Exhibit 10.1

Execution Version


---

---

Published CUSIP Number: ___________


CREDIT AGREEMENT

Dated as of December 18, 2008

among

ST.
JUDE MEDICAL, INC.

as the Borrower,

BANK OF AMERICA, N.A.,as Administrative Agent and a Lender,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH,as Syndication Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,as Documentation Agent,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLCandTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW
YORK BRANCH,as
Joint Lead Arrangers

BANC OF AMERICA SECURITIES LLC,as
Sole Book Manager

---

---



TABLE OF CONTENTS

|                                                                 |      |    |                                                          |  |      | 
|---------------------------------------------------------------- | ---- | -- | -------------------------------------------------------- |  | ---- | 
|Section                                                          |      |    |                                                          |  | Page
|                                                                 |      |    |                                                         
|ARTICLE
 I.              DEFINITIONS
 AND ACCOUNTING TERMS       |      | 1  |                                                         
|                                                                 |      |    |                                                          |  |      | 
|                                                                 | 1.01 |    | Defined
 Terms                                           |  | 1    | 
|                                                                 | 1.02 |    | Other
 Interpretive Provisions                           |  | 18   | 
|                                                                 | 1.03 |    | Accounting
 Terms                                        |  | 19   | 
|                                                                 | 1.04 |    | Rounding                                                 |  | 19   | 
|                                                                 | 1.05 |    | References
 to Agreements and Laws                       |  | 19   | 
|                                                                 | 1.06 |    | Times of Day                                             |  | 19   | 
|                                                                 |      |    |                                                          |  |      | 
|ARTICLE
 II.             THE
 COMMITMENTS AND CREDIT EXTENSIONS  |      | 20 |                                                         
|                                                                 |      |    |                                                          |  |      | 
|                                                                 | 2.01 |    | Term Loan                                                |  | 20   | 
|                                                                 | 2.02 |    | Borrowings,
 Conversions and Continuations of Term Loans |  | 21   | 
|                                                                 | 2.03 |    | [Intentionally
 Omitted]                                 |  | 22   | 
|                                                                 | 2.04 |    | Prepayments                                              |  | 22   | 
|                                                                 | 2.05 |    | [Intentionally
 Omitted]                                 |  | 22   | 
|                                                                 | 2.06 |    | Repayment of
 Term Loans                                 |  | 22   | 
|                                                                 | 2.07 |    | Interest                                                 |  | 23   | 
|                                                                 | 2.08 |    | Fees                                                     |  | 23   | 
|                                                                 | 2.09 |    | Computation
 of Interest and Fees                        |  | 24   | 
|                                                                 | 2.10 |    | Evidence of
 Debt                                        |  | 24   | 
|                                                                 | 2.11 |    | Payments
 Generally                                      |  | 24   | 
|                                                                 | 2.12 |    | Sharing of
 Payments                                     |  | 26   | 
|                                                                 | 2.13 |    | Increase to
 Outstanding Amount of the Term Loan         |  | 26   | 
|                                                                 |      |    |                                                         
|ARTICLE
 III.            TAXES,
 YIELD PROTECTION AND ILLEGALITY |      | 28 |                                                         
|                                                                 |      |    |                                                         
|                                                                 | 3.01 |    | Taxes                                                    |  | 28   | 
|                                                                 | 3.02 |    | Illegality                                               |  | 31   | 
|                                                                 | 3.03 |    | Inability to
 Determine Rates                            |  | 32   | 
|                                                                 | 3.04 |    | Increased
 Cost and Reduced Return; Capital Adequacy     |  | 32   | 
|                                                                 | 3.05 |    | Compensation
 for Losses                                 |  | 34   | 
|                                                                 | 3.06 |    | Mitigation
 Obligations; Replacement of Lenders          |  | 34   | 
|                                                                 | 3.07 |    | Survival                                                 |  | 35   | 
|                                                                 |      |    |                                                          |  |      | 
|ARTICLE
 IV.             CONDITIONS
 PRECEDENT TO TERM LOANS     |      | 35 |                                                         
|                                                                 |      |    |                                                          |  |      | 
|                                                                 | 4.01 |    | Conditions
 of Term Loan on Closing Date                 |  | 35   | 
|                                                                 | 4.02 |    | Conditions
 of Term Loan Increase                        |  | 36   | 
|                                                                 |      |    |                                                          |  |      | 
|ARTICLE

V.              REPRESENTATIONS
 AND WARRANTIES         |      | 37 |                                                         
|                                                                 |      |    |                                                          |  |      | 
|                                                                 | 5.01 |    | Corporate
 Existence and Power                           |  | 37   | 
|                                                                 | 5.02 |    | Authorization;
 No Contravention                         |  | 38   | 

i

---



|                                                |      |    |                                                                |  |    | 
|----------------------------------------------- | ---- | -- | -------------------------------------------------------------- |  | -- | 
|                                                | 5.03 |    | Governmental
 Authorization                                    |  | 38 | 
|                                                | 5.04 |    | Binding
 Effect                                                |  | 38 | 
|                                                | 5.05 |    | Litigation                                                     |  | 38 | 
|                                                | 5.06 |    | No Default                                                     |  | 39 | 
|                                                | 5.07 |    | ERISA
 Compliance                                              |  | 39 | 
|                                                | 5.08 |    | Use of Proceeds;
 Margin Regulations                           |  | 39 | 
|                                                | 5.09 |    | Title to
 Properties                                           |  | 40 | 
|                                                | 5.10 |    | Taxes                                                          |  | 40 | 
|                                                | 5.11 |    | Financial
 Condition                                           |  | 40 | 
|                                                | 5.12 |    | Environmental
 Matters                                         |  | 40 | 
|                                                | 5.13 |    | Regulated
 Entities                                            |  | 40 | 
|                                                | 5.14 |    | No
 Burdensome Restrictions                                    |  | 41 | 
|                                                | 5.15 |    | Copyrights,
 Patents, Trademarks and Licenses, Etc             |  | 41 | 
|                                                | 5.16 |    | Subsidiaries                                                   |  | 41 | 
|                                                | 5.17 |    | Insurance                                                      |  | 41 | 
|                                                | 5.18 |    | Full
 Disclosure                                               |  | 41 | 
|                                                | 5.19 |    | Taxpayer
 Identification Number; Other Identifying Information |  | 41 | 
|                                                |      |    |                                                                |  |    | 
|ARTICLE
 VI.             AFFIRMATIVE
 COVENANTS |      | 42 |                                                               
|                                                |      |    |                                                               
|                                                | 6.01 |    | Financial
 Statements                                          |  | 42 | 
|                                                | 6.02 |    | Certificates;
 Other Information                               |  | 42 | 
|                                                | 6.03 |    | Notices                                                        |  | 44 | 
|                                                | 6.04 |    | Preservation
 of Corporate Existence, Etc                      |  | 45 | 
|                                                | 6.05 |    | Maintenance
 of Property                                       |  | 45 | 
|                                                | 6.06 |    | Insurance                                                      |  | 45 | 
|                                                | 6.07 |    | Payment of
 Obligations                                        |  | 45 | 
|                                                | 6.08 |    | Compliance
 with Laws                                          |  | 46 | 
|                                                | 6.09 |    | Inspection
 of Property and Books and Records                  |  | 46 | 
|                                                | 6.10 |    | Environmental
 Laws                                            |  | 46 | 
|                                                | 6.11 |    | Use of
 Proceeds                                               |  | 46 | 
|                                                |      |    |                                                                |  |    | 
|ARTICLE
 VII.            NEGATIVE
 COVENANTS    |      | 47 |                                                               
|                                                |      |    |                                                                |  |    | 
|                                                | 7.01 |    | Limitation
 on Liens                                           |  | 47 | 
|                                                | 7.02 |    | Disposition
 of Assets                                         |  | 49 | 
|                                                | 7.03 |    | Consolidations
 and Mergers                                    |  | 49 | 
|                                                | 7.04 |    | Loans and
 Investments                                         |  | 49 | 
|                                                | 7.05 |    | Limitation
 on Subsidiary Indebtedness                         |  | 50 | 
|                                                | 7.06 |    | Transactions
 with Affiliates                                  |  | 51 | 
|                                                | 7.07 |    | Use of
 Proceeds; Regulation U                                 |  | 51 | 
|                                                | 7.08 |    | Limitation
 on Subsidiary Dividends                            |  | 51 | 
|                                                | 7.09 |    | Joint
 Ventures                                                |  | 52 | 
|                                                | 7.10 |    | Restricted
 Payments                                           |  | 52 | 
|                                                | 7.11 |    | Change in
 Business                                            |  | 52 | 
|                                                | 7.12 |    | Accounting
 Changes                                            |  | 52 | 

ii

---



|                                                         |       |     |                                                         |  |    | 
|-------------------------------------------------------- | ----- | --- | ------------------------------------------------------- |  | -- | 
|                                                         | 7.13  |     | Consolidated
 Leverage Ratio                            |  | 52 | 
|                                                         |       |     |                                                        
|ARTICLE
 VIII.           EVENTS
 OF DEFAULT AND REMEDIES |       | 52  |                                                        
|                                                         |       |     |                                                        
|                                                         | 8.01  |     | Events of
 Default                                      |  | 52 | 
|                                                         | 8.02  |     | Remedies
 Upon Event of Default                         |  | 54 | 
|                                                         | 8.03  |     | Application
 of Funds                                   |  | 55 | 
|                                                         |       |     |                                                        
|ARTICLE
 IX.             ADMINISTRATIVE
 AGENT           |       | 55  |                                                        
|                                                         |       |     |                                                        
|                                                         | 9.01  |     | Appointment
 and Authority                              |  | 55 | 
|                                                         | 9.02  |     | Rights as a
 Lender                                     |  | 56 | 
|                                                         | 9.03  |     | Exculpatory
 Provisions                                 |  | 56 | 
|                                                         | 9.04  |     | Reliance by
 Administrative Agent                       |  | 57 | 
|                                                         | 9.05  |     | Delegation
 of Duties                                   |  | 57 | 
|                                                         | 9.06  |     | Resignation
 of Administrative Agent                    |  | 57 | 
|                                                         | 9.07  |     | Non-Reliance
 on Administrative Agent and Other Lenders |  | 58 | 
|                                                         | 9.08  |     | No Other
 Duties, Etc                                   |  | 58 | 
|                                                         | 9.09  |     | Administrative
 Agent May File Proofs of Claim          |  | 58 | 
|                                                         |       |     |                                                        
|ARTICLE

X.              MISCELLANEOUS                   |       | 59  |                                                        
|                                                         |       |     |                                                        
|                                                         | 10.01 |     | Amendments,
 Etc                                        |  | 59 | 
|                                                         | 10.02 |     | Notices;
 Effectiveness; Electronic Communication       |  | 60 | 
|                                                         | 10.03 |     | No Waiver;
 Cumulative Remedies                         |  | 62 | 
|                                                         | 10.04 |     | Expenses;
 Indemnity; Damage Waiver                     |  | 62 | 
|                                                         | 10.05 |     | Payments Set
 Aside                                     |  | 64 | 
|                                                         | 10.06 |     | Successors
 and Assigns                                 |  | 64 | 
|                                                         | 10.07 |     | Treatment of
 Certain Information; Confidentiality      |  | 67 | 
|                                                         | 10.08 |     | Set-off                                                 |  | 68 | 
|                                                         | 10.09 |     | Interest
 Rate Limitation                               |  | 69 | 
|                                                         | 10.10 |     | Counterparts                                            |  | 69 | 
|                                                         | 10.11 |     | Integration                                             |  | 69 | 
|                                                         | 10.12 |     | Survival of
 Representations and Warranties             |  | 69 | 
|                                                         | 10.13 |     | Severability                                            |  | 69 | 
|                                                         | 10.14 |     | Replacement
 of Lenders                                 |  | 70 | 
|                                                         | 10.15 |     | [Intentionally
 Omitted]                                |  | 71 | 
|                                                         | 10.16 |     | Governing
 Law                                          |  | 71 | 
|                                                         | 10.17 |     | Waiver of
 Right to Trial by Jury                       |  | 71 | 
|                                                         | 10.18 |     | No Advisory
 or Fiduciary Responsibility                |  | 72 | 
|                                                         | 10.19 |     | USA PATRIOT
 Act Notice                                 |  | 72 | 
|                                                         |       |     |                                                         |  |    | 
|SIGNATURES                                               |       | S-1 |                                                        

iii

---



|          |         |  |                                                              
|--------- | ------- |  | -------------------------------------------------------------
|SCHEDULES
|          |         |  |                                                              
|          | 1.01    |  | Excluded
 Subsidiaries                                       
|          | 2.01    |  | Pro Rata
 Term Shares                                        
|          | 5.05    |  | Litigation                                                   
|          | 5.07    |  | ERISA
 Matters                                               
|          | 5.10    |  | Taxes                                                        
|          | 5.11    |  | Material
 Indebtedness                                       
|          | 5.12    |  | Environmental
 Matters                                       
|          | 5.16    |  | Subsidiaries                                                 
|          | 6.06    |  | Insurance
 Coverage                                          
|          | 7.01    |  | Existing
 Liens                                              
|          | 7.04(a) |  | Investment
 Policy                                           
|          | 7.05    |  | Existing
 Indebtedness                                       
|          | 10.02   |  | Administrative
 Agents Office, Certain Addresses for Notices
|          |         |  |                                                              
|EXHIBITS 
|          |         |  |                                                              
|          |         |  | Form of                                                      
|          |         |  |                                                              
|          | A       |  | Loan Notice                                                  
|          | B       |  | Term Loan
 Interest Rate Selection Notice                    
|          | C       |  | Term Loan
 Note                                              
|          | D       |  | Compliance
 Certificate                                      
|          | E-1     |  | Assignment
 and Assumption Agreement                         
|          | E-2     |  | Administrative
 Questionnaire                                
|          | F       |  | Opinions                                                     

iv

---



CREDIT AGREEMENT

This CREDIT
AGREEMENT (the Agreement) is entered into as of December
18, 2008, among ST. JUDE MEDICAL, INC., a Minnesota corporation (the Borrower),
each lender from time to time party hereto (collectively, the Lenders
and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative
Agent and Lender.

