this Section 10.07, the
Company agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.02 and 3.03 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to subsection (b) of this Section
10.07. To the extent permitted by Law, each Participant also shall be entitled
to the benefits of Section 10.09 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.09 as though it were a Lender.


     (e)  A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.05 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is


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made with the Company’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
Company is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Company, to comply with Section
10.15 as though it were a Lender.


     (f)  Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; 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)  Assignment of Credit-Linked Deposit. The Credit-Linked Deposit funded
by any Lender under Section 2.01(c)(ii) shall not be released in connection
with any assignment of its Credit-Linked Deposit, but shall instead be
purchased by the relevant assignee and continue to be held for application (if
not already applied in accordance with the terms of Section 2.01(c)(ii) or
2.03) pursuant to Section 2.01(c)(ii) in respect of such assignee’s obligations
under the Credit-Linked Deposit assigned to it.


     10.08    Confidentiality. For the purposes of this Section 10.08,
“Confidential Information” means information delivered to the Administrative
Agent, the Issuer or any Lender by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by it as
being confidential information of the Company or such Subsidiary, provided that
such term does not include information that (a) was publicly known or otherwise
known to it prior to the time of such disclosure, (b) subsequently becomes
publicly known through no act or omission by it or any Person acting on its
behalf, (c) otherwise becomes known to it other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to
it under Section 6.01 that are otherwise publicly available. Each of the
Administrative Agent, the Issuer and the Lenders will maintain the
confidentiality of such Confidential Information delivered to or received by it
in accordance with procedures adopted by it in good faith to protect
confidential information of third parties delivered to it, provided that the
Administrative Agent, the Issuer or any Lender may deliver or disclose
Confidential Information to (i) its directors, officers, employees, agents,
attorneys and Affiliates (to the extent such disclosure reasonably relates to
the administration of the Credit Documents by the Administrative Agent, the
Issuer or any Lender), (ii) its financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 10.08, (iii) any
other party to this Agreement, (iv) any Eligible Assignee to which any Lender
sells or offers to sell its Credit-Linked Deposit and Credit Obligations or any
part thereof or any Participation therein (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 10.08), (v) any Person from which it offers to
purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 10.08), (vi) any federal or state regulatory
authority having jurisdiction over it, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about its
investment portfolio, or


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(viii)  any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with any
law, rule, regulation or order applicable to it, (x) in response to any
subpoena or other legal process, (y) in connection with any litigation to which
it is a party or (z) if an Event of Default has occurred and is continuing, to
the extent it may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under the Letter of Credit Linked Notes, the Term Notes and this
Agreement. Each Eligible Assignee, by its execution of an Assignment and
Assumption, will be deemed to have agreed to be bound by and to be entitled to
the benefits of this Section 10.08 as though it were a party to this Agreement.
Notwithstanding anything herein to the contrary, “Confidential Information”
shall not include, and the Issuer, the Administrative Agent and each Lender may
disclose without limitation of any kind, any information with respect to the
“tax treatment” and “tax structure” (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Issuer, the Administrative Agent or such Lender relating to
such tax treatment and tax structure; provided that with respect to any
document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Credits,
Advances, Term Loans and transactions contemplated hereby.


     10.09    [Intentionally Omitted].


     10.10    Representations and Warranties of Each Lender. Each Lender (for
itself, and not for any other Lender) represents and warrants to the Issuer and
the Company:


     (a)  Purchase for Investment. Such Lender is an institutional “accredited
investor” within the meaning of subparagraphs (1), (2), (3) or (7) of Rule
501(a) promulgated under the Securities Act. Such Lender represents that it is
purchasing its Participation in this Agreement, its Letter of Credit Linked
Note and its Term Notes, if any, for its own account or for one or more
separate accounts maintained by it or for the account of one or more pension or
trust funds and not with a view to the distribution thereof, provided that the
disposition of its or their property shall at all times be within its or their
control. Such Lender understands that the Letter of Credit Linked Notes and
Term Notes have not been registered under the Securities Act and may be resold
only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that
the Issuer, the Administrative Agent and the Company are not required to
register the Letter of Credit Linked Notes and Term Notes.


     (b)  Source of Funds. Such Lender represents that at least one of the
following statements is an accurate representation as to each source of funds
(a “Source”) to be used by it to pay the purchase price of its Participation in
this Agreement:


          (i) the Source is an “insurance company general account” (as the term is
defined in the United States Department of Labor’s Prohibited Transaction
Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as
defined by the annual statement for life insurance companies approved by the
National Association of Insurance Commissioners (the “NAIC Annual Statement”))
for the general account contract(s) held by or on behalf of any



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employee
benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit
plans maintained by the same employer (or affiliate thereof as defined in PTE
95-60) or by the same employee organization in the general account do not
exceed 10% of the total reserves and liabilities of the general account
(exclusive of separate account liabilities) plus surplus as set forth in the
NAIC Annual Statement filed with such Lender’s state of domicile; or


