exhibit41.htm


    
      Exhibit 4.1

       

      
        

      


      
 

      AMENDED AND
RESTATED

      CREDIT AGREEMENT

      


      Dated as
of June 15, 2007

       

      among

       

      LOWE’S COMPANIES,
INC.,

       

      as the
Borrower,

       

      BANK OF AMERICA,
N.A., 

       

      as
Administrative Agent, Swing Line Lender 

       

      and an
L/C Issuer,

       

      WACHOVIA BANK, NATIONAL
ASSOCIATION,

      as
Syndication Agent and an L/C Issuer

      


      


      JPMORGAN CHASE BANK,
N.A.,

      SUNTRUST BANK,

      US BANK, NATIONAL
ASSOCIATION,
and

      MERRILL LYNCH BANK
USA,

      as
Co-Documentation Agents,

      


      and

       

      The Other
Lenders Party Hereto

       

      BANC OF AMERICA SECURITIES LLC,


       

      as


       

      Joint
Lead Arranger and Sole Book Runner

       

      WACHOVIA CAPITAL MARKETS,
LLC,

      as

      Joint
Lead Arranger

       

       

        
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        TABLE
OF CONTENTS

         

        SectionPage

         

        ARTICLE
I.

        ASSIGNMENTS
AND ALLOCATIONS; DEFINITIONS AND ACCOUNTING TERMS

         

        
          	
                  1.01A

                	
                  Assignment
      and Allocations 

                	
                   

                


        

        
          	
                  1.01

                	
                  Defined
      Terms 

                	
                   

                


        

        
          	
                  1.02

                	
                  Other
      Interpretive Provisions 

                	
                   

                


        

        
          	
                  1.03

                	
                  Accounting
      Terms 

                	
                   

                


        

        
          	
                  1.04

                	
                  Rounding 

                	
                   

                


        

        
          	
                  1.05

                	
                  Times
      of Day 

                	
                   

                


        

        
          	
                  1.06

                	
                  Letter
      of Credit Amounts 

                	
                   

                


        

         

         

        ARTICLE
II.

        THE
COMMITMENTS AND CREDIT EXTENSIONS

         

        
          	
                  2.01

                	
                  Committed
      Loans 

                	
                   

                


        

        
          	
                  2.02

                	
                  Borrowings,
      Conversions and Continuations of Committed Loans 

                	
                   

                


        

        
          	
                  2.03

                	
                  Bid
      Loans 

                	
                   

                


        

        
          	
                  2.04

                	
                  Letters
      of Credit 

                	
                   

                


        

        
          	
                  2.05

                	
                  Swing
      Line Loans 

                	
                   

                


        

        
          	
                  2.06

                	
                  Prepayments 

                	
                   

                


        

        
          	
                  2.07

                	
                  Termination
      or Reduction of Commitments 

                	
                   

                


        

        
          	
                  2.08

                	
                  Repayment
      of Loans 

                	
                   

                


        

        
          	
                  2.09

                	
                  Interest 

                	
                   

                


        

        
          	
                  2.10

                	
                  Fees 

                	
                   

                


        

        
          	
                  2.11

                	
                  Computation
      of Interest and Fees 

                	
                   

                


        

        
          	
                  2.12

                	
                  Evidence
      of Debt 

                	
                   

                


        

        
          	
                  2.13

                	
                  Payments
      Generally; Administrative Agent’s Clawback 

                	
                


        

        
          	
                  2.14

                	
                  Sharing
      of Payments by Lenders 

                	
                   

                


        

        
          	
                  2.15

                	
                  Increase
      in Commitments 

                	
                   

                


        

         

         

        ARTICLE
III.

        TAXES,
YIELD PROTECTION AND ILLEGALITY

         

        
          	
                  3.01

                	
                  Taxes 

                	
                   

                


        

        
          	
                  3.02

                	
                  Illegality 

                	
                   

                


        

        
          	
                  3.03

                	
                  Inability
      to Determine Rates 

                	
                   

                


        

        
          	
                  3.04

                	
                  Increased
      Costs; Reserves on Eurodollar Rate Loans 

                	
                   

                


        

        
          	
                  3.05

                	
                  Compensation
      for Losses 

                	
                   

                


        

        
          	
                  3.06

                	
                  Mitigation
      Obligations; Replacement of Lenders 

                	
                   

                


        

        
          	
                  3.07

                	
                  Survival 

                	
                   

                


        

         

         

        ARTICLE
IV.

        CONDITIONS
PRECEDENT TO EFFECTIVENESS

        
 

        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

        
 

        
          
            	
                    4.01

                  	
                    Conditions
      of Effectiveness 

                  	
                     

                  


          

          
            	
                    4.02

                  	
                    Conditions
      to all Credit Extensions 

                  	
                     

                  


          

           

           

          ARTICLE
V.

          REPRESENTATIONS
AND WARRANTIES

           

          
            	
                    5.01

                  	
                    Existence,
      Qualification and Power 

                  	
                     

                  


          

          
            	
                    5.02

                  	
                    Authorization;
      No Contravention 

                  	
                     

                  


          

          
            	
                    5.03

                  	
                    Governmental
      Authorization; Other Consents 

                  	
                     

                  


          

          
            	
                    5.04

                  	
                    Binding
      Effect 

                  	
                     

                  


          

          
            	
                    5.05

                  	
                    Financial
      Statements; No Material Adverse Effect 

                  	
                     

                  


          

          
            	
                    5.06

                  	
                    Litigation 

                  	
                     

                  


          

          
            	
                    5.07

                  	
                    No
      Default 

                  	
                     

                  


          

          
            	
                    5.08

                  	
                    Ownership
      of Property; Liens 

                  	
                     

                  


          

          
            	
                    5.09

                  	
                    [Reserved.] 

                  	
                     

                  


          

          
            	
                    5.10

                  	
                    Taxes 

                  	
                     

                  


          

          
            	
                    5.11

                  	
                    ERISA
      Compliance 

                  	
                     

                  


          

          
            	
                    5.12

                  	
                    Margin
      Regulations; Investment Company Act 

                  	
                     

                  


          

          
            	
                    5.13

                  	
                    Disclosure 

                  	
                     

                  


          

          
            	
                    5.14

                  	
                    Compliance
      with Laws 

                  	
                     

                  


          

          
            	
                    5.15

                  	
                    Senior
      Debt Designation 

                  	
                     

                  


          

           

           

          ARTICLE
VI.

          AFFIRMATIVE
COVENANTS

           

          
            	
                    6.01

                  	
                    Financial
      Statements 

                  	
                     

                  


          

          
            	
                    6.02

                  	
                    Certificates;
      Other Information 

                  	
                     

                  


          

          
            	
                    6.03

                  	
                    Notices 

                  	
                     

                  


          

          
            	
                    6.04

                  	
                    Payment
      of Obligations 

                  	
                     

                  


          

          
            	
                    6.05

                  	
                    Preservation
      of Existence, Etc 

                  	
                     

                  


          

          
            	
                    6.06

                  	
                    Maintenance
      of Properties 

                  	
                     

                  


          

          
            	
                    6.07

                  	
                    Maintenance
      of Insurance 

                  	
                     

                  


          

          
            	
                    6.08

                  	
                    Compliance
      with Laws 

                  	
                     

                  


          

          
            	
                    6.09

                  	
                    Books
      and Records 

                  	
                     

                  


          

          
            	
                    6.10

                  	
                    Inspection
      Rights 

                  	
                     

                  


          

          
            	
                    6.11

                  	
                    Use
      of Proceeds 

                  	
                     

                  


          

           

           

          ARTICLE
VII.

          NEGATIVE
COVENANTS

           

          
            	
                    7.01

                  	
                    Liens 

                  	
                     

                  


          

          
            	
                    7.02

                  	
                    [Reserved.] 

                  	
                     

                  


          

          
            	
                    7.03

                  	
                    Indebtedness 

                  	
                     

                  


          

          
            	
                    7.04

                  	
                    Fundamental
      Changes 

                  	
                     

                  


          

          
            	
                    7.05

                  	
                    Transactions
      with Affiliates 

                  	
                     

                  


          

          
            	
                    7.06

                  	
                    Use
      of Proceeds 

                  	
                     

                  


          

          
            	
                    7.07

                  	
                    Ratio
      of Consolidated Adjusted Funded Debt to Total
      Capitalization 

                  	
                     

                  


          

           


          
            
               


            

            
               


              
                

              

            

            
               


            

          


           

          ARTICLE
VIII.

          EVENTS OF
DEFAULT AND REMEDIES

           

          
            	
                    8.01

                  	
                    Events
      of Default 

                  	
                     

                  


          

          
            	
                    8.02

                  	
                    Remedies
      Upon Event of Default 

                  	
                     

                  


          

          
            	
                    8.03

                  	
                    Application
      of Funds 

                  	
                     

                  


          

           

           

          ARTICLE
IX.

          ADMINISTRATIVE
AGENT

           

          
            	
                    9.01

                  	
                    Appointment
      and Authority 

                  	
                     

                  


          

          
            	
                    9.02

                  	
                    Rights
      as a Lender 

                  	
                     

                  


          

          
            	
                    9.03

                  	
                    Exculpatory
      Provisions 

                  	
                     

                  


          

          
            	
                    9.04

                  	
                    Reliance
      by Administrative Agent 

                  	
                     

                  


          

          
            	
                    9.05

                  	
                    Delegation
      of Duties 

                  	
                     

                  


          

          
            	
                    9.06

                  	
                    Resignation
      of Administrative Agent; L/C Issuer 

                  	
                     

                  


          

          
            	
                    9.07

                  	
                    Non-Reliance
      on Administrative Agent and Other Lenders 

                  	
                     

                  


          

          
            	
                    9.08

                  	
                    No
      Other Duties, Etc 

                  	
                     

                  


          

          
            	
                    9.09

                  	
                    Administrative
      Agent May File Proofs of Claim 

                  	
                     

                  


          

           

           

          ARTICLE
X.

          MISCELLANEOUS

           

          
            	
                    10.01

                  	
                    Amendments,
      Etc 

                  	
                     

                  


          

          
            	
                    10.02

                  	
                    Notices;
      Effectiveness; Electronic Communication 

                  	
                     

                  


          

          
            	
                    10.03

                  	
                    No
      Waiver; Cumulative Remedies 

                  	
                     

                  


          

          
            	
                    10.04

                  	
                    Expenses;
      Indemnity; Damage Waiver. 

                  	
                     

                  


          

          
            	
                    10.05

                  	
                    Payments
      Set Aside 

                  	
                     

                  


          

          
            	
                    10.06

                  	
                    Successors
      and Assigns 

                  	
                     

                  


          

          
            	
                    10.07

                  	
                    Treatment
      of Certain Information; Confidentiality 

                  	
                     

                  


          

          
            	
                    10.08

                  	
                    Right
      of Setoff 

                  	
                     

                  


          

          
            	
                    10.09

                  	
                    Interest
      Rate Limitation 

                  	
                     

                  


          

          
            	
                    10.10

                  	
                    Counterparts;
      Integration; Effectiveness 

                  	
                     

                  


          

          
            	
                    10.11

                  	
                    Survival
      of Representations and Warranties 

                  	
                     

                  


          

          
            	
                    10.12

                  	
                    Severability 

                  	
                     

                  


          

          
            	
                    10.13

                  	
                    Replacement
      of Lenders 

                  	
                     

                  


          

          
            	
                    10.14

                  	
                    Governing
      Law; Jurisdiction; Etc 

                  	
                     

                  


          

          
            	
                    10.15

                  	
                    Waiver
      of Jury Trial 

                  	
                     

                  


          

          
            	
                    10.16

                  	
                    No
      Advisory or Fiduciary Responsibility 

                  	
                     

                  


          

          
            	
                    10.17

                  	
                    USA
      PATRIOT Act Notice 

                  	
                     

                  


          

          
            	
                    10.18

                  	
                    No
      Lenders Will Be “Public-Side” Lenders 

                  	
                     

                  


          

           

          SIGNATURES                                                                       


          
            
               


            

            
               


              
                

              

            

            
               


            

          



          SCHEDULES

           

          2.01          Commitments
and Applicable Percentages

          5.05          Indebtedness

          7.03          Existing
Subsidiary Indebtedness

          10.02       
Administrative Agent’s Office; Certain Addresses for Notices

          


          


          


          EXHIBITS

           

           Form
of

           

          A             Committed
Loan Notice

          B-1           Bid
Request

          B-2          
Competitive Bid

          C             
Swing Line Loan Notice

          D             
Note

          E              Compliance
Certificate

          F              Assignment
and Assumption

          G             
Opinion Matters


          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      
        
          AMENDED AND
RESTATED

          CREDIT AGREEMENT

          


          


          THIS
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 15, 2007 (this
“Agreement”), is
made by and among LOWE’S COMPANIES, INC., a North Carolina corporation (the
“Borrower”), BANK
OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer, WACHOVIA BANK,
NATIONAL ASSOCIATION, in its capacity as Syndication Agent and an L/C Issuer for
the Lenders, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK, US BANK, NATIONAL
ASSOCIATION and MERRILL LYNCH BANK USA in their capacity as Co-Documentation
Agents, and each financial institution executing and delivering a signature page
hereto and each financial institution which may hereafter execute and deliver an
instrument of assignment with respect to this Agreement pursuant to Section
10.06
(hereinafter such financial institutions may be referred to individually as a
“Lender” or
collectively as the “Lenders”).

           

          W I T N E S S E T
H:

          


          WHEREAS, the
Borrower, the Lenders party thereto, and Bank of America, as Administrative
Agent, are parties to that certain Credit Agreement, dated as of July 30, 2004
(as amended from time to time prior to the date hereof, the “Existing Credit
Agreement”),
pursuant to which such lenders originally agreed to provide the Borrower with a
revolving credit facility of up to $1,000,000,000, including a letter of credit
subfacility of up to $250,000,000 and a swingline subfacility of up to
$100,000,000; and

           

          WHEREAS, the
Borrower has requested that the Existing Credit Agreement be amended and
restated in order to, among other things, extend the maturity date of the
revolving credit facility, increase the potential maximum amount of the
revolving credit facility from the amount in effect as of the date hereof under
the Existing Credit Agreement, increase the maximum amount of the letter of
credit subfacility, increase the maximum amount of the swingline subfacility,
modify the revolving commitments of the Lenders, and make certain other
amendments to the Existing Credit Agreement (the “Restatement”);
and

           

          WHEREAS, the
Borrower, the Lenders, and the Administrative Agent have agreed to and desire to
amend and restate the Existing Credit Agreement on the terms and conditions set
forth in this Agreement to accomplish such amendments, including but not limited
to making available to the Borrower a revolving credit facility of up to
$1,750,000,000, which includes a letter of credit subfacility of up to
$500,000,000 and a swingline subfacility of up to $250,000,000.

           

          NOW, THEREFORE, the
Borrower, the Lenders and the Administrative Agent hereby agree as
follows:

           

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

       

      ARTICLE I.  

      ASSIGNMENTS AND ALLOCATIONS;
DEFINITIONS AND ACCOUNTING TERMS

       

      1.01A Assignment and
Allocations. In
order to facilitate the Restatement and otherwise to effectuate the desires of
the Borrower, the Administrative Agent and the Lenders:

      


      (a)  The
parties hereto agree that each of the Commitments, as defined in the Existing
Credit Agreement, shall, subject to the terms hereof, constitute a Commitment
hereunder. As of the close of business on June 14, 2007 such Commitment, the
Applicable Percentage of the Aggregate Commitment of the Lenders and the
principal amount of the Loans outstanding under the Existing Credit Agreement
were as follows:

      


        
          	
                   

                   

                   

                  Lender

                	
                   

                   

                  Commitment

                	
                  Applicable

                  Percentage

                	
                   

                  Portion
      of

                  Loans

                  outstanding

                
	
                  Bank
      of America, N.A.

                	
                  $120,000,000

                	
                  12.00000000%

                	
                  $0

                
	
                  Wachovia
      Bank, National Association

                	
                  $120,000,000

                	
                  12.00000000%

                	
                  $0

                
	
                  JPMorgan
      Chase Bank, N.A. (as successors in interest to Bank One,
    NA)

                	
                  $90,000,000

                	
                  9.00000000%

                	
                  $0

                
	
                  SunTrust
      Bank

                	
                  $90,000,000

                	
                  9.00000000%

                	
                  $0

                
	
                  US
      Bank, National Association

                	
                  $90,000,000

                	
                  9.00000000%

                	
                  $0

                
	
                  Merrill
      Lynch Bank USA

                	
                  $65,000,000

                	
                  6.50000000%

                	
                  $0

                
	
                  Union
      Bank of California, N.A.

                	
                  $65,000,000

                	
                  6.50000000%

                	
                  $0

                
	
                  Harris
      Nesbitt Financing, Inc.

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  The
      Bank of New York

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  Barclays
      Bank PLC

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  Branch
      Banking & Trust Company

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  BNP
      Paribas

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  National
      City Bank

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  Regions
      Bank

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	
                  Wells
      Fargo Bank, National Association

                	
                  $45,000,000

                	
                  4.50000000%

                	
                  $0

                
	 	 	 	 
	
                  TOTAL
      

                	
                  $1,000,000,000

                	
                  100.00000000%

                	
                  $0

                
	 	 	 	 


        

      

      
        
           

          (b)  Simultaneously
with the Closing Date, the parties hereby agree that the Commitments shall be as
set forth in Schedule
2.01 and the
portion of Loans outstanding under the Existing Credit Facility shall be
reallocated in accordance with such Commitments and the requisite assignments
shall be deemed to be made in such amounts by and between the Lenders and from
each Lender to each other Lender, with the same force and effect as if such
assignments were evidenced by applicable Assignments and Acceptances (as defined
in the Existing Credit Agreement) under the Existing Credit Agreement.
Notwithstanding anything to the contrary in Section
10.06 of the
Existing Credit Agreement or Section
10.06 of this
Agreement, no other documents or instruments, including any Assignment and
Assumption, shall be executed in connection with these assignments (all of which
requirements are hereby waived), and such assignments shall be deemed to be made
with all applicable representations, warranties and covenants as if evidenced by
an Assignment and Acceptance. On the Closing Date, the Lenders shall make full
cash settlement with each other either directly or through the 

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          Administrative
Agent, as the Administrative Agent may direct or approve, with respect to all
assignments, reallocations and other changes in Commitments (as such term is
defined in the Existing Credit Agreement) such that after giving effect to such
settlements each Lender’s Applicable Percentage shall be as set forth on
Schedule
2.01. 