The
Borrower has requested that the Lenders provide a term loan credit facility and
the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:

ARTICLE
I.
DEFINITIONS AND ACCOUNTING TERMS

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

Acquisition
means any transaction or series of related transactions for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially
all of the assets of a Person, or of any business or division of a Person, (b)
the acquisition of in excess of 50% of the capital stock, partnership interests
or equity of any Person or otherwise causing any Person, to become a
Subsidiary, or (c) a merger or consolidation or any other combination with
another Person (other than a Person that is a Subsidiary) provided that
the Borrower or a Subsidiary is the surviving entity.

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 account as set
forth on Schedule 10.02, or such other address or account as the
Administrative Agent may from time to time notify the Borrower and the Lenders.

Administrative
Questionnaire means an Administrative Questionnaire in substantially the
form of Exhibit E-2 or any other form approved 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. 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. Without limiting the
generality of the foregoing, a Person shall be deemed to be Controlled by
another Person if such other Person possesses, directly or indirectly, power to
vote 20% or more of the securities having ordinary voting power for the election
of directors, managing general partners or the equivalent.

Agreement
means this Credit Agreement.

1

---



Alternative
Base Rate means, for all Term Loans and any Segments thereof, on any day
any such Term Loan or Segment is outstanding, the fluctuating rate of interest
(rounded upwards, as necessary, to the nearest 1/100 of 1%) 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 (2) Business Days prior to the most
recent Interest Rate Change Date, for Dollar deposits (for delivery on such
Interest Rate Change Date) with a term of one month, as adjusted from time to
time in the Administrative Agents sole discretion for changes in deposit
insurance requirements and other regulatory costs. If such rate is not
available at such time for any reason, then the Alternative Base Rate shall
be the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery in immediately available funds in the
approximate amount of the Term Loans or Segments thereof outstanding with a
term equivalent to one month would be offered by Bank of Americas London
Branch (or other Bank of America branch or Affiliate) to major banks in the
London interbank eurodollar market at their request at approximately 11:00 a.m.
(London time), two (2) Business Days prior to such Interest Rate Change Date.

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

|      |  |                    |  |                                                                                                                     |  |                                                                                                      | 
|----- |  | ------------------ |  | ------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------- | 
|Level |  | Debt Rating        |  | Applicable Rate shall be 
 the Eurodollar Rate plus
 the below applicable 
 margin 
 for Eurodollar Rate 
 Segments |  | Applicable Rate shall be 
 the Base Rate plus the 
 below applicable margin 
 for Base Rate Segments | 
|I     |  | A / A2 or higher   |  | 1.75%                                                                                                               |  | 0.75%                                                                                                | 
|II    |  | A- / A3            |  | 2.00%                                                                                                               |  | 1.00%                                                                                                | 
|III   |  | BBB+ / Baa1        |  | 2.25%                                                                                                               |  | 1.25%                                                                                                | 
|IV    |  | BBB / Baa2         |  | 2.50%                                                                                                               |  | 1.50%                                                                                                | 
|V     |  | BBB- / Baa3        |  | 2.75%                                                                                                               |  | 1.75%                                                                                                | 
|VI    |  | BB+ / Bal or lower |  | 3.00%                                                                                                               |  | 2.00%                                                                                                | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Debt
 Rating means, as of any date of determination, the rating as determined
 by either S&P or Moodys (collectively, the Debt Ratings) of the
 Borrowers non-credit-enhanced, senior unsecured long-term debt; provided
 that, if any such rating is not available, then Debt Rating means, as of
 any date of determination, either (a) the corporate family rating of the Borrower
 as determined by Moodys or (b) the long-term corporate credit rating of the
 Borrower as determined by S&P, as applicable; and provided further
 that, (i) if a Debt Rating is issued by each of the foregoing rating
 agencies, then the higher of
 such Debt Ratings shall apply (with the Debt Rating for Pricing Level I being
 the highest and the Debt Rating for Pricing Level VI being the lowest),
 unless there is a split in Debt Ratings of more than one level, in which case
 the Pricing Level that is one level lower
 than the Pricing Level of the higher Debt Rating shall apply, (ii) if
 the Borrower has only one Debt Rating, the Pricing Level of such Debt Rating
 shall apply, and (iii) if the Borrower does not have any Debt Rating, Pricing
 Level VI shall apply.

2

---



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.

Arranger
means each (or either, as the context requires) of The Bank of Tokyo-Mitsubishi
UFJ, Ltd., New York Branch, in its capacity as a joint lead arranger and/or
Banc of America Securities LLC, in its capacity as a joint lead arranger and
sole book manager.

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 Agreement substantially
in the form of Exhibit E-1.

Attorney
Costs means and includes all reasonable fees, expenses and disbursements
of any law firm or other external counsel and, without duplication, the
allocated cost of internal legal services and all expenses and disbursements of
internal counsel.

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

Audited
Financial Statements means the audited consolidated balance sheet of the
Borrower and its Subsidiaries for the fiscal year ended December 29, 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 and the
accompanying Managements Discussion and Analysis of Financial Condition and
Results of Operations.

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

BAS
means Banc of America Securities LLC and its successors.

Base
Rate means for any day a fluctuating rate per annum equal to the highest
of (a) the Federal Funds Rate plus 1/2 of 1%, (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 and (c) the Alternative Base Rate plus
1.00%. 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.

3

---



Base
Rate Segment means a Segment that bears interest based on the Base Rate.

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

Borrower
Materials has the meaning specified in Section 6.02.

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

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 Segment, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the London
interbank eurodollar market.

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, with respect to any Person, an event or series of events
by which:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any
 person or group (as such terms are used in Sections 13(d) and 14(d) of
 the Securities Exchange Act of 1934, but excluding any employee benefit plan
 of such person or its subsidiaries, and any person or entity acting in its
 capacity as trustee, agent or other fiduciary or administrator of any such
 plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
 under the Securities Exchange Act of 1934, except that a person or group
 shall be deemed to have beneficial ownership of all securities that such
 person or group has the right to acquire (such right, an option right),
 whether such right is exercisable immediately or only after the passage of
 time), directly or indirectly, of 20%
 or more of the equity securities of such Person entitled to vote for members
 of the board of directors or equivalent governing body of such Person 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 24
 consecutive months, a majority of the members of the board of directors or
 other equivalent governing body of such Person 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).

4

---



Closing
Date means the first date all the conditions precedent in Section 4.01
are satisfied or waived in accordance with Section 10.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the
applicable payment).

Code
means the Internal Revenue Code of 1986.

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

Consolidated
EBITDA means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period plus
(a) the following to the extent deducted in calculating such Consolidated Net
Income: (i) Consolidated Interest Charges for such period, (ii) the provision
for federal, state, local and foreign income taxes payable by the Borrower and
its Subsidiaries for such period, (iii) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income and
(iv) other expenses of the Borrower and its Subsidiaries reducing such
Consolidated Net Income which do not represent a cash item in such period or
any future period and minus (b) all non-cash items increasing
Consolidated Net Income for such period.

Consolidated
Funded Indebtedness 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
arising under letters of credit (including standby and commercial), 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, and (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.

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

5

---



Consolidated
Leverage Ratio means, as of any date of determination, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated
EBITDA for the period of the four fiscal quarters most recently ended for which
the Borrower has delivered financial statements pursuant to Section 6.01(a)
or (b).

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

Consolidated
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.

Contingent
Obligation means, as to any Person, any direct or indirect liability of
that Person with respect to any Indebtedness, lease, dividend, guaranty, letter
of credit or other financial obligation (each a primary obligation) of
another Person (the primary obligor), whether or not contingent, (a)
to purchase, repurchase or otherwise acquire any such primary obligation or any
property constituting direct or indirect security therefor, or (b) to advance
or provide funds (i) for the payment or discharge of any such primary
obligation, or (ii) to maintain working capital or equity capital of the
primary obligor in respect of any such primary obligation or otherwise to
maintain the net worth or solvency or any balance sheet item, level of income
or financial condition of such primary obligor, or (c) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor thereof to make
payment of such primary obligation, or (d) otherwise to assure or hold harmless
the owner of any such primary obligation against loss or failure or inability to
perform in respect thereof. The amount
of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the primary obligation in respect of which
such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof.

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
has the meaning specified in the definition of Affiliate.

Debt
Rating has the meaning set forth 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.

6

---



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, when used with respect to Obligations, an interest rate equal
to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to
Base Rate Segments plus (c) 2% per annum; provided,however,
that with respect to a Eurodollar Rate Segment, the Default Rate shall be an
interest rate equal to the interest rate (including any Applicable Rate)
otherwise applicable to such Segment plus 2% per annum, in each case to
the fullest extent permitted by applicable Laws.

Defaulting
Lender means any Lender that (a) has failed to fund any portion of a Term
Loan Facility or (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,
(c) has been deemed, or has an Affiliate that has been deemed, insolvent or
becomes, or has an Affiliate that becomes, the subject of a bankruptcy,
insolvency or similar proceeding, or (d) the Administrative Agent believes in
good faith has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities.

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

Eligible
Assignee means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), (v), (vi) and (vii)
(subject to such consents, if any, as may be required under Section
10.06(b)(iii)).

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).

7

---



ERISA
Event means (a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of ERISA;
(c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate
from a Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; 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
Base Rate has the meaning set forth in the definition of Eurodollar Rate.

Eurodollar
Rate means for any Interest Period with respect to any Eurodollar Rate
Segment, a rate per annum determined by the Administrative Agent pursuant to
the following formula:


|                                       |                     
|-------------------------------------- | --------------------
|Eurodollar Rate =                      | Eurodollar Base Rate
|                                      
|1.00  Eurodollar Reserve 
 Percentage

Where,

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Eurodollar
 Base Rate means, for any Interest Period with respect to a Eurodollar
 Rate Segment, 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 Dollars 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 Base 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 immediately available funds in the approximate amount of
 the Eurodollar Rate Segment being made, continued or converted by Bank of
 America and with a term equivalent to such Interest Period would be offered
 by Bank of Americas London Branch (or other Bank of America branch or
 Affiliate) to major banks in the London 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.

8

---



Eurodollar
Rate Segment means a Segment that bears interest at a rate based on the
Eurodollar Rate.

Eurodollar
Reserve Percentage means, for any day during any Interest Period, the
reserve percentage (expressed as a decimal, carried out to five decimal places)
in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the FRB for determining the maximum
reserve requirement (including any emergency, supplemental or other marginal
reserve requirement) with respect to Eurodollar funding (currently referred to
as Eurodollar liabilities). The
Eurodollar Rate for each outstanding Eurodollar Rate Segment shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.

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

Excluded
Subsidiary means each Subsidiary listed on Schedule 1.01 by reason
that such Subsidiary no longer actively conducts any business or operations,
including as a holding or investment company, and has been, will be after the
Closing Date, or likely will be after the Closing Date, liquidated, and in the
event that any such Subsidiary shall after the Closing Date conduct any
business or operations, including as a holding or investment company, such that
after three consecutive fiscal quarters of the Borrower and its Subsidiaries,
such Subsidiary has income equal to or greater than 1% of Consolidated Net Income
determined for the same such period, then such Subsidiary shall no longer be an
Excluded Subsidiary as of the date of delivery, or date delivery is required
(whichever is earlier), of the financial statements of the Borrower and its
Subsidiaries pursuant to Section 6.01(a) or (b) with respect to
the third such consecutive fiscal quarter and a Responsible Officer shall
notify the Administrative Agent thereof.

Excluded
Taxes means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any Obligation
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,
(c) any backup withholding tax that is required by the Code to be withheld from
amounts payable to a Lender that has failed to comply with clause (A) of
Section 3.01(e)(ii), and (d) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 10.14),
any United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lenders failure or inability (other than
as a result of a Change in Law) to comply with clause (B) of Section
3.01(e)(ii), 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)(i) or (ii).

Existing
2006 Multi-Year Credit Agreement means that certain Multi-Year
$1,000,000,000 Credit Agreement dated as of December 13, 2006 (as amended,
modified, supplemented or amended and restated from time to time) by and among
the Borrower, Bank of America as administrative agent, and the lenders from
time to time party thereto.

9

---



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, originally dated November 14, 2008, as
the same may have been supplemented, amended or modified from time to time, by
and among the Borrower, the Administrative Agent and BAS.

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.

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 any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers
or functions of or pertaining to government.

10

---



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. 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 letters of
 credit (including standby and commercial), bankers acceptances, bank
 guaranties, surety bonds and similar instruments;                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                  
| | (c)
 net obligations of such Person under any Swap Contract;                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                  
| | (d)
 all obligations of such Person to pay the deferred purchase price of property
 or services (other than 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; and                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                  
| | (g)
 all Guarantees of such Person in respect of any of the foregoing.                                                                                                                                                                                                                                                           

11

---



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.

Indemnitees
has the meaning set forth in Section 10.04(b).

Independent
Auditor has the meaning set forth in Section 6.01(a).

Intangible
Assets means assets that are considered to be intangible assets under
GAAP, including customer lists, goodwill, computer software, copyrights, trade
names, trademarks, patents, franchises, licenses, unamortized deferred charges,
unamortized debt discount and capitalized research and development costs.

