Unassociated Document


    Exhibit 4.1

     

     

    EXECUTION
COPY

     

    


     

    $750,000,000

     

    AMENDED
AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

     

    Dated
as of

     

    December
14, 2006

     

    among

     

    CENTURYTEL,
INC.,

     

    THE
LENDERS NAMED HEREIN,

     

    JPMORGAN
CHASE BANK, N.A.

     

    as
Administrative Agent,

     

    WACHOVIA
BANK, N.A.,

     

    as
Syndication Agent,

     

    


     

    BANK
OF AMERICA, N.A., BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, 

    SUNTRUST
BANK, COBANK, ACB, LEHMAN BROTHERS BANK, FSB,

    REGIONS
BANK and WILLIAM STREET COMMITMENT CORPORATION,

     

    as
Co-Documentation Agents

     

    
      
        

      

    

     

    
      	
              J.P.
      MORGAN SECURITIES INC.

            	 
      	
              WACHOVIA
      CAPITAL MARKETS, LLC

            


    

    
      As Joint
Bookrunners and Co-Lead Arrangers

       

        
          

        

      

      


       

      
         

        
          
          

          
          

        

         

        
           

        

      

      
        
          	
                  Table
      of Contents

                
	 
      	
                  Page

                
	 
      	 
      
	
                  SECTION
      1 DEFINITIONS.

                	
                  1

                
	
                           
      1.1.

                	
                  Certain
      Defined Terms.

                	
                  1

                
	
                           
      1.2.

                	
                  Accounting
      Principles.

                	
                  16

                
	
                           
      1.3.

                	
                  Other
      Definitional Provisions.

                	
                  16

                
	 	 
	
                  SECTION
      2 FACILITIES.

                	
                  17

                
	
                           
      2.1.

                	
                  Commitments.

                	
                  17

                
	
                           
      2.2.

                	
                  Procedure
      for Loan Borrowing.

                	
                  18

                
	
                           
      2.3.

                	
                  Conversion
      and Continuation Options.

                	
                  18

                
	
                           
      2.4.

                	
                  Fees.

                	
                  19

                
	
                           
      2.5.

                	
                  Optional
      Termination and Reduction of Commitments.

                	
                  19

                
	
                           
      2.6.

                	
                  Limitations
      on Eurodollar Tranches.

                	
                  20

                
	
                            2.7.

                	
                  Interest
      Rates and Payment Dates.

                	
                  20

                
	
                           
      2.8.

                	
                  Alternate
      Rate of Interest for Eurodollar Loans.

                	
                  21

                
	
                           
      2.9.

                	
                  Mandatory
      and Optional Prepayment of Loans.

                	
                  21

                
	
                           
      2.10.

                	
                  Reserve
      Requirements; Change in Circumstances.

                	
                  21

                
	
                           
      2.11.

                	
                  Change
      in Legality.

                	
                  23

                
	
                           
      2.12.

                	
                  Indemnity.

                	
                  24

                
	
                           
      2.13.

                	
                  Pro
      Rata Treatment.

                	
                  24

                
	
                           
      2.14.

                	
                  Sharing
      of Setoffs.

                	
                  24

                
	
                           
      2.15.

                	
                  Payments.

                	
                  25

                
	
                           
      2.16.

                	
                  Calculation
      of Eurodollar Rate.

                	
                  26

                
	
                           
      2.17.

                	
                  Computation
      of Interest and Fees.

                	
                  26

                
	
                           
      2.18.

                	
                  Booking
      Loans.

                	
                  26

                
	
                           
      2.19.

                	
                  Quotation
      of Rates.

                	
                  26

                
	
                           
      2.20.

                	
                  Taxes

                	
                  26

                
	 	 
	
                  SECTION
      3 LETTERS OF CREDIT

                	
                  28

                
	
                           
      3.1.

                	
                  L/C
      Commitment

                	
                  28

                
	
                            3.2.

                	
                  Procedure
      for Issuance of Letter of Credit

                	
                  29

                
	
                           
      3.3.

                	
                  Fees
      and Other Charges

                	
                  29

                
	
                           
      3.4.

                	
                  L/C
      Participations

                	
                  29

                
	
                           
      3.5.

                	
                  Reimbursement
      Obligation of the Borrower

                	
                  30

                
	
                           
      3.6.

                	
                  Obligations
      Absolute

                	
                  30

                
	
                           
      3.7.

                	
                  Letter
      of Credit Payments

                	
                  31

                
	
                           
      3.8.

                	
                  Applications

                	
                  31

                
	 	 
	
                  SECTION
      4 REPRESENTATIONS AND WARRANTIES.

                	
                  31

                
	
                           
      4.1.

                	
                  Purpose
      of Credit Facility.

                	
                  31

                
	
                           
      4.2.

                	
                  Corporate
      Existence, Good Standing, and Authority.

                	
                  31

                
	
                           
      4.3.

                	
                  Significant
      Subsidiaries.

                	
                  31

                
	
                           
      4.4.

                	
                  Financial
      Statements.

                	
                  32

                
	
                           
      4.5.

                	
                  Compliance
      with Laws, Charter, and Agreements.

                	
                  32

                
	
                           
      4.6.

                	
                  Litigation.

                	
                  32

                
	
                           
      4.7.

                	
                  Taxes.

                	
                  32

                
	
                           
      4.8.

                	
                  Environmental
      Matters.

                	
                  32

                
	
                           
      4.9.

                	
                  Employee
      Benefit Plans.

                	
                  33

                
	
                           
      4.10.

                	
                  Properties;
      Liens.

                	
                  33

                
	
                           
      4.11.

                	
                  Holding
      Company and Investment Company Status.

                	
                  33

                
	
                           
      4.12.

                	
                  Transactions
      with Affiliates.

                	
                  33

                
	
                           
      4.13.

                	
                  Leases.

                	
                  33

                
	
                            4.14.

                	
                  Labor
      Matters.

                	
                  34

                
	
                           
      4.15.

                	
                  Insurance.

                	
                  34

                
	
                           
      4.16.

                	
                  Solvency.

                	
                  34

                
	
                           
      4.17.

                	
                  Business.

                	
                  34

                
	
                           
      4.18.

                	
                  General.

                	
                  34

                
	 	 
	
                  SECTION
      5 CONDITIONS PRECEDENT.

                	
                  34

                
	
                           
      5.1.

                	
                  Initial
      Loan.

                	
                  34

                
	
                           
      5.2.

                	
                  Each
      Revolving Extension of Credit.

                	
                  35

                
	
                           
      5.3.

                	
                  Materiality
      of Conditions.

                	
                  36

                
	
                           
      5.4.

                	
                  Waiver
      of Conditions.

                	
                  36

                
	 	 
	
                  SECTION
      6 AFFIRMATIVE COVENANTS.

                	
                  36

                
	
                           
      6.1.

                	
                  Use
      of Proceeds.

                	
                  36

                
	
                           
      6.2.

                	
                  Books
      and Records.

                	
                  36

                
	
                           
      6.3.

                	
                  Items
      to be Furnished.

                	
                  36

                
	
                           
      6.4.

                	
                  Inspection.

                	
                  37

                
	
                           
      6.5.

                	
                  Taxes.

                	
                  37

                
	
                           
      6.6.

                	
                  Payment
      of Obligations.

                	
                  38

                
	
                           
      6.7.

                	
                  Expenses.

                	
                  38

                
	
                           
      6.8.

                	
                  Maintenance
      of Existence, Assets, Business, and Insurance.

                	
                  38

                
	
                           
      6.9.

                	
                  Preservation
      and Protection of Rights.

                	
                  38

                
	
                           
      6.10.

                	
                  Environmental
      Laws.

                	
                  38

                
	
                           
      6.11.

                	
                  Environmental
      Indemnification.

                	
                  39

                
	 	 
	
                  SECTION
      7 NEGATIVE COVENANTS.

                	
                  39

                
	
                           
      7.1.

                	
                  Employee
      Benefit Plans.

                	
                  39

                
	
                           
      7.2.

                	
                  Liens.

                	
                  39

                
	
                           
      7.3.

                	
                  Restricted
      Payments.

                	
                  39

                
	
                           
      7.4.

                	
                  Mergers
      and Consolidations.

                	
                  39

                
	
                           
      7.5.

                	
                  Loans,
      Advances, and Investments.

                	
                  40

                
	
                           
      7.6.

                	
                  Transactions
      with Affiliates.

                	
                  41

                
	
                           
      7.7.

                	
                  Sale
      of Assets.

                	
                  41

                
	
                           
      7.8.

                	
                  Compliance
      with Laws and Documents.

                	
                  42

                
	
                           
      7.9.

                	
                  New
      Businesses.

                	
                  42

                
	
                           
      7.10.

                	
                  Assignment.

                	
                  42

                
	
                           
      7.11.

                	
                  Fiscal
      Year.

                	
                  42

                
	
                           
      7.12.

                	
                  Holding
      Company and Investment Company Status.

                	
                  42

                
	
                           
      7.13.

                	
                  Amendments
      to Equity Units Documentation.

                	
                  42

                
	
                           
      7.14.

                	
                  Financial
      Covenants.

                	
                  43

                
	 	 
	
                  SECTION
      8 DEFAULT

                	
                  44

                
	
                           
      8.1.

                	
                  Payment
      of Obligation.

                	
                  44

                
	
                            8.2.

                	
                  Covenants.

                	
                  44

                
	
                            8.3.

                	
                  Debtor
      Relief.

                	
                  44

                
	
                           
      8.4.

                	
                  Attachment.

                	
                  44

                
	
                           
      8.5.

                	
                  Payment
      of Judgments.

                	
                  44

                
	 	 	 
	 	                                                                                                                                               
       ii	 
	 	 	 
	
                           
      8.6.

                	
                  Default
      Under Other Agreements.

                	
                  45

                
	
                           
      8.7.

                	
                  Misrepresentation.

                	
                  45

                
	
                           
      8.8.

                	
                  Change
      in Control.

                	
                  45

                
	
                           
      8.9.

                	
                  ERISA.

                	
                  46

                
	
                           
      8.10.

                	
                  Validity
      and Enforceability of Loan Papers.

                	
                  46

                
	 	 
	
                  SECTION
      9 RIGHTS AND REMEDIES

                	
                  46

                
	
                           
      9.1.

                	
                  Remedies
      Upon Event of Default.

                	
                  46

                
	
                           
      9.2.

                	
                  Waivers.

                	
                  47

                
	
                           
      9.3.

                	
                  Performance
      by Administrative Agent.

                	
                  47

                
	
                           
      9.4.

                	
                  Delegation
      of Duties and Rights.

                	
                  47

                
	
                           
      9.5.

                	
                  Lenders
      Not in Control.

                	
                  47

                
	
                           
      9.6.

                	
                  Waivers
      by Lenders.

                	
                  47

                
	
                           
      9.7.

                	
                  Cumulative
      Rights.

                	
                  48

                
	
                           
      9.8.

                	
                  Application
      of Proceeds.

                	
                  48

                
	
                           
      9.9.

                	
                  Certain
      Proceedings.

                	
                  48

                
	
                           
      9.10.

                	
                  Setoff.

                	
                  48

                
	 	 
	
                  SECTION
      10 THE AGENTS.

                	
                  48

                
	
                           
      10.1.

                	
                  Appointment.

                	
                  48

                
	
                           
      10.2.

                	
                  Delegation
      of Duties.

                	
                  49

                
	
                           
      10.3.

                	
                  Exculpatory
      Provisions.

                	
                  49

                
	
                           
      10.4.

                	
                  Reliance
      of Administrative Agent.

                	
                  49

                
	
                           
      10.5.

                	
                  Notice
      of Default.

                	
                  50

                
	
                           
      10.6.

                	
                  Non-Reliance
      on Agents and Other Lenders.

                	
                  50

                
	
                           
      10.7.

                	
                  Indemnification.

                	
                  50

                
	
                           
      10.8.

                	
                  Agent
      in its Individual Capacity.

                	
                  51

                
	
                           
      10.9.

                	
                  Successor
      Administrative Agent.

                	
                  51

                
	
                           
      10.10.

                	
                  Co-Documentation
      Agents and Syndication Agent.

                	
                  51

                
	 	 
	
                  SECTION
      11 MISCELLANEOUS.

                	
                  51

                
	
                           
      11.1.

                	
                  Changes
      in GAAP.

                	
                  51

                
	
                           
      11.2.

                	
                  Money
      and Interest.

                	
                  52

                
	
                           
      11.3.

                	
                  Number
      and Gender of Words.

                	
                  52

                
	
                           
      11.4.

                	
                  Headings.

                	
                  52

                
	
                           
      11.5.

                	
                  Exhibits.

                	
                  52

                
	
                           
      11.6.

                	
                  Notices.

                	
                  52

                
	
                           
      11.7.

                	
                  Exceptions
      to Covenants.

                	
                  53

                
	
                           
      11.8.

                	
                  Survival.

                	
                  54

                
	
                           
      11.9.

                	
                  Governing
      Law.

                	
                  54

                
	
                           
      11.10.

                	
                  Submission
      to Jurisdiction; Waivers.

                	
                  54

                
	
                           
      11.11.

                	
                  WAIVERS
      OF JURY TRIAL.

                	
                  54

                
	
                           
      11.12.

                	
                  Severability.

                	
                  55

                
	
                           
      11.13.

                	
                  Integration.

                	
                  55

                
	
                           
      11.14.

                	
                  Amendments,
      Etc.

                	
                  55

                
	
                           
      11.15.

                	
                  Waivers.

                	
                  56

                
	
                           
      11.16.

                	
                  Governmental
      Regulation.

                	
                  56

                
	
                           
      11.17.

                	
                  Multiple
      Counterparts.

                	
                  56

                
	
                           
      11.18.

                	
                  Successors
      and Assigns; Participations; Assignments.

                	
                  56

                
	
                           
      11.19.

                	
                  Confidentiality.

                	
                  59

                
	
                           
      11.20.

                	
                  Patriot
      Act.

                	
                  60

                
	 	 	 
	 	                                                                                                                                               
      iii	 
	 	 	 
	
                           
      11.21.

                	
                  Conflicts
      and Ambiguities.

                	
                  60

                
	
                           
      11.22.

                	
                  GENERAL
      INDEMNIFICATION.

                	
                  60

                


        

        
 

        
          
            	
                    SCHEDULES

                  
	
                    Commitments

                  	
                    Schedule 1

                  
	
                    Transactions
      with Affiliates

                  	
                    Schedule 4.12

                  
	
                    Business
      of Companies

                  	
                    Schedule 4.17

                  
	 	 
	
                    EXHIBITS

                  	 
      
	 	 
	
                    Revolving
      Note

                  	
                    Exhibit
      A

                  
	
                    Opinion
      of Borrower’s Counsel

                  	
                    Exhibit
      B

                  
	
                    Financial
      Report Certificate

                  	
                    Exhibit
      C

                  
	
                    Assignment
      and Assumption

                  	
                    Exhibit
      D

                  
	
                    Increased
      Facility Activation Notice

                  	
                    Exhibit
      E

                  
	
                    New
      Lender Supplement

                  	
                    Exhibit
      F

                  


          

        

         

         

         

         

        
           

          
            iv

          

          
            
            

          

        

      

       

       

       

      AMENDED
AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of December 14, 2006,
among CENTURYTEL, INC., a Louisiana corporation (the “Borrower”), the several
banks and other financial institutions or entities from time to time parties to
this Agreement (the “Lenders”), WACHOVIA BANK, N.A., as syndication agent (in
such capacity, the “Syndication Agent”), BANK OF AMERICA, N.A., BANK OF
TOKYO-MITSUBISHI UFJ TRUST COMPANY, SUNTRUST BANK, COBANK, ACB, LEHMAN BROTHERS
BANK, FSB, REGIONS BANK and WILLIAM STREET COMMITMENT CORPORATION, as
co-documentation agents (in such capacity, the “Co-Documentation Agents”), and
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).

      


      W I T N E
S S E T H :

      


      WHEREAS,
the Borrower entered into the Credit Agreement, dated as of March 7, 2005 (the
“Existing Credit Agreement”), with the several banks and other financial
institutions or entities parties thereto, the syndication agent and
co-documentation agents named therein and JPMorgan Chase Bank, N.A., as
administrative agent;

      


      WHEREAS,
the parties hereto have agreed to amend and restate the Existing Credit
Agreement as provided in this Agreement, which Agreement shall become effective
upon the satisfaction of the conditions precedent set forth in Section 5.1
hereof; and

      


      WHEREAS,
it is the intent of the parties hereto that this Agreement not constitute a
novation of the obligations and liabilities existing under the Existing Credit
Agreement and which remain outstanding or evidence repayment of any of such
obligations and liabilities and that this Agreement amend and restate in its
entirety the Existing Credit Agreement and re-evidence the obligations of the
Borrower outstanding thereunder;

      


      NOW,
THEREFORE, in consideration of the above premises, the parties hereto hereby
agree that, effective on the Effective Date (as defined below), the Existing
Credit Agreement shall be amended and restated in its entirety as
follows:

    

    
      

        SECTION
1

        


        DEFINITIONS.

        


        1.1.           Certain Defined
Terms.

        


        As used
in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

         

        “ABR” means, for any
day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.  For
purposes hereof:  “Prime Rate” shall
mean the rate of interest per annum publicly announced from time to time by
JPMorgan Chase Bank as its prime rate in effect at its principal office in New
York City (the Prime Rate not being intended to be the lowest rate of interest
charged by JPMorgan Chase Bank in connection with extensions of credit to
debtors).  Any change in the ABR due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective as of the opening of
business on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

         

         

        1

         

        “ABR Loan” means any
Loan the rate of interest applicable to which is based upon the
ABR.

         

        “Acquisitions” means
the acquisition by the Borrower or its Subsidiaries of at least a majority of
the capital stock or all or substantially all of the Property of another Person,
division of another Person or other business unit of another Person, whether or
not involving a merger or consolidation of such Person, provided that such Person or
Property is used or useful in the same or a similar line of business as set
forth on Schedule 4.17 hereto (or any reasonable extensions or expansions
thereof).

         

        “Adjusted Consolidated Net
Worth” means, as of the date of determination, Consolidated Net Worth
minus (i) deferred assets other than prepaid insurance, prepaid taxes,
prepaid interest, extraordinary retirements, and deferred charges where such
deferred charges are considered by Tribunals when setting rates,
(ii) patents, copyrights, trademarks, trade names, franchises, experimental
expense, goodwill (other than goodwill arising from the purchase of capital
stock or assets of a Person engaged in the business described on Schedule 4.17)
and similar intangible or intellectual property, and (iii) unamortized debt
discount and expense (other than debt discount and expense of the Companies
located in jurisdictions where such items are considered by Tribunals when
setting rates).

         

        “Administrative Agent”
is defined in the introduction to this Agreement.

         

        “Affiliate” of any
Person means any other individual or entity that directly or indirectly
controls, or is controlled by, or is under common control with, such Person,
and, for purposes of this definition only, “control,” “controlled by,” and
“under common control with” mean possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person (whether through ownership of Voting Stock, by contract, or
otherwise).

         

        “Agents” means the
Administrative Agent, the Syndication Agent and the Co-Documentation
Agents.

         

        “Agreement” means this
Five-Year Revolving Credit Agreement, as the same may be amended, supplemented,
modified or restated from time to time.

         

        “Applicable Margin”
means, at the time of any determination thereof, for purposes of all Eurodollar
Loans, the margin of interest over the Eurodollar Rate which is applicable at
the time of any determination of interest rates under this Agreement, which
Applicable Margin shall be adjusted based on the Senior Unsecured Long-Term Debt
Rating, as determined as of the last day of the immediately preceding fiscal
quarter of the Borrower, as follows:

         

      

      
        
          	
                  Senior
      Unsecured

                  Long-Term
      Debt Rating

                	
                  Applicable
      Margin

                
	
                  A-
      or A3 or better

                	
                  25.0
      basis points

                
	
                  BBB+
      or Baal

                	
                  35.0
      basis points

                
	
                  BBB
      or Baa2

                	
                  45.0
      basis points

                
	
                  BBB-
      or Baa3

                	
                  55.0
      basis points

                
	
                  Below
      BBB- or Baa3

                	
                  75.0
      basis points

                


        

      

    

     

    
      “Application” means an
application, in such form as the Issuing Lender may specify from time to time,
requesting the Issuing Lender to open a Letter of Credit.

       

      2

       

      “Approved Fund” is
defined in Section 11.18(b)(ii).

       

      “Assignee” is defined
in Section 11.18(b)(i).

       

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

       

      “Attributable Debt”
means, in respect of any sale and leaseback transaction, at the time of
determination, the present value of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the sole option of the lessor, be extended.  Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with
GAAP.

       

      “Available Commitment”
means as to any Lender at any time, an amount equal to the excess, if any, of
(a) such Lender’s Commitment then in effect over (b) the
aggregate principal amount of Revolving Extensions of Credit made by such
Lender.