           

          (c)  The
Borrower, the Administrative Agent, and the Lenders hereby agree that upon the
effectiveness of this Agreement, the terms and provisions of the Existing Credit
Agreement which in any manner govern or evidence the Obligations, the rights and
interests of the Administrative Agent and the Lenders and any terms, conditions
or matters related to any thereof, shall be and hereby are amended and restated
in their entirety by the terms, conditions and provisions of this Agreement, and
the terms and provisions of the Existing Credit Agreement, except as otherwise
expressly provided herein, shall be superseded by this Agreement.

           

          (d)  Notwithstanding
this amendment and restatement of the Existing Credit Agreement, including
anything in this Section
1.01A, and in
any related “Loan Documents” (as such term is defined in the Existing Credit
Agreement and referred to herein, individually or collectively, as the “Prior
Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing
by any Person under the Existing Credit Agreement and other Prior Loan Documents
shall continue as Obligations hereunder, and (ii) each of this Agreement and the
Notes and any other Loan Document (as defined herein) that is amended and
restated in connection with this Agreement is given as a substitution of, and
not as a payment of, the indebtedness, liabilities and obligations of the
Borrower under the Existing Credit Agreement or any Prior Loan Document and
neither the execution and delivery of such documents nor the consummation of any
other transaction contemplated hereunder is intended to constitute a novation of
the Existing Credit Agreement or of any of the other Prior Loan Documents or any
obligations thereunder. Upon the effectiveness of this Agreement, all Loans
owing by the Borrower, and outstanding under the Existing Credit Agreement shall
continue as Loans hereunder and shall constitute advances hereunder, and all
Letters of Credit outstanding under the Existing Credit Agreement and any of the
Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate
Loans under the Existing Credit Agreement shall accrue interest at the Base Rate
hereunder and the parties hereto agree that the Interest Periods for all
Eurodollar Rate Loans outstanding under the Existing Credit Agreement on the
Closing Date, shall remain in effect without renewal, interruption or extension
as Eurodollar Rate Loans under this Agreement and accrue interest at the
Eurodollar Rate hereunder; provided, that on
and after the Closing Date, the Applicable Rate applicable to any Loan or Letter
of Credit hereunder shall be as set forth in the definition of Applicable Rate
below, without regard to any margin applicable thereto under the Existing Credit
Agreement prior to the Closing Date. 

           

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

           

          “Absolute
Rate” means a
fixed rate of interest expressed in multiples of 1/100th of one basis
point.

           

          “Absolute Rate
Loan” means a
Bid Loan that bears interest at a rate determined with reference to an Absolute
Rate.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

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

           

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

           

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

           

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

           

          “Agent
Parties” has the
meaning specified in Section
10.02(c).

           

          “Aggregate
Commitments” means
the Commitments of all the Lenders.

           

          “Agreement” means
this Amended and Restated Credit Agreement.

           

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

           

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

           

          
            Applicable Rate

             

            
              	
                      Pricing
      Level

                    	
                      Debt Ratings
      S&P/Moody’s/Fitch

                    	
                      Facility

                      Fee 

                    	
                      Utilization
      Fee

                      (>50%
      Utilization)

                    	
                      Eurodollar
      Rate

                      and Letters of
      Credit

                    
	
                      1

                    	
                      AA-/Aa3/AA-
      or better

                    	
                      .040%

                    	
                      .025%

                    	
                      .110%

                    
	
                      2

                    	
                      A+/A1/A+

                    	
                      .040%

                    	
                      .025%

                    	
                      .135%

                    
	
                      3

                    	
                      A/A2/A

                    	
                      .050%

                    	
                      .025%

                    	
                      .175%

                    
	
                      4

                    	
                      A-/A3/A-

                    	
                      .065%

                    	
                      .050%

                    	
                      .185%

                    
	
                      5

                    	
                      BBB+/Baa1/BBB+
      or
      worse

                    	
                      .080%

                    	
                      .050%

                    	
                      .270%

                    


            

            


            “Debt
Rating” means,
as of any date of determination, the rating as determined
by either S&P, Moody’s, or Fitch (collectively, the “Debt
Ratings”) of the
Borrower’s non-credit-

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            enhanced,
senior unsecured long-term debt; provided that
(with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating
for Pricing Level 5 being the lowest), (a) if two Debt Ratings are determined
and there is a split rating, the higher rating will apply, and (b) if three Debt
Ratings are determined and there is a split rating, (i) if two of the ratings
are at the same level and the other rating is two or more levels above the two
same ratings, the Applicable Margin will be based on the rating that is one
level above the two same ratings, (ii) if two of the ratings are at the same
level and the other rating is two or more levels below the two same ratings, the
Applicable Margin will be based on the rating that is one rating below the two
same ratings, and (iii) if each of the three ratings fall within different
levels, then the Applicable Margin will be determined based on the rating level
that is in between the highest and lowest ratings.)

             

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

             

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

             

            “Arrangers” means,
collectively, Banc of America Securities
LLC, in its capacity as joint lead arranger and sole book manager, and Wachovia
Capital Markets, LLC, in its capacity as joint lead arranger.

             

            “Assignee
Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

             

            “Assignment and
Assumption” means
an assignment and assumption entered into by a Lender and an Eligible Assignee
(with the consent of any party whose consent is required by Section
10.06(b)), and
accepted by the Administrative Agent, in substantially the form of Exhibit F 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
Obligation, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease were accounted for as a
capital lease.

             

            “Audited Financial
Statements” means
the audited consolidated balance sheet of the Borrower and its Subsidiaries for
the fiscal year ended February 2, 2007, and the related consolidated statements
of income or operations, shareholders’ equity and cash flows for such fiscal
year of the Borrower and its Subsidiaries, including the notes
thereto.

             

            “Availability
Period” means
the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments


             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            pursuant
to Section
2.07, and (c)
the date of termination of the commitment of each Lender to make Loans and of
the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section
8.02.

             

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

             

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

             

            “Base Rate Committed
Loan” means a
Committed Loan that is a Base Rate Loan.

             

            “Base Rate
Loan” means a
Loan that bears interest based on the Base Rate.

             

            “Bid
Borrowing” means a
borrowing consisting of simultaneous Bid Loans of the same Type from each of the
Lenders whose offer to make one or more Bid Loans as part of such borrowing has
been accepted under the auction bidding procedures described in Section
2.03.

             

            “Bid Loan” has the
meaning specified in Section
2.03(a).

             

            “Bid Loan
Lender” means,
in respect of any Bid Loan, the Lender making such Bid Loan to the
Borrower.

             

            “Bid
Request” means a
written request for one or more Bid Loans substantially in the form of
Exhibit
B-1.

             

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

             

            “Borrower
Materials” has the
meaning specified in Section
6.02.

             

            “Borrowing” means a
Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context
may require.

             

            “Business
Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar market.


             

            “Cash
Collateralize” has the
meaning specified in Section
2.04(g).

             

            “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.

             

            “Change of
Control” means
an event or series of events by which:

             

            (a) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of the
Borrower or its Subsidiaries, including but not limited to the Lowe’s Companies,
Inc. 401K Plan, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right
to acquire (such right, an “option
right”),
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 30% or more of the equity securities of the
Borrower entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully-diluted basis (and taking into account
all such securities that such person or group has the right to acquire pursuant
to any option right); or

             

            (b) during
any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Borrower cease to be
composed of individuals (i) who were members of that board or equivalent
governing body on the first day of such period, (ii) whose election or
nomination to that board or equivalent governing body was approved by
individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (iii) whose election or nomination to that board or other equivalent
governing body was approved by individuals referred to in clauses (i) and (ii)
above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body (excluding, in the case of
both clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors.

             

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

             

            “Code” means
the Internal Revenue Code of 1986.

             

            “Commitment” means,
as to each Lender, its obligation to (a) make Committed Loans to the Borrower
pursuant to Section
2.01, (b)
purchase participations in L/C Obligations, and (c) purchase participations in
Swing Line Loans, in an aggregate principal amount at any one time outstanding
not to exceed the amount set forth opposite such Lender’s name on Schedule
2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

             

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

             

            “Committed
Loan” has the
meaning specified in Section
2.01.

             

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

             

            “Competitive
Bid” means a
written offer by a Lender to make one or more Bid Loans, substantially in the
form of Exhibit
B-2, duly
completed and signed by a Lender.

             

            “Compliance
Certificate” means a
certificate substantially in the form of Exhibit E.

             

            “Consolidated Adjusted Funded
Debt” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (i) the total amount of Consolidated Funded Debt,
plus (ii) the Debt Equivalent of Operating Leases.

             

            “Consolidated Funded
Debt” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, (b) all purchase money
Indebtedness, (c) all direct obligations to reimburse amounts paid under standby
letters of credit, bankers’ acceptances, bank guaranties, surety bonds and
similar instruments, (d) all obligations in respect of the deferred purchase
price of property or services (other than trade accounts payable in the ordinary
course of business), (e) Attributable Indebtedness in respect of capital leases
and Synthetic Lease Obligations, (f) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a)
through (e) above of Persons other than the Borrower or any Subsidiary, (g) all
Indebtedness of the types referred to in clauses (a) through (f) above of any
partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which the Borrower or a Subsidiary
is a general partner or joint venturer, unless such Indebtedness is expressly
made non-recourse to the Borrower or such Subsidiary, (h) with
respect to any accounts receivable securitization transaction (i) the
unrecovered investment of purchasers or transferees of assets so transferred and
(ii) the aggregate amount of any other payment, recourse, repurchase, hold
harmless, indemnity or similar obligation of the Borrower or any of its
Subsidiaries in respect of assets transferred or payments made in respect
thereof, other than limited recourse provisions that are customary for
transactions of such type and that neither (x) have the effect of limiting the
loss or credit risk of such purchasers or transferees with respect to payment or
performance by the obligors of the assets so transferred nor (y) impair the
characterization of the transaction as a true sale under applicable Laws
(including Debtor Relief Laws).


             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            “Consolidated Tangible Net
Worth” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on
that date minus the
Intangible Assets of the Borrower and its Subsidiaries on that
date.

             

            “Consolidated Total
Assets” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the total assets of the Borrower and its Subsidiaries as set
forth or reflected on the most recent consolidated balance sheet of the Borrower
and its Subsidiaries, prepared in accordance with GAAP.

             

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

             

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

             

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

             

            “Debt Equivalent of Operating
Leases” means,
as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the present value (calculated at a discount rate of 10%) of
the Future Minimum Rental Payments.

             

            “Debt
Rating” has the
meaning specified in the definition of “Applicable Rate.”

             

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

             

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

             

            “Default
Rate” means
(a) when used with respect to Obligations other than Letter of Credit Fees, an
interest rate equal to 2% per annum in excess of the rate otherwise applicable,
or, if no rate is specified then a rate equal to the sum of (i) the Base Rate
plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; and (b) when used with respect to Letter of Credit Fees, a rate equal
to the Applicable Rate plus 2% per annum.

             

            “Defaulting
Lender” means
any Lender that (a) has failed to fund any portion of the Committed Loans,
participations in L/C Obligations or participations in Swing Line Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, unless such failure has been cured, (b) has otherwise
failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            within
one Business Day of the date when due, unless the subject of a good faith
dispute, unless such failure has been cured or (c) has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding. 

             

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

             

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

             

            “Eligible
Assignee” means
(a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any
other Person (other than a natural person) approved by (i) the Administrative
Agent, each L/C Issuer (but not including any L/C Issuer that has been removed
or has resigned as such) and the Swing Line Lender, and (ii) unless an Event of
Default has occurred and is continuing, the Borrower (each such approval not to
be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.

             

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

             

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

             

            “ERISA” means
the Employee Retirement Income Security Act of 1974.

             

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

             

            “ERISA
Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is insolvent or in 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Plan
amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate. 

             

            “Eurodollar Bid
Margin” means
the margin above or below the Eurodollar Base Rate to be added to or subtracted
from the Eurodollar Base Rate, which margin shall be expressed in multiples of
1/100th of one basis point.

             

            “Eurodollar Margin Bid
Loan” means a
Bid Loan that bears interest at a rate based upon the Eurodollar Base
Rate.

             

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

             

            “Eurodollar Rate Committed
Loan” means a
Committed Loan that bears interest at a rate based on the Eurodollar
Rate.

             

            “Eurodollar Rate
Loan” means a
Eurodollar Rate Committed Loan or a Eurodollar Margin Bid Loan.

             

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

             

            “Excluded
Taxes” means,
with respect to the Administrative Agent, any Lender, the L/C Issuer or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) taxes imposed on or measured by its overall net
income (however denominated), and franchise taxes imposed on it (in lieu of net
income taxes), by the jurisdiction (or any political subdivision thereof) under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            10.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender’s failure or inability (other
than as a result of a Change in Law) to comply with Section
3.01(e), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section
3.01(a).

             

            “Existing Credit
Agreement has the
meaning specified in the introductory paragraph hereto.

             

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

             

            “Fee
Letter” means
the letter agreement, dated May 25, 2007, among the Borrower, the Administrative
Agent and Banc of America Securities LLC.

             

            “Fitch” means
Fitch, Inc. and any successor thereto.

             

            “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.

             

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

             

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

             

            “Future Minimum Rental
Payments” means,
at any time, the total aggregate amount of all future minimum rental payments of
the Borrower and its Subsidiaries required under operating leases, having
initial or remaining noncancelable lease terms in excess of one year, as set
forth or reflected in the most recent consolidated financial statements,
including the notes thereto, of the Borrower and its Subsidiaries prepared in
accordance with GAAP.

             

            “GAAP” means
generally accepted accounting principles in the United States set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            Standards
Board or such other principles as may be approved by a significant segment of
the accounting profession in the United States, that are applicable to the
circumstances as of the date of determination, consistently
applied.

             

            “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).

             

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

             

            “Hazardous
Materials” means
all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law. 

             

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

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

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

             

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

             

            (d) all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of
business);

             

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

             

            (f) capital
leases and Synthetic Lease Obligations;

             

            (g) all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued
and unpaid dividends; and

             

            (h) all
Guarantees of such Person in respect of any of the foregoing.

             

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

             

            “Indemnified
Taxes” means
Taxes other than Excluded Taxes.

             

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

             

            “Information” has the
meaning specified in Section
10.07.

             

            “Intangible
Assets” means
assets that are considered to be intangible assets under GAAP.

             

            “Interest Payment
Date” means,
(a) as to any Loan other than a Base Rate Loan, the last day of each Interest
Period applicable to such Loan and the Maturity Date; provided,
however, that if
any Interest Period for a Eurodollar Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base
Rate Loan (including a Swing Line Loan), the last Business Day of each March,
June, September and December (commencing on September 28, 2007) and the Maturity
Date.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            “Interest
Period” means
(a) as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or (in the case of any Eurodollar Rate
Committed Loan) converted to or continued as a Eurodollar Rate Loan and ending
on the date one, two, three or six months thereafter, as selected by the
Borrower in its Committed Loan Notice or Bid Request, as the case may be; and
(b) as to each Absolute Rate Loan, a period of not less than 7 days and not more
than 180 days as selected by the Borrower in its Bid Request; provided
that:

             

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

             

            (ii) any
Interest Period pertaining to a Eurodollar 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 Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period; and

             

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

             

            “IRS” means
the United States Internal Revenue Service.

             

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

             

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

             

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

             

            “L/C
Advance” means,
with respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.

             

            “L/C
Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            “L/C
Issuer” means
Bank of America and Wachovia Bank, National Association, in their capacities as
issuers of Letters of Credit hereunder, and any other Lender selected by the
Borrower, approved by the Administrative Agent and agreeing to be an L/C Issuer
hereunder; provided, however, that there shall be no more than two (2) L/C
Issuers at any one time. All references to the L/C Issuer shall mean any L/C
Issuer, the L/C Issuer issuing the applicable Letter of Credit, or all L/C
Issuers, as the context may imply. 

             

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

             

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

             

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

             

            “Letter of
Credit” means
any letter of credit issued hereunder. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit.

             

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

             

            “Letter of Credit Expiration
Date” means
the day that is three days prior to the Maturity Date then in effect (or, if
such day is not a Business Day, the next preceding Business Day).

             

            “Letter of Credit
Fee” has the
meaning specified in Section
2.04(i).

             

            “Letter of Credit
Sublimit” means
an amount equal to the lesser of (i) $500,000,000 and (ii) the Aggregate
Commitments. The Letter of Credit Sublimit is part of, and not in addition to,
the Aggregate Commitments.

             

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

             

            “Loan” means
an extension of credit by a Lender to the Borrower under Article
II in the
form of a Committed Loan, a Bid Loan or a Swing Line Loan.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            “Loan
Documents” means
this Agreement, each Note, each Issuer Document, and the Fee Letter.


             

            “Material Adverse
Effect” means,
with respect to any event, act, condition or occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding), whether singly or in conjunction with
any other event or events, act or acts, condition or conditions, occurrence or
occurrences, whether or not related, a material adverse change in, or a material
adverse effect upon any of (a) the financial condition, operations, business or
properties of the Borrower and its Subsidiaries taken as a whole; (b) the rights
and remedies of the Administrative Agent or the Lenders under the Loan Documents
or the ability of the Borrower to perform its obligations under any Loan
Document, or (c) the legality, validity, or enforceability of any Loan
Document.

             

            “Maturity
Date” means
June 15, 2012.

             

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

             

            “Multiemployer
Plan” means
any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA.

             

            “Note” means a
promissory note made by the Borrower in favor of a Lender evidencing Loans made
by such Lender, substantially in the form of Exhibit D.