Interest
Payment Date means, (a) as to any Eurodollar Rate Segment, (i) the last
day of each Interest Period applicable to such Segment and the Term Loan
Maturity Date; provided,however, that if any Interest Period for
a Eurodollar Rate Segment 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 (ii) each Term Loan Increase Effective Date to the
extent required pursuant to Section 2.13(e); and (b) as to any Base Rate
Segment, the last Business Day of each March, June, September and December and
the Term Loan Maturity Date.

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

| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) any
 Interest Period that would otherwise end on a day that is not a Business Day
 shall be extended to the next succeeding Business Day unless such Business
 Day falls in another calendar month, in which case such Interest Period shall
 end on the next preceding Business Day;                       
| |                                                                                                                                                                                                                                                                                                                 
| | (b) any
 Interest Period that begins on the last Business Day of a calendar month (or
 on a day for which there is no numerically corresponding day in the calendar
 month at the end of such Interest Period) shall end on the last Business Day
 of the calendar month at the end of such Interest Period; and
| |                                                                                                                                                                                                                                                                                                                 
| | (c) no
 Interest Period shall extend beyond the Term Loan Maturity Date.                                                                                                                                                                                                                                        

Interest
Rate Change Date means Monday of each week; provided, however, that
if such date is not a Business Day, then the Interest Rate Change Date shall
be the next succeeding Business Day.

12

---



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

Investment
Transaction has the meaning set forth in Section 7.04.

IRS
means the United States Internal Revenue Service.

Joint
Venture means a corporation, partnership, joint venture or other similar
legal arrangement (whether created by contract or conducted through a separate
legal entity) now or hereafter formed by the Borrower or any of its
Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.

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

Lender
has the meaning specified in the introductory paragraph hereto, and includes
any Lender pursuant to a joinder agreement provided for in Section 2.13.

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.

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 of any kind or nature
whatsoever (including any conditional sale or other title retention agreement,
and any financing lease having substantially the same economic effect as any of
the foregoing).

Loan
Documents means this Agreement, each Term Loan Note and the Fee Letter.

Loan
Notice means a notice of a Borrowing of a Term Loan signed by a
Responsible Officer, which shall be substantially in the form of Exhibit A.

Margin
Stock means margin stock as such term is defined in Regulation T, U or X
of the FRB.

13

---



Material
Adverse Effect means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of the Borrower
and its Subsidiaries taken as a whole; (b) a material impairment of the ability
of the Borrower to perform its obligations under any Loan Document to which it
is a party; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability against the Borrower of any Loan Document to
which it is a party.

Maximum
Term Loan Facility means the original principal amount of the Term Loan
Facility giving effect to any Term Loan Increases pursuant to Section 2.13.

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

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

Obligations
means all debts, liabilities, obligations, covenants and duties of, the
Borrower arising under any Loan Document or otherwise with respect to any Term
Loan, 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, on any date, the aggregate outstanding principal amount of
the Term Loans after giving effect to the Borrowing of the Term Loan on the
Closing Date and on each Term Loan Increase Effective Date permitted by Section
2.13, and any prepayments or repayments of the Term Loan (or any Segment)
occurring on such date.

14

---



Overnight
Rate means, for any day, the greater of (a) the Federal Funds Rate and (b)
an overnight rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.

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.

Permitted
Liens has the meaning specified in Section 7.01.

Permitted
Receivables Facility means one or more accounts receivable securitization
arrangements which provide for (a) the sale of accounts receivable and any
related property by the Borrower and/or any of its Subsidiaries to a financing
party or a special purpose vehicle and (b) if a special purpose vehicle is
used in any such arrangements, the granting of a security interest in accounts
receivables and any related property by such special purpose vehicle and/or the
granting of a security interest by the Borrower or such Subsidiary in any such
related property; provided however, that the sum of the aggregate
net unrecovered investment and the aggregate outstanding advances from the
financing parties under such accounts receivable securitization arrangements
shall not exceed $150,000,000.

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.

Pro
Rata Term Share means, with respect to each Lender at any time, the
percentage (carried out to the ninth decimal place) of the principal amount of
the Term Loan funded by such Lender, including any increases to the Term Loan
Facility permitted by Section 2.13, and outstanding at such time, or the
principal amount of the Term Loan assigned to such Lender, as applicable. The initial Pro Rata Term Share of each
Lender on the Closing Date 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.

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

15

---



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

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

Required
Lenders means, as of any date of determination, Lenders having more than
50% of the Outstanding Amount of the Term Loans; provided that the
Outstanding Amount of the Term Loan held or deemed held by any Defaulting
Lender (other than, for purposes of this definition only, any Lender that would
be classified as a Defaulting Lender (x) under clause (c) of the
definition thereof by virtue of such Lender having an Affiliate that has been
deemed insolvent or having an Affiliate that becomes the subject of a
bankruptcy, insolvency or similar proceeding or (y) under clause (d) of
the definition thereof) shall be excluded for purposes of making a
determination of Required Lenders.

Responsible
Officer means the chief executive officer, president, chief financial
officer, treasurer or assistant treasurer of the Borrower. Any document
delivered hereunder that is signed by a Responsible Officer 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.

Restricted
Payment means any dividend or other distribution (whether in cash,
securities or other property) with respect to any capital stock or other equity
interest of the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such capital stock or other equity interest or of any
option, warrant or other right to acquire any such capital stock or other
equity interest.

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.

Segment
means a portion of any Term Loan (or all thereof) with respect to which a
particular interest rate is (or is proposed to be) applicable.

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.

16

---



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).

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 (including backup withholding), assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.

Term
Loan Facility means the facility described in Section 2.01
providing for an advance of the Term Loan to the Borrower by the Lenders on the
Closing Date in the original principal amount of $360,000,000, subject to
adjustments and/or increases as herein provided.

Term
Loan Increase has the meaning specified in Section 2.13.

Term
Loan Increase Effective Date has the meaning specified in Section 2.13.

17

---



Term
Loan Interest Rate Selection Notice means the written notice delivered by
a Responsible Officer in connection with the election of any Interest Period
for any Eurodollar Rate Segment or the conversion of any Segment from one Type
to another, which, if in writing, shall be substantially in the form of Exhibit
B.

Term
Loan Maturity Date means (a) December 18, 2011, or (b) such earlier date
upon which the Outstanding Amounts under the Term Loan Facility, including all
accrued and unpaid interest, are paid in full in accordance with the terms
hereof; provided that, if any such date is not a Business Day, then the
Term Loan Maturity Date shall be the next preceding Business Day.

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

Term
Loans means, collectively and as the context may require, the loans made
by the Lenders to the Borrower pursuant to the Term Loan Facility in accordance
with Section 2.01 and Section 2.13.

Total
Outstandings means the aggregate Outstanding Amount of all Term Loans.

Type
means, with respect to any Segment, its character as a Base Rate Segment or a
Eurodollar Rate Segment.

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.

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
meanings of defined terms are equally applicable to the singular and plural
forms of the defined terms.

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

| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
 Article, Section, Exhibit and Schedule references are to the Loan Document in
 which such reference appears.                                                                                                       
|
| | (iii)
 The term including is by way of example and not limitation.                                                                                                                                                     
|
| | (iv)
 The term documents includes any and all instruments, documents,
 agreements, certificates, notices, reports, financial statements and other
 writings, however evidenced, whether in physical or electronic form.

18

---



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

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

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

1.04
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
References to Agreements and Laws. Unless otherwise
expressly provided herein, (a) references to Organization Documents, agreements
(including the Loan Documents) and other contractual instruments shall be
deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.

1.06
Times of Day. Unless otherwise specified, all
references herein to times of day shall be references to Eastern time (daylight
or standard, as applicable).

19

---



ARTICLE II. 
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01
Term Loan.

(a) Subject
to the terms and conditions of this Agreement, each Lender severally agrees to
make an advance of its Pro Rata Term Share of the Term Loan to the Borrower on
the Closing Date, and from the Closing Date to the Term Loan Maturity Date, to
convert and continue Segments from time to time in accordance with the terms
hereof. The principal amount of each Segment of the Term Loan outstanding
hereunder from time to time shall bear interest, and the Term Loan shall be
repayable, in each case, as herein provided. No amount of the Term Loan repaid
or prepaid by the Borrower may be reborrowed hereunder, and no subsequent
advance under the Term Loan Facility shall be allowed after the advance of the
Term Loan on the Closing Date except as otherwise permitted by Section 2.13.
Segments of the Term Loan may be Base Rate Segments or Eurodollar Rate Segments
at the Borrowers election, as provided herein.

(b) Each
Lender shall, pursuant to the terms and subject to the conditions of this
Agreement, make the amount of its Pro Rata Term Share of the Term Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agents Office not later than 12:00 p.m. on the Closing Date.
The amount so received by the Administrative Agent shall, subject to the terms
and conditions of this Agreement, including without limitation the satisfaction
of all applicable conditions in Section 4.01, be made available to the
Borrower by delivery of the proceeds thereof as shall be directed by a
Responsible Officer. The Borrowing of the Term Loan on the Closing Date shall
be a Eurodollar Rate Segment with an Interest Period of one month; provided
that, not later than three (3) Business Days prior to the date that is then
anticipated to be the Closing Date, the Administrative Agent has received from
the Borrower a Loan Notice, with respect thereto, together with the Borrowers
written acknowledgement in form and substance satisfactory to the
Administrative Agent that the provisions of Section 3.05 hereof shall
apply to any failure by the Borrower to borrow on the date set forth in such
Loan Notice any or all of the amounts specified in such Loan Notice.

20

---



2.02
Borrowings, Conversions and Continuations of Term Loans.

(a) The
initial Term Loan Borrowing on the Closing Date, and any subsequent Term Loan
Borrowing pursuant to a Term Loan Increase on a Term Loan Increase Effective
Date, if applicable, shall be made upon the Borrowers irrevocable notice to
the Administrative Agent, which may be given by telephone. Each conversion of
Segments from one Type to the other and each continuation of Eurodollar Rate
Segments 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 12:00 noon (i) three
Business Days prior to the requested date of the Borrowing under the Term Loan
(including a Borrowing under any Term Loan Increase, if applicable) of
Eurodollar Rate Segments, any conversion to or continuation of Eurodollar Rate
Segments or of any conversion of Eurodollar Rate Segments to Base Rate
Segments, and (ii) on the requested date of any Borrowing under the Term Loan
Facility (including a Borrowing under any Term Loan Increase, if applicable) of
Base Rate Segments. 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 Loan Notice (for any Term Loan Borrowing) or a Term Loan Interest
Rate Selection Notice (for each subsequent election of any Interest Period for
any Eurodollar Rate Segment or the conversion of any Segment from one Type to
another), in each case as applicable and appropriately completed and signed by
a Responsible Officer. Each Borrowing of, conversion to or continuation of
Eurodollar Rate Segments shall be in a principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion
to Base Rate Segments shall be in a principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) the
requested date of the Borrowing (which shall be a Business Day), (ii) the
principal amount of the Term Loans to be borrowed, and (iii) if applicable, the
duration of the Interest Period with respect thereto. Each Term Loan Interest
Rate Selection Notice shall specify (i) whether the Borrower is requesting a
conversion of Segments from one Type to the other, or a continuation of
Eurodollar Rate Segments, (ii) the requested date of the conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Segments to be converted or continued, (iv) the Type of
Segments to which existing Segments are to be converted or continued, and (v)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Term Loan in a Loan Notice or a Type of
Segment in a Term Loan Interest Rate Selection Notice, then the applicable Term
Loans or Segments shall be made as Base Rate Segments. If the Borrower fails to
give a timely notice requesting a conversion or continuation of Eurodollar Rate
Segments, then the applicable Segments shall be made as, or converted to, Base
Rate Segments. Any automatic conversion to Base Rate Segments shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Segments. If the Borrower requests a
Borrowing of, conversion to, or continuation of Eurodollar Rate Segments in any
such Loan Notice or Term Loan Interest Rate Selection 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 Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount of its Pro Rata Term Share of the applicable
Term Loans. Following receipt of a Term Loan Interest Rate Selection Notice,
the Administrative Agent shall promptly notify each Lender of the details of
any conversion or continuation, 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 Segments or
continuation of Eurodollar Rate Segments, in each case as described in the
preceding subsection. Upon satisfaction of the applicable conditions set forth
in Article IV, 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.

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

21

---



(d) The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Segments
upon determination of such interest rate. The determination of the Eurodollar
Rate by the Administrative Agent shall be conclusive in the absence of manifest
error. At any time that Base Rate Segments are outstanding, the Administrative
Agent shall notify the Borrower and the Lenders of any change in the Base Rate
with regards to the Alternative Base Rate or whether the Alternative Base Rate
is used to determine the Base Rate, and 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 Borrowings, all conversions of Segments from one Type to
the other, and all continuations of Segments as the same Type, there shall not
be more than ten Interest Periods in effect with respect to the Term Loans and
the Segments thereof.

2.03
[Intentionally Omitted].

2.04
Prepayments. The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay Term
Loans in whole or in part without premium or penalty; provided that (a)
such notice must be received by the Administrative Agent not later than 12:00
p.m. noon (i) three Business Days prior to any date of prepayment of Eurodollar
Rate Segments, and (ii) on the date of prepayment of Base Rate Segments; (b)
any prepayment of Eurodollar Rate Segments shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (c) any
prepayment of Base Rate Segments shall be in a principal amount of $500,000 or
a whole multiple of $100,000 in excess thereof or, in each case, if less, the
entire principal amount thereof then outstanding. Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Term Loans to
be prepaid and, if Eurodollar Rate Segments are to be prepaid, the Interest
Period(s) of such Eurodollar Rate Segments. The Administrative Agent will
promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lenders Pro Rata Term Share of such prepayment. If such notice
is given, 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 Segment 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 Term Loans of the Lenders in accordance with their respective
Pro Rata Term Shares and in inverse order of required principal payments.

