blackrock_ex10-2.htm


    
       

      Exhibit
10.2


      
        EXECUTION
COPY

         

        
          

          

        

         

        $2,000,000,000

         

        REVOLVING
CREDIT AGREEMENT

         

        dated
as of December 1, 2009,

         

        by
and among

         

        BLACKROCK,
INC.,

         

        as
Borrower,

         

        BARCLAYS BANK
PLC,

         

        as
Lender

        


        THE
LENDERS PARTY HERETO,

         

        BARCLAYS
BANK PLC,

        as
Administrative Agent,

         

        and

         

        BARCLAYS
CAPITAL,

        as
Sole Lead Arranger, Sole Lead Bookrunner and Syndication Agent

         

        


        
          

          

        


        
          
            
              


              ­

            

             


          

          
             


            
              

            

          

          
             


          

        


        Table
of Contents

         

        Page

         

        
          	
                  ARTICLE
      I

                
	 
      
	
                  DEFINITIONS

                
	 
      	 
      	 
      
	
                  Section
      1.1

                	
                  Definitions

                	
                  1

                
	
                  Section
      1.2

                	
                  Other
      Definitions and Provisions

                	
                  19

                
	
                  Section
      1.3

                	
                  Accounting
      Terms

                	
                  20

                
	
                  Section
      1.4

                	
                  Rounding

                	
                  20

                
	
                  Section
      1.5

                	
                  References
      to Agreement and Laws

                	
                  20

                
	
                  Section
      1.6

                	
                  Times
      of Day

                	
                  20

                
	 
      	 
      	 
      
	
                  ARTICLE
      II

                
	 
      
	
                  REVOLVING
      CREDIT FACILITY

                
	 
      	 
      	 
      
	
                  Section
      2.1

                	
                  Revolving
      Credit Loans

                	
                  20

                
	
                  Section
      2.2

                	
                  Procedure
      for Advances of Revolving Credit Loans.

                	
                  21

                
	
                  Section
      2.3

                	
                  Repayment
      and Prepayment of Revolving Credit.

                	
                  22

                
	
                  Section
      2.4

                	
                  Permanent
      Reduction of the Commitment.

                	
                  23

                
	
                  Section
      2.5

                	
                  Termination
      of Credit Facility

                	
                  23

                
	 
      	 
      	 
      
	
                  ARTICLE
      III

                
	 
      
	
                  GENERAL
      LOAN PROVISIONS

                
	 
      	 
      	 
      
	
                  Section
      3.1

                	
                  Interest.

                	
                  24

                
	
                  Section
      3.2

                	
                  Notice
      and Manner of Conversion or Continuation of Revolving Credit
      Loans

                	
                  26

                
	
                  Section
      3.3

                	
                  Fees.

                	
                  26

                
	
                  Section
      3.4

                	
                  Manner
      of Payment.

                	
                  26

                
	
                  Section
      3.5

                	
                  Evidence
      of Indebtedness.

                	
                  27

                
	
                  Section
      3.6

                	
                  Adjustments

                	
                  27

                
	
                  Section
      3.7

                	
                  Nature
      of Obligations of Lenders Regarding Extensions of Credit; Assumption by
      the Administrative Agent

                	
                  28

                
	
                  Section
      3.8

                	
                  Changed
      Circumstances.

                	
                  29

                
	
                  Section
      3.9

                	
                  Indemnity

                	
                  30

                
	
                  Section
      3.10

                	
                  Increased
      Costs.

                	
                  30

                
	
                  Section
      3.11

                	
                  Taxes.

                	
                  32

                
	
                  Section
      3.12

                	
                  Mitigation
      Obligations; Replacement of Lenders.

                	
                  34

                
	 
      	 
      	 
      


        

        



        
          
             


          

          
            -
i -

            
              

            

          

          
             


          

        


        


        
          	
                  ARTICLE
      IV

                
	 
      
	
                  CONDITIONS
      OF EFFECTIVENESS

                
	 
      	 
      	 
      
	
                  Section
      4.1

                	
                  Reserved

                	
                  35

                
	
                  Section
      4.2

                	
                  Conditions
      to Effectiveness

                	
                  35

                
	
                  Section
      4.3

                	
                  Conditions
      to All Extensions of Credit

                	
                  38

                
	
                  Section
      4.4

                	
                  Closing
      Date

                	
                  39

                
	 
      	 
      	 
      
	
                  ARTICLE
      V

                
	 
      
	
                  REPRESENTATIONS
      AND WARRANTIES OF THE BORROWER

                
	 
      	 
      	 
      
	
                  Section
      5.1

                	
                  Representations
      and Warranties

                	
                  39

                
	
                  Section
      5.2

                	
                  Survival
      of Representations and Warranties, Etc.

                	
                  43

                
	 
      	 
      	 
      
	
                  ARTICLE
      VI

                
	 
      
	
                  FINANCIAL
      INFORMATION AND NOTICES

                
	 
      	 
      	 
      
	
                  Section
      6.1

                	
                  Financial
      Statements.

                	
                  43

                
	
                  Section
      6.2

                	
                  Officer’s
      Compliance Certificate

                	
                  44

                
	
                  Section
      6.3

                	
                  Other
      Reports

                	
                  44

                
	
                  Section
      6.4

                	
                  Notice
      of Litigation and Other Matters

                	
                  44

                
	
                  Section
      6.5

                	
                  Accuracy
      of Information

                	
                  44

                
	 
      	 
      	 
      
	
                  ARTICLE
      VII

                
	 
      
	
                  AFFIRMATIVE
      COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      7.1

                	
                  Preservation
      of Corporate Existence and Related Matters

                	
                  45

                
	
                  Section
      7.2

                	
                  Maintenance
      of Property

                	
                  45

                
	
                  Section
      7.3

                	
                  Insurance

                	
                  45

                
	
                  Section
      7.4

                	
                  Accounting
      Methods and Financial Records

                	
                  45

                
	
                  Section
      7.5

                	
                  Payment
      of Taxes

                	
                  45

                
	
                  Section
      7.6

                	
                  Compliance
      With Laws and Approvals

                	
                  46

                
	
                  Section
      7.7

                	
                  Visits
      and Inspections

                	
                  46

                
	
                  Section
      7.8

                	
                  Use
      of Proceeds

                	
                  46

                
	
                  Section
      7.9

                	
                  Most
      Favored Nation Status

                	
                  46

                
	 
      	 
      	 
      


        

        



        
          
             


          

          
            -
ii -

            
              

            

          

          
             


          

        


        


        
          	
                  ARTICLE
      VIII

                
	 
      
	
                  FINANCIAL
      COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      8.1

                	
                  Leverage
      Ratio

                	
                  46

                
	 
      	 
      	 
      
	
                  ARTICLE
      IX

                
	 
      
	
                  NEGATIVE
      COVENANTS

                
	 
      	 
      	 
      
	
                  Section
      9.1

                	
                  Limitations
      on Liens

                	
                  47

                
	
                  Section
      9.2

                	
                  Limitations
      on Mergers and Liquidation

                	
                  48

                
	
                  Section
      9.3

                	
                  Sale
      of All or Substantially All Assets

                	
                  48

                
	
                  Section
      9.4

                	
                  Nature
      of Business

                	
                  48

                
	 
      	 
      	 
      
	
                  ARTICLE
      X

                
	 
      
	
                  DEFAULT
      AND REMEDIES

                
	 
      	 
      	 
      
	
                  Section
      10.1

                	
                  Events
      of Default

                	
                  49

                
	
                  Section
      10.2

                	
                  Remedies

                	
                  51

                
	
                  Section
      10.3

                	
                  Rights
      and Remedies Cumulative; Non-Waiver; etc.

                	
                  51

                
	
                  Section
      10.4

                	
                  Crediting
      of Payments and Proceeds

                	
                  52

                
	
                  Section
      10.5

                	
                  Administrative
      Agent May File Proofs of Claim

                	
                  52

                
	 
      	 
      	 
      
	
                  ARTICLE
      XI

                
	 
      
	
                  THE
      ADMINISTRATIVE AGENT

                
	 
      	 
      	 
      
	
                  Section
      11.1

                	
                  Appointment
      and Authority

                	
                  53

                
	
                  Section
      11.2

                	
                  Rights
      as a Lender

                	
                  53

                
	
                  Section
      11.3

                	
                  Exculpatory
      Provisions

                	
                  53

                
	
                  Section
      11.4

                	
                  Reliance
      by the Administrative Agent

                	
                  54

                
	
                  Section
      11.5

                	
                  Delegation
      of Duties

                	
                  55

                
	
                  Section
      11.6

                	
                  Resignation
      of Administrative Agent.

                	
                  55

                
	
                  Section
      11.7

                	
                  Non-Reliance
      on Administrative Agent and Other Lenders

                	
                  56

                
	
                  Section
      11.8

                	
                  No
      Other Duties, etc.

                	
                  56

                
	 
      	 
      	 
      


        

        



        
          
             


          

          
            -
iii -

            
              

            

          

          
             


          

        


        


        
          	
                  ARTICLE
      XII

                
	 
      
	
                  MISCELLANEOUS

                
	 
      	 
      	 
      
	
                  Section
      12.1

                	
                  Notices.

                	
                  56

                
	
                  Section
      12.2

                	
                  Amendments,
      Waivers and Consents

                	
                  58

                
	
                  Section
      12.3

                	
                  Expenses;
      Indemnity.

                	
                  59

                
	
                  Section
      12.4

                	
                  Right
      of Setoff.

                	
                  61

                
	
                  Section
      12.5

                	
                  Governing
      Law.

                	
                  61

                
	
                  Section
      12.6

                	
                  Waiver
      of Jury Trial

                	
                  62

                
	
                  Section
      12.7

                	
                  Reversal
      of Payments

                	
                  62

                
	
                  Section
      12.8

                	
                  Injunctive
      Relief; Punitive Damages.

                	
                  63

                
	
                  Section
      12.9

                	
                  Accounting
      Matters

                	
                  63

                
	
                  Section
      12.10

                	
                  Successors
      and Assigns; Participations.

                	
                  63

                
	
                  Section
      12.11

                	
                  Confidentiality

                	
                  66

                
	
                  Section
      12.12

                	
                  Performance
      of Duties

                	
                  67

                
	
                  Section
      12.13

                	
                  All
      Powers Coupled with Interest

                	
                  67

                
	
                  Section
      12.14

                	
                  Survival
      of Indemnities

                	
                  67

                
	
                  Section
      12.15

                	
                  Titles
      and Captions

                	
                  67

                
	
                  Section
      12.16

                	
                  Severability
      of Provisions

                	
                  67

                
	
                  Section
      12.17

                	
                  Counterparts

                	
                  67

                
	
                  Section
      12.18

                	
                  Integration

                	
                  67

                
	
                  Section
      12.19

                	
                  Term
      of Agreement

                	
                  68

                
	
                  Section
      12.20

                	
                  Advice
      of Counsel, No Strict Construction

                	
                  68

                
	
                  Section
      12.21

                	
                  USA
      Patriot Act

                	
                  68

                
	
                  Section
      12.22

                	
                  Inconsistencies
      with Other Documents; Independent Effect of Covenants.

                	
                  68

                


        

        


        


        EXHIBITS

         

        
          	
                  Exhibit
      A-1

                	
                  -

                	
                  Form
      of Revolving Credit Note

                
	
                  Exhibit
      B

                	
                  -

                	
                  Form
      of Notice of Borrowing

                
	
                  Exhibit
      C

                	
                  -

                	
                  Form
      of Notice of Account Designation

                
	
                  Exhibit
      D

                	
                  -

                	
                  Form
      of Notice of Prepayment

                
	
                  Exhibit
      E

                	
                  -

                	
                  Form
      of Notice of Conversion/Continuation

                
	
                  Exhibit
      F

                	
                  -

                	
                  Form
      of Officer’s Compliance Certificate

                
	
                  Exhibit
      G

                	
                  -

                	
                  Form
      of Assignment and Assumption

                


        

        


         

        SCHEDULES

         

        
          	
                  Schedule
      1.1

                	
                  -

                	
                  Commitments

                
	
                  Schedule
      5.1(f)

                	
                  -

                	
                  ERISA
      Plans

                
	
                  Schedule
      5.1(j)

                	
                  -

                	
                  Litigation

                
	
                  Schedule
      9.1

                	
                  -

                	
                  Existing
      Liens

                


        


        
          
             


          

          
            -
iv -

            
              

            

          

          
             


          

        


        CREDIT
AGREEMENT, dated as of December 1, 2009, by and among BLACKROCK, INC., a
Delaware corporation (the “Borrower”), BARCLAYS
BANK PLC (the “Lender”), the lenders
who are or may become a party to this Agreement (collectively, the “Lenders”) and
BARCLAYS BANK PLC, as Administrative Agent for the Lenders, and BARCLAYS
CAPITAL, as Sole Lead Arranger, Sole Lead Bookrunner and Syndication
Agent.

         

        STATEMENT OF
PURPOSE

         

        The
Borrower has requested, and the Lenders have agreed, to extend certain credit
facilities to the Borrower on the terms and conditions of this
Agreement.  The proceeds of the borrowings hereunder are to be used to
finance the Acquisition or to refinance Qualifying Commercial
Paper.

         

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

         

        ARTICLE
I

         

        DEFINITIONS

         

        Section
1.1         Definitions.  The
following terms when used in this Agreement shall have the meanings assigned to
them below:

         

        “Acquisition” means
the acquisition of the Transferred Equity Interests by Borrower pursuant to the
Stock Purchase Agreement, dated June 16, 2009, by and between Barclays Bank and
Borrower.

         

        “Administrative Agent”
means Barclays Bank PLC, in its capacity as Administrative Agent hereunder, and
any successor thereto appointed pursuant to Section
11.6.

         

        “Administrative Agent’s
Office” means the office of the Administrative Agent specified in or
determined in accordance with the provisions of Section
12.1(c).

         

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

         

        “Affiliate” means, with respect to any Person, any other Person
(other than, with respect to the Borrower, a Subsidiary or Excluded Subsidiary
of the Borrower) which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such first Person or any of its Subsidiaries.  As used in this
definition, the term “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 ownership of voting securities, by
contract or otherwise.  For the avoidance of doubt neither of
the Existing Shareholders shall be treated as an Affiliate of the Borrower on
the basis of its beneficial ownership of Capital Stock of the Borrower so long
as such Existing Shareholder is subject to a stockholders agreement with the
Borrower on substantially the same terms as the stockholders agreement to which
it is a party as of the date of this Agreement.

         


        
          
            
              


              ­

            

             


          

          
             


            
              

            

          

          
             


          

        


        “Agreement” means this
Revolving Credit Agreement, as amended, restated, supplemented or otherwise
modified from time to time.

         

        “Aggregate Commitment”
means the aggregate amount of the Lenders’ Commitments hereunder, as such amount
may be increased, reduced or otherwise modified at any time pursuant to the
terms hereof.  On the Closing Date, the Aggregate Commitment shall be
Two Billion Dollars ($2,000,000,000.00).

         

        “Applicable Law” means
all applicable provisions of constitutions, laws, statutes, ordinances, rules,
treaties, regulations, permits, licenses, approvals, interpretations and orders
of courts or Governmental Authorities and all orders and decrees of all courts
and arbitrators.

         

        “Applicable
Percentage” means, for purposes of calculating (a) the applicable
percentage for each of the Base Rate and the LIBOR Rate for purposes of Section 3.1(a)
and (b) the commitment fee for
purposes of Section
3.3(a):

         

        
          	 
      	
                  Debt

                	
                  Applicable
      Percentage Per Annum

                
	
                  Level

                	
                  Rating

                	
                  Drawn
      Spread over LIBOR

                	
                  Drawn
      Spread

                  over
      Base Rate

                	
                  Commitment
      Fee

                
	
                  I

                	
                  ≥
      A1/A+

                	
                  2.00%

                	
                  0.00%

                	
                  0.15%

                
	
                  II

                	
                  =A2/A

                	
                  2.125%

                	
                  0.00%

                	
                  0.175%

                
	
                  III

                	
                  =A3/A-

                	
                  2.375%

                	
                  0.00%

                	
                  0.20%

                
	
                  IV

                	
                  ≤
      Baal/BBB+

                	
                  3.00%

                	
                  0.00%

                	
                  0.375%

                


        

        


        provided, that if
S&P or Moody’s, as applicable, shall not have in effect a Debt Rating (other
than by reason of the circumstances referred to in the last sentence of this
definition), then such Debt Rating shall be deemed to be Level IV.  In
the event that the Debt Ratings publicly announced by S&P and Moody’s listed
above differ by (a) one Level, the Applicable Percentage shall be that Level
which corresponds to the Debt Rating which is the higher of such announced Debt
Ratings, and (b) two or more Levels, the Applicable Percentage shall be that
Level which corresponds to the Debt Rating which is one rating immediately above
the lowest of such announced Debt Ratings.  Any change in the
Applicable Percentage shall be effective (a) as to any increase in the Debt
Rating, as of the Business Day on which the increase in the applicable Debt
Rating is announced or is made publicly available, and (b) as to any decrease in
the applicable Debt Rating, as of the Business Day on which the decrease in the
applicable Debt Rating is announced or is made publicly available.  If
the rating systems of S&P or Moody’s shall change, or if all of such rating
agencies shall cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the unavailability of
ratings from such rating agencies and, pending the effectiveness of any such
amendment, the Applicable Percentage shall be determined by reference to the
Debt Rating most recently in effect prior to such change or
cessation.

         

        “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required

         


        
          
            
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            -
2 -

            
              

            

          

          
             


          

        


        by
Section 12.10),
and accepted by the Administrative Agent, in substantially the form of Exhibit G
or any other form approved by the Administrative Agent.

         

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

         

        “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the Aggregate
Commitments in accordance with the terms of this Agreement.

         

        “Base Rate” means, at
any time, the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus 1/2 of 1%; each
change in the Base Rate shall take effect simultaneously with the corresponding
change or changes in the Prime Rate or the Federal Funds Rate.

         

        “Base Rate Loan” means
any Loan bearing interest at a rate based upon the Base Rate as provided in
Section
3.1(a).

