Exhibit 4.1


 


EXECUTION VERSION


AMENDED AND RESTATED
CREDIT AGREEMENT


among


EQUIFAX INC.

as a Borrower and as a Guarantor


EQUIFAX PLC

as a Designated Borrower


CERTAIN OTHER
SUBSIDIARIES OF EQUIFAX INC.

FROM TIME TO TIME PARTY HERETO

as Designated Borrowers


THE LENDERS FROM TIME TO
TIME PARTY HERETO


and


SUNTRUST BANK

as Administrative Agent


Dated as of July 24, 2006




 





BANC OF AMERICA
SECURITIES LLC

Joint Lead Arranger


SUNTRUST ROBINSON
HUMPHREY, 

a division of SUNTRUST CAPITAL MARKETS, INC.

Joint Lead Arranger


BANK OF AMERICA, N.A.

Syndication Agent


WACHOVIA BANK, NATIONAL
ASSOCIATION

Co-Documentation Agent


BANK OF NEW YORK

Co-Documentation Agent


and


ROYAL BANK OF SCOTLAND

Co-Documentation Agent
















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS, ETC

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  SECTION 1.2

  	
   

  	
  General

  	
   

  	
  23

  
	
  SECTION 1.3

  	
   

  	
  Other Definitions and Provisions

  	
   

  	
  23

  
	
  SECTION 1.4

  	
   

  	
  Currency Equivalents Generally

  	
   

  	
  24

  
	
  SECTION 1.5

  	
   

  	
  Special Provisions Relating to Currency

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CREDIT FACILITIES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
   

  	
  Amount and Terms of Credit

  	
   

  	
  24

  
	
  SECTION 2.2

  	
   

  	
  Procedure for Advances of Revolving Credit Loans

  	
   

  	
  25

  
	
  SECTION 2.3

  	
   

  	
  Repayment of Loans

  	
   

  	
  26

  
	
  SECTION 2.4

  	
   

  	
  Revolving Credit Notes; Evidence of Debt

  	
   

  	
  28

  
	
  SECTION 2.5

  	
   

  	
  Competitive Bid Loans and Procedure

  	
   

  	
  28

  
	
  SECTION 2.6

  	
   

  	
  Swingline Loans and Procedure

  	
   

  	
  32

  
	
  SECTION 2.7

  	
   

  	
  Commitment Reductions and Increases

  	
   

  	
  35

  
	
  SECTION 2.8

  	
   

  	
  Termination of Revolving Credit Facility

  	
   

  	
  35

  
	
  SECTION 2.9

  	
   

  	
  Utilization of Revolving Commitments in Offshore
  Currencies

  	
   

  	
  36

  
	
  SECTION 2.10

  	
   

  	
  Designated Borrowers

  	
   

  	
  37

  
	
  SECTION 2.11

  	
   

  	
  Limitation on Liability

  	
   

  	
  38

  
	
  SECTION 2.12

  	
   

  	
  Extension of Maturity Date

  	
   

  	
  38

  
	
  SECTION 2.13

  	
   

  	
  Increase in Commitments

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  LETTER OF CREDIT FACILITY

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
   

  	
  L/C Commitment

  	
   

  	
  41

  
	
  SECTION 3.2

  	
   

  	
  Procedure for Issuance of Letters of Credit

  	
   

  	
  42

  
	
  SECTION 3.3

  	
   

  	
  Fees and Other Charges

  	
   

  	
  43

  
	
  SECTION 3.4

  	
   

  	
  L/C Participations

  	
   

  	
  44

  
	
  SECTION 3.5

  	
   

  	
  Reimbursement Obligation of the Borrowers;
  Limitation on Liability

  	
   

  	
  45

  
	
  SECTION 3.6

  	
   

  	
  Obligations Absolute

  	
   

  	
  46

  
	
  SECTION 3.7

  	
   

  	
  Effect of L/C Application

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  GENERAL LOAN PROVISIONS

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
   

  	
  Interest

  	
   

  	
  47

  
	
  SECTION 4.2

  	
   

  	
  Conversion and Continuation of Revolving Credit
  Loans

  	
   

  	
  50

  
	
  SECTION 4.3

  	
   

  	
  Fees

  	
   

  	
  50

  
	
  SECTION 4.4

  	
   

  	
  Manner of Payment

  	
   

  	
  51

  
	
  SECTION 4.5

  	
   

  	
  Crediting of Payments and Proceeds

  	
   

  	
  52

  
	
  SECTION 4.6

  	
   

  	
  Adjustments

  	
   

  	
  52

  
	
  SECTION 4.7

  	
   

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

  	
   

  	
  52

  
	
  SECTION 4.8

  	
   

  	
  Changed Circumstances

  	
   

  	
  53

  
	
  SECTION 4.9

  	
   

  	
  Indemnity

  	
   

  	
  55

  
						



 



 i
 








 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.10

  	
   

  	
  Capital Requirements

  	
   

  	
  56

  
	
  SECTION 4.11

  	
   

  	
  Taxes

  	
   

  	
  56

  
	
  SECTION 4.12

  	
   

  	
  Mitigation of Obligations; Replacement of Lenders

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  CLOSING; CONDITIONS OF CLOSING AND BORROWING

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
   

  	
  Conditions to Closing

  	
   

  	
  60

  
	
  SECTION 5.2

  	
   

  	
  Conditions to All Extensions of Credit

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES

  	
   

  	
  63

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
   

  	
  Representations and Warranties

  	
   

  	
  63

  
	
  SECTION 6.2

  	
   

  	
  Survival of Representations and Warranties, Etc

  	
   

  	
  70

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  FINANCIAL INFORMATION AND NOTICES

  	
   

  	
  71

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
   

  	
  Financial Statements, Etc

  	
   

  	
  71

  
	
  SECTION 7.2

  	
   

  	
  Officer’s Compliance Certificate

  	
   

  	
  72

  
	
  SECTION 7.3

  	
   

  	
  Accountants’ Certificate

  	
   

  	
  72

  
	
  SECTION 7.4

  	
   

  	
  Other Reports

  	
   

  	
  73

  
	
  SECTION 7.5

  	
   

  	
  Notice of Litigation and Other Matters

  	
   

  	
  73

  
	
  SECTION 7.6

  	
   

  	
  Ratings Information

  	
   

  	
  74

  
	
  SECTION 7.7

  	
   

  	
  Accuracy of Information

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  AFFIRMATIVE COVENANTS

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
   

  	
  Preservation of Corporate Existence and Related
  Matters

  	
   

  	
  74

  
	
  SECTION 8.2

  	
   

  	
  Maintenance of Property

  	
   

  	
  75

  
	
  SECTION 8.3

  	
   

  	
  Insurance

  	
   

  	
  75

  
	
  SECTION 8.4

  	
   

  	
  Accounting Methods and Financial Records

  	
   

  	
  75

  
	
  SECTION 8.5

  	
   

  	
  Payment and Performance of Obligations

  	
   

  	
  75

  
	
  SECTION 8.6

  	
   

  	
  Compliance With Laws and Approvals

  	
   

  	
  76

  
	
  SECTION 8.7

  	
   

  	
  Environmental Laws

  	
   

  	
  76

  
	
  SECTION 8.8

  	
   

  	
  Compliance with ERISA

  	
   

  	
  76

  
	
  SECTION 8.9

  	
   

  	
  Conduct of Business

  	
   

  	
  77

  
	
  SECTION 8.10

  	
   

  	
  Visits and Inspections

  	
   

  	
  77

  
	
  SECTION 8.11

  	
   

  	
  Use of Proceeds

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  NEGATIVE COVENANTS

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
   

  	
  Maximum Leverage Ratio

  	
   

  	
  77

  
	
  SECTION 9.2

  	
   

  	
  Limitations on Liens

  	
   

  	
  77

  
	
  SECTION 9.3

  	
   

  	
  Limitations on Subsidiary Debt

  	
   

  	
  80

  
	
  SECTION 9.4

  	
   

  	
  Limitations on Mergers and Liquidation

  	
   

  	
  81

  
	
  SECTION 9.5

  	
   

  	
  Limitation on Asset Dispositions

  	
   

  	
  81

  
	
  SECTION 9.6

  	
   

  	
  Limitations on Acquisitions

  	
   

  	
  81

  
	
  SECTION 9.7

  	
   

  	
  Limitation on Restricted Investments

  	
   

  	
  82

  
	
  SECTION 9.8

  	
   

  	
  Limitation on Restricted Payments

  	
   

  	
  82

  
							



 



 ii
 








 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.9

  	
   

  	
  Limitation on
  Transactions with Affiliates

  	
   

  	
  82

  
	
  SECTION 9.10

  	
   

  	
  Limitation on Certain Accounting Changes

  	
   

  	
  82

  
	
  SECTION 9.11

  	
   

  	
  Limitation of Restricting Subsidiary Dividends and
  Distributions

  	
   

  	
  82

  
	
  SECTION 9.12

  	
   

  	
  Hedging Agreements

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  GUARANTY OF THE COMPANY

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
   

  	
  Guaranty of Payment

  	
   

  	
  83

  
	
  SECTION 10.2

  	
   

  	
  Obligations Unconditional; Waivers

  	
   

  	
  83

  
	
  SECTION 10.3

  	
   

  	
  Modifications

  	
   

  	
  84

  
	
  SECTION 10.4

  	
   

  	
  Additional Waiver of Rights

  	
   

  	
  85

  
	
  SECTION 10.5

  	
   

  	
  Reinstatement

  	
   

  	
  85

  
	
  SECTION 10.6

  	
   

  	
  Remedies

  	
   

  	
  85

  
	
  SECTION 10.7

  	
   

  	
  Limitation of Guaranty

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  DEFAULT AND REMEDIES

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
   

  	
  Events of Default

  	
   

  	
  86

  
	
  SECTION 11.2

  	
   

  	
  Remedies

  	
   

  	
  89

  
	
  SECTION 11.3

  	
   

  	
  Rights and Remedies Cumulative; Non-Waiver; etc

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  THE ADMINISTRATIVE AGENT

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.1

  	
   

  	
  Appointment of Administrative Agent

  	
   

  	
  90

  
	
  SECTION 12.2

  	
   

  	
  Nature of Duties of Administrative Agent

  	
   

  	
  91

  
	
  SECTION 12.3

  	
   

  	
  Lack of Reliance on the Administrative Agent

  	
   

  	
  91

  
	
  SECTION 12.4

  	
   

  	
  Certain Rights of the Administrative Agent

  	
   

  	
  92

  
	
  SECTION 12.5

  	
   

  	
  Reliance by Administrative Agent

  	
   

  	
  92

  
	
  SECTION 12.6

  	
   

  	
  The Administrative Agent in its Individual Capacity

  	
   

  	
  92

  
	
  SECTION 12.7

  	
   

  	
  Successor Administrative Agent

  	
   

  	
  93

  
	
  SECTION 12.8

  	
   

  	
  Additional Agencies; No Duties Imposed Upon
  Syndication Agents or Co-Documentation Agents

  	
   

  	
  93

  
	
  SECTION 12.9

  	
   

  	
  Indemnification

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  MISCELLANEOUS

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.1

  	
   

  	
  Notices

  	
   

  	
  94

  
	
  SECTION 13.2

  	
   

  	
  Expenses, Indemnity

  	
   

  	
  96

  
	
  SECTION 13.3

  	
   

  	
  Set-off

  	
   

  	
  97

  
	
  SECTION 13.4

  	
   

  	
  Governing Law

  	
   

  	
  98

  
	
  SECTION 13.5

  	
   

  	
  Consent to Jurisdiction

  	
   

  	
  98

  
	
  SECTION 13.6

  	
   

  	
  Waiver of Jury Trial: Limitation on Damages

  	
   

  	
  98

  
	
  SECTION 13.7

  	
   

  	
  Reversal of Payments

  	
   

  	
  99

  
	
  SECTION 13.8

  	
   

  	
  Accounting Matters

  	
   

  	
  99

  
	
  SECTION 13.9

  	
   

  	
  Successors and Assigns; Participations

  	
   

  	
  99

  
	
  SECTION 13.10

  	
   

  	
  Confidentiality

  	
   

  	
  103

  
	
  SECTION 13.11

  	
   

  	
  Amendments, Waivers and Consents

  	
   

  	
  104

  
						



 



 iii
 








 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13.12

  	
   

  	
  Performance of Duties

  	
   

  	
  105

  
	
  SECTION 13.13

  	
   

  	
  All Powers Coupled with Interest

  	
   

  	
  105

  
	
  SECTION 13.14

  	
   

  	
  Survival of Indemnities

  	
   

  	
  105

  
	
  SECTION 13.15

  	
   

  	
  Titles and Captions

  	
   

  	
  105

  
	
  SECTION 13.16

  	
   

  	
  Severability of Provisions

  	
   

  	
  105

  
	
  SECTION 13.17

  	
   

  	
  Counterparts

  	
   

  	
  105

  
	
  SECTION 13.18

  	
   

  	
  Term of Agreement

  	
   

  	
  106

  
	
  SECTION 13.19

  	
   

  	
  Inconsistencies with Other Documents; Independent
  Effect of Covenants

  	
   

  	
  106

  
	
  SECTION 13.20

  	
   

  	
  Judgment Currency

  	
   

  	
  106

  
	
  SECTION 13.21

  	
   

  	
  Several Obligations of the Borrowers

  	
   

  	
  107

  
	
  SECTION 13.22

  	
   

  	
  Subordination of Company’s Claims Against the
  Designated Borrowers

  	
   

  	
  107

  
	
  SECTION 13.23

  	
   

  	
  Patriot Act Notification

  	
   

  	
  107

  
	
  SECTION 13.24

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
   

  	
  107

  
	
  SECTION 13.25

  	
   

  	
  Effect of Amendment and Restatement of the Existing
  Credit Agreement

  	
   

  	
  108

  



 



 iv















SCHEDULES


	
  Schedule 1.1(a)

  	
   

  	
  -

  	
   

  	
  Commitments as of Closing Date; Existing Swingline
  Loans

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 4.1(f)

  	
   

  	
  -

  	
   

  	
  Mandatory Cost Formulae

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.1(b)

  	
   

  	
  -

  	
   

  	
  Subsidiaries of the Company as of Closing Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.1(h)

  	
   

  	
  -

  	
   

  	
  Environmental Matters

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 6.1(p)

  	
   

  	
  -

  	
   

  	
  Debt and Support Obligations of the Borrowers and

  
	
   

  	
   

  	
   

  	
   

  	
  any Subsidiary as of Closing Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 9.2

  	
   

  	
  -

  	
   

  	
  Liens as of Closing Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 13.1

  	
   

  	
  -

  	
   

  	
  Notice Addresses for Lenders

  



 


EXHIBITS


	
  Exhibit A-1

  	
   

  	
  -

  	
   

  	
  Form of Revolving Credit Note for Company

  
	
  Exhibit A-2

  	
   

  	
  -

  	
   

  	
  Form of Revolving Credit Note for Designated
  Borrowers

  
	
  Exhibit B-1

  	
   

  	
  -

  	
   

  	
  Form of Notice of Revolving Credit Borrowing

  
	
  Exhibit B-2

  	
   

  	
  -

  	
   

  	
  Form of Notice of Swingline Borrowing

  
	
  Exhibit C

  	
   

  	
  -

  	
   

  	
  Form of Notice of Account Designation

  
	
  Exhibit D

  	
   

  	
  -

  	
   

  	
  Form of Notice of Prepayment

  
	
  Exhibit E

  	
   

  	
  -

  	
   

  	
  Form of Borrower Joinder Agreement

  
	
  Exhibit F

  	
   

  	
  -

  	
   

  	
  Form of Notice of Conversion/Continuation

  
	
  Exhibit G

  	
   

  	
  -

  	
   

  	
  Form of Officer’s Compliance Certificate

  
	
  Exhibit H

  	
   

  	
  -

  	
   

  	
  Form of Assignment and Acceptance

  



 















 


AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
July 24, 2006, among EQUIFAX INC., a Georgia corporation (the “Company”),
EQUIFAX PLC, a public company limited by shares organized under the laws of
England and Wales (“Equifax Plc”), certain other Wholly-Owned
Subsidiaries of the Company from time to time party hereto (together with
Equifax Plc, each a “Designated Borrower,” and together with the Company
and Equifax Plc, the “Borrowers,” and each, a “Borrower”), the
Lenders from time to time party hereto and SUNTRUST BANK, as Administrative
Agent (all capitalized terms used herein and defined in Section 1.1 are
used herein as therein defined).