2.05
[Intentionally Omitted].

2.06
Repayment of Term Loans. The Borrower shall make
principal payments on the Term Loans in installments on the dates (or, if such
date is not a Business Day, the next preceding Business Day) and in the amounts
set forth below:

22

---



|                        |  |                                                     
|----------------------- |  | ----------------------------------------------------
|Date                    |  | Principal Payment                                   
|March 31, 2009          |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|June 30, 2009           |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|September 30, 2009      |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|December 31, 2009       |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|March 31, 2010          |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|June 30, 2010           |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|September 30, 2010      |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|December 31, 2010       |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|March 31, 2011          |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|June 30, 2011           |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|September 30, 2011      |  | Five Percent (5%) of the
 Maximum Term Loan Facility
|Term Loan Maturity Date |  | All remaining amounts
 outstanding                  

2.07
Interest.

(a) Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate
Segment 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; and (ii) each Base Rate
Segment shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus
the Applicable Rate.

(b) If any
amount 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, 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. Furthermore, if required by
the Required Lenders and after written notice to the Borrower, 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. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

(c)
Interest on each Term Loan shall be due and payable in arrears on 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.

2.08
Fees.

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

23

---



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

2.09
Computation of Interest and Fees. All computations of
interest for Base Rate Segments 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 Term
Loan for the day on which the Term Loan is made, and shall not accrue on a Term
Loan, or any portion thereof, for the day on which the Term Loan or such
portion is paid, provided that any Term Loan that is repaid on the same
day on which it is made shall, subject to Section 2.11(a), bear interest
for one day.

2.10
Evidence of Debt. The Term Loans 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 Term Loans 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 to the Borrower through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Term Loan Note, which shall evidence such Lenders Term
Loans in addition to such accounts or records. Each Lender may attach schedules
to its Term Loan Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Term Loans and payments with respect thereto.

2.11
Payments Generally.

(a) All
payments to be made by the Borrower shall be made without condition or
deduction for any counterclaim, defense, recoupment or set-off. 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 Pro Rata Term Share (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.

(b) 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.

24

---



(c)      (i)
Funding by Lenders; Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing of Eurodollar Rate Segments (or, in the case of
any Borrowing of Base Rate Segments, prior to 12:00 noon on the date of such
Borrowing) that such Lender will not make available to the Administrative Agent
such Lenders share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with Section
2.01 or 2.02, as applicable, 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 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 Overnight Rate, plus
any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case of a
payment to be made by the Borrower, the interest rate applicable to Base Rate
Segments. 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
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lenders Pro Rata Term Share of the Term Loan included in such 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 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 the amount due. In such event, if the
 Borrower has not in fact made such payment, then each of the Lenders
 severally agrees to repay to the Administrative Agent forthwith on demand the
 amount so distributed to such Lender 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 Overnight Rate.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A
 notice of the Administrative Agent to any Lender or the Borrower with respect
 to any amount owing under this subsection (c) shall be conclusive,
 absent manifest error.                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d)
 If any Lender makes available to the Administrative Agent funds for any Term
 Loan to be made by such Lender to the Borrower as provided in the foregoing
 provisions of this Article II, and such funds are not made available
 to the Borrower by the Administrative Agent because the conditions to the
 applicable Borrowing 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.

25

---



(e) The
obligations of the Lenders hereunder to fund their respective Pro Rata Term
Share of the Term Loan and to make payments pursuant to Section 10.04(c)
are several and not joint. The failure of any Lender to fund their respective
Pro Rata Term Share of the Term Loan 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 fund its respective Pro Rata
Term Share of the Term Loan or to make its payment under Section 10.04(c).

(f) Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Term
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 Term Loan in any
particular place or manner.

2.12 Sharing of Payments. If, other
than as
expressly provided elsewhere herein, any Lender shall obtain on account of the
Term Loans made by it, any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Administrative Agent of such fact, and (b) purchase from the
other Lenders such participations in the Term Loans made by them as shall be
necessary to cause such purchasing Lender to share the excess payment in
respect of such Term Loans or such participations, as the case may be, pro rata
with each of them; provided, however, that if all or any portion
of such excess payment is thereafter recovered from the purchasing Lender under
any of the circumstances described in Section 10.05 (including pursuant
to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall
repay to the purchasing Lender the purchase price paid therefor, together with
an amount equal to such paying Lenders ratable share (according to the
proportion of (i) the amount of such paying Lenders required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered, without further interest thereon. The Borrower agrees that
any Lender so purchasing a participation from another Lender may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to Section 10.08) with respect to such
participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will
keep records (which shall be conclusive and binding in the absence of manifest
error) of participations purchased under this Section and will in each case
notify the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section shall from and after such
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

2.13 Increase to Outstanding Amount of the Term
Loan.

(a) Request
for Increase. Provided there exists no Default, the Borrower may, by
delivery to the Administrative Agent of a written notice signed by a
Responsible Officer (whereupon the Administrative Agent shall promptly deliver
a copy to each of the Lenders), request an increase in the Outstanding Amount
of the Term Loan Facility by an amount (for all such requests) not exceeding
$440,000,000 (the Term Loan
Increase); provided that (i) each such request for a Term Loan
Increase shall be in a principal amount not less than $5,000,000; (ii) the
Borrower may make a maximum of two (2) such requests; and (iii) all such
requests shall be received by Administrative Agent on or prior to March 1,
2009. Any such notice shall set forth the amount of the Term Loan Increase
requested by the Borrower. At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall 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). Any increase in the Outstanding Amount of the Term Loan Facility as
provided for hereunder shall, upon issuance, be and become part of, and added
to, the Term Loan Facility.

26

---



(b) Lender
Elections to Term Loan Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to
increase its Outstanding Amount under the Term Loan Facility and, if so,
whether by an amount equal to, greater than, or less than its Pro Rata Term
Share of such requested increase. Any such Lender not responding within such
time period shall be deemed to have declined to increase its Outstanding Amount
under the Term Loan Facility.

(c) Notification
by Administrative Agent; Additional Lenders. The Administrative Agent shall
notify the Borrower and each Lender of such Lenders responses to each request
made hereunder. To achieve the full amount of a requested Term Loan Increase,
the Borrower may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance reasonably satisfactory
to the Administrative Agent and its counsel; provided however,
that any such additional Eligible Assignees shall only be entitled to acquire
Pro Rata Term Share amounts declined or deemed to be declined by existing
Lenders.

(d) Effective
Date and Allocations. If the Term Loan Facility is increased in accordance
with this Section, the Administrative Agent and the Borrower shall determine
the effective date (the Term Loan 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 Term Loan Increase Effective Date.

(e) Conditions
to Effectiveness of Term Loan Increase. The effectiveness of the Term Loan
Increase shall be conditioned upon satisfaction of each of the conditions set
forth in Section 4.02. Interest on each Eurodollar Rate Segment
outstanding shall be due and payable in arrears on the Term Loan Increase
Effective Date (and the Borrower shall pay any additional amounts required
pursuant to Section 3.05) to the extent necessary to keep the
outstanding Term Loans ratable with any revised Pro Rata Term Shares arising
from any nonratable increase under this Section.

(f) Use
of Proceeds. The proceeds of the Term Loans pursuant to any Term Loan
Increase will be used in accordance with Section 6.11.

(g) Conflicting
Provisions. This Section shall supersede any provisions in Section 2.12
or 10.01 to the contrary.

27

---



ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a)
Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

|                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                 | (i) Any
 and all payments by or on account of any obligation of the respective Borrower
 hereunder or under any other Loan Document shall to the extent permitted by
 applicable Laws be made free and clear of and without reduction or
 withholding for any Taxes. If, however, applicable Laws require the Borrower
 or the Administrative Agent to withhold or deduct any Tax, such Tax shall be
 withheld or deducted in accordance with such Laws as determined by the
 Borrower or the Administrative Agent, as the case may be, upon the basis of
 the information and documentation to be delivered pursuant to subsection
 (e) below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                 | (ii) If
 the Borrower or the Administrative Agent shall be required by the Code to
 withhold or deduct any Taxes, including both United States Federal backup
 withholding and withholding taxes, from any payment, then (A) the
 Administrative Agent shall withhold or make such deductions as are determined
 by the Administrative Agent to be required based upon the information and
 documentation it has received pursuant to subsection (e) below, (B)
 the Administrative Agent shall timely pay the full amount withheld or
 deducted to the relevant Governmental Authority in accordance with the Code,
 and (C) to the extent that the withholding or deduction is made on account of
 Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be
 increased as necessary so that after any required withholding or the making
 of all required deductions (including deductions applicable to additional
 sums payable under this Section) the Administrative Agent receives an amount
 equal to the sum it would have received had no such withholding or deduction
 been made.
|                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(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 Laws.
|                                                                                                                                                                                                                                
|(c)
 Tax Indemnifications.                                                                                                                                                                                                      
|                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                 | (i)
 Without limiting the provisions of subsection (a) or (b) above,
 the Borrower shall, and does hereby, indemnify the Administrative Agent and
 each Lender, and shall make payment in respect thereof within thirty 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 or such Lender, as the case may be, and any penalties,
 interest and reasonable expenses arising therefrom or with respect thereto,
 whether or not such Indemnified Taxes or Other Taxes were correctly or legally
 imposed or asserted by the relevant Governmental Authority. A certificate as
 to the amount of any such payment or liability delivered to the Borrower by a
 Lender (with a copy to the Administrative Agent), or by the Administrative
 Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
 manifest error.                                                                     

28

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
 Without limiting the provisions of subsection (a) or (b) above,
 each Lender shall, and does hereby, indemnify the Borrower and the
 Administrative Agent, and shall make payable in respect thereof within thirty
 days after demand therefore, against any and all Taxes and any and all
 related losses, claims, liabilities, penalties, interest and expenses
 (including the fees, charges and disbursements of any counsel for the
 Borrower or the Administrative Agent) incurred by or asserted against the
 Borrower or the Administrative Agent by any Governmental Authority as a
 result of the failure by such Lender to deliver, or as a result of the
 inaccuracy, inadequacy or deficiency of, any documentation required to be
 delivered by such Lender to the Borrower or the Administrative Agent pursuant
 to subsection (e). Each Lender hereby authorizes the Administrative
 Agent to set off and apply any and all amounts at any time owing to such
 Lender under this Agreement or any other Loan Document against any amount due
 to the Administrative Agent under this clause (ii). The agreements in
 this clause (ii) shall survive the resignation and/or replacement of
 the Administrative Agent, any assignment of rights by, or the replacement of,
 a Lender and the repayment, satisfaction or discharge of all other
 Obligations.

(d)
Evidence of Payments. Upon request by the Borrower or the Administrative Agent,
as the case may be, after any payment of Taxes by the Borrower or by the
Administrative Agent to a Governmental Authority as provided in this Section
3.01, the Borrower shall deliver to the Administrative Agent or the
Administrative Agent shall deliver to the Borrower, as the case may be, the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of any return required by Laws to report such
payment or other evidence of such payment reasonably satisfactory to the
Borrower or the Administrative Agent, as the case may be.

(e)
Status of Lenders; Tax Documentation.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Each Lender shall deliver to the Borrower and to the
 Administrative Agent, at the time or times prescribed by applicable Laws or
 when reasonably requested by the Borrower or the Administrative Agent, such
 properly completed and executed documentation prescribed by applicable Laws
 or by the taxing authorities of any jurisdiction and such other reasonably
 requested information as will permit the Borrower or the Administrative
 Agent, as the case may be, to determine (A) whether or not payments made by
 the Borrower hereunder or under any other Loan Document are subject to Taxes,
 (B) if applicable, the required rate of withholding or deduction, and (C)
 such Lenders entitlement to any available exemption from, or reduction of,
 applicable Taxes in respect of all payments to be made to such Lender by the
 Borrower pursuant to this Agreement or otherwise to establish such Lenders
 status for withholding tax purposes in the applicable jurisdictions.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii) Without limiting the generality of the foregoing, if the
 Borrower is resident for tax purposes in the United States,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

29

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (A) any
 Lender that is a United States person within the meaning of Section
 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative
 Agent executed originals of Internal Revenue Service Form W-9 or such other
 documentation or information prescribed by applicable Laws or reasonably
 requested by the Borrower or the Administrative Agent as will enable the
 Borrower or the Administrative Agent, as the case may be, to determine
 whether or not such Lender is subject to backup withholding or information
 reporting requirements; and                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (B) each
 Foreign Lender that is entitled under the Code or any applicable treaty to an
 exemption from or reduction of withholding tax with respect to payments
 hereunder or under any other Loan Document 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:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (C)      (I)
 executed originals 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)
 executed originals of Internal Revenue Service Form W-8ECI,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (III)
 executed originals of Internal Revenue Service Form W-8IMY and all required
 supporting documentation,                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (IV) 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) executed originals of Internal Revenue Service Form W-8BEN, or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (V)
 executed originals of any other form prescribed by applicable Laws as a basis
 for claiming exemption from or a reduction in United States Federal
 withholding tax together with such supplementary documentation as may be prescribed
 by applicable Laws to permit the Borrower or the Administrative Agent to
 determine the withholding or deduction required to be made.                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
 Each Lender shall promptly (A) notify the Borrower and the Administrative
 Agent of any change in circumstances which would modify or render invalid any
 claimed exemption or reduction, and (B) take such steps as shall not be
 materially disadvantageous to it, in the reasonable judgment of such Lender,
 and as may be reasonably necessary (including the re-designation of its
 Lending Office) to avoid any requirement of applicable Laws of any
 jurisdiction that the Borrower or the Administrative Agent make any
 withholding or deduction for taxes from amounts payable to such Lender.