         

        “Borrower” has the
meaning assigned thereto in the introductory paragraph hereto.

         

        “Business Day” means
any day other than a Saturday, Sunday or legal holiday on which banks in New
York, New York, are open for the conduct of their commercial banking business
and if such day relates to any interest rate settings as to any LIBOR Rate Loan,
any funding, disbursements, settlements and payments in respect of any LIBOR
Rate Loan, or any other dealings in Dollars to be carried out pursuant to this
Agreement in respect of any such LIBOR Rate Loan, means any such day on which
dealings in deposits in Dollars are conducted by and between banks in the London
interbank eurodollar market.

         

        “Capital Lease” means
any lease of any property by the Borrower or any of its Subsidiaries, as lessee,
that should, in accordance with GAAP, be classified and accounted for as a
capital lease on a Consolidated balance sheet of the Borrower and its
Subsidiaries.

         

        “Capital Stock” means
(a) in the case of a corporation, capital stock, (b) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of capital stock, (c) in the
case of a partnership, partnership interests (whether general or limited), (d)
in the case of a limited liability company, membership interests, (e) in the
case of any other Person, any similar ownership interests and (f) with
respect to the foregoing items (a) through (e), any and all warrants or options
to purchase any of the foregoing.

         

        “Change in Control”
means (a) an event or series of events by which (i) any Person or group of
Persons (within the meaning of Section 13(d) of the Securities Exchange
Act

         


        
          
            
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            -
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        of
1934, as amended) other than the Existing Shareholders shall obtain ownership or
control in one or more series of transactions involving the Capital Stock of the
Borrower representing more than fifty percent (50%) of Capital Stock of the
Borrower ordinarily entitled to vote in the election of members of the board of
directors of the Borrower or (ii) there shall have occurred under any indenture
or other instrument evidencing any Indebtedness in excess of $100,000,000 any
“change in control” or a similar triggering event under a provision (as set
forth in the indenture, agreement or other evidence of such Indebtedness)
obligating the Borrower to repurchase, redeem or repay all or any part of the
Indebtedness or Capital Stock provided for therein for cash or (b) during any
period of 25 consecutive calendar months, commencing on the date of this
Agreement, the ceasing of those individuals (the “Continuing Directors”) who
(i) were directors of the Borrower on the first day of each such period or
(ii) subsequently became directors of the Borrower and whose initial election or
initial nomination for election subsequent to that date was approved by a
majority of the Continuing Directors then on the board of directors of the
Borrower, to constitute a majority of the board of Directors of the
Borrower.

         

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

         

        “Closing” has the
meaning granted in the Stock Purchase Agreement.

         

        “Closing Date” means
the date on which both (i) the Effective Date shall have occurred and (ii) the
date the “Initial Closing Date” occurs under the Stock Purchase
Agreement.

         

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

         

        “Commitment” means (a)
as to any Lender, the obligation of such Lender to make Loans at any time or
from time to time pursuant to the terms hereof and (b) as to all Lenders, the
aggregate commitment of all Lenders to make Loans, not to exceed the amount set
forth opposite such Lender’s name on Schedule 1.1 hereto.

         

        “Commitment Letter”
means the Amended and Restated Commitment Letter, dated as of August 7, 2009,
from Barclays Bank PLC, Citicorp North America, Inc., Credit Suisse, Cayman
Islands Branch and Banc of America Bridge, LLC to BlackRock, Inc.

         

        “Commitment
Percentage” means, as to any Lender at any time, the ratio of
(a) the amount of the Commitment of such Lender to (b) the Aggregate
Commitment.

         

        “Consolidated” means,
when used with reference to financial statements or financial statement items of
any Person, such statements or items on a consolidated basis in accordance with,
except as otherwise set forth herein, applicable principles of consolidation
under GAAP.

         


        
          
            
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        “Consolidated EBITDA”
means, for any period, the sum of the following determined on a Consolidated
basis, without duplication, for the Borrower and its Subsidiaries (other than
Excluded Subsidiaries) in accordance with GAAP:  (a) Consolidated Net
Income for such period plus (b) the sum of
the following to the extent deducted in determining Consolidated Net Income for
such period: (i) income and franchise taxes, (ii) Consolidated Interest Expense,
(iii) amortization, depreciation and other non-cash charges (except to the
extent that such non-cash charges are reserved for cash charges to be taken in
the future), (iv) extraordinary, unusual or otherwise non-recurring charges and
losses (including from discontinued operations), (v) expenses under the
Borrower’s and its Subsidiaries’ retention and incentive plans or otherwise that
are  actually, directly or indirectly, funded by any of the Existing
Shareholders, and (vi) compensation and professional fees incurred in
connection with the SSR Acquisition, the Merrill Lynch Investment Managers
Transaction and the Acquisition, less (c)
extraordinary, unusual or otherwise non-recurring gains (including from
discontinued operations).  For purposes of this Agreement,
Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner
reasonably acceptable to the Borrower and the Administrative Agent, to include,
as of the first day of any applicable period, any acquisition closed during such
period, including, without limitation, (A) adjustments reflecting any
non-recurring costs and any extraordinary expenses of any acquisition closed
during such period calculated on a basis consistent with GAAP and Regulation S-X
of the Securities Exchange Act of 1934, as amended, or as approved by the
Administrative Agent and (B) the Consolidated EBITDA and Consolidated Total
Funded Indebtedness attributable to the Acquisition.

         

        “Consolidated Interest
Expense” means, with respect to the Borrower and its Subsidiaries for any
period, the gross interest expense (including, without limitation, interest
expense attributable to Capital Leases and all net payment obligations pursuant
to Interest Rate Contracts) of the Borrower and its Subsidiaries (other than
Excluded Subsidiaries), all determined for such period on a Consolidated basis,
without duplication, in accordance with GAAP.

         

        “Consolidated Net
Income” means, with respect to the Borrower and its Subsidiaries, for any
period of determination, the net income (or loss) of the Borrower and its
Subsidiaries (other than Excluded Subsidiaries) for such period, including the
net income (or loss) of any Person accrued prior to the date it becomes a
Subsidiary of such Person or is merged into or consolidated with such Person or
any of its Subsidiaries or that Person’s assets are acquired by such Person or
any of its Subsidiaries except to the extent included pursuant to clauses (a)
and (b) below, determined on a Consolidated basis in accordance with GAAP; provided that there
shall be excluded from Consolidated Net Income (a) the net income (or loss) of
any Person (other than a Subsidiary which shall be subject to clause (b) below),
in which the Borrower or any of its Subsidiaries has a joint interest with a
third party, except to the extent such net income is actually paid in cash to
the Borrower or any of its Subsidiaries by dividend or other distribution during
such period and (b) the net income (if positive) of any Material Subsidiary that
is a Domestic Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary to the Borrower or any of
its Subsidiaries of such net income is not during the entirety of any such
period of determination permitted by

         


        
          
            
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        operation
of the terms of its charter or any agreement, instrument, judgment, decree,
order, statute rule or governmental regulation applicable to such
Subsidiary.

         

        “Consolidated Leverage
Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Total Funded Indebtedness on such date to (b) Consolidated
EBITDA for the
period of four (4) consecutive fiscal quarters ending on or immediately prior to
such date.

         

        “Consolidated Total Funded
Indebtedness” means, as of any date of determination with respect to the
Borrower and its Subsidiaries (other than Excluded Subsidiaries) on a
Consolidated basis without duplication, the sum of the following calculated, and
only to the extent set forth on their consolidated balance sheet as a liability,
in accordance with GAAP:

         

        (a)           all
indebtedness for borrowed money including, but not limited to, obligations
evidenced by bonds, debentures, notes or other similar instruments of any such
Person;

         

        (b)           all
obligations to pay the deferred purchase price of property or services of any
such Person (including, without limitation, all obligations under
non-competition, earn-out or similar agreements to the extent the foregoing are
characterized as indebtedness in accordance with GAAP), except trade payables
arising in the ordinary course of business;

         

        (c)           the
Attributable Indebtedness of such Person with respect to such Person’s
obligations in respect of Capital Leases and Synthetic Leases (regardless of
whether accounted for as indebtedness under GAAP);

         

        (d)           all
Consolidated Total Funded Indebtedness of any other Person secured by a Lien on
any asset owned or being purchased by the Borrower or any of its Subsidiaries
(including indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by the
Borrower or any of its Subsidiaries or is limited in recourse;

         

        (e)           all
obligations of any such Person to redeem, repurchase, exchange or defease, with
cash, any Capital Stock of such Person;

         

        (f)           all
Guaranty Obligations of any such Person; and

         

        (g)           amounts
advanced or otherwise paid (without duplication) to the Borrower or any of its
Material Subsidiaries in connection with any Permitted
Securitization;

         

        less, the aggregate
amount of “Consolidated Total Funded Indebtedness” described in clauses (a) through
(g) above of
any Material Subsidiary that is a Domestic Subsidiary whose net income is
excluded from the calculation of “Consolidated Net Income” of the Borrower and
its Subsidiaries during any applicable period of determination pursuant to clause (b) of the
definition of “Consolidated Net Income”;

         


        
          
            
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        less the Unrestricted
Cash as reflected on the Consolidated balance sheet of the Borrower (determined
in accordance with GAAP) as of the last day of any applicable period of
determination.

         

        For
all purposes hereof, the Consolidated Total Funded Indebtedness of any Person
shall include the Consolidated Total Funded Indebtedness of any partnership or
joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint
venturer, unless such Consolidated Total Funded Indebtedness is expressly made
non-recourse to such Person or such Person’s sole material asset is its interest
in such partnership or joint venture.  For the avoidance of doubt,
Consolidated Total Funded Indebtedness shall not include any obligations or
liabilities arising under or in connection with any annuities, insurance
policies, insurance contracts or any other similar agreements.

         

        “Debt Rating” means,
as of any date of determination, the Borrower’s counterparty credit rating as
determined by S&P or Moody’s, as appropriate.

         

        “Debt Transactions”
means any incurrence by the Borrower of bank or institutional loans or issuance
by the Borrower of any debt (including hybrid or convertible debt securities),
other than (i) any amounts drawn under the Existing Revolving Credit Facility
(including amounts drawn pursuant to any increase in the “Aggregate Commitments”
thereunder in an amount up to $500,000,000, provided that amounts drawn as a
result of an increase of “Aggregate Commitments” in excess of $500,000,000 shall
be considered a Debt Transaction) and (ii) commercial paper issued by the
Borrower in an amount which does not exceed the available undrawn Aggregate
Commitments under the Existing Revolving Credit Facility.

         

        “Default” means any of
the events specified in Section 10.1 which
with the passage of time, the giving of notice or any other condition required
by Section
10.1, would constitute an Event of Default.

         

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

         

        “Disclosed Litigation
Matters” shall have the meaning assigned thereto in Section
5.1(j).

         

        “Dollars” or “$”
means, unless otherwise qualified, dollars in lawful currency of the United
States.

         

        “Domestic Subsidiary”
means any Subsidiary organized under the laws of any political subdivision of
the United States.

         


        
          
            
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        “Effective Date” means
the Business Day upon which each condition described in Section 4.2 shall be
satisfied or waived in all respects in a manner acceptable to each of the
Lenders in their sole discretion.

         

        “Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender and (c) any other Person (other
than a natural person) approved by (i) the Administrative Agent, and
(ii) unless an Event of Default has occurred and is continuing, the
Borrower (each such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.

         

        “Employee Benefit
Plan” means any employee benefit plan within the meaning of Section 3(3)
of ERISA which (a) is established or maintained by the Borrower or any
Subsidiary or (b) with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, has at any time within the preceding six (6)
years been established or maintained by the Borrower, any Subsidiary or any
current or former ERISA Affiliate.

         

        “Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, accusations, allegations, notices of
noncompliance or violation, investigations (other than internal reports prepared
by any Person in the ordinary course of business and not in response to any
third party action or request of any kind) or proceedings relating in any way to
any actual or alleged violation of or liability under any Environmental Law or
relating to any permit issued, or any approval given, under any such
Environmental Law, including, without limitation, any and all claims by
Governmental Authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages, contribution, indemnification cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to human health or the
environment.

         

        “Environmental Laws”
means any and all federal, foreign, state, provincial and local laws, statutes,
ordinances, codes, rules, standards and regulations, permits, licenses,
approvals, interpretations and orders of courts or Governmental Authorities,
relating to the protection of human health or the environment, including, but
not limited to, requirements pertaining to the manufacture, processing,
distribution, use, treatment, storage, disposal, transportation, handling,
reporting, licensing, permitting, investigation or remediation of Hazardous
Materials.

         

        “Equity Transaction”
means any issuance of the Borrower of any hybrid or convertible equity
securities or preferred or common equity securities.

         

        “ERISA” means the
Employee Retirement Income Security Act of 1974, and the rules and regulations
thereunder, each as amended or modified from time to time.

         


        
          
            
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        “ERISA Affiliate”
means any Person who together with the Borrower is treated as a single employer
within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section
4001(b) of ERISA.

         

        “Eurodollar Reserve
Percentage” means, for any day, with respect to any LIBOR Rate Loan, the
percentage (expressed as a decimal and rounded upwards, if necessary, to the
next higher 1/100th of 1%) which is in effect for such day as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
basic, supplemental or emergency reserves) in respect of eurocurrency
liabilities or any similar category of liabilities for a member bank of the
Federal Reserve System in New York City.

         

        “Event of Default”
means any of the events specified in Section 10.1; provided that any
requirement for passage of time, giving of notice, or any other condition
required by Section
10.1, has been satisfied.

         

        “Excess Equity
Proceeds” means the Net Proceeds of any Equity
Transaction  received by Borrower on or after the Transaction
Announcement Date to the extent the amount of such Net Proceeds in the aggregate
exceeds $3,100,000,000.

         

        “Excluded
Subsidiary” shall mean (i) any
investment fund or other investment vehicle which the Borrower or any of its
Affiliates participates in as an investor (including for warehousing, seeding or
other purposes), or acts for as a managing member, adviser, manager, co-manager
or any comparable position, or any entity intended to be or becoming any of the
foregoing (any such entity, an “Investment
Fund”), (ii) any entity in which the
Borrower or any of its Affiliates invests excess cash and which is not intended
to be or become an operating subsidiary (any such entity, an “Investment
Entity”), (iii) any Subsidiary of such Investment Fund or Investment Entity and
(iv) any entity whose primary purpose is to acquire investments of any nature
whatsoever pending their transfer to an Investment Fund.  For the
avoidance of doubt, each Excluded Subsidiary shall not be subject to any of the
covenants contained in Article IX
hereof.

         

        “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net income
or net profits (however denominated), and franchise taxes imposed on it (in lieu
of income taxes), by the jurisdiction (or any political subdivision thereof)
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United States or
any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 3.12(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender’s failure or inability (other
than as a result of a

         


        
          
            
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        Change
in Law) to comply with Section 3.11(e) other
than due to a change in law as provided in Section
3.11(e).

         

        “Existing Revolving Credit
Facility” means the Five-Year Revolving Credit Agreement dated
August 22, 2007, by and among BlackRock, Inc., Wachovia Bank, National
Association, as administrative agent and the other parties thereto (as such
agreement may be amended, restated, supplemented or otherwise modified from time
to time).

         

        “Existing
Shareholders” means The PNC Financial Services Group, Inc., Merrill Lynch
& Co., Inc. and their respective Affiliates.

         

         “Extensions of Credit”
means, as to any Lender at any time, (a) an amount equal to the aggregate
principal amount of all Revolving Credit Loans made by such Lender then
outstanding or (b) the making of or participation in any Loan by such Lender, as
the context requires.

         

        “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 (or, if such day is
not a Business Day, for the immediately preceding Business Day), as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that if such rate is not so published for any day which is a
Business Day, the average of the quotation for such day on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by the Administrative Agent.

         

        “Fee Letters” means
the separate fee letter agreements executed by the Borrower and the
Administrative Agent and/or certain of its affiliates, and (in the case of the
upfront fee) the Lenders, dated as of June 16, 2009, and August 7, 2009,
respectively.

         

         “Fiscal Year” means
the fiscal year of the Borrower and its Subsidiaries ending on December
31.

         

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

         

        “GAAP” means generally
accepted accounting principles, as recognized by the American Institute of
Certified Public Accountants and the Financial Accounting Standards Board, as in
effect from time to time.

         

        “Governmental
Approvals” means all authorizations, consents, approvals, permits,
licenses and exemptions of, registrations and filings with, and reports to, all
Governmental Authorities.

         


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

         

        “Guaranty Obligation”
means, with respect to the Borrower and its Subsidiaries, without duplication,
any obligation, contingent or otherwise, of any such Person pursuant to which
such Person has directly or indirectly guaranteed any Indebtedness of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise of any such Person 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 Guaranty Obligation shall not include endorsements for collection or
deposit in the ordinary course of business.

         

        “Hazardous Materials”
means any substances or materials (a) which are or become defined as hazardous
wastes, hazardous substances, pollutants, contaminants, chemical substances or
mixtures or toxic substances under any Environmental Law, (b) which are
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise harmful to human health or the environment and are or
become regulated by any Governmental Authority, (c) the presence of which
require investigation or remediation under any Environmental Law or common law,
(d) the discharge or emission or release of which requires a permit or license
under any Environmental Law or other Governmental Approval, (e) which are
deemed to constitute a nuisance or a trespass which pose a health or safety
hazard to Persons or neighboring properties, (f) which consist of
underground or aboveground storage tanks, whether empty, filled or partially
filled with any substance, or (g) which contain, without limitation,
asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation,
petroleum hydrocarbons, petroleum derived substances or waste, crude oil,
nuclear fuel, natural gas or synthetic gas.

         

        “Hedging Agreement”
means any agreement with respect to any Interest Rate Contract, forward rate
agreement, commodity swap, forward foreign exchange agreement, currency swap
agreement, cross-currency rate swap agreement, currency option agreement or
other agreement or arrangement designed to alter the risks of any Person arising
from fluctuations in interest rates, currency values or commodity prices, all as
amended, restated, supplemented or otherwise modified from time to
time.