STATEMENT OF PURPOSE


WHEREAS, pursuant to the
Credit Agreement, dated as of August 20, 2004 (as amended, amended and
restated, supplemented or otherwise modified prior to the Closing Date, the “Existing
Credit Agreement”), among the Borrowers, certain lenders party thereto (the
“Existing Lenders”) and SunTrust Bank, as administrative agent
thereunder, the Existing Lenders committed to make extensions of credit to the
Borrowers on the terms and conditions set forth therein, including making
revolving loans (the “Existing Loans”) to the Borrowers; and


WHEREAS, the Borrowers
have requested that the Existing Credit Agreement be amended and restated in
its entirety to become effective and binding on the Borrowers pursuant to the
terms of this Agreement, and the Lenders (including certain of the Existing
Lenders) have agreed (subject to the terms of this Agreement) to amend and
restate the Existing Credit Agreement in its entirety to read as set forth in
this Agreement, and it has been agreed by the parties to the Existing Credit
Agreement that (a) the commitments which the Existing Lenders have agreed
to extend to the Borrowers under the Existing Credit Agreement shall be
extended or advanced upon the amended and restated terms and conditions
contained in this Agreement, and (b) the Existing Loans and other Obligations
(as defined in and) outstanding under the Existing Credit Agreement shall be
governed by and deemed to be outstanding under the amended and restated terms
and conditions contained in this Agreement, with the intent that the terms of
this Agreement shall supersede the terms of the Existing Credit Agreement (which
shall hereafter have no further effect upon the parties thereto, other than for
accrued fees and expenses, and indemnification provisions accrued and owing,
under the terms of the Existing Credit Agreement on or prior to the Closing
Date or arising (in the case of indemnification) under the terms of the
Existing Credit Agreement);


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, such parties hereby agree to amend and restate the Existing Credit
Agreement, and the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:


ARTICLE I


DEFINITIONS, ETC.


SECTION
1.1  Definitions.


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









 



 


“Additional Commitment Lender” shall have the
meaning assigned thereto in Section 2.12(d).


“Administrative Agent” means SunTrust Bank in
its capacity as Administrative Agent hereunder, and any successor thereto
appointed pursuant to Section 12.7.


“Administrative Agent’s Fee Letter” means that
certain letter agreement, dated as of June 28, 2006, among the Administrative
Agent, SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc.
and the Company, as amended, modified, supplemented or replaced from time to
time.


“Administrative Agent’s Office” means the
office of the Administrative Agent specified in or determined in accordance
with the provisions of Section 13.1(c).


“Affiliate” means, with respect to any Person,
any other Person which directly or indirectly through one or more
intermediaries (a) controls, or is controlled by, or is under common
control with, such first Person or any of its Subsidiaries or (b) owns or
holds ten percent (10%) or more of the Capital Stock in such first Person or
any of its Subsidiaries.  The term “control”
means the possession, directly or indirectly, of any power to direct or cause
the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.


“Agent Parties” shall have the meaning assigned
thereto in Section 13.1(c).


“Aggregate Revolving Credit Commitment” means
the aggregate Revolving Credit Commitment of all Lenders, as such amount may be
increased or reduced or modified at any time or from time to time pursuant to
the terms hereof.  The Aggregate
Revolving Credit Commitment on the Closing Date shall be Five Hundred Million
Dollars ($500,000,000).


“Aggregate Revolving Credit Commitment Percentage”
means, as to any Lender at any time, the ratio of (a) such Lender’s Revolving
Credit Commitment to (b) the Aggregate Revolving Credit Commitment of all of
the Lenders.


“Agreed Alternative Currency” shall have the
meaning assigned thereto in Section 2.9(e).


“Agreement” means this Amended and Restated
Credit Agreement, as the same may be further amended, amended and restated,
supplemented or otherwise modified from time to time.


“Agreement Currency” shall have the meaning
assigned thereto in Section 13.20.


“Applicable Currency” means, as to any
particular Revolving Credit Loan, Competitive Bid Loan, Letter of Credit or
payment, Dollars or the Offshore Currency in which such Loan, Letter of Credit
or payment is denominated or is payable.


“Applicable Foreign Obligor Documents” shall
have the meaning assigned thereto in Section 6.1(y).



 2
 






 



 


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


“Applicable Percentage” means, for purposes of
calculating (a) the interest rate applicable to Offshore Rate Loans for
purposes of Section 4.1(a); (b) the L/C Fee for purposes of Section 3.3(a);
or (c) the Facility Fee for purposes of Section 4.3(b), the rate set
forth below opposite the Applicable Rating then in effect:




	
  Pricing

  Level

  	
   

  	
  Applicable Rating

  	
   

  	
  Offshore Rate

  Loans and L/C Fee

  	
   

  	
  Facility Fee

  	
   

  
	
  I

  	
   

  	
   

  	
  >
  A/A2

  	
   

  	
  0.200%

  	
   

  	
  0.050%

  	
   

  
	
  II

  	
   

  	
   

  	
  >A-/A3

  	
   

  	
  0.240%

  	
   

  	
  0.060%

  	
   

  
	
  III

  	
   

  	
   

  	
  >BBB+/Baa1

  	
   

  	
  0.320%

  	
   

  	
  0.080%

  	
   

  
	
  IV

  	
   

  	
   

  	
  >BBB/Baa2

  	
   

  	
  0.400%

  	
   

  	
  0.100%

  	
   

  
	
  V

  	
   

  	
   

  	
  <BBB-/Baa3

  	
   

  	
  0.500%

  	
   

  	
  0.125%

  	
   

  






 


For purposes of the foregoing, (i) if the
Applicable Ratings established by Moody’s and S&P are different but
correspond to consecutive Pricing Levels, then the Pricing Level with the lower
number (i.e., corresponding to the better rating) shall apply (e.g., if Moody’s
and S&P’s Applicable Ratings correspond to Pricing Levels I and II,
respectively, then Pricing Level I will apply), (ii) if the Applicable
Ratings established by Moody’s and S&P are different and correspond to non-consecutive
Pricing Levels, then the Pricing Level with a number equal to the lower Pricing
Level number (i.e., corresponding to the better rating) plus one shall apply
(e.g., if Moody’s and S&P’s Applicable Ratings correspond to Pricing Levels
I and IV, respectively, then Pricing Level II will apply), (iii) if only
one Applicable Rating is available as a result of either S&P or Moody’s failure
to continue to rate any issuer’s senior, unsecured, long-term, non-credit
enhanced debt for borrowed money, then the Pricing Level shall be based on such
Applicable Rating that remains available (e.g., if Moody’s Applicable Rating
corresponds to Pricing Level I and S&P is no longer in the business of
rating any issuer’s senior, unsecured, long-term, non-credit enhanced debt for
borrowed money, then Pricing Level I will apply), (iv) if S&P or Moody’s withdraws its Applicable
Rating and the remaining Applicable Rating is below BBB+/Baa1, as applicable,
then such remaining Applicable Rating shall apply for sixty (60) days from the
date of such withdraw by either S&P or Moody’s of its Applicable Rating and
thereafter Pricing Level V shall apply until the earlier of (A) such time as
S&P and/or Moody’s provides



 3
 






 



another Applicable Rating or (B)
the Required Lenders have agreed to an alternative pricing grid or other method
for determining Pricing Levels pursuant to an effective amendment to this
Agreement, (v) if S&P or Moody’s
withdraws its Applicable Rating and the remaining Applicable Rating is
BBB+/Baa1 or above, as applicable, then the Pricing Level shall correspond to
the remaining Applicable Rating, and (vi) if both S&P and Moody’s withdraw their Applicable Ratings, then
Pricing Level V shall apply until the earlier of (A) such time as S&P
and/or Moody’s provides another Applicable Rating or (B) the Required Lenders
have agreed to an alternative pricing grid or other method for determining
Pricing Levels pursuant to an effective amendment to this Agreement.


The Applicable Percentage shall be determined and
adjusted as of the date on which any change in an Applicable Rating is
announced by the relevant rating agency (each such adjustment date, a “Rate
Determination Date”).


Each Applicable Percentage shall be effective from a
Rate Determination Date until the next such Rate Determination Date.  The Administrative Agent shall determine the
appropriate Applicable Percentages in the pricing matrix promptly upon notice
of a ratings change by the Company as required pursuant to Section 7.6
and shall promptly notify the Company and the Lenders of any change
thereof.  Such determinations by the
Administrative Agent shall be conclusive absent manifest error.  Adjustments in the Applicable Percentages
shall be effective as to existing Extensions of Credit as well as any new
Extension of Credit made thereafter.  The
Applicable Percentage from the Closing Date shall be based on Pricing Level II,
subject to adjustment as provided herein.


“Applicable Rating” means as to each of Moody’s
and S&P, its rating of the Company’s senior, unsecured, long-term,
non-credit enhanced debt for borrowed money.


“Applicant Borrower” shall have the meaning
assigned thereto in Section 2.10(a).


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


“Arrangers” means Banc of America Securities
LLC and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets,
Inc., in their capacities as Joint Lead Arrangers for the Credit Facility.


“Asset Disposition” means the disposition of
any or all of the assets (including without limitation the disposition of accounts
and notes receivable, the sale of the Capital Stock of a Subsidiary to a Person
other than the Company or a Subsidiary of the Company and any Equity Issuance
of Capital Stock of a Subsidiary to a Person other than the Company or a
Subsidiary of the Company) of the Company or any of its Subsidiaries whether by
sale, lease, transfer or otherwise.  The
term “Asset Disposition” shall not include (i) the sale of inventory or
Cash Equivalents in the ordinary course of business, (ii) the sale or
disposition of fixed assets no longer used or useful in the conduct of such
Person’s business, (iii) any Equity Issuance of Capital Stock of the
Company, (iv) transfers of assets to the Company or from a Subsidiary of the
Company to a Wholly-Owned Subsidiary of the Company, (v) transfers of assets
required in connection with any Permitted Securitization Transaction or (vi)
transfers of assets which individually account for less than $1,000,000 of the
Consolidated Operating Profit for the immediately preceding Fiscal Year.


“Assignment and Acceptance” shall have the
meaning assigned thereto in Section 13.9(b)(iii).



 4
 






 



 


“Bankruptcy Event” means any of the events set
forth in Section 11.1(i) or (j) or any of those events which with
the passage of time, the giving of notice or any other condition would
constitute such an event, in respect of any of the Borrowers or any of their
Subsidiaries.


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


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


“Benefited Lender” shall have the meaning
assigned thereto in Section 4.6.


“Borrower Joinder Agreement” means a Borrower
Joinder Agreement executed by an Applicant Borrower, the Company and the
Administrative Agent in substantially the form of Exhibit E, as amended,
amended and restated, supplemented or otherwise modified from time to time.


“Borrower Materials” shall have the meaning
assigned thereto in Section 7.1(c).


“Borrowers” and “Borrower” shall have
the meanings assigned thereto in the preamble.


“Business Day” shall mean any day other than a
Saturday or Sunday on which banks are not authorized or required to close in
Atlanta, Georgia or New York, New York and, if the applicable Business Day
relates to the advance or continuation of, conversion into, or payment on an
Offshore Rate Loan or a Competitive Bid Loan (i) in a currency other than
euros, on which banks are dealing in Dollar or any Offshore Currency (other
than euros) deposits, as applicable, in the applicable interbank eurocurrency
market in London, England, and in the country of issue of the currency of such
Offshore Rate Loan or a Competitive Bid Loan, and (ii) in euros, on which
TARGET is open for the settlement of payments in euros.


“Capital Lease” means, with respect to any
Person, any lease of any property that should, in accordance with GAAP, be
classified and accounted for as a capital lease on a Consolidated balance sheet
of such Person and its Consolidated Subsidiaries.


“Capital Stock” means (i) in the case of a
corporation, capital stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, (iii) in the case of a
partnership, partnership interests (whether general or limited), (iv) in
the case of a limited liability company, membership interests and (v) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.


“Cash Equivalent” means (a) securities issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America
is pledged in support thereof) having maturities of not more than twelve months
from the date of acquisition, (b) U.S. dollar denominated time and demand
deposits and certificates of deposit of (i) any Lender, (ii) any
domestic commercial bank



 5
 






 



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 with a bank or trust company (including any of the Lenders) or
securities dealer having capital and surplus in excess of $500,000,000 for
direct obligations issued by or fully guaranteed by the United States of
America in which the Borrower 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 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).


“Change in Control” shall have the meaning
assigned thereto in Section 11.1(h).


“Closing Date” means the date of this Agreement
or such later Business Day upon which each condition described in Section
5.1 shall be satisfied or waived in all respects.


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


“Company” shall have the meaning assigned
thereto in the preamble.


“Compensation Period” shall have the meaning
assigned thereto in Section 4.7(b)(ii).


“Competitive Bid” means an offer by a Lender to
make a Competitive Bid Loan in accordance with Section 2.5.


“Competitive Bid Loans” means any Loan made pursuant
to Section 2.5 and all such Loans collectively as the context requires.


“Competitive Bid Rate” means the rate of
interest per annum expressed in multiples of l/100th of
one percent offered with respect to any Competitive Bid Loan offered by the
Lender making such Competitive Bid.


“Competitive Bid Request” means a request by
the Company, on behalf of a Borrower, for Competitive Bids in accordance with Section
2.5.


“Confidential Information” means all
confidential information received from the Borrowers or any of their respective
Subsidiaries relating to the Borrowers or any such Subsidiaries or their
respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis prior to disclosure
by any such Borrower or any such Subsidiary.



 6
 






 



 


“Consolidated” means, when used with reference
to financial statements or financial statement items of a Person and its
Subsidiaries, such statements or items on a consolidated basis in accordance
with applicable principles of consolidation under GAAP.


“Consolidated EBITDA” means, for any period, as
applied to the Company and its Consolidated Subsidiaries without duplication,
the sum of the amounts for such period of: (a) Consolidated Net Income,
plus (b) an amount which, in the determination of Consolidated Net Income has
been deducted for (i) Consolidated Interest Expense, (ii) all federal
and state income tax expense, (iii) depreciation and amortization expense,
and (iv) all other non-cash charges, all of the foregoing as determined and
computed on a Consolidated basis in accordance with GAAP; provided that
for purposes of calculating Consolidated EBITDA of the Company for any period
of four consecutive fiscal quarters (each, a “Reference Period”) pursuant
to any determination of the Leverage Ratio, (x) the Consolidated EBITDA of (or
attributable to) (A) any other Person, (B) all or substantially all of the
business or assets of any other Person or (C) operating division or business
unit of any other Person, acquired by, or merged into or consolidated with, the
Company or one of its Consolidated Subsidiaries during such Reference Period,
in each case under this clause (x), shall be included on a pro
forma basis for such Reference Period as if such acquisition, merger or
consolidation in connection therewith occurred on the first day of such
Reference Period and (y) the Consolidated EBITDA of (or attributable to) (A)
any Consolidated Subsidiary whose Capital Stock is sold or otherwise
transferred to any Person other than to the Company or to a Consolidated
Subsidiary of the Company during such Reference Period such that as a result of
such sale or transfer such Consolidated Subsidiary ceases to be a Subsidiary of
the Company, (B) assets (whether all or substantially all) of the Company or
any Consolidated Subsidiary sold, leased or otherwise transferred to any Person
other than to the Company or to a Subsidiary of the Company during such
Reference Period or (C) an operating division or business unit of the Company
or any Consolidated Subsidiary sold, leased or otherwise transferred to any
Person other than to the Company or to a Consolidated Subsidiary of the Company
during such Reference Period, in each case under this clause (y),
shall be excluded on a pro forma basis for such Reference Period as if the
consummation of such sale, lease or other transfer occurred on the first day of
such Reference Period so long as the Consolidated EBITDA of (or attributable
to) such Capital Stock, asset, operating division or business unit sold or
otherwise transferred, exceeds 5% of Consolidated Operating Profit for the
immediately preceding Fiscal Year.


“Consolidated Funded Debt” means, as of any
date, without duplication, all Debt of the
Company and its Consolidated Subsidiaries of the type referred to in clauses
(a), (b), (f), (g), (h), (i), (j)
(but in the case of clause (j), only to the extent of any drawn
amount of such letters of credit) and (l) and (m) of the definition of “Debt”
set forth in this Section 1.1, all of the foregoing as determined and
computed on a Consolidated basis in accordance with GAAP.  Any Debt described in clauses (l) and (m)
of the definition of Debt shall be included in the calculation of Consolidated
Funded Debt even if the applicable Subsidiary (including any Permitted
Securitization Subsidiary) is not consolidated under GAAP.


“Consolidated Interest Expense” means, for any
period, as applied to the Company and its Consolidated Subsidiaries, for any
period determined on a consolidated basis in accordance with GAAP, the sum of
(i) total interest expense, including without limitation the interest
component of any payments in respect of capital leases capitalized or expensed
during such



 7
 






 



period (whether or not actually paid during such period) plus (ii) the
net amount payable (or minus the net
amount receivable) under Hedging Agreements during such period (whether or not
actually paid or received during such period), in each case as determined and
computed on a Consolidated basis in accordance with GAAP.


