Exhibit 10.1




 



 






     CREDIT AGREEMENT


 dated as of


July 25, 2005


among


DENDRITE INTERNATIONAL, INC.


The Lenders Party Hereto


and


JPMORGAN CHASE BANK, N.A.,


as Administrative Agent


___________________________


 



 








 	
TABLE OF CONTENTS

	
 

	
 
	
 	
 
	
 	
Page 

	
 

	
ARTICLE I Definitions 
	
 	
1 

	
SECTION 1.01. 
	
 	
Defined Terms 
	
 	
1 

	
SECTION 1.02. 
	
 	
Classification of Loans and Borrowings 
	
 	
14 

	
SECTION 1.03. 
	
 	
Terms Generally 
	
 	
14 

	
SECTION 1.04. 
	
 	
Accounting Terms; GAAP 
	
 	
14 

	

ARTICLE II The Credits 

	
 	
15 

	
SECTION 2.01. 
	
 	
Commitments 
	
 	
15 

	
SECTION 2.02. 
	
 	
Loans and Borrowings 
	
 	
15 

	
SECTION 2.03. 
	
 	
Requests for Revolving Borrowings 
	
 	
15 

	
SECTION 2.04. 
	
 	
[Reserved] 
	
 	
16 

	
SECTION 2.05. 
	
 	
[Reserved] 
	
 	
16 

	
SECTION 2.06. 
	
 	
Letters of Credit 
	
 	
16 

	
SECTION 2.07. 
	
 	
Funding of Borrowings 
	
 	
19 

	
SECTION 2.08. 
	
 	
Interest Elections 
	
 	
20 

	
SECTION 2.09. 
	
 	
Termination and Reduction of Commitments 
	
 	
21 

	
SECTION 2.10. 
	
 	
Repayment of Loans; Evidence of Debt 
	
 	
21 

	
SECTION 2.11. 
	
 	
Prepayment of Loans 
	
 	
22 

	
SECTION 2.12. 
	
 	
Fees 
	
 	
22 

	
SECTION 2.13. 
	
 	
Interest 
	
 	
23 

	
SECTION 2.14. 
	
 	
Alternate Rate of Interest 
	
 	
24 

	
SECTION 2.15. 
	
 	
Increased Costs 
	
 	
24 

	
SECTION 2.16. 
	
 	
Break Funding Payments 
	
 	
25 

	
SECTION 2.17. 
	
 	
Taxes 
	
 	
26 

	
SECTION 2.18. 
	
 	
Payments Generally; Pro Rata Treatment; Sharing of Set-offs 
	
 	
27 

	
SECTION 2.19. 
	
 	
Mitigation Obligations; Replacement of Lenders 
	
 	
28 

	

ARTICLE III Conditions 

	
 	
29 

	
SECTION 3.01. 
	
 	
Closing Date 
	
 	
29 

	
SECTION 3.02. 
	
 	
Each Credit Event 
	
 	
30 

	
ARTICLE IV Representations and Warranties 
	
 	
30 

	
SECTION 4.01. 
	
 	
Corporate Existence and Power 
	
 	
30 

	
SECTION 4.02. 
	
 	
Authorization; No Contravention 
	
 	
31 

	
SECTION 4.03. 
	
 	
Governmental Authorization 
	
 	
31 

	
SECTION 4.04. 
	
 	
Binding Effect 
	
 	
31 

	
SECTION 4.05. 
	
 	
Litigation 
	
 	
31 

	
SECTION 4.06. 
	
 	
No Default 
	
 	
32 

	
SECTION 4.07. 
	
 	
ERISA Compliance 
	
 	
32 

	
SECTION 4.08. 
	
 	
Use of Proceeds; Margin Regulations 
	
 	
32 

	
SECTION 4.09. 
	
 	
Title to Properties 
	
 	
32 

	
SECTION 4.10. 
	
 	
Taxes 
	
 	
33 

	
SECTION 4.11. 
	
 	
Financial Condition 
	
 	
33 

	
SECTION 4.12. 
	
 	
Environmental Matters 
	
 	
33 

	
SECTION 4.13. 
	
 	
Regulated Entities 
	
 	
33 

	
SECTION 4.14. 
	
 	
No Burdensome Restrictions 
	
 	
33 





i








	
  	
 	
 	
 	
 
	
            SECTION 4.15. 
	
 	
Copyrights, Patents, Trademarks and Licenses, Etc 
	
 	
33 

	
            SECTION 4.16. 
	
 	
Subsidiaries 
	
 	
33 

	
            SECTION 4.17. 
	
 	
Insurance 
	
 	
33 

	
            SECTION 4.18. 
	
 	
Full Disclosure 
	
 	
33 

	
            SECTION 4.19. 
	
 	
Subsidiary Guaranties 
	
 	
34 

	
ARTICLE V Affirmative Covenants 
	
 	
34 

	
            SECTION 5.01. 
	
 	
Financial Statements 
	
 	
34 

	
            SECTION 5.02. 
	
 	
Certificates; Other Information 
	
 	
35 

	
            SECTION 5.03. 
	
 	
Notices 
	
 	
35 

	
            SECTION 5.04. 
	
 	
Preservation of Existence, Etc 
	
 	
36 

	
            SECTION 5.05. 
	
 	
Maintenance of Property 
	
 	
36 

	
            SECTION 5.06. 
	
 	
Insurance 
	
 	
36 

	
            SECTION 5.07. 
	
 	
Payment of Obligations 
	
 	
37 

	
            SECTION 5.08. 
	
 	
Compliance with Laws 
	
 	
37 

	
            SECTION 5.09. 
	
 	
Compliance with ERISA 
	
 	
37 

	
            SECTION 5.10. 
	
 	
Inspection of Property and Books and Records 
	
 	
37 

	
            SECTION 5.11. 
	
 	
Environmental Laws 
	
 	
37 

	
            SECTION 5.12. 
	
 	
Use of Proceeds 
	
 	
37 

	
            SECTION 5.13. 
	
 	
Subsidiary Guarantors 
	
 	
37 

	
ARTICLE VI Negative Covenants 
	
 	
38 

	
            SECTION 6.01. 
	
 	
Limitation on Liens 
	
 	
38 

	
            SECTION 6.02. 
	
 	
Disposition of Assets 
	
 	
39 

	
            SECTION 6.03. 
	
 	
Consolidations and Mergers 
	
 	
40 

	
            SECTION 6.04. 
	
 	
Loans and Investments 
	
 	
40 

	
            SECTION 6.05. 
	
 	
Limitation on Indebtedness 
	
 	
41 

	
            SECTION 6.06. 
	
 	
Transactions with Affiliates 
	
 	
41 

	
            SECTION 6.07. 
	
 	
Use of Proceeds 
	
 	
41 

	
            SECTION 6.08. 
	
 	
Contingent Obligations 
	
 	
42 

	
            SECTION 6.09. 
	
 	
Lease Obligations 
	
 	
42 

	
            SECTION 6.10. 
	
 	
Change in Business 
	
 	
43 

	
            SECTION 6.11. 
	
 	
Accounting Changes 
	
 	
43 

	
            SECTION 6.12. 
	
 	
Financial Covenants 
	
 	
43 

	
            SECTION 6.13. 
	
 	
Optional Payments of Subordinated Debt and Modifications of Related Debt 
	
 	
43 

	
            SECTION 6.14. 
	
 	
Restricted Payments 
	
 	
43 

	
ARTICLE VII Events of Default 
	
 	
44 

	
            SECTION 7.01. 
	
 	
Events of Default 
	
 	
44 

	
            SECTION 7.02. 
	
 	
Remedies 
	
 	
46 

	
            SECTION 7.03. 
	
 	
Rights Not Exclusive 
	
 	
46 

	
ARTICLE VIII The Administrative Agent 
	
 	
46 

	
ARTICLE IX Miscellaneous 
	
 	
48 

	
            SECTION 9.01. 
	
 	
Notices 
	
 	
48 

	
            SECTION 9.02. 
	
 	
Waivers; Amendments 
	
 	
48 

	
            SECTION 9.03. 
	
 	
Expenses; Indemnity; Damage Waiver 
	
 	
49 

	
            SECTION 9.04. 
	
 	
Successors and Assigns 
	
 	
50 

	
            SECTION 9.05. 
	
 	
Survival 
	
 	
52 

	
            SECTION 9.06. 
	
 	
Counterparts; Integration; Effectiveness 
	
 	
53 





ii








	
 	
 	
 	
 	
 
	
SECTION 9.07. 
	
 	
Severability 
	
 	
53 

	
SECTION 9.08. 
	
 	
Right of Setoff 
	
 	
53 

	
SECTION 9.09. 
	
 	
Governing Law; Jurisdiction; Consent to Service of Process 
	
 	
53 

	
SECTION 9.10. 
	
 	
WAIVER OF JURY TRIAL 
	
 	
54 

	
SECTION 9.11. 
	
 	
Headings 
	
 	
54 

	
SECTION 9.12. 
	
 	
Confidentiality 
	
 	
54 

	
SECTION 9.13. 
	
 	
Interest Rate Limitation 
	
 	
55 

	
SECTION 9.14. 
	
 	
USA Patriot Act 
	
 	
55 




EXHIBITS:

Exhibit A -- Form of Assignment and Assumption

Exhibit B -- Form of Compliance Certificate

 

SCHEDULES:






Schedule 2.01 -- Commitments 


Schedule 2.13 – Applicable Rates 


Schedule 4.05 -- Disclosed Claims 


Schedule 4.12 -- Environmental Claims


Schedule 4.16 -- Subsidiaries and Other Equity Investments 


Schedule 4.17 -- Insurance 


Schedule 6.01 -- Certain Existing Liens


Schedule 6.05 –  Certain Existing Indebtedness


Schedule  6.08 – Certain Existing
Contingent Obligations


iii






 









             CREDIT AGREEMENT, dated as of July 25, 2005, among DENDRITE  INTERNATIONAL, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

              The parties hereto agree as follows:
ARTICLE I


Definitions


    
      SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


    
      “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.