         

        “Indebtedness” means,
with respect to the Borrower and its Subsidiaries at any date and without
duplication, the sum of the following calculated in accordance with
GAAP:

         

        (a)           all
liabilities, obligations and indebtedness for borrowed money including
obligations evidenced by bonds, debentures, notes or other similar instruments
of any such Person;

         


        
          
            
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        (b)           all
obligations to pay the deferred purchase price of property or services of any
such Person (including, without limitation, all obligations under
non-competition, earn-out or similar agreements to the extent the foregoing are
characterized as indebtedness in accordance with GAAP), except trade payables
arising in the ordinary course of business;

         

        (c)           the
Attributable Indebtedness of such Person with respect to such Person’s
obligations in respect of Capital Leases and Synthetic Leases (regardless of
whether accounted for as indebtedness under GAAP);

         

        (d)           all
Indebtedness of any other Person secured by a Lien on any asset owned or being
purchased by the Borrower or any of its Subsidiaries (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by the Borrower or any of its
Subsidiaries or is limited in recourse;

         

        (e)           all
Guaranty Obligations of any such Person;

         

        (f)           all
obligations, contingent or otherwise, of any such Person relative to the face
amount of letters of credit including, without limitation, and banker’s
acceptances issued for the account of any such Person, other than such letters
of credit, acceptances or similar extensions of credit that (i) do not support
obligations for borrowed money and (ii) are not drawn upon (or, if drawn upon,
are reimbursed within five (5) Business Days following payment
thereof);

         

        (g)           all
obligations of any such Person to redeem, repurchase, exchange or defease, with
cash, any Capital Stock of such Person; and

         

        (h)           all
Net Hedging Obligations.

         

        For
all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person or such Person’s sole material asset is its
interest in such partnership or joint venture.  For the avoidance of
doubt, Indebtedness shall not include any obligations or liabilities arising
under or in connection with any annuities, insurance policies, insurance
contracts or any other similar agreements.

         

        “Indemnified Taxes”
means Taxes and Other Taxes other than Excluded Taxes.

         

        “Indemnitee” has the
meaning assigned thereto in Section
12.3(b).

         

        “Interest Period” has
the meaning assigned thereto in Section
3.1(b).

         


        
          
            
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        “Interest Rate
Contract” means any interest rate swap agreement, interest rate cap
agreement, interest rate floor agreement, interest rate collar agreement,
interest rate option or any other agreement regarding the hedging of interest
rate risk exposure executed in connection with hedging the interest rate
exposure of any Person and any confirming letter executed pursuant to such
agreement, all as amended, restated, supplemented or otherwise modified from
time to time.

         

         “Lender” means each
Person executing this Agreement as a Lender set forth on the signature pages
hereto and each Person that hereafter becomes a party to this Agreement as a
Lender pursuant to Section
12.10.

         

        “Lending Office”
means, with respect to any Lender, the office of such Lender maintaining such
Lender’s Extensions of Credit.

         

        “LIBOR” means the rate
of interest per annum determined on the basis of the rate for deposits in
Dollars for a period equal to the applicable Interest Period which appears on
the Reuters Page LIBOR01, or its successor page, at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of the applicable
Interest Period (rounded to the nearest 1/100th of
1%).  If, for any reason, such rate does not appear on Reuters Page
LIBOR01, or its successor page, then “LIBOR” shall be determined by the
Administrative Agent to be the arithmetic average of the rate per annum at which
deposits in Dollars would be offered by first class banks in the London
interbank market to the Administrative Agent at approximately 11:00 a.m. (London
time) two (2) Business Days prior to the first day of the applicable Interest
Period for a period equal to such Interest Period.  Each calculation
by the Administrative Agent of LIBOR shall be conclusive and binding for all
purposes, absent manifest error.

         

        “LIBOR Rate” means with respect to any LIBOR Rate Loan, a
rate per annum (rounded to the nearest 1/100th of 1%) determined by the
Administrative Agent pursuant to the following formula:

         

        
          	
                  LIBOR
      Rate =        
           

                	
                  
                    LIBOR

                  

                	 
	 
      	
                  1.00-Eurodollar
      Reserve Percentage

                	 


        

         

        “LIBOR Rate Loan”
means any Loan bearing interest at a rate based upon the LIBOR Rate as provided
in Section
3.1(a).

         

        “Lien” means, with
respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge,
security interest, hypothecation or encumbrance in the nature of security of any
kind in respect of such asset.  For the purposes of this Agreement, a
Person shall be deemed to own subject to a Lien any asset which it has acquired
or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, Capital Lease or other title retention agreement relating to
such asset.

         

        “Loan Documents”
means, collectively, this Agreement, each Revolving Credit Note, as may be
amended, restated, supplemented or otherwise modified from time to
time.

         


        
          
            
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        “Loans” means the
collective reference to the Revolving Credit Loans and “Loan” means any of such
Loans.

         

        “Material Adverse
Effect”  means a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Subsidiaries taken as
a whole or (b) the ability of the Borrower to perform its obligations under the
Loan Documents.

         

        “Material Subsidiary”
means any Subsidiary of the Borrower that, as of any date of determination,
either (a) accounts for ten percent (10%) or more of the revenue of the Borrower
on a Consolidated basis or (b) owns assets with a fair market value in excess of
ten percent (10%) of the total assets of the Borrower on a Consolidated basis,
in each case as determined by reference to the Borrower’s most recently
completed annual audited financial statements and on a consistent basis with
GAAP and Regulation S-X of the Securities Exchange Act of 1934, as
amended.

         

        “Maturity Date” means
the earliest to occur of (a) the 364th day following the Closing Date, (b) the
date of termination by the Borrower pursuant to Section 2.4, or (c)
the date of termination pursuant to Section
10.2(a).

         

        “Merrill Lynch Investment
Managers Transactions” means (i) the transactions contemplated by the
Merrill Lynch Merger Agreement and (ii) the related restructuring of the
capitalization and alignment of the direct and indirect Subsidiaries of the
Borrower.

         

        “Merrill Lynch Merger
Agreement” means the Transaction Agreement and Plan of Merger, dated as
of February 15, 2006, by and among BlackRock,
Inc. (formerly known as New Boise, Inc.), BlackRock Merger Sub., Inc.
(formerly known as Boise Merger Sub, Inc.), BlackRock Holdco 2, Inc. (formerly
known as BlackRock, Inc.) and Merrill Lynch & Co., Inc.

         

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

         

        “Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which
the Borrower or any ERISA Affiliate is making, or is accruing an obligation to
make, or has accrued an obligation to make contributions within the preceding
six (6) years.

         

        “Net Hedging
Obligations” means, as of any date, in respect of any Hedging Agreement,
the Termination Value of any such Hedging Agreement on such date.

         

        “Net Proceeds” means
the aggregate cash proceeds received by Borrower in respect of any Debt
Transaction or Equity Transaction, net of the direct costs relating to such Debt
Transaction or Equity Transaction, including, without limitation, legal,
accounting and investment banking fees and expenses incurred directly as a
result thereof.

         

        “Notice of Account
Designation” has the meaning assigned thereto in Section
2.2(c).

         


        
          
            
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        “Notice of Borrowing”
has the meaning assigned thereto in Section
2.2(a).

         

        “Notice of
Conversion/Continuation” has the meaning assigned thereto in Section 3.2.

         

        “Notice of Prepayment”
has the meaning assigned thereto in Section
2.3(c).

         

        “Obligations” means,
in each case, whether now in existence or hereafter arising: (a) the
principal of and interest on (including interest accruing after the filing of
any bankruptcy or similar petition) the Loans, and (b) all other fees and
commissions (including attorneys’ fees), charges, indebtedness, loans,
liabilities, financial accommodations, obligations, covenants and duties owing
by the Borrower to the Lenders or the Administrative Agent, in each case under
any Loan Document, with respect to any Loan of every kind, nature and
description, direct or indirect, absolute or contingent, due or to become due,
contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note.

         

        “OFAC” means the
Office of Foreign Assets Control of the U.S. Department of the
Treasury.

         

        “Officer’s Compliance
Certificate” means a certificate of the chief financial officer, the head
of business finance or the treasurer of the Borrower substantially in the form
of Exhibit
F.

         

        “Operating Lease”
means, as to any Person as determined in accordance with GAAP, any lease of
property (whether real, personal or mixed) by such Person as lessee which is not
a Capital Lease.

         

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

         

        “Participant” has the
meaning assigned thereto in Section
12.10(d).

         

        “PATRIOT Act” has the
meaning assigned thereto in Section
4.2(h).

         

        “PBGC” means the
Pension Benefit Guaranty Corporation or any successor agency.

         

        “Pension Plan” means
any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to
the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is
maintained for the employees of Borrower or any ERISA Affiliates or (b) has at
any time within the preceding six (6) years been maintained for the employees of
Borrower or any of its current or former ERISA Affiliates.

         


        
          
            
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        “Permitted
Securitization” shall mean any sales or other transfers from time to time
by the Borrower or its Material Subsidiaries of all or any portion of its
receivables in one or more securitization transactions.

         

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

         

        “Prime Rate” means, at
any time, the rate of interest per annum publicly announced from time to time by
the Administrative Agent as its prime rate.  Each change in the Prime
Rate shall be effective as of the opening of business on the day such change in
such prime rate occurs.  The parties hereto acknowledge that the rate
announced publicly by Barclays Bank as its prime rate is an index or base rate
and shall not necessarily be its lowest or best rate charged to its customers or
other banks.

         

        “Qualifying Commercial
Paper” means commercial paper issued by the Borrower the proceeds of
which were used by the Borrower solely to (i) fund the Acquisition in lieu of
drawing Loans under this facility, (ii) refinance Revolving Credit Loans drawn
at a Closing to fund the Acquisition, or (iii) refinance commercial paper the
proceeds of which were used solely to refinance the commercial paper described
in clauses (i) or (ii).

         

        “Register” has the
meaning assigned thereto in Section
12.10(c).

         

        “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the directors,
officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.

         

        “Required Lenders”
means, at any date, any combination of Lenders who hold in aggregate more than
fifty percent (50%) of the Aggregate Commitment or, if the Agreement has been
terminated pursuant to Section 10.2, any
combination of Lenders holding more than fifty percent (50%) of the aggregate
Extensions of Credit; provided that the
Commitment of, and the portion of the Extensions of Credit, as applicable, held
or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders; and provided, further, that at and
following Closing, for so long as more than fifty percent (50%) of the Aggregate
Commitments are held by one Lender, “Required Lenders” means, at any date, any
combination of Lenders who hold in aggregate more than sixty-six and two-thirds
percent (66.66%) of the Aggregate Commitment or, if the Credit Facility has been
terminated pursuant to Section 10.2, any
combination of Lenders holding more than sixty-six and two-thirds percent
(66.66%) of the aggregate Extensions of Credit, except with respect to any
amendments, waivers or consents relating to the conditions precedent set forth
in Article IV, for which the applicable percentage shall be more than fifty
percent (50%).

         

        “Responsible Officer”
means the chief executive officer, president, chief financial officer, chief
accounting officer, head of business finance or treasurer of the Borrower or any
other officer of the Borrower proposed by the Borrower and reasonably acceptable
to the Administrative Agent.  Any document delivered hereunder that is
signed by a Responsible

         


        
          
            
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        Officer
of the Borrower shall be conclusively presumed to have been authorized by all
necessary corporate, partnership and/or other action on the part of the Borrower
and such Responsible Officer shall be conclusively presumed to have acted on
behalf of the Borrower.

         

        “Revolving Credit
Facility” means the revolving credit facility established pursuant to
Article
II.

         

        “Revolving Credit
Lender” means any Lender with a Commitment to make Revolving Credit Loans
hereunder.

         

        “Revolving Credit
Loans” means any revolving loan made to the Borrower pursuant to Section 2.1, and all
such revolving loans collectively as the context requires.

         

        “Revolving Credit
Note” means a promissory note made by the Borrower in favor of a Lender
evidencing the Revolving Credit Loans made by such Lender, substantially in the
form of Exhibit
A-1, and any amendments, supplements and modifications thereto, any
substitutes therefor, and any replacements, restatements, renewals or extension
thereof, in whole or in part.

         

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

         

        “Sanctioned Entity”
means (i) a country or a government of a country, (ii) an agency of the
government of a country, (iii) an organization directly or indirectly controlled
by a country or its government, or (iv) a person or entity resident in or
determined to be resident in a country that is subject to a country sanctions
program administered and enforced by OFAC described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/sanctions/index.html,
or as otherwise published from time to time as such program may be applicable to
such agency, organization or person.

         

        “Sanctioned Person”
means a person named on the list of Specially Designated Nationals or Blocked
Persons maintained by OFAC available at or through http://www.ustreas.gov/offices/enforcement/ofac/.html,
or as otherwise published from time to time.

         

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

         

        “SSR Acquisition”
means the transactions contemplated by the Stock Purchase Agreement, dated as of
August 25, 2004, among MetLife, Inc., Metropolitan Life Insurance Company, SSRM
Holdings, Inc., BlackRock, Inc. and BlackRock Financial Management,
Inc.

         

        “Solvent” means with
respect to any Person, that as of the date of determination, both (i) (a) the
sum of such Person’s debt (including contingent liabilities) does not exceed the
present fair saleable value of such Person’s present assets; (b) such Person’s
capital is not unreasonably small in relation to its business as contemplated on
the Closing Date or with

         


        
          
            
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        respect
to any transaction then contemplated to be undertaken after the Closing Date;
and (c) such Person has not incurred and does not intend to incur, or believe
(nor should it reasonably believe) that it shall incur, debts beyond its ability
to pay such debts at maturity; and (ii) such Person is “solvent” within the
meaning given that term and similar terms under the Bankruptcy Code and
applicable laws relating to fraudulent transfers and conveyances.  For
purposes of this definition (including, without limitation, clause (ii)), (A)
the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability (irrespective of whether such contingent liabilities meet
the criteria for accrual under Statement of Financial Accounting Standard No. 5)
as determined by such Person in good faith; and (B) the “present fair saleable
value...of assets”, “property, at fair valuation” and words of similar import
shall mean the value, as determined by such Person in good faith, of its
business as a going concern (it being agreed that, for purposes of making any
such determination, such Person may value the portion of its business consisting
of Transferred Equity Interests at the price payable pursuant to the Stock
Purchase Agreement).

         

        “Stock Purchase
Agreement” means the Stock Purchase Agreement, dated June 16, 2009, by
and among Barclays Bank, Borrower and the
other parties thereto.

         

        “Subsidiary” means as
to any Person, any corporation, partnership, limited liability company or other
entity of which more than fifty percent (50%) of the outstanding Capital Stock
having ordinary voting power to elect a majority of the board of directors or
other managers of such corporation, partnership, limited liability company or
other entity is at the time owned by or the management is otherwise controlled,
directly or indirectly, by such Person (irrespective of whether, at the time,
Capital Stock of any other class or classes of such corporation, partnership,
limited liability company or other entity shall have or might have voting power
by reason of the happening of any contingency); provided, however, that a
Subsidiary shall not include any Excluded Subsidiary.  Unless
otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall
refer to those of the Borrower.

         

        “Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
Operating Lease in accordance with GAAP.

         

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

         

        “Termination Event”
means except for any such event or condition that could not reasonably be
expected to have a Material Adverse Effect: (a) a “Reportable Event”
described in Section 4043 of ERISA for which the notice requirement has not been
waived by the PBGC, or (b) the withdrawal of Borrower or any ERISA
Affiliate from a Pension Plan during a plan year in which it was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a
Pension Plan, the filing of a notice of intent to terminate a Pension Plan or
the

         


        
          
            
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        treatment
of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if
the plan assets are not sufficient to pay all plan liabilities, or (d) the
institution of proceedings to terminate, or the appointment of a trustee with
respect to, any Pension Plan by the PBGC, or (e) any other event or condition
which would constitute grounds under Section 4042(a) of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan,
or (f) the imposition of a Lien pursuant to Section 412 of the Code or Section
302 of ERISA, or (g) the partial or complete withdrawal of Borrower or any
ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by
such plan, or (h) any event or condition which results in the
reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245
of ERISA, or (i) any event or condition which results in the termination of a
Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of
proceedings to terminate a Multiemployer Plan under Section 4042 of
ERISA.

         

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

         

        “Transaction Announcement
Date” means June 11, 2009, which is the date on which with Acquisition
was announced.

         

        “Transferred Entities”
has the meaning granted in the Stock Purchase Agreement.

         

        “Transferred Equity
Interests” has the meaning granted in the Stock Purchase
Agreement.

         

        “Unrestricted Cash”
means all cash of the Borrower and its Subsidiaries that are Domestic
Subsidiaries (i) that is not subject to a Lien (other than banker’s or similar
liens) or (ii) the use of such cash by the Borrower or any such Subsidiary is
not restricted by Applicable Law.

         

        Section
1.2         Other Definitions and
Provisions.  With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan
Document:  (a) the definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined, (b) whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms, (c) the words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same
meaning and effect as the word “shall”, (e) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (f) any reference
herein to any Person shall be

         


        
          
            
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        construed to include such Person’s permitted successors
and assigns, (g) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (h) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights, (j)
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, (k) 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”, and (l) section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

         

        Section
1.3         Accounting Terms.  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, except as otherwise specifically prescribed
herein.

         

        Section
1.4         Rounding.  Any
financial ratios required to be maintained by the Borrower 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).

         

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

         

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

         

        ARTICLE
II

         

        REVOLVING CREDIT
FACILITY

         

        Section
2.1         Revolving Credit
Loans.  Subject to the terms and conditions of this Agreement,
each Revolving Credit Lender severally agrees to make Revolving Credit Loans in
Dollars to the Borrower from time to time during the Availability Period as
requested by the

         


        
          
            
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        Borrower
in accordance with the terms of Section 2.2; provided, that, (a)
the aggregate principal amount of all outstanding Revolving Credit Loans (after
giving effect to any amount requested and the use thereof) shall not exceed an
amount equal to the Aggregate Commitment and (b) the principal amount of
outstanding Revolving Credit Loans from any Revolving Credit Lender to the
Borrower shall not at any time exceed such Revolving Credit Lender’s
Commitment.  Each Revolving Credit Loan by a Revolving Credit Lender
shall be in a principal amount equal to such Revolving Credit Lender’s
Commitment Percentage of the aggregate principal amount of Revolving Credit
Loans requested on such occasion.  Subject to the terms and conditions
hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans
hereunder until the Maturity Date; provided that Borrower may only reborrow
Revolving Credit Loans to the extent the proceeds of the borrowings are used
solely to refinance Qualifying Commercial Paper.