          (ii) the Source is a separate account that is maintained solely in
connection with such Lender’s fixed contractual obligations under which the
amounts payable, or credited, to any employee benefit plan (or its related
trust) that has any interest in such separate account (or to any participant or
beneficiary of such plan (including any annuitant)) are not affected in any
manner by the investment performance of the separate account; or



          (iii) the Source is either (A) an insurance company pooled separate
account, within the meaning of PTE 90-1 or (B) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such
Lender to the Issuer and the Company in writing pursuant to this clause (iii),
no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated
to such pooled separate account or collective investment fund; or



          (iv) the Source constitutes assets of an “investment fund” (within the
meaning of Part V of PTE 84-14 (the “QPAM Exemption”) managed by a “qualified
professional asset
manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption),
no employee benefit plan’s assets that are included in such investment fund,
when combined with the assets of all other employee benefit plans established
or maintained by the same employer or by an affiliate (within the meaning of
Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee
organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Section I(c) and (g) of the QPAM
Exemption are satisfied, neither the QPAM nor a person controlling or
controlled by the QPAM (applying the definition of “control” in Section V(e) of
the QPAM Exemption) owns a 5% or more interest in the Issuer or the Company and
(i) the identity of such QPAM and (ii) the names of all employee benefit plans
whose assets are included in such investment fund have been disclosed to the
Issuer and the Company in writing pursuant to this clause (iv); or



          (v) the Source constitutes assets of one or more “plans” (within the
meaning of Part IV of PTE 96-23 (the “INHAM Exemption”)) managed by an
“in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM
exemption), the conditions of Section I(a), (g) and (h) of the INHAM Exemption
are satisfied, neither the INHAM nor a person controlling or controlled by the
INHAM (applying the definition of “control” in Section IV(d)(3) of the INHAM
Exemption) owns a 5% or more interest in the Issuer or the Company and (A) the
identity of such INHAM and (B) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Issuer and the
Company in writing pursuant to this clause (v); or



          (vi) the Source is a governmental plan; or



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          (vii) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans, each of
which has been identified to the Issuer and the Company in writing pursuant to
this clause (vii); or



          (viii) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA.



     As used in this Section 10.10(b), the terms “employee benefit plan”,
“governmental plan”, “party in interest” and “separate account” shall have the
respective meanings assigned to such terms in Section 3 of ERISA.


     (c)  Authorization; Enforceability. The execution, delivery and performance
of this Agreement has been duly authorized by all necessary corporate action on
the part of such Lender. This Agreement has been duly executed and delivered
by such Lender and is the legally valid and binding obligation of such Lender,
enforceable against such Lender in accordance with its terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors’ rights generally or by equitable principles.


     (d)  No Withholding. As of the date hereof and as of the date of any
assignment under Section 10.07 (after giving effect thereto), no Lender is
subject to United States federal withholding taxes on amounts payable pursuant
to the terms of this Agreement. Each Lender has delivered to the
Administrative Agent all forms required pursuant to Section 10.15(b) to ensure
that the Administrative Agent shall not be required to effect any
withholding with respect to any amounts payable pursuant to the terms of this
Agreement.


     10.11    Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     10.12    Integration. This Agreement, together with the other Credit
Documents, comprises the complete and integrated agreement of the parties on
the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Credit Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent, the
Issuer or the Lenders in any other Credit Document shall not be deemed a
conflict with this Agreement. Each Credit Document was drafted with the joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.


     10.13    Survival of Representations and Warranties. All representations and
warranties made hereunder and in any other Credit 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, the Issuer and each Lender, regardless of any
investigation made by the Administrative Agent, the Issuer or any Lender or on
their behalf and notwithstanding that the Administrative Agent, the Issuer or
any Lender may have had notice or


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knowledge of any Default or Event of Default
at the time of any Credit Extension, and shall continue in full force and
effect as long as any Credit Obligation or any other Credit Obligation shall
remain unpaid or unsatisfied or any Credit shall remain outstanding.


     10.14   Severability. If any provision of this Agreement or the other
Credit 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 Credit 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.


     10.15    Tax Forms. (a) (i) Each Lender and the Issuer that is not a
“United States person” within the meaning of Section 7701(a)(30) of the Code (a
“Foreign Lender”) shall deliver to the Administrative Agent, prior to receipt
of any payment subject to withholding under the Code (or upon accepting an
assignment of an interest herein), two duly signed completed copies of either
IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and
entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Foreign Lender by the Company pursuant to this
Agreement) or IRS Form W-8ECI or any successor thereto (relating to all
payments to be made to such Foreign Lender by the Company pursuant to this
Agreement), and, if necessary, such other evidence satisfactory to the
Company and the Administrative Agent that such Foreign Lender is entitled
to an exemption from, or reduction of, U.S. withholding tax, including any
exemption pursuant to Section 881(c) of the Code. Thereafter and from time to
time, each such Foreign Lender shall (A) promptly submit to the Administrative
Agent such additional duly completed and signed copies of one of such forms (or
such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is
satisfactory to the Company and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to such Foreign Lender by the Company pursuant to this
Agreement, (B) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction, and (C) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Foreign Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that the Company make any deduction or
withholding for taxes from amounts payable to such Foreign Lender.