    
     “Acceptable Acquisition” means any Acquisition which (a) has been either (i) approved by the Board of Directors of the
corporation, or by the members and managers of the limited liability company, which is the subject of such Acquisition or (ii) recommended by such Board to the shareholders of such corporation; and (b) is for a business within similar or
complementary lines of business as conducted by the Borrower on the date hereof; provided that (w) at the time of such Acquisition and immediately after giving effect thereto
no Default shall have occurred and be continuing; and (x) the Borrower is in compliance, on a pro forma basis after giving effect to such Acquisition, with Section 6.12,
recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such Acquisition had occurred on the first day of the relevant period for testing compliance; and (y) the
total cash consideration paid or being paid for such Acquisition, when added to the cash consideration paid or being paid for all Acquisitions made or committed to after the Closing Date, shall not aggregate in excess of $100,000,000; and (z) no
more than $30,000,000 of the aggregate purchase prices for all Acquisitions made or committed to after the Closing Date shall be capital contributions or commitments to make capital contributions to any partnerships or joint ventures or limited
liability companies in which the Borrower or any of its Subsidiaries owns less than fifty percent (50%) of the partnership interests or joint venture interests or limited liability company interests. As used in such clause (y), the term “cash
consideration” includes the cash purchase price for the Equity Interests or assets of the corporation or limited liability company being acquired and the amount of Funded Debt of such corporation or limited liability company being paid, assumed
or refinanced in connection with such Acquisition.


    
       “Acquisition” means any transaction pursuant to which the Borrower or any of its Subsidiaries (a) acquires or commits to
acquire equity securities (or warrants, options or other rights to acquire such securities) of any corporation or limited liability company other than the Borrower or any corporation or limited liability company which is not then a Subsidiary of the
Borrower, pursuant to a solicitation of tenders therefor, or in one or more negotiated block, market or other transactions not involving a tender offer, or a combination of any of the foregoing, or (b) makes or commits to make any corporation or
limited liability company a Subsidiary of the Borrower, or causes any such corporation or limited liability company to be merged into the Borrower or any of its Subsidiaries, in any case pursuant to a merger, purchase of assets or any reorganization
providing for the delivery or issuance to the holders of such corporation's or limited liability company’s then outstanding securities, in exchange for such securities, of cash or securities of the Borrower or any of its Subsidiaries, or a
combination thereof, or (c) purchases all or substantially all of the business or assets of any corporation or limited liability company or
(d) makes or commits to make capital contributions to any partnership or joint venture or limited liability company in exchange for a proportionate interest therein.









    
       “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


    
       “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders
hereunder.


    
       “Affiliate” means, with respect to a specified 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.


    
       “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day and (b) the Base CD Rate in effect for such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.


    
        “Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such
Lender's Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.


    
       
“Applicable Rate” means, for any day, with respect to any ABR Loan, or with respect to any Eurodollar Loan, or
with respect to the commitment fees referred to in Section 2.12(a), the applicable rate per annum set forth on Schedule 2.13 under the caption “ABR Loan Spread”, “Eurodollar Loan Spread” or “Commitment Fee Rate”, as the
case may be, based upon the Leverage Ratio. Each change in the Applicable Rate resulting from a change in the Leverage Ratio shall be effective with respect to all outstanding ABR Loans and Eurodollar Loans and with respect to such commitment fees
on and after the first day of the calendar month following the date of delivery to the Administrative Agent of the financial statements required by subsection (a) or (b) (as the case may be) of Section 5.01 together with the Compliance Certificate
with respect thereto indicating that a change in the Leverage Ratio has occurred, to (but excluding) the first day of the calendar month following the the next date of delivery of such financial statements and Compliance Certificate indicating that
another change in the Leverage Ratio has occurred. Notwithstanding the foregoing, (a) during the period commencing on the Closing Date and ending on the day immediately preceding the first day of the calendar month following the date of delivery of
the first such financial statements and Compliance Certificate, the Leverage Ratio shall be deemed to be in Category 1 (as set forth in Schedule 2.13) for purposes of determining the Applicable Rate; and (b) at any time during which the Borrower has
failed to deliver to the Administrative Agent the financial statements or Compliance Certificate required by the applicable subsection of Section 5.01 or the Compliance Certificate with respect thereto, the Leverage Ratio shall be deemed to be in
Category 3 for purposes of determining the Applicable Rate.


               “Approved Fund” has the meaning assigned to such term in Section 9.04.


    
        “Assessment Rate” means, for any day, the annual assessment rate in effect on such day that is payable by a
member of the Bank Insurance Fund classified as “well-capitalized” and within supervisory subgroup “B” (or a comparable successor risk classification) within the meaning of 12 C.F.R.
Part 327 (or any successor 


2









provision) to the Federal Deposit Insurance Corporation for insurance by such Corporation of time deposits made in dollars at the offices of such member in the United States; provided that if, as a result of any change in any law, rule or regulation, it is no longer possible to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be such
annual rate as shall be determined by the Administrative Agent to be representative of the cost of such insurance to the Lenders.


    
      “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.


    
      “Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity
Date and the date of termination of the Commitments.


    
      “Base CD Rate” means the sum of (a) the Three-Month Secondary CD Rate multiplied by the Statutory Reserve
Rate plus (b) the Assessment Rate.


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


    
         “Borrower” means Dendrite International, Inc., a New Jersey corporation.


    
       “Borrowing” means Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.


    
       “Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03.


    
       “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank
market.


    
       “Capital Lease” means any lease of property, real or personal, the obligations of the lessee in respect of which are
required in accordance with GAAP to be capitalized on a balance sheet of the lessee.


    
       “Cash Equivalents” means (a) direct obligations of the United States of America or any agency thereof with maturities of
two years or less from the date of acquisition; (b) obligations issued or guaranteed by any agency of the United States of America with maturities of two years or less from the date of acquisition; (c) repurchase agreements fully collateralized by
direct obligations of the United States of America or by any agency of the United States of America; (d) corporate debt (commercial paper, master notes and medium term notes) issued by a domestic corporation rated at least
“A-1” or “A” by Standard
& Poor's or “P-1” or “A” by Moody's Investors Service, Inc.; (e) certificates of deposit (domestic or foreign) with maturities of one year or less from the date of acquisition issued by any commercial bank (with a rating of A-1 by Standard &
Poor's or P-1 by Moody's) operating within the United States of America having capital and surplus in excess of $200 million; and (f) any money market mutual fund that invests in (a), (b), (c), (d) or (e) above having assets of at least $500
million.


    
       “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and
the rules of the 


3









Securities and Exchange Commission thereunder as in effect on the date hereof) of Equity Interests representing more than 51% of the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii)
appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group.


    
       “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change
in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender's or the Issuing Bank's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this
Agreement.


             
“CLO” has the meaning assigned to such term in Section 9.04.


    
       “Closing Date” means the date on which the conditions specified in Section 3.01 are satisfied (or waived in accordance
with Section 9.02) .


              
“Code” means the Internal Revenue Code of 1986, and regulations promulgated thereunder.


    
        “Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09,
and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which
such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders' Commitments is $ 30,000,000.


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


    
         "Consolidated” means the consolidation of financial reporting between related entities in accordance with GAAP.


    
         “Contingent Obligation” means, as to any Person, any direct or indirect liability of that Person, whether or not
contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the
“primary obligations“) of another Person (the “primary obligor”), including any obligation of that Person (i) to
purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) 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 to make payment of such primary obligation, or (iv) otherwise for the primary purpose of assuring or holding harmless the holder of any such primary obligation against loss
in respect thereof (each, a “Guaranty Obligation”); (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property from, or to obtain the services of, 


4









another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other
property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract. The amount of any Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the stated or
determinable amount of the primary obligation in respect of which such Guaranty Obligation is made (or any lower stated cap on such Person's liability in respect thereof) or, if not stated or if indeterminable, the maximum reasonably anticipated
liability in respect thereof and, in the case of Contingent Obligations in respect of Swap Contracts, shall be equal to the Swap Termination Value.


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


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


    
     “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default.


            “Disclosed Claims” has the meaning specified in Section 4.05.


            “dollars”
or “$” refers to lawful money of the United States of
America.


            “Domestic Subsidiary” means any Subsidiary incorporated, formed or organized in the United States.


    
      “EBIT” of any Person for any period means the sum of (a) Net Income of such Person for such period; (b) all amounts
treated as expenses for interest for such period to the extent included in the determination of such Net Income; and (c) all taxes accrued for such period on or measured by income to the extent included in the determination of such Net Income;
provided, however, that Net Income shall be computed for the purposes of this definition without giving effect to extraordinary non-cash losses or extraordinary gains for such period, and without giving effect to non-cash losses or gains in respect
of the expensing of stock options; and provided further however that Net Income for any period in any fiscal year ending after the Closing Date shall be computed for purposes of this definition without giving effect to expenses identified on the
financial statements described in Section 5.01 as nonrecurring restructuring costs or nonrecurring asset impairment charges of up to (in the aggregate) (a) $5,000,000 for any single fiscal quarter, (b) $10,000,000 for any period consisting
of four consecutive fiscal quarters, and (c) $15,000,000 for the period from the Closing Date through the Maturity Date.