             

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

             

            “Organization
Documents” means,
(a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

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

             

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

             

            “PBGC” means
the Pension Benefit Guaranty Corporation.

             

            “Pension
Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.

             

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

             

            “Plan” means
any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

             

            “Platform” has the
meaning specified in Section
6.02.

             

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

             

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

             

            “Reportable
Event” means
any of the events set forth in Section 4043(c) of ERISA, other than an event for
which the requirement has been waived by regulation.

             

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

             

            “Required
Lenders” means,
as of any date of determination, Lenders having more than 50% of the Aggregate
Commitments or, if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section
8.02, Lenders
holding in the aggregate more than 50% of the Total Outstandings (with the
aggregate amount of each Lender’s risk participation and funded participation in
L/C 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            Obligations
and Swing Line Loans being deemed “held” by such Lender for purposes of this
definition); provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

             

            “Responsible
Officer” means
any of the Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, Executive Vice President, Senior Vice President, Vice
President (including without limitation Vice President Tax), General Counsel,
Secretary, Chief Compliance Officer, Chief Accounting Officer, Treasurer or
Assistant Treasurer of the Borrower. Any document delivered hereunder that is
signed by a Responsible 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.

             

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

             

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

             

            “Shareholders’
Equity” means,
as of any date of determination, consolidated shareholders’ equity of the
Borrower and its Subsidiaries as of that date determined in accordance with
GAAP.

             

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

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            a
“Master
Agreement”),
including any such obligations or liabilities under any Master
Agreement.

             

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

             

            “Swing
Line” means
the revolving credit facility made available by the Swing Line Lender pursuant
to Section
2.05.

             

            “Swing Line
Borrowing” means a
borrowing of a Swing Line Loan pursuant to Section
2.05.

             

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

             

            “Swing Line
Loan” has the
meaning specified in Section
2.05(a).

             

            “Swing Line Loan
Notice” means a
notice of a Swing Line Borrowing pursuant to Section
2.05(b), which,
if in writing, shall be substantially in the form of Exhibit C.

             

            “Swing Line
Sublimit” means
an amount equal to the lesser of (a) $250,000,000 and (b) the Aggregate
Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.

             

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

             

            “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 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. 

             

            “Threshold
Amount” means
$100,000,000.

             

            “Total
Capitalization” means,
as of any date of determination, the sum of (i) Shareholders’ Equity on such
date plus (ii) Consolidated Adjusted Funded Debt on such date.

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

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

             

            “Type” means
(a) with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan, and (b) with respect to a Bid Loan, its character as an
Absolute Rate Loan or a Eurodollar Margin Bid Loan.

             

            “Unfunded Pension
Liability” means
the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code for the applicable plan year.

             

            “United
States” and
“U.S.” mean
the United States of America.

             

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

            

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

               

              (a)  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
“include,”
“includes” and
“including” shall
be deemed to be followed by the phrase “without limitation.” The word
“will” shall
be construed to have the same meaning and effect as the word “shall.” Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof” and
“hereunder,” and
words of similar import when used in any Loan Document, shall be construed to
refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time,
and (vi) the words “asset” and
“property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

               

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

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

              1.03  Accounting Terms.


               

              (a)  Generally. All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements (except for changes concurred
in by the Borrower’s independent public accountants or otherwise required by a
change in GAAP).

               

              (b)  Changes in
GAAP. If at
any time any change in GAAP would affect the computation of any financial ratio
or requirement set forth in any Loan Document, then, unless (i) the
Borrower shall have objected to determining compliance on such basis at the time
of delivery of such financial statements, or (ii) the Required Lenders
shall so object in writing within 30 days after delivery of such financial
statements, in either of which events such calculations shall be made on a basis
consistent with those used in the preparation of the latest financial statements
as to which no such objection shall have been made.

               

              1.04  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).

               

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

               

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

               

               

              ARTICLE II.  

              THE COMMITMENTS AND CREDIT
EXTENSIONS

               

              2.01  Committed Loans. Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans in Dollars (each such loan, a “Committed
Loan”) to the
Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such
Lender’s Commitment; 

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              provided,
however, that
after giving effect to any Committed Borrowing, (i) the Total Outstandings shall
not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
of the Committed Loans of any Lender, plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment. Within the limits of each Lender’s
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section
2.01, prepay
under Section
2.06, and
reborrow under this Section
2.01.
Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

               

              2.02  Borrowings, Conversions and
Continuations of Committed Loans.

               

              (a)  Each
Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Eurodollar Rate Committed Loans shall be made
upon the Borrower’s irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Rate
Committed Loans or of any conversion of Eurodollar Rate Committed Loans to Base
Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base
Rate Committed Loans. Each telephonic notice by the Borrower pursuant to this
Section
2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written
Committed Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Committed Loans shall be in a principal amount of $10,000,000 or
a whole multiple of $1,000,000 in excess thereof. Except as provided in
Sections
2.04(c) and
2.05(c), each
Borrowing of or conversion to Base Rate Committed Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Committed Loan Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Committed Borrowing, a conversion of Committed
Loans from one Type to the other, or a continuation of Eurodollar Rate Committed
Loans, (ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of
Committed Loans to be borrowed or to which existing Committed Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Committed Loan in a
Committed Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans
shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurodollar Rate
Committed Loans. If the Borrower requests a Borrowing of, conversion to, or
continuation of Eurodollar Rate Committed Loans in any such Committed Loan
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

               

              (b)  Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Applicable Percentage of the applicable
Committed Loans, and if no timely notice of a conversion or continuation is
provided by the Borrower, the Administrative Agent shall notify each Lender of
the details of any automatic conversion to Base Rate Loans described in the
preceding subsection.  In the case of a

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to
the Administrative Agent in immediately available funds at the Administrative
Agent’s Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions
set forth in Section
4.02 (and, if
such Borrowing is the initial Credit Extension, Section
4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower; provided,
however, that
if, on the date the Committed Loan Notice with respect to such Borrowing is
given by the Borrower, there are L/C Borrowings outstanding, then the proceeds
of such Borrowing, first, shall
be applied to the payment in full of any such L/C Borrowings, and second, shall
be made available to the Borrower as provided above.

               

              (c)  Except as
otherwise provided herein, a Eurodollar Rate Committed Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Committed Loan. During the existence of a Default, no Loans may be requested as,
converted to or continued as Eurodollar Rate Committed Loans without the consent
of the Required Lenders.

               

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

               

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

               

              2.03  Bid Loans.

               

              (a)  General. Subject
to the terms and conditions set forth herein, each Lender agrees that the
Borrower may from time to time request the Lenders to submit offers to make
loans (each such loan, a “Bid Loan”) to the
Borrower prior to the Maturity Date pursuant to this Section
2.03;
provided,
however, that
after giving effect to any Bid Borrowing, the Total Outstandings shall not
exceed the Aggregate Commitments. There shall not be more than ten different
Interest Periods in effect with respect to Bid Loans at any time.

               

              (b)  Requesting Competitive
Bids. The
Borrower may request the submission of Competitive Bids by delivering a Bid
Request to the Administrative Agent not later than 12:00 noon (i) one Business
Day prior to the requested date of any Bid Borrowing that is to consist of
Absolute Rate Loans, or (ii) four Business Days prior to the requested date of
any Bid Borrowing that is to consist of Eurodollar Margin Bid Loans. Each Bid
Request shall specify (i) the requested date of the Bid Borrowing (which shall
be a Business Day), (ii) the aggregate principal amount of Bid Loans requested
(which must be $10,000,000 or a whole multiple of $1,000,000 in excess thereof),
(iii) the Type of Bid Loans requested, and (iv) the duration of the Interest


               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              Period
with respect thereto, and shall be signed by a Responsible Officer of the
Borrower. No Bid Request shall contain a request for (i) more than one Type of
Bid Loan or (ii) Bid Loans having more than three different Interest Periods.
Unless the Administrative Agent otherwise agrees in its sole and absolute
discretion, the Borrower may not submit a Bid Request if it has submitted
another Bid Request within the prior five Business Days.

               

              (c)  Submitting Competitive
Bids. 

               

              (i)  The
Administrative Agent shall promptly notify each Lender of each Bid Request
received by it from the Borrower and the contents of such Bid
Request.

               

              (ii)  Each
Lender may (but shall have no obligation to) submit a Competitive Bid containing
an offer to make one or more Bid Loans in response to such Bid Request. Such
Competitive Bid must be delivered to the Administrative Agent not later than
10:30 a.m. (A) on the requested date of any Bid Borrowing that is to consist of
Absolute Rate Loans, and (B) three Business Days prior to the requested date of
any Bid Borrowing that is to consist of Eurodollar Margin Bid Loans;
provided,
however, that
any Competitive Bid submitted by Bank of America in its capacity as a Lender in
response to any Bid Request must be submitted to the Administrative Agent not
later than 10:15 a.m. on the date on which Competitive Bids are required to be
delivered by the other Lenders in response to such Bid Request. Each Competitive
Bid shall specify (A) the proposed date of the Bid Borrowing; (B) the principal
amount of each Bid Loan for which such Competitive Bid is being made, which
principal amount (x) may be equal to, greater than or less than the Commitment
of the bidding Lender, (y) must be $5,000,000 or a whole multiple of $1,000,000
in excess thereof, and (z) may not exceed the principal amount of Bid Loans for
which Competitive Bids were requested; (C) if the proposed Bid Borrowing is to
consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid
Loan and the Interest Period applicable thereto; (D) if the proposed Bid
Borrowing is to consist of Eurodollar Margin Bid Loans, the Eurodollar Bid
Margin with respect to each such Eurodollar Margin Bid Loan and the Interest
Period applicable thereto; and (E) the identity of the bidding
Lender.

               

              (iii)  Any
Competitive Bid shall be disregarded if it (A) is received after the applicable
time specified in clause (ii) above, (B) is not substantially in the form of a
Competitive Bid as specified herein, (C) contains qualifying, conditional or
similar language, (D) proposes terms other than or in addition to those set
forth in the applicable Bid Request, or (E) is otherwise not responsive to such
Bid Request. Any Lender may correct a Competitive Bid containing a manifest
error by submitting a corrected Competitive Bid (identified as such) not later
than the applicable time required for submission of Competitive Bids. Any such
submission of a corrected Competitive Bid shall constitute a revocation of the
Competitive Bid that contained the manifest error. The Administrative Agent may,
but shall not be required to, notify any Lender of any manifest error it detects
in such Lender’s Competitive Bid.

               

              (iv)  Subject
only to the provisions of Sections
3.02,
3.03 and
4.02 and
clause (iii) above, each Competitive Bid shall be irrevocable.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (d)  Notice to Borrower of
Competitive Bids. Not
later than 11:00 a.m. (i) on the requested date of any Bid Borrowing that is to
consist of Absolute Rate Loans, or (ii) three Business Days prior to the
requested date of any Bid Borrowing that is to consist of Eurodollar Margin Bid
Loans, the Administrative Agent shall notify the Borrower of the identity of
each Lender that has submitted a Competitive Bid that complies with Section
2.03(c) and of
the terms of the offers contained in each such Competitive Bid.

               

              (e)  Acceptance of Competitive
Bids. Not
later than 11:30 a.m. (i) on the requested date of any Bid Borrowing that is to
consist of Absolute Rate Loans, and (ii) three Business Days prior to the
requested date of any Bid Borrowing that is to consist of Eurodollar Margin Bid
Loans, the Borrower shall notify the Administrative Agent of its acceptance or
rejection of the offers notified to it pursuant to Section
2.03(d). The
Borrower shall be under no obligation to accept any Competitive Bid and may
choose to reject all Competitive Bids. In the case of acceptance, such notice
shall specify the aggregate principal amount of Competitive Bids for each
Interest Period that is accepted. The Borrower may accept any Competitive Bid in
whole or in part; provided
that:

               

              (i)  the
aggregate principal amount of each Bid Borrowing may not exceed the applicable
amount set forth in the related Bid Request;

               

              (ii)  the
principal amount of each Bid Loan must be $5,000,000 or a whole multiple of
$1,000,000 in excess thereof;

               

              (iii)  the
acceptance of offers may be made only on the basis of ascending Absolute Rates
or Eurodollar Bid Margins within each Interest Period; and

               

              (iv)  the
Borrower may not accept any offer that is described in Section
2.03(c)(iii) or that
otherwise fails to comply with the requirements hereof.

               

              (f)  Procedure for Identical
Bids. If two
or more Lenders have submitted Competitive Bids at the same Absolute Rate or
Eurodollar Bid Margin, as the case may be, for the same Interest Period, and the
result of accepting all of such Competitive Bids in whole (together with any
other Competitive Bids at lower Absolute Rates or Eurodollar Bid Margins, as the
case may be, accepted for such Interest Period in conformity with the
requirements of Section
2.03(e)(iii)) would
be to cause the aggregate outstanding principal amount of the applicable Bid
Borrowing to exceed the amount specified therefor in the related Bid Request,
then, unless otherwise agreed by the Borrower, the Administrative Agent and such
Lenders, such Competitive Bids shall be accepted as nearly as possible in
proportion to the amount offered by each such Lender in respect of such Interest
Period, with such accepted amounts being rounded to the nearest whole multiple
of $1,000,000.

               

              (g)  Notice to Lenders of
Acceptance or Rejection of Bids. The
Administrative Agent shall promptly notify each Lender having submitted a
Competitive Bid whether or not its offer has been accepted and, if its offer has
been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on
the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof
that is not accepted by the Borrower by the applicable time specified in
Section
2.03(e) shall be
deemed rejected.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (h)  Notice of Eurodollar Base
Rate. If any
Bid Borrowing is to consist of Eurodollar Margin Loans, the Administrative Agent
shall determine the Eurodollar Base Rate for the relevant Interest Period, and
promptly after making such determination, shall notify the Borrower and the
Lenders that will be participating in such Bid Borrowing of such Eurodollar Base
Rate.

               

              (i)  Funding of Bid
Loans. Each
Lender that has received notice pursuant to Section
2.03(g) that all
or a portion of its Competitive Bid has been accepted by the Borrower shall make
the amount of its Bid Loan(s) available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than
1:00 p.m. on the date of the requested Bid Borrowing. Upon satisfaction of the
applicable conditions set forth in Section
4.02, the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent.

               

              (j)  Notice of Range of
Bids. After
each Competitive Bid auction pursuant to this Section
2.03, the
Administrative Agent shall notify each Lender that submitted a Competitive Bid
in such auction of the ranges of bids submitted (without the bidder’s name) and
accepted for each Bid Loan and the aggregate amount of each Bid
Borrowing.

               

              2.04  Letters of Credit.


               

              (a)  The Letter of Credit
Commitment.

               

              (i)  Subject
to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section
2.04, (1)
from time to time on any Business Day during the period from the Closing Date
until the Letter of Credit Expiration Date, to issue Letters of Credit for the
account of the Borrower or its Subsidiaries, and to amend or extend Letters of
Credit previously issued by it, in accordance with subsection (b) below, and (2)
to honor drawings under the Letters of Credit; and (B) the Lenders severally
agree to participate in Letters of Credit issued for the account of the Borrower
or its Subsidiaries and any drawings thereunder; provided that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments,
(y) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such
Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such
Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans
shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the
L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by
the Borrower for the issuance or amendment of a Letter of Credit shall be deemed
to be a representation by the Borrower that the L/C Credit Extension so
requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrower’s ability to obtain Letters of Credit shall be fully
revolving, and accordingly the Borrower may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have
been drawn upon and reimbursed.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (ii)  No L/C
Issuer shall issue any Letter of Credit, if:

               

              (A)  subject
to Section
2.04(b)(iii), the
expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or

               

              (B)  such
Letter of Credit is to be denominated in a currency other than Dollars;
or

               

              (C)  the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless L/C Obligations relating to such proposed Letter
of Credit and all Letter of Credit fees to accrue while such Letter of Credit is
to be outstanding are Cash Collateralized on the date of issuance of such Letter
of Credit in the manner described in Section
2.04(g);

               

              (iii)  No L/C
Issuer shall be under any obligation to issue any Letter of Credit if:


               

              (A)  any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C  Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such
Letter of Credit in particular or shall impose upon the L/C Issuer with respect
to such Letter of Credit any restriction, reserve or capital requirement (for
which the L/C Issuer is not otherwise compensated hereunder) not in effect on
the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which the L/C
Issuer in good faith deems material to it; 

               

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

               

              (C)  except as
otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of
Credit is in an initial stated amount less than $100,000, in the case of a
commercial Letter of Credit, or $500,000, in the case of a standby Letter of
Credit;

               

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

               

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

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (iv)  No L/C
Issuer shall amend any Letter of Credit if the L/C Issuer would not be permitted
at such time to issue such Letter of Credit in its amended form under the terms
hereof.

               

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

               

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

               

              (b)  Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

               

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

               

              (ii)  Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the


               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

              (iii)  If the
Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of
Credit”);
provided that any
such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any
such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non-Extension Notice
Date”) in
each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower
shall not be required to make a specific request to the L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders
shall be deemed to have authorized (but may not require) the L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided,
however, that
the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such
time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section
2.04(a) or
otherwise), or (B) it has received notice (which may be by telephone or in
writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required
Lenders have elected not to permit such extension or (2) from the Administrative
Agent, any Lender or the Borrower that one or more of the applicable conditions
specified in Section
4.02 is not
then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.

               

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

               

              (c)  Drawings and Reimbursements;
Funding of Participations.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (i)  Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
Administrative Agent thereof. Not later than 11:00 a.m. on the date of any
payment by the L/C Issuer under a Letter of Credit (each such date, an
“Honor
Date”), the
Borrower shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing. If the Borrower fails to so
reimburse the L/C Issuer by such time, the Administrative Agent shall promptly
notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed
Amount”), and
the amount of such Lender’s Applicable Percentage thereof. In such event, the
Borrower shall be deemed to have requested a Committed Borrowing of Base Rate
Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section
2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitments and the conditions set forth in
Section
4.02 (other
than the delivery of a Committed Loan Notice). Any notice given by the L/C
Issuer or the Administrative Agent pursuant to this Section
2.04(c)(i) may be
given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

               

              (ii)  Each
Lender shall upon any notice pursuant to Section
2.04(c)(i) make
funds available to the Administrative Agent for the account of the L/C Issuer at
the Administrative Agent’s Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section
2.04(c)(iii), each
Lender that so makes funds available shall be deemed to have made a Base Rate
Committed Loan to the Borrower in such amount. The Administrative Agent shall
remit the funds so received to the L/C Issuer.