         

        Section
2.2          Procedure for Advances of
Revolving Credit Loans.

         

        (a)           Requests for
Borrowing.  The Borrower shall give the Administrative Agent
irrevocable prior written notice substantially in the form of Exhibit B
(a “Notice of
Borrowing”) or telephonic notice (followed by prompt delivery of such
Notice of Borrowing) not later than 11:00 a.m. New York time (i) on the
same Business Day as each Base Rate Loan including such Base Rate Loans borrowed
to refinance Qualifying Commercial Paper and (ii) on or prior to the third
(3rd)
Business Day before each LIBOR Rate Loan, specifying (A) the date of such
borrowing, which shall be a Business Day, (B) whether such Loan shall be a
LIBOR Rate Loan or a Base Rate Loan, (C) the amount of such borrowing, which
shall be in an amount equal to the amount of the Aggregate Commitment, then
available to the Borrower, or if less, in an aggregate principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and (D) in the
case of a LIBOR Rate Loan, the duration of the Interest Period applicable
thereto.  A Notice of Borrowing received after the time set forth
above shall be deemed received on the next Business Day.  The
Administrative Agent shall promptly notify the applicable Lenders of each Notice
of Borrowing.

         

        (b)           Disbursement of Revolving
Credit Loans.  Not later than 1:00 p.m. (New York time) on the
proposed borrowing date for any Revolving Credit Loan, each Revolving Credit
Lender will make available to the Administrative Agent, for the account of the
Borrower, at the Administrative Agent’s Office in funds in Dollars immediately
available to the Administrative Agent, such Revolving Credit Lender’s Commitment
Percentage of the Revolving Credit Loans to be made on such borrowing
date.

         

        (c)           Account
Designation.  The Borrower hereby irrevocably authorizes the
Administrative Agent to disburse the proceeds of each borrowing requested
pursuant to this Section in immediately available funds by crediting or wiring
such proceeds to the deposit account of the Borrower identified in the most
recent notice substantially in the form of Exhibit C
(a “Notice of Account
Designation”) delivered by the Borrower to the Administrative Agent or as
may be otherwise agreed upon by the Borrower and the Administrative Agent from
time to time.  Subject to Section 3.7 hereof,
the

         


        
          
            
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        Administrative
Agent shall not be obligated to disburse the portion of the proceeds of any
Revolving Credit Loan requested pursuant to this Section to the extent that any
Revolving Credit Lender has not made available to the Administrative Agent its
Commitment Percentage of such Revolving Credit Loan.

         

        Section
2.3          Repayment and Prepayment of
Revolving Credit.

         

        (a)           Repayment on Maturity
Date.  The Borrower hereby agrees to repay the outstanding
principal amount of all Revolving Credit Loans in full in Dollars on the
Maturity Date, together with all accrued but unpaid interest
thereon.

         

        (b)           Mandatory
Prepayments.

         

          
(i)           Aggregate
Commitment.  If at any time the outstanding principal amount of
all Revolving Credit Loans exceeds the Aggregate Commitment, then, in each such
case, the Borrower shall within four (4) Business Days of receipt of a notice of
such excess from the Administrative Agent (I) first, if (and to the
extent) necessary to eliminate such excess, repay outstanding Revolving Credit
Loans which are Base Rate Loans by the amount of such excess (and/or reduce any
pending request for such Loans on such day by the amount of such excess) and
(II) second, if
(and to the extent) necessary to eliminate such excess, repay LIBOR Rate Loans
by the amount of such excess (and/or reduce any pending requests for a borrowing
or conversion of such Loans submitted in respect of such Loans on such day by
the amount of such excess).

         

          
(ii)           Financing
Transactions.  Within three (3) Business Days after the
Borrower receives any Net Proceeds from any Debt Transaction, or any Excess
Equity Proceeds (but in each case only to the extent received on or after the
date hereof), (x) Borrower shall prepay any amounts currently outstanding under
the Revolving Credit Loans with such Net Proceeds or such Excess Equity
Proceeds, as the case may be; and (y) (except in the case of the receipt of
proceeds of Qualifying Commercial Paper) the Aggregate Commitment shall be
permanently reduced in an amount equal to the Net Proceeds of any such Debt
Transaction or Excess Equity Proceeds.

         

          
(iii)           Compliance and
Payments.  The Borrower’s compliance with this Section 2.3(b) shall
be tested from time to time by the Administrative Agent at its sole
discretion.  Each such repayment
pursuant to this Section 2.3(b) shall be accompanied by any amount required to be paid
pursuant to Section 3.9 hereof.

         

        (c)           Optional
Prepayments.  The Borrower may at any time and from time to
time prepay Revolving Credit Loans, in whole or in part, with irrevocable prior
written notice to the Administrative Agent substantially in the form of Exhibit D
(a “Notice of
Prepayment”) or telephonic notice (followed by prompt delivery of such
Notice of Prepayment) given not later than 11:00 a.m. New York time (i) on
the same Business

         


        
          
            
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        Day
as each repayment of a Base Rate Loan and (ii) on the third (3rd)
Business Day before each repayment of a LIBOR Rate Loan, specifying (A) the date
of prepayment, (B) the amount of prepayment, and (C) whether the prepayment
is of LIBOR Rate Loans or Base Rate Loans.  Upon receipt of such
notice, the Administrative Agent shall promptly notify each applicable
Lender.  If any such notice is given, the amount specified in such
notice shall be due and payable on the date set forth in such
notice.  Partial prepayments shall be in an aggregate amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  A
Notice of Prepayment received after the applicable time stated above shall be
deemed received on the next Business Day.  Each such prepayment shall
be accompanied by any amount required to be paid pursuant to Section 3.9
hereof.

         

        (d)           Limitation on Prepayment of
LIBOR Rate Loans.  The Borrower may not prepay any LIBOR Rate
Loan on any day other than on the last day of the Interest Period applicable
thereto unless such prepayment is accompanied by any amount required to be paid
pursuant to Section
3.9 hereof.

         

        (e)           Hedging
Agreements.  No repayment or prepayment pursuant to this Section 2.3 shall
affect any of the Borrower’s obligations under any Hedging
Agreement.

         

        Section
2.4          Permanent Reduction of the
Commitment.

         

        (a)           Voluntary
Reduction.  The Borrower shall have the right at any time and
from time to time, upon at least three (3) Business Days prior written notice to
the Administrative Agent, to, without premium or penalty, permanently (i)
terminate the entire Aggregate Commitment at any time or (ii) reduce portions of
the Aggregate Commitment, from time to time, in an aggregate principal amount
not less than $5,000,000 or any whole multiple of $1,000,000 in excess
thereof.  Any reduction of the Aggregate Commitment shall be applied
to the Commitment of each Lender according to its Commitment
Percentage.  All commitment fees accrued until the effective date of
any termination of the Aggregate Commitment shall be paid on the effective date
of such termination.

         

        (b)           Corresponding
Payment.  Each permanent reduction permitted pursuant to this
Section shall be accompanied by a payment of principal sufficient to reduce the
aggregate amount of all outstanding Revolving Credit Loans so such Loans do not
exceed the Aggregate Commitment as so reduced.  Any reduction of the
Aggregate Commitment to zero shall be accompanied by payment of all outstanding
Revolving Credit Loans and shall result in the termination of the Aggregate
Commitment and the Revolving Credit Facility.  If the reduction of the
Aggregate Commitment requires the repayment of any LIBOR Rate Loan, such
repayment shall be accompanied by any amount required to be paid pursuant to
Section 3.9(c)
hereof.

         

         

        Section
2.5           Termination of Credit
Facility.  The Credit Facility shall terminate on the Maturity
Date.

         


        
          
            
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        ARTICLE
III

         

        GENERAL LOAN
PROVISIONS

         

        Section
3.1          Interest.

         

        (a)           Interest Rate
Options.  Subject to the provisions of this Section, at the
election of the Borrower, Revolving Credit Loans shall bear interest at (A) the
Base Rate plus
the Applicable Percentage or (B) the LIBOR Rate plus the Applicable
Percentage (provided that the
LIBOR Rate shall not be available until three (3) Business Days after the
Closing Date unless the Borrower has delivered to
the Administrative Agent a letter in form and substance satisfactory to the
Administrative Agent indemnifying the Lenders against any loss or expense which
may arise or be attributable to such Lender’s obtaining, liquidating or
employing deposits or other funds acquired to effect, fund or maintain any Loan
due to any failure of the Borrower to borrow on the date specified therefore in
the initial Notice of Borrowing).  The Borrower shall select
the rate of interest and Interest Period, if any, applicable to any Revolving
Credit Loan at the time a Notice of Borrowing is given or at the time a Notice
of Conversion/Continuation is given pursuant to Section
3.2.  Any Revolving Credit Loan or any portion thereof as to
which the Borrower has not duly specified an interest rate as provided herein
shall be deemed a Base Rate Loan.

         

        (b)           Interest
Periods.  In connection with each LIBOR Rate Loan, the
Borrower, by giving notice at the times described in Section 2.2 or 3.2, as applicable,
shall elect an interest period (each, an “Interest Period”) to
be applicable to such Loan, which Interest Period shall be a period of one (1)
week, one (1) month, two (2) months, three (3) months or six (6) months, or, if
agreed to by all Lenders, a period of less than thirty (30) days but more than
one (1) week, or a period of nine (9) or twelve (12) months; provided
that:

         

          
(i)           the
Interest Period shall commence on the date of advance of or conversion to any
LIBOR Rate Loan and, in the case of immediately successive Interest Periods,
each successive Interest Period shall commence on the date on which the
immediately preceding Interest Period expires;

         

          
(ii)           if
any Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided, that if any
Interest Period with respect to a LIBOR Rate Loan would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the
immediately preceding Business Day;

         

          
(iii)          any
Interest Period with respect to a LIBOR Rate Loan 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

         


        
          
            
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        Period)
shall end on the last Business Day of the relevant calendar month at the end of
such Interest Period; and

         

          
(iv)           there
shall be no more than ten (10) Interest Periods in effect at any
time.

         

        (c)           Default
Rate.  Subject to Section 10.3, as
directed by the Required Lenders, upon the occurrence and during the continuance
of an Event of Default under Section 10.1(a) or
(b), (i) the
Borrower shall no longer have the option to request LIBOR Rate Loans, (ii) the
principal amount of all past due LIBOR Rate Loans shall bear interest at a rate
per annum two percent (2%) in excess of the rate then applicable to LIBOR Rate
Loans until the end of the applicable Interest Period and thereafter at a rate
equal to two percent (2%) in excess of the rate then applicable to Base Rate
Loans, and (iii) all past due Base Rate Loans and other Obligations arising
hereunder or under any other Loan Document shall bear interest at a rate per
annum equal to two percent (2%) in excess of the rate then applicable to Base
Rate Loans or such other Obligations arising hereunder or under any other Loan
Document.  Interest shall continue to accrue on the Obligations after
the filing by or against the Borrower of any petition seeking any relief in
bankruptcy or under any act or law pertaining to insolvency or debtor relief,
whether state, federal, or foreign.

         

        (d)           Interest Payment and
Computation.  Interest on each Base Rate Loan shall be due and
payable in arrears on the last Business Day of each calendar quarter commencing
March 31, 2010; and interest on each LIBOR Rate Loan shall be due and payable on
the last day of each Interest Period applicable thereto, and if such Interest
Period extends over three (3) months, at the end of each three (3) month
interval during such Interest Period.  Interest on LIBOR Rate Loans,
Base Rate Loans based on the Federal Funds Rate, and all fees payable hereunder
shall be computed on the basis of a 360-day year and assessed for the actual
number of days elapsed and interest on Base Rate Loans based on the Prime Rate
shall be computed on the basis of a 365/366-day year and assessed for the actual
number of days elapsed.

         

        (e)           Maximum
Rate.  In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest under this Agreement charged or
collected pursuant to the terms of this Agreement exceed the highest rate
permissible under any Applicable Law which a court of competent jurisdiction
shall, in a final determination, deem applicable hereto.  In the event
that such a court determines that the Lenders have charged or received interest
hereunder or under any other Loan Document in excess of the highest applicable
rate, the rate in effect hereunder shall automatically be reduced to the maximum
rate permitted by Applicable Law and the Lenders shall at the Administrative
Agent’s option (i) promptly refund to the Borrower any interest received by the
Lenders in excess of the maximum lawful rate or (ii) apply such excess to the
principal balance of the Obligations on a pro rata
basis.  It is the intent hereof that the Borrower not pay or contract
to pay, and that neither the Administrative Agent nor any

         


        
          
            
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        Lender
receive or contract to receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may be paid by the Borrower under Applicable
Law.

         

        Section
3.2         Notice and Manner of
Conversion or Continuation of Revolving Credit Loans.  Provided
that no Event of Default has occurred and is then continuing, the Borrower shall
have the option to (a) convert at any time following the third Business Day
after the Closing Date all or any portion of any outstanding Base Rate Loans in
a principal amount equal to $5,000,000 or any whole multiple of $1,000,000 in
excess thereof into one or more LIBOR Rate Loans and (b) upon the expiration of
any Interest Period convert all or any part of its outstanding LIBOR Rate Loans
in a principal amount equal to $5,000,000 or a whole multiple of $1,000,000 in
excess thereof into Base Rate Loans.  Whenever the Borrower desires to
convert or continue Revolving Credit Loans as provided above, the Borrower shall
give the Administrative Agent irrevocable prior written notice in the form
attached as Exhibit E
(a “Notice of
Conversion/Continuation”) or telephonic notice (followed by prompt
delivery of such Notice of Conversion/Continuation) not later than 11:00 a.m.
(New York time) three (3) Business Days before the day on which a proposed
conversion of such Loan is to be effective specifying (A) the Revolving Credit
Loans to be converted and, in the case of any LIBOR Rate Loan to be converted or
continued, the last day of the Interest Period therefor, (B) the effective
date of such conversion (which shall be a Business Day), (C) the principal
amount of such Revolving Credit Loans to be converted, and (D) the Interest
Period to be applicable to such converted LIBOR Rate Loan.  The
Administrative Agent shall promptly notify the Revolving Credit Lenders of such
Notice of Conversion/Continuation.

         

        Section
3.3          Fees.

         

        (a)           Commitment
Fee.  Commencing on the Closing Date, the Borrower shall pay to
the Administrative Agent, for the account of the Revolving Credit Lenders, a
non-refundable commitment fee at a rate per annum equal to the Applicable
Percentage on the average daily unused portion of the
Commitments.  The commitment fee shall be payable in arrears on the
last Business Day of each calendar quarter during the term of this Agreement
commencing March 31, 2010, and on the Maturity Date.  Such commitment
fee shall be distributed by the Administrative Agent to the Revolving Credit
Lenders pro
rata in
accordance with the Revolving Credit Lenders’ respective Commitment
Percentages.

         

        (b)           Other
Fees.  The Borrower agrees to pay any fees set forth in the Fee
Letters.

         

        Section
3.4          Manner of
Payment.

         

        (a)           Revolving Credit
Loans.  Each payment by the Borrower on account of the
principal of or interest on the Loans or of any fee, commission or other amounts
payable to the applicable Lenders under this Agreement shall be made in Dollars
not later than 1:00 p.m. (New York time) on the date specified for payment under
this Agreement to the Administrative Agent at the Administrative Agent’s Office
for the account of the

         


        
          
            
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        applicable
Lenders (other than as set forth below) pro rata in accordance
with their respective Commitment Percentages (except as specified below), in
Dollars, in immediately available funds and shall be made without any setoff,
counterclaim or deduction whatsoever.  Any payment received after such
time but before 2:00 p.m. (New York time) on such day shall be deemed a payment
on such date for the purposes of Section 10.1, but for
all other purposes shall be deemed to have been made on the next succeeding
Business Day.  Any payment received after 2:00 p.m. (New York time)
shall be deemed to have been made on the next succeeding Business Day for all
purposes.

         

        (b)           Pro Rata
Treatment.  Upon receipt by the Administrative Agent of each
such payment, the Administrative Agent shall distribute to each Lender at its
address for notices set forth herein its pro rata share of such
payment in accordance with such Lender’s Commitment Percentage, (except as
specified below) and shall wire advice of the amount of such credit to each such
Lender.  Each payment to the Administrative Agent of the upfront fees
and commitment fees or expenses shall be made for the account of the
Administrative Agent and any amount payable to any Lender under Section 3.9, 3.10, 3.11 or 12.3 shall be paid to
the Administrative Agent for the account of the applicable
Lender.  Subject to Section 3.1(b)(ii) if
any payment under this Agreement shall be specified to be made upon a day which
is not a Business Day, it shall be made on the next succeeding day which is a
Business Day and such extension of time shall in such case be included in
computing any interest if payable along with such payment.

         

        Section
3.5          Evidence of
Indebtedness.

         

        (a)           Extensions of
Credit.  The Extensions of Credit made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender shall
be conclusive absent manifest error of the amount of the Extensions of Credit
made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Obligations.  In the event of
any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.  Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Revolving Credit Note, which shall evidence
such Lender’s Revolving Credit Loans, in addition to such accounts or
records.  Each Lender may attach schedules to its Notes and endorse
thereon the date, amount and maturity of its Loans and payments with respect
thereto.