      “EBITDA” of any Person for any period means the sum of (a) EBIT of such Person for such period; plus (b) all amounts
treated as expenses for depreciation and the amortization of intangibles of any kind for such period to the extent included in the determination of such EBIT. For purposes of determining EBITDA for any period, if the Borrower acquires all or
substantially all of the Equity Interests or assets of another Person during such period for aggregate consideration in excess of $15,000,000, or sells or transfers any Subsidiary, all or substantially all the assets of a Subsidiary or other
assets constituting a business operation during such period for aggregate consideration in excess of $15,000,000, EBITDA will be determined on a pro forma basis giving
effect to such acquisition or disposition as if it had occurred on the first day of such period.


5









    
     “Environmental Claims” means all claims, however asserted, by any Governmental Authority or other Person alleging
potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment.


    
     “Environmental Laws” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances
and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use
matters.


    
     “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.


    
     “ERISA” means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.


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


    
     “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which 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 Section 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 might reasonably be expected to constitute
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 PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.


    
     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.


           “Event of Default” has the meaning assigned to such term in Article VII.


         “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of
any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction
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 of America or
any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is
attributable to such Foreign Lender's failure to comply with 


6









Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a) .


    
     “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.


    
     “Fixed Charge Coverage Ratio” means for any Person as of the end of any fiscal quarter, the ratio of (a)
EBITDA less capital expenditures (including expenditures for software development that are capitalized) of such Person for the period of four consecutive fiscal quarters then ending, to (b) the sum for such period of, without duplication, the
following items of such Person: (i) all scheduled payments of principal of Indebtedness, (ii) interest expense, plus (iii) all payments of Capital Lease obligations; all as determined on a Consolidated basis.


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


           “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.


         “Funded Debt” means (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the
deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all
obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; and (e) all obligations with respect to Capital
Leases.


            “GAAP” means generally accepted accounting principles in the United States of America.


    
      “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central
bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing.


             “Guaranty Equity Sum”
has the meaning specified in Section 5.13. 


             
“Guaranty Equity Threshold” has the meaning specified in Section 5.13. 


             
“Guaranty Obligation” has the meaning specified in the definition of
“Contingent Obligation.”


7









    
     “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” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all non-contingent reimbursement or payment obligations with
respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such
agreement in the event of default are limited to repossession or sale of such property); (f) all obligations with respect to capital leases; (g) all indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness; provided that the amount of such indebtedness shall equal the lesser of (i) the amount secured, and (ii) the fair market value of the collateral secured; and (h) all Guaranty Obligations in respect of indebtedness or
obligations of others of the kinds referred to in clauses (a) through (g) above.


            “Indemnified Taxes” means Taxes other than Excluded Taxes. 


            
“Indemnitee” has the meaning specified in Section 9.03. 


            
“Independent Auditor” has the meaning specified in subsection 5.01(a) .


          “Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such
Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; undertaken under U.S. Federal, state or foreign law, including the Bankruptcy
Code.


          “Interest Coverage Ratio” means for any Person as of the end of any fiscal quarter, the ratio of (a) the EBIT of such
Person for the prior four consecutive fiscal quarters, to (b) the Interest Expense of such Person for the prior four consecutive fiscal quarters, all as determined on a Consolidated basis.


    
      “Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance
with Section 2.08.


    
      “Interest Expense” shall mean for any twelve month period the aggregate amount of interest expense of the Borrower and
its Subsidiaries for the last twelve months as determined on a consolidated basis in accordance with GAAP.


    
      “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December
and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing


8









with an Interest Period of more than three months' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months' duration after the first day of such Interest
Period.


    
     “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each Lender, nine or twelve months) thereafter, as the Borrower may elect; provided, that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on
the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing. 


    
     “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.06(i) . The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term
“Issuing Bank” shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.


           “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.


    
     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at
such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at
such time.


    
     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant
to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.


           “Letter of Credit” means any letter of credit issued pursuant to this Agreement.


    
     “Leverage Ratio” as to any Person at the end of any fiscal quarter means the ratio of (i) Funded Debt of such Person on
such date, to (ii) EBITDA of such Person for the four consecutive fiscal quarters then ending, all as determined on a Consolidated basis. For purposes of this definition only, if EBITDA is less than one dollar, EBITDA shall be deemed to be one
dollar.


    
     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of
the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by
the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits in the approximate amount of such 


9









Borrowing and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.


    
     “Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit
arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates
as debtor, under the Uniform Commercial Code or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under an operating lease.


          “Loan Documents” means this Agreement, the Notes and the Subsidiary Guaranties.

          “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.        
“Margin Stock” means
“margin stock” as such term is defined in Regulation T, U or X of the Board.


    
     “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations,
business, properties, condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower or any Subsidiary to perform under any Loan
Document and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.


    
     “Material Subsidiary” means any Subsidiary Guarantor and any other Subsidiary which, as reflected on the latest
financial statements delivered to the Administrative Agent under Section 6.01 (a) or Section 6.01(b) hereof, has (i) total assets in excess of $1,000,000, or (ii) EBIT during the prior four consecutive fiscal quarters of more than
$500,000.

           “Maturity Date” means June 30, 2008.
    
     “Multiemployer Plan” means a
“multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, to which the
Borrower or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.


    
     “Net Income” of the Borrower for any period shall mean the Borrower's consolidated net income (or net loss) for such
period determined in accordance with GAAP.

           “Note” has the meaning set forth in Section 2.10.
    
     “Obligations” means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document
owing by the Borrower to the Administrative Agent, the Issuing Bank, any Lender, or any Indemnitee, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter
arising.


10









    
     “Organization Documents” means, for any corporation or limited liability company, the certificate or articles of
incorporation, or certificate of formation, the bylaws, operating agreement, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable
resolutions of the board of directors (or any committee thereof) of such corporation or limited liability company.


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


           “Participant” has the meaning set forth in Section 9.04.


    
     “PBGC” means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its
principal functions under ERISA.


    
     “Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which the
Borrower sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately
preceding five (5) plan years.


           “Permitted Liens” has the meaning specified in Section 6.01.


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


    
     “Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) which the Borrower sponsors or maintains or
to which the Borrower makes, is making, or is obligated to make contributions and includes any Pension Plan.


    
     “Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as
its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

           “Register” has the meaning set forth in Section 9.04.
    
     “Related Parties” means, with respect to any specified Person, such Person's Affiliates and the respective directors,
officers, employees, agents and advisors of such Person and such Person's Affiliates.


    
     “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other
than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.


    
     “Required Guarantor” means (a) any Subsidiary owning trademarks or other intangibles material to the conduct of the
business of Borrower and its Subsidiaries; (b) any Domestic Subsidiary with (x) Shareholder's Equity greater than $1,000,000 or (y) EBIT for any four consecutive fiscal quarters greater than $1,000,000; and (c) Dendrite Interactive Marketing
LLC. Any other Subsidiary required pursuant to Section 5.13(b) to execute and deliver a Subsidiary Guaranty shall also be a “Required Guarantor.”


11









    
     “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and unused Commitments representing at
least 67% of the sum of the total Revolving Credit Exposures and unused Commitments at such time.


    
     “Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination
of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.


    
     “Responsible Officer” means the chief executive officer, president or chief financial officer of the Borrower; or, with
respect to compliance with financial covenants, the chief financial officer or the treasurer of the Borrower.


    
     “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with
respect to any Equity Interests in 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 Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.


            “Revolving Borrowing” has the same meaning as “Borrowing”.


    
     “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount
of such Lender's Revolving Loans and its LC Exposure at such time.


            “Revolving Loan” means a Loan made pursuant to Section 2.03.


            “Shareholder's Equity” of any Person has the meaning assigned to that term by GAAP.


          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new nonnegotiable nonpersonal time deposits in dollars of over $100,000 with maturities approximately equal to three months, and (b) with respect to the Adjusted LIBO Rate, for eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall
be adjusted automatically on and as of the effective date of any change in any reserve percentage.


    
     “Subordinated Debt” means any unsecured Indebtedness of the Borrower (a) no part of the principal of which is stated to
be payable or is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to the Maturity Date, and the payment of the principal of and interest on which and other obligations of
the Borrower in respect thereof are subordinated to the prior payment in full of the principal of and interest (including post-petition interest) on the Notes and all other obligations and liabilities of the Borrower to the
Administrative Agent, the Lenders and the Issuing Bank


12









 hereunder or under any other Loan Document on terms and conditions first approved in writing by the Administrative Agent and (b) otherwise containing terms, covenants
and conditions satisfactory in form and substance to the Administrative Agent, as evidenced by its prior written approval thereof.


    
     “Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or
other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a
“Subsidiary” refer to a Subsidiary of the Borrower.


    
     “Subsidiary Guarantor” means any Subsidiary that has executed and delivered a Subsidiary Guaranty.


    
     “Subsidiary Guaranty” means the guaranty of obligations of the Borrower to the Administrative Agent, the Issuing Bank
and the Lenders under this Agreement and the other Loan Documents in form and substance satisfactory to the Administrative Agent executed at any time by a Subsidiary Guarantor.


    
     “Surety Instruments” means all letters of credit (including standby and commercial), banker's acceptances, bank
guaranties, shipside bonds, surety bonds and similar instruments.


    
     “Swap Contract” means any agreement, whether or not in writing, that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or
governing any or all of the foregoing.


    
     “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 by the Borrower based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include the Administrative Agent).


    
     “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed
by any Governmental Authority.


    
     “Three-Month Secondary CD Rate” means, for any day, the secondary market rate for three-month certificates of
deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the
current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported on such day or such next preceding Business Day, the average of the secondary
market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day is not
a Business Day, on the next preceding Business Day) by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.


13









    
     “Transactions” means the execution, delivery and performance by the Borrower and the Subsidiary Guarantors of this
Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


    
     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


    
     “Unfunded Pension Liability” means the excess of all Plans' aggregate benefit liabilities under Section 4041(a)(16) of ERISA, over the current value of those Plans' assets, determined in accordance with the assumptions used for funding such Pension Plans pursuant to Section 412 of the Code for the applicable plan year.