“Consolidated Net Income” means, for any
period, the net income, after taxes, of the Company and its Consolidated
Subsidiaries for such period as determined and computed on a Consolidated basis
in accordance with GAAP.


“Consolidated Net Tangible Assets” means, as of
any date, Consolidated Total Assets, less the sum of the value, as set forth or
reflected in the most recent Consolidated balance sheet of the Company and its
Consolidated Subsidiaries, prepared in accordance with GAAP of:


(i)            All assets which would be treated as
intangible assets for balance sheet presentation purposes under GAAP, excluding
“Purchased Data Files,” but including, without limitation, goodwill (as
determined by the Company in a manner consistent with its past accounting
practices and in accordance with GAAP), trademarks, tradenames, copyrights,
patents and technologies, and unamortized debt discount and expense;


(ii)           To the extent not included in
(i) of this definition, any amount at which shares of Capital Stock of the
Company appear as an asset on the balance sheet of its Consolidated
Subsidiaries; and


(iii)          To the extent not included in
(i) of this definition, deferred expenses.


“Consolidated Operating Profit” means, for any
period, the Operating Profit of the Company and its Consolidated Subsidiaries,
all of the foregoing as determined and computed on a Consolidated basis in
accordance with GAAP.


“Consolidated Subsidiary” means, at any date,
any Subsidiary or other entity the accounts of which, in accordance with GAAP,
are Consolidated with those of the Company in its Consolidated financial
statements as of such date.


“Consolidated Total Assets” means, as of any
date, the assets and properties of the Company and its Consolidated
Subsidiaries, as determined and computed on a Consolidated basis in accordance
with GAAP.


“Credit Facility” means the collective
reference to Revolving Credit Facility and the L/C Facility or any one of them,
as the context requires.


“CSC” means Computer Sciences Corporation, a
Nevada corporation.


“CSC Agreement” means the Agreement for
Computerized Credit Reporting Services and Options to Purchase and Sell Assets,
dated as of the 1st day of August, 1988, among EIS, the Company, CSC and
certain other parties, as the same may be amended, amended and restated,
supplemented or otherwise modified from time to time.



 8
 






 



 


“CSC Put” means the right of certain
subsidiaries of CSC under the CSC Agreement to require EIS to purchase their
credit reporting businesses within 180 days after notice.


“Debt” of any Person means at any date, without
duplication: (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or
retentions of title under agreements with suppliers entered into in the
ordinary course of business), (d) all obligations of such Person (i) issued
or assumed as the deferred purchase price of Property or services purchased by
such Person (other than trade debt incurred in the ordinary course of business
on terms customary in the trade) which would appear as liabilities on a balance
sheet of such Person or (ii) arising out of the CSC Put after the receipt
by the Company or any of its Subsidiaries of notice from CSC or any of its
Subsidiaries regarding the intent to exercise the CSC Put, (e) all obligations
of such Person under take or pay or similar arrangements or under commodities
agreements, (f) all Debt of others secured by (or for which the holder of such
Debt has an existing right, contingent or otherwise, to be secured by) any Lien
on, or payable out of the proceeds of production from, property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed, provided that for purposes hereof the amount of such Debt
shall be limited to the greater of (i) the amount of such Debt as to which
there is recourse to such Person and (ii) the fair market value of the
property which is subject to the Lien, (g) all Support Obligations of such
Person with respect to a Debt of another Person, (h) the principal portion of
all obligations of such Person under Capital Leases, (i) all net
obligations of such Person in respect of Hedging Agreements, (j) the maximum
amount of all standby letters of credit issued or bankers’ acceptances
facilities created for the account of such Person and, without duplication, all
drafts drawn thereunder (to the extent unreimbursed or not cash
collateralized), (k) all preferred stock issued by such Person and required by
the terms thereof to be redeemed, or for which mandatory sinking fund payments
are due, by a fixed date, (l) the outstanding attributed principal amount under
any asset securitization program of such Person (including without limitation
any notes or accounts receivable financing program) and (m) the principal
balance outstanding under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product to which
such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in
accordance with GAAP.  The Debt of any
Person shall include the Debt of any partnership or joint venture in which such
Person is a general partner or a joint venturer, but only to the extent to
which there is recourse to the assets (other than the ownership interest in
such partnership or joint venture) of such Person for payment of such Debt.


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


“Defaulting Lender” shall mean any Lender with
respect to which a Lender Default is in effect.


“Designated Borrower” means any Applicant
Borrower that becomes a Borrower under this Agreement in accordance with the
provisions of Section 2.10.


“Designating Lender” has the meaning set forth
in Section 13.9(i).



 9
 






 



 


“Determination Date” shall have the meaning
assigned thereto in Section 2.9(a).


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


“Dollar Equivalent” means, at any time, (a) as
to any amount denominated in Dollars, the amount thereof at such time, and (b)
as to any amount denominated in an Offshore Currency, the equivalent amount in
Dollars as determined by the Administrative Agent at such time on the basis of
the Spot Rate for the purchase of Dollars with such Offshore Currency on the
most recent Determination Date provided for in Section 2.9(a).


“EIS” means Equifax Information Services, LLC,
formerly known as Equifax Credit Information Services, Inc.


“Eligible Assignee” means (a) a Lender;
(b) an Affiliate of a Lender or any fund that invests in bank loans and is
managed by an investment advisor to a Lender; and (c) any other Person
approved by the Administrative Agent and, unless a Default or Event of Default
has occurred and is continuing at the time any assignment is effected in
accordance with Section 13.9, the Company (such approval not to be
unreasonably withheld or delayed by the Company and such approval to be deemed
given by the Company if no objection is received by the assigning Lender and
the Administrative Agent from the Company within five (5) Business Days
after notice of such proposed assignment has been provided by the assigning
Lender to the Company); provided, however, that neither a
Borrower nor an Affiliate of a Borrower shall qualify as an Eligible Assignee.


“Employee Benefit Plan” means any employee
benefit plan within the meaning of Section 3(3) of ERISA which (a) is
maintained for employees of a Borrower or any ERISA Affiliate or (b) has at any
time within the preceding six years been maintained for the employees of a
Borrower or any current or former ERISA Affiliate.


“EMU Legislation” means legislative measures of
the European Council (including without limitation European Council
regulations) for the introduction of, changeover to, or operation of, the euro.


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


“Environmental Permits” shall have the meaning
assigned thereto in Section 6.1(h).


“Equity Issuance” means any issuance by the
Company or any of its Subsidiaries to any Person other than the Company or any
of its Subsidiaries of (a) shares of its Capital Stock, (b) any
shares of its Capital Stock pursuant to the exercise of options or warrants or
(c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to equity.



 10
 






 



 


“Equifax Plc” shall have the meaning assigned
thereto in the preamble.


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


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


“euro” means the single currency of Participating
Member States of the European Community.


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


“European Community” means those European
countries that are signatories to the Treaty on European Union.


“Event of Default” means any of the events
specified in Section 11.1, provided that any requirement for passage of
time, giving of notice, or any other condition, has been satisfied.


“Existing Credit Agreement” shall have the
meaning assigned thereto in the recitals.


“Existing Lenders” shall have the meaning
assigned thereto in the recitals.


“Existing Maturity Date” shall have the meaning
assigned thereto in Section 2.12(a).


“Existing Swingline Loans” means each of the
swingline loans set forth in Schedule 1.1(a).


“Extension Effective Date” shall have the
meaning assigned thereto in Section 2.12(a).


“Extension Notice” shall have the meaning
assigned thereto in Section 2.12(a).


“Extensions of Credit” means, as to any Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount
of all Revolving Credit Loans made by such Lender then outstanding, (b) such
Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then
outstanding, (c) the aggregate principal amount of all Competitive Bid Loans
made by such Lender then outstanding and (d) such Lender’s Revolving Credit
Commitment Percentage of all Swingline Loans then outstanding.  “Extension of Credit” means, as to any
Lender (a) any component of such Lender’s Extensions of Credit or (b) the
making of, or participation in, a



 11
 






 



Loan by such Lender or
the issuance or extension of, or participation in, a Letter of Credit by such
Lender, as the context may require.


“Facility Fee” shall have the meaning assigned
thereto in Section 4.3(a).


“FDIC” means the Federal Deposit Insurance
Corporation, or any successor thereto.


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


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


“Foreign Currency Sublimit” shall mean
$200,000,000, as such amount may be reduced from time to time pursuant to the
terms of this Agreement.


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


“Foreign
Obligor” means a Borrower that is a Foreign Subsidiary.


“Foreign Pension Plan” shall mean any plan,
fund (including, without limitation, any superannuation fund) or other similar
program established or maintained outside the United States of America by a
Borrower or any one or more of its Subsidiaries primarily for the benefit of
employees of such Borrower or such Subsidiaries residing outside the United
States of America, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which
plan is not subject to ERISA or the Code.


“Foreign Subsidiary” means each Subsidiary of
the Company that is not incorporated under the laws of the United States or any
State or territory thereof.


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


“GAAP” means generally accepted accounting
principles, as recognized by the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board, consistently applied
and maintained on a consistent basis throughout the period indicated.



 12
 






 



 


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


“Governmental Authority” means any nation,
province, state or political subdivision thereof, and any government or any
Person exercising executive, legislative, regulatory or administrative
functions of or pertaining to government, and any corporation or other entity
owned or controlled, through stock or capital ownership or otherwise, by any of
the foregoing.


“Guaranteed Obligations” means, without
duplication, all of the Obligations of the Designated Borrowers to the Lenders
and the Administrative Agent, whenever arising, under this Agreement, the
Borrower Joinder Agreements, any L/C Applications, the Notes and any other Loan
Documents (including, but not limited to, obligations with respect to
principal, interest and fees and obligations of any Designated Borrower under Section
13.2 hereof).


“Hazardous Materials” means any substances or
materials (a) which are or become regulated or defined as hazardous wastes,
hazardous substances, pollutants, contaminants, chemical substances or mixtures
or toxic substances under any Environmental Law, (b) which are toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise harmful to human health or the environment and are or
become regulated by any Governmental Authority, (c) the presence of which
require investigation or remediation under any Environmental Law, (d) the
discharge or emission or release of which requires a permit or license under
any Applicable Law or other Governmental Approval, or (e) which contain,
without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam
insulation, petroleum hydrocarbons, petroleum derived substances or waste,
crude oil, nuclear fuel, natural gas or synthetic gas.


“Hedging Agreement” means any agreement with
respect to an interest rate swap, collar, cap, floor or forward rate agreement,
foreign currency agreement or other agreement regarding the hedging of interest
rate risk exposure executed in connection with hedging the interest rate
exposure of any Person, and any confirming letter executed pursuant to such
hedging agreement, all as amended, amended and restated, supplemented or
otherwise modified from time to time.


“ICC” shall have the meaning assigned to such
term in Section 3.1.


“Increase Effective Date” shall have the
meaning assigned thereto in Section 2.13(d).


“Information” shall have the meaning assigned
thereto in Section 5.1(g)(2).


“Interest Period” shall have the meaning
assigned thereto in Section 4.1(b).


“Investment” in any Person means (a) the
acquisition (whether for cash, property, services, assumption of Debt,
securities or otherwise) of shares of Capital Stock, bonds, notes, debentures,
partnership, joint ventures or other ownership interests or securities issued
by such Person, (b) any deposit with, or advance, loan or other extension of
credit to, such Person (other than those made in connection with the purchase
of equipment or other assets in the ordinary course of business) or (c) any
other capital contribution to or investment in such Person including, without
limitation, any Support Obligation (including any support for a letter of
credit issued on behalf of such person) incurred for the benefit of such
Person.



 13
 






 



 


“ISP” shall have the meaning assigned thereto
in Section 3.1.


“Issuing Lender” means with respect to any
Letter of Credit, SunTrust Bank in its capacity as issuer of such Letter of
Credit and any successor Issuing Lender appointed pursuant to Section
13.9(h) upon the resignation of SunTrust Bank.


“Judgment Currency” shall have the meaning
assigned thereto in Section 13.20.


“L/C Application” means an application, in the
form specified by any Issuing Lender from time to time, requesting such Issuing
Lender to issue a Letter of Credit.


“L/C Commitment” means Fifty Million Dollars
($50,000,000).


“L/C Facility” means the letter of credit
facility established pursuant to Article III hereof.


“L/C Fee” shall have the meaning assigned
thereto in Section 3.3(a).


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


“L/C Participants” means the collective
reference to all the Lenders having a Revolving Credit Commitment other than
the applicable Issuing Lender.


“Lender” means each Person executing this
Agreement as a Lender as set forth on the signature pages hereto and each
Person that hereafter becomes a party to this Agreement as a Lender pursuant to
Section 13.9(b), other than any party hereto that ceases to be a party
hereto pursuant to any Assignment and Acceptance.


“Lender Default” means (a) the refusal (which
has not been retracted) or the failure of a Lender to make available its
portion of any Mandatory Borrowing or (b) a Lender having notified in writing
the Company and/or the Administrative Agent that such Lender does not intend to
comply with its obligations under Section 2.6(b), in the case of either clause (a)
or (b) as a result of any takeover or control of such Lender by any
Governmental Authority.


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


“Letter of Credit” means any standby or
commercial letter of credit issued hereunder.


“Leverage Ratio” means, as of the last day of
any fiscal quarter, the ratio of (a) Consolidated Funded Debt on such day
to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal
quarters ending as of such day.


“LIBOR” means for any Offshore Rate Loan for
any Interest Period, the rate
per annum quoted at or about 11:00 a.m. (London, England time) two
business days before the



 14
 






 



commencement of such
Interest Period on that page of the Reuters, Telerate or Bloombergs reporting
service (as then being used by the Administrative Agent to obtain such interest
rate quotes) that displays British Bankers’ Association interest settlement
rates for deposits in the applicable currency of such eurocurrency borrowing,
or if such page or such service shall cease to be available, such other page or
other service (as the case may be) for the purpose of displaying British
Bankers’ Association interest settlement rates as reasonably determined by the
Administrative Agent upon advising the Company as to the use of any such
service.  If for any reason any such
interest settlement rate for such Interest Period is not available to the
Administrative Agent through any such interest rate reporting service, then “LIBOR”
with respect to such borrowing will be the rate at which the Administrative
Agent is offered deposits for such applicable currency in the Dollar Equivalent
of $1,000,000 for a period approximately equal to such Interest Period in the
London interbank market at 10:00 a.m. two Business Days before the commencement
of such Interest Period.


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


“Loan Documents” means, collectively, this
Agreement, the Notes, the Administrative Agent’s Fee Letter, the L/C
Applications, any Borrower Joinder Agreement and each other document,
instrument and agreement executed and delivered by any Borrower, its
Subsidiaries in connection with this Agreement or otherwise contemplated
hereby, all as may be amended, amended and restated, supplemented or otherwise
modified from time to time.


“Loans” means the collective reference to the
Revolving Credit Loans, the Competitive Bid Loans and the Swingline Loans; “Loan”
means any one of such Loans.


“Mandatory Borrowing” shall have the meaning
assigned thereto in Section 2.6(b).


“Mandatory Cost” means the percentage rate per
annum calculated by the Administrative Agent in accordance with Schedule
4.1(f).


“Material Adverse Effect” means any of (a) a
material adverse effect on the business, assets, liabilities (actual or
contingent), operations, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole, (b) a material adverse effect on
the ability of any Borrower to perform its obligations under the Loan
Documents, in each case to which it is a party, or (c) a material adverse
effect on the rights or remedies of the Lenders or the Administrative Agent
hereunder or under any other Loan Document.


“Material Subsidiary” shall mean at any time
any direct or indirect Subsidiary of the Company having: (a) assets in an
amount equal to at least 5% of the total assets of the Company and its
Subsidiaries determined on a consolidated basis as of the last day of the most
recent fiscal quarter of the Company at such time; or (b) revenues or net
income in an amount equal to at least 5% of the total revenues or net income of
the Company and its Subsidiaries on a consolidated



 15
 






 



basis for the 12-month
period ending on the last day of the most recent fiscal quarter of the Company
at such time.


“Maturity Date” means the later of (a) July 24,
2011 and (b) if maturity is extended pursuant to Section 2.12, such
extended maturity date as determined pursuant to such Section; provided,
however, that, in each case, if such date is not a Business Day, the
Maturity Date shall be the next preceding Business Day.


“Moody’s” means Moody’s Investors Service, Inc.
or any successor or assignee in the business of rating securities.


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


“Non-Extending Lender” shall have the meaning
given thereto in Section 2.12(b).


“Notes” means the collective reference to the
Revolving Credit Notes; “Note” means any one of such Notes.


“Notice Date” shall have the meaning given
thereto in Section 2.12(b).


“Notice of Account Designation” shall have the
meaning assigned thereto in Section 2.2(b).