          (ii) Each Foreign Lender, to the extent it does not act or ceases to act
for its own account with respect to any portion of any sums paid or payable to
such Foreign Lender under any of the Credit Documents (for example, in the case
of a typical participation by such Foreign Lender), shall deliver to the
Administrative Agent on the date when such Foreign Lender ceases to act for its
own account with respect to any portion of any such sums paid or payable, and
at such other times as may be necessary in the determination of the
Administrative Agent (in the reasonable exercise of its discretion), (A) two
duly signed completed copies of the forms or statements required to be provided
by such Foreign Lender as set forth above, to establish the



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portion of any such
sums paid or payable with respect to which such Foreign Lender acts for its own
account that is exempt from, or subject to a reduced rate of, U.S. withholding
tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any
successor thereto), together with any information such Foreign Lender chooses
to transmit with such form, and any other certificate or statement of exemption
required under the Code, to establish that such Foreign Lender is not acting
for its own account with respect to a portion of any such sums payable to such
Foreign Lender.


          (iii) The Company shall not be required to pay any additional amount to any
Foreign Lender under Section 3.01 (A) with respect to any Taxes required to be
deducted or withheld on the basis of the information, certificates or
statements of exemption such Foreign Lender transmits with an IRS Form W-8IMY
pursuant to this Section 10.15(a) or (B) if such Foreign Lender shall have
failed to satisfy the foregoing provisions of this Section 10.15(a); provided
that if such Foreign Lender shall have satisfied the requirement of this
Section 10.15(a) on the date such Foreign Lender became a Lender or ceased to
act for its own account with respect to any payment under any of the Credit
Documents, nothing in this Section 10.15(a) shall relieve the Company of its
obligation to pay any amounts pursuant to Section 3.01 in the event that, as a
result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof, such Foreign Lender is no longer properly entitled to
deliver forms, certificates or other evidence at a subsequent date establishing
the fact that such Foreign Lender or other Person for the account of
which such Foreign Lender receives any sums payable under any of the
Credit Documents is not subject to withholding or is subject to withholding at
a reduced rate.



          (iv) The Administrative Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Credit
Documents with respect to which the Company is not required to pay additional
amounts under this Section 10.15(a) or Section 3.01.



     (b)  Upon the request of the Administrative Agent, the Issuer and each
Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent two duly
signed completed copies of IRS Form W-9. If the Issuer or such Lender fails to
deliver such forms, then the Administrative Agent may withhold from any
interest payment to the Issuer or such Lender an amount equivalent to the
applicable back-up withholding tax imposed by the Code, without reduction.


     (c)  If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of the Issuer or any
Lender, the Issuer or such Lender shall indemnify the Administrative Agent
therefor, including all penalties and interest, any taxes imposed by any
jurisdiction on the amounts payable to the Administrative Agent under this
Section, and costs and expenses (including reasonable Attorney Costs) of the
Administrative Agent. The obligation of the Issuer and the Lenders under this
Section shall survive the termination of the Credit-Linked Deposits, repayment
of all Credit Obligations and all other amounts due hereunder and the
resignation or replacement of the Administrative Agent.


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     10.16    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT, THE ISSUER AND EACH LENDER SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING
IN NEW YORK OR OF THE UNITED STATES FOR SOUTHERN DISTRICT OF SUCH STATE, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY CONSENTS, FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
THE COMPANY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF ANY CREDIT DOCUMENT OR OTHER DOCUMENT RELATED
THERETO.


     10.17    Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY
CREDIT DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


     10.18    Time of the Essence. Time is of the essence of the Credit
Documents.


     10.19    Credit Rating Downgrade Event or Deposit Account Interest
Non-Payment Event. (a) For purposes of this Section 10.19, (i) the term
“Credit Rating Downgrade Event” means that the credit ratings established by
S&P and Moody’s with respect to the senior, unsecured long-term, non-credit
enhanced debt securities (“Long-Term Debt”) of Bank of America Corporation have
been lowered below “A-” by S&P and below “A3” by Moody’s or that the Long-Term
Debt of Bank of America Corporation has ceased to be rated by S&P and Moody’s
for a period of more than ten (10) consecutive Business Days, in each case as
evidenced by the public announcement thereof; provided that if the credit
ratings established for the Long-Term Debt of Bank of America Corporation by
either S&P or Moody’s are unavailable for any reason, the rating established by
the other rating agency shall be used for purposes of this Section 10.19; and
(ii) the term “Deposit Account Interest Non-Payment Event” means that an


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interest payment in respect of the Credit-Linked Deposits payable pursuant to
Section 2.01(j)(i) shall not have been made by Bank of America and distributed
by the Administrative Agent to the Lenders pursuant to Section 2.01(j)(i)
within five (5) Business Days of when due. The Administrative Agent will
promptly notify each Lender (A) after officers within the agency management
group (or similar group performing the functions of the present agency
management group) of Bank of America obtain knowledge, if a Credit Rating
Downgrade Event has occurred, and (B) if a Deposit Interest Non-Payment Event
has occurred.