         

        Section
3.6          Adjustments.  If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or other obligations hereunder resulting in such Lender’s receiving
payment of a proportion of the aggregate amount of its Loans and accrued
interest thereon or other such

         


        
          
            
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        obligations
(other than pursuant to Section 3.9, 3.10, 3.11 or 12.3 hereof) greater
than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact,
and (b) purchase (for cash at face value) participations in the Loans and such
other obligations of the other Lenders, or make such other adjustments as shall
be equitable, so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and other amounts owing them; provided
that

         

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

         

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

         

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

         

        Section
3.7          Nature of Obligations of
Lenders Regarding Extensions of Credit; Assumption by the Administrative
Agent.  The obligations of the Lenders under this Agreement to
make the Loans are several and are not joint or joint and
several.  Unless the Administrative Agent shall have received notice
from a Lender prior to a proposed borrowing date or as of a proposed borrowing
time, as applicable, that such Lender will not make available to the
Administrative Agent such Lender’s ratable portion of the amount to be borrowed
on such date or time (which notice shall not release such Lender of its
obligations hereunder), the Administrative Agent may assume that such Lender has
made such portion available to the Administrative Agent on such proposed
borrowing date or as of such proposed borrowing time in accordance with Section 2.2(b), and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date or time a corresponding amount.  If such
amount is made available to the Administrative Agent on a date or time after
such borrowing date or time, as applicable, such Lender shall pay to the
Administrative Agent on demand an amount, until paid, equal to with respect to
any Loan, the product of (i) the amount not made available by such Lender in
accordance with the terms hereof, times (ii) the daily
average Federal Funds Rate during such period as determined by the
Administrative Agent, times (iii) a fraction the numerator of which is the
number of days that elapse from and including such borrowing date or time to the
date on which such amount not made available by such Lender in accordance with
the terms hereof shall have become immediately available to the Administrative
Agent and the denominator of which is 360.  A certificate of the
Administrative

         


        
          
            
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        Agent
with respect to any amounts owing under this Section shall be conclusive, absent
manifest error.  If such Lender’s Commitment Percentage of such
borrowing is not made available to the Administrative Agent by such Lender
within three (3) Business Days after such borrowing date or time, the
Administrative Agent shall be entitled to recover such amount made available by
the Administrative Agent with interest thereon at the rate per annum applicable
to Base Rate Loans hereunder, on demand, from the Borrower.  The
failure of any Lender to make available its Commitment Percentage of any Loan
requested by the Borrower shall not relieve it or any other Lender of its
obligation, if any, hereunder to make its Commitment Percentage of such Loan
available on the borrowing date or as of such borrowing time, as applicable, but
no Lender shall be responsible for the failure of any other Lender to make its
Commitment Percentage of such Loan available on the borrowing date or as of such
borrowing time, as applicable.  Notwithstanding anything set forth
herein to the contrary, any Lender that is a Defaulting Lender shall not (a)
have any voting or consent rights under or with respect to any Loan Document,
except that the Commitment of such Defaulting Lender may not be increased or
decreased without the consent of such Defaulting Lender, or (b) constitute a
“Lender” (or be included in the calculation of Required Lenders hereunder) for
any voting or consent rights under or with respect to any Loan
Document.

         

        Section
3.8          Changed
Circumstances.

         

        (a)           Circumstances Affecting
LIBOR Rate.  If with respect to any Interest Period the
Administrative Agent or any Lender (after consultation with the Administrative
Agent) shall determine that by reason of circumstances affecting the foreign
exchange and interbank markets generally, deposits in eurodollars in the
applicable amounts are not being quoted via the Reuters Page LIBOR01, or its
successor page, or offered to the Administrative Agent or such Lender for such
Interest Period, then the Administrative Agent shall forthwith give notice
thereof to the Borrower.  Thereafter, until the Administrative Agent
notifies the Borrower that such circumstances no longer exist, the obligation of
the Lenders to make LIBOR Rate Loans, and the right of the Borrower to convert
any Loan to a LIBOR Rate Loan, shall be suspended, and the Borrower shall repay
in full (or cause to be repaid in full) the then outstanding principal amount of
each such LIBOR Rate Loan, together with accrued interest thereon, (A) on
the last day of the then current Interest Period, to such LIBOR Rate Loan, or
(B) with respect to any LIBOR Rate Loans, convert the then outstanding
principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last
day of such Interest Period.

         

        (b)           Laws Affecting LIBOR
Rate.  If, after the date hereof, the introduction of, or any
change in, any Applicable Law or any change in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any of the Lenders (or any of their respective Lending Offices) with any
request or directive (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, shall make it
unlawful or impossible for any of the Lenders (or any of their respective
Lending Offices) to honor its obligations hereunder to make or maintain any
LIBOR Rate Loan, such Lender shall promptly give notice thereof to
the

         


        
          
            
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        Administrative
Agent and the Administrative Agent shall promptly give notice to the Borrower
and the other Lenders.  Thereafter, until the Administrative Agent
notifies the Borrower that such circumstances no longer exist, (i) the
obligations of the Lenders to make LIBOR Rate Loans, and the right of the
Borrower to convert any Revolving Credit Loan or continue any Revolving Credit
Loan as a LIBOR Rate Loan, shall be suspended and thereafter the Borrower may
select Base Rate Loans, and (ii) if any of the Lenders may not lawfully continue
to maintain a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately
be converted to a Base Rate Loan for the remainder of such Interest Period;
provided that
if the Borrower elects to make such conversion, the Borrower shall pay to the
Administrative Agent and the Lenders any and all costs, fees and other expenses
incurred by the Administrative Agent and the Lenders in effecting such
conversion.

         

        Section
3.9          Indemnity.  The
Borrower hereby indemnifies each of the Lenders against any loss or expense
(including, without limitation, any foreign exchange costs, and excluding loss
of profits or anticipated profits) which may arise or be attributable to each
Lender’s obtaining, liquidating or employing deposits or other funds acquired to
effect, fund or maintain any Loan (a) as a consequence of any failure by the
Borrower to make any payment when due of any amount due hereunder in connection
with a LIBOR Rate Loan (b) due to any failure of the Borrower to borrow,
continue or convert on a date specified therefor in a Notice of Borrowing or
Notice of Conversion/Continuation or (c) due to any payment, prepayment or
conversion of any LIBOR Rate Loan on a date other than the last day of the
Interest Period therefor.  The amount of such loss or expense shall be
determined, in the applicable Lender’s sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate
Loans in the London interbank market and using any reasonable attribution or
averaging methods which such Lender deems appropriate and
practical.  A certificate of such Lender setting forth the basis for
determining such amount or amounts necessary to compensate such Lender shall be
forwarded to the Borrower through the Administrative Agent and shall be
conclusively presumed to be correct save for manifest error.

         

        Section
3.10        Increased
Costs.

         

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

         

          
(i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or advances, loans or other credit extended or participated in
by, any Lender (except any reserve requirement reflected in the LIBOR
Rate);

         

          
(ii)           subject
any Lender to any tax of any kind whatsoever with respect to this Agreement or
any LIBOR Rate Loan made by it, or change the basis of taxation of payments to
such Lender, in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section
3.11 and the imposition of, or any change in the rate of any Excluded Tax
payable by such Lender); or

         


        
          
            
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(iii)           impose
on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or LIBOR Rate Loans made by such
Lender;

         

        and
the result of any of the foregoing shall be to increase the cost to such Lender
of making, converting into or maintaining any LIBOR Rate Loan (or of maintaining
its obligation to make any such Loan), or to reduce the amount of any sum
received or receivable by such Lender (whether of principal, interest or any
other amount) then, upon written request of such Lender, the Borrower shall
promptly pay to any such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

         

        (b)           Capital
Requirements.  If any Lender determines that any Change in Law
affecting such Lender or any lending office of such Lender or such Lender’s
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital
of such Lender’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender, or the Loans made by such Lender, to a level
below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s and
the policies of such Lender’s holding company with respect to capital adequacy),
then from time to time upon written request of such Lender, the Borrower shall
promptly pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction
suffered.

         

        (c)           Certificates for
Reimbursement.  A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company, as
the case may be, as specified in paragraph (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within thirty (30) days after receipt thereof.

         

        (d)           Delay in
Requests.  Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs incurred or reductions suffered more than nine (9)
months prior to the date that such Lender  notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such
Lender’s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).

         


        
          
            
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        Section
3.11        Taxes.

         

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

         

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

         

        (c)           Indemnification by the
Borrower. The Borrower shall indemnify the Administrative Agent and each
Lender, within ten (10) days after demand therefor, for the full amount of any
Indemnified Taxes (including Indemnified Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent or such Lender, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority; provided that if the
Borrower reasonably believes that such Indemnified Taxes were not correctly or
legally asserted, the Administrative Agent or such Lender, as the case may be,
will use reasonable efforts to cooperate with the Borrower (at the Borrower’s
expense) to obtain a refund of such Indemnified Taxes (in cash or as a credit
against another existing tax liability), the benefit of which refund shall be
returned to the Borrower to the extent provided in Section
3.11(f).  A certificate as to the amount of such payment or
liability (along with a copy of any applicable documents from the Internal
Revenue Service or other Governmental Authority that asserts such claim as to
Indemnified Taxes) delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

         

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

         


        
          
            
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        (e)           Status of Lenders.
Each Foreign Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrower is
resident for tax purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan Document shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by Applicable Law or reasonably requested in writing by the
Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by Applicable Law as will permit such payments under
this Agreement to be made without withholding or at a reduced rate of
withholding to the extent the relevant law or treaty provides.  In
addition, any Lender, if requested in writing by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by
Applicable Law or reasonably requested in writing by the Borrower or the
Administrative Agent as will enable the Borrower or the Administrative Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.  Without limiting the generality
of the foregoing, each Foreign Lender shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be reasonably requested
by the recipient) on or prior to the date on which such Foreign Lender becomes a
Lender under this Agreement (and from time to time thereafter upon the request
of the Borrower or the Administrative Agent, but only if such Foreign Lender is
legally required to do so):

         

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

         

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

         

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

         

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

         

        (f)           Treatment of Certain
Refunds.  If the Administrative Agent or a Lender reasonably
determines, in its sole discretion, that it has received a refund of, or a
credit with respect to, any Taxes as to which it has been indemnified by the
Borrower or with

         


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

         

        (g)           Survival.  Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section shall
survive the payment in full of the Obligations and the termination of the
Commitments.

         

        Section
3.12        Mitigation Obligations;
Replacement of Lenders.

         

        (a)           Designation of a Different
Lending Office. If any Lender requests compensation under Section 3.10, or
requires the Borrower to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.11, then
such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.10 or Section 3.11, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or
assignment.

         

        (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.10, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.11, or if
any Lender defaults in its obligation to fund Loans hereunder, then the Borrower
may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 12.10), all
of its interests, rights and obligations under this Agreement and the related
Loan

         


        
          
            
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        Documents
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided
that

         

          
(i)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
12.10,

         

          
(ii)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including
any amounts under Section 3.11) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts),

         

          
(iii)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.10 or
payments required to be made pursuant to Section 3.11, such
assignment will result in a reduction in such compensation or payments
thereafter, and

         

          
(iv)           such
assignment does not conflict with Applicable Law.

         

        A
Lender shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

         

        ARTICLE
IV

         

        CONDITIONS OF EFFECTIVENESS

        Section
4.1          Reserved.

         

        Section
4.2          Conditions to
Effectiveness.  The effectiveness of the facility and the
obligations of the Lenders to make Loans are subject to the satisfaction of each
of the following conditions:

         

        (a)           Executed Loan
Documents.  This Agreement and a Revolving Credit Note in favor
of each Revolving Credit Lender requesting a Revolving Credit Note shall have
been duly authorized, executed and delivered to the Administrative Agent by the
parties thereto, shall be in full force and effect and no Default or Event of
Default shall exist hereunder or thereunder.

         

        (b)           Evidence of
Proceeds.  Borrower shall provide evidence
that  Borrower has received debt and equity proceeds (including the
proceeds of the Revolving Credit Facility, cash on hand, drawings under the
Existing Revolving Credit Facility and the cash proceeds of equity investments
in the Borrower prior to Closing) sufficient to pay the amounts to be paid by
Borrower at the relevant Closing.

         


        
          
            
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        (c)           Simultaneous
Consummation.  The initial Closing shall be consummated
simultaneously with the initial extension of credit (or, if Loans are not being
used to finance the Acquisition, the effectiveness of this facility) and in
accordance with the terms of the Stock Purchase Agreement (provided that if any
commitment is assigned to or held by any Lender other than Barclays Bank PLC, no waiver, amendment,
supplement or modification shall have been made to the Stock Purchase Agreement
that is material and adverse to the interests of such other
Lenders.)

         

        (d)           Pro forma Financial
Statements. The Administrative Agent shall have received pro forma income
statements for the past fiscal year and the most recent interim period, and a
pro forma balance sheet at the end of the most recent interim period (provided
that Barclays Bank PLC has provided the financial information for the
Transferred Entities for such fiscal year and interim period set forth in
Section 6.28 of the Stock Purchase Agreement to Borrower no later than
forty-five (45) days prior to Closing).

         

        (e)           Effectiveness Certificates;
Etc.  The Administrative Agent shall have received each of the
following in form and substance reasonably satisfactory to the Administrative
Agent:

         

          
(i)           Officer’s Certificate of the
Borrower.  A certificate from a Responsible Officer of the
Borrower to the effect that all representations and warranties of the Borrower
contained in this Agreement and the other Loan Documents (other than the
representations and warranties set forth in Section 5.1(e), 5.1(f) and 5.1(j))
are true, correct and complete  in all material respects as if made on
such date, except to the extent that any such representation or warranty relates
to an earlier specific date in which case such representation and warranty shall
be true and correct as of such earlier date; that the Borrower is not in
violation of any of the covenants contained in this Agreement and the other Loan
Documents; that, after giving effect to the transactions contemplated by this
Agreement, no Default or Event of Default has occurred and is continuing; and
that the Borrower has satisfied each of the conditions set forth in Section
4.2.

         

          
(ii)           Certificate of Secretary of
the Borrower.  A certificate of a Responsible Officer of the
Borrower certifying as to the incumbency and genuineness of the signature of
each officer of the Borrower executing Loan Documents to which it is a party and
certifying that attached thereto is a true, correct and complete copy of (A) the
articles of incorporation of the Borrower and all amendments thereto, certified
as of a recent date by the Secretary of State of the State of Delaware, (B) the
bylaws of the Borrower as in effect on the Closing Date, (C) resolutions duly
adopted by the board of directors of the Borrower authorizing the transactions
contemplated hereunder and the execution, delivery and performance of this
Agreement and the other Loan Documents to which it is a party, and (D) each
certificate required to be delivered pursuant to Section
4.2(e)(iii).

         


        
          
            
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(iii)           Certificates of Good
Standing.  Certificates as of a recent date of the good
standing of the Borrower under the laws of the State of Delaware and, to the
extent requested by the Administrative Agent, each other jurisdiction where the
Borrower is qualified to do business and, to the extent available, a certificate
of the relevant taxing authorities of such jurisdictions certifying that the
Borrower has filed required tax returns and owes no delinquent taxes except for
those being contested in good faith pursuant to Section
5.1(e).

         

          
(iv)           Opinions of
Counsel.  Favorable opinions of counsel to the Borrower
addressed to the Administrative Agent and the Lenders with respect to the
Borrower, the Loan Documents and such other matters as the Lenders shall
reasonably request.

         

          
(v)           Tax
Forms.  Copies of the United States Internal Revenue Service
forms required by Section
3.11(e).

         

        (f)           Consents;
Defaults.

         

          
(i)           Governmental and Third Party
Approvals.  The Borrower
shall have received all material governmental, shareholder and third party
consents and approvals necessary (or any other material consents as determined
in the reasonable discretion of the Administrative Agent) in connection with the
transactions contemplated by this Agreement and the other Loan Documents and the
other transactions contemplated hereby and all applicable waiting periods shall
have expired without any action being taken by any Person that could reasonably
be expected to restrain, prevent or impose any material adverse conditions on
the Borrower or the transactions contemplated by the Loan Documents or that
could seek or threaten any of the foregoing, and no law or regulation shall be
applicable which in the reasonable judgment of the Administrative Agent could
reasonably be expected to have a Material Adverse
Effect.

         

          
(ii)           No Injunction,
Etc.  Except for the Disclosed Litigation Matters (as defined
in Section
5.1(j)), no action, proceeding, investigation, regulation or legislation
shall have been instituted, threatened or proposed before any Governmental
Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in
respect of, or which is related to or arises out of this Agreement or the other
Loan Documents or the consummation of the transactions contemplated hereby or
thereby, which could reasonably be expected to have a Material Adverse
Effect.

         

        (g)           Financial
Matters.

         

          
(i)           Financial
Statements.  The Lenders shall have received the most recent
audited Consolidated financial statements, and the unaudited
Consolidated

         


        
          
            
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        financial
statements for the fiscal quarter ended sixty (60) days or more before the
Closing Date, in each case of the Borrower and its Subsidiaries prepared in
accordance with GAAP.

         

          
(ii)           Payment at Closing; Fee
Letters. The Borrower shall have paid to the Administrative Agent and the
Lenders the accrued and unpaid fees due and set forth or referenced in Section 3.3 and any
other accrued and unpaid fees or commissions due hereunder (including, without
limitation, legal fees and expenses) and to any other Person such amount as may
be due thereto in connection with the transactions contemplated hereby,
including all taxes, fees and other charges in connection with the execution,
delivery, recording, filing and registration of any of the Loan
Documents.

         

        (h)           Bank Regulatory
Information.  At least ten (10) days prior to the Closing Date,
the Lenders shall have received all documentation and other information required
by bank regulatory authorities under applicable “know-your-customer” and
anti-money laundering rules and regulations, including the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001) (the “PATRIOT
Act”)).

         

        (i)           Other
Documents.  All opinions, certificates and other instruments
and all proceedings in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in form and substance to the
Administrative Agent.  The Administrative Agent shall have received
copies of all other documents, certificates and instruments reasonably requested
thereby, with respect to the transactions contemplated by this
Agreement.

         

        (j)           Initial Extensions of
Credit.  If the Borrower uses the Loans to fund the
Acquisition, the conditions to effectiveness shall be satisfied on the same date
as the initial extensions of credit.