“Notice of Conversion/Continuation” shall have
the meaning assigned thereto in Section 4.2.


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


“Notice of Revolving Credit Borrowing” shall
have the meaning assigned thereto in Section 2.2(a).


“Notice of Swingline Borrowing” shall have the
meaning assigned thereto in Section 2.6(d).


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


“Officer’s Compliance Certificate” shall have
the meaning assigned thereto in Section 7.2.



 16
 






 



 


“Offshore Currency” means euro, Australian
Dollars, Canadian Dollars, Singapore Dollars, Swedish Kroner, Danish Kroner,
Norwegian Kroner, Japanese Yen, New Zealand Dollars, Sterling, Swiss Franc and
any Agreed Alternative Currency determined in accordance with Section 2.9(e).


“Offshore Currency Loan” means any Offshore
Rate Loan or Competitive Bid Loan denominated in an Offshore Currency.


“Offshore Rate” means, for any Interest Period,
with respect to an Offshore Rate Loan, the rate of interest per annum (rounded
upward to the next 1/100th of 1%) determined by the Administrative Agent
as follows:


	
  Offshore Rate =

  	
  LIBOR

  	
   

  
	
   

  	
  1.00 - Eurodollar Reserve Percentage

  	
   

  



 


The Offshore Rate shall be adjusted automatically as
to all Offshore Rate Loans then outstanding as of the effective date of any
change in the Eurodollar Reserve Percentage.


“Offshore Rate Loan” means a Revolving Credit
Loan or a Swingline Loan bearing interest at a rate based upon the Offshore
Rate as provided in Section 4.1(a) and, if a Revolving Credit Loan, may
be an Offshore Currency Loan or a Revolving Credit Loan denominated in Dollars.


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


“Operating Profit” means, as applied to any
Person for any period, the operating revenue of such Person for such period,
less (i) its costs of services for such period and (ii) its selling,
general and administrative costs for such period but excluding therefrom all
extraordinary gains or losses, all as determined and computed in accordance
with GAAP.


“Other Taxes” shall have the meaning assigned
thereto in Section 4.11(b).


“Participant” shall have the meaning assigned
thereto in Section 13.9(d).


“Participating Member State” means each country
so described in any EMU Legislation.


“Patriot Act” shall have the meaning assigned
thereto in Section 6.1(x).


“PBGC” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA or any successor agency.


“Pension Plan” means any Employee Benefit Plan,
other than a Multiemployer Plan, which is subject to the provisions of Title IV
of ERISA or Section 412 of the Code and is maintained for the employees of a
Borrower or any of its ERISA Affiliates.



 17
 






 



 


“Permitted Securitization Subsidiary” shall
mean any Subsidiary of the Company that (i) is directly or indirectly
wholly-owned by the Company, (ii) is formed and operated solely for
purposes of a Permitted Securitization Transaction provided that such Permitted
Securitization Subsidiary may invest up to $3,500,000 in publicly traded stock
of one or more Persons, and (iii) has organizational documents which limit
the permitted activities of such Permitted Securitization Subsidiary to the
acquisition of accounts receivable and related rights from the Company or one
or more of its Consolidated Subsidiaries or another Permitted Securitization
Subsidiary, the securitization or other financing of such accounts receivable
and related rights and activities necessary or incidental to the foregoing.


“Permitted Securitization Transaction” shall
mean the transfer by the Company or one or more of its Consolidated
Subsidiaries of receivables and rights related thereto to one or more Permitted
Securitization Subsidiaries and the related financing of such receivables and
rights related thereto; provided that the aggregate total amount of all Debt
outstanding to third parties under all Permitted Securitization Transactions
shall not exceed $250,000,000 in the aggregate outstanding at any time.


“Person” means an individual, corporation,
limited liability company, partnership, association, trust, business trust,
joint venture, joint stock company, pool, syndicate, sole proprietorship,
unincorporated organization, Governmental Authority or any other form of entity
or group thereof.


“Platform” shall have the meaning assigned
thereto in Section 7.1(c).


“Pricing Level” means the level on the table of
Applicable Percentages corresponding to the Applicable Rating of the Company
then in effect.


“Prime Rate” shall mean the rate which SunTrust
announces from time to time as its prime lending rate, as in effect from time
to time (any changes in such rate to be effective as of the date of any change
in such rate).  The SunTrust prime
lending rate is a reference rate and does not necessarily represent the lowest
or best rate actually charged to any customer. 
SunTrust may make commercial loans or other loans at rates of interest
at, above, or below the SunTrust prime lending rate.


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


“Public Lender” shall have the meaning assigned
thereto in Section 7.1(c).


“Real Property” of any Person shall mean all
the right, title and interest of such Person in and to land, improvements and
fixtures, including leaseholds.


“Register” shall have the meaning assigned
thereto in Section 13.9(c).


“Reimbursement Obligation” means the obligation
of a Borrower to reimburse each Issuing Lender pursuant to Section 3.5
for amounts drawn under Letters of Credit issued at the request of the Company,
on behalf of such Borrower.



 18
 






 



 


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


“Reportable Event” shall mean an event
described in Section 4043(c) of ERISA with
respect to a Pension Plan that is subject to Title IV of ERISA other than those
events as to which the 30-day notice period is waived under subsection .22,
..23, .27 or .28 of PBGC Regulation Section 4043.


“Required Lenders” means, at any date, any
combination of Lenders whose Revolving Credit Commitment Percentage in the
aggregate exceeds more than fifty percent (50%) of the Aggregate Revolving
Credit Commitment or, if the Aggregate Revolving Credit Commitment has been
terminated, any combination of Lenders who collectively hold more than fifty
percent (50%) of the aggregate unpaid principal amount of the Extensions of
Credit (excluding the aggregate unpaid principal amount of Competitive Bid
Loans); provided that, for purposes of declaring the Loans to be due and
payable pursuant to Article XI, and for all purposes after the Loans
become due and payable pursuant to Article XI, the outstanding
Competitive Bid Loans of the Lenders shall be included in the Lenders’
respective Revolving Credit Commitment or Extensions of Credit, as applicable,
in determining the Required Lenders.


“Responsible Officer” means any of the
following: the chairman, president, chief executive officer, chief financial
officer or treasurer of the Company or any other officer of the Company
reasonably acceptable to the Administrative Agent; provided that the
term “Responsible Officer” shall be deemed to refer to only the treasurer or
chief financial officer of the Company in connection with any matters involving
the determination of financial covenant compliance or the certification of financial
statements.


“Restricted Investments”
means Investments in joint ventures and other Persons which are not
Consolidated Subsidiaries.  Restricted
Investments shall not include Investments made in the acquisition of a Person
which becomes a Consolidated Subsidiary upon the closing of such acquisition.


“Restricted Payment”
means (i) any dividend or other payment or distribution, direct or
indirect, on account of any shares of any class of Capital Stock of the Company
or any of its Subsidiaries, now or hereafter outstanding (including without
limitation any payment in connection with any dissolution, merger,
consolidation or disposition involving any of the Company or any of its
Subsidiaries), or to the holders, in their capacity as such, of any shares of any
class of Capital Stock of the Company or any of its Subsidiaries, now or
hereafter outstanding (other than dividends or distributions payable in Capital
Stock of the applicable Person and dividends or distributions payable (directly
or indirectly through Subsidiaries) to the Company or any Wholly-Owned
Subsidiary of the Company), (ii) any redemption, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of Capital Stock of the Company or any of
its Subsidiaries, now or hereafter outstanding (other than such transactions
payable (directly or indirectly through Subsidiaries) to the Company or any
Wholly-Owned Subsidiary of the Company) and (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Capital Stock



 19
 






 



of
the Company or any of its Subsidiaries (other than such payments payable
(directly or indirectly through Subsidiaries) to the Company or any
Wholly-Owned Subsidiary of the Company).


“Revolving Credit Commitment” means as to any
Lender, the obligation of such Lender to make Revolving Credit Loans for the
accounts of the Borrowers in an aggregate principal Dollar Equivalent amount at
any time outstanding not to exceed the amount set forth opposite such Lender’s
name on Schedule 1.1(a) hereto as such amount may be reduced or modified
at any time or from time to time pursuant to the terms hereof.


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


“Revolving Credit Facility” means the revolving
credit facility established pursuant to Section 2.1 hereof.


“Revolving Credit Loans” means the collective
reference to the revolving loans made to a Borrower pursuant to Section 2.2
under the Revolving Credit Facility; “Revolving Credit Loan” means any
of such Revolving Credit Loans.


“Revolving Credit Notes” means the collective
reference to the Revolving Credit Notes made by the applicable Borrower payable
to the order of each Lender with a Revolving Credit Commitment substantially in
the form of Exhibit A-1 hereto or Exhibit A-2 hereto, as appropriate,
and any amendments and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extensions thereof, in whole or in
part; “Revolving Credit Note” means any of such Revolving Credit Notes.


“S&P” means Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc. or any successor
or assignee in the business of rating securities.


“Sale and Leaseback
Transaction” means any direct or indirect arrangement with any Person or to
which any such Person is a party, providing for the leasing to any Borrower or
Subsidiary thereof of any Property, whether owned by such Borrower or
Subsidiary as of the Closing Date or later acquired, which has been or is to be
sold or transferred by such Borrower or Subsidiary to such Person or to any
other Person from whom funds have been, or are to be, advanced by such Person
on the security of such Property.


“SEC Reports” shall have the meaning assigned
thereto in Section 6.1(w).


“Spot Rate” for a currency means the rate quoted
by the Administrative Agent as the spot rate for the purchase by the
Administrative Agent of such currency with another currency through its foreign
exchange trading office at approximately 8:00 a.m. (Atlanta time) on the date
two Business Days prior to the date as of which the foreign exchange
computation is made.


“SPV” shall have the meaning assigned thereto
in Section 13.9(i)(i).


“Standard Securitization Undertakings” shall
mean any obligations and undertakings of the Company and any Consolidated Subsidiary
consisting of representations, warranties,



 20














 


covenants, and
indemnities standard in securitization transactions and related servicing of
receivables.


“Sterling” means Pound Sterling, the currency
of the United Kingdom.


“Subordinated Debt” means the collective
reference to Debt of the Borrowers or any Subsidiary thereof subordinated in
right and time of payment to the Obligations and otherwise permitted hereunder.


“Subsidiary” means, with respect to any Person
(the “parent”) at any date, any corporation, limited liability company,
partnership, association or other entity the accounts of which would be
Consolidated with those of the parent in the parent’s Consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than fifty percent (50%) of the equity or
more than fifty percent (50%) of the ordinary voting power or, in the case of a
partnership, more than fifty percent (50%) of the general partnership interests
are, as of such date, owned, controlled or held, or (b) that is, as of such
date, otherwise controlled, by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.  As used herein, for purposes of any covenant,
a Subsidiary of the Company or a Borrower refers to all direct and indirect
Subsidiaries of such Person.  Unless
otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall
refer to those of the Company.


“SunTrust” means SunTrust Bank and its
successors and assigns.


“Support Obligation” means, with respect to any
Person and its Subsidiaries, without duplication, any obligation, contingent or
otherwise, of any such Person pursuant to which such Person has directly or
indirectly guaranteed any Debt of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of any such Person (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
condition or otherwise) or (b) entered into for the purpose of assuring in any
other manner the obligee of such Debt of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part); provided
that the term Support Obligation shall not include (i) endorsements for
collection or deposit in the ordinary course of business or (ii) a
contractual commitment by one Person to invest in another Person for so long as
such investment is expected to constitute a Permitted Investment.


“Swingline Lender” means SunTrust in its
capacity as issuer of any Swingline Loan.


“Swingline Loans” means the collective
reference to the revolving loans made by the Swingline Lender pursuant to Section
2.6; “Swingline Loan” means any of such Swingline Loans.


“Swingline Maximum” means Fifty Million Dollars
($50,000,000).



 21
 






 



 


“Swingline
Rate” shall mean, for any Interest Period, the rate as offered by
the Administrative Agent and accepted by the Company.  The Company is under no obligation to accept
this rate and the Administrative Agent is under no obligation to provide it.


“TARGET” means the Trans-European Automated
Real-time Gross settlement Express Transfer system.


“TARGET Business Day” means a day when TARGET
is open for business.


“Taxes” shall have the meaning assigned thereto
in Section 4.11(a).


“Termination Date” means the earliest of the
dates referred to in Section 2.8.


“Termination Event” means any of the
following:  (a) the occurrence of a
Reportable Event, or (b) the withdrawal of a Borrower or any ERISA Affiliate
from a Pension Plan during a plan year in which it was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension
Plan, the filing of a notice of intent to terminate a Pension Plan or the
treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA, or (d) the institution of proceedings to terminate, or to seek the
appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any
other event or condition which would constitute grounds under Section 4042(a)
of ERISA for the termination of, or the appointment of a trustee to administer
any Pension Plan, or (f) the partial or complete withdrawal of a Borrower or
any ERISA Affiliate from a Multiemployer Plan, or (g) the imposition of a Lien
pursuant to Section 412 of the Code or Section 302 of ERISA, or (h) any event
or condition which results in the reorganization or insolvency of a
Multiemployer Plan under Sections 4241 or 4245 of ERISA, (i) any event or
condition which results in the termination of a Multiemployer Plan under
Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a
Multiemployer Plan under Section 4042 of ERISA or (j) the withdrawal or partial
withdrawal of any Borrower or ERISA Affiliate from a Multiemployer Plan.


“Treaty on European Union” means the Treaty of
Rome of March 25, 1957, as amended by the Single European Act 1986 and the
Maastricht Treaty (which was signed at Maastricht on February 1, 1992 and came
into force on November 1, 1993), as amended from time to time.


“UCC” means, with respect to any Letter of
Credit, the Uniform Commercial Code as in effect in the State in which the
corporate headquarters of the relevant Issuing Lender is located or such other
jurisdiction as is acceptable to the relevant Issuing Lender, as amended,
amended and restated, supplemented or otherwise modified from time to time.


“Unfunded Current Liability” of any Pension
Plan means the amount, if any, by which the actuarial present value of the
accumulated plan benefits under the Pension Plan as of the close of its most
recent year, determined in accordance with actuarial assumptions at such time
consistent with Statement of Financial Accounting Standards No 87, exceeds the
sum of (a) the market value of the assets allocable thereto and (b) $100,000.


“United States” means the United States of
America.



 22
 






 



 


“Wholly-Owned” means, with respect to a
Subsidiary, that all of the shares of capital stock or other ownership
interests of such Subsidiary (except directors’ qualifying shares, or, in the
case of any Subsidiary which is not organized or created under the laws of the
United States of America or any political subdivision thereof, such nominal
ownership interests which are required to be held by third parties under the
laws of the foreign jurisdiction under which such Subsidiary was incorporated
or organized) are, directly or indirectly, owned or controlled by any Borrower
and/or one or more of its Wholly-Owned Subsidiaries.


SECTION
1.2  General.


Unless otherwise specified, a reference in this
Agreement to a particular section, subsection, Schedule or Exhibit is a
reference to that section, subsection, Schedule or Exhibit of this
Agreement.  Wherever from the context it
appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, feminine and neuter.  Any reference herein to “Atlanta time,” “San
Francisco time” or “London time” shall refer to the applicable time of day in
Atlanta, Georgia, San Francisco, California or London, England, as
applicable.  All references to a specific
time shall be construed to refer to the time in the city and state of the
Administrative Agent’s principal office, unless otherwise indicated.


SECTION
1.3  Other Definitions and Provisions.


(a)           Use of Capitalized Terms.  Unless otherwise defined therein, all
capitalized terms defined in this Agreement shall have the defined meanings
provided herein when used in this Agreement, the Notes and the other Loan
Documents or any certificate, report or other document made or delivered
pursuant to this Agreement.


(b)           Miscellaneous.  The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be
construed to have the same meaning and effect as the word “shall”.  In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and
including” and the word “to” means “to but excluding”. Unless the context
requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as it was originally executed or as it
may from time to time be amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and permitted assigns, and (iii) all references
to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles, Sections, Exhibits and Schedules to this Agreement.


SECTION
1.4  Currency Equivalents Generally.


For all purposes of this Agreement (but not for
purposes of the preparation of any financial statements delivered pursuant
hereto or determining in compliance with any covenant herein), the equivalent
in any Offshore Currency or other currency of an amount in Dollars, and



 23
 






 



the equivalent in Dollars
of an amount in any Offshore Currency or other currency, shall be determined at
the Spot Rate.


SECTION
1.5  Special Provisions Relating to
Currency.


(a)           Currency Translations; Rounding.  Any translation from one currency or currency
unit to another shall be at the rate specified herein or, if not so specified,
then at the official rate of exchange legally recognized by the central bank of
the country issuing such currency for the conversion of that currency or
currency unit into the other.  Any such
translation shall be rounded up or down by the Administrative Agent acting in
accordance with any Applicable Law on rounding or, if there is no such law,
acting reasonably in accordance with its market practice.