       

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

       

      “Borrower” is defined
in the introduction to this Agreement.

       

      “Borrowing” means a borrowing consisting
of simultaneous Loans from each of the Lenders distributed ratably among the
Lenders in accordance with their respective Commitments.

       

      “Borrowing Date” means
the Business Day upon which the proceeds of any Borrowing are to be made
available to the Borrower.

       

      “Business Day” means a
day other than a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to close, provided, that with
respect to notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Loans, such day is also a day for trading
by and between banks in Dollar deposits in the interbank eurodollar
market.

       

      “Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.

       

      “Cash Equivalents”
means, as at any date, (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than twelve months from the date of acquisition,
(b) dollar denominated time deposits and certificates of deposit of
(i) any Lender, (ii) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (iii) any
bank whose short-term commercial paper rating from S&P is at least A-1 or
the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof
(any such bank being an “Approved Bank”), in each case with maturities of not
more than 270 days from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P
or P-1 (or the equivalent thereof) or better by Moody's and maturing within six
months of the date of acquisition, (d) repurchase agreements entered into
by any Person with a bank or trust company (including any of the Lenders) or
recognized securities dealer having capital and surplus in excess of
$500,000,000 for direct obligations issued by or fully guaranteed by the United
States in which such Person shall have a perfected first priority security
interest (subject to no other Liens) and having, on the date of purchase
thereof, a fair market value of at least 100% of the amount of the repurchase
obligations and (e) investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by reputable
financial institutions having capital of at least $500,000,000 and the
portfolios of which are limited to investments of the character described in the
foregoing subdivisions (a) through (d).

       

      3

      “CLO” is defined in
Section 11.18(b)(ii).

       

      “Code” means the
Internal Revenue Code of 1986, as amended, together with rules and regulations
promulgated thereunder.

       

      “Co-Documentation
Agents” is defined in the introduction to this Agreement.

       

      “Commitment” means, as
to any Lender, the obligation of such Lender to make Loans and participate in
Letters of Credit in an aggregate principal amount not to exceed the amount set
forth under the heading “Commitment” opposite such Lender’s name on Schedule 1
or in the Assignment and Assumption pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof.  The original amount of the Total Commitments is
$750,000,000.

       

      “Commitment Fee” is
defined in Section 2.4(a).

       

      “Commitment Fee
Percentage” is defined in Section 2.4(a).

       

      “Commitment Period”
means the period from and including the Effective Date to the Termination
Date.

       

      "Commitment Utilization
Percentage" means on any day the percentage equivalent of a fraction (a)
the numerator of which is the Used Commitment and (b) the denominator of
which is the aggregate amount of the Total
Commitments.  Notwithstanding the foregoing, the Commitment
Utilization Percentage shall be deemed to be 100% if any Loans or Letters of
Credit remain outstanding after the Commitments hereunder have been
terminated.

       

      “Companies” means,
collectively, the Borrower and its Subsidiaries and “Company” means any of the
same.

       

      “Conduit Lender” means
any special purpose corporation organized and administered by any Lender for the
purpose of making Loans otherwise required to be made by such Lender and
designated by such Lender in a written instrument; provided, that the
designation by any Lender of a Conduit Lender shall not relieve the designating
Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and the designating
Lender (and not the Conduit Lender) shall have the sole right and responsibility
to deliver all consents and waivers required or requested under this Agreement
with respect to its Conduit Lender, and provided, further, that no
Conduit Lender shall (a) be entitled to receive any greater amount pursuant to
Section 2.10, 2.12, 2.20, 6.7 or 11.21 than the designating Lender would have
been entitled to receive in respect of the extensions of credit made by such
Conduit Lender or (b) be deemed to have any Commitment.

       

      “Confidential Information
Memorandum” means the Confidential Information Memorandum dated November
2006 and furnished to certain Lenders.

       

      4

       

      “Consolidated Net
Worth” means, as of the date of determination, the amount of stated
capital plus (or minus, in the case of a deficit) the capital surplus and earned
surplus of the Companies, as calculated in accordance with GAAP (but treating
Minority Interests in Subsidiaries as liabilities and excluding the
contra-equity account resulting from the Borrower’s obligations under its
employee stock ownership plan commitments).  For purposes of this
Agreement, Consolidated Net Worth shall exclude the effect of FASB Statements
No. 101 (“Regulated Enterprises-Accounting for the Discontinuation of
Application of FASB Statement No. 71”), 106 (“'Employers' Accounting for
Postretirement Benefits Other than Pensions”), 142 (“Goodwill and Other
Intangible Assets”) and 144 (“Accounting for the Impairment or Disposal of
Long-Lived Assets”) of the Financial Accounting Standards Board.

       

      “Consolidated Total Funded
Debt” means, as of the date of determination, the aggregate principal
amount of all Funded Debt of the Borrower and its Subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP.

       

      “Current Date” means
any date after November 15, 2006.

       

      “Current Financials”
means the consolidated Financial Statements of the Companies for the fiscal year
ended December 31, 2005, and the nine months ended September 30,
2006.

       

      “Debt” means (without
duplication), for any Person, all obligations, contingent or otherwise
(including, without limitation, contingent obligations in connection with
letters of credit), which in accordance with GAAP should be classified upon such
Person’s balance sheet as liabilities, but in any event including, without
limitation, whether or not such obligations in accordance with GAAP should be
classified as liabilities, (a) liabilities secured (or for which the holder
of such Debt has an existing Right, contingent or otherwise, to be so secured)
by any Lien existing on property owned or acquired by such Person or a
Subsidiary thereof (whether or not the liability secured thereby shall have been
assumed), (b) obligations which have been or under GAAP should be
capitalized for financial reporting purposes, (c) all guaranties,
endorsements, and other contingent obligations with respect to Debt of others,
including, but not limited to, any obligations to purchase, sell, or furnish
property or services intended by a Company primarily for the purpose of enabling
such other Person to make payment of any of such Person’s Debt, or to otherwise
assure the holder of any of such Debt against loss with respect thereto, and
(d) liabilities under any Swap Agreement.

       

      “Debt Rating” means
the public debt rating by S&P and Moody’s for that class of non-credit
enhanced, senior unsecured debt with an original term of longer than one year
issued by the Borrower which has the lowest rating of all classes of non-credit
enhanced, senior unsecured debt with an original term of longer than one year
issued by the Borrower.

       

      “Debtor Relief Laws”
means the Bankruptcy Code of the United States of America and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, fraudulent transfer or conveyance,
suspension of payments, or similar Laws from time to time in effect affecting
the Rights of creditors generally.

       

      “Default” means the
occurrence of any event which with the giving of notice or the passage of time
or both would become an Event of Default.

       

      “Dollars” and “$” means dollars in
lawful currency of the United States.

       

      “EBITDA” means for any
period, consolidated net income of the Companies for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
consolidated net income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or write-off of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
indebtedness (including the Loans), (c) depreciation and amortization, (d) any
extraordinary or nonrecurring non-cash expenses or losses, (e) any non-cash
charges resulting from requirements to mark-to-market Swap Agreements and (f)
non-cash expenses or losses which result from the implementation of FASB
statement of Financial Accounting Standards No. 142 (“Goodwill and Other
Intangible Assets”) and 144 (“Accounting for the Impairment or Disposal of
Long-Lived Assets”), and minus, (a) to the
extent included in the statement of such consolidated net income for such
period, any extraordinary, unusual or non-recurring income or gains (including,
whether or not otherwise includable as a separate item in the statement of such
consolidated net income for such period, gains on the sales of assets outside of
the ordinary course of business) and (b) any cash payments made during such
period in respect of items described in clause (d), (e) or (f) above subsequent
to the fiscal quarter in which the relevant non-cash expenses or losses were
reflected as a charge in the statement of consolidated net income, all as
determined on a consolidated basis.

       

      5

       

      “Effective Date” means
the date on which the conditions set forth in Section 5.1 shall have been
satisfied, which date is December 14, 2006.

       

      “Eligible
Reinvestment” means (i) any acquisition (whether or not constituting
a capital expenditure, but not constituting an Acquisition) of assets or any
business (or any substantial part thereof) used or useful in the same or a
similar line of business as set forth on Schedule 4.17 hereto (or any reasonable
extensions or expansions thereof) and (ii) any Acquisition.

       

      “Environmental Law”
means any Law that relates to the environment or handling or control of
Hazardous Substances.

       

      “Equity Units” means
(i) the $500,000,000 aggregate principal amount of equity units issued by the
Borrower on April 29, 2002 and (ii) any subsequent offering of equity units
issued by the Borrower the structure, terms and conditions of which are
substantially similar to the offering referred to in clause (i)
above.

       

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

       

      “ERISA Affiliate”
means any company or trade or business (whether or not incorporated) which, for
purposes of Title IV of ERISA, is a member of a group of which Borrower is
a member and which is under common control with Borrower within the meaning of
section 414 of the Code.

       

      “Eurocurrency Reserve
Requirements” mean, for any day as applied to a Eurodollar Loan, the
aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including basic,
supplemental, marginal and emergency reserves) under any regulations of the
Board or other Tribunal having jurisdiction with respect thereto dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a
member bank of the Federal Reserve System.

       

      “Eurodollar Base Rate”
means, with respect to each day during each Interest Period pertaining to a
Eurodollar Loan, the rate per annum determined on the basis of the rate for
deposits in Dollars for a period equal to such Interest Period commencing on the
first day of such Interest Period appearing on Page 3750 of the Telerate screen
as of 11:00 A.M., London time, two Business Days prior to the beginning of such
Interest Period.  In the event that such rate does not appear on Page
3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate”
shall be determined by reference to such other comparable publicly available
service for displaying eurodollar rates as may be selected by the Administrative
Agent or, in the absence of such availability, by reference to the rate at which
the Administrative Agent is offered Dollar deposits at or about 11:00 A.M., New
York City time, two Business Days prior to the beginning of such Interest Period
in the interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.

       

      6

       

      “Eurodollar Loan”
means any Loan the rate of interest applicable to which is based upon the
Eurodollar Rate.

       

      “Eurodollar Rate”
means, with respect to each day during each Interest Period pertaining to a
Eurodollar Loan, a rate per annum determined for such day in accordance with the
following formula (rounded upward to the nearest 1/100th
of 1%):

       

    

    
      
        	
                Eurodollar
      Base Rate

              
	
                1.00
      - Eurocurrency Reserve
Requirements

              


      

    

     

    
      “Eurodollar Tranche”
means the collective reference to Eurodollar Loans the then current Interest
Periods with respect to all of which begin on the same date and end on the same
later date (whether or not such Loans shall originally have been made on the
same day).

       

      “Event of Default”
means any of the events described in Section 8, provided there has
been satisfied any requirement in connection therewith for the giving of notice,
lapse of time, or happening of any further condition, event, or
act.

       

      "Excess Utilization
Day" means each day on which the Commitment Utilization Percentage equals
or exceeds 50%.

       

      “Existing Credit
Agreement” is defined in the recitals to this Agreement.

       

      “Federal Funds Effective
Rate” means, for any day, the weighted average 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 of the quotations for the day of
such transactions received by JPMorgan Chase Bank from three federal funds
brokers of recognized standing selected by it.

       

      “Financial Officer”
means the chief financial officer, treasurer or controller of the
Borrower.

       

      “Financial Report
Certificate” means a certificate substantially in the form of Exhibit
C.

       

      “Financial Statements”
means balance sheets, income statements, statements of stockholders’ equity, and
statements of cash flow prepared in comparative form to the corresponding period
of the preceding fiscal year.

       

      “Funded Debt” with
respect to any Person, shall mean and include, as of any date as of which the
amount thereof is to be determined, (a) indebtedness of such Person for
borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than current trade payables incurred in the
ordinary course of such Person’s business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e)
liabilities secured (or for which the holder thereof has an existing Right,
contingent or otherwise, to be so secured) by any Lien existing on property
owned or acquired by such Person or a Subsidiary thereof (whether or not the
liability secured thereby shall have been assumed), (f) obligations of such
Person which have been or under GAAP should be capitalized for financial
reporting purposes, and (g) Attributable Debt of such Person, but excluding
(i) indebtedness secured by or borrowed against the cash surrender value of
life insurance policies up to the amount of such cash surrender value and (ii)
an amount equal to 80% of the outstanding principal amount of indebtedness under
the Equity Units.

       

      7

       

      “Funding Office” means
the office of the Administrative Agent specified in Section 11.6 or such other
office as may be specified from time to time by the Administrative Agent as its
funding office by written notice to the Borrower and the Lenders.

       

      “GAAP” means generally
accepted accounting principles of the Accounting Principles Board of the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board which are applicable as of the date of the Financial Statements
in question.

       

      “Guaranty” means by
any particular Person, all obligations of such Person guaranteeing or in effect
guaranteeing any Debt, dividend or other obligation of any other Person (the
“primary obligor”) in any manner whether directly or indirectly, including,
without limitation of the generality of the foregoing, obligations incurred
through an agreement, contingent or otherwise, by such particular Person
(i) to purchase such Debt or obligation or any property or assets
constituting security therefor, (ii) to advance or supply funds
(x) for the purchase or payment of such Debt or obligation or (y) to
maintain working capital or equity capital or otherwise to advance or make
available funds for the purchase or payment of such Debt or obligation,
(iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of such Debt or obligation of the ability of the
primary obligor to make payment of the Debt or obligation or (iv) otherwise
to assure the owner of the Debt or obligation of the primary obligor against
loss in respect thereof.

       

      “Hazardous Substance”
means any hazardous or toxic waste, pollutant, contaminant, or
substance.

       

      “Increased Facility
Activation Notice” means a notice substantially in the form of Exhibit
E.

       

      “Increased Facility Closing
Date” means any Business Day designated as such in an Increased Facility
Activation Notice.

       

      “Indemnified Parties”
is defined in Section 11.21.

       

      “Interest Payment
Date” means (a) as to any ABR Loan, the last day of each March, June,
September and December to occur while such Loan is outstanding and the final
maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest
Period of three months or less, the last day of such Interest Period, (c) as to
any Eurodollar Loan having an Interest Period longer than three months, each day
that is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period (d) as to any Loan
(other than any Loan that is an ABR Loan), the date of any repayment or optional
prepayment made in respect thereof and (e) as to any Loan, the date of any
mandatory prepayment in respect thereof.

       

      “Interest Period”
means, as to any Eurodollar Loan, (a) initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one, two, three or six months thereafter, as selected
by the Borrower in its notice of borrowing or notice of conversion, as the case
may be, given with respect thereto; and (b) thereafter, each period commencing
on the last day of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one, two, three or six months thereafter, as selected
by the Borrower by irrevocable notice to the Administrative Agent not later than
11:00 A.M., New York City time, on the date that is three Business Days prior to
the last day of the then current Interest Period with respect thereto; provided that, all of
the foregoing provisions relating to Interest Periods are subject to the
following:

       

      8

       

      
        (i)           if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on the
immediately preceding Business Day;

         

        (ii)           the
Borrower may not select an Interest Period that would extend beyond the
Termination Date unless the Borrower acknowledges that it will be responsible
for any breakage costs owing under Section 2.12 resulting from repayment on the
Termination Date;

         

        (iii)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month; and

         

        (iv)           subject
to clause (ii) above, the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any Eurodollar Loan during an Interest Period
for such Loan.

         

      

      
        “Issuing Lenders”
means JPMorgan Chase Bank, N.A. and Wachovia Bank, N.A. or any respective
affiliate thereof, in its capacity as issuer of any Letter of
Credit.  Each reference herein to “the Issuing Lender” shall be deemed
to be a reference to the relevant Issuing Lender with respect to the relevant
Letter of Credit.

         

        “Laws” means all
applicable statutes, laws, treaties, ordinances, rules, regulations, orders,
writs, injunctions, decrees, judgments, or opinions of any
Tribunal.

         

        “L/C Commitment” is
$150,000,000.

         

        “L/C Obligations”
means, at any time, an amount equal to the sum of (a) the aggregate then undrawn
and unexpired amount of the then outstanding Letters of Credit and (b) the
aggregate amount of drawings under Letters of Credit that have not then been
reimbursed pursuant to Section 3.5.

         

        “L/C Participants”
means the collective reference to all Lenders other than the Issuing
Lenders.

         

        “Lenders” means those
lenders signatory hereto and other financial institutions which from time to
time become party hereto pursuant to the provisions of this
Agreement.

         

        “Letters of Credit” is
defined in Section 3.1(a).

         

        “Lien” means any lien,
mortgage, security interest, pledge, assignment, charge, title retention
agreement, or encumbrance of any kind, and any other Right of or arrangement
with any creditor to have his claim satisfied out of any property or assets, or
the proceeds therefrom, prior to the general creditors of the owner
thereof.

         

        “Litigation” means any
action conducted, pending, or threatened by or before any Tribunal.

         

        9

         

        “Loan Papers” means
(i) this Agreement, certificates delivered pursuant to this Agreement, and
exhibits and schedules hereto, (ii) any notes, security documents,
guaranties, and other agreements in favor of the Agents and the Lenders, or any
or some of them, ever delivered in connection with this Agreement, and
(iii) all renewals, extensions, or restatements of, or amendments or
supplements to, any of the foregoing.

         

        “Loans” is defined in
Section 2.1(a).

         

        “Majority Lenders”
means at any time the Lenders holding at least 51% of the then aggregate
Revolving Extensions of Credit or, if no Revolving Extensions of Credit are
outstanding, the Lenders having at least 51% of the Available
Commitments.

         

        “Margin Stock” means
“margin stock” within the meaning of Regulations T, U, or X of the
Board.

         

        “Material Adverse
Effect” means any set of one or more circumstances or events which,
individually or collectively, will result in any of the
following:  (a) a material and adverse effect upon the validity
or enforceability of any Loan Paper, (b) a material and adverse effect on
the consolidated financial condition of the Companies represented in the later
of the Current Financials or the most recent audited consolidated Financial
Statements, (c) a Default or (d) the issuance of an accountant’s
report on the Companies’ consolidated Financial Statements containing an
explanatory paragraph about the entity’s ability to continue as a going concern
(as defined in accordance with Generally Accepted Auditing
Standards).

         

        “Material Agreement”
of any Person means any material written or oral agreement, contract,
commitment, or understanding to which such Person is a party, by which such
Person is directly or indirectly bound, or to which any assets of such Person
may be subject, and which is not cancelable by such Person upon 30 days or less
notice without liability for further payment other than nominal penalty, and
which requires such Person to pay more than 1 percent of Consolidated Net Worth
during any 12-month period.

         

        “Minority Interest”
means, with respect to any Subsidiary, an amount determined by valuing preferred
stock held by Persons other than the Borrower and its wholly-owned Subsidiaries
at the voluntary or involuntary liquidating value of such preferred stock,
whichever is greater, and by valuing common stock or partnership interests held
by Persons other than the Borrower and its wholly-owned Subsidiaries at the book
value of capital and surplus applicable thereto on the books of such Subsidiary
adjusted, if necessary, to reflect any changes from the book value of common
stock required by the foregoing method of valuing Minority Interest attributable
to preferred stock.

         

        “Moody’s” means
Moody’s Investors Service, Inc.

         

        “Multiemployer Plan”
means a multiemployer plan as defined in sections 3(37) or 4001(a)(3) of
ERISA or section 414 of the Code to which any Company or any ERISA
Affiliate is making, or has made, or is accruing, or has accrued, an obligation
to make contributions.

         

        “Net Cash Proceeds”
means the aggregate cash or Cash Equivalents proceeds received by the Company in
respect of any disposition of assets as contemplated by Section 7.7(g), net
of (a) direct costs (including, without limitation, legal, accounting and
investment banking fees, and sales commissions), (b) taxes paid or payable
as a result thereof and (c) the amount necessary to retire any Debt secured
by a Permitted Lien on the related Property (unless the purchaser of the assets
has assumed the obligations to repay such Debt); it being understood that “Net
Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents
received upon the sale or other disposition of any non-cash consideration
received by any such Company in any disposition of assets.

         

        10

        “New Lender” is
defined in Section 2.1(c).

        “New Lender
Supplement” is defined in Section 2.1(c).

        “Non-Excluded Taxes”
is defined in Section 2.20(a).

         

        “Non-U.S. Lender” is
defined in Section 2.20(d).

         

        “Note” means a
promissory note of the Borrower, in substantially the form of Exhibit A hereto,
with the blanks appropriately completed, evidencing the aggregate indebtedness
of the Borrower to such Lender resulting from the Loans made by such Lender to
the Borrower, together with all modifications, extensions, renewals, and
rearrangements thereof.

         

        “Obligation” means all
present and future indebtedness, obligations, and liabilities, and all renewals,
extensions, and modifications thereof, owed to the Agents and the Lenders, or
any or some of them, by the Borrower, arising pursuant to any Loan Paper,
together with all interest thereon and costs, expenses, and attorneys’ fees
incurred in the enforcement or collection thereof.

         

        “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 from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Paper.

         

        “Participant” is
defined in Section 11.18(b).