30

---



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

(f) Treatment
of Certain Refunds. Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender, or have any obligation to pay to any Lender, any refund of
Taxes withheld or deducted from funds paid for the account of such Lender. If
the Administrative Agent or any Lender determines, in its sole 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 reasonable
out-of-pocket expenses incurred and documented by the Administrative Agent or
such Lender related thereto, 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 or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent or such Lender
in the event the Administrative Agent or such Lender is required to repay such
refund to such Governmental Authority. This subsection shall not be construed
to require the Administrative Agent or any Lender to make available its tax
returns (or any other information relating to its taxes 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 Segments, or to determine or charge
interest rates based upon the Eurodollar Rate, or to determine or charge
interest rates based upon the Alternative Base 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
eurodollar 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 Segments or, in the case of Eurodollar Rate Segments,
to convert Base Rate Segments to Eurodollar Rate Segments, or, if such notice
relates to the unlawfulness or asserted unlawfulness of charging interest based
on the Alternative Base Rate, to make Base Rate Segments as to which the
interest rate is determined with reference to the Alternative Base Rate 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 Segments of such Lender, and all Base Rate Segments
as to which the interest rate is determined with reference to the Alternative
Base Rate, to Base Rate Segments as to which the rate of interest is not
determined with reference to the Alternative Base Rate, either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to
maintain such Eurodollar Rate Segments to such day, or immediately, if such
Lender may not lawfully continue to maintain such Eurodollar Rate Segments or
Base Rate Segments. Notwithstanding the foregoing and despite the illegality
for such a Lender to make, maintain or fund Eurodollar Rate Segments or Base
Rate Segments as to which the interest rate is determined with reference to the
Alternative Base Rate, that Lender shall remain committed to make Base Rate
Segments (as to which the rate of interest is not determined with reference to
the Alternative Base Rate) and shall be entitled to recover interest at the
Base Rate (determined without reference to the Alternative Base Rate). Upon any
such prepayment or conversion, the Borrower shall also pay accrued interest on
the amount so prepaid or converted.

31

---



3.03 Inability to Determine Rates.
If the
Required Lenders determine that for any reason in connection with any request
for a Eurodollar Rate Segment 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 Segment, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Segment or in connection with a Base Rate Segment
as to which the interest rate is determined with reference to the Alternative
Base Rate, or (c) the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Segment does not adequately and fairly
reflect the cost to such Lenders of funding such Eurodollar Rate Segment, the
Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Segments and Base Rate Segments as to which the interest rate is determined
with reference to the Alternative Base Rate 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
Segments or, failing that, will be deemed to have converted such request into a
request for a Borrowing of Base Rate Segments (as to which the rate of interest
is not determined with reference to the Alternative Base Rate) in the amount
specified therein.

3.04 Increased Cost and Reduced Return; Capital
Adequacy.

(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 reflected in the Eurodollar Rate,
 other than as set forth below);

32

---



| |                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)
 subject any Lender to any tax of any kind whatsoever with respect to this
 Agreement or any Eurodollar Rate Segment made by it, or change the basis of
 taxation of payments to such Lender (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
| |                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)
 impose on any Lender or the London interbank market any other condition, cost
 or expense affecting this Agreement or Eurodollar Rate Segments made by such
 Lender;                                                                                                                                                                                               

and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurodollar Rate Segment, or to
increase the cost to such Lender, or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender, the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.

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

(c)
Certificates for Reimbursement; Reimbursement Limitation. A certificate of a
Lender (i) setting forth the amount or amounts necessary to compensate such
Lender or its holding company, as the case may be, as specified in subsection
(a) or (b) of this Section and (ii) stating in reasonable detail the
basis for the charges and the method of computation, and delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such
Lender the amount shown as due on any such certificate within thirty days after
receipt thereof. Notwithstanding any other provisions of this Section 3.04,
no Lender shall demand compensation for any increased cost, charge or reduction
under subsection (a) and (b) of this Section if it shall not at
the time be the general policy of such Lender to demand such compensation in
similar circumstances under comparable provisions of other credit agreements,
and each Lender shall in good faith endeavor to allocate increased costs or
reductions fairly among all of its affected commitments and credit extensions (whether
or not it seeks compensation from all affected borrowers).

33

---



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

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 Term Loan other than a
Base Rate Segment on a day other than the last day of the Interest Period for
such Term 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 Term Loan) to prepay, borrow, continue or convert any Term Loan other
than a Base Rate Segment on the date or in the amount notified by the Borrower;
or

(c) any
assignment of a Eurodollar Rate Segment 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 10.14;

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 Term Loan, 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 for services actually performed 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 Segment made by it at the Eurodollar Rate for such Term 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 Segment was in fact so funded.

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 Term Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the good faith 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 otherwise be materially
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.

34

---



(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
10.14.

3.07 Survival. All of the Borrowers
obligations under this Article III shall survive repayment of all
Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV.
CONDITIONS PRECEDENT TO TERM LOANS

4.01 Conditions of Term Loan on Closing
Date.
The obligation of each Lender to make its initial Term Loan on the Closing Date
hereunder is subject to satisfaction of the following conditions precedent:

(a) The
Administrative Agents receipt of the following, each of which shall be
originals or facsimiles (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
 Term Loan Note executed by the Borrower in favor of each Lender requesting a
 Term Loan 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 or formed, 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 could not reasonably be expected to have a Material
 Adverse Effect;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v)
 favorable opinions of Pamela S. Krop, General Counsel of the Borrower, and Dorsey & Whitney, LLP, special
 counsel to the Borrower, each addressed to the Administrative Agent and each
 Lender, in the form of Exhibit F;                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (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 the Borrower 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;                                                           

35

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii) a
certificate signed by a Responsible Officer certifying (A) that the
representations and warranties of the Borrower contained in Article V of this
Agreement, or any other Loan Document, or which are contained in any document
furnished at any time under or in connection herewith or therewith, 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 shall be true and correct as of such earlier date, and except
that for purposes of this Section 4.01, the representations and warranties contained
in subsection (a) of Section 5.11 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01, (B) no Default exists, or would result from such proposed
Borrowing, (C) that there has
been no event or circumstance since September 27, 2008 that has had or could
be reasonably expected to have, either individually or in the aggregate, a
Material Adverse Effect, and (D) the current Debt Ratings;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (viii)
 evidence that all insurance required to be maintained pursuant to the Loan
 Documents has been obtained and is in effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ix) a
 Compliance Certificate for the Borrower and its Subsidiaries, prepared as of
 the last day of the fiscal quarter thereof ended most recently prior to the
 Closing Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (x)
 a Loan Notice in accordance with the requirements hereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (xi) such
 other assurances, certificates, documents, consents or opinions as the
 Administrative Agent or the Required Lenders reasonably may require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

(c) Unless
waived by the Administrative Agent, the Borrower shall have paid all Attorney
Costs of the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of Attorney Costs as shall
constitute its reasonable estimate of Attorney Costs 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).

Without
limiting the generality of the provisions of Section 9.03, 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 of Term Loan
Increase. The
obligation of each Lender to honor any Loan Notice pursuant to a Term Loan
Increase is subject to the following conditions precedent:

36

---



(a) The
Administrative Agents receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer, each dated the Term
Loan Increase Effective Date and each in form and substance satisfactory to the
Administrative Agent and each of the Lenders acquiring a Pro Rata Term Share of
the Term Loan Increase:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) a
 Term Loan Note executed by the Borrower in favor of each Lender requesting a
 Term Loan Note;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ii) a
 certificate signed by a Responsible Officer confirming that the resolutions,
 incumbencies and other matters certified to pursuant to Sections
 4.01(a)(iii) and (iv) remain valid and in full force and effect
 (or, if changed, certifying to such chance);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iii) a
 certificate signed by a Responsible Officer certifying (A) that the
 representations and warranties of the Borrower contained in Article V
 of this Agreement, or any other Loan Document, or which are contained in any
 document furnished at any time under or in connection herewith or therewith,
 are true and correct on and as of the date thereof, 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 subsection (a) of Section 5.11 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, or would result from such proposed Borrowing;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (iv) a
 Loan Notice in accordance with the requirements hereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (v) such
 other assurances, certificates, documents, consents or opinions as the
 Administrative Agent reasonably may require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

(b) Any
fees required to be paid on or before the Term Loan Increase Effective Date
shall have been paid.

ARTICLE V.REPRESENTATIONS AND WARRANTIES

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

5.01
Corporate Existence and Power. The Borrower and each
Subsidiary thereof (other than Excluded Subsidiaries):

(a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its formation;

(b) has the
power and authority and all governmental licenses, authorizations, consents and
approvals to own its assets, carry on its business and to execute, deliver, and
perform its obligations under the Loan Documents;

37

---



(c) is duly
qualified and is licensed and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property or the conduct
of its business requires such qualification or license; and

(d) is in
compliance with all Laws; except, in each case referred to in clause (a),
(b), (c) or (d), to the extent that the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

5.02
Authorization; No Contravention. The execution,
delivery and performance by the Borrower of this Agreement and each other Loan
Document have been duly authorized by all necessary corporate or other action,
and do not and will not:

(a)
contravene the terms of any of the Borrowers Organization Documents;

(b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, any document evidencing any Contractual Obligation to which the
Borrower is a party or any order, injunction, writ or decree of any
Governmental Authority to which the Borrower or its property is subject; or

(c) violate
any Laws.

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

5.04
Binding Effect. This Agreement and each other Loan
Document to which the Borrower is a party constitute the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors rights generally or by equitable principles relating to
enforceability.

5.05
Litigation. Except as specifically disclosed in Schedule
5.05, there are no actions, suits, proceedings, claims or disputes pending,
or to the best knowledge of the Borrower, threatened or contemplated, at law,
in equity, in arbitration or before any Governmental Authority, against the
Borrower or its Subsidiaries or any of their respective properties which:

(a) purport
to affect or pertain to this Agreement or any other Loan Document, or any of
the transactions contemplated hereby or thereby; or

(b) if
determined adversely to the Borrower or its Subsidiaries, would reasonably be
expected to have a Material Adverse Effect. No injunction, writ, temporary
restraining order or any order of any nature has been issued by any court or
other Governmental Authority purporting to enjoin or restrain the execution,
delivery or performance of this Agreement or any other Loan Document, or
directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.

38

---



5.06
No Default. No Default or Event of Default exists or
would result from the incurring of any Obligations by the Borrower. As of the
Closing Date, neither the Borrower nor any Subsidiary is in default under or
with respect to any Contractual Obligation in any respect which, individually
or together with all such defaults, could reasonably be expected to have a
Material Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under Section 8.01(e).

5.07
ERISA Compliance.

(a) Except
as specifically disclosed in Schedule 5.07, each Plan is in substantial
compliance in all material respects with the applicable provisions of ERISA,
the Code and other federal or state law. Each Plan which is intended to qualify
under Section 401 (a) of the Code has received a favorable determination letter
from the IRS and to the best knowledge of the Borrower, nothing has occurred
which would if not remedied (the time for such remedy not having yet expired)
cause the loss of such qualification.

(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 which has resulted or could reasonably be expected to result in a
Material Adverse Effect. There has been no prohibited transaction or other
violation of the fiduciary responsibility rule under ERISA with respect to any
Plan which could reasonably result in a Material Adverse Effect.

(c) Except
as specifically disclosed in Schedule 5.07, no ERISA Event has occurred
or is reasonably expected to occur with respect to any Pension Plan.

(d) Except
as specifically disclosed in Schedule 5.07, no Pension Plan has any
Unfunded Pension Liability.

(e) Except
as specifically disclosed in Schedule 5.07, neither the Borrower nor any
ERISA Affiliate has incurred, nor does either reasonably expect 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).

(f) Except
as specifically disclosed in Schedule 5.07, the Borrower has not
transferred any Unfunded Pension Liability to any Person or to the knowledge of
the Borrower otherwise engaged in a transaction subject to Section 4069 of
ERISA.

(g) No
trade or business (whether or not incorporated) under common control with the
Borrower within the meaning of Section 414(b), (c), (m) or (o) of the Code
maintains or contributes to any Pension Plan or other Plan subject to Section
412 of the Code. During the five year period ending on the Closing Date,
neither the Borrower nor any Person under common control with the Borrower (as defined in the preceding sentence) has
ever contributed to any multiemployer plan within the meaning of Section
4001(a)(3) of ERISA.

5.08
Use of Proceeds; Margin Regulations. The proceeds of
the Term Loans are to be used solely for the purposes set forth in and permitted
by Section 6.11 and Section 7.07. Neither the Borrower nor any
Subsidiary is generally engaged in the business of purchasing or selling Margin
Stock or extending credit for the purpose of purchasing or carrying Margin
Stock.

39

---



5.09
Title to Properties. The Borrower and each Subsidiary
have good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of
their respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect. As of the
Closing Date, the property of the Borrower and its Subsidiaries (other than
Excluded Subsidiaries) is subject to no Liens, other than Permitted Liens.

5.10
Taxes. The Borrower and its Subsidiaries (other than
Excluded Subsidiaries) have filed all federal and other material tax returns
and reports required to be filed, and have paid all federal 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. There
is no proposed tax assessment against the Borrower or any Subsidiary that
would, if made, have a Material Adverse Effect or that is not disclosed on Schedule
5.10.