     (b)  In the event that a Credit Rating Downgrade Event or a Deposit Account
Interest Non-Payment Event has occurred and is continuing, the Required Lenders
may, by notice to the Administrative Agent and the Company (each a “Required
Notice”), identify the Credit Rating Downgrade Event or Deposit Account
Interest Non-Payment Event which then exists, and request that either of the
following actions be taken, and upon such request the Company, the
Administrative Agent, the Issuer and the Lenders agree to use reasonable
commercial efforts to cause such action to be taken:


          (i) A new deposit account (the “New Account”) shall be opened by the
Administrative Agent at a bank which has a credit rating of at least “A+” from
S&P and “A1” from Moody’s (the “New Depository Bank”). The New Depository
Bank, the Administrative Agent, the Issuer, the Company and the Lenders shall
execute such documents as may be reasonably necessary or appropriate so that
the Issuer is granted by the Administrative Agent and the Lenders a first
priority perfected security interest in the New Account securing the
Participations. Upon execution and delivery of such documents (including
customary legal opinions), and evidence reasonably satisfactory to the Issuer
of perfection with first priority of such security interest, all funds then
held in the Credit-Linked Deposit Account shall be transferred in immediately
available funds to the New Depository Bank for credit to the New Account.
Thereafter, the New Account shall be deemed to be the “Credit-Linked Deposit
Account” under this Agreement and the provisions of this Agreement relating to
the Credit-Linked Deposit Account shall apply mutatis mutandis to the New
Account. Except for the transfer of the Credit-Linked Deposit Account as
provided above, the rights of the Administrative Agent, on behalf of the Issuer
and the Lenders, in and to the Credit-Linked Deposit Account hereunder shall
remain unchanged and in full force and effect.



          In the event that the interest payable by the New Depository Bank on the
funds on deposit in the New Account is less than the interest set forth in
Section 2.01(j)(i) of this Agreement with respect to the Total Credit-Linked
Deposit, then the Company shall pay such additional amounts at such times as
may be required so that the Lenders receive no less than the interest payable
under Section 2.01(j)(i), at the times set forth in Section 2.01(j)(i). If a
Deposit Account Interest Non-Payment Event has triggered the procedures set
forth in this Section 10.l9(b), then Bank of America shall (A) indemnify the
Company for all additional amounts the Company pays pursuant to the immediately
preceding sentence and (B) reimburse the Company and each Lender for all costs
and expenses, including Attorney Costs, incurred in connection with such
Deposit Account Interest Non-Payment Event.



          The parties to this Agreement shall execute and deliver an amendment to
this Agreement and such other documents as may be reasonably required to
accomplish the



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foregoing. Notwithstanding anything to the contrary in this
Section 10.19(b)(i), the documentation, terms and conditions utilized to
establish and grant a security interest in the New Account and the other
documentation (including legal opinions) and actions contemplated herein
(including any amendment of this Agreement) shall be reasonably satisfactory in
form and substance to the Company, the Issuer, the Administrative Agent and
each Lender.


          or



          (ii) The Administrative Agent and the Lenders shall cause to be
established, and beneficially owned by the Lenders, a trust (the “Trust”) which
shall in turn establish a securities account (the “Securities Account”) at a
securities intermediary (the “Securities Intermediary”) having a credit rating
of at least “A+” from S&P and at least “A1” from Moody’s. The Securities
Intermediary, the Administrative Agent, the Issuer, the Company and the Lenders
shall execute such documents as may be reasonably necessary or appropriate so
that the Issuer is granted by the Trust, the Administrative Agent and the
Lenders, as appropriate, a first priority perfected security interest in the
Securities Account securing the Participations. Upon execution and delivery of
such documents (including customary legal opinions), and evidence reasonably
satisfactory to the Issuer of perfection with first priority of such security
interest, all funds then held in the Credit-Linked Deposit Account shall be
transferred in immediately available funds to the Securities Intermediary for
credit to the Securities Account. Such funds shall be invested in such
LIBOR-based short-term debt investments, having a credit rating of at least
“A+” from S&P and at least “A1” from Moody’s as may be reasonably agreed upon
by the Required Lenders, the Administrative Agent, the Issuer and the Company.
Thereafter, the Securities Account shall be deemed to be the “Credit Linked
Deposit Account” under this Agreement and the provisions of this Agreement
relating to the Credit-Linked Deposit Account shall apply mutatis mutandis to
the Securities Account. Except for the transfer of funds from the
Credit-Linked Deposit Account to the Securities Account as provided above, the
rights
of the Administrative Agent, on behalf of the Issuer and the Lenders, in
and to the Securities Account hereunder shall remain unchanged and in full
force and effect.