    
     “Wholly-Owned Subsidiary” means any corporation in which (other than directors' qualifying shares required by law) 100%
of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by the Borrower, or by
one or more of the other Wholly-Owned Subsidiaries, or both.


    
     SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and
referred to by Type (e.g., a “Eurodollar Loan” or an “ABR Loan”). Borrowings also may be classified and referred to by Type (e.g., a
“Eurodollar Borrowing” or an “ABR Borrowing”).


    
     SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any definition of or
reference to any statute or regulation herein shall be construed as referring to such statute or regulation as from time to time amended, supplemented or otherwise modified, (c) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words
“asset” and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


    
     SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that
the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of


14









whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


ARTICLE II


The Credits


    
     SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving
Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limit and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.


    
     SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender's failure to make Loans as required.


    
     (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect
the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.


    
     (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less
than $3,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000; provided
that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.06(e) . Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 10 Eurodollar Revolving Borrowings outstanding.


    
     (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.


    
     SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not
later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)
may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Notwithstanding the foregoing, if the closing under this Agreement occurs before 2:00 p.m. on the Closing Date, then such notice of a request for an
ABR Borrowing to be made on the Closing Date may be given to the Administrative
Agent at the time of  


15









such closing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:



(i)  the aggregate amount of the requested Borrowing; 


(ii)  the date of such Borrowing, which shall be a Business Day; 


(iii)  whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 


(iv)  in the case of a Eurodollar
Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the
definition of the 
term “Interest Period”; and 


(v)  the location and number of the Borrower's account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.07. 







If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.


             SECTION 2.04. 
[Reserved] 



             SECTION 2.05. 
[Reserved] 



    
     SECTION 2.06. Letters of Credit. (a) General.
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time
during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered
into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.


    
     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit
(or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, 


16









amendment,  renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$10,000,000 and (ii) the sum of the total Revolving Credit Exposures shall not exceed the total Commitments. When issued, the amount of each Letter of Credit shall be not less than $50,000 unless the Administrative Agent otherwise
agrees.


    
     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the
date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


    
     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason.
Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction
whatsoever.


    
     (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower
shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received
notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is
not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $100,000 the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in
respect thereof and such Lender's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,
to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the Lenders.
Promptly following receipt by the Administrative Agent of any payment from the
Borrower pursuant to this paragraph, the Administrative Agent shall distribute
such payment to the Issuing Bank or, to the extent that Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders  


17









and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


    
     (f) Obligations Absolute. The Borrower's obligation to reimburse LC Disbursements as provided in paragraph (e) of this
Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or
not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower's obligations hereunder. Neither the Administrative Agent, the
Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be
in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


    
     (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has
made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse
the Issuing Bank and the Lenders with respect to any such LC Disbursement.


    
     (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such
LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c)
shall apply. Interest accrued pursuant to this


18









 paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.


    
     (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the
Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b) . From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations
of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term
“Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank
under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.


    
     (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower
receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in clause (f) or (g) of Section 7.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower under this Agreement and the other Loan Documents. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Bank when due for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be applied as a payment to satisfy other obligations of the Borrower under this Agreement.
If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days
after all Events of Default have been cured or waived.


    
     (k) Existing Letters of Credit. The Borrower and JPMorgan Chase Bank, N.A. acknowledge that such Bank has previously
issued (pursuant to the Credit Agreement dated as of June 16, 2003 among the Borrower, the lenders party thereto and such Bank as administrative agent for such lenders) three letters of credit for the account of the Borrower in the amounts
(respectively) of $400,000, $521,745.48 and $4,800,000 that are now outstanding. Such Bank, the Administrative Agent, the Issuing Bank, the other Lenders and the Borrower agree that such letters of credit will be deemed to have been
issued by the Issuing Bank under this Agreement and to be “Letters of Credit” hereunder.


    
     SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds by 12:00 noon, 


19









New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent shall make such Loans available to the Borrower
by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank.


    
     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any 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 paragraph (a) of this Section 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 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 (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to
ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan included in such Borrowing.


    
     SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the
applicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


    
     (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under
Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.


    
     (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:



(i)  the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);






20










(ii)  the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)  whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)  if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term
“Interest
Period”.






If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.


    
     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting
Borrowing.


    
     (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


    
     SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall
terminate on the Maturity Date.


    
     (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Commitments.


    
     (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.


    
     SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date.


21









    
     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.


    
     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.


    
     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.


    
     (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered
assigns). Each such promissory note will be called herein a “Note”.


    
     SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.


    
     (b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional
notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating
to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section
2.13.


    
     SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee on the average daily unused portion of the Commitment of such Lender, computed on a quarterly basis in arrears on the last Business Day of each calendar quarter based upon the daily utilization for that quarter as calculated by the
Administrative Agent using the Applicable Rate (appropriately pro-rated, if the Applicable Rate changes during such quarter). For
purposes of calculating utilization under this 


22









subsection,  the Commitment of a Lender shall be deemed used on any day to the extent of such Lender’s Revolving Credit Exposure on such day. Such commitment fees shall
accrue from the Closing Date to the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2005 through the Maturity Date, with the final payment to be made on
the Maturity Date; provided that, in connection with any reduction or termination of Commitments under Section 2.09, the accrued commitment fees calculated for the period ending on such date shall also be paid on the date of such reduction or
termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date. The commitment fees provided in this subsection shall accrue at all times after the
above-mentioned commencement date, including at any time during which one or more of the conditions of Section 3.02 are not met. The commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed.


    
     (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at
the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of six one-hundredths of one percent (.06%) per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing
Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any
Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last
day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such
fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.


    
     (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees (if any) payable in the amounts and at the times separately agreed upon between the Borrower and the
Administrative Agent.


    
     (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


    
     SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus
the Applicable Rate.


    
     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.


23









    
     (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided
in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


    
     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an
ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


    
     (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


    
     SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar
Borrowing:


(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period;
or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans
included in such Borrowing for such Interest Period;




then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR Borrowing.


             SECTION 2.15. Increased Costs. (a) If any Change in Law shall:


(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement
reflected in the Adjusted LIBO Rate) or the Issuing Bank; or




24









(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;




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


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


    
     (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 15 days after receipt thereof.


    
     (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to
demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's or the Issuing
Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day
period referred to above shall be extended to include the period of retroactive effect thereof.


    
     SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than
on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of
any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have



25









been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.


    
     SECTION 2.17. Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any
other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant Governmental Authority in accordance with applicable law.


    
     (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.


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


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


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


    
     (f) If the Administrative Agent or a 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 2.17, it shall pay
over such refund to the 


26









Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent or such Lender 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 Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other Person. 


    
     SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower shall make each payment
required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) or under any other Loan Document prior to 12:00 noon, New York City
time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to the Issuing Bank as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.


           (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


    
     (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than 


27









to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,
that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.


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


    
     (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b) or 2.18(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender's obligations under such Sections until all such unsatisfied obligations are
fully paid.


    
     SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section
2.15, 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 2.17, then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


    
     (b) If any Lender requests compensation under Section 2.15, 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 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and
delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement 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 received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, 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) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section
2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and 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. 


28









ARTICLE III


Conditions




            SECTION 3.01. Closing Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative
Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received the Note, duly executed by the Borrower.

(c) The Administrative Agent shall have received the Subsidiary Guaranties, duly executed by the Required Guarantors (respectively).

(d) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of Pitney Hardin LLP, counsel for the Borrower, covering such
matters relating to the Borrower, the Required Guarantors, this Agreement, the other Loan Documents and the Transactions as the Administrative Agent shall reasonably request, in form and substance satisfactory to the Administrative Agent. The
Borrower hereby requests such counsel to deliver such opinion.

(e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower,
the Required Guarantors, the authorization of the Transactions and any other legal matters relating to the Borrower, the Required Guarantors, this Agreement, the other Loan Documents or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

(f) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, stating that (i) the representations and warranties contained in Article IV are
true and correct on and as of such date, and (ii) no Default exists on such date and no Default would result from any Borrowing being made on such date, and (iii) there has occurred since December 31, 2004 no event or circumstance that has resulted
or could reasonably be expected to result in a Material Adverse Effect.

(g) All amounts owing by the Borrower under the credit agreement dated June 16, 2003 (as amended) among the Borrower, the lenders party thereto and JPMorgan Chase Bank shall have been paid.




29









(h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required
to be reimbursed or paid by the Borrower hereunder.

(i) The Administrative Agent shall have received evidence of such other approvals, opinions, documents or materials as the Administrative Agent may reasonably request.




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


    
     SECTION 3.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of
the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of
Credit, as applicable.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.




Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section.


ARTICLE IV


Representations and Warranties


             The Borrower represents and warrants to the Lenders that:


    
     SECTION 4.01. Corporate Existence and Power. The Borrower and each of its Subsidiaries:


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

(b) has the power and authority to execute, deliver, and perform its obligations under the Loan Documents;

(c) has the power and authority and all governmental licenses, authorizations, consents and approvals to own its assets and to carry on its business except to the extent that the failure to have such power and authority or
such licenses, authorizations, consents and approvals would not reasonably be expected to have a Material Adverse Effect;

(d) is duly qualified as a foreign corporation 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 except to the extent that the failure to be so would not reasonably be expected to have a Material Adverse Effect; and




30









(e) is in compliance in all material respects with all Requirements of Law except to the extent that the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.