5.11
Financial Condition.

(a) The
Audited Financial Statements, and the unaudited consolidated financial
statements of the Borrower and its Subsidiaries dated September 27, 2008, and
the related consolidated statements of income or operations, shareholders
equity and cash flows for the fiscal quarter ended on September 27, 2008
including the notes thereto and the accompanying Managements Discussion and
Analysis of Financial Condition and Results of Operations:

| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) were
 prepared in accordance with GAAP consistently applied throughout the period
 covered thereby, except as otherwise expressly noted therein, subject to
 ordinary, good faith year end audit adjustments in the case of such unaudited
 statements;                                         
| |                                                                                                                                                                                                                                                                                                     
| | (ii)
 fairly present the financial condition of the Borrower and its Subsidiaries
 as of the date thereof and results of operations for the period covered
 thereby; and                                                                                                                            
| |                                                                                                                                                                                                                                                                                                     
| | (iii)
 except as specifically disclosed in Schedule 5.11, show all material
 Indebtedness and other liabilities, direct or contingent, of the Borrower and
 its consolidated Subsidiaries as of the date thereof, including liabilities
 for taxes, material commitments and Contingent Obligations.
| |                                                                                                                                                                                                                                                                                                     

(b) Since
September 27, 2008, there has been no Material Adverse Effect.

5.12
Environmental Matters. Except as specifically
disclosed in Schedule 5.12, existing Environmental Laws and existing
Environmental Claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

5.13
Regulated Entities. Neither the Borrower, any Person
controlling the Borrower, nor any Subsidiary is an Investment Company within
the meaning of the Investment Companies Act of 1940. The Borrower is not
subject to any other federal or state statute or regulation limiting its
ability to incur Indebtedness.

40

---



5.14
No Burdensome Restrictions. Neither the Borrower nor
any Subsidiary is a party to or bound by any Contractual Obligation, or subject
to any restriction in any Organization Document, or any Requirement of Law,
which could reasonably be expected to have a Material Adverse Effect.

5.15
Copyrights, Patents, Trademarks and Licenses, Etc. The
Borrower and its Subsidiaries (other than Excluded Subsidiaries) own or are licensed or otherwise have the
right to use all of the patents, trademarks, service marks, trade names,
copyrights, contractual franchises, authorizations and other rights that are
reasonably necessary for the operation of their respective businesses, without
any conflict with the rights of any other Person that could reasonably be
expected to have a Material Adverse Effect. To the best knowledge of the
Borrower, no slogan or other advertising device, product, process, method,
substance, part or other material now employed, or now contemplated to be
employed, by the Borrower or any Subsidiary (other than an Excluded Subsidiary)
infringes upon any rights held by any other Person such that it could
reasonably be expected to have a Material Adverse Effect. Except as
specifically disclosed in Schedule 5.05, no claim or litigation
regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Borrower,
proposed, which, in either case, could reasonably be expected to have a
Material Adverse Effect.

5.16
Subsidiaries. As of the Closing Date, the Borrower has
no Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 and has no equity investments in any other corporation or entity other
than those permitted by Section 7.04(e) or specifically disclosed in
part (b) of Schedule 5.16.

5.17
Insurance. The properties of the Borrower and its
Subsidiaries (other than Excluded Subsidiaries) are insured either with
financially sound and reputable insurance companies or under legitimate and
responsible self-insurance programs, in such amounts, with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or
its Subsidiaries (other than Excluded Subsidiaries) operate.

5.18
Full Disclosure. None of the representations or
warranties made by the Borrower or any Subsidiary in the Loan Documents as of
the date such representations and warranties are made or deemed made, and none
of the statements contained in any exhibit, report, statement or certificate
furnished by or on behalf of the Borrower or any Subsidiary in connection with
the Loan Documents (including the offering and disclosure materials delivered
by or on behalf of the Borrower to the Lenders prior to the Closing Date),
contains any untrue statement of a material fact or omits any material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they are made, not misleading as of
the time when made or delivered.

5.19
Taxpayer Identification Number; Other Identifying Information.
The true and correct U.S. taxpayer identification number of the Borrower is set
forth on Schedule 10.02.

41

---



ARTICLE VI. 
AFFIRMATIVE COVENANTS

So long as
any Term Loan or other Obligation hereunder shall remain unpaid or unsatisfied,
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 (other than Excluded
Subsidiaries) to:

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

(a) as soon
as available, but not later than 90 days after the end of each fiscal year of
the Borrower, a copy of the audited 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 the opinion of Ernst &
Young LLP or another nationally-recognized independent public accounting firm
(Independent Auditor) which report shall state that such consolidated
financial statements present fairly the financial position for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years. Such opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any going concern or like
qualification or be qualified or limited because of a restricted or limited
examination by the Independent Auditor of any material portion of the Borrower
or any Subsidiarys records; and

(b) as soon
as available, but not later than 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Borrower, commencing with the
fiscal quarter ending March 31, 2009, a copy of the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal
quarter and the related consolidated statements of income and cash flows for
the period commencing on the first day and ending on the last day of such
fiscal quarter, and certified by a Responsible Officer as fairly presenting, in
accordance with GAAP (subject to ordinary, good faith year-end audit
adjustments), the financial position and the results of operations of the
Borrower and its Subsidiaries. As to any information contained in materials
furnished pursuant to Section 6.02(b), 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 subsections
(a) and (b) above at the times specified therein.

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

(a) (i)
concurrently with the delivery of the financial statements referred to in subsections
6.01(a) and (b), a Compliance Certificate, executed by a Responsible
Officer, which certifies, among other things, that no Default or Event of
Default has occurred and is continuing (except as described therein);

42

---



(b)
promptly, copies of all financial statements and reports that the Borrower
sends to its shareholders, and copies of all financial statements and regular,
periodical or special reports (including Forms 10K, 10Q and 8K) that the
Borrower or any Subsidiary may make to, or file with, the SEC;

(c)
promptly, such additional information regarding the business, financial or
corporate affairs of the Borrower or any Subsidiary as the Administrative
Agent, at the request of any Lender, may from time to time reasonably request;
and

(d)
promptly, written notice of the Borrowers receipt of a Debt Rating or any
change in such Debt Rating.

Documents
required to be delivered pursuant to Section 6.01(a) or (b) or Section
6.02(b) (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
IntraLinks/IntraAgency or another relevant 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 upon its request for itself and to each Lender that makes
a request to the Borrower to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent on behalf
of itself or such Lender and (ii) the Borrower shall notify (which may be by
facsimile or electronic mail) the Administrative Agent and each Lender 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(a) to the Administrative Agent for
itself and each of the Lenders. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

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

43

---



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

(a) of the
occurrence of any Default or Event of Default, and of the occurrence or
existence of any event or circumstance that is reasonably likely to become a
Default or Event of Default;

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

(c) of any
of the following events affecting the Borrower, together with a copy of any
notice with respect to such event that may be required to be filed with a
Governmental Authority and any notice delivered by a Governmental Authority to
the Borrower with respect to such event:

| |                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) an
 ERISA Event;                                                                                                                                                                            
| |                                                                                                                                                                                                 
| | (ii) the
 adoption of any new Pension Plan or other Plan subject to Section 412 of the
 Code;                                                                                                   
| |                                                                                                                                                                                                 
| | (iii) the
 adoption of any amendment to a Pension Plan or other Plan subject to Section
 412 of the Code that results in a material increase in contributions or
 Unfunded Pension Liability; or
| |                                                                                                                                                                                                 
| | (iv) the
 commencement of contributions to any Pension Plan or other Plan subject to
 Section 412 of the Code; and                                                                              

(d) of any
material change in accounting policies or financial reporting practices by the
Borrower or any of its consolidated Subsidiaries.

Each notice
under this Section shall be accompanied by a written statement by a Responsible
Officer setting forth details of the occurrence referred to therein, and
stating what action the Borrower or any affected Subsidiary proposes to take
with respect thereto and at what time. Each notice under Section 6.03(a) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been (or reasonably foreseeably will be)
breached or violated.

44

---



6.04
Preservation of Corporate Existence, Etc.

(a)
Preserve and maintain in full force and effect its corporate or other existence
and good standing under the laws of its state or jurisdiction of formation,
except with respect to any Subsidiary that is not the continuing or surviving
Person or any Subsidiary that disposes of all of its assets to another Person,
in each case in connection with transactions permitted by Section 7.03;

(b)
preserve and maintain in full force and effect all governmental rights,
privileges, qualifications, permits, licenses and franchises necessary or
desirable in the normal conduct of its business except in connection with
transactions permitted by Section 7.03 and sales of assets permitted by Section
7.02;

(c)
use reasonable efforts, in the ordinary course of business, to preserve its
business organization and goodwill, except with respect to any Subsidiary that
is not the continuing or surviving Person or any Subsidiary that disposes of
all of its assets to another Person, in each case in connection with
transactions permitted by Section 7.03; and

(d)
preserve or renew, to the extent permitted by Law, all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse Effect.

6.05
Maintenance of Property. Maintain, and preserve all
its property which is used or useful in its business in good working order and
condition, ordinary wear and tear excepted, and make all necessary repairs
thereto and renewals and replacements thereof except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect. The
Borrower and each Subsidiary (other than an Excluded Subsidiary) shall use the
standard of care typical in the industry in the operation and maintenance of
its facilities.

6.06
Insurance. Maintain, either with financially sound and
reputable independent insurers or under legitimate and responsible
self-insurance programs, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons; provided
that at all times during the term of this Agreement the Borrower shall maintain
insurance coverage with sound and reputable independent insurers or legitimate
and responsible self-insurance programs in substantially the same amounts and
covering substantially the same risks as the coverage existing on the Closing
Date which is specifically disclosed in Schedule 6.06. Upon request of
the Administrative Agent or any Lender, the Borrower shall furnish the
Administrative Agent, with sufficient copies for each Lender, at reasonable
intervals (but not more than once per calendar year) a certificate of the
Borrowers insurance broker setting forth the nature, extent and such other
information as the Administrative Agent may reasonably request regarding the
independent insurance maintained by the Borrower and its Subsidiaries (other
than Excluded Subsidiaries) in accordance with this Section 6.06.

6.07
Payment of Obligations. Pay and discharge as the same
shall become due and payable, all their respective obligations and liabilities
with respect to which the failure to make payment could reasonably be expected
to have a Material Adverse Effect, including (insofar as the same could reasonably
be expected to have a Material Adverse Effect):

45

---



(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 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, unless the same are being contested in good faith by appropriate
proceedings and adequate reserves in accordance with GAAP are being maintained
by the Borrower or such Subsidiary; and

(c)
all Indebtedness, as and when due and payable.

6.08
Compliance with Laws. Comply, in all material respects
with all requirements of Law of any Governmental Authority having jurisdiction
over it or its business (including the Federal Fair Labor Standards Act and
Regulation U issued by the FRB), except such as may be contested in good faith
or as to which a bona fide dispute may exist.

6.09
Inspection of Property and Books and Records. The
Borrower shall maintain and shall cause each Subsidiary (other than Excluded
Subsidiaries) to 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 and its Subsidiaries. The Borrower shall permit, and
shall cause each Subsidiary (other than Excluded Subsidiaries) to permit,
representatives and independent contractors of the Administrative Agent, at the
expense of the Borrower for one annual visit and inspection and at the expense
of the Administrative Agent for each more frequent visit and inspection, or any
Lender, at such Lenders expense, to visit and inspect any of their respective
properties, to examine their respective corporate, financial and operating
records, and make copies thereof or abstracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective 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,
when an Event of Default exists the Administrative Agent or any other agent or
representative appointed by the Required Lenders may do any of the foregoing at
the expense of the Borrower at any time during normal business hours and
without advance notice at the Borrowers expense.

6.10
Environmental Laws. The Borrower shall, and shall
cause each Subsidiary to, conduct its operations and keep and maintain its
property in compliance with all Environmental Laws (except for any
noncompliance which has not resulted or is not reasonably likely to result in a
Material Adverse Effect).

6.11
Use of Proceeds. Use the proceeds of the Term Loans
(a) to refinance outstandings under the Existing 2006 Multi-Year Credit Agreement;
(b) to pay fees and expenses relating to such financings; (c) for working
capital, capital expenditures, acquisitions, share repurchases and other
corporate purposes not in contravention of any Law or of any Loan Document; and
(d) for other lawful corporate purposes.