               

              (iii)  With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed
Borrowing of Base Rate Loans because the conditions set forth in Section
4.02 cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on the next Business Day following the Honor Date (together with interest) and
shall bear interest at the Default Rate. In such event, each Lender’s payment to
the Administrative Agent for the account of the L/C Issuer pursuant to
Section
2.04(c)(ii) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Lender in satisfaction of its participation
obligation under this Section
2.04.

               

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

               

              (v)  Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by


               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

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

               

              (d)  Repayment of
Participations.


               

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

               

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

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

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

               

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

               

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

               

              (iv)  any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

               

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

               

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

               

              (f)  Role of L/C
Issuer. Each
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, 

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              as
applicable; (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided,
however, that
this assumption is not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or
transferee at law or under any other agreement. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section
2.04(e);
provided,
however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any
reason.

               

              (g)  Cash
Collateral. Upon
the request of the Administrative Agent or the Required Lenders, (i) if the L/C
Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the
Letter of Credit Expiration Date, any L/C Obligation (including but not limited
to the amount available to be drawn under Letters of Credit having an expiry
date later than the Letter of Credit Expiration Date) for any reason remains
outstanding, the Borrower shall, in each case, immediately Cash Collateralize
the then Outstanding Amount of all L/C Obligations. Sections
2.06 and
8.02(c) set
forth certain additional requirements to deliver Cash Collateral hereunder. For
purposes of this Section
2.04,
Section
2.06 and
Section
8.02(c),
“Cash
Collateralize” means
to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the L/C Issuer and the Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. The Borrower hereby grants to the Administrative Agent,
for the benefit of the L/C Issuer and the Lenders, a security interest in all
such cash, deposit accounts and all balances therein and all proceeds of the
foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America.

               

              (h)  Applicability of ISP and
UCP. Unless
otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of
Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of
Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce at
the time of issuance shall apply to each commercial Letter of
Credit.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              (i)  Letter of Credit
Fees. The
Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of
Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the
daily maximum amount available to be drawn under such Letter of Credit. For
purposes of computing the daily maximum amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section
1.06. Letter
of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii)
due and payable on the first Business Day after the end of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and
thereafter on demand. If there is any change in the Applicable Rate during any
quarter, the daily maximum amount of each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. Notwithstanding anything to the
contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all Letter of Credit Fees shall accrue at the Default
Rate.

               

              (j)  Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer. The
Borrower shall pay directly to the L/C Issuer for its own account a fronting fee
(i) with respect to each commercial Letter of Credit, at the rate of .125% per
annum, computed on the amount of such Letter of Credit, and payable upon the
issuance thereof, (ii) with respect to any amendment of a commercial Letter of
Credit increasing the amount of such Letter of Credit, at the rate of .125% per
annum, computed on the amount of such increase, and payable upon the
effectiveness of such amendment, and (iii) with respect to each standby Letter
of Credit, at the rate of .125% per annum computed on the daily maximum amount
available to be drawn under such Letter of Credit and on a quarterly basis in
arrears, and due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. For purposes of computing the daily
maximum amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section
1.06. In
addition, the Borrower shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect. Such customary fees and standard costs
and charges are due and payable on demand and are nonrefundable.

               

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

               

              (l)  Letters of Credit Issued for
Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Subsidiary, the
Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and
all drawings under such Letter of Credit. The Borrower hereby acknowledges that
the issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrower, and that the Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries.

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

           

          

            2.05  Swing Line Loans.


             

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

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            (c)  Refinancing of Swing Line
Loans.

             

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

             

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

             

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

             

            (iv)  Each
Lender’s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section
2.05(c) shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

             against
the Swing Line Lender, the Borrower or any other Person for any reason
whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided,
however, that
each Lender’s obligation to make Committed Loans pursuant to this Section
2.05(c) is
subject to the conditions set forth in Section
4.02. No such
funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay Swing Line Loans, together with interest as provided
herein.

             

            (d)  Repayment of
Participations.


             

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

             

            (ii)  If any
payment received by the Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in Section
10.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Lender shall pay to the Swing Line Lender its Applicable
Percentage thereof on demand of the Administrative Agent, plus interest thereon
from the date of such demand to the date such amount is returned, at a rate per
annum equal to the Federal Funds Rate. The Administrative Agent will make such
demand upon the request of the Swing Line Lender. The obligations of the Lenders
under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.

             

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

             

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

             

            2.06  Prepayments.

             

            (a)  The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Committed Loans in whole or in part without premium
or penalty; provided that any
prepayment of Eurodollar Rate Committed Loans shall be in a principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$2,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case,
if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid. The Administrative Agent will 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            promptly
notify each Lender of its receipt of each such notice, and of the amount of such
Lender’s Applicable Percentage of such prepayment. If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest on the amount prepaid, together with any additional amounts required
pursuant to Section
3.05. Each
such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.

             

            (b)  No Bid
Loan may be prepaid without the prior consent of the applicable Bid Loan
Lender.

             

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

             

            (d)  If for
any reason the Total Outstandings at any time exceed the Aggregate Commitments
then in effect, the Borrower shall immediately prepay Loans and/or Cash
Collateralize the L/C Obligations in an aggregate amount equal to such excess;
provided,
however, that
the Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section
2.06(d) unless
after the prepayment in full of the Committed Loans and Swing Line Loans the
Total Outstandings exceed the Aggregate Commitments then in effect.

             

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

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            2.08  Repayment of
Loans.

             

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

             

            (b)  The
Borrower shall repay each Bid Loan on the last day of the Interest Period in
respect thereof.

             

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

             

            2.09  Interest.

             

            (a)  Subject
to the provisions of subsection
(b) below,
(i) each Eurodollar Rate Committed Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus the
Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate; (iii) each Bid Loan shall bear interest
on the outstanding principal amount thereof for the Interest Period therefor at
a rate per annum equal to the Eurodollar Rate for such Interest Period plus (or
minus) the Eurodollar Bid Margin, or at the Absolute Rate for such Interest
Period, as the case may be; and (iv) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at
the Base Rate.

             

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

             

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

             

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

             

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

             

            (c)  Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            judgment,
and before and after the commencement of any proceeding under any Debtor Relief
Law.

             

            2.10  Fees. In
addition to certain fees described in subsections
(i) and
(j) of
Section
2.04:

             

            (a)  Facility
Fee. The
Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, a facility fee (the “Facility Fee”)
equal to the Applicable Rate times the
actual daily amount of the Aggregate Commitments (or, if the Aggregate
Commitments have terminated, on the Outstanding Amount of all Committed Loans,
Swing Line Loans and L/C Obligations), regardless of usage. The Facility Fee
shall accrue at all times during the Availability Period (and thereafter so long
as any Committed Loans, Swing Line Loans or L/C Obligations remain outstanding),
including at any time during which one or more of the conditions in Article
IV is not
met, and shall be due and payable quarterly in arrears on the last Business Day
of each March, June, September and December, commencing on September 28, 2007,
and on the Maturity Date (and, if applicable, thereafter on demand). The
Facility Fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect.

             

            (b)  Utilization
Fee. The
Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, a utilization fee equal to the
Applicable Rate times the
Total Outstandings on each day that the Total Outstandings exceed 50% of the
actual daily amount of the Aggregate Commitments then in effect (or, if
terminated, in effect immediately prior to such termination). The utilization
fee shall be due and payable quarterly in arrears on the last Business Day of
each March, June, September and December, commencing on September 28, 2007, and
on the Maturity Date. The utilization fee shall be calculated quarterly in
arrears and if there is any change in the Applicable Rate during any quarter,
the daily amount shall be computed and multiplied by the Applicable Rate for
each period during which such Applicable Rate was in effect. The utilization fee
shall accrue at all times, including at any time during which one or more of the
conditions in Article
IV is not
met.

             

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

             

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

             

            2.11  Computation of Interest and Fees.
All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days
elapsed (which results in more fees or interest, as applicable, being paid than
if computed on the 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            basis of
a 365-day year). Interest shall accrue on each Loan for the day on which the
Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the Loan or such portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to
Section
2.13(a), bear
interest for one day. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes,
absent manifest error.

             

            2.12  Evidence of Debt.


             

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

             

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

             

            2.13  Payments Generally; Administrative
Agent’s Clawback.

             

            (a)  (a)   General. All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff. Except as otherwise
expressly provided herein, all payments by the Borrower hereunder shall be made
to the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 2:00 p.m. on the date specified
herein. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office. All payments received by the Administrative Agent after 2:00 p.m. shall
be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue. If any payment to be made by the
Borrower shall come due on a day other than a Business Day, 

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may
be.

             

            (b)  (i)    Funding by Lenders; Presumption by
Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed time of any Committed Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s share of such Committed
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section
2.02 and may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Committed Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount in immediately available
funds with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by such
Lender, the greater of the Federal Funds Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation and (B) in the case of a payment to be made by the Borrower, the
interest rate applicable to Base Rate Loans. If the Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such period. If
such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s
Committed Loan included in such Committed Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to the Administrative
Agent.

             

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

             

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

             

            (c)  Failure to Satisfy
Conditions Precedent. If any
Lender makes available to the Administrative Agent funds for any Loan to be made
by such Lender as provided in the foregoing provisions of this Article
II, and
such funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in


             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            Article
IV are not
satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest to the extent returned on the same Business Day
and thereafter at the Federal Funds Rate.

             

            (d)  Obligations of Lenders
Several. The
obligations of the Lenders hereunder to make Committed Loans, to fund
participations in Letters of Credit and Swing Line Loans and to make payments
pursuant to Section
10.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan, to
fund any such participation or to make any payment under Section
10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section
10.04(c).

             

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

             

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

             

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

             

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

             

            The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing 

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            arrangements
may exercise against the Borrower rights of setoff and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

             

            2.15  Increase in Commitments.


             

            (a)  Request for
Increase.
Provided there exists no Default and the Borrower has made no voluntary
reduction of the Aggregate Commitments pursuant to Section
2.07, upon
notice to the Administrative Agent, the Borrower may from time to time, request
an increase in the Aggregate Commitments by an amount (for all such requests)
not exceeding $500,000,000; provided that (i)
any such request for an increase shall be in a minimum amount of $25,000,000,
and (ii) the Borrower may make a maximum of three such requests.

             

            (b)  Notification by
Administrative Agent; Additional Lenders. The
Administrative Agent shall notify the Borrower and each Lender of each request
made hereunder. To achieve the full amount of a requested increase, and subject
to the approval of the Administrative Agent and the L/C Issuers (which approvals
shall not be unreasonably withheld), the Borrower may, at its option, request
that the existing Lenders provide for any such increase in the Aggregate
Commitments or invite additional Eligible Assignees to become Lenders pursuant
to a joinder agreement in form and substance satisfactory to the Administrative
Agent and its counsel. To the extent the Borrower seeks any increase from
existing Lenders, it shall (in consultation with the Administrative Agent)
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders).

             

            (c)  Lender Elections to
Increase. Each
Lender shall notify the Administrative Agent within such time period whether or
not it agrees to increase its Commitment and, if so, whether by an amount equal
to, greater than, or less than its Applicable Percentage of such requested
increase. Any Lender not responding within such time period shall be deemed to
have declined to increase its Commitment.

             

            (d)  Effective Date and
Allocations. If the
Aggregate Commitments are increased in accordance with this Section, the
Administrative Agent and the Borrower shall determine the effective date (the
“Increase Effective
Date”) and
the final allocation of such increase. The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such increase and
the Increase Effective Date. 

             

            (e)  Conditions to Effectiveness
of Increase. As a
condition precedent to such increase, the Borrower shall deliver to the
Administrative Agent a certificate dated as of the Increase Effective Date (in
sufficient copies for each Lender) signed by a Responsible Officer (i)
certifying and attaching the resolutions adopted by the Borrower approving or
consenting to such increase, and (ii) certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in
Article V and the
other Loan Documents are true and correct on and as of the Extension Effective
Date, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Section
2.15, the
representations and warranties contained in subsections
(a) and
(b) of
Section
5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses
(a) and
(b),
respectively, of Section
6.01,

             

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            and (B)
no Default exists. The Borrower shall prepay any Committed Loans outstanding on
the Increase Effective Date (and pay any additional amounts required pursuant to
Section
3.05) to the
extent necessary to keep the outstanding Committed Loans ratable with any
revised Applicable Percentages arising from any nonratable increase in the
Commitments under this Section.

             

            (f)  Conflicting
Provisions. This
Section shall supersede any provisions in Sections
2.14 or
10.01 to the
contrary.

             

            (g)  Extension of Maturity
Date. The
Borrower may no earlier than 60 days and no later than one day prior to each
anniversary of the Closing Date, by notice to the Administrative Agent, make
written request to the Lenders to extend the Maturity Date for an additional
period of one year. The Administrative Agent will give prompt notice to each of
the Lenders of its receipt of any such request for extension of the Maturity
Date. Each Lender shall make a determination (in its sole and absolute
discretion) within 30 days receipt of such notice as to whether or not it will
agree to extend the Maturity Date as requested; provided,
however, that
failure by any Lender to make a timely response to the Borrower’s request for
extension of the Maturity Date shall be deemed to constitute a refusal by such
Lender to extend the Maturity Date. The Maturity Date shall not be extended
without the consent of each Lender.

            

               

              ARTICLE III.  

              TAXES, YIELD PROTECTION AND
ILLEGALITY

               

              3.01  Taxes.

               

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

               

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

               

              (c)  Indemnification by the
Borrower. The
Borrower shall indemnify the Administrative Agent, each Lender and the L/C
Issuer, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section)
paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such 

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender or the L/C Issuer (with a
copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent
manifest error.

               

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

               

              Each
Foreign Lender shall deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

               

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

               

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

               

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

               

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

               

              (e)  Status of
Lenders. Each
Lender that is not a Foreign Lender shall, upon the request of the Borrower, or
the Administrative Agent, deliver to the Borrower and the Administrative Agent
two duly assigned and completed copies of IRS form W-9. If such Lender fails to
deliver such forms, then the Borrower or the Administrative Agent may withhold
from any payments due to such Lender an amount equivalent to the applicable
back-up withholding tax imposed by the Code and such amount shall be an Excluded
Tax.

               

              (f)  Treatment of Certain
Refunds. If the
Administrative Agent, any Lender or the L/C Issuer determines, in its reasonable
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an 

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

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

               

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

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              3.04  Increased Costs; Reserves on
Eurodollar Rate Loans. 

               

              (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 credit extended or participated in by, any Lender (except any
reserve requirement contemplated by Section
3.04(e) hereof)
or any L/C Issuer; 

               

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

               

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

               

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

               

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

               

              (c)  Certificates for
Reimbursement. A
certificate of a Lender or the L/C Issuer setting forth the amount or amounts
necessary to compensate such Lender or the L/C Issuer or its 

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

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

               

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

               

              (e)  Reserves on Eurodollar Rate
Loans. The
Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
Liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan; provided the
Borrower shall have received at least 10 days prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest shall be due and payable 10 days from receipt of such
notice.

               

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

               

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

               

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

               

              (c)  any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section
10.13;

               

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

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

               

              For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section
3.05, each
Lender shall be deemed to have funded each Eurodollar Rate Committed Loan made
by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for
such Loan by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether
or not such Eurodollar Rate Committed Loan was in fact so funded.
Notwithstanding the foregoing, the Borrower shall have no obligations pursuant
to this Section
3.05 with
regard to the assignment, reallocation, termination and/or conversion of one or
more Loans outstanding under the Existing Credit Agreement as of the
Closing Date (as referenced in Section
1.01(A)) from a
Loan under the Existing Credit Agreement to a Loan under this
Agreement.

              


              3.06  Mitigation Obligations; Replacement
of Lenders.

               

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

               

              (b)  Replacement of
Lenders. If any
Lender requests compensation under Section
3.04, 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
3.01, the
Borrower may replace such Lender in accordance with Section
10.13.

               

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

               

              
                ARTICLE IV.  

                CONDITIONS PRECEDENT TO
EFFECTIVENESS

                

                  4.01  Conditions of Effectiveness.
This
Agreement shall become effective on the date that each of the following
conditions shall have been satisfied (or waived in accordance with Section
10.01):

                   

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

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

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

                   

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

                   

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

                   

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

                   

                  (v)  a
favorable opinion of Moore & Van Allen, PLLC, counsel to the Borrower,
addressed to the Administrative Agent and each Lender, as to the matters set
forth in Exhibit H;

                   

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

                   

                  (vii)  a
certificate signed by a Responsible Officer of the Borrower certifying (A) that
the conditions specified in Sections
4.02(a) and
(b) have
been satisfied (B) that there has been no event or circumstance since the date
of the Audited Financial Statements, that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse
Effect; and (C) the current Debt Ratings; and

                   

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

                   

                  (b)  Any and
all fees required to be paid on or before the Closing Date, including but not
limited to Facility Fees and other fees, if any, due through the Closing Date
under the Existing Credit Agreement, shall have been paid.

                   

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

                   

                   

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                  incurred
by it through the closing proceedings (provided that such estimate shall not
thereafter preclude a final settling of accounts between the Borrower and the
Administrative Agent).

                   

                  (d)  The
Closing Date shall have occurred on or before June 30, 2007.

                   

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

                   

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

                   

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

                   

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

                   

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

                   

                  Each
Request for Credit Extension (other than a Committed Loan Notice requesting only
a conversion of Committed Loans to the other Type or a continuation of
Eurodollar Rate Committed Loans) submitted by the Borrower shall be deemed to be
a representation and warranty that the conditions specified in Sections
4.02(a) and
(b) have
been satisfied on and as of the date of the applicable Credit
Extension.