          In the event that the interest payable with respect to the investments in
the Securities Account is less than the interest set forth in Section
2.01(j)(i) with respect to the Total Credit-Linked Deposit, then the Company
shall pay such additional amounts at such times as may be required so that the
Lenders receive no less than the interest payable under Section 2.01(j)(i), at
the times set forth in Section 2.01(j)(i). If a Deposit Account Interest
Non-Payment Event has triggered the procedures set forth in this Section
10.l9(b), then Bank of America shall (A) indemnify the Company for all
additional amounts the Company pays pursuant to the immediately preceding
sentence and (B) reimburse the Company and each Lender for all costs and
expenses, including Attorney Costs, incurred in connection with such Deposit
Account Interest Non-Payment Event.



          The parties to this Agreement shall execute and deliver an amendment to
this Agreement and such other documents as may be reasonably required to
accomplish the foregoing. Notwithstanding anything to the contrary in this
Section 10.19(b)(ii), the documentation, terms and conditions utilized to
establish the Trust and Securities Account and to grant a security interest in
and to the Security Account and the other documentation (including



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legal
opinions) and actions contemplated herein (including any amendment of this
Agreement) shall be reasonably satisfactory in form and substance to the
Company, the Issuer, the Administrative Agent and each Lender.


          (iii) The Company hereby agrees to use commercially reasonable efforts
from time to time to inform the Administrative Agent, which shall promptly
inform the Lenders upon receipt of such information, of the status of the
transactions contemplated in Sections 10.19(b)(i) or (ii), as applicable. In
the event that neither of the transactions contemplated in subsections (i) or
(ii) above, or transactions substantially similar to the transactions in such
sections, are consummated in form and substance reasonably satisfactory to the
Issuer, the Administrative Agent, the Company and each Lender within 120 days
(or such longer period as the Company and the Required Lenders may mutually
agree) after the receipt by the Company of a Required Notice, then the Required
Lenders may, by notice to the Administrative Agent, terminate the credit
facility established under Section 2.01. The Required Lenders may, within 90
days of issuing a Required Notice, provide the Company written notice of their
election to retract such Required Notice, but shall have no right to retract
the Required Notice after such 90 day period. Upon delivery of a notice of
retraction, the actions required by Section 10.19(b)(i) or (ii) shall no longer
be required to be taken in connection with the event described in the Required
Notice. After delivery of a retraction notice or in the event the credit
facility is not terminated at the end of the 120 day period, the Required
Lenders may not deliver another Required Notice under this Section 10.19 unless
the credit ratings from S&P or Moody’s on the Long-Term Debt of Bank of America
are further lowered. Upon such termination, all funds then or at any time
thereafter held in the Credit-Linked Deposit Account in excess of the sum of
the then Outstanding Amount of all Credit Obligations (other than Advances and
Term Loans) shall be withdrawn from the Credit-Linked Deposit Account by the
Administrative Agent and distributed by the Administrative Agent to each Lender
in accordance with its Pro Rata Share, subject to any notice required pursuant
to the Money Market Account Agreement; provided that the Company may, pursuant
to Section 2.03(b), request that the Lenders make Term Loans as provided in
Section 2.03(b)(i); and with respect to all Term Loans (whether then
outstanding or thereafter made), the restriction that Term Loans cannot be
prepaid until after the second anniversary of the Closing Date set forth in
Section 2.03(b)(vi) and the Prepayment Premium, if any, shall continue to
apply.



ARTICLE XI

HOLDINGS GUARANTY



     11.01    Guaranty. For value received and hereby acknowledged and as an
inducement to the Lenders and the Issuer to make the Credit Extensions
available to the Company, Holdings
hereby unconditionally and irrevocably guarantees (a) the full punctual
payment when due, whether at stated maturity, by acceleration or otherwise, of
all Credit Obligations of the Company now or hereafter existing whether for
principal, interest, fees, expenses or otherwise, and (b) the strict
performance and observance by the Company of all agreements, warranties and
covenants applicable to the Company in the Credit Documents and (c) the
obligations of the Company under the Credit Documents (such Credit Obligations
collectively being hereafter referred to as the “Guaranteed Obligations”). The
foregoing guaranty is a guaranty of payment


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and not of collection. For
purposes of this Article XI, the obligations of Holdings under this Article XI
are referred to as the “Holdings Guaranty.”