            SECTION 4.02. Authorization; No Contravention. The execution, delivery and performance by the Borrower and the
Subsidiary Guarantors of this Agreement and each other Loan Document to which such Person is party, have been duly authorized by all necessary corporate action, and do not and will not:


(a) contravene the terms of any of that Person's Organization Documents;

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

(c) violate any Requirement of Law in any respect, the violation of which would be reasonably be expected to result in a Material Adverse Effect.




    
     SECTION 4.03. 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 or any of the Subsidiary Guarantors of this Agreement or any other Loan
Document.


   
      SECTION 4.04. Binding Effect. This Agreement and each other Loan Document to which the Borrower or any Subsidiary
Guarantor is a party constitute the legal, valid and binding obligations of the Borrower and such Subsidiary Guarantor to the extent it is a party thereto, enforceable against such Person 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.


    
     SECTION 4.05. Litigation. Set forth on Schedule 4.05 are, as of the Closing Date, all actions, suits, proceedings,
claims or disputes which, to the knowledge of the Borrower, if determined adversely to the Borrower or its Subsidiary, could reasonably be expected to result in liability for damages in an amount exceeding $250,000 (the
“Disclosed Claims”).
Including the Disclosed Claims, there are no actions, suits, proceedings, claims or disputes pending or (to the 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:


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

(b) which, if determined adversely to the Borrower or its Subsidiaries, could result in liability for damages which would be reasonably expected to result in 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 


31









Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided.


    
     SECTION 4.06. No Default. No 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 material 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 subsection 7.01(e) .


    
     SECTION 4.07. ERISA Compliance. (a) (i) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law; (ii) 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 cause the loss of such qualification, and (iii) the Borrower and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.


          (b) There are no pending or, to the best knowledge of 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 violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in
a Material Adverse Effect.


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


    
     SECTION 4.08. Use of Proceeds; Margin Regulations. The proceeds of the Loans are to be used solely for the purposes set
forth in and permitted by Section 5.12 and Section 6.07. 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
and none of the proceeds of the Loans shall be used for the purpose of purchasing or carrying Margin Stock.


    
     SECTION 4.09. 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, reasonably be expected to have a
Material Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.


32









    
     SECTION 4.10. Taxes. The Borrower and its 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 reasonably be expected to have a
Material Adverse Effect.


    
     SECTION 4.11. Financial Condition. Since December 31, 2004, there has been no Material Adverse Effect.


    
     SECTION 4.12. Environmental Matters. The Borrower is not aware of any existing Environmental Claims on its business,
operations or properties (whether owned or leased), except as specifically disclosed in Schedule 4.12, which, individually or in the aggregate, are reasonably expected to result in a Material Adverse Effect.


    
     SECTION 4.13. Regulated Entities. None of the Borrower, any Person controlling the Borrower, or any Subsidiary, is an
“Investment Borrower” within the meaning of the Investment Borrower Act of 1940. The Borrower is not subject to regulation under the Public Utility Holding Borrower Act of 1935, the Federal Power Act, any state public utilities code, or any other
Federal or state statute or regulation limiting its ability to incur Indebtedness.


    
     SECTION 4.14. No Burdensome Restrictions. To the knowledge of the Borrower, 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.


    
     SECTION 4.15. Copyrights, Patents, Trademarks and Licenses, Etc. The Borrower or its 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
conflict in any material respect with the rights of any other Person. To the 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 infringes upon any rights held by any other Person in any material respect. Except as specifically disclosed in Schedule 4.05, no claim or litigation regarding any of the foregoing is pending or to the
knowledge of the Borrower 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.


    
     SECTION 4.16. Subsidiaries. As of the Closing Date, the Borrower has no Subsidiaries other than those specifically
disclosed in part (a) of Schedule 4.16 hereto and has no equity investments in any other corporation or entity other than those specifically disclosed in part (b) of Schedule 4.16.


    
     SECTION 4.17. Insurance. Except as specifically disclosed in Schedule 4.17, the properties of the Borrower and its
Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower pursuant to insurance policies containing amounts, deductibles and risk coverages that are commercially prudent for the
Borrower.


    
     SECTION 4.18. 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, 


33









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 Administrative Agent or any Lender 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.


    
     SECTION 4.19. Subsidiary Guaranties. All Subsidiaries which meet the criteria set forth in the definition of Required
Guarantor have authorized, executed and delivered a Subsidiary Guaranty in favor of the Administrative Agent, the Issuing Bank and the Lenders.


ARTICLE V


Affirmative Covenants


    
     Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. 
Financial Statements. 
The Borrower shall deliver to the Administrative Agent and each Lender, in form and
detail satisfactory to the Administrative Agent:


(a) as soon as available, but not later than 90 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year and the related
audited consolidated statements of income or operations, shareholders' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the opinion of a
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 not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower's or any Subsidiary's records and shall be
delivered to the Administrative Agent and the Lenders pursuant to a reliance agreement between the Administrative Agent and such Independent Auditor in form and substance satisfactory to the Administrative Agent. The Borrower shall concurrently
deliver for the same time period an unaudited consolidating balance sheet and unaudited consolidating statements of income and operations which present fairly the financial position of the Borrower and the Material Subsidiaries in a manner
reasonably satisfactory to the Administrative Agent; 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 (commencing with the fiscal quarter ended June 30, 2005), a copy of the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and the related consolidated statements of income, shareholders' equity and cash flows for the period commencing on the first day and ending on the last
day of such quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to year-end audit adjustments), the financial position and the results of operations of the Borrower and the Subsidiaries.





34









    
     SECTION 5.02. Certificates; Other Information. The Borrower shall furnish to the Administrative Agent and each
Lender:


(a) concurrently with the delivery of the financial statements referred to in subsections 5.01 (a) and 5.01(b), each of (x) a certificate of a Responsible Officer of the Borrower stating that in making the examination
necessary therefor no knowledge was obtained of any Default; or if knowledge of a Default was obtained, then a certificate of a Responsible Officer of the Borrower describing the nature of such Default, together with a description of the remedy of
same by the Borrower and (y) a Compliance Certificate executed by a Responsible Officer with computations demonstrating compliance with the financial covenants set forth in Section 6.12 and the covenant set forth in Section 6.14 in a form and
substance satisfactory to the Administrative Agent; and

(b) as soon as available, but not later than 60 days after the beginning of each fiscal year, a management-prepared budget of the Borrower and its Subsidiaries for such fiscal year containing management’s reasonable
and good faith projections for such fiscal year; and

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




    
     SECTION 5.03. Notices. The Borrower shall promptly notify the Administrative Agent and each Lender:


(a) of the occurrence of any Default, and of the occurrence or existence of any event or circumstance that reasonably foreseeably will become a Default;

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

(c) of the occurrence of any of the following events affecting the Borrower or any ERISA Affiliate (but in no event more than 30 days after such event), and deliver to the Administrative Agent and each Lender a copy of any
notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to the Borrower or any ERISA Affiliate with respect to such event:


(i) an ERISA Event which could reasonably be expected to have a Material Adverse Effect;

(ii) the Unfunded Pension Liability of any Pension Plan shall increase in a manner which could reasonably be expected to have a Material Adverse Effect;






35










(iii) the adoption of, or the commencement of contributions to, any material Plan subject to Section 412 of the Code by the Borrower or any ERISA Affiliate; or

(iv) the adoption of any amendment to any material Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability; 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 subsection 5.03(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.


    
     SECTION 5.04. Preservation of Existence, Etc. The Borrower shall, and shall cause each Subsidiary to:


(a) preserve and maintain in full force and effect its existence and good standing under the laws of its state or jurisdiction of incorporation;

(b) preserve and maintain in full force and effect all material 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 6.03 and sales of assets permitted by Section 6.02, the non-preservation of which could reasonably be expected to have a Material Adverse Effect;

(c) use reasonable efforts, in the ordinary course of business, to preserve its business organization and goodwill; and

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




    
     SECTION 5.05. Maintenance of Property. The Borrower shall maintain, and shall cause each Subsidiary to maintain, and
preserve all its material 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 and except as permitted by Section 6.02. The Borrower and each Subsidiary shall use the standard of care typical in the industry in the operation and maintenance of its
facilities.


    
     SECTION 5.06. Insurance. The Borrower shall maintain, and shall cause each Subsidiary to maintain, with financially
sound and reputable independent insurers, insurance with respect to its material 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.


36









    
     SECTION 5.07. Payment of Obligations. The Borrower shall, and shall cause each Material Subsidiary to, pay and discharge
as the same shall become due and payable, all their respective obligations and liabilities, including 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.


    
     SECTION 5.08. Compliance with Laws. The Borrower shall comply, and shall cause each Subsidiary to 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), except such as may be contested in good faith or as to which a bona fide
dispute may exist and except where non-compliance is not reasonably expected to have a Material Adverse Effect.


    
     SECTION 5.09. Compliance with ERISA. The Borrower shall, and shall cause each of its ERISA Affiliates to: (a) maintain
each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state law; (b) cause each Plan which is qualified under Section 401 (a) of the Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to Section 412 of the Code.


    
     SECTION 5.10. Inspection of Property and Books and Records. The Borrower shall maintain and shall cause each Subsidiary
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 such
Subsidiary. The Borrower shall permit, and shall cause each Subsidiary to permit, representatives and independent contractors of the Administrative Agent and each Lender 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 officers, and independent public accountants and 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 and each Lender may do any of the
foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.


    
     SECTION 5.11. 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 where the failure to comply is not expected to have a Material Adverse Effect.


    
     SECTION 5.12. Use of Proceeds. The Borrower shall use the proceeds of the Loans and the Letters of Credit for general
corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business and for financing Acceptable Acquisitions.