                  

                     

                    ARTICLE V.  

                    REPRESENTATIONS AND
WARRANTIES

                     

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

                     

                    5.01  Existence, Qualification and Power.
The
Borrower (a) is
duly organized, validly existing and in good standing under the laws of North
Carolina, (b) has all requisite 

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                     

                    power and
authority and all requisite governmental licenses, authorizations, consents and
approvals to (i) own its assets and carry on its business and (ii) execute,
deliver and perform its obligations under this Agreement, and (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, except, in each
case referred to in clause (b)(i), or (c), to the extent that failure to do so
is not reasonably likely to have a Material Adverse Effect.

                     

                    5.02  Authorization; No Contravention.
The
execution, delivery and performance by the Borrower of this Agreement, the Notes
and the other Loan Documents (i) are within Borrower’s corporate powers, (ii)
have been duly authorized by all necessary corporate action, or (iii) do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or bylaws of Borrower, or of
any agreement, judgment, injunction, order, decree or other instrument binding
upon Borrower or result in the creation or imposition of any Lien on any asset
of the Borrower or any of its Subsidiaries.

                     

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

                     

                    5.04  Binding Effect. This
Agreement has been duly executed and delivered by the Borrower. This Agreement
constitutes, a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms; provided that the
enforceability hereof is subject to general principles of equity and to
bankruptcy, insolvency and similar laws affecting the enforcement of creditors’
rights generally.

                     

                    5.05  Financial Statements; No Material
Adverse Effect. 

                     

                    (a)  The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein.

                     

                    (b)  The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated
May 4, 2007 and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii)
fairly present the financial condition of the Borrower and its Subsidiaries as
of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of
footnotes and to normal year-end audit adjustments. Schedule
5.05 sets
forth all material indebtedness and other liabilities, direct or contingent, of
the Borrower and its consolidated Subsidiaries as of the date of such financial
statements, including liabilities for taxes, material commitments and
Indebtedness.

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                     

                    (c)  Since the
date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or is
reasonably likely to have a Material Adverse Effect.

                     

                    5.06  Litigation. There are
no actions, suits or proceedings pending or, to the knowledge of the Borrower,
threatened, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries that (a)
purport to call into question the validity or enforceability of this Agreement
or any other Loan Document, or any of the transactions contemplated hereby, or
(b) either individually or in the aggregate are reasonably likely to have a
Material Adverse Effect.

                     

                    5.07  No Default. (a)
Neither the Borrower nor any Subsidiary is in default under or with respect to
any Contractual Obligations that, either individually or in the aggregate, are
reasonably likely to have a Material Adverse Effect.

                     

                    (b) No
Default has occurred and is continuing under this Agreement.

                     

                    5.08  Ownership of Property; Liens.
Each of
the Borrower and its Subsidiaries has title to and/or a leasehold interest in
its properties sufficient for the conduct of its business, and none of such
property is subject to any Lien except as permitted in Section
7.01.

                     

                    5.09  [Reserved.]

                     

                    5.10  Taxes. The
Borrower and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state
and other material taxes, assessments, fees and other governmental charges
levied or imposed upon them or their properties, income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate
proceedings and for which adequate reserves have been provided in accordance
with GAAP.

                     

                    5.11  ERISA Compliance.

                     

                    (a)  Each Plan
that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to the best
knowledge of the Borrower, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Borrower and each ERISA Affiliate have
fulfilled their obligations under the minimum funding Standards of ERISA and the
Code with respect to each Plan and are in compliance in all material respects
with the presently applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC or to a Plan under Title IV of
ERISA.

                     

                    (b)  There are
no pending or, to the best knowledge of the Borrower, threatened claims, actions
or lawsuits, or action by any Governmental Authority, with respect to any Plan
that is reasonably likely to have a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or is reasonably likely to result in a
Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate is or
within the last five years has been obligated to contribute to any Multiemployer
Plan.

                     

                     

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                     

                    (c)  (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA); and (iv) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 of ERISA.

                     

                    5.12  Margin Regulations; Investment
Company Act. 

                     

                    (a)  The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

                     

                    (b)  None of
the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is
required to be registered as an “investment company” under the Investment
Company Act of 1940.

                     

                    5.13  Disclosure. The
Borrower has disclosed to the Administrative Agent, each L/C Issuer and the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, is reasonably likely to result in a
Material Adverse Effect. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of the
Borrower to the Administrative Agent, any L/C Issuer or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement
or delivered hereunder (in each case, as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time. 

                     

                    5.14  Compliance with Laws.
Each of
the Borrower and each Subsidiary is in compliance in all material respects with
the requirements of all Laws (including Environmental Laws) and all orders,
writs, injunctions and decrees applicable to it or to its properties, except in
such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings or (b) the
failure to comply therewith, either individually or in the aggregate, is not
reasonably likely to have a Material Adverse Effect.

                     

                    5.15  Senior Debt
Designation. No
indenture or other loan documentation to which the Borrower is a party contains
a requirement that the Obligations be designated as “senior debt” in order to be
treated as such under such Indenture or other loan documentation.

                     

                    
                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                       

                      ARTICLE VI.  

                      AFFIRMATIVE
COVENANTS

                       

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

                       

                      6.01  Financial Statements.
Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

                       

                      (a)  as soon
as available, but in any event within 90 days after the end of each fiscal year
of the Borrower, a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, audited and accompanied by a report and opinion of Deloitte & Touche
or other independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any “going concern” or exception or any qualification or
exception as to the scope of such audit; and

                       

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

                       

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

                       

                      6.02  Certificates; Other Information.
Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

                       

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

                       

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                       

                      (b)  concurrently
with the delivery of the financial statements referred to in Sections
6.01(a) and
(b)
(commencing with the delivery of the financial statements for the fiscal quarter
ended August 3, 2007), a duly completed Compliance Certificate signed by a
Responsible Officer of the Borrower; 

                       

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

                       

                      (d)  promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of the Borrower or any Subsidiary thereof relating to
any default or event of default under such indenture, loan or credit or similar
agreement and not otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or any other clause of this Section 6.02; and

                       

                      (e)  promptly,
and in any event within ten Business Days after receipt thereof by the Borrower
or any Subsidiary thereof, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation (excluding routine comment letters)
by such agency regarding financial or other operational results of the Borrower
or any Subsidiary thereof; and

                       

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

                       

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


                       

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                       

                      shall
have no responsibility to monitor compliance by the Borrower with any such
request for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

                       

                      The
Borrower acknowledges that the Administrative Agent will make available to the
Lenders materials and/or information provided by or on behalf of the Borrower
hereunder (collectively, “Borrower
Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”).

                       

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

                       

                      (a)  of the
occurrence of any Default;

                       

                      (b)  of any
matter that has resulted or is reasonably likely to result in a Material Adverse
Effect, including but not limited to (i) any dispute, litigation, investigation,
or proceeding between the Borrower or any Subsidiary and any Governmental
Authority; or (ii) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary, including
pursuant to any applicable Environmental Laws;

                       

                      (c)  of the
occurrence of any ERISA Event, or if the Borrower and/or any ERISA Affiliate
commences participation in one or more Multiemployer Plans which will provide
retirement benefits to an aggregate of more than 500 employees of Borrower or
the ERISA Affiliates;

                       

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

                       

                      (e)  of any
announcement by Moody’s, S&P, or Fitch of any downgrade in a Debt
Rating.

                       

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

                       

                      6.04  Payment of Obligations.
Pay and
discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become
a Lien upon its property, except to the extent that any such claim, individually
or in the aggregate, is not reasonably likely to result in a Material Adverse
Effect; and (c) all Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness, except to the extent that any such Indebtedness, individually
or in the aggregate, is not reasonably likely to result in a Material Adverse
Effect.

                       

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                       

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

                       

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

                       

                      6.07  Maintenance of Insurance.
Maintain
insurance (including self-insurance) with respect to its properties and business
as necessary and appropriate in the good faith business judgment of the
Borrower.

                       

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

                       

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

                       

                      6.10  Inspection Rights.
Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided,
however, that
when an Event of Default exists the Administrative Agent or any Lender (or any
of their respective representatives or independent contractors) may do any of
the foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

                       

                      6.11  Use of Proceeds. Use the
proceeds of the Credit Extensions for working capital, commercial paper back-up
and general corporate purposes not in contravention of any Law or of any Loan
Document.

                      

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        ARTICLE VII.  

                        NEGATIVE
COVENANTS

                         

                        So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligations
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:

                         

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


                         

                        (a)  Liens
pursuant to any Loan Document;

                         

                        (b)  Liens
securing Indebtedness in an aggregate amount not exceeding $10
million;

                         

                        (c)  Liens
existing on any asset of a corporation at the time such corporation becomes a
Subsidiary and not created in contemplation of such event;

                         

                        (d)  Liens
securing Indebtedness incurred or assumed for the purpose of financing all or
any part of the cost of acquiring, improving or constructing an asset,
provided that
such Lien attaches to such asset, concurrently with or within twelve months
after the acquisition or completion of construction or improvement thereof and
such Indebtedness secured thereby does not exceed the cost or fair market value,
whichever is lower, of the asset so acquired, improved or
constructed;

                         

                        (e)  Liens on
an asset of a corporation existing at the time such corporation is merged or
consolidated with or into the Borrower or a Subsidiary and not created in
contemplation of such event;

                         

                        (f)  Liens
existing on an asset prior to the acquisition thereof by the Borrower or a
Subsidiary and not created in contemplation of such acquisition;

                         

                        (g)  Liens
securing Indebtedness owing by any Subsidiary to the Borrower;

                         

                        (h)  Liens
arising out of the refinancing, renewal or refunding of any Indebtedness secured
by any Lien permitted by the foregoing clauses of this Section; provided that
(i) such Indebtedness is not secured by any additional assets, and
(ii) the amount of such Indebtedness secured by any such Lien is not
increased;

                         

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

                         

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

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

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

                         

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

                         

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

                         

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

                         

                        (o)  Liens
incidental to the conduct of its business or ownership of its property that (i)
do not secure Indebtedness and (ii) do not in the aggregate materially detract
from the value of its property or materially impair the use thereof in the
operation of its business;

                         

                        (p)  Liens on
margin stock;

                         

                        (q)  any Lien
on the accounts and accounts receivable of the Borrower arising out of the
securitization of such accounts and accounts receivable or a secured borrowing
of money that requires the pledge of or a security interest on such accounts and
accounts receivable provided that: (i) such Lien encumbers only the accounts and
accounts receivable subject to the securitization, and (ii) in the case of a
secured borrowing of money any such Lien shall at all times be confined solely
to such accounts and accounts receivable that are required to secure such
borrowing; and

                         

                        (r)  Liens not
otherwise permitted by the foregoing clauses of this Section
7.01 which
secure Indebtedness, that, when aggregated with all other Indebtedness secured
by Liens permitted by clause (q) above, does not exceed 20% of Consolidated
Tangible Net Worth. 

                         

                        7.02  [Reserved.]

                         

                        7.03  Indebtedness. Create,
incur, assume or suffer to exist any Indebtedness, in each case, of a
Subsidiary, except:

                         

                        (a)  Current
accounts payable arising in the ordinary course of business;

                         

                        (b)  Indebtedness
outstanding on the date hereof and listed on Schedule
7.03 and any
refinancings, refundings, renewals or extensions thereof; provided that the
amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                         and
expenses reasonably incurred, in connection with such refinancing and by an
amount equal to any existing commitments unutilized thereunder;

                         

                        (c)  Indebtedness
of a Subsidiary owing to the Borrower or another Subsidiary;

                         

                        (d)  Guarantees
by any Subsidiary in respect of Indebtedness of the Borrower or of another
Subsidiary otherwise permitted hereunder;

                         

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

                         

                        (f)  Indebtedness
in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for fixed or capital assets within the limitations set forth in
Section
7.01(d);
and

                         

                        (g)  Other
secured or unsecured Indebtedness not otherwise permitted by the foregoing
clauses of this Section
7.03, so long
as the aggregate principal amount of such Indebtedness, when aggregated with all
other Indebtedness outstanding as permitted under clause (f) above, does not
exceed 20% of Consolidated Tangible Net Worth.

                         

                        7.04  Fundamental Changes.
Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, or discontinue or eliminate, a line of business; provided, that
the foregoing limitation on the sale, lease or other transfer of assets and on
the discontinuance or elimination of a line of business shall not prohibit, at
any time, a transfer of assets or the discontinuance or elimination of a line of
business (in a single transaction or a series of related transactions) to the
extent that any such Disposition would not cause the aggregate value of all
assets Disposed of (excluding the sale, lease or other transfer of assets
permitted under clause (c) of this Section), after the Closing Date to
constitute more than 20% of Consolidated Total Assets as set forth or reflected
on the most recent consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries, prepared in accordance with GAAP, and provided,
further, that so
long as no Default exists or would result therefrom:

                         

                        (a)  the
Borrower may merge with another Person if (i) such Person is organized under the
laws of the United States of America or one of its states, and (ii) the
Borrower is the surviving corporation;

                         

                        (b)  any
Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries; and

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        (c)  any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary.

                         

                        For
purposes of calculating under this Section
7.04, the
aggregate assets transferred by the Borrower or its Subsidiaries, such
calculation shall not include accounts receivable that have been transferred
after the Closing Date in connection with a securitization of such accounts
receivable.

                         

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

                         

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

                         

                        7.07  Ratio of Consolidated Adjusted Funded
Debt to Total Capitalization. Permit
the ratio of Consolidated Adjusted Funded Debt to Total Capitalization to exceed
0.75 to 1.00 at any time.

                         

                      

                      
                        ARTICLE VIII.  

                        EVENTS OF DEFAULT AND REMEDIES


                         

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

                         

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

                         

                        (b)  Specific
Covenants. The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section
6.03 (to the
extent that the event for which notice was not given is reasonably likely to
result in a Material Adverse Effect), 6.05(a),
6.10,
7.01,
7.03,
7.04 or
7.07;
or

                         

                        (c)  Other
Defaults. The
Borrower fails to perform or observe any other covenant or agreement (not
specified in subsection (a) or (b) above, but including Section 6.03 to the
extent that the event for which notice was not given is not reasonably likely to
result in a Material Adverse Effect) contained in any Loan Document on its part
to be performed or observed and 

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        such
failure continues for 30 days from the earlier of (i) the first day on
which the Borrower has knowledge of such failure or (ii) written notice
thereof has been given to the Borrower by the Administrative Agreement at the
request of any Lender; or

                         

                        (d)  Representations and
Warranties. Any
representation, warranty, certification or statement of fact made or deemed made
by the Borrower herein, or in any document delivered in connection herewith or
therewith shall be false, incorrect or misleading in any material respect when
made or deemed made; or

                         

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

                         

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

                         

                        (g)  Judgments. There
is entered against the Borrower or any Subsidiary (i) a final judgment or order
for the payment of money in an aggregate amount exceeding the Threshold Amount
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any one or more non-monetary final
judgments that have, or is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect and, in 

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        either
case, (A) enforcement proceedings are commenced by any creditor upon such
judgment or order, or (B) there is a period of 10 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or 

                         

                        (h)  ERISA. (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or is reasonably likely to result in liability of the Borrower
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of the Threshold Amount; or

                         

                        (i)  Change of
Control. There
occurs any Change of Control.

                         

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

                         

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

                         

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

                         

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

                         

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

                         

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

                         

                        8.03  Application of Funds.
After the
exercise of remedies provided for in Section
8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section
8.02), any
amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

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

                         

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

                         

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

                         

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

                         

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

                         

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

                         

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

                         

                      

                      

                         

                        ARTICLE IX.  

                        ADMINISTRATIVE
AGENT

                         

                        9.01  Appointment and Authority.
Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the
Borrower shall not have rights as a third party beneficiary of any of such
provisions.

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        9.02  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.

                         

                        9.03  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:

                         

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

                         

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

                         

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

                         

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

                         

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

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                         or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

                         

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

                         

                        9.05  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.

                         

                        9.06  Resignation of Administrative Agent;
L/C Issuer. Each of
the Administrative Agent and any L/C Issuer may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower so long as no Event of Default exists, 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. If no such
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if
the Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders or
the L/C Issuer under any of the Loan Documents, the retiring Administrative
Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through


                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

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

                         

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

                         

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

                         

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

                         

                        9.08  No Other Duties, Etc.
Anything
herein to the contrary notwithstanding, none of the Bookrunners, Arrangers,
Syndication Agent or Co-Documentation Agents listed on the cover 

                         

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                         

                        page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or an L/C Issuer hereunder.

                         

                        9.09  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 or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise

                         

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

                         

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

                         

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

                         

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

                        

                           

                          ARTICLE X.  

                          MISCELLANEOUS

                           

                          10.01  Amendments, Etc. No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          only in
the specific instance and for the specific purpose for which given; provided,
however, that no
such amendment, waiver or consent shall:

                           

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

                           

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

                           

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

                           

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

                           

                          (e)  change
Section
2.07,
Section
2.14 or
Section
8.03 in a
manner that would alter the pro rata sharing of commitment reductions or
payments required thereby without the written consent of each Lender; or modify
Section 2.04(a)(ii)(C) without the written consent of each of the Lenders
directly affected thereby;

                           

                          (f)  change
any provision of this Section or the definition of “Applicable Percentage,”
“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;

                           

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

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          10.02  Notices; Effectiveness; Electronic
Communication. 

                           

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

                           

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


                           

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

                           

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

                           

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

                           

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

                           

                          (c)  The
Platform. THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED
BELOW) DO NOT WARRANT THE 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          ACCURACY
OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties
(collectively, the “Agent
Parties”) have
any liability to the Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower’s or the Administrative
Agent’s transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no event shall any Agent Party have any
liability to the Borrower, any Lender, the L/C Issuer or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to
direct or actual damages).

                           

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

                           

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

                           

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

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          10.04  Expenses; Indemnity; Damage Waiver.