(b)           Changes in Currency.  If a change in any currency of a country
occurs, the Borrowers agree to negotiate promptly and in good faith an
amendment to this Agreement that effectuates those modifications the
Administrative Agent (acting reasonably and in consultation with the Company)
specifies to be necessary to reflect the change in currency and to put the
parties hereto in the same position, as far as possible, that they would have
been in if no change in currency had occurred; provided that any such
amendments will not adversely affect the Lenders.  If, in relation to the currency of any member
state of the European Community, the basis of accrual of interest expressed in
this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member
state adopts the euro as its lawful currency; provided that if any Loan
in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Loan, at the end
of the then current Interest Period.


ARTICLE II


CREDIT FACILITIES


SECTION
2.1  Amount and Terms of Credit.


(a)           Description of Facilities.  Upon the terms and subject to the conditions
set forth in this Agreement: (i) the Lenders hereby grant to the Borrowers
a revolving credit facility (the “Revolving Credit Facility”) pursuant
to which each Lender severally agrees to make Revolving Credit Loans to the
respective Borrowers in accordance with Section 2.2, and the Swingline
Lender agrees to make Swingline Loans to the Company in Dollars in accordance
with Section 2.6 and (ii) the parties hereto agree that each
Lender may, in its sole discretion, make bids to make Competitive Bid Loans to
the respective Borrowers in Dollars and Offshore Currencies, in accordance with
Section 2.5; provided that (A) the aggregate principal Dollar
Equivalent amount of all outstanding Revolving Credit Loans (after giving
effect to any amount requested) made under the Revolving Credit Facility plus
the aggregate principal amount of all outstanding Swingline Loans made under
the Revolving Credit Facility (after giving effect to the amount of any
Swingline Loans requested under the Revolving Credit Facility and exclusive of
Swingline Loans made under the Revolving Credit Facility which are repaid with
the proceeds of, and simultaneously with the incurrence of, Revolving Credit
Loans under the Revolving Credit Facility) shall not exceed the Aggregate
Revolving Credit Commitment less the sum of



 24
 






 



(x) all outstanding L/C Obligations plus (y)
the aggregate principal Dollar Equivalent amount of all outstanding Competitive
Bid Loans; (B) the principal Dollar Equivalent amount of outstanding Revolving
Credit Loans by any Lender plus Lender’s pro rata share of its participation
interests in all outstanding L/C Obligations and Swingline Loans shall not at any
time exceed such Lender’s Revolving Credit Commitment; and (C) the aggregate
Dollar Equivalent amount of outstanding Revolving Credit Loans and Competitive
Bid Loans funded in an Offshore Currency shall at no time exceed the Foreign
Currency Sublimit then in effect.  Each
Revolving Credit Loan made by a Lender shall be in a principal Dollar
Equivalent amount equal to such Lender’s Revolving Credit Commitment Percentage
of the aggregate principal Dollar Equivalent amount of Revolving Credit Loans
requested under such facility on such occasion.


(b)           Application of Facilities.  The Credit Facility established hereby shall
be used by the Borrowers and their respective Subsidiaries to:


(i)            refinance existing Debt of the
Company and its Subsidiaries (if any);


(ii)           finance non-hostile acquisitions by
the Company and its Subsidiaries that are permitted hereunder; and


(iii)          finance the working capital, capital
expenditures and other lawful corporate purposes of the Company and its
Subsidiaries;


and, accordingly, each of the Borrowers shall apply all amounts raised
by such Borrower hereunder in or towards satisfaction of such purposes, and
neither the Administrative Agent and the Lenders nor any of them shall be
obliged to concern themselves with such application.


SECTION
2.2  Procedure for Advances of
Revolving Credit Loans.


(a)           Requests for Revolving Credit
Loans.  The Company, on behalf of a
Borrower, shall give the Administrative Agent irrevocable prior written notice
in the form attached hereto as Exhibit B-1 (a “Notice of Revolving
Credit Borrowing”) not later than 11:00 a.m. (Atlanta time) (i) on the
same Business Day of the date of borrowing for each Base Rate Loan,
(ii) at least two (2) Business Days before each Offshore Rate Loan
denominated in Dollars, and (iii) at least three (3) Business Days before
each Offshore Currency Loan, of its intention to borrow, specifying (A) the
date of such borrowing, which shall be a Business Day, (B) the amount of such
borrowing, which shall be in an amount equal to the unused amount of the
Revolving Credit Commitment, as applicable, or if less, (x) with respect to
Base Rate Loans, in a principal amount of $500,000 or a whole multiple of
$100,000 in excess thereof, (y) with respect to Offshore Rate Loans denominated
in Dollars, in an aggregate principal amount of $1,000,000 or a whole multiple
of $500,000 in excess thereof and (z) with respect to Offshore Rate Loans
denominated in an Offshore Currency, in an aggregate principal amount of a
whole multiple of 500,000 units of such Offshore Currency in excess of an
amount of such Offshore Currency having a Dollar Equivalent of $1,000,000, (C)
whether such Revolving Credit Loan is to be an Offshore Rate Loan or Base Rate
Loan, (D) in the case of an Offshore Rate Loan, the duration of the Interest
Period applicable thereto and in the case of Offshore Rate Loans, the
Applicable Currency and (E) the name of the applicable Borrower.  Notices received after 11:00 a.m. (Atlanta
time) shall be deemed received on the next Business Day.  The Administrative Agent shall promptly
notify



 25
 






 



the Lenders of each Notice of Revolving Credit
Borrowing.  The Dollar Equivalent amount
of an Offshore Currency Loan will be determined by the Administrative Agent for
such Offshore Currency Loan on the Determination Date therefor in accordance
with Section 2.9(a).


(b)           Disbursement of Revolving Credit
Loans.  Each Lender will make
available to the Administrative Agent, for the accounts of the respective
Borrowers, at the Administrative Agent’s Office in funds immediately available
to the Administrative Agent, such Lender’s Revolving Credit Commitment
Percentage of the Revolving Credit Loans to be made on such borrowing date
(i) in the case of a Revolving Credit Loan denominated in Dollars, no
later than 2:00 p.m. (Atlanta time) on the proposed borrowing date and
(ii) in the case of a Revolving Credit Loan that is an Offshore Currency
Loan, by such time as the Administrative Agent may determine to be necessary
for such funds to be credited on such date in accordance with normal banking
practices in the place of payment.  Each
Borrower hereby irrevocably authorizes the Administrative Agent, and the
Administrative Agent hereby agrees, to disburse the proceeds of each borrowing
requested by the Company, on behalf of such Borrower, pursuant to this Section 2.2
in immediately available funds by no later than 3:00 p.m. (Atlanta time) on the
proposed borrowing date by crediting or wiring such proceeds to the deposit
account of such Borrower identified in the most recent notice of account
designation, substantially in the form of Exhibit C hereto (a “Notice
of Account Designation”), delivered by the Company, on behalf of such
Borrower, to the Administrative Agent or as may be otherwise agreed upon by
such Borrower and the Administrative Agent from time to time.  Subject to Section 4.7 hereof, the
Administrative Agent shall not be obligated to disburse the portion of the
proceeds of any Revolving Credit Loan requested pursuant to this Section 2.2
for which any Lender is responsible to the extent that such Lender has not made
available to the Administrative Agent its Revolving Credit Commitment
Percentage of such Revolving Credit Loan.


SECTION
2.3  Repayment of Loans.


(a)           Repayment on Termination Date.  Each Borrower agrees to repay the outstanding
principal amount of all Loans made to it under, and its Reimbursement
Obligation under, the Revolving Credit Facility in full on the Termination
Date, with all accrued but unpaid interest thereon.


(b)           Mandatory Repayment of Loans.


(i)            If at any time the sum of the
outstanding principal Dollar Equivalent amount of all Loans and all outstanding
L/C Obligations exceeds the Revolving Credit Commitment of all Lenders, in each
case other than solely as a result of a change in applicable rates of exchange
between Dollars and Offshore Currencies, the Borrowers agree to repay
immediately upon notice from the Administrative Agent, by payment to the
Administrative Agent for the account of the Lenders, Revolving Credit Loans,
Swingline Loans or Competitive Bid Loans made to it, L/C Obligations incurred
by it and/or furnish cash collateral reasonably satisfactory to the
Administrative Agent, in an amount equal to such excess.  Such cash collateral shall be applied in
accordance with Section 11.2(b).



 26
 






 



 


(ii)           If on any Determination Date, the
Administrative Agent shall have determined that the aggregate principal Dollar
Equivalent amount of all Loans and L/C Obligations then outstanding exceeds the
Aggregate Revolving Credit Commitment by more than $5,000,000 due to a change
in applicable rates of exchange between Dollars and Offshore Currencies, then
the Administrative Agent shall give notice to the Company that a prepayment is
required under this Section 2.3(b)(ii) and each of the Borrowers agrees
thereupon to make prepayments of Loans made to it within two (2) Business Days
after the Company’s receipt of such notice such that, after giving effect to
such prepayments, the aggregate Dollar Equivalent amount of all Loans and L/C
Obligations then outstanding does not exceed the Aggregate Revolving Credit
Commitment.


(iii)          If on any Determination Date, the
Administrative Agent shall have determined that the aggregate principal Dollar
Equivalent amount of all Offshore Currency Loans then outstanding exceeds the
Foreign Currency Sublimit by more than $5,000,000 due to a change in applicable
rates of exchange between Dollars and Offshore Currencies, then the
Administrative Agent shall give notice to the Company that a prepayment is
required under this Section 2.3(b)(iii) and each of the Borrowers agrees
thereupon to make prepayments of Loans made to it within two (2) Business Days
after the Company’s receipt of such notice such that, after giving effect to
such prepayments, the aggregate Dollar Equivalent amount of all Offshore
Currency Loans then outstanding does not exceed the Foreign Currency Sublimit.


(iv)          Notwithstanding anything to the
contrary in Section 2.3(b)(ii) or (iii), the mandatory repayment
described in such Section of any Offshore Rate Loans may be delayed until the
last day of the Interest Period applicable to such Offshore Rate Loans; provided
that if the Borrowers so delay repayment of Offshore Rate Loans, the Borrowers
shall deposit or cause to be deposited, on the day repayment would have
otherwise been required, in a cash collateral account opened by the
Administrative Agent, an amount equal to the aggregate principal amount of such
delayed mandatory repayment of Offshore Rate Loans and any accrued but unpaid
interest thereon.  Any repayment of Offshore
Rate Loans hereunder other than on the last day of the Interest Period
applicable thereto shall be accompanied by any amount required to be paid
pursuant to Section 4.9 hereof.


(c)           Optional Repayments.  Each Borrower may at any time and from time
to time repay the Revolving Credit Loans or Swingline Loans made to it, in
whole or in part, upon at least two (2) Business Days irrevocable notice by the
Company to the Administrative Agent with respect to Offshore Rate Loans and
prior irrevocable notice on the same Business Day as the date of prepayment
with respect to Base Rate Loans, in the form attached hereto as Exhibit D
(a “Notice of Prepayment”) specifying the date and amount of repayment;
whether the repayment is of Revolving Credit Loans or Swingline Loans and
whether the repayment is of Offshore Rate Loans, Base Rate Loans, or a
combination thereof, and, if of a combination, the amount allocable to
each.  Upon receipt of such notice, the
Administrative Agent shall promptly notify each Lender.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date set forth in such
notice.  Partial repayments shall be in
an aggregate amount of $500,000 or a whole multiple of $100,000 in excess
thereof with respect to Swingline Loans or



 27
 






 



Base Rate Loans and $1,000,000 or a whole multiple of
$1,000,000 in excess thereof with respect to Offshore Rate Loans.


(d)           Limitation on Repayment of
Offshore Rate Loans.  The Borrowers
may not repay any Offshore Rate Loan on any day other than on the last day of
the Interest Period applicable thereto unless such repayment is accompanied by
any amount required to be paid pursuant to Section 4.9 hereof.


(e)           Limitation on Repayment of
Competitive Bid Loans.  The Borrowers
may not repay any Competitive Bid Loan on any day other than on the last day of
the Interest Period applicable thereto except, and on such terms, as agreed to
by the Borrower to which the Competitive Bid Loan was made and the Lender which
made such Competitive Bid Loan.


SECTION
2.4  Revolving Credit Notes; Evidence
of Debt.


(a)           The Revolving Credit Loans and other
credit extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the Administrative Agent
in the ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender
shall, in the absence of manifest error, be prima facie evidence of the
existence and amounts of the Obligations therein recorded; provided, however,
that the failure of the Administrative Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the obligation of
each Borrower to repay the Obligations in accordance with their terms.  In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records
of the Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through
the Administrative Agent, each Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a Revolving Credit Note, which shall
evidence such Lender’s Revolving Credit Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, the amount and maturity of
its Revolving Credit Loans and payments with respect thereto.


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


SECTION
2.5  Competitive Bid Loans and
Procedure.


(a)           Subject to the terms and conditions
set forth herein, from time to time until the Termination Date, the Company, on
behalf of each Borrower, may request Competitive Bids under the Revolving
Credit Facility, and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Bid Loans, which shall be denominated
in Dollars or Offshore Currencies; provided that the sum of the
aggregate principal Dollar Equivalent amount



 28
 






 



of outstanding Revolving Credit Loans and Swingline
Loans plus the aggregate principal Dollar Equivalent amount of
outstanding Competitive Bid Loans made thereunder at any time shall not exceed
the Aggregate Revolving Credit Commitment less the sum of all
outstanding L/C Obligations.  To request
Competitive Bids, the Company, on behalf of a Borrower, shall notify the
Administrative Agent of such request by telephone, not later than 11:00 a.m.
(Atlanta time) four (4) Business Days before the date of the proposed
borrowing.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Competitive Bid Request in a
form approved by the Administrative Agent and signed by the Company.  Each such telephonic and written Competitive
Bid Request shall specify the following information:


(i)            the identity of the Borrower;


(ii)           the aggregate amount of the requested
borrowing, which shall be a minimum of $5,000,000 (or the Dollar Equivalent
thereof) and an integral multiple of $1,000,000 (or the Dollar Equivalent
thereof) in excess thereof;


(iii)          whether such borrowing is to be made
in Dollars or an Offshore Currency, and if an Offshore Currency, specifying
such currency;


(iv)          the date of such borrowing, which
shall be a Business Day;


(v)           the Interest Period to be applicable
to such borrowing, which shall be a period contemplated by the definition of
the term “Interest Period”; and


(vi)          the location and number of the
Borrower’s account to which funds are to be disbursed.


The Company (on behalf of such Borrower) may request
offers to make Competitive Bid Loans having up to 2 different stated maturity
dates in a single Competitive Bid Request; provided that the request for each
separate stated maturity date shall be deemed to be a separate Competitive Bid
Request for a separate Competitive Bid Loans. 
Promptly following receipt of a Competitive Bid Request in accordance
with this Section, the Administrative Agent shall notify the Lenders of the
details thereof by telecopy, inviting the Lenders to submit Competitive Bids.


(b)           Each Lender may (but shall not have
any obligation to) make one or more Competitive Bids to a Borrower in response
to a Competitive Bid Request.  Such
Competitive Bids by a Lender may be for an amount greater than (or less than)
such Lender’s respective Commitments. 
Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, not later than 11:00 a.m. (Atlanta time) on the date which is three
(3) Business Days’ prior to the proposed date of such borrowing.  Competitive Bids that do not conform
substantially to the form approved by the Administrative Agent may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable. 
Each Competitive Bid shall specify (i) the principal amount (which
shall be a minimum of $5,000,000 (or the Dollar Equivalent thereof) and an
integral multiple of $1,000,000 (or the Dollar Equivalent thereof) in excess
thereof and which may equal the entire principal amount of the borrowing
requested by the Borrower) of the Competitive Bid Loan or Loans that the
applicable



 29
 






 



Lender is willing to make, (ii) the Competitive
Bid Rate or Rates at which such Lender is prepared to make such Loan or Loans
(expressed as a percentage rate per annum in the form of a decimal to no more
than four decimal places), (iii) the Interest Period applicable to each
such Loan and the last day thereof, and (iv) the identity of the quoting
Lender.  Unless otherwise agreed by the
Administrative Agent and the Borrower, no Competitive Bid Request shall contain
qualifying, conditional or similar language or propose terms other than or in
addition to those set forth in the applicable Competitive Bid Request (other
than setting forth the maximum principal amounts of the Competitive Bid Loan
which the quoting Lender is willing to make for the applicable Interest Period)
and, in particular, no Competitive Bid Request may be conditioned upon
acceptance by the Borrower of all (or some specified minimum) of the principal
amount of the Competitive Bid Loan for which such Competitive Bid Request is
being made.