    
     SECTION 5.13. Subsidiary Guarantors. (a) The Borrower will cause any Subsidiary which meets the criteria set forth in
the definition of Required Guarantor to execute and deliver a Subsidiary Guaranty to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) (i) within thirty (30) Business Days following the
acquisition by such Subsidiary of trademarks or other intangibles material to the conduct of the business of the Borrower and its Subsidiaries (in the case of a Required Guarantor described in clause (a) of the definition of the term Required
Guarantor), or (ii) within thirty (30) Business Days following the date of the delivery of the consolidating financial statements reflecting the fact that a Domestic Subsidiary meets such definition of Required Guarantor (in the case of a Required
Guarantor described in clause (b) of such definition).


37









    
     (b) In the event that the sum of the Shareholder's Equity of the Borrower and each Subsidiary Guarantor as reflected in a consolidating balance sheet of the Borrower (such sum hereinafter
referred to as the “Guaranty Equity Sum”) does not exceed 80% of the Shareholder's Equity of the Borrower as determined on a Consolidated basis (the
“Guaranty Equity Threshold”), then the Borrower shall cause such other Domestic Subsidiaries to
execute and deliver a Subsidiary Guaranty as may be needed to cause the Guaranty Equity Sum to exceed the Guaranty Equity Threshold. If the Guaranty Equity Sum does not exceed the Guaranty Equity Threshold after the execution of a Subsidiary
Guaranty by all of the Domestic Subsidiaries, then the Administrative Agent and the Borrower shall agree to a mutually acceptable guaranty or security arrangement, or within thirty (30) days after notice from the Administrative Agent to the
Borrower, the Borrower shall cause such Foreign Subsidiaries as are necessary to meet the Guaranty Equity Threshold to execute and deliver to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender)
a Subsidiary Guaranty acceptable in form and substance to the Administrative Agent. In the event that any Foreign Subsidiary shall have Shareholder's Equity as determined on a consolidating balance sheet of the Borrower in excess of 20% of the
Shareholder's Equity of the Borrower as determined on a Consolidated basis then either (i) the Borrower and the Administrative Agent shall agree to a mutually acceptable guaranty or security arrangement, or (ii) within thirty (30) days after notice
from the Administrative Agent to the Borrower the Borrower shall cause such Foreign Subsidiary to execute and deliver to the Administrative Agent (in sufficient multiple counterparts for the Administrative Agent and each Lender) a Subsidiary
Guaranty acceptable in form and substance to the Administrative Agent (for example: if Foreign Subsidiary A has Shareholder's Equity of 21 % of the Shareholder's Equity of the Borrower and Foreign Subsidiary B has Shareholder's Equity of 21% of the
Shareholder's Equity of the Borrower, then both Foreign Subsidiary A and Foreign Subsidiary B shall be subject to the requirements of this sentence).


ARTICLE VI


Negative Covenants


    
     Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder or under any other Loan Document have been paid
in full and all Letters of Credit have expired or terminated and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with the Lenders that:


    
     SECTION 6.01. Limitation on Liens. The Borrower shall not, and shall not suffer or permit any Subsidiary to, directly or
indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its property, 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
6.01 securing Indebtedness outstanding on such date;

(b) 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
5.07; provided that no notice of lien has been filed or recorded under the
Code;

(c) 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;




38









(d) 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;

(e) Liens on the property of the Borrower or any Subsidiary 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;

(f) 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;

(g) Liens securing obligations in respect of import letters of credit incurred by the Borrower in the ordinary course of its business;

(h) 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 Board, and
(ii) such deposit account is not intended by the Borrower or any Subsidiary to provide collateral to the depository institution; and

(i) Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof securing Indebtedness permitted by Section 6.05(f), provided that (1) such Liens were existing at the time such
corporation became a Subsidiary and were not created in anticipation of the Acquisition, (2) any such Lien does not by its terms cover any type of property or assets after the time such Person becomes a Subsidiary which were not of a type covered
immediately prior thereto, and (3) any such Lien does not by its terms secure any Indebtedness other than Indebtedness existing immediately prior to the existing time as such Person becomes a Subsidiary; and

(j) other Liens not exceeding $10,000,000 in the aggregate at any time.




    
     SECTION 6.02. Disposition of Assets. The Borrower shall not, and shall not suffer or permit any Subsidiary to, directly
or indirectly, 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 and conveyance of real estate owned by the Borrower located in Piscataway, New Jersey, and the sale and conveyance of any real estate owned (on the date of the closing in 2003 of the Acquisition of Synavant
Inc.) by Synavant Inc. or any then-Subsidiary of Synavant Inc. (including real estate referred to as Coltex House, Rectory Place, Loughborough, Leicestershire, LE1 ITW, United Kingdom), in each case for an amount not materially less then the fair market value thereof;




39









(c) the sale and assignment of accounts receivable and notes receivable of the Borrower or any Subsidiary in the aggregate face amount of up to $10,000,000 in any fiscal year, provided that such sale and assignment is
nonrecourse to the Borrower and its Subsidiaries and is on market terms;

(d) to the Borrower or a Subsidiary that is a Subsidiary Guarantor so long as no Default shall have occurred and is continuing;

(e) to a Subsidiary that is not a Subsidiary Guarantor, provided that (i) no Default shall have occurred and is continuing and (ii) the aggregate of such dispositions to all such Subsidiaries does not exceed $2,000,000;
and 

(f) other dispositions not exceeding $10,000,000 in the aggregate in any fiscal year.




    
     SECTION 6.03. Consolidations and Mergers. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
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 (i) the Borrower, provided that the Borrower shall be the continuing or surviving corporation, or (ii) with any one or more Subsidiaries, provided that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation;

(b) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or a Wholly-Owned Subsidiary (provided that such Wholly-Owned Subsidiary is or becomes a
Subsidiary Guarantor, if such selling Subsidiary is a Subsidiary Guarantor); and

(c) the Borrower may effect any Acceptable Acquisition.




    
     SECTION 6.04. Loans and Investments. The Borrower shall not purchase or acquire, or suffer or permit any Subsidiary to
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 (together,
“Investments”), except for:


(a)  Investments held by the Borrower or Subsidiary in the form of Cash Equivalents;


(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 Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to Borrower or to another of its Wholly-Owned Subsidiaries;




40







(d)  Acceptable Acquisitions; and
(e)  other Investments (excluding Acquisitions that are not Acceptable Acquisitions) that do not exceed $10,000,000 in the aggregate.





    
     SECTION 6.05. Limitation on Indebtedness. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:


(a)  Indebtedness of the Borrower incurred
pursuant to this Agreement; 

(b) Indebtedness of the Borrower consisting of Contingent Obligations permitted pursuant to Section 6.08;

(c) Indebtedness of the Borrower existing on the Closing Date and set forth in Schedule 6.05;

(d) Indebtedness of the Borrower incurred in connection with leases permitted pursuant to Section 6.09;

(e) 
Subordinated Debt; 

(f)  Indebtedness of a Person which becomes a Subsidiary after the date hereof,
provided that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation of the acquisition and (ii) immediately after giving effect to the acquisition of such Person by
the Borrower no Default shall have occurred and be continuing;

(g)  Indebtedness representing the extensions of credit described in Section 6.04(c);


(h) Indebtedness of Foreign Subsidiaries to third parties equal to an aggregate of no
more than $10,000,000 outstanding at any given time;

(i) Indebtedness in respect of letters of credit (other than Letters of Credit issued under this Agreement) issued for the account of the Borrower and Subsidiaries in an aggregate face amount outstanding of up to
$2,000,000; and

(j) other Indebtedness of the Borrower and Domestic Subsidiaries equal to an aggregate of no more than $5,000,000 outstanding at any given time.




    
     SECTION 6.06. Transactions with Affiliates. The Borrower shall not, and shall not suffer or permit any Subsidiary to,
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.


    
     SECTION 6.07. Use of Proceeds. (a) The Borrower shall not, and shall not suffer or permit any Subsidiary to, use any
proceeds of any Loan or Letter of Credit, directly or indirectly, (i) to purchase or carry Margin Stock in violation of Regulation U, (ii) to repay or otherwise refinance indebtedness of the Borrower or others incurred to purchase or carry Margin
Stock in violation of Regulation U, (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock in violation of Regulation U, or (iv) to acquire any security in any transaction that is subject to Section 13 or 14 of the Exchange Act.


41









    
     (b) The Borrower shall not, and shall not suffer or permit any Subsidiary to use any portion of the Loan proceeds, directly or indirectly, to make any Acquisition that is not an Acceptable
Acquisition.


    
     SECTION 6.08. Contingent Obligations. The Borrower shall not, and shall not suffer or permit any Subsidiary to, create,
incur, assume or suffer to exist any Contingent Obligations except:


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


(b)  Contingent Obligations of the Borrower and its Subsidiaries existing as of the Closing Date and listed in Schedule 6.08;


(c)  Contingent Obligations with respect to Surety Instruments incurred in the ordinary course of business;


(d)  Swap obligations of the Borrower;


(e)
 Guaranty Obligations with respect to Indebtedness of Subsidiaries permitted
pursuant to Section 6.05(f);


(f) forward foreign exchange obligations in the ordinary course of business of the Borrower and its Subsidiaries; and


(g) tax guaranty letters in favor of, and as requested by, foreign Governmental Authorities with respect to Wholly-Owned Subsidiaries.