                           

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

                           

                          (b)  Indemnification by the
Borrower. The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and the L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable fees,
computed on an hourly basis, and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees
and time charges and disbursements for attorneys who may be employees of 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 or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the
Borrower, and regardless of whether any Indemnitee is a party thereto, in all
cases, whether or not caused by or arising, in whole or in part, out of the
comparative, contributory or sole negligence of the Indemnitee; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower against an Indemnitee for breach
in bad faith 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 subsection (a) or (b) of this Section to be paid by it to the
Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related
Party of any of the foregoing, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent), the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in such capacity. The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section
2.13(d).

                           

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

                           

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

                           

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

                           

                          10.05  Payments Set Aside.
To the
extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises any right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          the L/C
Issuer severally agrees to pay to the Administrative Agent upon demand its
applicable share (without duplication) of any amount so recovered from or repaid
by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds
Rate from time to time in effect. The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.

                           

                          10.06  Successors and Assigns.


                           

                          (a)  Successors and Assigns
Generally. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that 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 subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (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 subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this
Agreement.

                           

                          (b)  Assignments by
Lenders. Any
Lender may at any time assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swing Line Loans) at the time owing to
it); provided that


                           

                          (i)  (A) in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned, and (B) in any case not described in the
preceding clause (A), with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$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 consents (each such consent
not to be unreasonably withheld or delayed); provided,
however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining 

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                                  whether such
minimum amount has been met; and provided further that
neither the Administrative Agent's, nor the L/C Issuer’s, nor the Swing Line
Lender’s, nor the Borrower's consent shall be required
for assignment to a 

                                  Lender or an
Affiliate of a Lender or an Approved Fund.

                             

                          

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

                           

                          (iii)  any
assignment of a Commitment must be approved by the Administrative Agent, the L/C
Issuer and the Swing Line Lender unless the Person that is the proposed assignee
is itself a Lender, an Affiliate of a Lender or an Approved Fund;
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
in the amount of $3,500; provided,
however, that
the Administrative Agent may, in its sole discretion, elect to waive such
processing and recordation fee in the case of any assignment. The Eligible
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.

                           

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

                           

                          (c)  Register. The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by each of the Borrower and the L/C
Issuer and each Lender at any reasonable time and from time to time upon
reasonable prior 

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                             

                            notice. In addition, at any time that a request for a consent for a
material or substantive change to the Loan Documents is pending, any Lender
wishing to consult with other Lenders in connection therewith may request and
receive from the Administrative Agent a copy of the Register.

                          

                           

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

                           

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

                           

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

                           

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

                           

                          (g)  Electronic Execution of
Assignments. The
words “execution,” “signed,” “signature,” and words of like import in any
Assignment and Assumption shall be deemed to include electronic signatures or
the keeping of records in electronic form, each of which shall be 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          of the
same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.

                           

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

                           

                          10.07  Treatment of Certain Information;
Confidentiality. Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (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 hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrower.
Each of the Lenders agrees to use its best efforts to insure that no material
non-public 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          information
provided to it by or on behalf of the Borrower will be utilized by any of its
affiliates, agents, advisors or representatives to trade in securities of the
Borrower.

                           

                          For
purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, provided that, in
the case of information received from the Borrower or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

                           

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

                           

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

                           

                          10.10  Counterparts; Integration;
Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

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

                           

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

                           

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

                           

                          10.13  Replacement of Lenders.
If any
Lender requests compensation under Section
3.04, 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
3.01, or if
any Lender is a Defaulting Lender, 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
10.06), all of
its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided
that:

                           

                          (a)  the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
10.06(b);

                           

                          (b)  such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          under
Section
3.05) 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);

                           

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

                           

                          (d)  such
assignment does not conflict with applicable Laws.

                           

                          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.

                           

                          10.14  Governing Law; Jurisdiction; Etc.


                           

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

                           

                          (b)  SUBMISSION TO
JURISDICTION. EACH
PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS
PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH
CAROLINA SITTING IN MECKLENBURG COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE WESTERN DISTRICT OF NORTH CAROLINA, 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 NORTH CAROLINA STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER
OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

                           

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

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.

                           

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

                           

                          10.15  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.

                           

                          10.16  No Advisory or Fiduciary
Responsibility. In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the
arranging and other services regarding this Agreement provided by the
Administrative Agent and the Arrangers are arm’s-length commercial transactions
between the Borrower, on the one hand, and the Administrative Agent and the
Arrangers, on the other hand, (B) the Borrower has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers each
is and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as
an advisor, agent or fiduciary for the Borrower or any other Person and (B)
neither the Administrative Agent nor
any Arranger
has any obligation to the Borrower with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan
Documents and (iii) the Administrative Agent and the Arrangers and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Borrower, and neither the
Administrative Agent nor any Arranger has any obligation to disclose any of such
interests to the Borrower. To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against the
Administrative Agent and the Arrangers with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby. 

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                           

                          10.17  USA PATRIOT Act Notice. Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.

                           

                          10.18  No Lenders Will Be “Public-Side”
Lenders. The
Borrower acknowledges and the Administrative Agent, the Arrangers and the
Lenders agree that none of the Lenders will be “public-side” Lenders (i.e.
Lenders that do not wish to receive material non-public information with respect
to the Borrower or its securities) (each, a “Public
Lender”). The
Borrower, the Administrative Agent, the Arrangers and the Lenders hereby agree
that (x) all Borrower Materials shall be treated as private and may contain
material non-public information with respect to the Borrower or its securities
for purposes of United States federal and state securities laws; and (y) the
Administrative Agent and the Arrangers shall treat all Borrower Materials as
being suitable only for posting on a portion of the Platform not designated
“Public Lender” or “Public Investor”. Notwithstanding the foregoing, the
Borrower shall be under no obligation to mark any Borrower Materials
“PUBLIC”.

                           

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                             

                          



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

                           

                           

                                                                                                                        
 LOWE’S COMPANIES, INC.

                           

                          
                            
                                                                                                                             
By:
___________________________

                               

                            

                          

                                                                                                                                                                                                                        
 Name: James
A. Cook III

                                                                                                                     
    Title: Vice President and Treasurer

                           

                          
                            
                              
                              

                            

                            
                              
                              

                              
                                

                              

                            

                            
                              
                              

                            

                            
 

                            
                              	BANK OF AMERICA, N.A.,
      as
      Administrative
      Agent

                                       

                                      By: _______________________________

                                       

                                      Name:
      _____________________________

                                       

                                      Title:
      ______________________________

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

                                       

                                      
                                        By: _______________________________

                                         

                                        Name:
      _____________________________

                                         

                                        Title:
      ______________________________

                                         

                                         

                                      

                                    
	
                                      WACHOVIA BANK, NATIONAL
      ASSOCIATION, as
      a Lender, L/C Issuer and as Syndication Agent

                                       

                                      
                                        By: _______________________________

                                         

                                        Name:
      _____________________________

                                         

                                        Title:
      ______________________________

                                         

                                      

                                    	 	
                                      JPMORGAN CHASE BANK, N.A.
      (as
      successor in interest to Bank One, NA), as
      a Lender and as a Documentation Agent

                                       

                                      
                                        By: _______________________________

                                         

                                        Name:
      _____________________________

                                         

                                        Title:
      ______________________________  

                                         

                                         

                                      

                                    
	SUNTRUST BANK,
      as
      a Lender and as a Documentation Agent

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	
                                      US BANK, NATIONAL ASSOCIATION,
      as
      a Lender and as a Documentation Agent

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                           

                                           

                                        

                                      

                                    
	MERRILL LYNCH BANK USA,
      as
      a Lender and as a Documentation Agent

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                           

                                           

                                        

                                      

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

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    
	BNP PARIBAS,
      as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                       

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	NATIONAL CITY BANK,
      as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    


                            

                             

                             

                            
                              
                                
                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                               

                               

                            

                            
                              	BRANCH BANKING & TRUST
      COMPANY, as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	BMO CAPITAL MARKETS FINANCING,
      INC., as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________ 

                                           

                                           

                                        

                                      

                                    
	
                                      THE BANK OF NEW YORK,
      as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	
                                      BARCLAYS BANK PLC,
      as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                           

                                           

                                        

                                      

                                    
	REGIONS BANK,
      as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	
                                      WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                           

                                           

                                        

                                      

                                    
	
                                      FIFTH THIRD BANK,
      as
      a Lender


                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    	 	
                                      HSBC BANK USA, NATIONAL
      ASSOCIATION, as
      a Lender 

                                       

                                      
                                        
                                          By: _______________________________

                                           

                                          Name:
      _____________________________

                                           

                                          Title:
      ______________________________

                                        

                                      

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    SCHEDULE
2.01

    COMMITMENTS

    AND
APPLICABLE PERCENTAGES

     

    
      
        	
                Lender

              	
                Commitment

              	
                Applicable

                Percentage

              
	
                Bank
      of America, N.A.

              	
                $   200,000,000

              	
                  11.428571428%

              
	
                Wachovia
      Bank, National Association

              	
                $   200,000,000

              	
                11.428571428%

              
	
                JPMorgan
      Chase Bank, N.A. (as successor in interest to Bank One,
NA)

              	
                $   145,000,000

              	
                8.285714286%

              
	
                SunTrust
      Bank

              	
                $   145,000,000

              	
                8.285714286%

              
	
                U.S.
      Bank National Association

              	
                $   145,000,000

              	
                8.285714286%

              
	
                Merrill
      Lynch Bank USA

              	
                $   145,000,000

              	
                8.285714286%

              
	
                Union
      Bank of California, N.A.

              	
                $     70,000,000

              	
                4.000000000%

              
	
                BNP
      Paribas

              	
                $     70,000,000

              	
                4.000000000%

              
	
                National
      City Bank

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Branch
      Banking & Trust Company

              	
                $     70,000,000

              	
                4.000000000%

              
	
                BMO
      Capital Markets Financing, Inc.

              	
                $     70,000,000

              	
                4.000000000%

              
	
                The
      Bank of New York

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Barclays
      Bank Plc

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Regions
      Bank

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Wells
      Fargo Bank, National Association

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Fifth
      Third Bank

              	
                $     70,000,000

              	
                4.000000000%

              
	
                HSBC
      Bank USA, National Association

              	
                $     70,000,000

              	
                4.000000000%

              
	
                Total

              	
                $1,750,000,000

              	
                100.000000000%

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    

      SCHEDULE
5.05

      


      INDEBTEDNESS


      
        	
                ($
      in Millions)

              
	 
      	 
      
	 
      	
                Balance
      as of 5/4/07

              
	
                Material
      Indebtedness

              	 
      
	
                Long-term
      debt:

              	 
      
	
                Notes
      and debentures

              	
                 $        3,982

              
	
                Capital
      leases and other

              	
                             393

              
	
                Mortgage
      notes

              	
                               20

              
	
                Promissory
      Notes

              	
                                 3

              
	
                Total
      long-term debt including current portion

              	
                          4,398

              
	 
      	 
      
	
                Direct
      or contingent obligations arising under standby

              	
                             308

              
	
                letters
      of credit and similar transactions

              	 
      
	 
      	 
      
	
                Other
      Liabilities

              	 
      
	
                Accounts
      payable

              	
                          5,211

              
	
                Accrued
      salaries and wages

              	
                             377

              
	
                Self-insurance
      liabilities

              	
                             661

              
	
                Deferred
      revenue

              	
                             851

              
	
                Other
      current liabilities

              	
                          1,429

              
	
                Deferred
      income taxes

              	
                             657

              
	
                Other
      long-term liabilities

              	
                             659

              
	
                Total
      other liabilities

              	
                          9,845

              
	 
      	 
      
	
                Operating
      lease obligations

              	
                          5,527

              
	
                Purchase
      obligations

              	
                          2,307

              
	 
      	 
      
	
                Total
      Indebtedness and Liabilities

              	
                         22,385

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


       

      SCHEDULE
7.03

       

      EXISTING
SUBSIDIARY INDEBTEDNESS



      
        	
                ($
      in Thousands)

              
	 
      	 
      	 
      	 
      
	
                Type
      of Debt

              	
                Location

              	
                Subsidiary

              	
                Balance
      as of 5/4/07

              
	 
      	 
      	 
      	 
      
	
                Promissory
      Note

              	
                Charlotte,
      NC

              	
                Southborough,
      LLC

              	
                 $           2,535

              
	
                Mortgage
      Note

              	
                Louisville,
      CO

              	
                Lowe's
      HIW, Inc

              	
                                 307

              
	
                Mortgage
      Note

              	
                Orem,
      UT

              	
                Lowe's
      HIW, Inc

              	
                                 400

              
	
                Mortgage
      Note

              	
                Tacoma,
      WA

              	
                Lowe's
      HIW, Inc

              	
                                 550

              
	
                Mortgage
      Note

              	
                Anchorage,
      AK

              	
                Anchorage
      Eagle, LLC

              	
                            10,192

              
	
                Mortgage
      Note

              	
                Panama
      City, FL

              	
                Lowe's
      Home Centers, Inc

              	
                              2,061

              
	
                Mortgage
      Note

              	
                Richmond,
      IN

              	
                Richmond
      Indiana, LLC

              	
                              1,117

              
	
                Mortgage
      Note

              	
                Sanford,
      NC

              	
                Lowe's
      Home Centers, Inc

              	
                              5,186

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                 $          22,348

              
	 
      	 
      	 
      	 
      


      

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      SCHEDULE
10.02

       

      ADMINISTRATIVE
AGENT’S OFFICE;

      CERTAIN
ADDRESSES FOR NOTICES

       

       

      BORROWER

       

      LOWE’S
COMPANIES, INC.

      1000
Lowe’s Boulevard, 2ETR

      Mooresville,
NC   28117

      Attention:                      Ben
Adams, Assistant Treasurer

      Telephone:                      704.758.2317

      Telecopier:                      704.757.0640

      Electronic
Mail:  ben.s.adams@lowes.com

      Website
Address:  www.lowes.com



      ADMINISTRATIVE
AGENT

      


      BANK
OF AMERICA, N.A.

      


      Administrative Agent’s
Office

      (for
payments and Requests for Credit Extensions):

      2001
Clayton Road

      Mail
Code: CA4-702-02-25

      Concord,
CA  94520

      Attention:                      Glenis
Croucher, Assistant Vice President

      Telephone:                      925-675-8382

      Facsimile:                      888-969-3315

      E-Mail:  glenis.croucher@bankofamerica.com

      


      Wiring
Instructions

      Bank of
America, N.A.

      ABA
No.:  026009593

      Account
No.:  3750836479

      Reference:  Lowe’s
Companies, Inc.

      


      Other Notices as
Administrative Agent:

      335
Madison Avenue

      Mail
Code:  NY1-503-04-03

      New York,
NY  10017

      Attention:                      Steven
Gazzillo, Vice President

      Telephone
:                      212-503-8328

      Facsimile:                      212-901-7842

      Electronic
Mail:  steven.gazzillo@bankofamerica.com

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      L/C
ISSUER

      


      BANK
OF AMERICA, N.A.

      Trade
Operations-Los Angeles #22621

      1000 W.
Temple Street

      Mail
Code:  CA9-705-07-05

      Los
Angeles, CA 90012-1514

      Attention:                        Stella
Rosales, Assistant Vice President

      Telephone:                      213.481.7828

      Facsimile:                      213.580.8441

      Electronic
Mail:  stella.rosales@bankofamerica.com

      


      Wachovia
Bank, National Association

      Letter of
Credit Department

      401
Linden Street, NC 6032

      Winston
Salem, NC  27101

      Attention:                        Kristen
Hill

      Telephone:                      336.735.3261

      Facsimile:                      336.735.0950

      Electronic
Mail:  michael.quinn@wachovia.com

      


      SWING LINE
LENDER:

      


      BANK
OF AMERICA, N.A.

      2001
Clayton Road

      Mail
Code: CA4-702-02-25

      Concord,
CA  94520

      Attention:                      Glenis
Croucher, Assistant Vice President

      Telephone:                      925-675-8382

      Facsimile:                      888-969-3315

      E-Mail:  glenis.croucher@bankofamerica.com

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


       

      EXHIBIT
A

       

      FORM
OF COMMITTED LOAN NOTICE

       

      Date:  ___________,
_____

       

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

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June
15, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Lowe’s Companies,
Inc. a North Carolina corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      The
undersigned hereby requests (select one):

       

       ̈  A Borrowing
of Committed
Loans                                                                 ̈  A conversion
or continuation of Loans

       

      1.           On
____________________ (a Business Day).

       

      2.           In
the amount of $____________________.

       

      3.           Comprised
of ______________________________.

       
        [Type of Committed
Loan requested]

       

      4.           For
Eurodollar Rate Loans:  with an Interest Period
of months.

       

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

       

       

                   LOWE’S COMPANIES,
INC.

       

       

                   By:    ___________________________                                                                         

       

                   Name:   ___________________________                                                                            

       

                   Title:       
 ___________________________                                                                          


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B-1

       

      FORM
OF BID REQUEST

       

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

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June
15, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Lowe’s Companies,
Inc. a North Carolina corporation (the “Borrower”), the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      The
Lenders are invited to make Bid Loans:

       

      1.           On  _____
(a Business Day).

       

      2.           In
an aggregate amount not exceeding $ (with any sublimits set forth
below).

       

      3.           Comprised
of (select one):

       

      
        	
                 ̈Bid Loans based on
      an Absolute Rate

              	 
      	
                 ̈Bid Loans based on
      Eurodollar Base Rate

              


      

      


      
        	
                Bid
      Loan No.

              	
                Interest
      Period requested

              	 	
                Maximum
      principal amount requested

              
	1	
                _______days/mos

              	 	
                $_______________

              
	2	
                _______days/mos

              	 	
                $_______________

              
	3	
                _______days/mos

              	 	
                $_______________

              


      

      


       

      The Bid
Borrowing requested herein complies with the requirements of the proviso to the
first sentence of Section 2.03(a) of
the Agreement.

       

      The
Borrower authorizes the Administrative Agent to deliver this Bid Request to the
Lenders.  Responses by the Lenders must be in substantially the form
of Exhibit B-2
to the Agreement and must be received by the Administrative Agent by the time
specified in Section
2.03 of the Agreement for submitting Competitive Bids.