     11.02    Guaranty Absolute. Holdings guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms hereof,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Lender, the
Issuer or the Administrative Agent with respect thereto. The liability of
Holdings under the Holdings Guaranty with regard to the Guaranteed Obligations
shall be absolute and unconditional irrespective of


     (a)  any change in the time, manner or place of payment of, or in any other
term of, all or any of its Guaranteed Obligations or any other amendment or
waiver of or any consent to departure from this Agreement or any other Credit
Document (with regard to such Guaranteed Obligations);


     (b)  any release or amendment or waiver of or consent to departure from any
other guaranty for all or any of its Guaranteed Obligations;


     (c)  any change in ownership of the Company;


     (d)  any acceptance of any partial payment(s) from the Company or Holdings;
or


     (e)  any other circumstance similar or dissimilar to the foregoing which
might otherwise constitute a defense available to, or a discharge of, the
Company in respect of its Credit Obligations under any Credit Document.


     The Holdings Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any Guaranteed Obligation is
rescinded or must otherwise be returned by the Lenders, the Issuer or the
Administrative Agent upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, all as though such payment had not been made.


     11.03    Effectiveness; Enforcement. The Holdings Guaranty shall be
effective and shall be deemed to be made with respect to each Credit Extension
as of the time it is made, issued or extended. No invalidity, irregularity or
unenforceability by reason of any bankruptcy or similar law, or any law or
order of any government or agency thereof purporting to reduce, amend or
otherwise affect any liability of the Company, and no defect in or
insufficiency or want of powers of the Company or irregular or improperly
recorded exercise thereof, shall impair, affect, be a defense to or claim
against such guaranty. The Holding Guaranty is a continuing guaranty and shall
(a) survive any termination of this Agreement, and (b) remain in full force and
effect until payment in full of, and performance of, all Guaranteed Obligations
and all other amounts
payable under this Agreement. The Holdings Guaranty is made for the
benefit of the Administrative Agent, the Issuer and the Lenders and their
successors and assigns, and may be enforced from time to time as often as
occasion therefor may arise and without requirement on the part of the
Administrative Agent, the Issuer or the Lenders first to exercise any rights
against the Company, or to resort to any other source or means of obtaining
payment of any of the said obligations or to elect any other remedy.


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     11.04    Waiver. Except as otherwise specifically provided in any of the
Credit Documents, Holdings hereby waives promptness, diligence, protest, notice
of protest, all suretyship defenses, notice of acceptance and any other notice
with respect to any of its Guaranteed Obligations and the Holdings Guaranty and
any requirement that the Lenders, the Issuer or the Administrative Agent
protect, secure, perfect any security interest or Lien or any property subject
thereto or exhaust any right or take any action against the Company or any
other Person. Holdings also irrevocably waives, to the fullest extent
permitted by law, all defenses which at any time may be available to it in
respect of its Guaranteed Obligations by virtue of any statute of limitations,
valuation, stay, moratorium law or other similar law now or hereafter in
effect.


     11.05    Expenses. Holdings hereby promises to reimburse (a) the
Administrative Agent, the Issuer and the Lenders for all reasonable
out-of-pocket fees and disbursements (including all reasonable Attorneys
Costs), incurred or expended in connection with the preparation, filing or
recording, or interpretation of the Holdings Guaranty, the other Credit
Documents to which Holdings is a party, or any amendment, modification,
approval, consent or waiver hereof or thereof, and (b) the Administrative
Agent, the Issuer and the Lenders and their respective affiliates for all
reasonable out-of-pocket fees and disbursements (including reasonable Attorney
Costs), incurred or expended in connection with the enforcement of its
Guaranteed Obligations (whether or not legal proceedings are instituted).
Holdings will pay any taxes (including any interest and penalties in respect
thereof) other than the Lenders’ taxes based on overall income or profits,
payable on or with respect to the transactions contemplated by the Holdings
Guaranty, Holdings hereby agreeing jointly and severally to indemnify each
Lender with respect thereto.


     11.06    Concerning Joint and Several Liability of Holdings.


     (a)  Holdings hereby irrevocably and unconditionally accepts, not merely as
a surety but also as a co-debtor, joint and several liability with the Company,
with respect to the payment and performance of all of its Guaranteed
Obligations (including, without limitation, any Guaranteed Obligations arising
under this Article XI), it being the intention of the parties hereto that all
such Guaranteed Obligations shall be the joint and several Guaranteed
Obligations of Holdings and the Company without preferences or distinction
among them.


     (b)  If and to the extent that the Company shall fail to make any payment
with respect to any of its Credit Obligations as and when due or to perform any
of its Guaranteed Obligations in accordance with the terns thereof, then in
each such event Holdings will make such payment with respect to, or perform,
such Guaranteed Obligation.


     (c)  The Guaranteed Obligations of Holdings under the provisions of this
Article XI constitute full recourse obligations of Holdings enforceable against
Holdings to the full extent of
its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstance whatsoever.