          SECTION 6.09. 
Lease Obligations. 
The Borrower shall not, and shall not suffer or permit any Subsidiary to, create or
suffer to exist any obligations for the payment of rent for any property under lease or agreement to lease, except for:



(a) leases by the Borrower or any Subsidiary of real estate which, in the aggregate, do not result in annual rental obligations exceeding seven and one-half percent (7.5%) of the annual consolidated gross revenues of the
Borrower and its Subsidiaries for such year;


(b) leases by the Borrower or any Subsidiary, other than leases of real estate, in existence on the Closing Date and any renewal, extension or refinancing thereof;


(c) additional operating leases, other than leases of real estate, entered into by the Borrower or any Subsidiary after the Closing Date such that the annual rental payments for such additional leases do not exceed an
aggregate of $2,000,000; 


(d) leases, other than leases of real estate or as permitted in the clause (c) above, entered into by the Borrower or any Subsidiary after the Closing Date pursuant to sale-leaseback transactions in an aggregate net present
value not to exceed $2,000,000; and


42













(e) other leases by the Borrower or any Subsidiary (including Capital Leases) provided that the aggregate amount of the rental obligations thereunder is not more than $10,000,000. 



          SECTION 6.10. 
Change in Business. 
The Borrower shall not, and shall not suffer or permit any Subsidiary to, 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.

          
SECTION 6.11. 
Accounting Changes. 
The Borrower shall not, and shall not suffer or permit any Subsidiary to, 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.

             SECTION 6.12. 
Financial Covenants. 
The Borrower shall not:



(a) permit its Leverage Ratio as determined at the end of any fiscal quarter to be more than 2.00 to 1.00.


(b) permit its Interest Coverage Ratio as determined at the end of any fiscal quarter to be less than 2.00 to 1.00.


(c) permit its Fixed Charge Coverage Ratio as determined at the end of any fiscal quarter to be less than 1.75 to 1.00.



          SECTION 6.13. 
Optional Payments of Subordinated Debt and Modifications of Related
Debt. The Borrower shall not make any optional payment or prepayment on or redemption, defeasance or purchase of any Indebtedness, including, without limitation, the Subordinated Debt, or amend,
modify or change, or consent or agree to any amendment, modification or change to any of the terms relating to the payment or prepayment or principal of or interest on, any such Indebtedness, other than any amendment, modification or change which
would extend the maturity or reduce the amount of any payment of principal thereof or which would reduce the rate or extend the date for payment of interest thereon.

          SECTION 6.14. 
Restricted Payments. 
The Borrower shall not, and shall not permit any of its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that:



(a) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; and


(b) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; and


(c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans and other benefit plans for management or employees of the Borrower and its Subsidiaries; and


(d) provided that no Default then exists or would exist immediately after giving effect thereto, the Borrower may make Restricted Payments to the extent that such Restricted Payments made in any period consisting of four
consecutive fiscal quarters do not exceed 50% of Net Income for such period of four consecutive fiscal quarters (on a noncumulative basis).


43













ARTICLE VII


Events of Default



             SECTION 7.01. 
Events of Default. 
Any of the following shall constitute an
“Event of
Default”:



(a) The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or (ii) within three (3) days after the same becomes due, any interest, fee or any other amount payable hereunder or under any other Loan Document; or


(b) Any representation or warranty by the Borrower or any Subsidiary made or deemed made herein, in any Loan Document or which is contained in any certificate, document or financial or other statement by the Borrower or any
Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or


(c) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 5.03 or 5.09 or in ARTICLE VI; or


(d) The Borrower or any Subsidiary Guarantor fails to perform or observe any other term or covenant contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of 30 days
after the earlier of (i) the date upon which a Responsible Officer knew or reasonably should have known of such failure or (ii) the date upon which written notice thereof is given to the Borrower by the Administrative Agent (which notice will be
given at the request of any Lender); or


(e)     (i) The Borrower or any Subsidiary (A) fails to make any payment in respect of any Indebtedness or Contingent Obligation (other than in respect of 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 $500,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of such failure; or (B) fails to perform or observe any other condition or covenant, or any other event shall
occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, and such failure continues after the applicable grace or notice period, if any, specified in the relevant document on the date of
such failure if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity, or such Contingent Obligation 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 (1) 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 (2) any Termination Event (as so defined) 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 $500,000; or


44













(f) The Borrower or any Subsidiary Guarantor (i) ceases or fails to be solvent, or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if
any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the
foregoing; or


(g)     (i) Any involuntary Insolvency Proceeding is commenced or filed against the Borrower or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a
substantial part of the Borrower's or any Material Subsidiary's properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or
fully bonded within 60 days after commencement, filing or levy; (ii) the Borrower or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under
non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) the Borrower or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other
similar Person for itself or a substantial portion of its property or business; or


(h)     (i) An ERISA Event shall occur 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 $100,000 during any consecutive two year period; (ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $100,000 during any
consecutive two year period; or (iii) the Borrower or any ERISA Affiliate shall fail to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of $100,000 during any consecutive two year period; or


(i) One or more non-interlocutory judgments, non-interlocutory orders, decrees or arbitration awards is entered against the Borrower or any Material Subsidiary involving in the aggregate a liability (to the extent not
covered by independent third-party insurance as to which the insurer does not dispute coverage) as to any single or related series of transactions, incidents or conditions, of $1,000,000 or more singly, or $1,500,000 or more in the
aggregate, and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of 45 days after the entry thereof; or


(j) Any non-monetary judgment, order or decree is entered against the Borrower or any Subsidiary which does or would reasonably be expected to have a Material Adverse Effect, and there shall be any period of 45 consecutive
days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


(k) There shall exist any 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 any of its Subsidiaries or any of their respective properties:


45












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

(ii) which, if determined adversely to the Borrower or its Subsidiaries, could result in a Material Adverse Effect; or




(l) Any Subsidiary Guaranty shall at any time after its execution and delivery and for any reason cease to be in full force and effect or shall be declared null and void, or the validity and enforceability thereof shall be
contested by any Subsidiary Guarantor or any Subsidiary Guarantor shall deny it has any further liability or obligations thereunder and shall fail to perform its obligations thereunder; or

(m) A Change in Control occurs.

          SECTION 7.02. 
Remedies. If any Event of Default occurs, then, and in every such event (other than an event with respect
to the Borrower described in clause (f) or (g) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to
the Borrower described in clause (f) or (g) of Section 7.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower
accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

          SECTION 7.03. 
Rights Not Exclusive. 
The rights, powers, privileges and remedies provided for in this Agreement and the
other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.



ARTICLE VIII


The Administrative Agent



          Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent 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 of this Agreement or any other Loan Document, together with such actions and powers as are reasonably incidental thereto.

          The bank 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 such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.



46










          The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not 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 Subsidiaries that is communicated to or obtained by the bank serving as 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 with the
consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or 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 written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and 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, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative
Agent.

          The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent 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 be made by the proper Person, and shall not incur any liability for
relying thereon. 
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.

          The Administrative Agent may perform any and all its duties and exercise its rights and powers 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 its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs 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.

 

          Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor,




47










such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. 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 Administrative Agent's resignation hereunder, the provisions of this
Article and Section 9.03 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 it was acting as
Administrative Agent.

          Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender 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 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 related agreement or any document furnished hereunder or thereunder.



ARTICLE IX


Miscellaneous



          SECTION 9.01. 
Notices. (a) Except in the case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (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 telecopy, to
the Borrower, the Administrative Agent, the Issuing Bank or a Lender (as the case may be) at its address set forth beneath its signature line below.

          (b) Notices and other communications to the Lenders hereunder or under any other Loan Document may be delivered or furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree
to accept notices and other communications to it hereunder or under any other Loan Document by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.

          (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given
to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

          SECTION 9.02. 
Waivers; Amendments. 
(a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender
in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under each other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by




48










paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any
Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, or (v) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender;
provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank hereunder without the prior written consent of the Administrative Agent or the Issuing Bank, as the case may be.

          SECTION 9.03. 
Expenses; Indemnity; Damage Waiver. 
(a) 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 and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent or the Issuing Bank, including the fees, charges and disbursements of any counsel for the Administrative Agent or the Issuing Bank, in connection with the enforcement or protection of its rights in connection with this Agreement
or any other Loan Document , including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit. 

          (b) The Borrower shall
indemnify the Administrative Agent, the Issuing Bank and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby,
the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Claim related in any way to the Borrower or any of 


49




its Subsidiaries or property owned or used by any of them, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory 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, damages,
liabilities or related expenses 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.

          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or, the Issuing Bank, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such.

          (d) To the 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or
the use of the proceeds thereof.

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

          SECTION 9.04. 
Successors and Assigns. 
(a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. 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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b)     (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may 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 Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

                     (A) the Borrower,
provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate
of a Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (f) or (g) of Section 7.01 has occurred and is continuing, any other assignee; and

                     (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment
immediately prior to giving effect to such assignment.



50













         (ii) Assignments shall be subject to the following additional conditions:



                    (C) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of
the Commitment or 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) shall not be less than $5,000,000
unless each of the Borrower and the Administrative Agent otherwise consent,
provided that no such consent of the Borrower shall be required if an Event of Default under clause
(a), (b), (f) or (g) of Section 7.01 has occurred and is continuing;

                   (D) 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;

                     (E) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

                     (F) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent its address, payment instructions and such other related information as the Administrative Agent may request.

             For the purposes of this Section 9.04(b), the term “Approved Fund” has the following
meaning:          “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding
or investing in bank loans and similar extensions of credit in the ordinary course of its business and 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.

                     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto 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 2.15, 2.16, 2.17 and 9.03) . Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

                     (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans and LC Disbursements 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, the Issuing Bank 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, the
Issuing Bank and any Lender, at any reasonable time and  from time to time upon reasonable prior notice.


51









                 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an information referred to in Section 9.04(b)(ii)(D) (unless the assignee shall already be
a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section, and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.06(d) or (e), 2.07(b),
2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made is full, together with accrued
interest. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

              (c)         (i) Any Lender may,
without the consent of the Borrower, the Administrative Agent or the Issuing
Bank, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it);
provided that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such
obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

                         (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 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 2.17 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 2.17(e) as though it were a Lender.