         

        “PBGC” means the
Pension Benefit Guaranty Corporation, or any successor thereof, established
pursuant to ERISA.

         

        “Permitted Liens”
means (a) any Lien securing Debt incurred for the purchase or capital lease of
one or more assets, if such Lien encumbers only the assets so purchased or
leased; (b) pledges or deposits made to secure payment of workers’ compensation,
or to participate in any fund in connection with workers’ compensation,
unemployment insurance, pensions, or other social security programs; (c)
good-faith pledges or deposits made to secure performance of bids, tenders,
contracts (other than for the repayment of borrowed money), or leases, or to
secure statutory obligations, surety or appeal bonds, or indemnity, performance,
or other similar bonds in the ordinary course of business; (d) encumbrances and
restrictions on the use of real property which do not materially impair such
property; (e) (i) Liens for Taxes, (ii) Liens upon, and defects of title to,
property, including any attachment of property or other legal process prior to
adjudication of a dispute on the merits, (iii) Liens of mechanics, materialmen,
warehousemen, carriers, and landlords, and similar Liens, and (iv) adverse
judgments on appeal, in each case, with respect to this clause (e), if either
(x) no amounts are due and payable and no Lien has been filed or agreed to or
(y) the validity or amount thereof is being contested in good faith by the
lawful proceedings diligently conducted, reserve or other provision required by
GAAP has been made, levy and execution thereon have been (and continue to be)
stayed, and neither the value nor use of the property in question are materially
affected; (f) Liens in favor of the United States Department of Agriculture,
Rural Electrification Administration, the Rural Utilities Service or Rural
Telephone Bank or similar lenders such as the Rural Telephone Finance
Cooperative; (g) Liens on equity investments in CoBank or any other equity
investments in a financial institution which requires any Company to make an
equity investment in such institution in order to borrow money; (h) Liens
existing on any property of a Subsidiary existing at the time when it became
such, which were not created with a view of its becoming a Subsidiary, provided that (i) the
principal amount of the Debt secured by each such Lien shall not exceed the cost
(which shall be deemed to include the amount of all Debt secured by Liens,
including existing Liens, on such property) of such property to such Subsidiary,
or the fair value of such property (without deduction of the Debt secured by
Liens on such property) at the time of its becoming a Subsidiary, whichever is
the lesser, and (ii) the Debt secured by such Liens may not be increased,
extended, renewed or continued beyond its original stated maturity if such
increase, extensions or renewal would result in a Default under Section 7.14;
(i) Liens either on shares of stock of a corporation which, when such Liens
arise, concurrently becomes a  Subsidiary or on all or substantially
all of the assets of a corporation arising in connection with the purchase or
acquisition thereof by the Company, provided that the
Debt secured by such Liens may not be increased or extended, renewed or
continued beyond its original stated maturity if such increase, extensions or
renewal would result in a Default under Section 7.14; (j) Liens on property of a
Subsidiary (other than on the stock of Subsidiary except to the extent permitted
in clause (i) above) securing obligations owing to the Borrower or a
wholly-owned Subsidiary or securing indebtedness of such Subsidiary created,
assumed or incurred after the date hereof, the creation, assumption or
incurrence of which would not create a Default under Section 7.14; (k) except as
otherwise prohibited in clause (h) or (i) above, Liens securing extensions and
renewals of the Debt originally secured thereby; (l) Liens on accounts
receivables and related assets (including without limitation, all collateral,
guaranties and contracts associated with such accounts receivables, all of the
Receivables Entity’s interest in the inventory and goods the sale of which gave
rise to the accounts receivable, all lockbox or collection accounts related
thereto, all records related thereto, and all proceeds of the foregoing)
securing indebtedness incurred pursuant to a Qualified Receivables Transaction;
and (m) Liens on assets subject to any sale and leaseback transaction
consummated pursuant to Section 7.7(g).

         

        11

         

        “Person” means and
includes an individual, partnership, joint venture, corporation, trust, limited
liability company, limited liability partnership, or other entity, Tribunal,
unincorporated organization, or government, or any department, agency, or
political subdivision thereof.

         

        “Plan” means any plan
defined in Section 4021(a) of ERISA in respect of which the Borrower is an
“employer” or a “substantial employer” as such terms are defined in
ERISA.

         

        “Property” means any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.

         

        “Purchaser” is defined
in Section 11.18(c).

         

        “Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Borrower or any of its Subsidiaries pursuant to which the
Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to
(a) a Receivables Entity (in the case of a transfer by the Borrower or any of
its Subsidiaries) or (b) any other Person (in the case of a transfer by a
Receivables Entity), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Borrower or
any of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable, the
proceeds of such receivables and other assets which are customarily transferred,
or in respect of which security interests are customarily granted, in connection
with asset securitization involving accounts receivable.

         

        “Quarterly Payment
Date” means (a) the third Business Day following the last day of each
March, June, September and December and (b) the last day of the Commitment
Period.

         

        12

         

        “Receivables Entity”
means a Wholly Owned Subsidiary of the Borrower (to which the Borrower or any
Subsidiary transfers accounts receivable and related assets pursuant to a
Qualified Receivables Transaction) which engages in no activities other than in
connection with the financing of accounts receivable and whose assets consist
solely of receivables and related assets transferred to such entity in
connection with a Qualified Receivables Transaction:

         

      

      
        (a)           no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of which:

         

        (i)           is
guaranteed by the Borrower or any Subsidiary (excluding guarantees of
obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings);

         

        (ii)           is
recourse to or obligates the Borrower or any Subsidiary in any way other than
pursuant to Standard Securitization Undertakings; or

         

        (iii)           subjects
any property or asset of the Borrower or any Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings;

         

        (b)           with
which neither the Borrower nor any Subsidiary has any material contract,
agreement, arrangement or understanding (except in connection with a Qualified
Receivables Transaction) other than on terms no less favorable to the Borrower
or such Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Borrower, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable;
and

         

        (c)           to
which neither the Borrower nor any Subsidiary has any obligation to maintain or
preserve such entity’s financial condition or cause such entity to achieve
certain levels of operating results (except pursuant to Standard Securitization
Undertakings).

         

        
          Any
designation by the Borrower of a Wholly Owned Subsidiary as a Receivables Entity
shall be evidenced to the Administrative Agent by delivering to the
Administrative Agent a certificate from a Financial Officer of the Borrower
certifying that such designation complied with the foregoing
conditions.

          


          “Register” is defined in Section
11.18(b)(iv).

          


          “Regulation D” means
Regulation D of the Board, as the same is from time to time in effect, and
all official rulings and interpretations thereunder or thereof.

          


          “Regulatory Change” means, with respect
to any Lender, (a) any adoption or change after the date hereof of or in
United States federal, state or foreign Laws (including Regulation D) or
guidelines applying to a class of banks including such Lender, (b) the
adoption or making after the date hereof of any interpretations, directives or
requests applying to a class of banks including such Lender of or under any
United States federal, state or foreign Laws or guidelines (whether or not
having the force of law) by any Tribunal, monetary authority, central bank, or
comparable agency charged with the interpretation or administration thereof, or
(c) any change in the interpretation or administration of any United States
federal, state or foreign Laws or guidelines applying to a class of banks
including such Lender by any Tribunal, monetary authority, central bank, or
comparable agency charged with the interpretation or administration
thereof.

           

          13


          “Reimbursement Obligation” means the
obligation of the Borrower to reimburse the Issuing Lender pursuant to Section
3.5 for amounts drawn under the Letters of Credit.

          


          “Restricted Payment” means

           

          
            (a)           the
declaration or payment of dividends by the Borrower, or distribution (in cash,
property, obligations or other securities or any combination thereof) on account
of any shares of any class of capital stock of the Borrower, or

             

            (b)           other
payments or distributions by the Borrower whether by reduction of capital or
otherwise on account of any shares of any class of capital stock of the
Borrower, or

             

            (c)           the
setting apart of money for a sinking or other analogous fund by the Borrower for
the purchase, redemption, retirement or other acquisition of any shares of any
class of capital stock of the Borrower, or any warrant, option or other right to
acquire any capital stock of the Borrower;

             

          

        

      

      
        but in
each case in (a), (b) and (c) above, excluding dividends or other distributions
payable solely in common stock of the Borrower.

         

      

      
        “Revolving Extensions of
Credit” means, as to any Lender, an amount equal to the sum of (a) the
aggregate principal amount of all Loans held by such Lender then outstanding and
(b) such Lender’s Revolving Percentage of the L/C Obligations then
outstanding.

         

        “Revolving Percentage”
means, as to any Lender at any time, the percentage which such Lender’s
Commitment then constitutes of the Total Commitments or, at any time after the
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender’s Loans then outstanding constitutes of the
aggregate principal amount of the Loans then outstanding, provided, that, in
the event that the Loans are paid in full prior to the reduction to zero of the
Revolving Extensions of Credit, the Revolving Percentages shall be determined in
a manner designed to ensure that the other outstanding Revolving Extensions of
Credit shall be held by the Lenders on a comparable basis.

         

        “Rights” means rights,
remedies, powers, and privileges.

         

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

         

        “Senior Unsecured Long-Term
Debt Rating” means, as of any date, the Debt Rating that has been most
recently announced by S&P and Moody’s.  In connection with any
determination of the Senior Unsecured Long-Term Debt Rating pursuant to the
immediately preceding sentence:

         

      

      
        (i)           for
purposes of determining the Applicable Margin or the Commitment Fee Percentage,
(a) if only one of S&P and Moody’s shall have in effect a public debt
rating, the Applicable Margin and the Commitment Fee Percentage (as set forth in
Section 2.4(a)) shall be determined by reference to the available rating;
(b) if the ratings established by S&P and Moody’s shall fall within
different levels, the Applicable Margin and the Commitment Fee Percentage shall
be based upon the higher rating, except that if the difference is two or more
levels, the Applicable Margin and the Commitment Fee Percentage shall be based
on the rating that is one level below the higher rating; (c) if any rating
established by S&P or Moody’s shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the
rating agency making such change; (d) if S&P or Moody’s shall change
the basis on which ratings are established, each reference to the public debt
rating announced by S&P or Moody’s, as the case may be, shall refer to the
then equivalent rating by S&P or Moody’s, as the case may be; (e) if
neither S&P nor Moody’s shall have in effect a public debt rating but at
least one of S&P and Moody’s has in effect a rating for any class of senior
secured debt with an original term of longer than one year issued by the
Borrower, the Applicable Margin and Commitment Fee Percentage shall be
determined by reference to a rating that is one level lower than the rating that
has been most recently announced by S&P and Moody’s for such class of debt;
and (f) if neither S&P nor Moody’s shall have in effect either a public
debt rating or a rating for any class of senior secured debt with an original
term of longer than one year issued by the Borrower, the Applicable Margin and
Commitment Fee Percentage shall be set in accordance with the lowest level
rating and highest percentage rate set forth in the respective tables relating
to “Applicable Margin” and “Commitment Fee Percentage”, as the case may be;
and

         

        14

         

        (ii)           for
purposes of Section 7.7(f), (a) if only one of S&P and Moody’s
shall have in effect a public debt rating, the Senior Unsecured Long-Term Debt
Rating shall be determined by reference to the available rating; (b) if the
ratings established by S&P and Moody’s shall fall within different levels,
the Senior Unsecured Long-Term Debt Rating shall be based upon the lower rating;
(c) if any rating established by S&P or Moody’s shall be changed, such
change shall be effective as of the date on which such change is first announced
publicly by the rating agency making such change; (d) if S&P or Moody’s
shall change the basis on which ratings are established, each reference to the
public debt rating announced by S&P or Moody’s, as the case may be, shall
refer to the then equivalent rating by S&P or Moody’s, as the case may be;
(e) if neither S&P nor Moody’s shall have in effect a public debt
rating but at least one of S&P and Moody’s has in effect a rating for any
class of senior secured debt with an original term of longer than one year
issued by the Borrower, the Senior Unsecured Long-Term Debt Rating shall be
deemed to be the rating that is one level lower than the rating that has been
most recently announced by S&P and Moody’s for such class of debt; and
(f) if neither S&P nor Moody’s shall have in effect either a public
debt rating or a rating for any class of senior secured debt with an original
term of longer than one year issued by the Borrower, the Debt Rating by S&P
shall be deemed to be less than BBB and the Debt Rating by Moody's shall be
deemed to be less than Baa2.

         

        “Significant
Subsidiary” means a Subsidiary of the Borrower (i) the assets of
which equal or exceed 5% of all assets of the Borrower and its Subsidiaries as
shown on a consolidated balance sheet of the Borrower and its Subsidiaries,
(ii) the operating revenue of which, for the most recently ended period of
twelve consecutive months, equals or exceeds 5% of the operating revenues of the
Borrower and its Subsidiaries for such period, or (iii) the net income from
recurring operations of which, for the most recently ended period of twelve
consecutive months, equals or exceeds 5% of the net income from recurring
operations of the Borrower and its Subsidiaries for such period.

         

        “Solvent” means, as to
any Person at the time of determination, that (a) the aggregate fair value
of such Person’s assets exceeds the present value of its liabilities (whether
contingent, subordinated, unmatured, unliquidated, or otherwise), and
(b) such Person has sufficient cash flow to enable it to pay its Debts as
they mature.

         

        “Standard Securitization
Undertakings” means representations, warranties, covenants and
indemnities entered into by the Borrower or any Subsidiary which are reasonably
customary in securitization of accounts receivables transactions (it being
understood that in no event shall Standard Securitization Undertakings include
any Guaranty in respect of principal or interest on the financing for any
Qualified Receivables Transaction).

         

        15

         

        “Subsidiary” means any
Person with respect to which Borrower or any one or more Subsidiaries owns
directly or indirectly 50% or more of the issued and outstanding voting stock
(or equivalent interests).

         

        “Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions.

         

        “Syndication Agent” is
defined in the introduction to this Agreement.

         

        “Taxes” means all
taxes, assessments, fees, or other charges at any time imposed by any Laws or
Tribunal.

         

        “Termination Date”
means December 14, 2011, subject, however, to termination in whole of the Total
Commitments pursuant to Section 2.5.

         

        “Total Commitments”
means, at any time, the aggregate amount of the Commitments then in
effect.

         

        “Tribunal” means any
municipal, state, commonwealth, federal, foreign, territorial, or other court,
governmental body, subdivision, agency, department, commission, board, bureau,
or instrumentality.

         

        “Type” shall mean any
type of Loan (i.e., an ABR Loan or Eurodollar Loan).

         

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

         

        “Used Commitment”
means the aggregate outstanding principal amount of the Revolving Extensions of
Credit.

         

        "Utilization Fee" is
defined in Section 2.4(b).

         

         “Voting Stock” shall
mean securities (as such term is defined in Section 2(1) of the Securities
Act of 1933, as amended) of any class or classes, the holders of which are
ordinarily, in the absence of contingencies, entitled to elect a majority of the
corporate directors (or Persons performing similar functions).

         

                         “Wholly Owned
Subsidiary” means, as to any Person, any other Person all of the Capital
Stock of which (other than directors’ qualifying shares required by law) is
owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

         

        
          1.2.           Accounting
Principles.

           

          All
accounting and financial terms used in the Loan Papers and the compliance with
each financial covenant therein shall be determined in accordance with GAAP as
in effect on the date of this Agreement, and all accounting principles shall be
applied on a consistent basis so that the accounting principles in a current
period are comparable in all material respects to those applied in the
consolidated Financial Statements for the Companies for the twelve months ended
December 31, 2005.

           

          1.3.           Other Definitional
Provisions.

          16

           

          As used
herein and in the other Loan Papers, (i) the words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”,
(ii) the word “incur” shall be construed to mean incur, create, issue, assume,
become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iii) 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,
capital stock, securities, revenues, accounts, leasehold interests and contract
rights, and (iv) references to agreements or other contractual obligations
shall, unless otherwise specified, be deemed to refer to such agreements or
contractual obligations as amended, supplemented, restated or otherwise modified
from time to time.

           

          
            SECTION
2

             

            FACILITIES.

            2.1.           Commitments.

             

            (a)           Subject
to the terms and conditions hereof, each Lender severally agrees to make
revolving credit loans (“Loans”) to the
Borrower from time to time during the Commitment Period in an aggregate
principal amount at any one time outstanding which, when added to such Lender’s
Revolving Percentage of the L/C Obligations, does not exceed the amount of such
Lender’s Commitment.  During the Commitment Period, the Borrower may
use the Commitments by borrowing, repaying the Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions
hereof.  The Loans may from time to time be Eurodollar Loans or ABR
Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.3.

             

            (b)           The
Borrower and any one or more Lenders (including New Lenders) may agree that each
such Lender shall obtain a Commitment or increase the amount of its existing
Commitment, as applicable, in each case by executing and delivering to the
Administrative Agent an Increased Facility Activation Notice specifying
(i) the amount of such increase and (ii) the Increased Facility
Closing Date.  No Lender shall have any obligation to participate in
any increase described in this paragraph unless it agrees to do so in its sole
discretion.

             

            (c)           Any
additional bank, financial institution or other entity which, with the consent
of the Borrower and the Administrative Agent (which consent shall not be
unreasonably withheld), elects to become a “Lender” under this Agreement in
connection with any transaction described in Section 2.1(b) shall execute a New
Lender Supplement (each, a “New Lender
Supplement”), substantially in the form of Exhibit F, whereupon such
bank, financial institution or other entity (a “New Lender”) shall
become a Lender for all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this
Agreement.

             

            (d)           For
the purpose of providing that the respective amounts of Loans (and Interest
Periods in respect of Eurodollar Loans) held by the Lenders are held by them on
a pro rata basis according to their respective Revolving Percentages, unless
otherwise agreed by the Administrative Agent, on each Increased Facility Closing
Date (i) all outstanding Loans shall be converted into a single Loan
that is a Eurodollar Loan (with an interest period to be selected by the
Borrower), and upon such conversion the Borrower shall pay any amounts owing
pursuant to Section 2.12, if any, (with such conversion being treated as a
prepayment of all outstanding Eurodollar Loans for the purposes of Section
2.12), (ii) any new borrowings of Loans on such date shall also be part of such
single Loan and (iii) all Lenders (including the New Lenders) shall hold a
portion of such single Loan equal to its Revolving Percentage thereof and any
fundings on such date shall be made in such a manner so as to achieve the
foregoing.

             

            17

             

            
              
                	
                         
      

                      	
                        2.2.

                      	
                        Procedure for Loan
      Borrowing.

                      


              

               

              The
Borrower may borrow under the Commitments during the Commitment Period on any
Business Day, provided that the
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 11:00 A.M., New York City
time, (a) three Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of ABR
Loans), specifying (i) the amount and Type of Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor.  Any Loans made on the Closing Date
shall initially be ABR Loans unless the Borrower has provided the notice for
Eurodollar Loans set forth in clause (a) above and has entered into a
pre-funding indemnity agreement with respect to such borrowing of Eurodollar
Loans on the Effective Date in form and substance reasonably satisfactory to the
Administrative Agent.  Each borrowing under the Commitments shall be
in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole
multiple thereof (or, if the then aggregate Available Commitments are less than
$1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Lender thereof.  Each Lender will make the amount
of its pro
rata share of
each borrowing available to the Administrative Agent for the account of the
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent.  Such borrowing will then be made available to
the Borrower by the Administrative Agent wiring the money in accordance with
instructions from the Borrower with the aggregate of the amounts made available
to the Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

               

              
                	
                         
      

                      	
                        2.3.

                      	
                        Conversion and
      Continuation Options.

                      


              

               

              (a)           The
Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by
giving the Administrative Agent prior irrevocable notice of such election no
later than 11:00 A.M., New York City time, on the proposed conversion date,
provided that
any such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto.  The Borrower may elect from
time to time to convert ABR Loans to Eurodollar Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than
11:00 A.M., New York City time, on the third Business Day preceding the proposed
conversion date (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR
Loan may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Lenders
have determined in its or their sole discretion not to permit such
conversions.  Upon receipt of any such notice the Administrative Agent
shall promptly notify each relevant Lender thereof.

               

              (b)           Any
Eurodollar Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving irrevocable notice
to the Administrative Agent, in accordance with the applicable provisions of the
term “Interest Period” set forth in Section 1.1, of the length of the next
Interest Period to be applicable to such Loans, provided that no
Eurodollar Loan may be continued as such when any Event of Default has occurred
and is continuing and the Administrative Agent has or the Majority Lenders have
determined in its or their sole discretion not to permit such continuations, and
provided, further, that if the
Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period.  Upon receipt of any such
notice the Administrative Agent shall promptly notify each relevant Lender
thereof.

               

              18

               

              
                	
                         
      

                      	
                        2.4.

                      	
                        Fees.