       

       

                   LOWE’S COMPANIES,
INC.

       

      By:    ________________________

       

      Name:   ________________________

       

      Title:    _______________________                                                                  


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      EXHIBIT
B-2

      FORM
OF COMPETITIVE BID

       

      _______________,
______

       

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

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June
15, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Lowe’s Companies,
Inc. a North Carolina corporation (the “Borrower”), the
Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      In
response to the Bid Request dated, ____, the undersigned offers to make the
following Bid Loan(s):

       

      
        	
                 
      

              	
                1.

              	
                Borrowing
      date____________________ (a Business
Day).

              


      

       

      
        	
                 
      

              	
                2.

              	
                In
      an aggregate amount not exceeding $_______________ (with any sublimits set
      forth below).

              


      

       

      
        	
                 
      

              	
                3.

              	
                Comprised
      of:

              


      

      


      
        	
                Bid
      Loan No.

              	 	
                Interest
      Period offered

              	
                Bid
      Maximum

              	
                Absolute
      Rate

                Bid or Eurodollar Margin
      Bid*

              
	1	 	
                _______
      days/mos

              	
                $__________

              	
                (-
      +)  _______%

              
	2	 	
                _______
      days/mos

              	
                $__________

              	
                (-
      +)  _______%

              
	3	 	
                _______
      days/mos

              	
                $__________

              	
                (-
      +)  _______%

              


      

      


       

      Contact
Person:  ____________________________ Telephone:
____________________

       

       

                         [LENDER]

       

      By:    __________________________

       

      Name:    ________________________

       

      Title:    _________________________

                                                         

      ***************************************************************************************************************************************

      ________________________________

       

             *  
Expressed in multiples of 1/100th of a basis point

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      THIS
SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS
CONTAINED IN THIS COMPETITIVE BID:

       

      The
offers made above are hereby accepted in the amounts set forth
below:

      


      
        	
                Bid
      Loan No.

              	
                Principal
      Amount Accepted

              
	 
      	
                $

              
	 
      	
                $

              
	 
      	
                $

              


      

      


       

       

      LOWE’S
COMPANIES, INC.

       

       

      By:     _______________________________________________                                                                          

       

      Name:       _______________________________________________                                                                   

       

      Title:         _______________________________________________                                                                 

       

      Date:         _______________________________________________                                                                 

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



      EXHIBIT
C

       

      FORM
OF SWING LINE LOAN NOTICE

       

      Date:  ___________,
_____

       

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

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

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June
15, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Lowe’s Companies,
Inc. a North Carolina corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      The
undersigned hereby requests a Swing Line Loan:

       

      1.           On
____________________ (a Business Day).

       

      2.           In
the amount of $_______________.

       

      The Swing
Line Borrowing requested herein complies with the requirements of the provisos
to the first sentence of Section 2.05(a) of
the Agreement.

       

       

      LOWE’S
COMPANIES, INC.

       

       

      By:         ___________________________________________                                                                  

       

      Name:    ___________________________________________                                                                       

       

      Title:      ___________________________________________                                                                     

       

       
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      FORM
OF NOTE

       

      ____________________

       

      FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Amended and Restated Credit Agreement, dated as of
June 15, 2007 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among the Borrower, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      The
Borrower promises to pay interest on the unpaid principal amount of each Loan
from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement.  Except
as otherwise provided in Section 2.05(f) of
the Agreement with respect to Swing Line Loans, all payments of principal
and interest shall be made to the Administrative Agent for the account of the
Lender in Dollars in immediately available funds at the Administrative Agent’s
Office.  If any amount is not paid in full when due hereunder, such
unpaid amount shall bear interest, to be paid upon demand, from the due date
thereof until the date of actual payment (and before as well as after judgment)
computed at the per annum rate set forth in the Agreement.

       

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

       

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

       

       

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

       

       

      LOWE’S
COMPANIES, INC.

       

       

      By:         _________________________________                                                                  

       

      Name:    _________________________________                                                                       

       

      Title:      _________________________________                                                                     


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LOANS
AND PAYMENTS WITH RESPECT THERETO



      
        	
                Date

              	
                Type
      of Loan Made

              	
                Amount
      of Loan Made

              	
                End
      of Interest Period

              	
                Amount
      of Principal or Interest Paid This Date

              	
                Outstanding
      Principal Balance This Date

              	
                Notation
      Made By

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      EXHIBIT
E

       

      FORM
OF COMPLIANCE CERTIFICATE

       

      Financial
Statement Date: _______________, _______

       

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

       

      Ladies
and Gentlemen:

       

      Reference
is made to that certain Amended and Restated Credit Agreement, dated as of June
15, 2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Lowe’s Companies,
Inc. a North Carolina corporation (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

       

      The
undersigned Responsible Officer hereby certifies as of the date hereof that
he/she is the _____________________________________________ of the Borrower, and
that, as such, he/she is authorized to execute and deliver this Certificate to
the Administrative Agent on the behalf of the Borrower, and that:

       

      [Use
following paragraph 1 for fiscal year-end financial
statements]

       

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

       

      [Use
following paragraph 1 for fiscal quarter-end financial
statements]

       

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

       

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

       

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

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      [select
one:]

       

      [to
the best knowledge of the undersigned during such fiscal period, the Borrower
performed and observed each covenant and condition of the Loan Documents
applicable to it, and no Default has occurred and is continuing.]

       

      --or--

       

      [to
the best knowledge of the undersigned during such fiscal period, the following
covenants or conditions have not been performed or observed and the following is
a list of each such Default and its nature and status:]

       

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

       

      5.           [Since
the date of the most recently delivered Compliance Certificate, there have been
no changes in GAAP that affect the computation of any financial ratio or
requirement contained in the Agreement.]  [Since the date of the most
recently delivered Compliance Certificate, there have occurred the following
changes in GAAP, which affect the computation of a financial ratio or
requirement of the Agreement in the following
manner:  _______________________________.]

       

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

       

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

       

       

      LOWE’S
COMPANIES, INC.

       

       

      By:            ________________________________                                                               

       

      Name:       ________________________________                                                                    

       

      Title:         ________________________________                                                                 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      For the
Quarter/Year ended ___________________(“Statement
Date”)

       

      SCHEDULE
2

       

      to the
Compliance Certificate

       

      ($ in
000’s)

       

      


       

       

      
        	
                I.

              	
                Section
      7.01 – Liens

              


      

      
        	
                 
      

              	
                1.

              	
                Total
      outstanding principal amount of Indebtedness secured by Liens permitted
      under Section
      7.01(r)

              	
                $__________

              


      

      


      
        	
                 
      

              	
                2.

              	
                Total
      outstanding principal amount of obligations secured by Liens permitted
      under Section
      7.01(q)

              	
                $__________

              


      

      


      
        	
                 
      

              	
                3.

              	
                Sum
      of lines 1. and 2. 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                4.

              	
                20%
      of Consolidated Tangible Net Worth 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                Required:

              	
                Line
      3 must not exceed Line 4.

              


      

       

      
        	
                II.

              	
                Section
      7.03 – Subsidiary Indebtedness

              


      

      
        	
                 
      

              	
                1.

              	
                Total
      Outstanding principal amount of Indebtedness of Subsidiaries                   
      $__________

              


      

      


      
        	
                 
      

              	
                2.

              	
                20%
      of Consolidated Tangible Net Worth 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                Required:

              	
                Total
      Subsidiary Indebtedness may not exceed 20% of Consolidated Tangible Net
      Worth

              


      

       

      
        	
                III.

              	
                7.04
      – Dispositions

              


      

       

      
        	
                 
      

              	
                1.

              	
                Value
      of assets Disposed of since Closing Date 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                2.

              	
                20%
      of Consolidated Total Assets reflected on 

              	
                $__________

              


      

      
        	
                 
      

              	
                most
      recent consolidated balance sheet

              


      

      


      
        	
                 
      

              	
                Required:

              	
                Total
      Dispositions since Closing Date may not exceed 20% of Consolidated Total
      Assets

              


      

       

      
        	
                IV.

              	
                Section
      7.07 – Consolidated Adjusted Funded Debt to Total
      Capitalization

              


      

      


       

      
        	
                 
      

              	
                1.

              	
                Consolidated
      Funded Debt as of Statement Date 

              	
                $__________

              


      

      


       

      
        	
                 
      

              	
                2.

              	
                Future
      Minimum Rental Payments as of
Statement

              


      

      
        	
                         
         
      Date

              	
                $__________

              


      

      


      
        	
                 
      

              	
                3.

              	
                Debt
      Equivalent of Operating Leases as of Statement
  Date

              


      

      
        	
                 
      

              	
                (Present
      value of Future Minimum Rental
Payments

              


      

      
        	
                 
      

              	
                calculated
      at discount rate of 10%)                                $__________

              


      

      


      
        	
                 
      

              	
                4.

              	
                Consolidated
      Adjusted Funded Debt as of Statement
Date

              


      

      
        	
                 
      

              	
                (sum
      of lines 1. and 3.)                                    $__________

              


      

      


      
        	
                 
      

              	
                5.

              	
                Shareholders’
      Equity as of Statement Date 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                6.

              	
                Total
      Capitalization (sum of lines 4. and 5.) 

              	
                $__________

              


      

      


      
        	
                 
      

              	
                7.

              	
                Consolidated
      Adjusted Funded Debt/Total
Capitalization

              


      

      
        	
                 
      

              	
                (line
      4. divided by line 6.)____ to 1.00

              


      

      


      
        	
                 
      

              	
                Required:  Not
      greater than 0.75 to 1.00

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
F

       

      ASSIGNMENT
AND ASSUMPTION

       

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

       

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

       

      
        	
                1.

              	
                Assignor:

              	
                ______________________________

              


      

       

      
        	
                2.
      

              	
                Assignee:

              	
                ______________________________
      [and is an Affiliate/Approved Fund of [identify
      Lender]  1]

              


      

       

      
        	
                3.

              	
                Borrower(s):

              	
                Lowe's
      Companies, Inc.

              


      

       

      
        	
                4. 
      

              	
                Administrative
      Agent: Bank of America, N.A., as the administrative agent under the Credit
      Agreement

              


      

       

       

       

      ______________________________________

       

          1  Select
as applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                Credit
      Agreement:

              	
                The
      Amended and Restated Credit Agreement dated as of June 15, 2007, among
      Lowe’s Companies, Inc., the Lenders from time to time party thereto, and
      Bank of America, N.A., as Administrative Agent, L/C Issuer, and Swing Line
      Lender

              


      

       

      
        	
                6.

              	
                Assigned
      Interest:  2

              


      

      


      
        	
                Facility Assigned 3

              	
                Aggregate

                Amount
      of Commitment/Loans

                for all Lenders*

              	
                Amount
      of Commitment/Loans

                Assigned*

              	
                Percentage

                Assigned
      of Commitment/Loans 4

              	
                CUSIP Number

              
	
                _____________

              	
                $________________

              	
                $________________

              	
                ______________%

              	 
      
	
                _____________

              	
                $________________

              	
                $________________

              	
                ______________%

              	 
      
	
                _____________

              	
                $________________

              	
                $________________

              	
                ______________%

              	 
      


      

      


      
        	
                [7.

              	
                Trade
      Date:

              	
                __________________]  5

              


      

      


      Effective
Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

       

      The terms
set forth in this Assignment and Assumption are hereby agreed to:

       

       

      ASSIGNOR

       

      [NAME OF
ASSIGNOR]

       

       

      By:        ______________________________________________                                                                   

      Title:  

       

       

       

       

      ___________________________

       

      
        
          2  The
reference to “Loans” in the table should be used only if the Credit Agreement
provides for Term Loans.

          
 

        

        
          3  Fill
in the appropriate terminology for the types of facilities under the Credit
Agreement that are being assigned under this Assignment (e.g. “Revolving Credit
Commitment”, “Term Loan Commitment”, etc.).

           

          
                 *  Amount
to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective
Date.

          

        

          
          4  Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

        

          
          5  To
be completed if the Assignor and the Assignee intend that the minimum assignment
amount is to be determined as of the Trade Date.



      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ASSIGNEE

       

      [NAME OF
ASSIGNEE]

       

       

      By:      
_______________________________________________                                                                      

      Title:

      


       

       

      [Consented
to and]  6 Accepted:

       

      BANK OF
AMERICA, N.A., as

        Administrative
Agent

       

       

      By:
_________________________________

      Title:

       

      [Consented
to:]

       

       

      LOWE’S
COMPANIES, INC.7

       

       

      By:
_________________________________

      Title: 
_______________________________

        
         

        
 

        ________________________

      

      
        
 

      

      
        6  To
be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.

        
 

      

      
        7  To
be added only if the consent of the Borrower and/or other parties (e.g. Swing
Line Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      ANNEX
1 TO ASSIGNMENT AND ASSUMPTION

       

      STANDARD
TERMS AND CONDITIONS FOR

       

      ASSIGNMENT
AND ASSUMPTION

       

      1.           Representations and
Warranties.

       

      1.1.        Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

       

      1.2.        Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof,
as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

       

      2.           Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        excluding the Effective Date and to the Assignee
for amounts which have accrued from and after the Effective Date.

      

       

      3.           General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of North
Carolina.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
G

       

      OPINION
MATTERS

       

      
        	
                 
      

              	
                See
      attached.

              


      

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

                                                                                                               

       

       

      June 15,
2007

       

       

      To Those
on the attached Distribution List

       

      
        	
                Re:   Financing
      Transaction in favor of Lowe’s Companies,
Inc.

              


      

       

      


       

      Ladies
and Gentlemen:

       

      We have acted as counsel to Lowe’s
Companies, Inc., a North Carolina corporation (the “Borrower”), in connection
with that certain Amended and Restated Credit Agreement dated as of
June 15, 2007 (the “Credit Agreement”) among the Borrower, the various
financial institutions party thereto as lenders, Bank of America, N.A., as
administrative agent, letter of credit issuer and swing line lender and Wachovia
Bank, National Association, as letter of credit issuer and syndication agent,
and the transactions and other documents described therein.  This
opinion letter is delivered to you at the Borrower’s request under
Section 4.01 of the Credit Agreement.  All capitalized terms used
in this opinion letter that are not defined herein have the meanings given to
them in the Credit Agreement.

       

      In connection with this opinion, we
have reviewed originals or copies, certified or otherwise identified to our
satisfaction, of the Credit Agreement and the Fee Letter (collectively, the
“Loan Documents”).

       

      We have examined the originals, or
copies certified or otherwise identified to our satisfaction, of such other
records of the Borrower, certificates of public officials, officers of the
Borrower and other persons, and agreements, instruments and other documents, and
have made such other investigation, as we have deemed necessary as a basis for
the opinions expressed below.  As to various questions of fact
material to our opinion, we have relied upon, and assumed without independent
investigation the accuracy of, the representations made by the parties to the
Loan Documents (other than those which are expressed as our
opinions).

       

      In
rendering the opinions expressed herein, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as conformed
or photostatic copies and the authenticity of the originals of such copies. For
the purposes of the opinions hereinafter expressed, we have further assumed (i)
the legal capacity of all natural persons executing any Loan Document; (ii)
that, for purposes of our enforceability opinion set forth herein, there is no
oral or written statement or agreement, course of performance, course of dealing
or usage of trade that modifies, amends or varies any of the terms of any Loan
Document; (iii) that as to factual matters any certificate, representation or
other document upon which we have relied and which was given or 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      dated
earlier than the date of this letter, continues to remain accurate, insofar as
relevant to the opinions contained herein, from such earlier date through and
including the date hereof; (iv) that, for purposes of our enforceability
opinion set forth herein, there has been no mutual mistake of fact, or
misrepresentation, fraud or deceit in connection with the execution, delivery,
performance under, or transactions contemplated by, the Loan Documents; (v) due
authorization, execution and delivery of the Loan Documents by all parties
thereto other than the Borrower, and that each such document is valid, binding
and enforceable against all parties thereto other than the Borrower; (vi) that
each of the parties to the Loan Documents other than the Borrower has the power
and authority to execute and deliver the Loan Documents to which it is party,
and to perform its obligations thereunder; (vii) that the execution and delivery
by the Borrower of the Loan Documents and the performance by the Borrower of its
obligations thereunder will not violate any of the terms, conditions or
provisions of any law or regulation (other than any law or regulation of the
State of North Carolina or federal law or regulation of the United States),
order, writ, injunction or decree of any governmental authority; and (viii) that
if any party to any Loan Document other than the Borrower seeks to enforce its
rights thereunder, such enforcement shall occur only under circumstances which
are consistent with applicable law and provisions of the relevant Loan
Document.

       

      The opinions set forth herein are
limited to matters governed by the laws of North Carolina and the federal laws
of the United States, and no opinion is expressed herein as to the laws of any
other jurisdiction. We express no opinion concerning any matter respecting or
affected by any laws other than laws that a lawyer admitted to practice law in
North Carolina exercising customary professional diligence would reasonably
recognize as being directly applicable to the Borrower or the transactions
contemplated in the Loan Documents.  Without limiting the generality
of the foregoing, we express no opinion concerning the following legal issues or
the application of any such laws or regulations to the matters on which our
opinions are referenced:

       

             (i)          federal
and state securities laws and regulations;

             (ii)         pension
and employee benefit laws and regulations;

             (iii)        federal
and state antitrust and unfair competition laws and regulations, including
without limitation the Hart-Scott-Rodino Antitrust Improvements Act of
1976;

             (iv)        federal
and state laws and regulations concerning document filing requirements and
notice other than Chapter 55 of the North Carolina General
Statutes;

             (v)         compliance
with fiduciary duty requirements;

             (vi)        the
statutes, administrative decisions, and rules and regulations of county,
municipal and special political subdivisions, whether state-level, regional or
otherwise;

             (vii)       fraudulent
transfer laws;

             (viii)      federal
and state environmental laws and regulations;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
       (ix)        federal
and state tax laws and regulations;

      

             (x)         federal
and state land use and subdivision laws and regulations;

             (xi)        federal
patent, copyright and trademark, state trademark, and other federal and state
intellectual property laws and regulations;

             (xii)       federal
and state laws, regulations and policies concerning national and local
emergency;

             (xiii)      state
and federal regulatory laws or regulations specifically applicable to any entity
solely because of the business in which it is engaged;

             (xiv)      federal
and state laws and regulations concerning the condition of title to any
property, the priority of any lien or security interest or the perfection of a
lien or security interest in any property; or

             (xv)       laws,
rules and regulations relating to money laundering and terrorist groups
(including any requirements imposed under the USA PATRIOT Act of 2001, as
amended).