         

        


        Section
4.3          Conditions to All Extensions
of Credit.  The obligations of the Lenders to make any
Extensions of Credit (including the initial Extension of Credit) are subject to
the satisfaction of the following conditions precedent on the relevant
borrowing, issuance or extension date:

         

        (a)           Continuation of
Representations and Warranties.  The representations and
warranties contained in Article V shall be
true and correct in all material respects on and as of such borrowing, issuance
or extension date with the same effect as if made on and as of such date, except
for any representation and warranty made as of an earlier date, which
representation and warranty shall remain true and correct in all material
respects as of such earlier date, and except for the representations and
warranties contained in Section 5.1(e), 5.1(f) and 5.1(j).

         


        
          
            
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        (b)           No Existing
Default.  No Default or Event of Default shall have occurred
and be continuing on the borrowing date with respect to such Loan or after
giving effect to the Loans to be made on such date.

         

        (c)           Notices.  The
Administrative Agent shall have received a Notice of Borrowing from the Borrower
in accordance with Section 2.2(a) with
respect to any amounts to be borrowed on the Closing Date, and a Notice of
Account Designation specifying the account or accounts to which the proceeds of
any Loans made after the Closing Date are to be disbursed.

         

        Section
4.4          Closing
Date.  The Administrative Agent shall notify the Borrower and
the Lenders of the Effective Date, and such notice shall be conclusive and
binding.

         

        ARTICLE
V

         

        REPRESENTATIONS AND
WARRANTIES OF THE BORROWER

         

        Section
5.1         Representations and
Warranties.  To induce the Administrative Agent and Lenders to
enter into this Agreement and to induce the Lenders to make Extensions of
Credit, the Borrower hereby represents and warrants to the Administrative Agent
and Lenders that:

         

        (a)           Organization; Power;
Qualification.  Each of the Borrower and its Subsidiaries is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation, has the power and authority to
own its properties and to carry on its business as now being and hereafter
proposed to be conducted and is duly qualified and authorized to do business in
each jurisdiction in which the character of its properties or the nature of its
business requires such qualification and authorization, except where the failure
to be so qualified or in good standing or the failure of any such Subsidiary to
be so organized or existing could not reasonably be expected to result in a
Material Adverse Effect.

         

        (b)           Authorization of Agreement,
Loan Documents and Borrowing.  The Borrower has the right,
power and authority and has taken all necessary corporate and other action to
authorize the execution, delivery and performance of this Agreement and each of
the other Loan Documents in accordance with their respective
terms.  This Agreement and each of the other Loan Documents have been
duly executed and delivered by the duly authorized officers of the Borrower, and
each such document constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar state or federal debtor relief laws from time to time in
effect which affect the enforcement of creditors’ rights in general and the
availability of equitable remedies.

         

        (c)           Compliance of Agreement,
Loan Documents and Borrowing with Laws, Etc.  The execution,
delivery and performance by the Borrower of the Loan Documents,

         


        
          
            
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        in
accordance with their respective terms, the Extensions of Credit hereunder and
the transactions contemplated hereby do not and will not, by the passage of
time, the giving of notice or otherwise, (i) require any Governmental Approval
relating to the Borrower where the failure to obtain such Governmental Approval
could reasonably be expected to have a Material Adverse Effect, (ii) violate any
Applicable Law relating to the Borrower except where such violation could not
reasonably be expected to have a Material Adverse Effect, (iii) conflict with,
result in a breach of or constitute a default under the articles of
incorporation or bylaws of the Borrower, (iv) conflict with, result in a breach
of or constitute a default under any indenture, agreement or other instrument to
which the Borrower is a party or by which any of its properties may be bound or
any Governmental Approval relating to the Borrower, which could reasonably be
expected to have a Material Adverse Effect, (v) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by the Borrower or (vi) require any consent or
authorization of, filing with, or other act in respect of, an arbitrator or
Governmental Authority and no consent of any other Person is required in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement other than consents, authorizations, filings or other acts or
consents which have been obtained or made and are in full force and effect or
for which the failure to obtain or make could not reasonably be expected to have
a Material Adverse Effect.

         

        (d)           Compliance with Law;
Governmental Approvals.  Each of the Borrower and its
Subsidiaries (i) has all Governmental Approvals required by any Applicable Law
for it to conduct its business, each of which is in full force and effect, is
final and not subject to review on appeal and is not the subject of any pending
or, to the best of its knowledge, threatened attack by direct or collateral
proceeding, (ii) is in compliance with each Governmental Approval applicable to
it and in compliance with all other Applicable Laws (including, without
limitation, all Environmental Laws and the PATRIOT Act) relating to it or any of
its respective properties and (iii) has timely filed all material reports,
documents and other materials required to be filed by it under all Applicable
Laws with any Governmental Authority and has retained all material records and
documents required to be retained by it under Applicable Law except in each case
under this subsection (d) where the failure to have, comply, file or retain
could not reasonably be expected to have a Material Adverse Effect.

         

        (e)           Tax Returns and
Payments.  Each of the Borrower and its Subsidiaries has duly
filed or caused to be filed all federal, state, local and other tax returns
required by Applicable Law to be filed, and has paid, or made adequate provision
for the payment of, all federal, state, local and other taxes, assessments and
governmental charges or levies upon it and its property, income, profits and
assets which are due and payable except for (i) those that are being diligently
contested in good faith by appropriate proceedings and for which the Borrower or
the relevant Subsidiary shall have set aside on its books adequate reserves in
accordance with GAAP and (ii) filings, taxes and charges as to which the failure
to make or pay could not reasonably be expected to have a Material Adverse
Effect.

         


        
          
            
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        (f)           ERISA.

         

          
(i)           Except
as set forth on Schedule 5.1(f) or as
could not reasonably be expected to result in a Material Adverse Effect, each
Employee Benefit Plan is in material compliance with all applicable provisions
of ERISA and the regulations and published interpretations thereunder except for
any required amendments for which the remedial amendment period as defined in
Section 401(b) or other applicable provision of the Code has not yet expired and
except where a failure to so comply could not reasonably be expected to have a
Material Adverse Effect;

         

          
(ii)           As
of the Closing Date, no Pension Plan has been terminated that could reasonably
be expected to result in a Material Adverse Effect, nor has any accumulated
funding deficiency (as defined in Section 412 of the Code) been incurred
(without regard to any waiver granted under Section 412 of the Code), nor has
any funding waiver from the Internal Revenue Service been received or requested
with respect to any Pension Plan, nor has there been any event requiring any
disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any
Pension Plan; and

         

          
(iii)           Except
where the failure of any of the following representations to be correct in all
material respects could not reasonably be expected to have a Material Adverse
Effect, neither the Borrower nor any ERISA Affiliate has:  (A) engaged
in a nonexempt prohibited transaction described in Section 406 of the ERISA or
Section 4975 of the Code, (B) incurred any liability to the PBGC which remains
outstanding other than the payment of premiums and there are no premium payments
which are due and unpaid, (C) failed to make a required contribution or payment
to a Multiemployer Plan, or (D) failed to make a required installment or other
required payment under Section 412 of the Code.

         

        (g)           Margin Stock.  The Borrower is not engaged
principally or as one of its activities in the business of extending credit for
the purpose of “purchasing” or “carrying” any “margin stock” (as each such term
is defined or used, directly or indirectly, in Regulation U of the Board of
Governors of the Federal Reserve System).  No part of the proceeds of
any of the Loans will be used in a manner which violates the provisions of
Regulation T, U or X of such Board of Governors.

         

        (h)           Government
Regulation.  The Borrower is not an “investment company” or a
company “controlled” by an “investment company” (as each such term is defined or
used in the Investment Company Act of 1940, as amended) and the Borrower is not,
nor after giving effect to any Extension of Credit will be, subject to
regulation under the Interstate Commerce Act, as amended, or any other
Applicable Law which limits its ability to incur the indebtedness or consummate
the transactions contemplated hereby.

         


        
          
            
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        (i)           Financial
Statements.  The (i) audited financial statements
delivered pursuant to Section 4.2(d) and
(ii) unaudited financial statements delivered pursuant to Section 4.2(d),
are complete and correct in all material respects and fairly present in all
material respects on a Consolidated basis the assets, liabilities and financial
position of the Borrower and its Subsidiaries as at such dates, and the results
of the operations and changes of financial position for the periods then ended
(other than customary year-end adjustments for unaudited financial
statements).  All such financial statements, including the related
schedules and notes thereto, have been prepared in accordance with
GAAP.  Such financial statements show all material indebtedness and
other material liabilities, direct or contingent, of the Borrower and its
Subsidiaries as of the date thereof, including material liabilities for taxes
and material commitments, in each case, to the extent required to be disclosed
under GAAP.

         

        (j)           Litigation. Except
for matters existing on the Closing Date and set forth on Schedule 5.1(j) or
disclosed in any filings made with the SEC prior to the Closing Date
(collectively with Schedule 5.1(j), the
“Disclosed Litigation
Matters”), there are no actions, suits or proceedings pending nor, to the
knowledge of the Borrower, threatened against or in any other way relating
adversely to or affecting the Borrower or any Subsidiary thereof or any of their
respective properties in any court or before any arbitrator of any kind or
before or by any Governmental Authority that has had or could reasonably be
expected to have a Material Adverse Effect.

         

        (k)          Absence of
Defaults.  No event has occurred or is continuing which
constitutes a Default or an Event of Default.

         

        (l)           OFAC.  None
of the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower
is in violation of and shall not violate any of the country or list based
economic and trade sanctions administered and enforced by OFAC that are
described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/
or as otherwise published from time to time.  The proceeds of any Loan
will not be used and have not been used to fund any operations in, finance any
investments or activities in, or make any payments to, a Sanctioned Person or a
Sanctioned Entity.

         

        (m)          Disclosure.  No
financial statement, material report, material certificate or other material
information delivered pursuant to Article VI hereunder, taken together as a
whole with all SEC filings made from time to time by the Borrower, by or on
behalf of the Borrower or any of its Subsidiaries contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         

        (n)           Solvency.  After
giving effect to the consummation of the Acquisition (to the extent consummated
at such date in accordance with the Stock Purchase Agreement) and any borrowings
undertaken in connection therewith (including drawings under this Revolving
Credit Facility) and taking into account any rights of contribution, the
Borrower and each of its Subsidiaries are and shall be Solvent.

         

        



        
          
            
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        Section
5.2         Survival of Representations
and Warranties, Etc.  All
representations and warranties set forth in this Article V and all
representations and warranties contained in any certificate delivered by the
Borrower pursuant hereto, or any of the Loan Documents (including, but not
limited to, any such representation or warranty made in or in connection with
any amendment thereto) shall constitute representations and warranties made
under this Agreement.  All representations and warranties made under
this Agreement shall be made or deemed to be made at and as of the Closing Date
(except those that are expressly made as of a specific date), shall survive the
Closing Date and shall not be waived by the execution and delivery of this
Agreement, any investigation made by or on behalf of the Lenders or any
borrowing hereunder.

         

        ARTICLE
VI

         

        FINANCIAL INFORMATION AND
NOTICES

         

        Until
all the Loans and accrued Obligations have been paid and satisfied in full and
the Commitments terminated, unless consent has been obtained in the manner set
forth in Section
12.2, the Borrower will furnish or cause to be furnished to the
Administrative Agent  (and the Administrative Agent shall promptly
furnish or cause to be furnished to the Lenders) at the Administrative Agent’s
Office at the address set forth in Section 12.1, or such
other office as may be designated by the Administrative Agent from time to
time:

         

        Section
6.1          Financial
Statements.

         

        (a)           Quarterly Financial
Statements.  As soon as practicable and in any event within one
hundred twenty (120) days after the end of each fiscal quarter of each Fiscal
Year, an unaudited Consolidated balance sheet of the Borrower and its
Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated
statements of income, retained earnings and cash flows and a report containing
management’s discussion and analysis of such financial statements for the fiscal
quarter then ended and that portion of the Fiscal Year then ended, including the
notes thereto, all in reasonable detail setting forth in comparative form the
corresponding figures as of the end of and for the corresponding period in the
preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and,
if applicable, containing disclosure of the effect on the financial position or
results of operations of any change in the application of accounting principles
and practices during the period, and certified by the chief financial officer of
the Borrower to present fairly in all material respects the financial condition
of the Borrower and its Subsidiaries on a Consolidated basis as of their
respective dates and the results of operations of the Borrower and its
Subsidiaries for the respective periods then ended, subject to normal year-end
adjustments.  Delivery by the Borrower to the Administrative Agent and
the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with
respect to any fiscal quarter, or the availability of such report on EDGAR
Online, within the period specified above shall be deemed to be compliance by
the Borrower with this Section
6.1(a).

         


        
          
            
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        (b)           Annual Financial
Statements.  As soon as practicable and in any event within one
hundred fifty (150) days after the end of each Fiscal Year, an audited
Consolidated balance sheet of the Borrower and its Subsidiaries as of the close
of such Fiscal Year and audited Consolidated statements of income, retained
earnings and cash flows and a report containing management’s discussion and
analysis of such financial statements for the Fiscal Year then ended, including
the notes thereto, all in reasonable detail setting forth in comparative form
the corresponding figures as of the end of and for the preceding Fiscal Year and
prepared in accordance with GAAP and, if applicable, containing disclosure of
the effect on the financial position or results of operations of any change in
the application of accounting principles and practices during the
year.  Such annual financial statements shall be audited by an
independent certified public accounting firm, and accompanied by a report
thereon by such certified public accountants that is not qualified with respect
to scope limitations imposed by the Borrower or any of its Subsidiaries or with
respect to accounting principles followed by the Borrower or any of its
Subsidiaries not in accordance with GAAP.  Delivery by the Borrower to
the Administrative Agent and the Lenders of the Borrower’s annual report to the
SEC on Form 10-K with respect to any fiscal year, or the availability of such
report on EDGAR Online, within the period specified above shall be deemed to be
compliance by the Borrower with this Section
6.1(b).

         

        Section
6.2         Officer’s Compliance
Certificate.  At each time financial statements are delivered
pursuant to Section
6.1(a) or (b), an Officer’s
Compliance Certificate.

         

        Section
6.3         Other Reports.
Promptly upon request, such other information regarding the operations, business
affairs and financial condition of the Borrower or any of its Subsidiaries as
the Administrative Agent or any Lender (through the Administrative Agent) may
reasonably request.

         

        Section
6.4          Notice of Litigation and
Other Matters.  Promptly after a Responsible Officer of the
Borrower obtains knowledge thereof, written notice of:

         

        (a)           the
occurrence of any Default;

         

        (b)           the
commencement of all proceedings and investigations by or before any Governmental
Authority and all actions and proceedings in any court or before any arbitrator
against or involving the Borrower or any Subsidiary thereof or any of their
respective properties, assets or businesses that could reasonably be expected to
have a Material Adverse Effect; and

         

        (c)           any
announcement by S&P or Moody’s of any change in a Debt Rating.

         

        Section
6.5         Accuracy of
Information.  All written information, reports, statements and
other papers and data furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender whether pursuant to this Article VI or any
other provision of this Agreement, shall, at the time the same is so furnished
and when taken together as a whole with all SEC filings made

         


        
          
            
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        from
time to time by the Borrower, comply with the representations and warranties set
forth in Section
5.1(m).

         

        ARTICLE
VII

         

        AFFIRMATIVE
COVENANTS

         

        Until
all of the Loans and accrued Obligations have been paid and satisfied in full
and the Commitments terminated, unless consent has been obtained in the manner
provided for in Section 12.2, the
Borrower will, and will cause each of its Subsidiaries to:

         

        Section
7.1         Preservation of Corporate
Existence and Related Matters.  Except as permitted by Section 9.2, preserve
and maintain its separate existence and all rights, franchises, licenses and
privileges necessary to the conduct of its business, and qualify and remain
authorized to do business in each jurisdiction in which it is required to do so,
except, in each case (other than the existence of the Borrower), where the
failure to comply with the foregoing could not reasonably be expected to have a
Material Adverse Effect.

         

        Section
7.2         Maintenance of
Property.  Protect and preserve all properties necessary in and
material to its business, including copyrights, patents, trade names, service
marks and trademarks; maintain in good working order and condition, ordinary
wear and tear excepted, all buildings, equipment and other tangible real and
personal property; and from time to time make or cause to be made all repairs,
renewals and replacements thereof and additions to such property necessary for
the conduct of its business, so that the business carried on in connection
therewith may be conducted in a commercially reasonable manner, except, in each
case, for such failures that could not reasonably be expected to have a Material
Adverse Effect.

         

        Section
7.3         Insurance.  Maintain
insurance with financially sound and reputable insurance companies or, if the
Borrower deems it consistent with prudent business practices, maintain
self-insurance, in either case, against such risks and in such amounts as are
customarily maintained by similar businesses and as may be required by
Applicable Law (including, without limitation, hazard and business interruption
insurance), and from time to time deliver to the Administrative Agent upon its
request information in reasonable detail as to the insurance then in effect,
stating the names of the insurance provider, the amounts and rates of the
insurance, the dates of the expiration thereof and the properties and risks
covered thereby.

         

        Section
7.4         Accounting Methods and
Financial Records.  Maintain a system of accounting, and keep
proper books, records and accounts (which shall be true and complete in all
material respects) as may be required or as may be necessary to permit the
preparation of financial statements in accordance with GAAP and in compliance
with the regulations of any Governmental Authority having jurisdiction over it
or any of its properties.

         

        Section
7.5         Payment of
Taxes.  Pay and perform all Taxes, assessments and other
governmental charges that may be levied or assessed upon it or any of its
property to the extent the failure to pay any such item (either individually or
together with all other such unpaid items)

         


        
          
            
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        could
reasonably be expected to have a Material Adverse Effect; provided, that the
Borrower or such Subsidiary may contest any such item in good faith so long as
adequate reserves are maintained with respect thereto in accordance with
GAAP.

         

        Section
7.6          Compliance With Laws and
Approvals.  Observe and remain in compliance in all material
respects with all Applicable Laws (including without limitation, all
Environmental Laws, ERISA and the PATRIOT Act) and maintain in full force and
effect all Governmental Approvals, in each case applicable to the conduct of its
business except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.