                      


              

               

              (a)           Commitment Fees. The Borrower agrees to
pay to each Lender, through the Administrative Agent, on each Quarterly Payment
Date and on the Termination Date, in immediately available funds, a commitment
fee (a “Commitment
Fee”) calculated on the unused Commitment by multiplying the applicable
percentage (the “Commitment Fee
Percentage”) set forth below by the average daily Available Commitment of
such Lender during the preceding quarter (or shorter period commencing with the
date hereof and/or ending with the Termination Date):

               

            

            
              
                	
                        Senior
      Unsecured Long-Term Debt Rating

                      	
                        Commitment
      Fee Percentage

                      
	
                        A-
      or A3 or better

                      	
                        0.070
      percent per annum

                      
	
                        BBB+
      or Baa1

                      	
                        0.080
      percent per annum

                      
	
                        BBB
      or Baa2

                      	
                        0.100
      percent per annum

                      
	
                        BBB-
      or Baa3

                      	
                        0.125
      percent per annum

                      
	
                        Below
      BBB- or Baa3

                      	
                        0.150
      percent per
annum

                      


              

            

          

        

      

    

     

    
      (b)           Utilization
Fees. The
Borrower agrees to pay to each Lender, through the Administrative Agent, on each
Quarterly Payment Date and on the Termination Date, in immediately available
funds, a utilization fee (a “Utilization Fee”) equal to 10.0 basis points
(0.100%) per annum for each day on which the Commitment Utilization Percentage
equals or exceeds 50%, which fee shall accrue on the daily amount of the Used
Commitment of such Lender for each Excess Utilization Day during the period from
and including the Effective Date to but excluding the date on which such
Lender’s Commitment terminates; provided that, if
such Lender continues to have any outstanding Loans after its Commitment
terminates, then such utilization fee shall continue to accrue on the daily
aggregate principal amount of such Lender’s Loans for each Excess Utilization
Day from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any outstanding
Loans.

       

      (c)           Other
Fees.  The Borrower agrees to pay to the Administrative Agent
the fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Administrative Agent.

       

      
        	
                 
      

              	
                2.5.

              	
                Optional Termination
      and Reduction of
Commitments.

              


      

       

      (a)           Subject
to Section 2.9(b), the Borrower may permanently terminate, or from time to
time in part permanently reduce, the Total Commitments upon at least three
Business Days prior written notice to the Administrative Agent (who shall
promptly forward a copy thereof to each Lender and which notice may be
revocable; provided, that (i)
such notice is only revocable during the three Business Day period beginning on
the date that such notice is given to the Administrative Agent and ending on the
stated date of such Commitment reduction and (ii) the Borrower shall indemnify
the Lenders pursuant to Section 2.12 as a result of the Borrower’s revocation of
such notice).  Such notice shall specify the date and the amount of
the termination or reduction of the Total Commitments.  Each such
partial reduction of the Total Commitments shall be in a minimum aggregate
principal amount of $5,000,000 and in an integral multiple of
$1,000,000.

       

      19

       

      (b)           On
the Termination Date, the Total Commitments shall be zero.

       

      (c)           Each
reduction in the Total Commitments pursuant to this paragraph shall be made
ratably among the Lenders in accordance with their respective
Commitments.

       

      (d)           Simultaneously
with any termination or reduction of the Commitments pursuant to this paragraph,
the Borrower shall pay to the Administrative Agent for the accounts of the
Lenders the Commitment Fees on the amount of the Total Commitments, so
terminated or reduced, accrued through the date of such termination or
reduction.

       

      
        	
                 
      

              	
                2.6.

              	
                Limitations on
      Eurodollar Tranches.

              


      

       

      Notwithstanding
anything to the contrary in this Agreement, all borrowings, conversions and
continuations of Eurodollar Loans and all selections of Interest Periods shall
be in such amounts and be made pursuant to such elections so that, (a) after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time.

       

      
        	
                 
      

              	
                2.7.

              	
                Interest Rates and
      Payment Dates.

              


      

       

    

    
      (a)           Each
Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate determined
for such day plus the Applicable Margin.

       

      (b)           Each
ABR Loan shall bear interest at a rate per annum equal to the ABR.

       

      (c)           (i)
If all or a portion of the principal amount of any Loan shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), all
outstanding Loans shall bear interest at a rate per annum equal to the rate that
would otherwise be applicable thereto pursuant to the foregoing provisions of
this Section plus 2%, and (ii) if
all or a portion of any interest payable on any Loan or any commitment fee or
other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each
case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

       

      (d)           Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable
from time to time on demand.

       

      20

       

      
        	
                 
      

              	
                2.8.

              	
                Alternate Rate of
      Interest for Eurodollar
Loans.

              


      

       

      In the
event, and on each occasion, that on the day two Business Days prior to the
commencement of any Interest Period for a Eurodollar Loan, the Administrative
Agent shall have determined that dollar deposits in the amount of the requested
principal amount of such Eurodollar Loan are not generally available in the
London interbank market, or that dollar deposits are not generally available in
the London interbank market for the requested Interest Period, or that the rate
at which such dollar deposits are being offered will not adequately and fairly
reflect the cost to any Lender of making or maintaining such Eurodollar Loan
during such Interest Period, or that reasonable means do not exist for
ascertaining the Eurodollar Rate, the Administrative Agent shall, as soon as
practicable thereafter, give telecopy notice of such determination, stating the
specific reasons therefor, to the Borrower and the Lenders.  In the
event of any such determination, any request by the Borrower for a Eurodollar
Loan shall, until the circumstances giving rise to such notice no longer exist,
be deemed to be a request for an ABR Loan.  Each determination by the
Administrative Agent hereunder shall be conclusive absent manifest
error.

       

    

    
      
        	
                 
      

              	
                2.9.

              	
                Mandatory and Optional
      Prepayment of Loans.

              


      

       

      (a)           Prior
to the Termination Date, the Borrower shall have the right at any time to prepay
any Borrowing, in whole or in part, subject to the requirements of
Section 2.12 and Section 2.13 but otherwise without premium or
penalty, but prepayment of Eurodollar Loans shall require at least three
Business Days prior written notice to the Administrative Agent; provided, however, that each
such partial prepayment shall be in an integral multiple of $1,000,000 and in a
minimum aggregate principal amount of $2,000,000.  Each notice of
prepayment shall specify the prepayment date and the aggregate principal amount
of each Borrowing to be prepaid and may be revocable; provided, that (i)
such notice is only revocable during the three Business Day period beginning on
the date that such notice is given to the Administrative Agent and ending on the
stated date of such prepayment and (ii) the Borrower shall indemnify the Lenders
pursuant to Section 2.12 as a result of the Borrower’s revocation of such
notice.

       

      (b)           On
the date of any termination or reduction of the Total Commitments pursuant to
Section 2.5(a), the Borrower shall pay or prepay the Loans or cash
collateralize the Letters of Credit in a manner satisfactory to the
Administrative Agent to the extent necessary in order that the aggregate
Revolving Extensions of Credit outstanding will not exceed the Total Commitments
following such termination or reduction.  Subject to the foregoing and
the requirements of Section 2.5, any such payment or prepayment shall be
applied to such Borrowing or Borrowings as the Borrower shall
select.  All prepayments under this paragraph shall be subject to
Section 2.12 and Section 2.13.

       

      (c)           All
Loans, together with accrued and unpaid interest thereon, shall be due and
payable in full on the Termination Date.

       

      (d)           All
prepayments of Loans (other than optional prepayments of ABR Loans) under this
Section 2.9 shall be accompanied by accrued interest on the principal
amount being prepaid to the date of prepayment.

       

    

    
      
        	
                 
      

              	
                2.10.

              	
                Reserve Requirements;
      Change in Circumstances.

              


      

       

      (a)           Notwithstanding
any other provision herein, if after the date of this Agreement any Regulatory
Change (i) shall change the basis of taxation of payments to any Lender of
the principal of or interest on any Eurodollar Loan made by such Lender or any
other fees or amounts payable hereunder (other than (x) Taxes
imposed on or measured by the capital, receipts or franchises of such Lender or
the overall gross or net income of such Lender by the jurisdiction in which such
Lender has its principal office or by any political subdivision or taxing
authority therein (or any Tax which is enacted or adopted by such jurisdiction,
political subdivision, or taxing authority as a direct substitute for any such
Taxes) or (y) any Tax, assessment, or other governmental charge that would
not have been imposed but for the failure of any Lender to comply with any
certification, information, documentation, or other reporting requirement),
(ii) shall impose, modify, or deem applicable any reserve, special deposit,
or similar requirement with respect to any Eurodollar Loan or any Letter of
Credit (or participating interest therein), against assets of, deposits with or
for the account of, or credit extended by, such Lender under this Agreement, or
(iii) with respect to any Eurodollar Loan, shall impose on such Lender or
the London interbank market any other condition affecting this Agreement or any
Eurodollar Loan made by such Lender, and the result of any of the foregoing
shall be to increase the cost to such Lender of maintaining its Commitment or of
making or maintaining any Eurodollar Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest,
or otherwise) in respect thereof by an amount deemed in good faith by such
Lender to be material, then the Borrower shall pay to the Administrative Agent
for the account of such Lender such additional amount or amounts as will
compensate such Lender for such increase or reduction to such Lender, to the
extent such amounts have not been included in the calculation of the Eurodollar
Rate, upon demand by such Lender (through the Administrative
Agent).

       

      21

       

      (b)           If
any Lender shall have determined in good faith that any Regulatory Change
regarding capital adequacy or compliance by any Lender (or its parent or any
lending office of such Lender) with any request or directive regarding capital
adequacy (whether or not having the force of Law) of any Tribunal, monetary
authority, central bank, or comparable agency, has or would have the effect of
reducing the rate of return on such Lender’s (or its parent’s) capital as a
consequence of its obligations hereunder to a level below that which such Lender
(or its parent) could have achieved but for such Regulatory Change, or
compliance (taking into consideration such Lender’s policies with respect to
capital adequacy) by an amount deemed in good faith by such Lender to be
material, then from time to time, the Borrower shall pay to the Administrative
Agent for the account of such Lender such additional amount or amounts as will
compensate such Lender for such reduction upon demand by such Lender (through
the Administrative Agent).

       

      (c)           A
certificate of a Lender setting forth in reasonable detail (i) the
Regulatory Change or other event giving rise to such costs, (ii) such
amount or amounts as shall be necessary to compensate such Lender as specified
in paragraph (a) or (b) above, as the case may be, and (ii) the
calculation of such amount or amounts under clause (a)(i), shall be
delivered to the Borrower (with a copy to the Administrative Agent) promptly
after such Lender determines it is entitled to compensation under this
Section 2.10, and shall be conclusive and binding absent manifest
error.  The Borrower shall pay to the Administrative Agent for the
account of such Lender the amount shown as due on any such certificate within 15
days after its receipt of the same.  In preparing such certificate,
such Lender may employ such assumptions and allocations of costs and expenses as
it shall in good faith deem reasonable and may use any reasonable averaging and
attribution method.

       

      (d)           Failure
on the part of any Lender to demand compensation for any increased costs or
reduction in amounts received or receivable or reduction in return on capital
with respect to any Interest Period shall not constitute a waiver of such
Lender’s rights to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital with respect to
such Interest Period or any other Interest Period.  The protection of
this Section 2.10 shall be available to each Lender regardless of any
possible contention of invalidity or inapplicability of the law, regulation, or
condition which shall have been imposed.

      22

       

      (e)           In
the event any Lender shall seek compensation pursuant to this Section 2.10,
the Borrower may, provided no Event of Default
has occurred and is continuing, give notice to such Lender (with copies to the
Agents) that it wishes to seek one or more Persons (other than the Borrower or
an Affiliate of the Borrower) to assume the Commitment of such Lender and to
purchase its outstanding Loans and Notes (if any).  Each Lender
requesting compensation pursuant to this Section 2.10 agrees to sell its
Commitment, Loans, Notes, and interest in this Agreement and the other Loan
Papers to any such Person for an amount equal to the sum of the outstanding
unpaid principal of and accrued interest on such Loans and Notes plus all other fees and
amounts (including, without limitation, any compensation claimed by such Lender
under this Section 2.10 and as to which such Lender has delivered the
certificate required by Section 2.10(c) on or before the date such
Commitment, Loans, and Notes are purchased) due such Lender hereunder
calculated, in each case, to the date such Commitment, Loans, Notes (if any),
and interest are purchased, whereupon such Lender shall have no further
Commitment or other obligation to the Borrower hereunder or under any other Loan
Paper.

       

      (f)           If
the Borrower is required to pay additional amounts to or for the account of any
Lender pursuant to this Section 2.10, then such Lender will agree to use
reasonable efforts to change the jurisdiction of its lending office so as to
eliminate or reduce any such additional payment which may thereafter accrue if
such change, in the judgment of such Lender, is not otherwise disadvantageous to
such Lender.

       

      (g)           Without
prejudice to the survival of any other obligations of the Borrower hereunder,
the obligations of the Borrower under this Section 2.10 shall survive for
one year after the termination of this Agreement and/or the payment or
assignment of any of the Loans or Notes.

       

    

    
      
        	
                 
      

              	
                2.11.

              	
                Change in
      Legality.

              


      

       

      (a)           Notwithstanding
anything to the contrary herein contained, if any Regulatory Change shall make
it unlawful for any Lender to make or maintain any Eurodollar Loan or to give
effect to its obligations as contemplated hereby, then, by written notice to the
Borrower and to the Administrative Agent, such Lender may:

       

      (i)           declare
that Eurodollar Loans will not thereafter be made by such Lender hereunder,
whereupon the Borrower shall be prohibited from requesting Eurodollar Loans from
such Lender hereunder unless such declaration is subsequently withdrawn;
and

       

      (ii)           if
such unlawfulness shall be effective prior to the end of any Interest Period of
an outstanding Eurodollar Loan, require that all outstanding Eurodollar Loans
with such Interest Periods made by it be converted to ABR Loans, in which event
(A) all such Eurodollar Loans shall be automatically converted to ABR Loans
as of the effective date of such notice as provided in paragraph (b) below
and (B) all payments and prepayments of principal which would otherwise
have been applied to repay the converted Eurodollar Loans shall instead be
applied to repay the ABR Loans resulting from the conversion of such Eurodollar
Loans.

       

      23

       

      (b)           For
purposes of this Section 2.11, a notice to the Borrower (with a copy to the
Administrative Agent) by any Lender pursuant to paragraph (a) above shall
be effective on the date of receipt thereof by the Borrower.

       

      
        	
                 
      

              	
                2.12.

              	
                Indemnity.

              


      

       

    

    
      The
Borrower agrees to indemnify each Lender for, and to hold each Lender harmless
from, any loss or expense that such Lender may sustain or incur as a consequence
of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment of or conversion from
Eurodollar Loans after the Borrower has given a notice thereof in accordance
with the provisions of this Agreement or (c) the making of a prepayment of
Eurodollar Loans on a day that is not the last day of an Interest Period with
respect thereto.  Such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest that would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount
of interest (as reasonably determined by such Lender) that would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market.  A
certificate as to any amounts payable pursuant to this Section submitted to the
Borrower by any Lender shall be conclusive in the absence of manifest
error.  This covenant shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable
hereunder.

       

      
        	
                 
      

              	
                2.13.

              	
                Pro Rata
      Treatment.

              


      

       

      Unless
otherwise specifically provided herein, each payment or prepayment of principal
and each payment of interest with respect to a Borrowing shall be made pro rata
among the Lenders in accordance with the respective principal amounts of the
Loans extended by each Lender, if any, with respect to such Borrowing, and
conversions of Loans to Loans of another Type and continuations of Loans that
are Eurodollar Loans from one Interest Period, shall be made pro rata among the
Lenders in accordance with their respective Commitments.

       

      
        	
                 
      

              	
                2.14.

              	
                Sharing of
      Setoffs.

              


      

       

                     
Each Lender agrees that if it shall, through the exercise of a right of banker’s
lien, setoff, or counterclaim against the Borrower, including, but not limited
to, a secured claim under Section 506 of Title 11 of the United States
Code or other security or interest arising from, or in lieu of, such secured
claim, received by such Lender under any applicable Debtor Relief Law or
otherwise, obtain payment (voluntary or involuntary) in respect of the Note held
by it (other than
pursuant to Section 2.10 or Section 2.12) as a result of which the
unpaid principal portion of the Note held by it shall be proportionately less
than the unpaid principal portion of the Note held by any other Lender, it shall
be deemed to have simultaneously purchased from such other Lender a
participation in the Note held by such other Lender, so that the aggregate
unpaid principal amount of the Note and participations in Notes held by each
Lender shall be in the same proportion to the aggregate unpaid principal amount
of all Notes then outstanding as the principal amount of the Note held by it
prior to such exercise of banker’s lien, setoff, or counterclaim was to the
principal amount of all Notes outstanding prior to such exercise of banker’s
lien, setoff, or counterclaim; provided, however, that if
any such purchase or purchases or adjustments shall be made pursuant to this
Section 2.14 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest.  The Borrower expressly consents to the foregoing
arrangements and agrees that any Lender holding a participation in a Note deemed
to have been so purchased may, upon the existence of an Event of Default,
exercise any and all rights of banker’s lien, setoff, or counterclaim with
respect to any and all moneys owing by the Borrower to such Lender as fully as
if such Lender had made a Loan directly to the Borrower in the amount of such
participation.

    

     

    24

     

    
      
        	
                 
      

              	
                2.15.

              	
                Payments.

              


      

       

      (a)           All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time,
on the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Funding Office, in Dollars and in immediately available
funds.  The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received.  If any
payment hereunder (other than payments on the Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day.  If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof
shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business
Day.  In the case of any extension of any payment of principal
pursuant to the preceding two sentences, interest thereon shall be payable at
the then applicable rate during such extension.

       

      (b)           Unless
the Administrative Agent shall have been notified in writing by any Lender prior
to a borrowing that such Lender will not make the amount that would constitute
its share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount available
to the Administrative Agent, and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon, at a
rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, for the period until such Lender makes such
amount immediately available to the Administrative Agent.  A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.  If such Lender’s share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
after such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to
ABR Loans, on demand, from the Borrower.

       

      (c)           Unless
the Administrative Agent shall have been notified in writing by the Borrower
prior to the date of any payment due to be made by the Borrower hereunder that
the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares of a
corresponding amount.  If such payment is not made to the
Administrative Agent by the Borrower within three Business Days after such due
date, the Administrative Agent shall be entitled to recover, on demand, from
each Lender to which any amount which was made available pursuant to the
preceding sentence, such amount with interest thereon at the rate per annum
equal to the daily average Federal Funds Effective Rate.  Nothing
herein shall be deemed to limit the rights of the Administrative Agent or any
Lender against the Borrower.

       

      25

       

      
        
          	
                   
      

                	
                  2.16.

                	
                  Calculation of
      Eurodollar Rate.

                


        

         

        The
provisions of this Agreement relating to calculation of the Eurodollar Rate are
included only for the purpose of determining the rate of interest or other
amounts to be paid hereunder that are based upon such rate, it being understood
that each Lender shall be entitled to fund and maintain its funding of all or
any part of a Eurodollar Loan as it sees fit.  All such determinations
hereunder, however, shall be made as if each Lender had actually funded and
maintained funding of each Eurodollar Loan through the purchase in the London
interbank market of one or more eurodollar deposits, in an amount equal to the
principal amount of such Loan and having a maturity corresponding to the
Interest Period for such Loan.

         

      

      
        
          	
                   
      

                	
                  2.17.

                	
                  Computation of
      Interest and Fees.

                


        

         

        (a)           Interest
and fees payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to (i) ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate and (ii)
Commitment Fees payable pursuant to Section 2.4(a), such calculations shall be
made on the basis of a 365- (or 366-, as the case may be) day year for the
actual days elapsed.  The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate.  Any change in the interest rate on a Loan
resulting from a change in the ABR or the Eurocurrency Reserve Requirements
shall become effective as of the opening of business on the day on which such
change becomes effective.  The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.

         

        (b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error.  The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to Section 2.7(a).

         

        
          	
                   
      

                	
                  2.18.

                	
                  Booking
      Loans.

                


        

         

        Any
Lender may make, carry, or transfer Loans at, to, or for the account of any of
its branch offices.

         

        
          	
                   
      

                	
                  2.19.

                	
                  Quotation of
      Rates.

                


        

         

        It is
hereby acknowledged that the Borrower may call the Administrative Agent on or
before the date on which notice of a Borrowing is to be delivered by the
Borrower in order to receive an indication of the rate or rates then in effect,
but that such projection shall not be binding upon the Administrative Agent or
any Lender nor affect the rate of interest which thereafter is actually in
effect when the election is made.

         

        
          	
                   
      

                	
                  2.20.

                	
                  Taxes

                


        

         

        (a)           All
payments made by the Borrower under this Agreement shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Tribunal, excluding net income taxes and franchise
taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent
or any Lender as a result of a present or former connection between the
Administrative Agent or such Lender and the jurisdiction of the Tribunal
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from the Administrative
Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or any other Loan
Paper).  If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings (“Non-Excluded Taxes”)
or Other Taxes are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to such
Lender’s failure to comply with the requirements of paragraph (d) or (e) of this
Section or (ii) that are United States withholding taxes imposed on amounts
payable to such Lender at the time such Lender becomes a party to this
Agreement, except to the extent that such Lender’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this
paragraph.