(c)           The Administrative Agent shall
promptly (but in any event by no later than 3:00 p.m. (Atlanta time) on the
date which is three (3) Business Days’ prior to the proposed borrowing date)
notify the Company, on behalf of the Borrower requesting Competitive Bids, by
telecopy of the Competitive Bid Rate and the principal amount specified in each
Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.


(d)           Subject only to the provisions of
this paragraph, the Company, on behalf of the Borrower requesting Competitive
Bids, may accept or reject any Competitive Bid. 
The Company, on behalf of such Borrower, shall notify the Administrative
Agent by telephone, confirmed by telecopy in a form approved by the
Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, not later than 10:30 a.m. (Atlanta time) on the
date which is two (2) Business Days prior to the date of the proposed
borrowing; provided that (i) the failure of the Company to give
such notice shall be deemed to be a rejection of each Competitive Bid,
(ii) such Borrower shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if such Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate, (iii) the aggregate amount of the Competitive Bids
accepted by such Borrower shall not exceed the aggregate amount of the
requested borrowing specified in the related Competitive Bid Request, (iv) to
the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Bid Loan unless such
Competitive Bid Loan is in a minimum principal amount of $5,000,000 (or the
Dollar Equivalent thereof) and an integral multiple of $1,000,000 (or the
Dollar Equivalent thereof) in excess thereof; provided  further
that if a Competitive Bid Loan must be in an amount less than $5,000,000 (or
the Dollar Equivalent thereof) because of the provisions of clause (iv)
above, such Competitive Bid Loan may be for a minimum of $1,000,000 (or the
Dollar Equivalent thereof) or any integral multiple thereof, and in calculating
the pro rata allocation of acceptances of portions of multiple Competitive Bids
at a particular Competitive Bid Rate pursuant to clause (iv) above
the amounts shall be rounded to integral multiples of $1,000,000 (or the Dollar
Equivalent thereof) in a manner determined by the Borrower.  A notice given by a Borrower pursuant to this
paragraph shall be irrevocable.


(e)           The Administrative Agent shall
promptly notify each bidding Lender by telecopy whether or not its Competitive Bid
has been accepted (and, if so, the amount and Competitive 



 30
 






 



Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Bid Loan in respect of which its Competitive Bid has been accepted.


(f)            Not later than (i) in the case
of a Competitive Bid Loan denominated in Dollars, no later than 2:00 p.m.
(Atlanta time) on the proposed borrowing date and (ii) in the case of a
Competitive Bid Loan that is an Offshore Currency Loan, by such time as the
Administrative Agent may determine to be necessary for such funds to be
credited on such funding date in accordance with normal banking practices in
the place of payment, each Lender whose Competitive Bid has been accepted will
make available to the Administrative Agent, for the account of the Borrower to
whom the Competitive Bid Loan is to be made, at the office of the
Administrative Agent in funds immediately available to the Administrative
Agent, the amount of the Competitive Bid Loan to be made on such borrowing date
by such Lender.  Each Borrower hereby
irrevocably authorizes the Administrative Agent to disburse the proceeds of
each borrowing requested pursuant to this Section 2.5 in immediately
available funds by crediting or wiring such proceeds to the deposit account of
such Borrower identified in its most recent Notice of Account Designation or as
may be otherwise agreed upon by such Borrower and the Administrative Agent from
time to time.  Subject to Section 4.7
hereof, the Administrative Agent shall not be obligated to disburse the
proceeds of any Competitive Bid Loan requested pursuant to this Section 2.5
for which any Lender is responsible to the extent that such Lender has not made
available to the Administrative Agent the amount of such Competitive Bid Loan.


(g)           If the Administrative Agent shall
elect to submit a Competitive Bid in its capacity as a Lender, it shall submit
such Competitive Bid directly to the Company, on behalf of the Borrower requesting
Competitive Bids, at least one quarter of an hour earlier than the time by
which the other Lenders are required to submit their Competitive Bids to the
Administrative Agent pursuant to paragraph (b) of this Section.


(h)           While any Competitive Bid Loan is
outstanding, the Revolving Credit Commitment of each Lender shall be deemed
used for all purposes by an amount equal to its pro rata share (based on its
respective Revolving Credit Commitment Percentage) of the principal Dollar
Equivalent amount of such Competitive Bid Loan.


(i)            (1)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of each Borrower to such Lender resulting
from each Competitive Bid Loan made by such Lender to such Borrower from time
to time, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


                (2)           The
entries maintained in the accounts maintained pursuant to paragraph (i) shall
be prima facie evidence of the existence and amounts of the Obligations therein
recorded; provided, however, that the failure of the
Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of each Borrower to repay
the Obligations in accordance with their terms.



 31
 






 



 


(3)           The Competitive Bid Loans made by
each Lender shall be evidenced by such Lender’s respective Revolving Credit
Notes.


(j)            Each Borrower shall repay the
outstanding principal amount of each Competitive Bid Loan made to it in full on
the last day of the Interest Period applicable thereto, with all accrued but
unpaid interest thereon.  Competitive Bid
Loans may not be repaid prior to the last day of the applicable Interest Period
except in accordance with Section 2.3(b) and (e).


(k)           Each Borrower shall pay a fee to the
Administrative Agent equal to $1,200 for each Competitive Bid Loan requested by
such Borrower.


SECTION
2.6  Swingline Loans and Procedure.


(a)           Swingline Loans.  Subject to the terms and conditions set forth
herein, from time to time until the Swingline Termination Date, the Swingline
Lender, at the request of the Company and at the sole discretion of the
Swingline Lender, may make, under the Revolving Credit Facility, a revolving
loan or revolving loans (each a “Swingline Loan” and, collectively, the “Swingline
Loans”) to the Company, which Swingline Loans (i) shall be denominated
in Dollars, (ii) may be repaid and reborrowed in accordance with the
provisions hereof, (iii) shall not exceed in aggregate principal amount at
any time outstanding, when combined with the sum of the aggregate principal
Dollar Equivalent amount of outstanding Revolving Credit Loans plus the
aggregate principal amount of Competitive Bid Loans made thereunder at any
time, the Aggregate Revolving Credit Commitment less the sum of all
outstanding L/C Obligations, (iv) shall not exceed in aggregate principal
amount at any time outstanding the Swingline Maximum and (v) shall bear
interest at the Swingline Rate. 
Notwithstanding anything to the contrary contained in this Section
2.6(a), (x) the Swingline Lender shall not be obligated to make any
Swingline Loans at a time when a Lender Default exists unless the Swingline
Lender has entered into arrangements satisfactory to it and the Company to
eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s
or Lenders’ participation in such Swingline Loans, including by cash
collateralizing such Defaulting Lender’s or Lenders’ Revolving Commitment
Percentage of the outstanding Swingline Loans and (y) the Swingline Lender
shall not make any Swingline Loan after it has received written notice from any
Borrower or the Required Lenders stating that a Default or an Event of Default
exists and is continuing until such time as the Swingline Lender shall have
received written notice (A) of rescission of all such notices from the party or
parties originally delivering such notice or (B) of the waiver of such Default
or Event of Default by the Required Lenders. 
All Existing Swingline Loans shall be deemed to have been made pursuant
hereto, and from and after the Closing Date shall be subject to and governed by
the terms and conditions hereof.


(b)           Mandatory Borrowings.


(i)            On any Business Day, the Swingline
Lender may, in its sole discretion, advise the Administrative Agent to give
notice to the Lenders that the Swingline Lender’s outstanding Swingline Loans
shall be funded with one or more borrowings of Revolving Credit Loans made to
the Company and denominated in Dollars (provided that such notice shall
be deemed to have been automatically given with respect to outstanding
Swingline Loans upon the occurrence of a Default or an Event of Default under



 32
 






 



Section 11.1(i)
or (j)), in which case one or more borrowings of Revolving Credit Loans
constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”)
shall be made on the immediately succeeding Business Day by all Lenders in
accordance with each Lender’s Revolving Credit Commitment Percentage and the
proceeds thereof shall be applied directly by the Administrative Agent to repay
the Swingline Lender for such outstanding Swingline Loans.  Each Lender hereby irrevocably agrees to make
Revolving Credit Loans to the Company upon one Business Day’s notice pursuant
to each Mandatory Borrowing in the amount and in the manner specified in the
preceding sentence and on the date specified in writing by the Administrative
Agent notwithstanding (A) the amount of the Mandatory Borrowing may not comply
with the minimum borrowing amount otherwise required hereunder, (B) whether any
conditions specified in Section 5.2 are then satisfied, (C) whether a
Default or an Event of Default then exists, (D) the date of such Mandatory
Borrowing and (E) whether the Revolving Credit Loans comprising the Mandatory
Borrowing would, when combined with the sum of the aggregate principal amount
of outstanding Revolving Credit Loans, outstanding L/C Obligations and the
aggregate principal amount of Competitive Bid Loans, exceed the Aggregate
Revolving Credit Commitment at such time (so long as outstanding Swingline
Loans do not exceed the Swingline Maximum). 
In the event that any Mandatory Borrowing cannot for any reason be made
on the date otherwise required above (including, without limitation, as a
result of the occurrence of a Bankruptcy Event with respect to any Borrower),
then each Lender hereby agrees that it shall forthwith purchase (as of the date
the Mandatory Borrowing would otherwise have occurred, but adjusted for any
payments received from the respective Borrower on or after such date and prior
to such purchase) from the Swingline Lender such participations in the
outstanding Swingline Loans as shall be necessary to cause the Lenders to share
in such Swingline Loans ratably based upon their respective Revolving Credit
Commitment Percentages, provided that (x) all interest payable on the
Swingline Loans shall be for the account of the Swingline Lender until the date
as of which the respective participation is required to be purchased and, to
the extent attributable to the purchased participation, shall be payable to the
participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing
Lender shall be required to pay the Swingline Lender interest on the principal
amount of participations purchased for each day from and including the day upon
which the Mandatory Borrowing would otherwise have occurred to but excluding
the date of payment for such participation, at the overnight Federal Funds Rate
for the first three days and at the rate otherwise applicable to Base Rate
Loans hereunder for each day thereafter.


(ii)           To the extent amounts received from
the Lenders pursuant to Section 2.6(b)(i) above are not sufficient
to repay in full the outstanding Swingline Loans requested or required to be
repaid, the Company agrees to pay to the Swingline Lender on demand the amount
required to repay such Swingline Loans in full. 
In addition, the Company hereby authorizes the Administrative Agent to
charge any account maintained by the Company with the Swingline Lender (up to
the amount available therein) in order to immediately pay the Swingline Lender
the amount of such Swingline Loans to the extent amounts received from the
Lenders are not sufficient to repay in full the outstanding Swingline Loans
requested or required to be repaid.  If
any portion of any



 33
 






 



such amount paid to the
Swingline Lender shall be recovered by or on behalf of the Company from the
Swingline Lender in bankruptcy or otherwise, the loss of the amount so
recovered shall be ratably shared among all the Lenders in accordance with
their respective Revolving Credit Commitment Percentages.


(c)           Amount of Each Swingline Borrowing.  Each Swingline Loan shall be made in an
aggregate principal amount of $500,000 or a whole multiple of $l00,000 in
excess thereof.


(d)           Notice of Borrowing.


(i)            The Company shall give the Swingline
Lender irrevocable prior written notice (a “Notice of Swingline Borrowing”)
substantially in the form attached as Exhibit B-2 no later than
11:30 a.m. (Atlanta time) on the same Business Day as each Base Rate Loan of
its intention to borrow, specifying (A) the date of such borrowing, which shall
be a Business Day, and (B) the amount of such borrowing, which shall be in an
amount equal to the unused amount of the Swingline Maximum or less.  Notices received after 11:30 a.m. (Atlanta
time) shall be deemed received on the next Business Day.


(ii)           Mandatory Borrowings shall be made
upon the notice specified in Section 2.6(b), with the Company
irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of
the Mandatory Borrowings as set forth in Section 2.6(b).


(e)           Disbursement of Funds.  Not later than 2:00 p.m. (Atlanta time) on
the proposed borrowing date, the Swingline Lender will make available to the
Administrative Agent, for the account of the Company, at the office of the
Administrative Agent in funds immediately available to the Administrative
Agent, the amount of the Swingline Loan to be made on such borrowing date.  In the case of Mandatory Borrowings, no later
than 2:00 p.m. (Atlanta time) on the date specified in Section 2.6(b),
each Lender will make available to the Administrative Agent, for the account of
the Company, at the office of the Administrative Agent in funds immediately
available to the Administrative Agent, such Lender’s Revolving Credit
Commitment Percentage of Mandatory Borrowings to be made on such borrowing
date.  The Company hereby irrevocably
authorizes the Administrative Agent to disburse the proceeds of each borrowing
requested pursuant to this Section 2.6 in immediately available funds by
crediting or wiring such proceeds to the deposit account of the Company
identified in the most recent Notice of Account Designation or as may be
otherwise agreed upon by the Company and the Administrative Agent from time to
time or, in the case of Mandatory Borrowings, in the manner specified in Section
2.6(b)(i).  Subject to Section 4.7
hereof, the Administrative Agent shall not be obligated to disburse the
proceeds of any Swingline Loan requested pursuant to this Section 2.6
to the extent that the Swingline Lender has not made available to the
Administrative Agent the amount of such Swingline Loan.


(f)            Notes.  The Swingline Lender’s Swingline Loans shall
be evidenced by such Lender’s respective Revolving Credit Notes issued by the
Company.



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(g)           Usage Under Revolving Credit
Commitments.  While any Swingline
Loan is outstanding, the Revolving Credit Commitment of each Lender shall be
deemed used for all purposes by an amount equal to its pro rata share (based on
its respective Revolving Credit Commitment Percentage) of the principal amount
of such Swingline Loan.


(h)           Notice to the Administrative Agent.  The Swingline Lender shall promptly give
notice to the Administrative Agent of all Swingline Loans made hereunder, and
all repayments of such Swingline Loans.


SECTION
2.7  Commitment Reductions and
Increases.


(a)           Voluntary Reduction.  The Borrowers shall have the right at any
time and from time to time, upon at least four (4) Business Days’ prior written
notice by the Company to the Administrative Agent, to permanently reduce,
without premium or penalty (except as provided below), either (i) the
Aggregate Revolving Credit Commitment at any time or (ii) portions of the
Aggregate Revolving Credit Commitment from time to time, in an aggregate
principal Dollar Equivalent amount not less than $5,000,000 or any whole
multiple of $1,000,000 in excess thereof.


(b)           Payments Related to a Commitment
Reduction.


Each permanent reduction of the Aggregate Revolving
Credit Commitment made pursuant to this Section 2.7 or otherwise shall
be accompanied, if necessary, by a payment of principal sufficient to reduce
the aggregate outstanding Revolving Credit Loans and Swingline Loans and L/C
Obligations, as applicable, to the amount of the new Revolving Credit
Commitment after such reduction to the Aggregate Revolving Credit Commitment
and, if the Aggregate Revolving Credit Commitment as so reduced is less than
the aggregate amount of all outstanding Letters of Credit, the Borrowers shall
be required to deposit in a cash collateral account opened by the
Administrative Agent an amount equal to the amount by which the aggregate then
undrawn and unexpired amount of such Letters of Credit exceeds the Aggregate
Revolving Credit Commitment as so reduced. 
Such cash collateral shall be applied in accordance with Section
11.2(b).  Any permanent reduction of
the Aggregate Revolving Credit Commitment to zero (including upon termination
of the Revolving Credit Facility on the Termination Date) shall be accompanied
by payment of all outstanding Revolving Credit Loans and Swingline Loans (and
furnishing of cash collateral satisfactory to the Administrative Agent for all
L/C Obligations) and shall result in the termination of the Aggregate Revolving
Credit Commitment.  If the reduction of
the Aggregate Revolving Credit Commitment requires the repayment of any
Offshore Rate Loan, such repayment shall be accompanied by any amount required
to be paid pursuant to Section 4.9 hereof.  Notwithstanding anything herein to the
contrary, the Aggregate Revolving Credit Commitment may not be permanently
reduced by such an amount so that after such reduction, the Aggregate Revolving
Credit Commitment is less than the aggregate amount of all unpaid principal of
and interest on outstanding Competitive Bid Loans.


SECTION
2.8  Termination of Revolving Credit
Facility.  The Revolving Credit
Facility shall terminate on the earliest of (a) the Maturity Date, (b) the date
of termination of the



 35
 






 



Revolving Credit
Commitment by the Company pursuant to Section 2.7(a), and (c) the date
of termination by the Administrative Agent on behalf of the Lenders pursuant to
Section 11.2(a).


SECTION
2.9  Utilization of Revolving
Commitments in Offshore Currencies.