       

      Based
upon the assumptions set forth above and subject to the limitations and
qualifications set forth herein, we are of the opinion that:

       

      1.           Based
solely on a certificate of existence issued by the Secretary of State of the
State of North Carolina dated June 5, 2007, the Borrower is a corporation
existing under the laws of the State of North Carolina.

       

      2.           Based
solely on a certificate of account status issued by the Texas Comptroller of
Public Accounts dated June 7, 2007, the Borrower is in good standing with
the Texas Comptroller of Public Accounts having no franchise tax reports or
payments due as of the date of issuance of the above referenced
certificate.

       

      3.           The
Borrower (a) has the corporate power to execute, deliver, and perform its
obligations under the Loan Documents, (b) has taken all corporate action
necessary to authorize the execution, delivery and performance of the Loan
Documents, and (c) has duly executed and delivered the Loan
Documents.

       

      4.           The
Loan Documents are the legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective
terms.

       

      5.           No
governmental approvals, governmental filings or other governmental actions are
required for the execution and delivery of the Loan Documents on behalf of the
Borrower or the payment and performance of the Borrower’s obligations under the
Loan Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.           The
execution and delivery of the Loan Documents and the payment and performance of
the Borrower’s obligations under the Loan Documents do not (i) violate the
articles of incorporation or bylaws of the Borrower, (ii) violate any North
Carolina statute, rule or regulation or any federal law or regulation, in each
case applicable to the Borrower, (iii) violate any order, writ, judgment, award,
injunction or decree identified to us in the Officer’s Certificate (as defined
below) or (iv) constitute a default under any agreement or other document listed
on Schedule 1,except
in each case in the foregoing subsections (i) through (iv) for such violations,
defaults or liens that would not individually or in the aggregate have a
Material Adverse Effect.

       

      7.           Based
on the factual certifications in the officer’s certificate attached as Schedule 2 (the
“Officer’s Certificate”) delivered to our firm in connection with this letter
and the representations and warranties in the Loan Documents, none of the
Borrower, any Person Controlling the Borrower or any Subsidiary of the Borrower
is an “investment company” within the meaning of the Investment Company Act of
1940, as amended.

       

      The
opinion set forth in paragraph 4 is subject to the following
qualifications:

       

      (a)         enforceability
may be limited by any applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or similar laws affecting the enforcement of
creditors’ rights generally;

       

      (b)        
enforcement of the Loan Documents is subject both to general principles of
equity and to considerations of public policy, including the requirement that
the parties thereto act with commercial reasonableness and in good faith to the
extent required by applicable law, the application of which may deny certain
rights and may be applied by a court of proper jurisdiction, regardless of
whether such enforceability is considered in a proceeding in equity or at
law.  For purposes of this paragraph, the terms “general principles of
equity”
and “considerations of public policy” may include, but are not limited to,
issues related to the right to or obligation of the appointment of a receiver in
certain circumstances; the ability of an entity to appoint an attorney-in-fact;
fiduciary obligations of attorneys-in-fact; the enforceability of usury savings
clauses; waiver of procedural, substantive, or constitutional rights;
disclaimers or limitations of liability; waiver of defenses; waiver of
acceleration rights through historical acceptance of late payments; the exercise
of self-help or other remedies without judicial process; accounting for rent or
sale proceeds; requirements of mitigation of damages; and enforcement of default
interest provisions;

       

      (c)         the
enforceability and availability of certain remedies, rights and waiver
provisions may be limited or rendered ineffective by applicable law, although
the inclusion of such provisions does not affect the validity of any Loan
Document as a whole, and subject to the other exceptions noted herein, there
exist legally adequate remedies for the realization of the principal benefits
afforded thereby;

       

      (d)         we
call to your attention that N.C. Gen. Stat. § 6-21.2 sets forth the
procedures and limitations applicable to the collection of attorneys’ fees and
accordingly, any provision in the Loan 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        Documents relating to the ability to collect
attorneys’ fees upon default are subject to those
limitations;

      

       

              (e)         we
express no opinion as to the right to obtain a receiver, which determination is
subject to equitable principles;

       

      (f)          we
express no opinion with respect to any provision of the Loan Documents providing
that the acceptance by any Lender of a past due installment or other performance
by a party shall not be deemed a waiver of its right to accelerate the loan or
other payment obligation.  A North Carolina Court of Appeals has held
that when the holder of a promissory note regularly accepted late payments, such
holder is deemed to have waived its right to accelerate the debt because of late
payments until it notifies the maker that prompt payments are again
required.  Driftwood Manor Investors v.
City Federal Savings & Loan Association, 63 N.C. App. 459, 305
S.E. 2d 204 (1983);

       

      (g)         we
express no opinion with respect to any provision of the Loan Documents which
requires that any amendments or waivers to the Loan Documents must be in
writing;

       

      (h)         we
express no opinion with respect to any consent to venue, jurisdiction or service
of process provisions;

       

      (i)          we
express no opinion with respect to any choice of law provision;

       

      (j)          we
express no opinion with respect to any severability provision;

       

      (k)         we
express no opinion with respect to any provision of the Loan Documents
purporting to require a party to pay or reimburse attorneys’ fees incurred by
another party or to indemnify another party therefor which may be limited by
applicable law and public policy;

       

      (l)          we
express no opinion with respect to any waiver of the statute of limitations
contained in the Loan Documents;

       

      (m)        we
express no opinion as to the enforceability of any provision in the Loan
Documents that purports to excuse a party for liability for its own
acts;

       

      (n)         we
express no opinion as to the enforceability of any provision in the Loan
Documents that purports to make void any act done in contravention
thereof;

       

              (o)         we
express no opinion with respect to any provision purporting to prohibit,
restrict, or condition the assignment of rights to the extent such restriction
on assignability is governed by the Uniform Commercial Code;

       

      (p)         we
express no opinion as to the enforceability of any provision in the Loan
Documents that purports to authorize a party to act in its sole discretion, that
imposes liquidated 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

            damages, penalties, late
payment charges or an increase in interest rate after default or that relates to
evidentiary standards or other standards by which any of the Loan Documents is
to be construed;

      

       

             (q)         we
express no opinion as to the enforceability of provisions of the Loan Documents
providing for the indemnification of or contribution to a party with respect to
such party’s own negligence or willful    misconduct or where
such indemnification or contribution is otherwise contrary to public policy;
and

       

             (r)          we
express no opinion as to the enforceability of provisions of the Loan Documents
providing for the waiver of jury trail.

       

      Our
opinion is rendered solely in connection with the transactions contemplated
under the Loan Documents and may not be relied upon in any manner by any Person
other than the addressees hereof and any successor or assignee of any addressee
(collectively, the “Reliance Parties”), and may not be relied upon by any
Reliance Party for any other purpose.

       

      No copies
of this opinion may be delivered or furnished to any other party other than a
Reliance Party, nor may all or portions of this opinion be quoted, circulated or
referred to in any other document without our prior written consent, except that
copies of this opinion may be provided to any regulatory agency having
supervisory authority over a Reliance Party and except that this opinion may be
used in connection with the assertion of a defense as to which this opinion is
relevant and necessary or in response to a court order or other legal
process.  The opinions expressed in this letter are rendered as the
date hereof and we expressly disclaim any responsibility to advise you of any
development or circumstance of any kind, including without limitation any change
of law or fact that may occur after such date even though such development,
circumstance or change may affect the legal analysis, a legal conclusion or any
other matter set forth in or related to this letter.

       

      Very
truly yours,

       

      /s/ Moore
& Van Allen PLLC

       

      MOORE
& VAN ALLEN PLLC

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Distribution
List

       

      


      Bank of
America, N.A.

      Wachovia
Bank, National Association

      JPMorgan
Chase Bank, N.A. (as successor in interest to Bank One, NA)

      SunTrust
Bank

      U.S. Bank
National Association

      Merrill
Lynch Bank USA

      Union
Bank of California, N.A.

      BNP
Paribas

      National
City Bank

      Branch
Banking and Trust Company

      BMO
Capital Markets Financing, Inc.

      The Bank
of New York

      Barclays
Bank PLC

      Regions
Bank

      Wells
Fargo Bank, N.A.

      Fifth
Third Bank

      HSBC Bank
USA, National Association

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      Schedule
1

       

      Agreements and Instruments
that are the subject of the No Conflicts Opinion set forth in Paragraph
6

       

      
        	
                 
      1.  

              	
                $500,000,000
      Aggregate Principal Amount of 8.25% Notes Due
  2010.

              


      

       

      
        	
                 
      2.  

              	
                $300,000,000
      Aggregate Principal Amount of 6.875% Debentures Due
  2028.

              


      

       

      
        	
                 
      3.  

              	
                $400,000,000
      Aggregate Principal Amount of 6.5% Debentures Due
  2029.

              


      

       

      
        	
                 
      4.  

              	
                $580,700,000
      Aggregate Principal Amount of 1% Senior Convertible Notes Due
      2021.

              


      

       

      
        	
                 
      5.  

              	
                $1,005,000,000
      Aggregate Principal Amount of Liquid Yield Option Notes Due
      2021.

              


      

       

      
        	
                 
      6.  

              	
                $7,000,000
      Aggregate Principal Amount of 7.75% Medium Term Notes -- Series A Due
      2007.

              


      

       

      
        	
                 
      7.  

              	
                $5,000,000
      Aggregate Principal Amount of 7.35% Medium Term Notes -- Series A Due
      2008.

              


      

       

      
        	
                 
      8.  

              	
                $5,000,000
      Aggregate Principal Amount of 8.2% Medium Term Notes -- Series A Due
      2022.

              


      

       

      
        	
                 
      9.  

              	
                $5,000,000
      Aggregate Principal Amount of 8.19% Medium Term Notes -- Series A Due
      2022.

              


      

       

      
        	
                 
      10.  

              	
                $5,000,000
      Aggregate Principal Amount of 8.2% Medium Term Notes -- Series A Due
      2023.

              


      

       

      
        	
                 
      11.  

              	
                $50,000,000
      Aggregate Principal Amount of 6.7% Medium Term Notes -- Series B Due
      2007.

              


      

       

      
        	
                 
      12.  

              	
                $15,000,000
      Aggregate Principal Amount of 7.61% Medium Term Notes -- Series B Due
      2027.

              


      

       

      
        	
                 
      13.  

              	
                $10,000,000
      Aggregate Principal Amount of 7.59% Medium Term Notes -- Series B Due
      2027.

              


      

       

      
        	
                 
      14.  

              	
                $10,000,000
      Aggregate Principal Amount of 7.59% Medium Term Notes -- Series B Due
      2027.

              


      

       

      
        	
                 
      15.  

              	
                $8,000,000
      Aggregate Principal Amount of 7.58% Medium Term Notes -- Series B Due
      2027.

              


      

       

      
        	
                 
      16.  

              	
                $75,000,000
      Aggregate Principal Amount of 7.2% Medium Term Notes -- Series B Due
      2027.

              


      

       

      
        	
                 
      17.  

              	
                $100,000,000
      Aggregate Principal Amount of 7.11% Medium Term Notes -- Series B Due
      2037.

              


      

       

      
        	
                 
      18.  

              	
                $500,000,000
      Aggregate Principal Amount of 5.0% Senior Notes Due
  2015.

              


      

       

      
        	
                 
      19.  

              	
                $500,000,000
      Aggregate Principal Amount of 5.5% Senior Notes Due
  2035.

              


      

       

      
        	
                 
      20.  

              	
                $550,000,000
      Aggregate Principal Amount of 5.4% Senior Notes Due
  2016.

              


      

       

      
        	
                 
      21.  

              	
                $450,000,000
      Aggregate Principal Amount of 5.8% Senior Notes Due
  2036.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Schedule
2

       

      OFFICER’S
CERTIFICATE

       

      


       

      The undersigned, being the duly elected
and acting Vice President and Treasurer of Lowe’s Companies, Inc., a North
Carolina corporation (“Lowe’s”), does hereby
certify to Moore & Van Allen PLLC as follows:

       

      1.           As
Vice President and Treasurer of Lowe’s, I am familiar with the business and
affairs of Lowe’s and its affiliates and with the proceedings taken in
connection with the transactions contemplated by the Amended and Restated Credit
Agreement dated as of June __, 2007 (the “Credit Agreement”)
among Lowe’s, the various financial institutions party thereto as lenders, Bank
of America, N.A., as administrative agent, L/C issuer and swing line lender and
Wachovia Bank, National Association, as L/C issuer and syndication agent, and
the transactions and other documents described therein.  I have either
personal knowledge of the matters and things hereinbelow set forth or have
obtained the information with respect thereto from officers and employees of
Lowe’s in whom I have confidence and whose duties require them to have personal
knowledge thereof.  All capitalized terms used, but not defined
herein, shall have the meanings given to such terms in the Credit
Agreement.  “Loan Documents” shall mean the Credit Agreement and the
Fee Letter.

       

      2.           I
am familiar with the terms of the Credit Agreement and the other Loan Documents
and make this certificate with the intent that it shall be relied upon by Moore
& Van Allen PLLC as a basis for its opinion to be rendered with respect to
the transactions contemplated by the Credit Agreement.

       

      3.           None
of the Borrower, any Person Controlling the Borrower or any Subsidiary of the
Borrower is an entity which (a) is or holds itself out as being engaged
primarily, or proposes to engage primarily, in the business of investing,
reinvesting or trading in securities; (b) is engaged or proposes to engage in
the business of issuing face-amount certificates of the installment type, or has
been engaged in such business and has any such certificate outstanding; or (c)
is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities, and owns or proposes to acquire
“investment securities” having a value exceeding 40 per centum of the value of
its total assets (exclusive of government securities and cash items) on an
unconsolidated basis.  As used in this paragraph, “investment
securities” includes all securities except (i) government securities, (ii)
securities issued by employees’ securities companies, and (iii) securities
issued by majority-owned subsidiaries of the owner which are not investment
companies.  As used in this paragraph, “government securities” means
any security issued or guaranteed as to principal or interest by the United
States, or by a person controlled or supervised by and acting as an
instrumentality of the Government of the United States pursuant to authority
granted by the Congress of the United States; or any certificate of deposit for
any of the foregoing.

       

      [remainder
of page intentionally left blank]

       

      


       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      IN WITNESS WHEREOF, the undersigned has
duly executed this Officer’s Certificate on behalf of Lowe’s as of the ____ day
of June, 2007.

       

       

       

      LOWE’S
COMPANIES, INC.

       

      By:     ______________________________                                                           

                          Name:    James
A. Cook III

      Title:      Vice
President and Treasurer

      


       

      


       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


        OFFICER’S
CERTIFICATE

        


        


        The undersigned, as of this 15th day of
June 2007, being the duly elected and acting Vice President and Treasurer of
Lowe’s Companies, Inc., a North Carolina corporation (“Lowe’s”), does hereby
certify to Moore & Van Allen PLLC as follows:

        


        1.           As
Vice President and Treasurer of Lowe’s, I am familiar with the business and
affairs of Lowe’s and its affiliates and with the proceedings taken in
connection with the transactions contemplated by the Amended and Restated Credit
Agreement dated as of June 15, 2007 (the “Credit Agreement”)
among Lowe’s, the various financial institutions party thereto as lenders, Bank
of America, N.A., as administrative agent, L/C issuer and swing line lender and
Wachovia Bank, National Association, as L/C issuer and syndication agent, and
the transactions and other documents described therein.  I have either
personal knowledge of the matters and things hereinbelow set forth or have
obtained the information with respect thereto from officers and employees of
Lowe’s in whom I have confidence and whose duties require them to have personal
knowledge thereof.  All capitalized terms used, but not defined
herein, shall have the meanings given to such terms in the Credit
Agreement.  “Loan Documents” shall mean the Credit Agreement and the
Fee Letter.

        


        2.           I
am familiar with the terms of the Credit Agreement and the other Loan Documents
and make this certificate with the intent that it shall be relied upon by Moore
& Van Allen PLLC as a basis for its opinion to be rendered with respect to
the transactions contemplated by the Credit Agreement.

        


        3.           None
of the Borrower, any Person Controlling the Borrower or any Subsidiary of the
Borrower is an entity which (a) is or holds itself out as being engaged
primarily, or proposes to engage primarily, in the business of investing,
reinvesting or trading in securities; (b) is engaged or proposes to engage in
the business of issuing face-amount certificates of the installment type, or has
been engaged in such business and has any such certificate outstanding; or (c)
is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding or trading in securities, and owns or proposes to acquire
“investment securities” having a value exceeding 40 per centum of the value of
its total assets (exclusive of government securities and cash items) on an
unconsolidated basis.  As used in this paragraph, “investment
securities” includes all securities except (i) government securities, (ii)
securities issued by employees’ securities companies, and (iii) securities
issued by majority-owned subsidiaries of the owner which are not investment
companies.  As used in this paragraph, “government securities” means
any security issued or guaranteed as to principal or interest by the United
States, or by a person controlled or supervised by and acting as an
instrumentality of the Government of the United States pursuant to authority
granted by the Congress of the United States; or any certificate of deposit for
any of the foregoing.

        


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               IN WITNESS WHEREOF,
the undersigned has duly executed this Officer’s Certificate on behalf of Lowe’s
as of the date first above written.

        


        


               LOWE’S COMPANIES,
INC.

        


        


               By:           /s/ James A. Cook
III                                           

               Name:      James
A. Cook III

               Title:        Vice
President and Treasurer