         

        26

         

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

         

        (c)           Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly
as possible thereafter the Borrower shall send to the Administrative Agent for
its own account or for the account of the relevant Lender, as the case may be, a
certified copy of an original official receipt received by the Borrower showing
payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes
or Other Taxes when due to the appropriate taxing authority or fails to remit to
the Administrative Agent the required receipts or other required documentary
evidence, the Borrower shall indemnify the Administrative Agent and the Lenders
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Lender as a result of any such failure.

         

        (d)           Each
Lender (or Transferee) that is not a “U.S. Person” as defined in Section
7701(a)(30) of the Code (a “Non-U.S. Lender”)
shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of “portfolio interest”, a statement substantially in the form of
Exhibit H and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan
Papers.  Such forms shall be delivered by each Non-U.S. Lender on or
before the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related
participation).  In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall
promptly notify the Borrower at any time it determines that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding any other provision of this paragraph, a
Non-U.S. Lender shall not be required to deliver any form pursuant to this
paragraph that such Non-U.S. Lender is not legally able to deliver.

         

        27

         

        (e)           A
Lender that is entitled to an exemption from or reduction of non-U.S.
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 or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without withholding or at a reduced rate, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

         

        (f)           If
the Administrative Agent or any Lender determines, in its sole discretion, that
it has received a refund of any Non-Excluded 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 2.20, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.20 with respect to
the Non-Excluded 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 Tribunal 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 Tribunal) to the Administrative Agent or
such Lender in the event the Administrative Agent or such Lender is required to
repay such refund to such Tribunal. This paragraph shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person.

         

        (g)          The
agreements in this Section shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.

         

        SECTION
3

         

        LETTERS OF
CREDIT

         

        3.1.           L/C
Commitment.   (a)  Subject to
the terms and conditions hereof, the Issuing Lender, in reliance on the
agreements of the other Lenders set forth in Section 3.4(a), agrees to issue
letters of credit (“Letters of Credit”) for the account of the Borrower on any
Business Day during the Commitment Period in such form as may be approved from
time to time by the Issuing Lender; provided that the Issuing Lender shall have
no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) any
Lender’s Revolving Extensions of Credit would exceed such Lender’s
Commitment.  Each Letter of Credit shall (i) be denominated in Dollars
and (ii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date that is five Business Days prior to the
Termination Date, provided that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in
no event extend beyond the date referred to in clause (y) above).

         

        28

         

        (b)           The
Issuing Lender shall not at any time be obligated to issue any Letter of Credit
if such issuance would conflict with, or cause the Issuing Lender or the L/C
Participant to exceed any limits imposed by, any applicable Law.

         

        
          3.2           Procedure for Issuance of
Letter of Credit  The Borrower may from time to time request
that the Issuing Lender issue a Letter of Credit by delivering to the Issuing
Lender at its address for notices specified herein an Application therefor,
completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as the Issuing Lender
may reasonably request.  Upon receipt of any Application, the Issuing
Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to issue
any Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Borrower.  The Issuing Lender shall furnish a
copy of such Letter of Credit to the Borrower promptly following the issuance
thereof.  The Issuing Lender shall promptly furnish to the
Administrative Agent, which shall in turn promptly furnish to the Lenders,
notice of the issuance of each Letter of Credit (including the amount
thereof).

           

          3.3.           Fees and Other
Charges   (a)  The
Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate
equal to the Applicable Margin then in effect, shared ratably among the Lenders
and payable quarterly in arrears on each Quarterly Payment Date and on the
Termination Date after the issuance date.  In addition, the Borrower
shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per
annum on the undrawn and unexpired amount of each Letter of Credit, payable
quarterly in arrears on each Quarterly Payment Date and on the Termination Date
after the issuance date.

          


                         
(b)           In addition
to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender
for such normal and customary costs and expenses as are incurred or charged by
the Issuing Lender in issuing, negotiating, effecting payment under, amending or
otherwise administering any Letter of Credit.

           

          
            3.4.           L/C
Participations.  (a)  The Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce the
Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant’s
own account and risk an undivided interest equal to such L/C Participant’s
Revolving Percentage in the Issuing Lender’s obligations and rights under and in
respect of each Letter of Credit and the amount of each draft paid by the
Issuing Lender thereunder.  Each L/C Participant agrees with the
Issuing Lender that, if a draft is paid under any Letter of Credit for which the
Issuing Lender are not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to the Issuing Lender
upon demand at the Issuing Lender’s address for notices specified herein an
amount equal to such L/C Participant’s Percentage of the amount of such draft,
or any part thereof, that is not so reimbursed.  Each L/C
Participant’s obligation to pay such amount shall be absolute and unconditional
and shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such L/C Participant may
have against the Issuing Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in
Section 5, (iii) any adverse change in the condition (financial or otherwise) of
the Borrower, (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Company or any other L/C Participant or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.

             

            29


            (b)           If
any amount required to be paid by any L/C Participant to the Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment
made by the Issuing Lender under any Letter of Credit is paid to the Issuing
Lender within three Business Days after the date such payment is due, such L/C
Participant shall pay to the Issuing Lender on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds Effective
Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360.  If any such
amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is
not made available to the Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, the Issuing Lender shall be
entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to ABR Loans.  A certificate of the Issuing Lender submitted to any
L/C Participant with respect to any amounts owing under this Section shall be
conclusive in the absence of manifest error.

            


            (c)           Whenever,
at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such payment in
accordance with Section 3.4(a), the Issuing Lender receives any payment related
to such Letter of Credit (whether directly from the Borrower or otherwise,
including proceeds of collateral applied thereto by the Issuing Lender), or any
payment of interest on account thereof, the Issuing Lender will distribute to
such L/C Participant its pro rata share thereof; provided, however, that in the
event that any such payment received by the Issuing Lender shall be required to
be returned by the Issuing Lender, such L/C Participant shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

          

           

          
            3.5.           Reimbursement Obligation of
the Borrower.  If any draft is paid under any Letter of Credit,
the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
such Issuing Lender in connection with such payment, not later than 12:00 Noon,
New York City time, on (i) the Business Day that the Borrower receives notice of
such draft, if such notice is received on such day prior to 10:00 A.M., New York
City time, or (ii) if clause (i) above does not apply, the Business Day
immediately following the day that the Borrower receives such
notice.  Each such payment may be paid using a Loan to the extent
otherwise permitted under this Agreement and shall be made to such Issuing
Lender at its address for notices referred to herein in Dollars and in
immediately available funds.  Interest shall be payable on any such
amounts from the date on which the relevant draft is paid until payment in full
at the rate set forth in (x) until the Business Day next succeeding the date of
the relevant notice, Section 2.7(b) and (y) thereafter, Section
2.7(c).

            


            3.6.           Obligations
Absolute.  The Borrower’s obligations under this Section 3
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against the Issuing Lenders, any beneficiary of a Letter of
Credit or any other Person.  The Borrower also agrees with the Issuing
Lenders that the Issuing Lenders shall not be responsible for, and the
Borrower’s Reimbursement Obligations under Section 3.5 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee.  The
Issuing Lenders shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Issuing Lenders.  The Borrower agrees that any action taken or
omitted by the Issuing Lenders under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct, shall be binding on the Borrower and shall not result in
any liability of the Issuing Lender to the Borrower.

          

           

          30

           

          
            3.7.           Letter of Credit
Payments.  If any draft shall be presented for payment under
any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of
the date and amount thereof.  The responsibility of the Issuing Lender
to the Borrower in connection with any draft presented for payment under any
Letter of Credit shall, in addition to any payment obligation expressly provided
for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with
such presentment are substantially in conformity with such Letter of
Credit.

            


            3.8.           Applications.  To the
extent that any provision of any Application related to any Letter of Credit is
inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.

          

           

          
            SECTION
4

            


            REPRESENTATIONS AND
WARRANTIES.

            


            The
Borrower represents and warrants to the Agents and the Lenders as
follows:

             

            4.1.           Purpose of Credit
Facility.

            


            The
Borrower will use Loan proceeds only to refinance the Existing Credit Agreement
and for the working capital needs and general corporate purposes (including
Acquisitions and capital expenditures) of the Companies.  The proceeds
loaned hereunder will not be used directly or indirectly for the purpose of
purchasing or carrying, or for the purpose of extending credit to others for the
purpose of purchasing or carrying, any Margin Stock, or to repay any Debt which
was created for such purposes.

            


            4.2.           Corporate Existence, Good
Standing, and Authority.

            


            Each
Company is, to the best of the Borrower’s knowledge, duly organized, validly
existing, and in good standing under the Laws of its state of incorporation
(such jurisdictions being identified on Exhibit 21 of Borrower’s most
recent annual report filed with the Securities and Exchange Commission on
Form 10-K).  Except where failure would not reasonably be
expected to have a Material Adverse Effect, each Company (a) is duly
qualified to transact business and is in good standing as a foreign corporation
in each jurisdiction where the nature and extent of its business and properties
require the same, and (b) possesses all requisite authority, power,
licenses, permits, and franchises to conduct its business as is now being, or is
contemplated herein to be, conducted.  The Borrower possesses all
requisite authority, power, licenses, permits, and franchises to execute,
deliver, and comply with the terms of the Loan Papers, all which have been duly
authorized and approved by all necessary corporate action and, except where
failure would not reasonably be expected to have a Material Adverse Effect, for
which no approval or consent of any Person or Tribunal is required which has not
been obtained and no filing or other notification to any Person or Tribunal is
required which has not been properly completed.

            


            4.3.           Significant
Subsidiaries.

            


            Exhibit 21
of the Borrower’s most recent annual report filed with the Securities and
Exchange Commission on Form 10-K sets forth, in all material respects, all
existing Significant Subsidiaries of the Borrower and correctly lists, as to
each Significant Subsidiary, (a) its name and (b) its jurisdiction of
incorporation.  The shares of capital stock of each Significant
Subsidiary owned by the Borrower (either directly or indirectly through another
Subsidiary) as set forth on Exhibit 21 of Borrower’s most recent annual
report filed with the Securities and Exchange Commission on Form 10-K are
the duly authorized, validly issued, fully paid, and nonassessable shares of
such Significant Subsidiary and are owned by the Borrower free and clear of all
Liens except Permitted Liens.

             

            31

             

            4.4.           Financial
Statements.

            


            (a)           The
Current Financials were prepared in accordance with GAAP and present fairly the
consolidated financial condition and the results of operations of the Companies
as of, and for the periods ended, the dates thereof.  There were no
material (to the Companies taken as a whole) liabilities, direct or indirect,
fixed or contingent, of any Company as of the date of the Current Financials
which are not reflected therein.  No Company has incurred any material
(to the Companies taken as a whole) liability, direct or indirect, fixed or
contingent, between the dates of the Current Financials and the date hereof,
except in the ordinary course of business, such as in connection with
acquisitions and financing activities.

            


            (b)           Since
December 31, 2005, there has been no development or event that has had or could
reasonably be expected to have a Material Adverse Effect.

            


            4.5.           Compliance with Laws,
Charter, and Agreements.

            


            No
Company is, nor will the execution, delivery, performance, or observance of the
Loan Papers cause any Company to be, in violation of any Laws or any Material
Agreements to which it is a party, other than such violations
which would not reasonably be expected to have a Material Adverse
Effect.  Neither the Borrower nor any Subsidiary is, nor will the
execution, delivery, performance, or observance of the Loan Papers cause the
Borrower or any Subsidiary to be, in violation of its bylaws or
charter.

             

          

          
            4.6.           Litigation.

            


            Except as
described in the Form 10-Q filed by the Borrower for the quarterly period
ended September 30, 2006 and to the knowledge of the Borrower, no Company is
aware of any “Material” Litigation, and there are no Material outstanding or
unpaid judgments against any Company.  Material for purpose of this
Section 4.6 in relation to Litigation would include any actions or
proceedings pending or threatened against any Company before any court or
Tribunal as to which there is a reasonable possibility of an adverse
determination seeking damages, net of insurance proceeds to the Company, in
excess of $10,000,000 in any case or 1% of Consolidated Net Worth in the
aggregate, or which might result in any Material Adverse Effect.

            


            4.7.           Taxes.

            


            All Tax
returns of each Company required to be filed have been filed (or extensions have
been granted) except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect, and all Taxes imposed upon each Company which
are shown to be due and payable thereon have been paid other than Taxes for
which the criteria for Permitted Liens have been satisfied and Taxes being
contested in good faith by proper proceedings and with respect to which such
Company shall have, to the extent required by GAAP, set aside on its books
adequate reserves.

            


            4.8.           Environmental
Matters.

            


            No
Company’s ownership of its assets violates any applicable Environmental Law,
other than such violations which would not reasonably be expected to have a
Material Adverse Effect.  To the Borrower’s knowledge, no
investigation or review is pending or threatened by any Tribunal with respect to
any alleged violation of any Environmental Law in connection with any Company’s
assets which could result in a Material Adverse Effect.  None of any
Company’s assets have been used by such Company or, to the Borrower’s knowledge,
any other Person as a dump site for any Hazardous Substance except where such
use would not reasonably be expected to have a Material Adverse
Effect.

             

            32


            4.9.           Employee Benefit
Plans.

            


            (a) No
employee benefit plan as defined in the Code and Title IV of ERISA of any
Company has incurred an accumulated funding deficiency in an amount sufficient
to have a Material Adverse Effect, (b) no Company has incurred liability to
the PBGC in connection with any such plan where such liability could reasonably
be expected to have a Material Adverse Effect, (c) no Company has withdrawn
in whole or in part from participation in a Multiemployer Plan where the
withdrawal could reasonably be expected to have a Material Adverse Effect, and
(d) to the best of the Borrower’s knowledge, no “prohibited transaction”
(as defined in section 406 of ERISA or section 4975 of the Code) or
“reportable event” (as defined in section 4043 of ERISA) has occurred which
could reasonably be expected to have a Material Adverse Effect.

            


            4.10.         Properties;
Liens.

            


            Each
Company has good and marketable (except for Permitted Liens) title to all its
property reflected on the Current Financials as being owned (except for
dispositions of property in the ordinary course of business between the date or
dates thereof and the date hereof).  Except for Permitted Liens, there
is no Lien on any property of any Company, and the execution, delivery,
performance, or observance of the Loan Papers will not require or result in the
creation of any Lien other than Permitted Liens.

            


            4.11.         Holding Company and
Investment Company Status.

            


            The
Borrower is not (a) a “holding company,” a “subsidiary company” of a
“holding company,” an “affiliate” of a “holding company” or of a “subsidiary
company” of a “holding company,” or a “public utility” within the meaning of the
Public Utility Holding Company Act of 1935, as amended, (b) a “public
utility” within the meaning of the Federal Power Act, as amended, (c) an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended, (d) an “investment adviser” within the meaning of the
Investment Advisers Act of 1940, as amended, or (e) directly subject to the
jurisdiction of the Federal Communications Commission or any public service
commission.

            


            4.12.      
  Transactions with
Affiliates.

            


            Except as
disclosed on Schedule 4.12, no Company is a party to a material transaction
with any of its Affiliates other than transactions in the ordinary course of
business and upon fair and reasonable terms not materially less favorable than
such Company could obtain or could become entitled to in an arm’s-length
transaction with a Person that was not its Affiliate and other than transactions
between or among entities each of which is either the Borrower or a Wholly Owned
Subsidiary.  For purposes of this Section 4.12, such transactions
are “material” if they, individually or in the aggregate, require any Company to
pay more than 1 percent of Consolidated Net Worth over the course of such
transactions.

            
              
4.13.           Leases.

          

          
            


            All
material leases under which any Company is lessee or tenant are in full force
and effect, and no default or potential default exists thereunder which could
result in a Material Adverse Effect.

             

            33


            4.14.          Labor
Matters.

            


            There are
no actual or, to the Borrower’s knowledge, threatened strikes, labor disputes,
slow downs, walkouts, or other concerted interruptions of operations by any
Company’s employees, the effect of which would have a Material Adverse
Effect.

            


            4.15.          Insurance.

            


            Each
Company maintains with financially sound insurance companies or associations
(or, as to workers’ compensation or similar insurance, with an insurance fund or
by self-insurance authorized by the jurisdictions in which it operates)
insurance concerning its properties and businesses against such casualties and
contingencies and of such types and in such amounts (and with co-insurance and
deductibles) as is customary in the case of same or similar businesses;
provided, however, a program of self-insurance in such amounts and against such
risks as are prudent and which is consistent with accepted business practice
shall constitute compliance with this Section 4.15.

            


            4.16           Solvency.

            


            The
Companies are, and after giving effect to the transactions contemplated under
the Loan Papers will be, Solvent.

            


            4.17.          Business.

            


            The
business of the Borrower, as presently conducted and as proposed to be
conducted, is set forth on Schedule 4.17.

            


            4.18.          General.

            


            
              All
writings exhibited or delivered to the Agents by or on behalf of any Company are
and will be genuine and in all material respects what they purport and appear to
be.

               

              SECTION
5

              


              CONDITIONS
PRECEDENT.

              


              5.1.           Initial
Loan.

              


              No Lender
will be obligated to fund the initial Loan unless the Administrative Agent has
received all of the following in form and substance satisfactory to the
Administrative Agent and its special counsel:

              


              (a)           Loan
Papers.  This Agreement and the Current
Financials.

              


              (b)           Secretary's
Certificates.  A certificate dated as of the date hereof,
executed and delivered by the Borrower, certifying that (i) attached is a
true, correct, and complete copy of (A) the Borrower’s charter, certified
by the appropriate state official and dated a Current Date, (B) the
Borrower’s bylaws, and (C) resolutions of the Borrower’s board of directors
authorizing the execution and delivery of each Loan Paper to which the Borrower
is a party and (ii) the officers whose specimen signatures appear on such
certificate hold the corporate office indicated and are authorized to sign
agreements, documents, and instruments on behalf of the Borrower.

               

              34

               

              (c)           Good Standing, Existence,
and Authority.  Certificates (dated a Current Date) relating to
the Borrower’s existence, good standing, and authority to transact business
issued by appropriate state officials.

              


              (d)           Opinions of Borrower’s
Counsel.  The favorable opinions, dated the Effective Date and
substantially in the form of Exhibit B of:

              


              (i)           Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., special counsel to
the Borrower; and

              


              (ii)           Stacey
Goff, Senior Vice President, General Counsel and Corporate Secretary of the
Borrower.

              


              (e)           Officer's
Certificate.  A certificate, dated the Effective Date and
signed by the President, a Vice President or a Financial Officer of the
Borrower, confirming compliance, as of the Effective Date, with the conditions
set forth in paragraphs (a) and (b) of Section 5.2.

              


              (f)           Fees and
Expenses.  Payment from the Borrower of all fees then due the
Agents or the Lenders pursuant to this Agreement or any other
agreement.

              


              (g)           Existing Credit
Agreement.  All accrued unpaid amounts owing under the Existing
Credit Agreement shall have been paid.

              


              (h)           Financial
Statements.  The Lenders shall have received (i) audited
consolidated financial statements of the Borrower for the 2003, 2004 and 2005
fiscal years and (ii) unaudited interim consolidated financial statements of the
Borrower for each fiscal quarter ended after the date of the latest applicable
financial statements delivered pursuant to clause (i) of this paragraph as to
which such financial statements are available, and such financial statements
shall not, in the reasonable judgment of the Lenders, reflect any material
adverse change in the consolidated financial condition of the Borrower, as
reflected in the financial statements or projections contained in the
Confidential Information Memorandum.

              


              (i)           Projections.  The
Lenders shall have received from the Borrower financial projections for the
fiscal years 2006 and 2007 in form and substance reasonably satisfactory to the
Lenders.

              


              (j)           Other.  Such
other agreements, documents, instruments, opinions, certificates, and evidences
as the Administrative Agent may reasonably request.

               

            

            
              5.2.          Each Revolving Extension of
Credit.

              


              In
addition, the Lenders will not be obligated to fund any Loan and the Issuing
Lender shall not be obligated to issue any Letter of Credit unless at the time
of such funding or issuance(a) the representations and warranties made in
the Loan Papers (other than pursuant to Section 4.4(b), which representation
shall only be made as of the date of the initial extension of credit) are true
and correct in all material respects (except to the extent that the
representations and warranties speak to a specific date), (b) no Default or
Event of Default shall have occurred and shall be continuing, (c) the
funding or issuance of such Loan or Letter of Credit is permitted by Law, and
(d) if requested by the Administrative Agent or the Majority Lenders, the
Borrower shall have delivered to the Administrative Agent evidence
substantiating any of the matters contained in this Agreement which are
necessary to enable the Borrower to qualify for such Loan or Letter of
Credit.

               

              35


              Each
Borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit that the
conditions contained in this Section 5.2 shall have been satisfied.