     (d)  Except as otherwise expressly provided in this Agreement, Holdings
hereby waives notice of acceptance of its joint and several liability, notice
of any Credit Extensions made or issued under this Agreement, notice of any
action at any time taken or omitted by the Administrative Agent, the Issuer or
the Lenders under or in respect of any of the Guaranteed


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Obligations, and,
generally, to the extent permitted by applicable law, all demands, notices and
other formalities of every kind in connection with this Agreement. Holdings
hereby assents to, and waives notice of, any extension or postponement of the
time for the payment of any of the Guaranteed Obligations, the acceptance of
any payment of any of the Guaranteed Obligations, the acceptance of any partial
payment thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent, the Issuer or the Lenders at any time or times in respect
of any Default or Event of Default by the Company or Holdings in the
performance or satisfaction of any term, covenant, condition or provision of
this Agreement or any other Credit Document, any and all other indulgences
whatsoever by the Administrative Agent, the Issuer or the Lenders in respect of
any of the Guaranteed Obligations, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
the Guaranteed Obligations or the addition, substitution or release, in whole
or in part, of the Company or Holdings. Without limiting the generality of the
foregoing, Holdings assents to any other action or delay in acting or failure
to act on the part of the Lenders, the Issuer or the Administrative Agent with
respect to the failure by the Company or Holdings to comply with its respective
Credit Obligations or Guaranteed Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy
or to comply fully with applicable laws or regulations thereunder, which might,
but for the provisions of this Article XI, afford grounds for terminating,
discharging or relieving Holdings, in whole or in part, from any of the
Guaranteed Obligations under this Article XI, it being the intention of
Holdings that, so long as any of the Guaranteed Obligations hereunder remain
unsatisfied, the Guaranteed Obligations of Holdings under this Article XI shall
not be discharged except by performance and then only to the extent of such
performance. The Guaranteed Obligations of Holdings under this Article XI
shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to the Company or Holdings or the Lenders, the Issuer or the
Administrative Agent. The joint and several liability of Holdings hereunder
shall continue in full force and effect notwithstanding any absorption, merger,
consolidation, amalgamation or any other change whatsoever in the name,
membership, constitution or place of formation of the Company or Holdings, the
Lenders, the Issuer or the Administrative Agent.


     (e)  Holdings shall be liable under this Article XI only for the maximum
amount of such liabilities that can be incurred under applicable law without
rendering this Article XI voidable under applicable law relating to fraudulent
conveyance and fraudulent transfer, and not for any greater amount.
Accordingly, if any obligation under any provision under this Article XI shall
be declared to be invalid or unenforceable in any respect or to any extent, it
is the stated intention and agreement of Holdings, the Administrative Agent,
the Issuer and the Lenders that any balance of the obligation created by such
provision and all other obligations of Holdings under this Article XI to the
Lenders, the Issuer or the Administrative Agent shall remain valid and
enforceable, and that all sums not in excess of those permitted under
applicable law shall remain fully collectible by the Lenders, the Issuer and
the Administrative Agent from the Company or Holdings, as the case may be.


     (f)  The provisions of this Article XI are made for the benefit of the
Administrative Agent, the Issuer and the Lenders and their successors and
assigns, and may be enforced in good faith by them from time to time against
Holdings as often as occasion therefor may arise and


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without requirement on the
part of the Administrative Agent, the Issuer or the Lenders first to marshal
any of their claims or to exercise any of their rights against the Company or
Holdings or to exhaust any remedies available to them against the Company or
Holdings or to resort to any other source or means of obtaining payment of any
of the obligations hereunder or to elect any other remedy. The provisions of
this Article XI shall remain in effect until all of the Guaranteed Obligations
shall have been paid in full or otherwise fully satisfied, any remaining
Credit-Linked Deposits in the Credit-Linked Deposit Account are withdrawn and
distributed to the Lenders in accordance with their respective Pro Rata Shares,
and all outstanding Credit shall have expired, matured or otherwise been
terminated. If at any time, any payment, or any part thereof, made in respect
of any of the Guaranteed Obligations, is rescinded or must otherwise be
restored or returned by the Lenders, the Issuer or the Administrative Agent
upon the insolvency, bankruptcy or reorganization of the Company or Holdings,
or otherwise, the provisions of this Article XI will forthwith be reinstated in
effect, as though such payment had not been made.


     11.07    Waiver. Until the final payment and performance in full of all of
the Credit Obligations, Holdings shall not exercise and Holdings hereby waives
any rights Holdings may have against the Company arising as a result of payment
by Holdings hereunder, by way of subrogation, reimbursement, restitution,
contribution or otherwise, and will not prove any claim in competition with the
Administrative Agent, the Issuer or any Lender in respect of any payment
hereunder in any bankruptcy, insolvency or reorganization case or proceedings
of any nature; Holdings will not claim any setoff, recoupment or counterclaim
against the Company in respect of any liability of the Company to Holdings; and
Holdings waives any benefit of and any right to participate in any collateral
security which may be held by the Administrative Agent, the Issuer or any
Lender.