             (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. 
Survival. All covenants, agreements, representations and warranties made by the Borrower herein or in any
other Loan Document and in the certificates or other instruments



52










delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or
any other Loan Document or any provision hereof or thereof.

          SECTION 9.06. 
Counterparts; Integration; Effectiveness. 
This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided
in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07. 
Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

          SECTION 9.08. 
Right of Setoff. 
If an Event of Default shall have occurred and be continuing and the outstanding Loans
have become due and payable (whether as scheduled or by acceleration pursuant to Section 7.02), each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of
each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          SECTION 9.09. 
Governing Law; Jurisdiction; Consent to Service of Process.
(a) This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in 



53










any action or proceeding arising out of or relating
to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be
heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts of any
jurisdiction.

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

          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by law.

          SECTION 9.10. 
WAIVER OF JURY TRIAL. 
EACH PARTY HERETO HEREBY 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. 
Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12. 
Confidentiality. 
(a) Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority, (iii) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its 



54











obligations, (vii) with the consent of the Borrower or
(viii) to the extent such Information (aa) becomes publicly available other than as a result of a breach of this Section or (bb) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential
basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower;
provided that, in the case of information received from the Borrower 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.

          (b) Notwithstanding anything herein to the contrary, the Administrative Agent, the Issuing Bank and each Lender (and their respective employees, representatives and other agents) may disclose
to any and all Persons, without limitation of any kind, the U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses)
that are provided to it relating to such tax treatment and tax structure; provided however the this sentence shall not apply to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.

          SECTION 9.13. 
Interest Rate Limitation. 
Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, together with all fees, charges and other amounts
which are treated as interest on such Loan under applicable law (collectively
the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the
Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

          SECTION 9.14. 
USA Patriot Act. 
Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that pursuant to the requirements of 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 to identify the Borrower in accordance with the Act.



[THE REMAINDER OF THIS PAGE

IS INTENTIONALLY LEFT BLANK]


 


 


 


55










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



	

DENDRITE INTERNATIONAL, INC. 


	
 

	
 

	
By: /s/ Brent Cosgrove          


	
          Name: Brent Cosgrove 

	
          Title: Vice President and Corporate Controller 

	
 

	
 

	
          Address for Notices: 

	
 

	
          Dendrite International, Inc. 

	
          1405 U.S. Highway 206 South 

	
          Bedminster, New Jersey 07921 

	
          Attention: Chief Financial Officer 

	
          Telecopy No.: 908-443-4361 

	
 

	
 

	
          With a simultaneous copy to: 

	
 

	
          Dendrite International, Inc. 

	
          1405 U.S. Highway 206 South 

	
          Bedminster, New Jersey 07921 

	
          Attention: General Counsel 

	
          Telecopy No.: 908-443-4369 




 
56










	 	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., individually and as 

	 
	 	Administrative Agent, 

	 

	 

	 

	 
	 	By: /s/ David F. Gibbs                     

	 
	 	         Name: David F. Gibbs 

	 
	 	         Title: Senior Vice President 

	 

	 

	Address for Notices as 
	 	         Address for Notices as Issuing Bank: 

	Administrative Agent: 
	 	 

	 

	JPMorgan Chase Bank, N.A. 
	 	         JPMorgan
Chase Bank, N.A. 

	Loan and Agency Services Group 
	 	         10420
Highland Mountain Drive 

	1111 Fannin, 10th
Floor 
	 	         Building
2, 4th 
Floor 

	Houston, Texas 77002-8039 
	 	         Tampa,
Florida 33610 

	Telecopy No.: 713-750-2938 
	 	         Telecopy
No.: 813-432-5161 (for standby L/C's) 

	 
	 	         Telecopy No.: 813-432-5167 (for documentary 

	 
	 	         L/C’s) 

	 

	 

	 

	With a simultaneous copy to: 
	 	         With a simultaneous copy to: 

	 

	JPMorgan Chase Bank, N.A. 
	 	         JPMorgan Chase Bank, N.A. 

	277 Park Avenue 
	 	         277 Park Avenue 

	New York, New York 10172 
	 	         New York, New York 10172 

	Attention: Mr. Philip J. Mousin 
	 	         Attention: Mr. Philip J. Mousin 

	Telecopy No.: 646-534-3078 
	 	         Telecopy No.: 646-534-3078 

	 

	 

	 
	 	         Address for Notices as Lender: 

	 

	 
	 	         JPMorgan Chase Bank, N.A. 

	 
	 	         277 Park Avenue 

	 
	 	         New York, New York 10172 

	 
	 	         Attention: Mr. Philip J. Mousin 

	 
	 	         Telecopy No.: 646-534-3078 








57













EXHIBIT A




[ASSIGNMENT AND ASSUMPTION]





     Reference is made to the Credit Agreement dated as of July __, 2005 (as amended and in effect on the date hereof, the
“Credit Agreement”), among Dendrite International, Inc., the Lenders named
therein and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings.

     The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth on the reverse hereof, the interests set forth on the reverse hereof (the
“Assigned Interest”) in the Assignor's rights and obligations under the Credit Agreement, including,
without limitation, the interests set forth on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Revolving Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in
Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and
after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to
the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement.

     This Assignment and Assumption is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, the Assignee’s address, payment instructions and such other related
information as the Administrative Agent may request.  The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement.

     This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York.


Date of Assignment: 



Legal Name of Assignor: 



Legal Name of Assignee: 


Assignee's Address for Notices: 


 
58










	 	 	 
	Closing Date of Assignment 
	 	 

	(“Assignment Date”): 
	 	 
	 	 

	
	
	
	
	

	  
	  
	  	 	 
	 	Percentage Assigned of 

	 
	 	 
	 	Facility/Commitment (set forth, 

	 
	 	 
	 	to at least 8 decimals, as a 

	 
	 	 
	 	percentage of the Facility and the 

	 
	 	 
	 	aggregate Commitments of all 

	 Facility 
	 	Principal Amount Assigned 
	 	Lenders thereunder) 

	 

	 Commitment Assigned: 
	 	$ 
	 	% 

	
	
	
	
	

	 

	 Revolving Loans: 
	 	 
	 	 

	
	
	
	
	



The terms set forth above and on the reverse side hereof are hereby agreed to:

	[Name of Assignor], as Assignor 

	 

	 

	 

	By:                                      
 
	         Name: 

	         Title: 

	 

	 

	[Name of Assignee] , as Assignee 

	 

	 

	 

	By:                                      

	         Name: 

	         Title: 






 	The undersigned hereby consent to the within assignment:*
 

	 

	Dendrite International, Inc. 
	 	JPMorgan Chase Bank, N.A., 

	 
	 	as Administrative Agent, 

	 

	 

	
By:                                     
	 	
By:                                      
 

	     
Name: 
	 	     
Name: 

	     
Title: 
	 	      Title: 


  

	 
	
	 
	* 
Consents to be included to the extent required
by Section 9.04(b) of the Credit Agreement.  

 

59













EXHIBIT B


FORM OF COMPLIANCE CERTIFICATE



     Reference is made to the certain Credit Agreement dated as of July ___, 2005 (as from time to time amended, extended, restated, modified or supplemented, the “Credit Agreement”;
capitalized terms used herein shall have the meaning assigned to them in the Credit Agreement), among Dendrite International, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.

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

     (a) The Leverage Ratio as of  ____________________
was ________________ and was based on the following financial covenant analyses, which are true and accurate in all material
respects on and as of the date of this Certificate.

[insert analysis]

     The maximum permissible Leverage Ratio determined at the end of any fiscal quarter is 2.00 to 1.00.

     (b) The Interest Coverage Ratio as of  __________________ was _______________ and was based on the following financial covenant analyses, which are true and accurate in all
material respects on and as of the date of this Certificate.



[insert analysis]



     The minimum permissible Interest Coverage Ratio as determined at the end of any fiscal quarter is 2.00 to 1.00.

     (c) The Fixed Charge Coverage Ratio as of  _______________ was ______________ and was based on the following financial covenant analyses, which are true and accurate in all
material respects on and as of the date of this Certificate.



[insert analysis]



     (d) The amount of Restricted Payments made pursuant to Section 6.14(d) during the period of four consecutive fiscal quarters ending ______________ was $ ______________ ; and
the Net Income for such period was $ _________________ .



[TO BE COMPLETED]









     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _________________ , 200__.



	
Dendrite International, Inc. 

	
 

	
 

	
 

	
By:                                


	
      Name: 

	
      Title 







2







	
 
	
SCHEDULE 2.01 


	 
	COMMITMENTS

	 
	Name of Lender	 	 	Lender’s Commitment 
	 	Lender’s Applicable Percentage

	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A. 
	 	 	$ 30,000,000 
	 	100 %
	 	 	 	 	 	 
	Total 
	 	 	$ 30,000,000 
	 	100 %



  






1




	 	 	 	 	 
	 
	 	SCHEDULE 2.13
	 	
	 	 	 	 	 
	 
	 	APPLICABLE RATES
	 	
	

	 
	 	ABR 
	 	Eurodollar
	 	Commitment

	
Leverage Ratio 

	 	Loan Spread 
	 	Loan Spread
	 	Fee Rate

	

	Category 1 
	 	 
	 		 	
	 	 	 	 	 	 	 
	Less than 1.0 
	 	0 
	 	.875 %
	 	.150 %

	

	Category 2 
	 	 
	 		 	
	 	 	 	 	 	 	 
	Equal to or greater than 
1.0, but less than or 
equal to 1.75 
	 	 
0 

	 	1.375 %
	 	.225 %

	

	Category 3 
	 	 
	 		 	
	 	 	 	 	 	 	 
	Greater than 1.75 
	 	0 
	 	1.75 %
	 	.25 % 
	


  





1