              


              5.3.          Materiality of
Conditions.

              


              Each
condition precedent herein is material to the transactions contemplated herein,
and time is of the essence in respect of each thereof.

              


              5.4.           Waiver of
Conditions.

              


              Subject
to the provisions of Section 11.14, the Majority Lenders may elect to fund any
Loan without all conditions being satisfied, but this shall not be deemed to be
a waiver of the requirement that each such condition precedent be satisfied as a
prerequisite for any subsequent Loan, unless the Majority Lenders (or, if
required by Section 11.14, all Lenders) specifically waive each such item in
writing.

               

              


              
                SECTION
6

                


                AFFIRMATIVE
COVENANTS.

                


                So long
as the Lenders are committed to make Loans under this Agreement and thereafter
until the Obligation is paid and performed in full, the Borrower covenants and
agrees with the Agents and the Lenders as follows:

                 

                6.1.           Use of
Proceeds.

                


                Proceeds
of Loans advanced hereunder shall be used only as represented
herein.

                


                6.2.           Books and Records.

                


                Each
Company shall maintain, in accordance with GAAP, proper and complete books,
records, and accounts which are necessary to prepare the financial statements
required to be delivered hereunder.

                


                6.3.          Items to be Furnished.

                


                The
Borrower shall cause the following to be furnished to the Administrative Agent
and each Lender (through the Administrative Agent):

                 

              

            

            
              (a)           Promptly
after preparation, and no later than 120 days after the last day of each fiscal
year of the Borrower, Financial Statements showing the consolidated financial
condition and results of operations of the Companies as of, and for the year
ended on, such last day, accompanied by (i) the opinion of KPMG LLP (or
another firm of nationally-recognized independent certified public accountants
reasonably acceptable to Majority Lenders), based on an audit using generally
accepted auditing standards, that such Financial Statements were prepared in
accordance with GAAP and present fairly the consolidated financial condition and
results of operations of the Companies (and such accountants shall indicate in a
letter to the Administrative Agent, that during their audit no Default or Event
of Default not already reported was discovered or, if such Default or Event of
Default was discovered, the nature and period of existence thereof) and
(ii) a Financial Report Certificate with respect to such Financial
Statements.

               

              36


              (b)           Promptly
after preparation, and no later than 60 days after the last day of each of the
first three quarters of each fiscal year of the Borrower, (i) Financial
Statements showing the consolidated financial condition and results of
operations of the Companies as of, and for the period from the beginning of the
current fiscal year to, such last day, and (ii) a Financial Report
Certificate with respect to such Financial Statements.

              


              (c)           Promptly
after preparation (and no later than the later of 15 days (a) after such
filing is due or (b) after timely filing, if filed with the Securities and
Exchange Commission), true copies of all regular and periodic reports, proxy
statements and filings on Form 8-K furnished by or on behalf of any Company to
stockholders generally or filed with the Securities and Exchange
Commission.  However, only registration statements covering more than
2 percent of the Borrower’s outstanding shares of common stock shall be required
to be furnished unless specifically requested by the Administrative
Agent.

              


              (d)           Promptly
upon receipt thereof, copies of any notices received from any Tribunal
(including, without limitation, state regulatory agencies) relating to the
possible violation or violation of any Law which might have a Material Adverse
Effect.

              


              (e)           Notice,
promptly after the Borrower knows or has reason to know of, (i) the
existence of any material Litigation as defined in Section 4.6,
(ii) any material change in any material fact or circumstance represented
or warranted in any Loan Paper, or (iii) a Default or Event of Default,
specifying the nature thereof and what action the Borrower or any other Company
has taken, is taking, or proposes to take with respect thereto.

              


              (f)           Notice,
promptly after the Borrower knows or has reason to know of, a Subsidiary
Encumbrance, as defined in Section 7.14(b).

              


              (g)           Within
10 days after execution thereof, copies of any supplements, modifications or
amendments to the Equity Units documentation.

              


              (h)           Promptly
upon the Administrative Agent’s or any Lender’s reasonable request, such
information (not otherwise required to be furnished under the Loan Papers)
respecting the business affairs, assets, and liabilities of any Company, and any
opinions, certifications, and documents, in addition to those mentioned
herein.

               

            

            
              6.4.           Inspection.

              


              The
Borrower shall allow the Administrative Agent and each Lender, when the
Administrative Agent or such Lender reasonably deems necessary, at such Lender’s
own expense if no Default then exists, to inspect any of its properties, to
review reports, files, and other records and to make and take away copies
thereof, to conduct tests or investigations, and to discuss any of its affairs,
conditions, and finances with any director, officer, or employee of such Company
from time to time, upon reasonable notice during reasonable business hours, or
otherwise when reasonably considered necessary.

              


              6.5.           Taxes.

              


              Each
Company shall promptly pay when due any Taxes, except those which if unpaid
would not cause a Material Adverse Effect, Taxes for which the criteria for
Permitted Liens have been satisfied and Taxes being contested in good faith by
proper proceedings and with respect to which such Company shall have, to the
extent required by GAAP, set aside on its books adequate reserves.  No
Company shall use any proceeds of Loans to pay the wages of employees unless a
timely payment to or deposit with the United States of America of all amounts of
Tax required to be deducted and withheld with respect to such wages is also
made.

               

              37


              6.6.           Payment of
Obligations.

              


              Each
Company shall promptly pay (or renew and extend) all of its material obligations
as the same become due except those being contested in good faith by proper
proceedings and with respect to which such Company shall have, to the extent
required by GAAP, set aside on its books adequate reserves, but no Company will
make any voluntary prepayment of the principal of any Debt other than the
Obligation, whether subordinate to the Obligation or not, if a Default or Event
of Default exists under any Loan Paper.

              


              6.7.           Expenses.

              


              The
Borrower shall promptly pay (a) all reasonable and necessary out-of-pocket
costs, fees, and expenses paid or incurred by the Administrative Agent incident
to any Loan Paper (including, but not limited to, the reasonable fees and
expenses of counsel to the Administrative Agent in connection with the
negotiation, preparation, delivery, and execution of the Loan Papers and any
related amendment, waiver, or consent); and (b) all reasonable and
customary out-of-pocket costs, fees and expenses paid or incurred by the
Administrative Agent and any of the Lenders in connection with the enforcement
of the obligations of any Company or the exercise of any Rights (including, but
not limited to, reasonable attorneys’ fees and court costs), all of which shall
be a part of the Obligation.  This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

              


              6.8.          Maintenance of Existence,
Assets, Business, and Insurance.

              


              Except as
permitted by Section 7.4, each Company shall at all times (a) maintain its
corporate existence and authority to transact business and good standing in its
jurisdiction of incorporation or organization and all other jurisdictions where
the failure to so maintain could reasonably be expected to have a Material
Adverse Effect, (b) maintain all licenses, permits, and franchises necessary for
its business, where the failure to so maintain could reasonably be expected to
have a Material Adverse Effect, (c) keep all of its assets which are necessary
to its business in good working order and condition (ordinary wear and tear
excepted), and make all necessary repairs and replacements thereto, and (d)
maintain either (i) insurance with such insurers, in such amounts, and
covering such risks, as shall be ordinary and customary in the industry or
(ii) a comparable self-insurance program.

               

              6.9.           Preservation and Protection
of Rights.

              


              Each
Company shall perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record any additional agreements, documents, instruments, and
certificates as the Administrative Agent may reasonably deem necessary or
appropriate in order to preserve and protect the Rights of the Agents or the
Lenders under any Loan Paper.

              


              6.10.         Environmental
Laws.

              


              Each
Company shall conduct its business so as to comply with all applicable
Environmental Laws and shall promptly take corrective action to remedy any
non-compliance with any Environmental Law, except where failure to so comply or
take such action would not reasonably be expected to have a Material Adverse
Effect.  Each Company shall maintain a system which, in its reasonable
business judgment, will assure its continued compliance with Environmental Laws
in all material respects.

               

              38


              6.11.         Environmental
Indemnification.

              


              The
Borrower shall indemnify, protect, and hold each Indemnified Party harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, proceedings, costs, expenses (including,
without limitation, all reasonable attorneys’ fees and legal expenses whether or
not suit is brought), and disbursements of any kind or nature whatsoever which
may at any time be imposed on, incurred by, or asserted against such Indemnified
Parties, with respect to or as a direct or indirect result of the violation by
any Company of any Environmental Law; or with respect to or as a direct or
indirect result of any Company’s generation, manufacture, production, storage,
release, threatened release, discharge, disposal or presence in connection with
its properties of a Hazardous Substance including, without limitation,
(a) all damages of any such use, generation, manufacture, production,
storage, release, threatened release, discharge, disposal, or presence, or
(b) the costs of any required or necessary environmental investigation,
monitoring, repair, cleanup, or detoxification and the preparation and
implementation of any closure, remedial, or other plans.  The
provisions of and undertakings and indemnification set forth in this paragraph
shall survive the satisfaction and payment of the Obligation and termination of
this Agreement for a period of time set forth in the statute of limitations in
any applicable Environmental Law.

            

             

            
              SECTION
7

              


              NEGATIVE
COVENANTS.

              


              So long
as the Lenders are committed to make Loans under this Agreement and thereafter
until the Obligation is paid and performed in full, the Borrower covenants and
agrees with the Agents and the Lenders as follows:

               

              7.1.           Employee Benefit
Plans.

              


              No
Company will, directly or indirectly, if it would have a Material Adverse
Effect, (a) engage in any “prohibited transaction” (as defined in
section 406 of ERISA or section 4975 of the Code), (b) permit the
funding requirements under ERISA with respect to any employee benefit plan
established or maintained by any Company to ever be less than the minimum
required by ERISA, (c) permit any employee benefit plan established or
maintained by any Company to ever be subject to involuntary termination
proceedings, or (d) fully or partially withdraw from any Multiemployer
Plan.

              


              7.2.           Liens.

              


              No
Company will create, incur, or suffer or permit to be created or incurred or to
exist any Lien (other than Permitted Liens) upon any of its assets unless the
Obligations then outstanding shall be secured by such Lien equally and ratably
with any and all obligations and indebtedness secured by such Lien.

              


              7.3.           Restricted
Payments.

              


              The
Borrower will not directly or indirectly make or declare any Restricted Payment,
unless no Default or Event of Default has occurred and is continuing or would
result from such Restricted Payment.

              


              7.4.           Mergers and
Consolidations.

              


              No
Company will merge or consolidate with any Person other than (a) any merger or
consolidation whereby the Borrower (or another Company, if the Borrower is not a
party thereto) is the surviving corporation, (b) any merger of any Subsidiary
into another Company, (c) any merger of a Subsidiary into another Person (other
than the Borrower) if after such merger the surviving entity becomes a
Subsidiary, (d) any sale of assets permitted by Section 7.7 that is structured
as a merger or consolidation and (e) any Subsidiary that is not a Significant
Subsidiary may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of such Borrower
and is not materially disadvantageous to the Lenders; provided, that in any
such case, immediately after such merger or consolidation there shall not exist
any Default or Event of Default.

               

              39

              7.5.           Loans, Advances, and
Investments.

              


              Except as
permitted by Section 7.4(b), no Company will make any loan, advance,
extension of credit, or capital contribution to, make any investment in, or
purchase or commit to purchase any stock or other securities or evidences of
Debt of, or interests in, any other Person, other than (a) Acquisitions,
(b) expense accounts for and other loans and advances to directors,
officers, and employees of such Company in the ordinary course of business not
to exceed $1,000,000 in the aggregate outstanding at any time;
(c) investments in (or secured by) obligations of the United States of
America and agencies thereof and obligations guaranteed by the United States of
America maturing within one year from the date of acquisition; (d) time
deposits, banker's acceptances or certificates of deposit issued by any of the
Lenders; (e) certificates of deposit, time deposits and banker's
acceptances which are fully insured by the Federal Deposit Insurance Corporation
or are issued by commercial banks organized under the Laws of the United States
of America or any state thereof and having combined capital, surplus, and
undivided profits of not less than $100,000,000 (as shown on such Person’s most
recently published statement of condition), and which certificates of deposit
have one of the two highest ratings from Moody’s or S&P, unless Borrower has
a written commitment to borrow funds from such commercial bank;
(f) commercial paper rated A-2 or better by Moody’s or P-2 or better by
S&P; (g) investments having one of the two highest ratings from Moody’s
or S&P; (h) extensions of credit in connection with trade receivables
and overpayments of trade payables, in each case resulting from transactions in
the ordinary course of business; (i) loans from any Company to any other
Company, investments by any Company in any other Company, capital contributions
by any Company to any other Company, and Guaranties by any Company of the Debt
of any other Company; (j) investments in the cash surrender value of life
insurance policies issued by Persons with a financial rating from A.M. Best
Company (as reported in Best’s Insurance Reports) of at least “A+”; provided, however,
that if such Person’s financial rating is downgraded to less than “A+”, then
within 90 days following such downgrading, either (i) such cash value life
insurance policies will be transferred to another insurance company with a
financial rating of at least “A+”, (ii) such cash value insurance policies
will be collapsed and the cash value thereof will be collected by the investing
Company, or (iii) such investment will become an investment subject to the
limitations of subparagraph (n) of this Section 7.5; (k) the purchase
of equity or debt securities of any Company, including the Borrower (but, in the
case of equity securities of the Borrower, only to the extent permitted by
Section 7.3), (l) investments in the capital stock or securities of or loans to
or Guaranties of the Debt of any Person engaged in the same or a similar line of
business as set forth on Schedule 4.17 hereto (or any reasonable extensions or
expansions thereof) (i) in which a Company possesses (or will possess,
after such investment) an equity ownership interest in such Person or
(ii) secured by the borrower’s interest in such business; (m) in the
ordinary course of business, investments in the capital stock of the Rural
Telephone Bank, National Bank for Cooperatives, or the National Rural Utilities
Cooperative Finance Corporation, or any other lender from whom the investing
Company is intending to borrow money which requires such Company to make an
equity investment in such lender in order to so borrow; (n) Guaranties of
the Debt of the Borrower’s Employee Stock Ownership Plan; (o) investments in
readily marketable money market funds registered under the Investment Company
Act of 1940 with an investment policy to hold at least 90% of its assets in cash
and securities of a type described in subsections (c), (d), (e), (f), (g) and
(r) of this Section 7.5; (p) investments received in connection with the
bankruptcy or reorganization of, or settlement of delinquent accounts and
disputes with, customers and suppliers, in each case in the ordinary course of
business; (q) investments consisting of non-cash consideration with
respect  to sale of assets permitted by Section 7.7; (r) overnight
repurchase agreements relating to securities described in clauses (c), (d), (e),
(f) or (g) of this Section 7.5; (s) any acquisition of stock or assets to the
extent that the consideration is paid in capital stock of the
Borrower;  and (t) other loans, advances, Guaranties, and
investments which never exceed in the aggregate at any time 25% of Adjusted
Consolidated Net Worth (valued on the basis of original cost, plus subsequent
cash and stock additions, less any write-down in value); provided that this
Section 7.5 shall not restrict the investment by any Company of assets held or
managed under any Plan.

               

              40

              7.6.          Transactions with
Affiliates.

              


              No
Company will enter into any material transaction with any of its Affiliates,
other than (a) transactions between or among entities each of which is either
the Borrower or a Wholly Owned Subsidiary, (b) in the case of a transaction
between the Borrower and a Subsidiary that is owned by the Borrower or between
Subsidiaries one or both of which is not directly or indirectly wholly-owned by
the Borrower, if the Borrower has determined that such transaction is in the
best interests of the Borrower, and (c) in the case of any other transaction
between a Company and a Person that is not a Company, transactions in the
ordinary course of business and upon fair and reasonable terms not materially
less favorable than such Company could obtain or could become entitled to in an
arm’s-length transaction with a Person that was not its
Affiliate.  For purposes of this Section 7.6, such transactions
are “material” if they, individually or in the aggregate, require any Company to
pay more than 1 percent of Consolidated Net Worth over the course of such
transactions.

              


              7.7.           Sale of
Assets.

              


              No
Company will sell, lease, or otherwise dispose of all or any substantial part of
its assets (including a sale by merger of a Subsidiary with or into another
Person) other than (a) sales of inventory or investments permitted under
Section 7.5(c), (d), (e), (f), (g), (o) and (r) in the ordinary course of
business; (b) sales of equipment for a fair and adequate consideration or
disposal of obsolete or worn out equipment, provided that if any such equipment
is sold or otherwise disposed of, and a replacement is necessary for the proper
operation of the business of such Company, such Company will replace such
equipment with adequate equipment; (c) the exchange of assets (other than
equipment) for similar assets of equal or greater value; (d) the sale,
discount, or transfer of delinquent notes or accounts receivable in the ordinary
course of business for purposes of collection; (e) sales of accounts receivable
and related assets or an interest therein of the type specified in the
definition of “Qualified Receivables Transaction” made in connection with a
Qualified Receivables Transaction (provided, that if at any time the aggregate
principal amount of all Qualified Receivables Transactions exceeds $150,000,000,
the Borrower shall permanently reduce the Total Commitments by the amount of
such excess); (f) sales of assets from one Company to another Company; (g)
dispositions of assets pursuant to sale and leaseback transactions so long as,
after giving effect thereto and the use of proceeds thereof, the aggregate
outstanding amount of Attributable Debt of the Companies shall not exceed
$75,000,000; (h) other dispositions of assets (other than (i) accounts
receivable and related assets or (ii) in connection with sale and leaseback
transactions), provided that (i) the Companies shall, within the period of 270
days following the consummation of each such transaction, apply (or cause to be
applied) an amount equal to the Net Cash Proceeds of such disposition of assets
to either (x) make Eligible Reinvestments or (y) permanently reduce
the Total Commitments and (ii) notwithstanding the foregoing provisions of this
clause (h), at any time that the Senior Unsecured Long-Term Debt Rating shall be
lower than the Senior Unsecured Long-Term Debt Rating in effect as of the
Effective Date (it being understood that the Debt Rating by S&P as of the
Effective Date is BBB and the Debt Rating by Moody's as of the Effective Date is
Baa2), the net book value of all assets disposed of pursuant to this clause (h)
(net of acquisitions of similar assets) in all such transactions during any
period of 12 consecutive months (commencing with the first date as of which such
lower Senior Unsecured Long-Term Debt Rating shall have become effective) shall
not exceed an amount equal to 10% of Consolidated Net Worth as set forth in the
most recent Financial Statements delivered pursuant to Section 6.3 of this
Agreement; and (i) to the extent not already permitted by another subsection of
this Section 7.7, sales, transfers and other dispositions of assets (other than
(i) accounts receivable and related assets or (ii) in connection with sale and
leaseback transactions) that are not permitted by clauses (a) through (h) above;
provided that the cumulative consideration for all assets sold, transferred or
otherwise disposed of in reliance upon this clause (i) shall not exceed
$200,000,000 or 2-1/2% of the consolidated total assets of the Companies
(measured as of the last day of the most recent fiscal quarter for which the
relevant financial information is available), whichever is greater, in the
aggregate, net of Eligible Reinvestments.

               

              41


              7.8.           Compliance with Laws and
Documents.

              


              No
Company will violate the provisions of any Laws or any Material Agreement if
such violation alone, or when aggregated with all other such violations, could
reasonably be expected to have a Material Adverse Effect.  No Company
will violate the provisions of its charter or bylaws or modify, repeal, replace,
or amend any provision of its charter or bylaws if such action could reasonably
be expected to have a Material Adverse Effect.  The Borrower will
provide to the Administrative Agent a copy of each document that materially
modifies, repeals, replaces, or amends the charter or bylaws of the
Borrower.

              


              7.9.           New
Businesses.

              


              No
Company will engage in any material business other than the businesses in which
it is presently engaged or businesses related thereto, as described on
Schedule 4.17.

              


              7.10.         Assignment.

              


              The
Borrower will not assign or transfer any of its Rights, duties, or obligations
under any of the Loan Papers.

              


              7.11.         Fiscal
Year.

              


              The
Borrower will not change its fiscal year without the prior written consent of
the Administrative Agent (which shall not be unreasonably
withheld).

              


              7.12.         Holding Company and
Investment Company Status.

              


              The
Borrower will not conduct its business in such a way that it will become
(a) a “holding company,” a “subsidiary company” of a “holding company,” an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company,” or a “public utility” within the meaning of the Public Utility Holding
Company Act of 1935, as amended, (b) a “public utility” within the meaning
of the Federal Power Act, as amended, (c) an “investment company” within
the meaning of the Investment Company Act of 1940, as amended, or (d) an
“investment adviser” within the meaning of the Investment Advisers Act of 1940,
as amended.

              


              7.13.        Amendments to Equity Units
Documentation.

              


              The
Borrower will not amend, supplement or otherwise modify the terms and conditions
of the documentation relating to the Equity Units except any amendment to the
Equity Units’ purchase contracts to provide for the voluntary settlement by the
Borrower of the purchase contracts via cash, stock or a combination thereof or
any other amendment, supplement or modification that is not materially adverse
to the interests of the Lenders.