46

---



ARTICLE VII.
NEGATIVE COVENANTS

So
long as any Term Loan or other Obligation hereunder shall remain unpaid or
unsatisfied the Borrower shall not, nor shall it permit any Subsidiary (other
than an Excluded Subsidiary) to, directly or indirectly:

7.01
Limitation on 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 (Permitted Liens):

(a)
any Lien existing on property of the Borrower or any Subsidiary on the Closing
Date and set forth in Schedule 7.01 securing Indebtedness outstanding on
such date and any renewals or extensions thereof, provided that the
property covered thereby is not increased and, in the case of any Liens on
property of any Subsidiary whose Indebtedness is secured thereby, any renewal
or extension of the obligations secured or benefited thereby, if applicable, is
permitted by Section 7.05;

(b)
any Lien created under any Loan Document;

(c)
Liens for taxes, fees, assessments or other governmental charges which-are not
delinquent or remain payable without penalty, or to the extent that non-payment
thereof is permitted by Section 6.07, provided that no notice of lien
has been filed or recorded under the Code;

(d)
carriers, warehousemens, mechanics, landlords, materialmens, repairmens
or other similar Liens arising in the ordinary course of business which are not
delinquent or remain payable without penalty or which are being contested in
good faith and by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property subject thereto;

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

(f)
Liens on the property of the Borrower or any of its Subsidiaries securing (i)
the non-delinquent performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, (ii) contingent obligations on
surety and appeal bonds, and (iii) other non-delinquent obligations of a like
nature; in each case, incurred in the ordinary course of business, provided all
such Liens in the aggregate would not (even if enforced) cause a Material
Adverse Effect;

(g)
easements, rights-of-way, restrictions and other similar encumbrances incurred
in the ordinary course of business 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 interfere with the ordinary conduct of the
businesses of the Borrower and its Subsidiaries;

47

---



(h)
Liens on assets of companies which become Subsidiaries after the date of this
Agreement, provided,however, that such Liens existed at the time the
respective companies became Subsidiaries and were not created in anticipation
thereof, and any renewals or extensions thereof, provided that the property
covered thereby is not increased and, in the case of any Liens on property of
any Subsidiary whose Indebtedness is secured thereby, any renewal or extension
of the obligations secured or benefited thereby, if applicable, is permitted by
Section 7.05;

(i)
purchase money security interests on any property acquired or held by the
Borrower or any Subsidiary in the ordinary course of business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part
of the cost of acquiring such property; provided that (i) any such Lien
attaches to such property concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the property so acquired
in such transaction, (iii) the principal amount of the debt secured thereby
does not exceed 100% of the cost of such property, and (iv) the principal
amount of the Indebtedness secured by any and all such purchase money security
interests shall not at any time exceed $75,000,000;

(j)
Liens securing obligations in respect of capital leases on assets subject to
such leases, provided that such capital leases are otherwise permitted
hereunder;

(k)
Liens arising solely by virtue of any statutory or common law provision
relating to bankers liens, rights of set-off or similar rights and remedies as
to deposit accounts or other funds maintained with a creditor depository
institution; provided that (i) such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against access by
the Borrower in excess of those set forth by regulations promulgated by the
FRB, and (ii) such deposit account is not intended by either of the Borrower or
any Subsidiary to provide collateral to the depository institution;

(l)
other Liens on property, provided that the sum of the aggregate
Indebtedness secured by such Liens (exclusive of Indebtedness secured by Liens
permitted by clauses (a) through (k), (m) and (n)
hereof) shall not exceed an amount equal to 5% of Consolidated Tangible Net
Worth as shown on the Borrowers consolidated balance sheet for its most recent
prior fiscal quarter;

(m)
Liens on accounts receivable and related property of any Subsidiary of the
Borrower and/or on any such related property of the Borrower, in each case
subject to a Permitted Receivables Facility and created in connection with such
Permitted Receivables Facility;

(n)
Liens on property existing at the time of acquisition thereof by the Borrower
or any Subsidiary; provided, such Liens were in existence prior to such
acquisition and were not created in contemplation of such acquisition; and

(o)
Liens securing reimbursement obligations with respect to letters of credit
arising by operation of law under Section 5-118(a) of the Uniform Commercial
Code.

48

---



7.02
Disposition of Assets. Sell, assign, lease, convey,
transfer or otherwise dispose of (whether in one or a series of transactions)
any property (including accounts and notes receivable, with or without
recourse) or enter into any agreement to do any of the foregoing, except:

(a)
dispositions of inventory, or used, worn-out or surplus equipment, all in the
ordinary course of business;

(b)
the sale of equipment to the extent that such equipment is exchanged for credit
against the purchase price of similar replacement equipment, or the proceeds of
such sale are reasonably promptly applied to the purchase price of such
replacement equipment;

(c)
other dispositions of property during the term of this Agreement whose net book
value in the aggregate shall not exceed 10% of the total assets of the Borrower
and its consolidated Subsidiaries as reflected on the balance sheet of the
Borrower and its consolidated Subsidiaries for their most recent prior fiscal
quarter; and

(d)
the sale of notes or account receivables (or interests therein) pursuant to and
in accordance with the terms of a Permitted Receivables Facility by the
Borrower or any Subsidiary.

7.03
Consolidations and Mergers. Merge, consolidate with or
into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except:

(a)
any Subsidiary may merge with the Borrower, provided that the Borrower shall be
the continuing or surviving Person, or with any one or more Subsidiaries;

(b)
any Subsidiary may sell all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary or as
otherwise permitted by Section 7.02; and

(c)
any Subsidiary may merge with a third party in order to consummate an
Acquisition permitted by Section 7.04, so long as such entity upon the
consummation of the merger is a Subsidiary.

7.04
Loans and Investments. Purchase or acquire, or make
any commitment therefor, any capital stock, equity interest, or any obligations
or other securities of, or any interest in, any Person, or make or commit to
make any Acquisitions, or make or commit to make any advance, loan, extension
of credit or capital contribution to or any other investment in, any Person
including any Affiliate of the Borrower, except for:

(a)
investments in cash equivalents and short term marketable securities in
accordance with the written investment policy approved from time to time by the
Borrowers board of directors, a current copy of which is set forth as Schedule
7.04(a) attached hereto and provided further, that the
Borrower shall provide a copy of such policy to any Lender upon written request
given to the Administrative Agent from time to time;

49

---



(b)
extensions of credit in the nature of accounts receivable or notes receivable
arising from the sale or lease of goods or services in the ordinary course of
business;

(c)
extensions of credit by the Borrower to any of its Subsidiaries or by any of
its Subsidiaries to another of its Subsidiaries;

(d)
Acquisitions, including investments in a Subsidiary or a third party incurred
in order to consummate Acquisitions, provided that (i) such Acquisitions
are undertaken in accordance with all applicable Laws; and (ii) the prior,
effective written consent or approval to such Acquisition of the board of
directors or equivalent governing body of the acquiree or any owner of any
assets being acquired is obtained if such consent or approval is required to
authorize the same;

(e)
minority equity investments or venture capital investments, provided
that such investments are within the healthcare industry;

(f)
loans or other advances made during the term of this Agreement by the Borrower
or any of its Subsidiaries which in the aggregate do not exceed 1% of the total
assets of the Borrower and its consolidated Subsidiaries as reflected on the
balance sheet of the Borrower and its consolidated Subsidiaries for the most
recent fiscal quarter preceding the date of determination;

(g)
Advances to officers, directors and employees of the Borrower and Subsidiaries
in an aggregate amount not to exceed $5,000,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes; and

(h)
investments in one or more Subsidiaries of the Borrower by the Borrower or
another Subsidiary.

The Borrower
shall not, and shall not suffer or permit any of its Subsidiaries to, use any
portion of the Term Loan proceeds, directly or indirectly, to acquire any
securities in connection with any transaction subject to Section 13(d) (other
than an Investment Transaction) or Section 14 of the Exchange Act, unless,
prior to the time such transaction becomes subject to such Section 13 or 14,
the board of directors or other applicable governing body of the Person that is
the issuer of such securities has adopted a resolution approving such
transaction. For purposes of this Section 7.04, an Investment
Transaction means a transaction subject to Section 13(d) of the Securities
Exchange Act of 1934, provided that in connection with such transaction
the Borrower or any Subsidiary (as the case may be) has reported and at all
times continues to report to the SEC that such transaction is undertaken for
investment purposes or strategic business purposes.

7.05
Limitation on Subsidiary Indebtedness. Permit any
Subsidiary to create, incur, assume, suffer to exist, or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness or
Contingent Obligations, except:

(a)
Indebtedness outstanding on the date hereof and listed on Schedule 7.05
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 therewith and by an amount equal to any
existing commitments unutilized thereunder;

50

---



(b)
letters of credit, bid bonds, performance guarantees and overdraft obligations
guaranteed by the Borrower so long as the aggregate Indebtedness and Contingent
Obligations under this subsection (b) is not of any time in excess of
$30,000,000;

(c)
endorsements for collection or deposit in the ordinary course of business;

(d)
Indebtedness of any Subsidiary incurred pursuant to a Permitted Receivables
Facility;

(e)
Indebtedness consisting of (i) the 1.019% unsecured private placement notes
issued by Getz Bros. Co. Ltd. (Getz) in May 2003 in the original
principal amount of 20,864,375,000 Japanese Yen and maturing May 7, 2010, and
(ii) all loans and other obligations incurred by Getz under a revolving credit
facility with Bank of Tokyo-Mitsubishi UFJ (f/k/a Bank of Tokyo-Mitsubishi) in
the maximum aggregate principal amount at any time outstanding of 1,000,000,000
Japanese Yen, and, with respect to both clauses (i) and (ii), 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 therewith and by an amount equal to any
existing commitments unutilized thereunder; and

(f)
other Indebtedness or Contingent Obligations, provided that the
aggregate amount of Indebtedness and Contingent Obligations permitted under subsections
(a) and (f) of this Section 7.05 shall not exceed
$250,000,000.

The
restrictions contained in this Section shall not include any Indebtedness of
any Subsidiary incurred under this Agreement.

7.06
Transactions with Affiliates. Enter into any
transaction with any Affiliate of the Borrower, except upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than would obtain in
a comparable arms-length transaction with a Person not an Affiliate of the
Borrower or such Subsidiary.

7.07
Use of Proceeds; Regulation U. Following the
application of proceeds of each Term Loan, have more than 25% of the value of
assets of the Borrower, which are subject to any arrangement with the
Administrative Agent or any Lender (herein or otherwise) whereby the Borrowers
or any Subsidiarys right or ability to sell, pledge or otherwise dispose of
assets is in any way restricted, be Margin Stock.

7.08
Limitation on Subsidiary Dividends. Permit any
Subsidiary (other than an Excluded Subsidiary) to enter into any agreement with
any Person (other than the Lenders pursuant to this Agreement) which prohibits
or limits the ability of such Subsidiary (other than an Excluded Subsidiary) to
declare or pay any dividends or make other distributions of assets, properties,
cash, rights, obligations or securities on account of any shares of any class
of the capital stock of such Subsidiary (other than an Excluded Subsidiary).

51

---



7.09
Joint Ventures. Enter into any Joint Venture which is
not in the healthcare industry.

7.10
Restricted Payments. Declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding, except that the Borrower and any wholly-owned Subsidiary may:

(a)
declare and make dividend payments or other distributions payable solely in its
common stock;

(b)
purchase, redeem or otherwise acquire shares of its common stock or warrants or
options to acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock; and

(c)
declare or pay cash dividends to its stockholders and purchase, redeem or
otherwise acquire shares of its capital stock or warrants, rights or options to
acquire any such shares for cash provided, that, before and immediately
after giving effect to such proposed action, no Default or Event of Default
exists or would exist.

7.11
Change in Business. Engage in any material line of
business substantially different from those lines of business carried on by the
Borrower and its Subsidiaries on the date hereof.

7.12
Accounting Changes. Make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change the fiscal year of the Borrower or of any Subsidiary.

7.13
Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio at any time during any period of four fiscal quarters of the
Borrower to be greater than 3.0 to 1.0 for the four fiscal quarters ending on
such date.

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 Term Loan, or (ii) within three days
after the same becomes due, any interest on any Term Loan, or any facility,
utilization or other fee due hereunder, or (iii) within five days after the
same becomes due, any other amount payable hereunder or under any other Loan
Document; or

(b)
Specific Covenants. The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03,
6.09 or 6.11 or Article VII and, with respect to any
default under Section 6.01 or 6.02, such default shall remain
unremedied for a period of five days; or

52

---



(c)
Other Defaults. The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues unremedied for 30 days after the earlier of (i) the
date upon which a Responsible Officer knew or reasonably should have known of
such failure and (ii) the date upon which written notice thereof is given to
the Borrower by the Administrative Agent or any Lender; or

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

(e)
Cross-Default. (i) The Borrower or any Subsidiary (other than an
Excluded 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 $75,000,000, or (B) fails to observe or perform any other agreement or
condition relating to any such other 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,
with the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting 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
$75,000,000; or

(f)
Insolvency Proceedings, Etc. The Borrower or any of its Subsidiaries
(other than an Excluded Subsidiary) 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

53

---



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

(h)
Judgments. There is entered against the Borrower or any Subsidiary
(other than an Excluded Subsidiary) (i) a final judgment or order for the
payment of money in an aggregate amount exceeding $150,000,000 (to the extent not
covered by independent third-party insurance), or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor upon
such judgment or order, or (B) there is a period of 45 consecutive days during
which a stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

(i)
ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $50,000,000,
or (ii) the commencement or increase of contributions to, or the adoption of or
the amendment of a Pension Plan which has resulted or could reasonably be
expected to result in an increase in Unfunded Pension Liability among all
Pension Plans in an aggregate amount in excess of $125,000,000; or

(j)
Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Borrower or any other Person contests in any manner
the validity or enforceability of any Loan Document; or the Borrower denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

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

(l)
Loss of Licenses. (i) The Food and Drug Administration or any other
Governmental Authority revokes or fails to renew any material license, permit,
franchise, patent, trademark, service mark, trade name, copyright,
authorization or other right of the Borrower or any Subsidiary, or the Borrower
or any Subsidiary for any reason loses any material license, permit, franchise,
patent, trademark, service mark, trade name, copyright, authorization or other
right, or the Borrower or any Subsidiary suffers the imposition of any
restraining order, escrow, suspension or impound of funds in connection with
any proceeding (judicial or administrative) with respect to any material
license, permit, franchise, patent, trademark, service mark, trade name,
copyright, authorization or other right; and (ii) any event or circumstance
described in clause (i) has resulted or is reasonably likely to result in a
Material Adverse Effect.

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:

54

---



(a)
declare the unpaid principal amount of all outstanding Term 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; and

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

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 unpaid
principal amount of all outstanding Term Loans and all interest and other
amounts as aforesaid shall automatically become due and payable 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 Term Loans have automatically become immediately due and payable), 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 Attorney Costs 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
(including Attorney Costs and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second
payable to them;

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

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

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

ARTICLE IX. 
ADMINISTRATIVE AGENT

9.01
Appointment and Authority. Each of the Lenders 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 and the Lenders, and the
Borrower shall not have rights as a third party beneficiary of any of such
provisions.

55

---



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 or a Lender.

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

56

---



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

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. The Administrative Agent may at any time
give notice of its resignation to the Lenders and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. 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 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 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 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.

57

---



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

9.08
No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the
Arrangers 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 or a Lender hereunder.

9.09
Administrative Agent May File Proofs of Claim. In case
of the pendency of any proceeding under any Debtor Relief Law or any other
judicial proceeding relative to the Administrative Agent (irrespective of
whether the principal of any Term Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file
and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Term Loans and all other Obligations that are owing
and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.08 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 to make such payments to the Administrative
Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 2.08 and 10.04.