(a)           The Administrative Agent will
determine the Dollar Equivalent amount with respect to any (i) Revolving
Credit Loan or Competitive Bid Loan that is an Offshore Currency Loan as of the
requested borrowing date and as of any requested continuation date,
(ii) outstanding Offshore Currency Loan, as of each Interest Payment Date
relating to such Loan and (iii) Letters of Credit denominated in an
Offshore Currency, as of the requested issuance date and the first Business Day
of each calendar month, and, during the occurrence and continuation of an Event
of Default, such other dates as may be requested by the Required Lenders (but
in no event more frequently than once a week) (each such date under clause (i),
(ii) and (iii), a “Determination Date”).


(b)           The Lenders shall be under no
obligation to make Revolving Credit Loans in a requested Offshore Currency if
the Administrative Agent has received notice from the Required Lenders by 12:30
p.m. (Atlanta time) two Business Days prior to the date of a requested
borrowing of an Offshore Currency Loan that deposits in the relevant Offshore
Currency (in the applicable amounts) are not being offered to such Lenders in
the interbank eurocurrency market for such Interest Period in which event the
Administrative Agent will give notice to the Company, on behalf of such
Borrower requesting such Offshore Currency Loan, no later than 1:30 p.m.
(Atlanta time) on the second Business Day prior to the requested date of such
borrowing that the borrowing in the requested Offshore Currency is not then
available, and notice thereof will also be given promptly by the Administrative
Agent to the Lenders.  If the
Administrative Agent shall have notified the Company that any requested
Offshore Currency Loan is not then available, the Notice of Revolving Credit
Borrowing relating to such requested Offshore Currency Loan shall be deemed to
be withdrawn, the borrowing requested therein shall not occur and the
Administrative Agent will promptly so notify each Lender.


(c)           In the case of a proposed
continuation of an Offshore Currency Loan for an additional Interest Period
pursuant to Section 4.2, the Lenders shall be under no obligation to
continue such Offshore Currency Loan if the Administrative Agent has received
notice from the Required Lenders by 12:30 p.m. (Atlanta time) two Business Days
prior to the requested date of such continuation that deposits in the relevant
Offshore Currency (in the applicable amounts) are not being offered to such
Lenders in the interbank eurocurrency market for such Interest Period in which
event the Administrative Agent will give notice to the Company, on behalf of
the Borrower requesting such continuation, no later than 1:30 p.m. (Atlanta
time) on the second Business Day prior to the requested date of such
continuation that the continuation of such Offshore Currency Loan is not then
available, and notice thereof will also be given promptly by the Administrative
Agent to the Lenders.  If the
Administrative Agent shall have notified the Company, on behalf of the Borrower
requesting continuation of an Offshore Currency Loan, that the requested
continuation is not then available, the Notice of Continuation with respect
thereto shall be deemed to be withdrawn and such Offshore Currency Loan shall
be repaid on the last day of the Interest Period with respect thereto.



 36
 






 



 


(d)           Notwithstanding anything herein to
the contrary, during the existence of a payment Default or an Event of Default,
and at the request of the Required Lenders (or, in the case of a Competitive
Bid Loan made in an Offshore Currency, the Lender that has made such Loan), all
or any part of outstanding Offshore Currency Loans shall be redenominated and
converted into their Dollar Equivalent of Base Rate Loans in Dollars on the
last day of the Interest Period applicable to any such Offshore Currency
Loans.  The Administrative Agent will
promptly notify the Company and the Lenders of any such redenomination and
conversion request.


(e)           The Company shall be entitled to
request that Revolving Credit Loans hereunder also be permitted to be made to a
Borrower in any other lawful currency (other than Dollars), in addition to the
currencies specified in the definition of “Offshore Currency” in Section 1.1,
that in the opinion of the Administrative Agent and all of the Lenders is at
such time freely traded in the offshore interbank foreign exchange markets,
freely transferable and freely convertible into Dollars and readily utilized
for the settlement of private international debt transactions (an “Agreed
Alternative Currency”).  The Company
shall deliver in writing to the Administrative Agent any request for
designation of an Agreed Alternative Currency in accordance with Section 13.1,
to be received by the Administrative Agent not later than 11:00 a.m. (Atlanta
time) at least 10 Business Days in advance of the date of any borrowing
hereunder proposed to be made in such Agreed Alternative Currency.  Upon receipt of any such request the
Administrative Agent will promptly notify the Lenders thereof, and each Lender
will use its commercially reasonable efforts to respond to such request within
five (5) Business Days of receipt thereof. 
Each Lender may grant or accept such request in its sole discretion.  The Administrative Agent will promptly notify
the Company of the acceptance or rejection of any such request.


SECTION
2.10  Designated Borrowers.


(a)           Addition of Designated Borrower.  Equifax Plc constitutes a Designated Borrower
as of the Closing Date.  The Company may
request designation of any of its other Wholly-Owned Subsidiaries (an “Applicant
Borrower”) as a Designated Borrower hereunder by delivery of such a request
to the Administrative Agent together with an executed copy of a Borrower
Joinder Agreement in substantially the form attached hereto as Exhibit E.  The Administrative Agent will promptly notify
the Lenders of any such request together with a copy of the Borrower Joinder
Agreement executed by the Applicant Borrower. 
The joinder of each Applicant Borrower as a designated Borrower will be
subject to delivery of executed promissory notes, if any, required in
connection therewith, and supporting resolutions, articles of incorporation,
incumbency certificates, opinions of counsel and such other items as the
Administrative Agent and/or the Required Lenders may reasonably request and
which are reasonably satisfactory to the Administrative Agent.  Any such addition of a Designated Borrower
shall be effective five Business Days after receipt by the Administrative Agent
of the items required by the Administrative Agent and/or the Required Lenders
in connection therewith.  Such Designated
Borrower shall thereupon become a party hereto and a Designated Borrower
hereunder and shall be (i) entitled to all rights and benefits of a
Borrower hereunder and under each instrument executed pursuant hereto and
(ii) subject to all obligations of a Borrower hereunder and thereunder.



 37
 






 



 


(b)           Removal of a Designated Borrower.  The Company may request that any of its
Wholly-Owned Subsidiaries that is a Designated Borrower hereunder cease
to be a Designated Borrower by delivering to the Administrative Agent (which
shall promptly deliver copies thereof to each Lender) a written notice to such
effect.  Such Designated Borrower shall
cease to be a Borrower hereunder and be released of all of its obligations and
liabilities as a Borrower hereunder and under the other Loan Documents on the
later to occur of (i) the date the Administrative Agent receives such
request and (ii) the date such Borrower has paid all of its Loans and all
accrued and unpaid interest, fees and other Obligations owing by it hereunder
or in connection herewith.


SECTION
2.11  Limitation on Liability.


Notwithstanding anything in this Article II or
in any other provision of this Agreement or any other Loan Document to the
contrary, the obligations of the Borrowers (other than the Company) to repay
the Lenders for any Loans made available to the Borrowers hereunder are several
and not joint and several obligations of the Borrowers.  Accordingly, no Borrower (other than the
Company) shall be obligated to repay the principal amount of or to pay accrued
interest on any Loans made by the Lenders to any other Borrower.  Nothing in this section, however, is intended
to limit or modify the Company’s guarantee under Article X hereof.


SECTION
2.12  Extension of Maturity Date.


(a)           Requests for Extension.  The Company may, by notice (each such notice,
an “Extension Notice”) to the Administrative Agent (who shall promptly
notify the Lenders) at any time not later than 35 days prior to the Maturity
Date then in effect hereunder (the “Existing Maturity Date”) (or, if
such date is not a Business Day, on the next preceding Business Day), request
that each Lender extend such Lender’s Maturity Date for an additional year from
the Existing Maturity Date; provided, however, that the Borrower
shall only be permitted to make such a request two times during the life of the
Credit Facility.  Each Extension Notice
shall specify the date (the “Extension Effective Date”) on which the
Company requests the applicable extension to become effective.


(b)           Lender Elections to Extend.  Each Lender, acting in its sole discretion,
shall, by notice to the Administrative Agent given not later than the date (the
“Notice Date”) that is 15 days after receipt by such Lender of the
applicable Extension Notice (or, if such date is not a Business Day, on the
next preceding Business Day), advise the Administrative Agent whether or not
such Lender agrees to such extension (and each Lender that determines not to so
extend its Maturity Date (a “Non-Extending Lender”) shall notify the
Administrative Agent of such fact promptly after such determination (but in any
event no later than the Notice Date) and any Lender that does not so advise the
Administrative Agent on or before the Notice Date shall be deemed to be a
Non-Extending Lender.  The election of
any Lender to agree to such extension shall not obligate any other Lender to so
agree.


(c)           Notification by Administrative
Agent.  The Administrative Agent
shall notify the Company of each Lender’s determination under this Section no
later than the date 5 days following the applicable Notice Date (or, if such
date is not a Business Day, on the next preceding Business Day).



 38
 






 



 


(d)           Additional Commitment Lenders.  The Company shall have the right, on or
before the then applicable Extension Effective Date, to replace each
Non-Extending Lender with, and add as “Lenders” under this Agreement in place
thereof, one or more Eligible Assignees (each, an “Additional Commitment
Lender”) as provided in Section 13.9, each of which Additional
Commitment Lenders shall have entered into an Assignment and Acceptance
pursuant to which such Additional Commitment Lenders shall, effective as of
such Extension Effective Date, undertake Revolving Credit Commitments (and, if
any of such Additional Commitment Lenders is already a Lender, its Revolving
Credit Commitment shall be in addition to such Lender’s Revolving Credit
Commitment hereunder on such date) in an aggregate amount not to exceed the
aggregate Revolving Credit Commitments of the Non-Extending Lenders being
replaced.


(e)           Minimum Extension Requirement.  If (and only if) the total of the Revolving
Credit Commitments of the Lenders that have agreed so to extend their Maturity
Date and the additional Revolving Credit Commitments of the Additional
Commitment Lenders shall be more than 50% of the Aggregate Revolving Credit
Commitments in effect immediately prior to the then applicable Extension
Effective Date, then, effective as of such Extension Effective Date, the
Maturity Date of each Extending Lender and of each Additional Commitment Lender
shall be extended to the date falling one year after the Existing Maturity Date
and each Additional Commitment Lender shall, upon satisfaction of the
conditions set forth in Section 13.9, become a “Lender” for all purposes
of this Agreement.


(f)            Conditions to Effectiveness of
Extensions.  Notwithstanding the
foregoing, the extension of the Maturity Date pursuant to this Section shall
not be effective with respect to any Lender unless:


(i)            no Default or Event of Default shall
have occurred and be continuing on the date of such extension and after giving
effect thereto or would result therefrom;


(ii)           the representations and warranties
contained in this Agreement are true and correct in all material respects on
and as of the date of such extension and after giving effect thereto, as though
made on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date); and


(iii)          on the Maturity Date of each
Non-Extending Lender, the Company shall prepay any Loans outstanding on such
date (and pay any additional amounts required pursuant to Section 4.9)
to the extent necessary to keep outstanding Loans ratable with any revised
Aggregate Revolving Credit Commitment Percentages of the respective Lenders as
of such date.


SECTION
2.13  Increase in Commitments.


(a)           Request for Increase.  So long as there exists no Default or Event
of Default, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), the Company may from time to time request an increase in
the Aggregate Revolving Credit Commitment to a total aggregate amount not to
exceed $1,000,000,000, less the amount of any permanent reductions in the
Aggregate Revolving Credit Commitments requested by Borrower pursuant to Section
2.7; 



 39
 






 



provided
that any such request for an increase shall be in a minimum amount of
$100,000,000.  The Company (in consultation
with the Administrative Agent) shall specify the time period within which each
Lender is requested to respond (which shall in no event be less than ten
Business Days nor more than fifteen Business Days from the date of delivery of
such notice to the Lenders).


(b)           Lender Elections to Increase.  Each Lender shall notify the Administrative
Agent within such time period whether or not it agrees to increase its
Revolving Credit Commitment and, if so, whether by an amount equal to, greater
than or less than its ratable share of such requested increase (based on such
Lender’s then existing Revolving Credit Commitment).  Any Lender not responding within such time
period shall be deemed to have declined to increase its Revolving Credit
Commitment.


(c)           Notification by Administrative
Agent; Additional Lenders.  The
Administrative Agent shall notify the Company and each Lender of the other
Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested
increase, and subject to the provisions of this Section 2.13 and the
approval of the Administrative Agent, the Issuing Lender and the Swingline
Lender (which approvals shall not be unreasonably withheld or delayed), the
Company, after the earlier to occur of (i) the Administrative Agent’s receipt
of responses to the increase request from each Lender or (ii) ten Business Days
after the delivery of such increase request, may invite additional Eligible
Assignees to become Lenders pursuant to a joinder agreement in form and
substance reasonably satisfactory to the Administrative Agent.  No Lender shall be obligated to participate
in such increase and shall have the right to accept or decline any request made
hereunder in its sole discretion.


(d)           Effective Date and Allocations.  If the Aggregate Revolving Credit Commitments
are increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the “Increase Effective Date”)
and the final allocation of such increase. 
The Administrative Agent shall promptly notify the Company, the Lenders
and such additional Eligible Assignees, if any, of the final allocation of such
increase and the Increase Effective Date; provided that if, in the event
each Lender has agreed to increase its Revolving Credit Commitment by an amount
at least equal to its ratable share of such increase, then the increase to the
Revolving Credit Commitment Percentage of each Lender shall be on a pro  rata
basis in accordance with such Lender’s Revolving Credit Commitment in effect on
the Business Day prior to the Increase Effective Date.


(e)           Conditions to Effectiveness of
Increase.  As a condition precedent
to such increase, the Company shall deliver to the Administrative Agent a
certificate of each Borrower dated as of the Increase Effective Date signed by
a Responsible Officer of such Borrower (i) certifying and attaching the
resolutions adopted by such Borrower approving or consenting to such increase
and any other corporate documents deemed reasonably necessary by the
Administrative Agent, and (ii) in the case of the Company, certifying that,
before and immediately after giving effect to such increase, (A) no Default or
Event of Default exists and (B) evidencing (in reasonable detail prepared in
good faith and in a manner and using such methodology which is consistent with
the most recent financial statements delivered pursuant to Section 7.1),
compliance on a Pro Forma Basis (as defined below) with the financial covenant
contained in Section 9.1 as of the most recently ended fiscal quarter on
a trailing four quarter



 40














 


basis.  The
Company shall also deliver opinions in form and substance reasonably
satisfactory to the Administrative Agent of internal and external counsel to
the Company, addressed to the Administrative Agent and the Lenders, with
respect to the Borrowers, the increase and such other matters as the
Administrative Agent shall reasonably request. 
The applicable Borrower shall prepay any Loans outstanding on and prior
to giving effect to the Increase Effective Date (and pay any additional amounts
required pursuant to Section 4.9) to the extent necessary to keep the
outstanding Loans ratable with any revised Aggregate Revolving Credit
Commitment Percentages arising from any nonratable increase in the Revolving
Credit Commitments under Section 2.13.


As
used in this clause, the term  “Pro Forma
Basis” means the following pro forma adjustments made for purposes of
determining compliance on a pro forma basis with the maximum Leverage Ratio as
required above pursuant to this clause: (x) the Consolidated EBITDA during the
period of four consecutive fiscal quarters most recently ended of (or
attributable to) (A) any other Person acquired (whether by merger,
consolidation or otherwise) or disposed of by the Company or any of its
Consolidated Subsidiaries, or (B) all or substantially all of the business or
assets of any other Person or operating division or business unit of any other
Person, acquired (whether by merger, consolidation or otherwise) or disposed of
by the Company or one of its Consolidated Subsidiaries (in each case to the
extent such acquisition or disposition is permitted under this Agreement),
shall be included (in the case of any acquisition) or excluded (in the case of
any disposition, so long as the Consolidated EBITDA of or attributable to such
Capital Stock, asset, operating division or business unit disposed of, sold or
otherwise transferred, exceeds 5% of Consolidated Operating Profit for the
immediately preceding Fiscal Year), as applicable, in determining Consolidated
EBITDA of the Company and its Consolidated Subsidiaries, provided further that
such acquisition is or will be funded in whole or in part with the proceeds of
any Loans contemplated to be made after giving effect to such requested
increase in the Aggregate Revolving Credit Commitments pursuant to Section
2.13 (such Loans referred to herein as the “Subject Loans”), and (y) the
principal amount of Debt in respect of any Subject Loans incurred or to be
incurred by any Borrower, together with the aggregate amount of Debt assumed or
otherwise continued in connection with any such acquisition (but only to the
extent such Debt would constitute Consolidated Funded Debt following
consummation of such acquisition), shall be included in determining
Consolidated Funded Debt of the Company and its Consolidated Subsidiaries, in
each case as if such transaction had been consummated on the first day of such
period, and based on historical actual results accounted for in accordance with
GAAP.


ARTICLE III


LETTER OF CREDIT FACILITY


SECTION
3.1  L/C Commitment.