     11.08    Subrogation; Subordination. The payment of any amounts due with
respect to any indebtedness of the Company for money borrowed or credit
received now or hereafter owed to Holdings is hereby subordinated to the prior
payment in full of all of the Credit Obligations. Holdings agrees that, after
the occurrence of any default in the payment or performance of any of the
Credit Obligations, Holdings will not demand, sue for or otherwise attempt to
collect any such indebtedness of the Company to Holdings until all of the
Credit Obligations shall have been paid in full. If, notwithstanding the
foregoing sentence, Holdings shall collect, enforce or receive any amounts in
respect of such indebtedness while any Credit Obligations are still
outstanding, such amounts shall be collected, enforced and received by Holdings
as trustee for the Lenders, the Issuer and the Administrative Agent and be paid
over to the Administrative Agent at Default, for the benefit of the Lenders,
the Issuer, and the Administrative Agent on account of the Credit Obligations
without affecting in any manner the liability of Holdings under the other
provisions hereof.


     11.09    Release of Guaranty. The Administrative Agent, the Issuer and the
Lenders hereby agree that the foregoing Holdings Guaranty shall remain in full
force and effect until the occurrence of either (a) the consolidation or merger
of Holdings into the Company or its successors, (b) the consolidation or merger
of the Company or its successors into Holdings, or (c) the release of Holdings
from all other guarantees of the Company’s obligations under the Company’s
existing credit facilities or other senior indebtedness, at which time the
foregoing


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Holdings Guaranty shall be concurrently released without any further
action on the part of the Lenders, the Administrative Agent or the Issuer.


ARTICLE XII

ENTIRE AGREEMENT



     12.01    Entire Agreement. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


(remainder of page intentionally left blank)



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     IN WITNESS WHEREOF, the parties hereto have caused this Ten Year Letter of
Credit and Term Loan Agreement to be duly executed as of the date first above
written.



	 	 	 	 
	 	 	
WASTE MANAGEMENT, INC.
	 	 	 
	 	 	
By:	
/s/ Ronald H. Jones
	 	 	 	


	 	 	
Name:	Ronald H. Jones
	 	 	
Title:	
Vice President & Treasurer
	 	 	 	 
	 	 	 	 
	 	 	
WASTE MANAGEMENT HOLDINGS, INC.
	 	 	
(for the limited purposes of Article XI)
	 	 	 	 
	 	 	
By:	
/s/ Ronald H. Jones
	 	 	 	


	 	 	
Name:	
Ronald H. Jones
	 	 	
Title:	
Vice President & Treasurer
	 	 	 	 
	 	 	
By:	
/s/ Jay Clement
	 	 	 	


	 	 	
Name:	
Jay Clement
	 	 	
Title:	
Assistant Treasurer



Ten Year Letter of Credit and Term Loan Agreement


 






 






	 	 	 	 
	 	 	
BANK OF AMERICA, N.A., as
	 	 	
Administrative Agent and Issuer
	 	 	 	 
	 	 	
By:	
/s/ Brian D. Corum
	 	 	 	


	 	 	
Name:	
Brian D. Corum
	 	 	
Title:	
Managing Director



Ten Year Letter of Credit and Term Loan Agreement


 






 






	 	 	 	 	 
	 	 	LENDERS:
	 	 	 	 	 
	 	 	SUNAMERICA LIFE INSURANCE
	 	 	
COMPANY
	 	 	 	 	 
	 	 	
By:
	 	AIG Global Investment Corp.
	 	 	 	 	Investment Advisor
	 
	 	 	
By:
	 	/s/Victoria Chin
	 	 	 	 	

	 	 	 	 	     Victoria Chin, Vice President



Ten Year Letter of Credit and Term Loan Agreement


 






 






	 	 	 	 
	 	 	
TRANSAMERICA LIFE INSURANCE AND

ANNUITY COMPANY
	 	 	 	 
	 	 	
By:	
/s/ Mark E. Dunn
	 	 	 	


	 	 	
Name:	
Mark E. Dunn
	 	 	
Title:	
Vice President



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	 	 	PRINCIPAL LIFE INSURANCE COMPANY
	 	 	 	 	 
	 	 	
By:
	 	Principal Global Investors, LLC
	 	 	 	 	a Delaware limited liability company,
	 	 	 	 	its authorized signatory
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jon C. Heiny, Counsel
	 	 	 	 	

	 	 	
Its:
	 	Jon C. Heiny, Counsel
	 	 	 	 	 
	 	 	
By:
	 	/s/ Debra Svoboda, EPP Counsel
	 	 	 	 	

	 	 	
Its:
	 	Debra Svoboda, EPP Counsel



Ten Year Letter of Credit and Term Loan Agreement