         

        Section
7.7          Visits and
Inspections.  Permit representatives of the Administrative
Agent or, upon the occurrence and during the continuation of an Event of
Default, any Lender, from time to time upon prior reasonable notice and at such
times during normal business hours, to visit and inspect its properties; and
inspect, audit and make extracts from its books, records and files, including,
but not limited to, management letters prepared by independent accountants;
provided, that,
unless an Event of Default shall have occurred and be continuing, (a) any
inspection shall be at the Administrative Agent’s own expense and (b) such
inspections, visitations and/or examinations shall be limited to once during any
calendar year.

         

        Section
7.8          Use of
Proceeds.  The Borrower shall use the proceeds of the
Extensions of Credit solely to finance the Acquisition or to refinance
Qualifying Commercial Paper.

         

        Section
7.9          Most Favored Nation
Status.  The Borrower agrees that to the extent the Existing
Revolving Credit Facility is amended, modified, supplemented, restated, amended
and restated or replaced with terms more favorable in any respect to the lenders
thereunder than the corresponding terms provided in this Agreement, or to the
extent the Borrower enters into a credit facility the proceeds of which are used
to refinance the Existing Revolving Credit Facility or this Agreement and which
contain terms more favorable in any respect to the lenders thereunder, the
Borrower shall promptly notify the Lenders of the document or documents setting
out such more favorable terms.  Upon the Administrative Agent’s
request, the Borrower, the Lenders and the Administrative Agent shall within ten
(10) Business Days amend this Agreement to reflect such favorable terms (or to
include terms that the Lenders are satisfied in their sole discretion have
substantially the same effect as the favorable terms).

         

        


        ARTICLE
VIII

         

        FINANCIAL
COVENANTS

         

        Until
all of the Loans and accrued Obligations have been paid and satisfied in full
and the Commitments terminated, unless consent has been obtained in the manner
set forth in Section
12.2, the Borrower and its Subsidiaries on a Consolidated basis will
not:

         

        Section
8.1          Leverage
Ratio.  As of any fiscal quarter end, permit the Consolidated
Leverage Ratio to be greater than 3.00 to 1.00.

         


        
          
            
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        ARTICLE
IX

         

        NEGATIVE
COVENANTS

         

        Until
all of the Loans and accrued Obligations have been paid and satisfied in full
and the Commitments terminated, unless consent has been obtained in the manner
set forth in Section
12.2, the Borrower has not and will not:

         

        Section
9.1         Limitations on
Liens.  Permit the Borrower or any Material Subsidiary to
create, incur, assume or suffer to exist, any Lien on or with respect to any of
its assets or properties (including, without limitation, shares of Capital Stock
of any other Person), real or personal, whether now owned or hereafter acquired,
as security for Indebtedness, except:

         

        (a)           Liens
existing on any asset of any Person at the time such Person becomes a Material
Subsidiary or is merged or consolidated with or into a Material Subsidiary which
(i) were not created in contemplation of or in connection with such event
and (ii) do not extend to or cover any other property or assets of Borrower
or any Subsidiary;

         

        (b)           (x)
Liens not otherwise permitted by this Section and in existence on the Closing
Date and described on Schedule 9.1 and (y)
other Liens existing on the Closing Date that secure Indebtedness existing on
the date hereof the aggregate outstanding principal amount of which does not
exceed $50,000,000;

         

        (c)           Liens
securing Indebtedness (a) of any Material Subsidiary owed to the Borrower, any
Subsidiary or any Excluded Subsidiary or (b) incurred or assumed to finance the
acquisition, construction or improvement of any asset, including, without
limitation, purchase money Liens and Liens evidencing equipment financings and
equipment leases;

         

        (d)           cash
deposits and securities securing obligations in respect of Hedging
Agreements;

         

        (e)           any
extension, renewal or replacement of any Lien permitted by clauses (a) through
(d); provided that (i) the Liens permitted under this clause shall not (A)
secure any Indebtedness other than the Indebtedness that was secured by the Lien
being extended, renewed or replaced (or Indebtedness extending, renewing or
replacing such Indebtedness as permitted hereunder) and (B) be extended to cover
any property that was not encumbered by the Lien being extended, renewed or
replaced; and (ii) the principal amount of Indebtedness secured by the Lien
permitted by this clause shall not be increased over the principal amount of
such Indebtedness immediately prior to such extension, renewal or
replacement;

         

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

         


        
          
            
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        (g)           Liens
on assets of any Material Subsidiary that is not a Domestic
Subsidiary;

         

        (h)           Liens
or rights of set-off in favor of a bank or financial institution in respect of a
bank account maintained with such bank or financial institution;

         

        (i)           Liens
granted in respect of any Permitted Securitization; and

         

        (j)           Liens
not otherwise permitted hereunder securing outstanding Indebtedness not at any
time exceeding in the aggregate $300,000,000.

         

        Section
9.2         Limitations on Mergers and
Liquidation.  Merge, consolidate or enter into any similar
combination with any other Person or liquidate, wind-up or dissolve itself (or
suffer any liquidation or dissolution) except:

         

        (a)           any
Subsidiary of the Borrower may be merged or consolidated or enter into any
similar combination with or into the Borrower or any Subsidiary of the Borrower
(provided that
the Borrower shall be the continuing or surviving Person of any such merger,
consolidation or similar combination to which it is a party);

         

        (b)           any
Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its
assets in respect of a liquidation to the Borrower or any
Subsidiary;

         

        (c)           the
Borrower or any Subsidiary of the Borrower may merge, consolidate or enter into
any similar combination with or into another Person (other than the Borrower) in
connection with an acquisition so long as the survivor of such merger,
consolidation or similar combination is the Borrower or any such Subsidiary
thereof;

         

        (d)           any
Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary of
the Borrower; and

         

        (e)           mergers,
consolidations or similar combinations of a Subsidiary of the Borrower with a
third-party as part of a sale or other disposition of all or any part of such
Subsidiary not prohibited by Section 9.3
hereof.

         

        Section
9.3         Sale of All or Substantially
All Assets.  Sell, lease, transfer or otherwise dispose of all
or substantially all of its assets, in each case for the Borrower and its
Subsidiaries taken as a whole, unless any such sale, lease, transfer or other
disposition is made on an arms-length basis for fair consideration (as
reasonably determined by the Borrower).

         

        Section
9.4         Nature of
Business.  Engage, together with its Subsidiaries, in any
business as their principal lines of business, taken as a whole, other than the
principal lines of business engaged in by the Borrower and its Subsidiaries,
taken as a whole, on the date hereof and similar or related
businesses.

         


        
          
            
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        ARTICLE
X

         

        DEFAULT AND
REMEDIES

         

        Section
10.1       Events of
Default.  Each of the following shall constitute an Event of
Default, whatever the reason for such event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment or
order of any court or any order, rule or regulation of any Governmental
Authority or otherwise:

         

        (a)           Default in Payment of
Principal of Loans.  The Borrower shall default in any payment
of principal of any Loan when and as due (whether at maturity, by reason of
acceleration or otherwise).

         

        (b)           Other Payment
Default.  The Borrower shall default in the payment when and as
due (whether at maturity, by reason of acceleration or otherwise) of any
interest on any Loan or the payment of any other Obligation, and such default
shall continue for a period of three (3) Business Days.

         

        (c)           Misrepresentation.  Any
representation, warranty, certification or statement of fact made or deemed made
by or on behalf of the Borrower herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading in any material respect when made or deemed made.

         

        (d)           Default in Performance of
Certain Covenants.  The Borrower shall default in the
performance or observance of any covenant or agreement contained in Section 6.1, 6.2, 6.4(a) or Article VIII, and, in
the case of a default in the performance or observance of any covenant or
agreement contained in Article IX, such
default shall continue for a period of ten (10) Business Days.

         

        (e)           Default in Performance of
Other Covenants and Conditions.  The Borrower shall default in
the performance or observance of any term, covenant, condition or agreement
contained in this Agreement (other than as specifically provided for otherwise
in this Section) or any other Loan Document and such default shall continue for
a period of thirty (30) days after written notice thereof has been given to the
Borrower by the Administrative Agent.

         

        (f)           Hedging
Agreement.  The Borrower shall default in the performance or
observance of any terms, covenant, condition or agreement (after giving effect
to any applicable grace or cure period) under any Hedging Agreement and such
default causes the termination of such Hedging Agreement and the Termination
Value owed by the Borrower as a result thereof exceeds
$100,000,000.

         

        (g)           Indebtedness Cross-Default;
Indebtedness Cross-Acceleration.  The Borrower shall
(i)  fail to pay any principal or interest, regardless of amount, due
in respect of any Indebtedness (other than the Loans) the aggregate outstanding
amount of

         


        
          
            
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        which
is in excess of $100,000,000 and such failure to pay shall continue for a period
beyond the greater of (x) any period of grace provided with respect thereto and
(y) a period of three (3) Business Days or (ii) default in the observance or
performance of any agreement or condition relating to any Indebtedness (other
than the Loans) the aggregate outstanding amount of which Indebtedness is in
excess of $100,000,000 or contained in any
instrument or agreement evidencing, securing or relating thereto or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause such Indebtedness to become due prior to its stated
maturity (any applicable grace period having expired).

         

        (h)           Change in
Control.  Any Change in Control shall occur.

         

        (i)           Voluntary Bankruptcy
Proceeding.  The Borrower or any Material Subsidiary thereof
shall (i) commence a voluntary case under the federal bankruptcy laws (as now or
hereafter in effect), (ii) file a petition seeking to take advantage of any
other laws, domestic or foreign, relating to bankruptcy, insolvency,
reorganization, winding up or composition for adjustment of debts, (iii) consent
to or fail to contest in a timely and appropriate manner any petition filed
against it in an involuntary case under such bankruptcy laws or other laws, (iv)
apply for or consent to, or fail to contest in a timely and appropriate manner,
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of a substantial part of its property,
domestic or foreign, (v) admit in writing its inability to pay its debts as they
become due, (vi) make a general assignment for the benefit of creditors, or
(vii) take any corporate action for the purpose of authorizing any of the
foregoing.

         

        (j)           Involuntary Bankruptcy
Proceeding.  A case or other proceeding shall be commenced
against the Borrower or any Material Subsidiary thereof in any court of
competent jurisdiction seeking (i) relief under the federal bankruptcy laws (as
now or hereafter in effect) or under any other laws, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, winding up or adjustment of
debts, or (ii) the appointment of a trustee, receiver, custodian, liquidator or
the like for the Borrower or any Material Subsidiary thereof or for all or any
substantial part of their respective assets, domestic or foreign, and such case
or proceeding shall continue without dismissal or stay for a period of sixty
(60) consecutive days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief under such
federal bankruptcy laws) shall be entered.

         

        (k)           Failure of
Agreements.  Any provision of this Agreement or any provision
of any other Loan Document shall for any reason cease to be valid and binding on
the Borrower party thereto or any such Person shall so state in
writing.

         

        (l)           Termination
Event.  The occurrence of any of the following
events:  (i) an accumulated funding deficiency in excess of
$100,000,000 occurs or exists, whether or not waived, with respect to any
Pension Plan, (ii) a Termination Event or (iii) Borrower or any ERISA Affiliate
as employers under one or more Multiemployer Plans makes a

         


        
          
            
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        complete
or partial withdrawal from any such Multiemployer Plan and the plan sponsor of
such Multiemployer Plans notifies such withdrawing employer that such employer
has incurred a withdrawal liability requiring payments in an amount exceeding
$100,000,000.

         

        (m)          Judgment.  A
judgment or order for the payment of money which causes the aggregate amount,
not covered by any indemnifications by “Seller” under the Stock Purchase
Agreement or insurance (which such insurance coverage has not been denied in
writing), of all such judgments to exceed $100,000,000 in any Fiscal Year shall
be entered against the Borrower by any court and such judgment or order shall
continue without having been discharged, vacated or stayed for a period of
forty-five (45) consecutive days after the entry thereof.

         

        Section
10.2       Remedies.  Upon
the occurrence of an Event of Default, with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower:

         

        (a)           Acceleration; Termination of
Facilities.  Terminate the Commitments and declare the
principal of and interest on the Loans at the time outstanding, and all other
amounts owed to the Lenders and to the Administrative Agent under this Agreement
or any of the other Loan Documents and all other Obligations, to be forthwith
due and payable, whereupon the same shall immediately become due and payable
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived by the Borrower, anything in this Agreement or the other
Loan Documents to the contrary notwithstanding, and terminate the Credit
Facility and any right of the Borrower to request borrowings thereunder; provided, that upon
the occurrence of an Event of Default specified in Section 10.1(i) or
(j), the Credit
Facility shall be automatically terminated and all Obligations shall
automatically become due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly waived by Borrower,
anything in this Agreement or in any other Loan Document to the contrary
notwithstanding.

         

        (b)           Rights of
Collection.  Exercise on behalf of the Lenders all of its other
rights and remedies under this Agreement, the other Loan Documents and
Applicable Law, in order to satisfy all of the Borrower’s
Obligations.

         

        Section
10.3       Rights and Remedies
Cumulative; Non-Waiver; etc.  The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist
at law or in equity or by suit or otherwise.  No delay or failure to
take action on the part of the Administrative Agent or any Lender in exercising
any right, power or privilege shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege or shall be construed to be

         


        
          
            
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        a
waiver of any Event of Default.  No course of dealing between
the  Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge
any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.

         

        Section
10.4       Crediting of Payments and
Proceeds.  In the event that the Borrower shall fail to pay any
of the Obligations when due and the Obligations have been accelerated pursuant
to Section
10.2, all payments received by the Lenders upon the Obligations and all
net proceeds from the enforcement of the Obligations shall be
applied:

         

        First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts, including attorney fees, payable to the Administrative Agent in
its capacity as such;

         

        Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and letter of credit commissions payable under
Section 3.3(a))
payable to the Lenders, including attorney fees (ratably among the Lenders in
proportion to the respective amounts described in this clause Second payable to
them);

         

        Third, to payment of
that portion of the Obligations constituting accrued and unpaid interest on the
Loans (ratably among the Lenders in proportion to the respective amounts
described in this clause Third payable to
them);

         

        Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans
(ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by
them);

         

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

         

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

         

        (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due

         


        
          
            
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        the
Lenders and the Administrative Agent under Sections 3.3 and
12.3) allowed
in such judicial proceeding; and

         

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

         

        and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 3.3 and
12.3.

         

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

         

        ARTICLE
XI

         

        THE ADMINISTRATIVE
AGENT

         

        Section
11.1       Appointment and
Authority.  Each of the
Lenders hereby irrevocably appoints Barclays Bank to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  The provisions of this Article are solely for the benefit of
the Administrative Agent and the Lenders, and neither the Borrower nor any
Subsidiary thereof shall have rights as a third party beneficiary of any of such
provisions.

         

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

         

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

         


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

         

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

         

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

         

        The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Section 10.2 and
Section 12.2)
or (ii) in the absence of its own gross negligence or willful misconduct as
determined by a court of competent jurisdiction by final nonappealable
judgment.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower or a Lender.

         

        The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

         

        Section
11.4       Reliance by the
Administrative Agent.  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for

         


        
          
            
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        relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, that by its terms must be fulfilled to the satisfaction of
a Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

         

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

         

        Section
11.6        Resignation of
Administrative Agent.

         

        (a)           The
Administrative Agent may at any time give notice of its resignation to the
Lenders and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States, that, in any such case (except when an Event of Default has occurred and
is continuing) is reasonably satisfactory to the Borrower.  If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent meeting the qualifications (including the Borrower’s
reasonable satisfaction, except when an Event of Default has occurred and is
continuing) set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (i) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan
Documents and (ii) all payments, communications and determinations provided to
be made by, to or through the Administrative Agent shall instead be made by or
to each Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
paragraph.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring (or retired) Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the

         


        
          
            
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        other
Loan Documents (if not already discharged therefrom as provided above in this
paragraph).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 12.3
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

         

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

         

        Section
11.8        No Other Duties,
etc. Anything herein to the contrary
notwithstanding, none of the syndication agents, documentation agents,
co-agents, book manager, lead manager, arranger, lead arranger or co-arranger
listed on the cover page or signature pages hereof shall have any powers, duties
or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.

         

        ARTICLE
XII

         

        MISCELLANEOUS

         

        Section
12.1        Notices.

         

        (a)           Method of
Communication.  Except as otherwise provided in this Agreement,
all notices and communications hereunder shall be in writing (for purposes
hereof, the term “writing” shall include information in electronic format such
as electronic mail and internet web pages).  Any notice shall be
effective if delivered by hand delivery or sent via electronic mail, posting on
an internet web page, telecopy, recognized overnight courier service or
certified mail, return receipt requested, and shall be presumed to be received
by a party hereto (i) on the date of delivery if delivered by hand or sent by
electronic mail, posting on an internet web page, telecopy, (ii) on the next
Business Day if sent by recognized overnight courier service and (iii) on the
third Business Day following the date sent by certified mail, return receipt
requested; provided, that any
notice given pursuant to Article X shall be
effective only if delivered by hand or sent via telecopy, recognized overnight
courier service or certified mail, return receipt

         


        
          
            
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        requested.  A
telephonic notice to the Administrative Agent as understood by the
Administrative Agent will be deemed to be the controlling and proper notice in
the event of a discrepancy with or failure to receive a confirming written
notice.

         

        (b)           Addresses for
Notices.  Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

         

        
          	 
      	
                  If
      to the Borrower:

                	
                  BlackRock,
      Inc.

                  40
      East 52nd
      Street

                  New
      York, NY  10022

                  Attention:  Ann
      Marie Petach, Managing Director and Chief Financial Officer

                  Telephone
      No.:  (212) 810-8386

                  Telecopy
      No.:  (212) 810-8765

                
	 	 	 
	 
      	
                  With
      copies to:

                	
                  BlackRock,
      Inc.