            

            
               

              42

                             
7.14         
Financial
Covenants.

              


              (a)           As
calculated at the end of each fiscal quarter of the Borrower (but computed with
respect to EBITDA for the four fiscal quarters ending on the last day of such
fiscal quarter), the Borrower shall not permit the ratio of Consolidated Total
Funded Debt to EBITDA of the Companies to exceed 4.00 to 1.0.

              


              (b)           As
calculated at the end of each fiscal quarter of the Borrower (but computed for
the four fiscal quarters ending on the last day of such fiscal quarter), the
Borrower shall not permit the ratio of EBITDA of the Companies to the sum of
(i) consolidated interest expense of the Companies (less any non-cash
amounts attributable to amortization of financing costs paid  in a
previous period) and (ii) dividends declared or paid by any Company (other
than to another Company) on its preferred capital stock (but if such dividends
are declared and paid during such four-quarter period, the amount shall not be
counted twice) to be less than 1.50 to 1.0.

              


              For
purposes of this Section 7.14(b), EBITDA and interest expense of any
Subsidiary which is subject to any Subsidiary Encumbrance, shall be reduced to
the extent such Subsidiary is restricted by the Subsidiary
Encumbrance.  As used in this Section 7.14(b), “Subsidiary
Encumbrance” shall mean, so long as a default has occurred and is continuing
under the agreement creating such encumbrance or restriction, any encumbrance or
restriction on the ability of any Subsidiary to (i) pay dividends or make
any other distributions on its capital stock or any other interest or
participation in its profits owned by the Borrower or any Subsidiary of the
Borrower, or pay any Debt owed to the Borrower or a Subsidiary of the Borrower,
(ii) make loans or advances to, or grant liens in favor of, the Borrower or
any of the Borrower’s Subsidiaries or (iii) transfer any of its properties
or assets to the Borrower, except for such encumbrances or restrictions
(A) existing on the date of this Agreement, (B) arising in connection
with loans made to any Company by the Rural Electrification Administration, the
Rural Utilities Service, the Rural Telephone Bank, or similar lenders such as
the Rural Telephone Finance Cooperative, or (C) now existing or hereafter
arising under or by reason of either (x) applicable Law or (y) this
Agreement and the other Loan Papers.

              


              (c)           If
at any time after the date of this Agreement the Borrower enters into any
financing arrangement with a third party which requires the Borrower or the
Companies as a whole to maintain a specified minimum net worth, then such
minimum net worth requirement or covenant shall be incorporated herein by
reference and made a part of this Agreement for all purposes as of the date such
financing arrangement is entered into by the Borrower.

              


              Further,
for purposes of this Section 7.14 Consolidated Total Funded Debt shall
include any Company’s Guaranty of Funded Debt of any Person other than another
Company or the Borrower’s Employee Stock Ownership Plan.  For the
first four quarters following any Acquisition, calculations under this
Section 7.14 shall be made on a pro forma basis as if the properties
acquired in connection with such Acquisition were properties of the Companies
during the period of calculation.

               

              43

               

            

            
              
                SECTION
8

                


                DEFAULT

                


                The term
“Event of Default” means the occurrence and continuance of any one or more of
the following events (including the passage of time, if any, specified therefor)
(provided that,
if any such event occurs and the Lenders or Majority Lenders, as required by the
provisions of Section 11.14, subsequently agree in writing that they will not
exercise any remedies hereunder as a result thereof, the occurrence and
continuance of such event shall no longer be deemed an Event of Default
hereunder insofar as the state of facts giving rise to such event is
concerned):

                 

                8.1.           Payment of
Obligation.

                


                The
failure or refusal of the Borrower to pay any portion of the Obligation, as the
same become due in accordance with the terms of the Loan Papers and, in the case
of an interest payment, such failure or refusal continues for a period of 5
Business Days (no grace period being given for failure or refusal to make a
principal payment).  Notwithstanding the foregoing, the Borrower’s
failure to pay, if caused solely by a wire transfer malfunction or similar
problem outside the Borrower’s control, shall not be deemed an Event of Default
so long as such failure to pay is promptly corrected.

                


                8.2.           Covenants.

                


                (a)           The
failure or refusal of the Borrower (and, if applicable, any other Company) to
punctually and properly perform, observe, and comply with any covenant,
agreement, 

                or
condition contained in Section 6.3(e)(iii)
or Section 7.

                


                (b)           The
failure or refusal of the Borrower (and, if applicable, any other Company) to
punctually and properly perform, observe, and comply with any covenant,
agreement, or 

                condition
contained in any of the Loan
Papers to which such Company is a party, other than covenants to pay the
Obligation and the covenants listed in clause (a) preceding, 

                and such
failure or refusal continues for 10 days after notice  from
the Administrative Agent to the Borrower.

                


                8.3.           Debtor Relief.

                


                The
Companies shall not be Solvent, or any Company (a) fails to pay its Debts
generally as they become due, (b) voluntarily seeks, consents to, or
acquiesces in the benefit of any Debtor Relief Law, or (c) becomes a party
to or is made the subject of any proceeding provided for by any Debtor Relief
Law, other than as a creditor or claimant, that could suspend or otherwise
adversely affect the Rights of the Agents or the Lenders granted in the Loan
Papers (unless, in the event such proceeding is involuntary, the petition
instituting same is dismissed within 60 days after its filing).

                


                8.4.           Attachment.

                


                The
failure of any Company to have discharged within 60 days after commencement any
attachment, sequestration, or similar proceeding which, individually or together
with all such other proceedings then pending, affects assets of such Company
having a value (individually or collectively) of 1 percent of Consolidated Net
Worth or more.


                8.5.          Payment of
Judgments.

                 

                44


                Any
Company fails to pay any judgments or orders for the payment of money in excess
of 1 percent of Consolidated Net Worth (individually or collectively) rendered
against it or any of its assets and either (a) any enforcement proceedings
shall have been commenced by any creditor upon any such judgment or order or
(b) a stay of enforcement of any such judgment or order, by reason of
pending appeal or otherwise, shall not be in effect prior to the time its assets
may be lawfully sold to satisfy such judgment.

                


                8.6.          Default Under Other
Agreements.

                


                A default
exists under any Material Agreement to which any Company is a party, the effect
of which is to cause, or which permits the holder thereof (or a trustee or
representative of such holder) to cause, unpaid consideration of at least 2% of
Consolidated Net Worth (individually or in the aggregate) to become due prior to
the stated maturity or prior to the regularly scheduled dates of
payment.  For the purposes of this paragraph, a default by any Company
in the payment of any obligation at its stated maturity date (taking into
account any applicable cure period) shall be deemed to have caused such
obligation to become due prior to such stated final maturity.

                


                8.7.          Misrepresentation.

                


                The
Administrative Agent or any Lender discovers that any statement, representation,
or warranty in the Loan Papers, any Financial Statement of the Borrower, or any
writing ever delivered to the Administrative Agent or any Lender pursuant to the
Loan Papers is false, misleading, or erroneous when made, deemed made or
delivered in any material respect.

                


                8.8.          Change in
Control.

                


                A Change
of Control shall occur.  For the purpose of this Section, a “Change of
Control” shall be deemed to have occurred if:

                 

                
                  (a)           a
third person, including a “group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), but excluding
any employee benefit plan or plans of the Borrower and its Subsidiaries and
Affiliates, becomes the beneficial owner, directly or indirectly, of thirty
percent (30%) or more of the combined voting power of the Borrower’s
outstanding voting securities ordinarily having the right to vote for the
election of directors of the Borrower; or

                  


                  (b)           the
individuals who, as of September 30, 2006 constituted the Board of Directors of
the Borrower (the “Board” generally and as of September 30, 2006 the “Incumbent
Board”) cease for any reason to constitute at least two-thirds (2/3) of the
Board, or in the case of a merger or consolidation of the Borrower, do not
constitute or cease to constitute at least two-thirds (2/3) of the board of
directors of the surviving company (or in a case where the surviving corporation
is controlled, directly or indirectly, by another corporation or entity do not
constitute or cease to constitute at least two-thirds (2/3) of the board of
such controlling corporation or do not have or cease to have at least
two-thirds (2/3) voting seats on any body comparable to a board of
directors of such controlling entity or, if there is no body comparable to a
board of directors, at least two-thirds (2/3) voting control of such
controlling entity), provided that any person becoming a director (or, in the
case of a controlling non-corporate entity, obtaining a position comparable to a
director or obtaining a voting interest in such entity) subsequent to September
30, 2006, whose election, or nomination for election, was approved by a vote of
the persons comprising at least two-thirds (2/3) of the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) shall be, for purposes of this Agreement, considered as though
such person were a member of the Incumbent Board.

                  

45

                 

                
                  8.9.          ERISA.

                  


                  Any one
of the following shall have occurred:  (a) any “Reportable Event”
as such term is defined in ERISA under any Plan, (b) the appointment by an
appropriate Tribunal of a trustee to administer any Plan, (c) the
termination of any Plan within the meaning of Title IV of ERISA, or
(d) any material accumulated funding deficiency within the meaning of ERISA
exists under any Plan, and any of (a), (b), (c) or (d) results in a Material
Adverse Effect.

                  


                  8.10.
        Validity and Enforceability
of Loan Papers.

                  


                  Any Loan
Paper shall, at any time after its execution and delivery and for any reason,
cease to be in full force and effect in any material respect or be declared to
be null and void or the validity or enforceability thereof be contested by any
Company party thereto or any Company shall deny that it has any liability or
obligations under any Loan Paper to which it is a party.

                   

                  
                    SECTION 9

                    


                    RIGHTS AND
REMEDIES

                    


                    9.1.          Remedies Upon Event of
Default.

                    


                    (a)           Should
an Event of Default occur and be continuing under Section 8.3, the commitment of
the Lenders to make Loans shall automatically terminate and the entire unpaid
balance of the Obligation shall automatically become due and payable without any
action of any kind whatsoever.

                    


                    (b)           Should
any other Event of Default occur and be continuing, subject to any agreement
among the Lenders, the Administrative Agent may (and shall upon the request of
the Majority Lenders), at its (or the Majority Lenders’) election, do any one or
more of the following:  (i) If the maturity of the Obligation has
not already been accelerated under Section 9.1(a), declare the entire unpaid
balance of the Obligation (including all amounts of L/C Obligations, whether or
not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder), or any part thereof, immediately
due and payable, whereupon it shall be due and payable (and notice of such
declaration shall promptly be given thereafter by the Administrative Agent to
the Borrower); (ii) terminate commitments to make Loans hereunder;
(iii) reduce any claim to judgment; (iv) exercise (or request each
Lender to exercise) the Rights of offset or banker’s Lien against the interest
of the Borrower in and to every account and other property of the Borrower which
are in the possession of any Lender to the extent of the full amount of the
Obligation; and (v) exercise any and all other legal or equitable Rights
afforded by the Loan Papers, the Laws of the State of New York or any other
jurisdiction as the Administrative Agent shall deem appropriate, or otherwise,
including, but not limited to, the Right to bring suit or other proceedings
before any Tribunal either for specific performance of any covenant or condition
contained in any of the Loan Papers or in aid of the exercise of any Right
granted to the Lenders in any of the Loan Papers.  With respect to all
Letters of Credit with respect to which presentment for honor shall not have
occurred at the time of an acceleration pursuant to this paragraph, the Borrower
shall at such time deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit.  Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower
hereunder.  After all such Letters of Credit shall have expired or
been fully drawn upon, all Reimbursement Obligations shall have been satisfied
and all other obligations of the Borrower hereunder shall have been paid in
full, the balance, if any, in such cash collateral account shall be returned to
the Borrower (or such other Person as may be lawfully entitled
thereto).

                     

                    46


                    9.2.          Waivers.

                    


                    The
Borrower hereby waives presentment and demand for payment, protest, notice of
intention to accelerate, notice of acceleration, and notice of protest and
nonpayment, and agrees that its liability with respect to the Obligation, or any
part thereof, shall not be affected by any renewal or extension in the time of
payment of the Obligation, by any indulgence, or by any release or change in any
security for the payment of the Obligation.

                     

                    9.3.          Performance by
Administrative Agent.

                     

                    If any
covenant, duty, or agreement of any Company is not performed in accordance with
the terms of the Loan Papers, the Administrative Agent may, at its option (but
subject to the approval of the Majority Lenders), perform or attempt to perform
such covenant, duty, or agreement on behalf of such Company.  In such
event, any amount expended by the Administrative Agent in such performance or
attempted performance shall be reasonable, payable by the Borrower to the
Administrative Agent on demand, shall become part of the Obligation, and shall
bear interest at the Default Rate from the date of such expenditure by the
Administrative Agent until paid.  Notwithstanding the foregoing, it is
expressly understood that the Administrative Agent does not assume and shall
never have, except by its express written consent, any liability or
responsibility for the performance of any covenant, duty, or agreement of any
Company.

                     

                    9.4.          Delegation of Duties and
Rights.

                    


                    The
Administrative Agent and the Lenders may perform any of their duties or exercise
any of their Rights under the Loan Papers by or through the Administrative Agent
and their and the Administrative Agent’s officers, directors, employees,
attorneys, agents, or other representatives.

                     

                    9.5.          Lenders Not in
Control.

                    


                    None of
the covenants or other provisions contained in this Agreement or in any other
Loan Paper shall, or shall be deemed to, give the Agents or the Lenders the
Right to exercise control over the assets (including, without limitation, real
property), affairs, or management of any Company, the power of the Agents and
the Lenders being limited to the Right to exercise the remedies provided in this
Section 9.

                    


                    9.6.          Waivers by
Lenders.

                    


                    The
acceptance by the Agents or the Lenders at any time and from time to time of
partial payment on the Obligation shall not be deemed to be a waiver of any
Event of Default then existing.  No waiver by the Agents, the Majority
Lenders, or all of the Lenders of any Event of Default shall be deemed to be a
waiver of any other then-existing or subsequent Event of Default.  No
delay or omission by the Agents, the Majority Lenders, or all of the Lenders in
exercising any Right under the Loan Papers shall impair such Right or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Papers or
otherwise.

                     

                    47


                    9.7.           Cumulative
Rights.

                    


                    All
Rights available to the Agents and the Lenders under the Loan Papers are
cumulative of and in addition to all other Rights granted to the Agents and the
Lenders at law or in equity, whether or not the Obligation is due and payable
and whether or not the Agents or the Lenders have instituted any suit for
collection, foreclosure, or other action in connection with the Loan
Papers.

                    


                    9.8.           Application of
Proceeds.

                    


                    Any and
all proceeds ever received by the Agents or the Lenders from the exercise of any
Rights pertaining to the Obligation shall be applied to the Obligations in the
order and manner set forth in Section 2.15.

                    


                    9.9.           Certain
Proceedings.

                    


                    The
Borrower will promptly execute and deliver or cause the execution and delivery
of, all applications, certificates, instruments, registration statements, and
all other documents and papers the Agents or the Lenders may reasonably request
in connection with the obtaining of any consent, approval, registration,
qualification, permit, license, or authorization of any other Tribunal or other
Person necessary or appropriate for the effective exercise of any Rights under
the Loan Papers.  Because the Borrower agrees that the Agents’ and the
Lenders’ remedies at Law for failure of the Borrower to comply with the
provisions of this paragraph would be inadequate and that such failure would not
be adequately compensable in damages, the Borrower agrees that the covenants of
this paragraph may be specifically enforced.

                    


                    9.10.         Setoff.

                    


                    If an
Event of Default shall have occurred and is continuing, each Lender is hereby
authorized at any time and from time to time, without prior notice to the
Borrower (any such notice being hereby expressly waived by the Borrower), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and any other indebtedness at any time
owing by such Lender to or for the credit or the account of the Borrower against
any portion of the Obligation owing to such Lender, irrespective of whether or
not all of the Obligation, or any part thereof, shall be then
due.  Each Lender agrees promptly to notify the Borrower (with a copy
to the Administrative Agent) after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.  The rights and remedies of each Lender
hereunder are in addition to other rights and remedies (including, without
limitation, other rights of setoff) which such Lender may have.



                  
                    SECTION
10

                    


                    THE
AGENTS.

                    


                    10.1.        Appointment.

                    


                    Each
Lender hereby irrevocably designates and appoints the Administrative Agent as
the agent of such Lender under this Agreement and the other Loan Papers, and
each such Lender irrevocably authorizes the Administrative Agent, in such
capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Papers and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement and the other Loan Papers, together with such other powers as are
reasonably incidental thereto.   Notwithstanding any provision to
the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Paper or otherwise exist against the Administrative
Agent.

                     

                    48


                    10.2.        Delegation of
Duties.

                    


                    The
Administrative Agent may execute any of its duties under this Agreement and the
other Loan Papers by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such
duties.  The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

                    


                    10.3.      
  Exculpatory
Provisions.

                    


                    Neither
any Agent nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Paper (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person’s own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Company or any officer thereof contained in this Agreement or any other Loan
Paper or in any certificate, report, statement or other document referred to or
provided for in, or received by the Agents under or in connection with, this
Agreement or any other Loan Paper or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Paper or for any failure of any Company a party thereto to perform its
obligations hereunder or thereunder.  The Agents shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Paper, or to inspect the properties, books or
records of any Company.

                    


                    10.4.         Reliance of Administrative
Agent.

                    


                    The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any instrument, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative
Agent.  The Administrative Agent may deem and treat the payee of any
Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Paper unless it shall first receive such advice or concurrence of the
Majority Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense that may be incurred by it by
reason of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Papers in
accordance with a request of the Majority Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

                     

                    49

                  

                  
                    10.5.     Notice of
Default.

                     

                    The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default unless the Administrative Agent
has received notice from a Lender or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
“notice of default”.  In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Lenders.  The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Majority Lenders (or, if so specified by this Agreement, all
Lenders); provided that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the
Lenders.

                     

                    10.6.     Non-Reliance on Agents and
Other Lenders.

                     

                    Each
Lender expressly acknowledges that neither the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of a Company or
any affiliate of a Company, shall be deemed to constitute any representation or
warranty by any Agent to any Lender.  Each Lender represents to the
Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Companies and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement.  Each Lender also represents
that it will, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan Papers,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Companies and their affiliates.  Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of any Company or any
affiliate of a Company that may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

                     

                    10.7.     Indemnification.

                     

                    The
Lenders agree to indemnify each Agent in its capacity as such (to the extent not
reimbursed by the Borrower and without limiting the obligation of the Borrower
to do so), ratably according to their respective Revolving Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Revolving Percentages immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Loan Papers or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent’s fraud,
gross negligence or willful misconduct.  The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.

                     

                    50

                    10.8.    Agent in its Individual
Capacity.

                     

                    Each
Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Company as though such Agent were not an
Agent.  With respect to its Loans made or renewed by it, each Agent
shall have the same rights and powers under this Agreement and the other Loan
Papers as any Lender and may exercise the same as though it were not an Agent,
and the terms “Lender” and “Lenders” shall include each Agent in its individual
capacity.

                     

                    10.9.     Successor Administrative
Agent.

                     

                    The
Administrative Agent may resign as Administrative Agent upon 10 days’ notice to
the Lenders and the Borrower.  If the Administrative Agent shall
resign as Administrative Agent under this Agreement and the other Loan Papers,
then the Majority Lenders shall appoint from among the Lenders a successor agent
for the Lenders, which successor agent shall (unless an Event of Default under
Section 8.1 or Section 8.3 with respect to the Borrower shall have occurred and
be continuing) be subject to approval by the Borrower (which approval shall not
be unreasonably withheld or delayed), whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the
term “Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans.  If no
successor agent has accepted appointment as Administrative Agent by the date
that is 10 days following a retiring Administrative Agent’s notice of
resignation, the retiring Administrative Agent’s resignation shall nevertheless
thereupon become effective, and the Lenders shall assume and perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the
Majority Lenders appoint a successor agent as provided for
above.  After any retiring Administrative Agent’s resignation as
Administrative Agent, the provisions of this Section 10 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan
Papers.

                     

                    10.10.   Co-Documentation Agents and
Syndication Agent.

                     

                    Neither
the Co-Documentation Agents nor the Syndication Agent shall have any duties or
responsibilities hereunder in its capacity as such.

                     

                     

                    
                      SECTION
11

                      


                      MISCELLANEOUS.