58

---



Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender 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 obligation of any Lender to make any portion of any Term Loan
without the written consent of such Lender;

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

(d) reduce
the principal of, or the rate of interest specified herein on, any Term Loan or
(subject to clause (ii) 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 to amend the definition of Default Rate or to waive any obligation
of the Borrower to pay interest at the Default Rate;

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

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

and, provided further, that (i) no amendment, waiver or
consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document; and (ii)
the Fee 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
obligation of any Lender to make any portion of any Term Loan may not be
increased or extended without the consent of such Lender, and any waiver,
amendment or the modification requiring the consent of all Lenders or each
affected Lender that by its terms affects any Defaulting Lender more adversely
than other affected Lenders shall require the consent of such Defaulting
Lender.

59

---



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 or the Administrative Agent, 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.                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii)
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 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 pursuant to Article II if such Lender 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, providedthat 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.

60

---



(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 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 or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).

(d) Change
of Address, Etc. The Borrower and the Administrative Agent 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 and the Administrative
Agent. In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.

(e)
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Loan Notices and Term Loan
Interest Rate Selection 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, 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.

61

---



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

Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Borrower shall be vested exclusively in, and all actions
and proceedings at law in connection with such enforcement shall be instituted
and maintained exclusively by, the Administrative Agent in accordance with Section
8.02 for the benefit of all the Lenders; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit
(solely in its capacity as Administrative Agent) hereunder and under the other
Loan Documents, (b) any Lender from exercising setoff rights in accordance with
Section 10.08 (subject to the terms of Section 2.12), or (c) any
Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to the Borrower under any
Debtor Relief Law; and provided, further, that if at any time
there is no Person acting as Administrative Agent hereunder and under the other
Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 8.02 and (ii)
in addition to the matters set forth in clauses (b) and (c) of
the preceding proviso and subject to Section 2.12, any Lender may, with
the consent of the Required Lenders, enforce any rights and remedies available
to it and as authorized by the Required Lenders.

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) and (ii) all out of pocket
expenses incurred by the Administrative Agent or any Lender (including the
fees, charges and disbursements of any counsel for the Administrative Agent or
any Lender), in connection with the enforcement or protection of its rights (A)
in connection with this Agreement and the other Loan Documents, including its
rights under this Section, or (B) in connection with the Term Loans made
hereunder, including all such out of pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Term Loans.

62

---



(b) Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and
any sub-agent thereof), each Lender and each Related Party of any of the
foregoing Persons (each such Person being called an Indemnitee) against,
and hold each Indemnitee harmless from, any and all losses, penalties, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower arising
out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents, (ii) any
Term Loan or the use or proposed use of the proceeds therefrom, (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, penalty, 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; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, penalties, 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) or any Related Party of any of the foregoing, but without affecting
the obligations of the Borrower thereunder, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent) or such Related Party, as
the case may be, such Lenders Pro Rata Term Share (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred
by or asserted against the Administrative Agent (or any such sub-agent) in its
capacity as such, or against any Related Party of any of the foregoing acting
for the Administrative Agent (or any such sub-agent) in connection with such
capacity. The obligations of the Lenders under this subsection (c) are subject
to the provisions of Section 2.11(e).

(d) Waiver
of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Term Loan 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 to such unintended recipients
by such Indemnitee 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.

63

---



(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, the replacement of any Lender and the repayment,
satisfaction or discharge of all 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 or any Lender,
or the Administrative Agent or any Lender exercises its right of set-off, and
such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such set-off had not occurred, and (b) each Lender severally agrees to
pay to the Administrative Agent upon demand its applicable share (without
duplication) of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the applicable Overnight Rate from
time to time in effect. The obligations of the Lenders 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 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 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 assignees all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Pro Rata Term Share of the Term Loans at the time owing to
it); provided that any such assignment shall be subject to the following
conditions:

64

---



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i) Minimum
 Amounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (A)
 in the case of an assignment of the entire remaining amount of the assigning
 Lenders Pro Rata Term Share of the Term Loans at the time owing to it or in
 the case of an assignment to a Lender, an affiliate of a Lender or an
 Approved Fund, no minimum amount need be assigned; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (B)
 in any case not described in subsection (b)(i)(A) of this Section, the
 principal outstanding balance of the Term 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 assignee (or to an 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii)
 Proportionate Amounts. 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 Term Loans assigned.                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iii)
 Required Consents. No consent shall be required for any assignment
 except to the extent required by subsection (b)(i)(B) of this Section
 and, in addition:                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (A)
 the consent of the Borrower (such consent not to be unreasonably withheld or
 delayed) shall be required unless (1) an Event of Default has occurred and is
 continuing at the time of such assignment or (2) such assignment is to a
 Lender, an Affiliate of a Lender or an Approved Fund; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (B)
 the consent of the Administrative Agent (such consent not to be unreasonably
 withheld or delayed) shall be required if such assignment is to a Person that
 is not a Lender, an Affiliate of such Lender or an Approved Fund with respect
 to such Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (iv)
 Assignment and Assumption. The parties to each assignment shall
 execute and deliver to the Administrative Agent an Assignment and Assumption,
 together with a processing and recordation fee 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 assignee, if it is not a Lender, shall deliver to the
 Administrative Agent an Administrative Questionnaire.

65

---



| |                                                                                                                                      | 
| | ------------------------------------------------------------------------------------------------------------------------------------ | 
| | (v) No
Assignment to Borrower. No such assignment shall be made to the Borrower or
any of the Borrowers Affiliates or Subsidiaries.
| |                                                                                                                                      | 
| | (vi) No
Assignment to Natural Persons. No such assignment shall be made to a
natural person.                                        
| |                                                                                                                                      | 
| | (vii) No
Assignment to Defaulting Lender. No such assignment shall be made to a
Defaulting Lender.                                  

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 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 Term Loan Note to the assignee Lender, at which time any existing
Term Loan Note assigned to such Lender shall be redelivered to the Borrower.
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 principal amounts of the Term
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
Register). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

(d) Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrowers Affiliates or
Subsidiaries) (each, a Participant) in all or a portion of such
Lenders rights and/or obligations under this Agreement (including all or a
portion of its Pro Rata Term Share of the Term 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 shall continue to deal solely and directly with such Lender
in connection with such Lenders rights and obligations under this Agreement.

66

---



Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant,
agree to any amendment, waiver or other modification described in the first
proviso to Section 10.01 that directly affects such Participant. Subject
to subsection (e) of this Section, 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 2.12 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.

10.07
Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates
respective 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 or any of their
respective Affiliates on a nonconfidential basis from a source other than the
Borrower.

67

---



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 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.

Each of the
Administrative Agent and the Lenders acknowledges that (a) the Information may
include material non-public information concerning the Borrower or a
Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle
such material non-public information in accordance with applicable Law,
including Federal and state securities Laws.

10.08
Set-off. If an Event of Default shall have occurred
and be continuing, each Lender and each of their respective Affiliates is
hereby authorized at any time and from time to time, without prior notice to
the Borrower, any such notice being waived by the Borrower 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 or any such Affiliate to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement or any other Loan Document to
such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of the Borrower may be contingent or unmatured or are owed to a
branch or office of such Lender different from the branch or office holding such
deposit or obligated on such indebtedness. The rights of each Lender and its
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender or its respective
Affiliates may have. Each Lender agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

68

---



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 Term 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. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement and any other Loan Document
by telecopy or electronic format (including .pdf) shall be effective as
delivery of a manually executed counterpart of this Agreement and the other
Loan Documents.

10.11
Integration. This Agreement, together with the other
Loan Documents, comprises the complete and integrated agreement of the parties
on the subject matter hereof and thereof and supersedes all prior agreements,
written or oral, on such subject matter. In the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion
of supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

10.12
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 Term Loan, and shall continue in full force and
effect as long as any Term Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied.

10.13
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.

69

---



10.14
Replacement of Lenders. (a) 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:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the
 Borrower shall have paid to the Administrative Agent the assignment fee
 specified in Section 10.06(b) (except as otherwise provided herein);                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii) such
 Lender shall have received payment of an amount equal to the outstanding
 principal of its Term Loans, accrued interest thereon, accrued fees and all
 other amounts payable to it hereunder and under the other Loan Documents
 (including any amounts under Section 3.05) 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);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii) 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                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv) 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. Any Defaulting Lender that has on more than one occasion failed to fund
any portion of the Term Loans required to be funded by it hereunder within one
Business Day of the date required to be funded by it hereunder shall pay to the
Administrative Agent the assignment fee specified in Section 10.06(b).

(b) In the
event any Lender fails to approve any amendment, waiver or consent requested by
the Borrower pursuant to Section 10.01 that has received the written
approval of not less than the Required Lenders but also requires the approval
of such Lender (any such Lender, a Restricted Lender), so long as no
Default or Event of Default shall have occurred and be continuing and the
Borrower has obtained a commitment (in an amount not less than the entire
principal amount of Term Loans to such Restricted Lender) from one or more
Lenders or Eligible Assignees to become a Lender for all purposes hereunder
(such Lender or Lenders referred to as the Replacement Lender), the
Borrower may cause such Restricted Lender to be replaced by, and to assign all
its rights and obligations under this Agreement (including its outstanding Term
Loans) pursuant to Section 10.06 to, such Replacement Lender. Such
Restricted Lender agrees to execute and to deliver to the Administrative Agent
one or more Assignment and Assumptions with such Replacement Lender as provided
in Section 10.06 upon payment at par of all principal, accrued interest,
accrued fees and other amounts accrued or owing under this Agreement to such
Restricted Lender, and such Replacement Lender shall pay to the Administrative
Agent the assignment fee specified in Section 10.06(b) in connection
with such assignment. The Restricted Lender making such assignment will be
entitled to compensation for any expenses or other amounts which would be owing
to such Restricted Lender pursuant to any indemnification provision hereof
(including, if applicable, Section 3.05) as if the Borrower had prepaid
the Term Loans of such Lender rather than such Restricted Lender having
assigned its interest hereunder.

70

---



| |                                                                                   
| | ----------------------------------------------------------------------------------
| | (c) This
 section shall supersede any provision in Section 10.01 to the
 contrary.
| |                                                                                   
| | 10.15 [Intentionally Omitted].                                                    
| |                                                                                   
| | 10.16 Governing Law.                                                              

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

(b) ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF
SUCH STATE.

(c) 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.

10.17
Waiver of Right to Trial by Jury. 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.

71

---



10.18
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, and acknowledges
its Affiliates understanding, that: (a) (i) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arranger
are arms-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent and the Arranger, on
the other hand, (ii) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (iii)
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; (B) (i), the Administrative Agent and the Arranger 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 of its Affiliates or
any other Person and (ii) neither the Administrative Agent nor the Arranger has
any obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (c) the Administrative Agent and
the Arranger and their respective Affiliates may be engaged in a board range of
transactions that involve interests that differ from those of the Borrower and
its Affiliates, and neither the Administrative Agent nor the Arranger has any
obligation to disclose any of such interests to the Borrower or any of its
Affiliates. 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 Arranger with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated
hereby.

10.19
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. The Borrower shall, promptly following a
request by the Administrative Agent or any Lender, provided all documentation
and other information that the Administrative Agent or such Lender requests in
order to comply with its ongoing obligations under applicable know your
customer and anti-money laundering rules and regulations, including the Act.

[The remainder of
this page intentionally left blank.]

72

---



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

| |                                                                 |                          | 
| | --------------------------------------------------------------- | ------------------------ | 
| | BORROWER:                                                       |                         
| |                                                                 |                          | 
| | ST. JUDE MEDICAL, INC.                                          |                         
| |                                                                 |                          | 
| | By:                                                             | /s/ John C.
 Heinmiller  | 
| | Name: John
 C. Heinmiller                                       |                         
| | Title:
 Executive Vice President and Chief                      |                         
| |                                                                 | Financial
 Officer       | 
| |                                                                 |                          | 
| | ADMINISTRATIVE AGENT:                                           |                         
| |                                                                 |                          | 
| | BANK OF AMERICA, N.A., as Administrative
 Agent                 |                         
| |                                                                 |                          | 
| | By:                                                             | /s/ Angela
 Lau          | 
| | Name: Angela
 Lau                                               |                         
| | Title:
 Assistant Vice President                                |                         
| |                                                                 |                          | 
| | LENDERS:                                                        |                         
| |                                                                 |                          | 
| | BANK OF AMERICA, N.A.,
 as a Lender                             |                         
| |                                                                 |                          | 
| | By:                                                             | /s/ Zubin R.
 Shroff     | 
| | Name: Zubin
 R. Shroff                                          |                         
| | Title: Vice
 President                                          |                         
| |                                                                 |                         
| | BANK OF TOKYO-MITSUBISHI UFJ LTD., NEW YORK
 BRANCH,as a Lender
| |                                                                 |                          | 
| | By:                                                             | /s/ Victor
 Pierzchalski | 
| | Name: Victor
 Pierzchalski                                      |                         
| | Title:
 Authorized Signatory                                    |                         

73

---



| |                                                     |                         | 
| | --------------------------------------------------- | ----------------------- | 
| | WELLS FARGO BANK, NATIONAL ASSOCIATION,as
 a Lender
| |                                                     |                        
| | By:                                                 | /s/ Allison
 S. Gelfman | 
| | Name:
 Allison S. Gelfman                           |                        
| | Title: Vice
 President and Senior Banker            |                        
| |                                                     |                         | 
| | U.S. BANK, NATIONAL ASSOCIATION,as
 a Lender        |                        
| |                                                     |                         | 
| | By:                                                 | /s/ Karen S.
 Paris     | 
| | Name: Karen
 S. Paris                               |                        
| | Title:
 Senior Vice President                       |                        

74

---