                  40
      East 52nd
      Street

                  New
      York, NY  10022

                  Attention:
      Robert P. Connolly, Esquire, General Counsel

                  Telephone
      No.:  (212) 810-3743

                  Telecopy
      No.:  (212) 810-3744

                
	 	 	 
	 
      	 
      	
                  BlackRock,
      Inc.

                  40
      East 52nd
      Street

                  New
      York, NY 10022

                  Attention:
      Amy Engel, Managing Director and Treasurer

                  Telephone
      No.:  (212) 810-5547

                  Telecopy
      No.:  (212) 810-8765

                
	 	 	 
	 
      	
                  If
      to Barclays Bank PLC as Administrative Agent:

                	
                  Barclays
      Bank PLC

                  745
      Seventh Avenue

                  New
      York, NY 10019

                  Attention:  David
      Barton, Director

                  Telecopy
      No.: (212) 412-7600

                  Telephone
      No.: (212) 526-9870

                  Email:
      Davide.Barton@barcap.com

                


        

        



        
          
            
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                  With
      copies to:

                	
                  Barclays
      Capital Services LLC

                  70
      Hudson Street

                  New
      York Metro Campus

                  Jersey
      City, NJ 07302

                  Attention:  May
      Wong

                  Telecopy
      No.: (201) 499-3367

                  Telephone
      No.: (973) 576-3014

                  Email:
      May.Wong@barcap.com

                
	 	 	 
	 
      	
                  If
      to any Lender:

                	
                  To
      the address set forth for such Lender on the
  Register

                


        

         

        (c)           Administrative Agent’s
Office.  The Administrative Agent hereby designates its office
located at the address set forth above, or any subsequent office which shall
have been specified for such purpose by written notice to the Borrower and
Lenders, as the Administrative Agent’s Office referred to herein, to which
payments due are to be made and at which Loans will be disbursed.

         

        Section
12.2        Amendments, Waivers and
Consents.  Except as set forth below or as specifically
provided in any Loan Document, any term, covenant, agreement or condition of
this Agreement or any of the other Loan Documents may be amended or waived by
the Lenders, and any consent given by the Lenders, if, but only if, such
amendment, waiver or consent is in writing signed by the Required Lenders (or by
the Administrative Agent with the consent of the Required Lenders) and delivered
to the Administrative Agent and, in the case of an amendment, signed by the
Borrower; provided, that no amendment, waiver or consent shall:

         

        (a)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section
10.2) or the amount of Loans of any Lender without the written consent of
such Lender;

         

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

         

        (c)           reduce
the principal of, or the rate of interest specified herein on, any
Loan  or (subject to clause (ii) of the second proviso to this
Section) any fees or other amounts payable hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby;
provided that
only the consent of the Required Lenders shall be necessary to waive any
obligation of the Borrower to pay interest at the rate set forth in Section 3.1(c) during
the continuance of an Event of Default;

         

        (d)           change
Section 3.4,
3.6 or 10.4 in a manner that
would alter the pro rata sharing of
payments required thereby without the written consent of each
Lender;

         


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

         

        provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (ii) the Fee Letters may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

         

        Section
12.3        Expenses;
Indemnity.

         

        (a)           Costs and
Expenses.  The Borrower shall pay (i) all reasonable and
invoiced out-of-pocket costs and expenses incurred by the Administrative Agent
and its Affiliates (including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent) in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and invoiced out-of-pocket costs and
expenses incurred by the Administrative Agent (including the fees, charges and
disbursements of any counsel for the Administrative Agent) in connection with
the enforcement or protection of the rights of the Administrative Agent and/or
the other Lenders (A) in connection with this Agreement and the other Loan
Documents, including their respective rights under this Section, or (B) in
connection with the Loans made hereunder, including all such reasonable and
invoiced out-of-pocket costs and expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.

         

        (b)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims (including,
without limitation, any Environmental Claims or civil penalties or fines
assessed by OFAC), damages, liabilities and related reasonable and invoiced
out-of-pocket expenses (including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee) incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrower arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document, the Commitment Letter, the Fee Letter(s) or
any agreement or instrument contemplated hereby or thereby, the performance by
the parties hereto of their respective obligations hereunder or

         


        
          
            
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        thereunder
or the consummation of the transactions contemplated hereby or thereby,
(ii) any Loan or the use or proposed use of the proceeds therefrom,
(iii)  any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower, and
regardless of whether any Indemnitee is a party thereto, or (iv) any claim
(including, without limitation, any Environmental Claims or civil penalties or
fines assessed by OFAC), investigation, litigation or other proceeding (whether
or not the Administrative Agent or any Lender is a party thereto) and the
prosecution and defense thereof, arising out of or in any way connected with the
Loans, this Agreement, any other Loan Document, or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby, including without limitation, reasonable attorneys’ and consultants’
fees, provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee or (y) result from a claim brought by the Borrower against
an Indemnitee for breach of such Indemnitee’s obligations hereunder or under any
other Loan Document, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent
jurisdiction.

         

        (c)           Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under clause (a) or (b) of this
Section to be paid by it to the Administrative Agent (or any sub-agent thereof)
or any Related Party of any of the foregoing, each Lender severally agrees to
pay to the Administrative Agent (or any such sub-agent), or such Related Party,
as the case may be, such Lender’s Commitment Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) in connection with such capacity.  The
obligations of the Lenders under this clause (c) are subject to the provisions
of Section 3.7.

         

        (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by Applicable
Law, each party hereto agrees that it shall not assert, and hereby waives, any
claim against any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof.  No Indemnitee referred to in clause (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

         


        
          
            
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        (e)           Payments.  All
amounts due under this Section shall be payable promptly after demand
therefor.

         

        Section
12.4        Right of
Setoff.

         

        (a)           If
an Event of Default under Section 10.1(a),
(b), (i) or (j) shall have
occurred and be continuing, each Lender and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by Applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations at any time owing by such Lender or any such
Affiliate to or for the credit or the account of the Borrower against any and
all of the obligations of the Borrower now or hereafter existing under this
Agreement or any other Loan Document to such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement or any other
Loan Document and although such obligations of the Borrower may be contingent or
unmatured or are owed to a branch or office of such Lender different from the
branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender or their respective
Affiliates may have.  Each Lender agrees to notify the Borrower and
the Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

         

        (b)           Each
Lender and any assignee of such Lender in accordance with Section 12.10 are
hereby authorized by the Borrower to combine currencies, as deemed necessary by
such Person, in order to effect any set-off pursuant to Section 12.4(a).

         

        Section
12.5        Governing
Law.

         

        (a)           Governing
Law.  This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed
by, and construed in accordance with, the law of the State of New York,
including Section 5-1401 and 5-1402 of the General Obligation Law of the State
of New York, without reference to any other
conflicts or choice of law principles thereof.

         

        (b)           Submission to
Jurisdiction. The Borrower irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the courts of the
State of New York sitting in New York, New York and of the United States
District Court sitting in New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or any
other Loan Document, or for recognition or enforcement of any judgment, and each
of the parties hereto irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State court or, to the fullest extent permitted by Applicable Law, in such
Federal court.  Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and
may

         


        
          
            
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        be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement or in any other Loan
Document shall affect any right that the Administrative Agent, any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against the Borrower or its properties in the courts of
any jurisdiction.

         

        (c)           Waiver of
Venue.  The Borrower irrevocably and unconditionally waives, to
the fullest extent permitted by Applicable Law, any objection that it may now or
hereafter have to the laying of venue of any action or proceeding arising out of
or relating to this Agreement or any other Loan Document in any court referred
to in paragraph (b) of this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by Applicable Law,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

         

        (d)           Service of
Process.  Each party hereto irrevocably consents to service of
process in the manner provided for notices in Section
12.1.  Nothing in this Agreement will affect the right of any
party hereto to serve process in any other manner permitted by Applicable
Law.

         

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

         

        Section
12.7        Reversal of
Payments.  To the extent the Borrower makes any payment to the
Administrative Agent for the ratable benefit of the Lenders or the
Administrative Agent receives any payment which payment or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment repaid, the Obligations or part thereof intended to
be satisfied shall be revived and continued in full force and effect as if such
payment had not been received by the Administrative Agent.

         


        
          
            
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        Section
12.8        Injunctive Relief; Punitive
Damages.

         

        (a)           The
Borrower recognizes that, in the event the Borrower fails to perform, observe or
discharge any of its obligations or liabilities under this Agreement, any remedy
of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower
agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary
and permanent injunctive relief in any such case without the necessity of
proving actual damages.

         

        (b)           The
Administrative Agent, the Lenders and the Borrower hereby agree that no such
Person shall have a remedy of special, indirect, punitive or consequential
damages against any other party to a Loan Document and each such Person hereby
waives any right or claim to special, indirect, punitive or consequential
damages that they may now have or may arise in the future in connection with any
dispute, whether such dispute is resolved through arbitration or
judicially.

         

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

         

        Section
12.10      Successors and Assigns;
Participations.

         

        (a)           Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Eligible Assignee in accordance with the provisions of
paragraph (b) of this Section, (ii) by way of participation in accordance with
the provisions of paragraph (d) of this Section or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of paragraph
(f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).  Nothing in this Agreement, expressed
or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in paragraph (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties

         


        
          
            
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        of
each of the Administrative Agent and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

         

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

         

         
(i)           except
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment (determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date) shall not be less than
$5,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consent (each
such consent not to be unreasonably withheld or delayed);

         

         
(ii)           each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned;

         

         
(iii)           any
assignment must be approved (such approval not to be unreasonably withheld) by
the Administrative Agent and the Borrower; provided that (a) no
consent by the Borrower or Administrative Agent shall be required if the
proposed assignee is itself a Lender with a Commitment or an Affiliate thereof
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (b) no consent by the Borrower shall be required if such
assignment occurs during the continuance of an Event of Default;
and

         

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

         

        Subject
to the acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from
its

         


        
          
            
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        obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.8, 3.9, 3.10, 3.11 and 12.3 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of
this Section.

         

        (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in New York, New York (or such
other office notified to the Lenders and the Borrower), a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender at any reasonable time and from time to time upon
reasonable prior notice.

         

        (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
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, modification or waiver or
modification described in the first proviso to Section 12.2 that
directly affects such Participant.  Subject to paragraph (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
3.8, 3.9, 3.10 and 3.11 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.  No Participant shall be
entitled to the benefits of Section
12.4.

         


        
          
            
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        (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Sections 3.10 and
3.11 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.11 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 3.11(e) as
though it were a Lender.

         

        (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including without limitation 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.

         

        Section
12.11     Confidentiality.  Each of the Administrative Agent and
the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by, or required to be disclosed to, any rating agency, or
regulatory or similar authority (including any self-regulatory authority,
such as the National Association of Insurance Commissioners), (c) to the extent
required by Applicable Laws or regulations or by any subpoena or similar legal
process, (d) to any other party hereto, (e) in connection with the exercise of
any remedies under this Agreement or under any other Loan Document (or any Hedging Agreement with a Lender or the
Administrative Agent) or any action or proceeding relating to this
Agreement or any other Loan Document (or any
Hedging Agreement with a Lender or the Administrative Agent) or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
purchasing Lender, proposed purchasing Lender,
Participant or proposed Participant, (g) with the consent of the
Borrower, (h) to Gold Sheets and other similar
bank trade publications, such information to consist of deal terms and other
information customarily found in such publications, or (i) to the extent
such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Borrower or
(j) to governmental regulatory authorities in connection with any regulatory
examination of the Administrative Agent or any Lender or in accordance with the
Administrative Agent’s or any Lender’s regulatory compliance policy if the
Administrative Agent or such Lender deems necessary for the mitigation of claims
by those authorities against the Administrative Agent or such Lender or any of
its subsidiaries or affiliates.  For purposes of this Section,
“Information” means all information received from the Borrower relating to the
Borrower, its Subsidiaries, the Excluded Subsidiaries, the Existing Shareholders
or any of their respective Affiliates or any of their respective businesses,
other than any such information that is available to the

         


        
          
            
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        Administrative
Agent or any Lender on a nonconfidential basis prior to disclosure by the
Borrower.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

         

        Section
12.12     Performance of
Duties.  The Borrower’s obligations under this Agreement and
each of the other Loan Documents shall be performed by the Borrower at its sole
cost and expense.

         

        Section
12.13    All Powers Coupled with
Interest.  All powers of attorney and other authorizations
granted to the Lenders, the Administrative Agent and any Persons designated by
the Administrative Agent or any Lender pursuant to any provisions of this
Agreement or any of the other Loan Documents shall be deemed coupled with an
interest and shall be irrevocable so long as any of the Obligations remain
unpaid or unsatisfied, any of the Commitments remain in effect or the Credit
Facility has not been terminated.

         

        Section
12.14     Survival of
Indemnities.  Notwithstanding any termination of this
Agreement, the indemnities to which the Administrative Agent and the Lenders are
entitled under the provisions of this Article XII and any
other provision of this Agreement and the other Loan Documents shall continue in
full force and effect and shall protect the Administrative Agent and the Lenders
against events arising after such termination as well as before.

         

        Section
12.15     Titles and
Captions.  Titles and captions of Articles, Sections and
subsections in, and the table of contents of, this Agreement are for convenience
only, and neither limit nor amplify the provisions of this
Agreement.

         

        Section
12.16     Severability of
Provisions.  Any provision of this Agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective only to the extent of such prohibition or
unenforceability without invalidating the remainder of such provision or the
remaining provisions hereof or thereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

         

        Section
12.17     Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and shall be binding upon all parties, their successors and
assigns, and all of which taken together shall constitute one and the same
agreement.

         

        Section
12.18     Integration.  This Agreement, together with the
other Loan Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter.  In the event of
any conflict between the provisions of this Agreement and those of any other
Loan Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent or the Lenders in any other Loan Document shall not be deemed a conflict
with this Agreement.  Each Loan Document was drafted with
the

         


        
          
            
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        joint
participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair
meaning thereof.

         

        Section
12.19     Term of
Agreement.  This Agreement shall remain in effect from the
Closing Date through and including the date upon which all Obligations arising
hereunder or under any other Loan Document shall have been indefeasibly and
irrevocably paid and satisfied in full and all Commitments have been
terminated.  No termination of this Agreement shall affect the rights
and obligations of the parties hereto arising prior to such termination or in
respect of any provision of this Agreement which survives such
termination.

         

        Section
12.20     Advice of Counsel, No Strict
Construction.  Each of the parties represents to each other
party hereto that it has discussed this Agreement with its
counsel.  The parties hereto have participated jointly in the
negotiation and drafting of this Agreement.  In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties hereto and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.

         

        Section
12.21     USA Patriot Act.  The Administrative Agent and each
Lender hereby notifies the Borrower that pursuant to the requirements of the
PATRIOT Act, it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of each
Borrower and other information that will allow such Lender to identify such
Borrower in accordance with the PATRIOT Act.

         

        Section
12.22     Inconsistencies with Other
Documents; Independent Effect of Covenants.

         

        (a)           In
the event there is a conflict or inconsistency between this Agreement and any
other Loan Document, the terms of this Agreement shall control; provided that, other
than for purposes of Article X, any
provision of the other Loan Documents which imposes additional burdens on the
Borrower or its Subsidiaries or further restricts the rights of the Borrower or
its Subsidiaries or gives the Administrative Agent or the Lenders additional
rights shall not be deemed to be in conflict or inconsistent with this Agreement
and shall be given full force and effect.

         

        (b)           The
Borrower expressly acknowledges and agrees that each covenant contained in Article VII, VIII, or IX hereof shall be
given independent effect.  Accordingly, the Borrower shall not engage
in any transaction or other act otherwise permitted under any covenant contained
in Article VII,
VIII, or IX if, before or
after giving effect to such transaction or act, the Borrower shall or would be
in breach of any other covenant contained in Article VII, VIII, or IX.

         

        [Signature
pages to follow]

         


        
          
            
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        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
under seal by their duly authorized officers, all as of the day and year first
written above.

         

        


        
          	 
      	
                  BLACKROCK, INC., as
      Borrower

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Ann Marie Petach

                
	 
      	 
      	
                  Name:

                	
                  Ann
      Marie Petach

                
	 
      	 
      	
                  Title:

                	
                  Managing
      Director and Chief Financial Officer

                
	 
      	 
      	 
      	 
      


        

        


        

          
            
              CREDIT
AGREEMENT

               


            

            
               


              
                

              

            

            
               


            

          

        

         

        


        
          	 
      	
                  AGENTS
      AND LENDERS:

                
	 
      	 
      
	 
      	
                  BARCLAYS BANK PLC, as
      Administrative Agent

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      David Barton

                
	 
      	 
      	
                  Name:

                	
                  David
      Barton

                
	 
      	 
      	
                  Title:

                	
                  Director

                
	 
      	 
      	 
      	 
      


        

        



        
          
            CREDIT
AGREEMENT

             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	 
      	
                  BARCLAYS BANK PLC, as
      Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      David Barton

                
	 
      	 
      	
                  Name:

                	
                  David
      Barton

                
	 
      	 
      	
                  Title:

                	
                  Director

                


        

        


        


        
          	 
      	
                  CITICORP NORTH AMERICA, INC.,
      as Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Alex Duka

                
	 
      	 
      	
                  Name:

                	
                  Alex
      Duka

                
	 
      	 
      	
                  Title:

                	
                  Managing
      Director

                


        

        


        


        
          	 
      	
                  CREDIT SUISSE AG, CAYMAN
      ISLANDS BRANCH, as Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Jay Chall

                
	 
      	 
      	
                  Name:

                	
                  Jay
      Chall

                
	 
      	 
      	
                  Title:

                	
                  Director

                


        

        


        
          	 
      	
                  By:

                	
                  /s/
      Mikhail Faybusovich

                
	 
      	 
      	
                  Name:

                	
                  Mikhail
      Faybusovich

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President

                


        

        


        


        
          	 
      	
                  BANC OF AMERICA BRIDGE,
      LLC, as Lender

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      David H. Strickert

                
	 
      	 
      	
                  Name:

                	
                  David
      H. Strickert

                
	 
      	 
      	
                  Title:

                	
                  Senior
      Vice President

                


        

        


        CREDIT
AGREEMENT