                    

                     

                    
                      11.1.         Changes in
GAAP.

                       

                      All
accounting and financial terms used in any of the Loan Papers and the compliance
with each covenant contained in the Loan Papers which relates to financial
matters shall be determined in accordance with GAAP, except to the extent that a
deviation therefrom is expressly stated in such Loan Papers.  Should a
change in GAAP require a change in any method of accounting or should any
voluntary change in the accounting methods be permitted pursuant to
Section 7.11, then such change shall not result in an Event of Default if,
at the time of such change, such Event of Default had not occurred and was not
then continuing, based upon the former methods of accounting used by or on
behalf of the Borrower; provided that, after
any such change in accounting methods, the Financial Statements required to be
delivered shall either be (a) supplemented with financial information
prepared in comparative form, in compliance with the former methods of
accounting used prior to such change, as well as with the new method or methods
of accounting and, for the purpose of determining whether an Event of Default
has occurred, Lenders shall look solely to that portion of such supplemental
information that complies with the former methods of accounting, or
(b) supplemented with financial information prepared in compliance with
such new method or methods of accounting but accompanied by such information, in
form and detail satisfactory to Lenders, that will allow Lenders to readily
determine the effect of such changes in accounting methods on such Financial
Statements, and, for the purpose of determining whether an Event of Default has
occurred, Lenders shall look solely to such supplemental information as adjusted
to reflect compliance with such former method or methods of
accounting.

                       

                      51

                      11.2.         Money and
Interest.

                       

                      Unless
stipulated otherwise (a) all references in any of the Loan Papers to
“dollars,” “money,” “payments,” or other similar financial or monetary terms are
references to currency of the United States of America and (b) all
references to interest are to simple and not compound interest.

                       

                      11.3.         Number and Gender of
Words.

                       

                      Whenever
in any Loan Paper the singular number is used, the same shall include the plural
where appropriate, and vice versa; and words of any gender in any Loan Paper
shall include each other gender where appropriate.  The words
“herein,” “hereof,” and “hereunder,” and other words of similar import refer to
the relevant Loan Paper as a whole and not to any particular part or subdivision
thereof.

                       

                      11.4.         Headings.

                       

                      The
headings, captions, and arrangements used in any of the Loan Papers are, unless
specified otherwise, for convenience only and shall not be deemed to limit,
amplify, or modify the terms of the Loan Papers, nor affect the meaning
thereof.

                       

                      11.5.        
Exhibits.

                       

                      If any
Exhibit, which is to be executed and delivered, contains blanks, the same shall
be completed correctly and in accordance with the terms and provisions contained
and as contemplated herein prior to, at the time of, or after the execution and
delivery thereof.

                       

                      52

                      11.6.         Notices.

                       

                      All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
delivered, or three Business Days after being deposited in the mail, postage
prepaid, or, in the case of telecopy notice, when received, addressed as follows
in the case of the Borrower and the Administrative Agent, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:

                       

                      
                        
                          	
                                  Borrower:

                                	
                                  CenturyTel,
      Inc.

                                  100
      CenturyTel Drive

                                  Monroe,
      LA 71203

                                
	 
      	
                                  Attention:
      R. Stewart Ewing, Jr.

                                
	 
      	
                                  Telecopy:
      318-362-1728

                                
	 
      	
                                  Telephone:
      318-388-9512

                                
	 
      	 
      
	 
      	
                                  CenturyTel,
      Inc.

                                  100
      CenturyTel Drive

                                  Monroe,
      LA 71203

                                
	 
      	
                                  Attention:
      G. Clay Bailey and D. Greg Jones

                                
	 
      	
                                  Telecopy:
      318-388-9093

                                
	 
      	
                                  Telephone:
      318-388-9069

                                
	 
      	 
      
	
                                  with
      a copy to:

                                	
                                  CenturyTel,
      Inc.

                                  100
      CenturyTel Drive

                                  Monroe,
      LA 71203

                                
	 
      	
                                  Attention:
      Stacey W. Goff

                                
	 
      	
                                  Telecopy:
      318-388-9488

                                
	 
      	
                                  Telephone:
      318-388-9539

                                
	 
      	 
      
	
                                  Administrative
      Agent:

                                	
                                  JPMorgan
      Chase Bank, N.A.

                                  Loan
      and Agency Services Group

                                  1111
      Fannin, 10th
      Floor

                                  Houston,
      TX 77002

                                  Attention:
      Gloria Javier

                                  Telecopy:  713-750-2878

                                  Telephone:
      713-750-7919

                                
	 
      	 
      
	
                                   with
      a copy to::

                                	
                                  JPMorgan
      Chase Bank, N.A.

                                  270
      Park Avenue, 4th
      Floor

                                  New
      York, NY 10017

                                
	 
      	
                                  Attention:
      Peter Ling

                                
	 
      	
                                  Telecopy:
      212-270-0213

                                
	 
      	
                                  Telephone:
      212-270-4676

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      provided that any
notice, request or demand to or upon the Administrative Agent or the Lenders
shall not be effective until received.

       

      Notices
and other communications to the Lenders hereunder 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 Section 2 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 by electronic communications
pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

       

    

    
      11.7.        
Exceptions to
Covenants.

       

      The
Borrower shall not take any action or fail to take any action which is permitted
as an exception to any of the covenants contained in any of the Loan Papers if
such action or omission would result in the breach of any other covenant
contained in any of the Loan Papers.

       

      53

      11.8.        
Survival.

       

      All
covenants, agreements, undertakings, representations, and warranties made in any
of the Loan Papers (a) shall survive all closings under the Loan Papers,
(b) except as otherwise indicated, shall not be affected by any
investigation made by any party, and (c) unless otherwise provided herein
shall terminate upon the later of the termination of this Agreement and the
payment in full of the Obligation.

       

      11.9.        
Governing
Law.

       

      THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

       

      11.10.       Submission to Jurisdiction;
Waivers.

       

      The
Borrower hereby irrevocably and unconditionally:

       

      
        (a)           submits
for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Papers to which it is a party, or for recognition
and enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York, and appellate courts from any
thereof;

         

        (b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

         

        (c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Borrower, as the case may be at
its address set forth in Section 11.6 or at such other address of which the
Administrative Agent shall have been notified pursuant thereto;

         

        (d)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and

         

        (e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.

         

        
          11.11.       WAIVERS OF JURY
TRIAL.

           

          THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN PAPER AND FOR ANY COUNTERCLAIM
THEREIN.

           

          54

          11.12.       Severability.

           

          Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

           

          11.13.       Integration.

           

          This
Agreement and the other Loan Papers represent the entire agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Papers.

           

          11.14.     
 Amendments,
Etc.

           

          Neither
this Agreement, any other Loan Paper, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of
this Section 11.14.  The Majority Lenders and the Borrower may, or,
with the written consent of the Majority Lenders, the Administrative Agent and
the Borrower may, from time to time, (a) enter into written amendments,
supplements or modifications hereto and to the other Loan Papers for the purpose
of adding any provisions to this Agreement or the other Loan Papers or changing
in any manner the rights of the Lenders or of the Borrower hereunder or
thereunder or (b) waive, on such terms and conditions as the Majority Lenders or
the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Papers or any
Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall (i) forgive or
reduce the principal amount or extend the final scheduled date of maturity of
any Loan, extend the date of any payment required by Section 2.9(b), reduce the
stated rate of any interest, margin or fee payable hereunder (except (x) in
connection with the waiver of applicability of any post-default increase in
interest rates (which waiver shall be effective with the consent of the Majority
Lenders) and (y) that any amendment or modification of defined terms used in the
financial covenants in this Agreement shall not constitute a reduction in the
rate of interest or fees for purposes of this clause (i)) or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender’s Commitment, in each case without the written
consent of each Lender directly affected thereby; (ii) eliminate or reduce the
voting rights of any Lender under this Section 11.14 without the written consent
of such Lender; (iii) reduce any percentage specified in the definition of
Majority Lenders or consent to the assignment or transfer by the Borrower of any
of its rights and obligations under this Agreement and the other Loan Papers, in
each case without the written consent of all Lenders; or (iv) amend, modify or
waive any provision of Section 3 or 10 without the written consent of the
Issuing Lender or the Administrative Agent, respectively.  Any such
waiver and any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Borrower, the Lenders, the
Administrative Agent and all future holders of the Loans.  In the case
of any waiver, the Companies, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other Loan
Papers, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent
thereon.

           

          Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Majority Lenders, the Administrative Agent and the
Borrower (a) to add one or more additional credit facilities to this Agreement
and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the
benefits of this Agreement and the other Loan Papers with the aggregate
principal amount of the Loans then outstanding and the accrued interest and fees
in respect thereof and (b) to include appropriately the Lenders holding such
credit facilities in any determination of the Majority Lenders.

           

          55

          11.15.      Waivers.

           

          No course
of dealing nor any failure or delay by the Administrative Agent, any Lender, or
any of their respective officers, directors, employees, agents, representatives,
or attorneys with respect to exercising any Right of the Lenders hereunder shall
operate as a waiver thereof.  A waiver must be in writing and signed
by the Lenders (or the Majority Lenders to the extent permitted hereunder) to be
effective, and such waiver will be effective only in the specific instance and
for the specific purpose for which it is given.

           

          11.16.       Governmental
Regulation.

           

          Anything
contained in this Agreement to the contrary notwithstanding, the Lenders shall
not be obligated to extend credit to the Borrower in violation of any
Law.

           

          11.17.      Multiple
Counterparts.

           

          This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.  Delivery
of an executed signature page of this Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart hereof.  A
set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.

           

          11.18.       Successors and Assigns;
Participations; Assignments.

           

          
                 
(a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that (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.

             

                 
(b)     (i)   Subject to the conditions
set forth in paragraph (b)(ii) below, any Lender may assign to one or more
assignees (each, an “Assignee”) all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitments 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 (as defined below) or, if an Event
of  Default
has  occurred and is continuing, any other Person;

             

            (B)           the
Administrative Agent; and

             

            (C)           the
Issuing Lender.

             

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

             

            56

             

            (A)           except
in the case of an assignment to a Lender, an affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitments, the amount of the Commitments 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 (1) no
such consent of the Borrower shall be required if an Event of Default has
occurred and is continuing and (2) such amounts shall be aggregated in respect
of each Lender and its affiliates or Approved Funds, if any;

             

            (B)           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;

             

            (C)           the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an administrative questionnaire;

             

            (D)           unless
otherwise agreed by the Borrower, the Assignee shall either (1) be a “U.S.
Person” as defined in Section 7701(a)(30) of the Code or (2) have delivered the
documents described in Section 2.20(d) claiming complete exemption from U.S.
federal withholding tax on all payments by the Borrower under this Agreement and
the other Loan Papers; and

             

            (E)           in
the case of an assignment to a CLO (as defined below), unless such assignment
(or an assignment to a CLO managed by the same manager or an Affiliate of such
manager) shall have been approved by the Borrower (the Borrower agreeing that
such approval, if requested, will not be unreasonably withheld or delayed) the
assigning Lender shall retain the sole right to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan
Papers, provided that the
Assignment and Assumption between such Lender and such CLO may provide that such
Lender will not, without the consent of such CLO, agree to any amendment,
modification or waiver that (1) requires the consent of each Lender directly
affected thereby pursuant to the proviso to the second sentence of Section 11.14
and (2) directly affects such CLO.

             

            For the
purposes of this Section 11.18, the terms “Approved Fund” and “CLO” have the
following meanings:

             

            
              “Approved Fund” means
(a) a CLO and (b) with respect to any Lender that is a fund which invests in
bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an affiliate of such investment
advisor.

               

              “CLO” means any entity
(whether a corporation, partnership, trust or otherwise) that is engaged in
making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered
or managed by a Lender or an affiliate of such Lender.

               

            

            
              (iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) below,
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 2.10, 2.12, 2.20 and 11.21).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this Section 11.18 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.

               

              57

               

              (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 Commitments of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Lender 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.

               

              (v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an Assignee, the Assignee’s completed administrative
questionnaire (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.  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 or the Administrative Agent,
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 Commitments 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 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 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 may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to
the second sentence of Section 11.14 and (2) directly 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 2.10, 2.12 and 2.20 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 9.10 as though it were a Lender, provided
such Participant shall be subject to Section 2.14 as though it were a
Lender.

               

              (ii)           A
Participant shall not be entitled to receive any greater payment under Section
2.10 or 2.20 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.

               

              58

               

              (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 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.

               

              (e)           The
Borrower, upon receipt of written notice from the relevant Lender, agrees to
issue Notes to any Lender requiring Notes to facilitate transactions of the type
described in paragraph (d) above.

               

              (f)           Notwithstanding
the foregoing, any Conduit Lender may assign any or all of the Loans it may have
funded hereunder to its designating Lender without the consent of the Borrower
or the Administrative Agent and without regard to the limitations set forth in
Section 11.18(b).  Each of the Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save
and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit
Lender during such period of forbearance.

               

            

            
              11.19.       Confidentiality.

               

              (a)    No Lender
will use confidential information obtained from the Borrower by virtue of the
transactions contemplated hereby or its other relationships with the Borrower in
connection with the performance by such Lender of services for other companies
that are not affiliates of such Lender, and no Lender will furnish any such
information to such other companies.  The Borrower acknowledges that
no Lender has any obligation to use in connection with the transactions
contemplated hereby, or to furnish to the Borrower, confidential information
obtained from other companies.

               

              (b)              
Each Lender agrees to keep confidential, and not to publish, disclose or
otherwise divulge to anyone (and to cause their respective officers, directors,
employees, agents and representatives to keep confidential, and not to publish,
disclose or otherwise divulge to anyone) all information with respect to the
Companies, including all financial information and projections or all other
information (the “Confidential
Information”) except that the Lenders shall be permitted to disclose
Confidential Information: (i) to the Administrative Agent, any other Lender or
any affiliate thereof; (ii) to their respective officers, directors, employees,
agents, advisors, attorneys, accountants and representatives on a “need-to-know”
basis in connection with the respective roles of the Lenders described herein,
provided that the Lenders implement reasonable precautions to prevent disclosure
by any such personnel, (iii) to the extent required by applicable laws and
regulations or requested or required in connection with any litigation or other
legal process, provided that the Lenders will use reasonable efforts to provide
the Borrower with a reasonable opportunity to challenge the disclosure and
request confidentiality protection for any Confidential Information that is
required to be disclosed, (iv) subject to an agreement to comply with the
provisions of this Section, to (A) actual or prospective transferees or (B) any
direct or indirect counterparty to any Swap Agreement (or any professional
advisor to such counterparty), (v) to the extent requested by any regulatory
authority with jurisdiction over any Lender or any Affiliate of any Lender, (vi)
to the extent such Confidential Information (A) becomes publicly available other
than as a result of a breach of this agreement known to the disclosing Lender,
(B) becomes available to such Lender on a non-confidential basis from a source
other than the Borrower or (C) was available to such Lender on a
non-confidential basis prior to its disclosure by the Borrower, (vii) to the
National Association of Insurance Commissioners or any similar organization or
any nationally recognized rating agency that requires access to information
about a Lender’s investment portfolio in connection with ratings issued with
respect to such Lender, or (viii) to the extent the Borrower shall have
consented to such disclosure.  Notwithstanding anything to the
contrary contained above, the Lenders shall be entitled to use the Confidential
Information in exercising remedies under this Agreement or any other Loan
Paper.

               

              59

              
                11.20.       Patriot
Act.

                 

                Each of
the Agents and the Lenders hereby notifies the Borrower that, pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into
law on October 26, 2001) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes names and addresses and other information that will
allow such Agent or Lender to identify the Borrower in accordance with the
Patriot Act

                 

                11.21.       Conflicts and
Ambiguities.

                 

                Any
conflict or ambiguity between the terms and provisions herein and terms and
provisions in any other Loan Paper shall be controlled by the terms and
provisions herein.

                 

                               
11.22.      GENERAL INDEMNIFICATION.

                 

                THE
BORROWER SHALL INDEMNIFY, PROTECT, AND HOLD THE AGENTS AND THE LENDERS AND THEIR
RESPECTIVE PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE
“INDEMNIFIED PARTIES”)
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS’ FEES AND LEGAL EXPENSES WHETHER OR NOT SUIT IS
BROUGHT AND SETTLEMENT COSTS), AND DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE
INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF THE LOAN PAPERS OR
ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), TO
THE EXTENT THAT ANY OF THE INDEMNIFIED LIABILITIES RESULTS, DIRECTLY OR
INDIRECTLY, FROM ANY CLAIM MADE OR ACTION, SUIT, OR PROCEEDING COMMENCED BY OR
ON BEHALF OF ANY PERSON OTHER
THAN THE INDEMNIFIED PARTIES; PROVIDED, HOWEVER, THAT
ALTHOUGH EACH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE INDEMNIFIED FROM ITS
OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO BE
INDEMNIFIED HEREUNDER FOR ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL
MISCONDUCT.  THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION
SET FORTH IN THIS PARAGRAPH SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT FOR THE PERIOD OF TIME SET FORTH IN
ANY APPLICABLE STATUTE OF LIMITATIONS.

                 

                
                  [Remainder
of page left intentionally blank.  Signature pages
follow.]

                   

                  
                    
                      
                      

                      60

                    

                    
                      
                      

                    

                  

                  
                     

                     

                     

                    EXECUTED
as of the day and year first mentioned.

                     

                    
                      	 
      	
                              CENTURYTEL,
      INC.

                               

                            
	 
      	
                              By:
      /s/ R. Stewart Ewing,
    Jr.

                            
	 
      	
                                   Name:  R.Stewart
      Ewing, Jr.

                            
	 
      	
                                   Title:EVP
      and
CFO

                            


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A.

              
	 
      	
                as
      the Administrative Agent and a Lender

              
	 	 
	 	 
	 
      	
                By:
      /s/ Peter M. Ling

              
	 
      	
                     Name:
      Peter M. Ling

              
	 
      	
                     Title:
      Managing Director

              


      

    

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                WACHOVIA
      BANK, N.A.,

              
	 
      	
                as
      Syndication Agent and a Lender

              
	 	 
	 	 
	 
      	
                By:  /s/   Mark L.
  Cook

              
	 
      	
                     Name:
      Mark L. Cook

              
	 
      	
                     Title:   Director

              
	 
      	 
      


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                BANK
      OF AMERICA, N.A.,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

              
	 	 
	 	 
	 
      	
                By:  /s/   Stephen
      Phillips

              
	 
      	
                       Name:   Stephen
      Phillips

              
	 
      	
                       Title:   Vice
      President

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                BANK
      OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              
	 
      	
                     Name:  
      

              
	 
      	
                     Title:   
      

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                SUNTRUST
      BANK,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

              
	 	 
	 	 
	 
      	
                By:   /s/ Kip Hurd

              
	 
      	
                     Name:   Kip Hurd

              
	 
      	
                     Title:   Director

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                COBANK,
      ACB,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

                 

              
	 
      	
                By:   /s/ Thomas Meyer

              
	 
      	
                     Name:    Thomas Meyer

              
	 
      	
                     Title:   Vice
President

              


      

    

     

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                LEHMAN
      BROTHERS BANK, FSB,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

                 

              
	 
      	 
      
	 
      	
                By:   /s/ Gary Taylor

              
	 
      	
                     Name:Gary Taylor

              
	 
      	
                     Title:Senior Vice
  President

              


      

    

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                REGIONS
      BANK,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

                 

              
	 	 
	 
      	
                By:   /s/ C. Ted Gibson

              
	 
      	
                     Name:   C. Ted Gibson

              
	 
      	
                     Title:Commercial Relationship
    Mgr-Sr

              


      

    

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                WILLIAM
      STREET COMMITMENT CORPORATION,

              
	 
      	
                as
      a Co-Documentation Agent and a Lender

                 

              
	 	 
	 
      	
                By:   /s/ Mark Walton

              
	 
      	
                     Name:Mark
      Walton

              
	 
      	
                     Title:Assistant
      Vice President

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                BARCLAYS
      BANK PLC

                 

              
	 	 
	 
      	
                By:  
      /s/ Nicholas Bell

              
	 
      	
                     Name:Nicholas
      Bell

              
	 
      	
                     Title:Director

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                UNION
      BANK OF CALIFORNIA, N.A.

                 

              
	 
      	 
      
	 
      	
                By:   /s/  Matthew H.
  Fleming

              
	 
      	
                     Name:Matthew
      H. Fleming

              
	 
      	
                     Title:Vice
      President

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                CITIBANK,
      N.A.

                 

              
	 
      	 
      
	 
      	
                By:  
      /s/ John N. Judge

              
	 
      	
                     Name:John
      N. Judge

              
	 
      	
                     Title:VP

              


      

    

     

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

     

     

    
      
        	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION

                 

              
	 
      	 
      
	 
      	
                By:   /s/  Gregory D.
      Knudsen

              
	 
      	
                     Name:   Gregory
      D. Knudsen

              
	 
      	
                     Title:   Senior
      Vice President

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

     

    
      
        	 
      	
                FIFTH
      THIRD BANK

                 

              
	 	 
	 
      	
                By:   /s/ Sean Devillers

              
	 
      	
                     Name:   Sean
      Devillers

              
	 
      	
                     Title:   Officer

              


      

    

     

     

     

    
       

      
        
        

        
        

      

      
        
        

      

    

     

    
      
        	 
      	
                PROGRESSIVE
      BANK

                 

              
	 
      	 
      
	 
      	
                By:   /s/  Gary
  Perkins

              
	 
      	
                     Name:   Gary
      Perkins

              
	 
      	
                     Title:   Sr.
      Vice President