Subject to the terms and conditions hereof, each
Issuing Lender, in reliance on the agreements of the other Lenders set forth in
Section 3.4(a), agrees to issue standby and/or commercial Letters of
Credit for the account of the requesting Borrower on any Business Day from the
Closing Date through but not including the Termination Date in such form as may
be approved from time to time by such Issuing Lender; provided that no
Issuing Lender shall issue any Letter of Credit if, after giving effect to such
issuance, (a) the L/C Obligations would exceed



 41
 






 



the L/C Commitment or (b)
the sum of (i) the aggregate principal Dollar Equivalent amount of
outstanding Revolving Credit Loans, (ii) the aggregate principal amount of
outstanding Swingline Loans, (iii) the aggregate principal amount of L/C
Obligations and (iv) the aggregate principal amount of Competitive Bid Loans,
would exceed the Aggregate Revolving Credit Commitment.  Each Letter of Credit shall (A) be
denominated in Dollars or an Offshore Currency, (B) be a letter of credit
issued to support obligations of a Borrower or any of its Subsidiaries,
contingent or otherwise, permitted to be incurred hereunder, (C) not have an
original expiry date more than one year from the date of issuance thereof (provided that subject in any event to clause (D)
hereof) any such Letter of Credit (x) may contain customary “evergreen”
provisions pursuant to which the expiry date is automatically extended by a
specific time period unless the Issuing Lender gives notice to the beneficiary
of such Letter of Credit at least a specified time period prior to the expiry
date then in effect and/or (y) may have an expiration date more than one year
from the date of issuance if required under related industrial revenue bond
documents and agreed to by the Issuing Lender) and (D) as originally
issued or as extended, not have an expiry date extending beyond the date five
(5) days prior to the Termination Date.  Unless
otherwise expressly agreed by the Issuing Lender and the applicable Borrower when
a Letter of Credit is issued, (i) the rules of the “International Standby
Practices (ISP98)”, ICC Publication No. 59 in force as of January 1, 1999 (the “ISP”),
shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce (the “ICC”) at the
time of issuance (including the ICC decision published by the Commission on
Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.  No Issuing Lender shall at any time be
obligated to issue any Letter of Credit hereunder if (a) any order, judgment or
decree of any Governmental Authority or arbitrator shall by its terms purport
to enjoin or restrain such Issuing Lender from issuing such Letter of Credit,
(b) any Applicable Law applicable to such Issuing Lender or any request or
directive (whether or not having the force of law) from any Governmental Authority
having jurisdiction over such Issuing Lender shall prohibit, or request that
such Issuing Lender refrain from, the issuance of letters of credit generally
or such Letter of Credit in particular, (c) any Applicable Law applicable to
such Issuing Lender shall impose upon such Issuing Lender with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which
such Issuing Lender would not otherwise be compensated hereunder) which was not
in effect on the Closing Date and which such Issuing Lender in good faith deems
material to it, (d) any Applicable Law applicable to such Issuing Lender shall
impose upon such Issuing Lender with respect to such Letter of Credit any loss,
cost or expense (for which such Issuing Lender would not otherwise be
reimbursed hereunder) which was not applicable on the Closing Date and which
such Issuing Lender in good faith deems material to it, or (e) the issuance of
such Letter of Credit would violate one or more policies of the Issuing Lender.  References herein to “issue” and derivations
thereof with respect to Letters of Credit shall also include extensions or
modifications of any existing Letters of Credit, unless the context otherwise
requires.


SECTION
3.2  Procedure for Issuance of Letters
of Credit.


(a)           The Company, on behalf of any
Borrower, may from time to time request that any Issuing Lender issue a Letter
of Credit (or amend, extend or renew an outstanding Letter of Credit) by
delivering to such Issuing Lender  (with
a copy to the Administrative Agent) at the office of the Issuing Lender set
forth on Schedule 13.1 or such other office mutually acceptable



 42
 






 



to such Borrower and such Issuing Lender an L/C
Application therefor, completed to the satisfaction of such Issuing Lender and
signed by a Responsible Officer. The L/C Application must be received by the
relevant Issuing Lender (and the Administrative Agent) by no later than 11:00
a.m. Atlanta time at least two (2) Business Days (or such later date and time
as the relevant Issuing Lender may agree in a particular instance in its sole
discretion) prior to the requested issuance date (or requested amendment,
extension or renewal date).  In the case
of a request for an initial issuance of a Letter of Credit, the L/C Application
shall specify in form and detail satisfactory to the relevant Issuing Lender:
(A) the proposed issuance date of the requested Letter of Credit (which shall
be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D)
the name and address of the beneficiary thereof; (E) the documents to be
presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (G) the Applicable Currency; (H) the name of the Borrower
account party and (I) such other matters as the relevant Issuing Lender
may require.  In the case of a request
for an amendment of any outstanding Letter of Credit, the L/C Application shall
specify in form and detail satisfactory to the relevant Issuing Lender:
(A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the relevant Issuing
Lender may require.


(b)           Promptly after receipt of any L/C
Application, the relevant Issuing Lender will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a
copy of such L/C Application from the applicable Borrower and, if not, the
relevant Issuing Lender will provide the Administrative Agent with a copy
thereof.  Upon receipt by the relevant
Issuing Lender of confirmation from the Administrative Agent that the requested
issuance or amendment is permitted in accordance with the terms hereof, then,
subject to the terms and conditions hereof, the relevant Issuing Lender shall,
on the requested date, issue a Letter of Credit for the account of such
Borrower or enter into the applicable amendment, as the case may be, in each
case in accordance with the relevant Issuing Lender’s usual and customary
business practices.


(c)           Promptly after its delivery of any
Letter of Credit or any amendment to a Letter of Credit to an advising bank
with respect thereto or to the beneficiary thereof, the relevant Issuing Lender
will also deliver to the applicable Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.


(d)           On the last Business Day of each
calendar quarter, each Issuing Lender (or the Administrative Agent if the
Administrative Agent agrees to undertake such action) shall report to each
Lender all Letters of Credit issued by it during the previous calendar quarter
and the average daily undrawn and unexpired amounts for all Letters of Credit
for each day in such calendar quarter.


SECTION
3.3  Fees and Other Charges.


(a)           Each Borrower agrees to pay to the
Administrative Agent, for the account of each Issuing Lender and the L/C
Participants, a letter of credit fee (the “L/C Fee”) with respect to
each Letter of Credit requested by the Company on behalf of such Borrower and
issued by such Issuing Lender in an amount equal to the Applicable Percentage
for L/C Fee times the average



 43
 






 



daily undrawn amount of such issued Letters of Credit
as reported by such Issuing Lender (or the Administrative Agent) pursuant to Section
3.2.  Such
fee shall be payable quarterly in arrears on the last Business Day of each
calendar quarter, commencing on the first of such dates to occur after the
Closing, and on the Termination Date. 
Subject to Section 11.3, (x) in the case of any Event of
Default under Section 11.1(a), (b), (d)(i), (g), (h),
(i), (j), (m), (n) and (o), unless otherwise
agreed by the Required Lenders, upon the occurrence and during the continuance
of such Event of Default, the L/C Fee shall accrue at a rate per annum equal to
two percent (2%) in excess of the rate then applicable for the L/C Fee, and (y)
in the case of any other Event of Default, at the option of the Required
Lenders exercised by written notice to the Company, upon the occurrence and
during the continuance of such Event of Default, the L/C Fee shall accrue at a
rate per annum equal to two percent (2%) in excess of the rate then applicable
for the L/C Fee.


(b)           The Administrative Agent shall, promptly
following its receipt thereof, distribute to each Issuing Lender and the L/C
Participants the L/C Fees received by such Issuing Lender in accordance with
their respective Revolving Credit Commitment Percentages.


(c)           In addition to the L/C Fees, each Borrower
agrees to pay to the relevant Issuing Lender that has issued a Letter of Credit
at the request of the Company, on behalf of such Borrower, for such Issuing
Lender’s own account without sharing by the other Lenders, (i) a fronting
fee of 0.125% per annum on the aggregate stated amount of such Letter of
Credit, due and payable quarterly in arrears on the last Business Day of each
calendar quarter, commencing on the first of such dates to occur after the
Closing Date, and on the Termination Date, and (ii) the normal issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the relevant Issuing Lender relating to such Letter of Credit as
from time to time in effect, due and payable on demand therefor by the relevant
Issuing Lender.


SECTION
3.4  L/C Participations.


(a)           Each Issuing Lender irrevocably
agrees to grant and hereby grants to each L/C Participant, and, to induce such
Issuing Lender to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Issuing Lender, on the terms and conditions hereinafter stated, for such
L/C Participant’s own account and risk, an undivided interest equal to such L/C
Participant’s Revolving Credit Commitment Percentage in such Issuing Lender’s
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by such Issuing Lender thereunder.  Each L/C Participant unconditionally and
irrevocably agrees with each Issuing Lender that, if a draft is paid under any
Letter of Credit for which such Issuing Lender is not reimbursed in full by the
Borrowers in accordance with the terms of this Agreement, such L/C Participant
shall pay to such Issuing Lender upon demand at such Issuing Lender’s address
for notices specified herein an amount equal to such L/C Participant’s
Revolving Credit Commitment Percentage of the amount of such draft, or any part
thereof, which is not so reimbursed.


(b)           Upon becoming aware of any amount required
to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a)
in respect of any unreimbursed portion of any payment made by such Issuing
Lender under any Letter of Credit, the Administrative Agent shall notify each
L/C Participant of the amount and due date of such required payment and such
L/C Participant shall pay to such Issuing Lender the amount specified on the
applicable due date.  If



 44
 






 



any such amount is paid to such Issuing Lender after
the date such payment is due, such L/C Participant shall pay to such Issuing
Lender on demand, in addition to such amount, the product of (i) such
amount, times (ii) the daily average Federal Funds Rate as
determined by the Administrative Agent during the period from and including the
date such payment is due to the date on which such payment is immediately
available to such 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.  With
respect to payment to any Issuing Lender of the unreimbursed amounts described
in this Section 3.4(b), if the L/C Participants receive notice that any
such payment is due (A) prior to 1:00 p.m. (Atlanta time) on any Business Day,
such payment shall be due that Business Day, and (B) after 1:00 p.m. (Atlanta
time) on any Business Day, such payment shall be due on the following Business
Day.


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


SECTION
3.5  Reimbursement Obligation of the
Borrowers; Limitation on Liability.


(a)           Reimbursement Obligation of the
Borrowers.  Each Borrower agrees to
reimburse each Issuing Lender on each date such Issuing Lender notifies the
Company, on behalf of such Borrower, of the date and amount of a draft paid
under any Letter of Credit requested by the Company, on behalf of such
Borrower, for the amount of (i) such draft so paid and (ii) any
taxes, fees, charges or other costs or expenses incurred by any Issuing Lender
in connection with such payment.  Each
such payment shall be made to any Issuing Lender at its address for notices
specified herein in lawful money of the United States and in immediately
available funds.  Interest shall be
payable on any and all amounts remaining unpaid by any Borrower under this Article
III from the date such amounts become payable (which date shall be the date
such draft is paid, whether at stated maturity, by acceleration or otherwise)
until payment in full at the rate which would be payable on any outstanding
Base Rate Loans which were then overdue. 
If any Borrower fails to timely reimburse such Issuing Lender on the
date the Company, on behalf of such Borrower, receives the notice referred to
in this Section 3.5, such Borrower shall be deemed to have timely given
a Notice of Revolving Credit Borrowing pursuant to Section 2.2 to the
Administrative Agent requesting the Lenders to make a Base Rate Loan on such
date in an amount equal to the amount of such draft paid, together with any
taxes, fees, charges or other costs or expenses incurred by any Issuing Lender
and to be reimbursed pursuant to this Section 3.5 and, regardless
of whether or not the conditions precedent specified in Article VI have
been satisfied, the Lenders shall make Base Rate Loans in such amount, the
proceeds of which shall be applied to reimburse such Issuing Lender for the
amount of the related drawing and costs and expenses.  Notwithstanding the foregoing, nothing in
this Section 3.5 shall obligate



 45
 






 



the Lenders to make such Base Rate Loans if the making
of such Base Rate Loans would violate the automatic stay under federal
bankruptcy laws.


(b)           Limitation on Liability of
Borrowers for Reimbursement Obligations. 
Notwithstanding anything in this Section 3.5 or in any other
provision of this Agreement or any other Loan Document to the contrary, the
obligations of the Borrowers (other than the Company) to reimburse the Lenders
for any drawings under any Letters of Credit or for any taxes, fees, charges or
other costs or expenses incurred by any Issuing Lender in connection with the
payment of any drafts by the Issuing Lender with respect to any Letters of
Credit are several and not joint and several obligations of the Borrowers.  Accordingly, no Borrower (other than the
Company) shall be obligated to reimburse the Lenders for any drawings under
Letters of Credit that were not requested by such Borrower (or by the Company
on behalf of such Borrower), or for any taxes, fees, charges or other costs or
expenses incurred by any Issuing Lender in connection with the payment of any
drafts relating to Letters of Credit that were not requested by such Borrower
or by the Company on behalf of such Borrower. 
The Company shall be jointly and severally liable to reimburse the
Lenders for any drawings under any Letters of Credit and for any taxes, fees,
charges or other costs or expenses incurred by any Issuing Lender in connection
with the payment of any drafts by the Issuing Lender with respect to any
Letters of Credit.


SECTION
3.6  Obligations Absolute.


Each Borrower’s obligations under this Article III
(including without limitation the Reimbursement Obligation) shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances, including the following:


(i)            any lack of validity or
enforceability of such Letter of Credit, this Agreement, or any other agreement
or instrument relating thereto;


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


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


(iv)          any payment by the applicable Issuing
Lender under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the Issuing Lender under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for



 46
 






 



the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or


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


No Issuing Lender shall 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 caused by such Issuing Lender’s gross
negligence or willful misconduct as determined by a final non-appealable
decision of a court of competent jurisdiction. 
Each Borrower agrees that any action taken or omitted by any Issuing
Lender 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 such Borrower and shall not result in any liability of any
Issuing Lender to such Borrower.  The
responsibility of each Issuing Lender to such 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 in
conformity with such Letter of Credit. 
Each Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim
of noncompliance with the applicable Borrower’s instructions or other
irregularity, such Borrower will promptly notify the applicable Issuing
Lender.  Each Borrower shall be
conclusively deemed to have waived any such claim against the applicable
Issuing Lender and its correspondents unless such notice is given as aforesaid.


SECTION
3.7  Effect of L/C Application.


To the extent that any provision of any L/C
Application related to any Letter of Credit is inconsistent with the provisions
of this Article III, the provisions of this Article III shall
apply.


ARTICLE IV


GENERAL LOAN PROVISIONS


SECTION
4.1  Interest.


(a)           Interest Rate Options.  Subject to the provisions of this Section
4.1, at the election of a Borrower, the aggregate principal balance of any
Revolving Credit Loans shall bear interest at (i) the Base Rate or
(ii) the Offshore Rate plus the Applicable Percentage for Offshore
Rate Loans; provided that (A) such interest rate shall be increased by
any amount required pursuant to Section 4.1(f) and (B) Offshore Rate
Loans shall not be available until three (3) Business Days after the Closing
Date.  Such Borrower shall select the
rate of interest, Interest Period, if any, and Applicable Currency, in the case
of an Offshore Currency Loan, applicable to any Revolving Credit Loan at the
time a Notice of Revolving Credit Borrowing is given pursuant to Section 2.2,
or at the time a Notice of Conversion/Continuation is given pursuant to Section
4.2.  Each Revolving Credit Loan,
Swingline Loan, or portion thereof bearing interest based on the Base



 47
 






 



Rate shall be a “Base Rate Loan,” and each Revolving
Credit Loan or portion thereof bearing interest based on the Offshore Rate
shall be an “Offshore Rate Loan.” Any Revolving Credit Loan or any portion
thereof as to which the Company, on behalf of a Borrower, requesting such
Revolving Credit Loan has not duly specified an interest rate as provided
herein shall be deemed a Base Rate Loan. 
A Competitive Bid Loan will bear interest at the Competitive Bid Rate
specified in the Competitive Bid accepted by the Borrower with respect to such
Competitive Bid Loan.  Swingline Loans
shall bear interest at the Swingline Rate.


(b)           Interest Periods.  In connection with each Offshore Rate Loan
and each Competitive Bid Loan, the Company, on behalf of a Borrower, by giving
notice at the times described in Section 4.1(a), shall elect an interest
period (each, an “Interest Period”) to be applicable to such Revolving
Credit Loan or such Competitive Bid Loan, which Interest Period shall, unless
otherwise agreed by the Administrative Agent and the Lenders, be a period of
one (1), two (2), three (3), or, if available to all Lenders for the requested
Available Currency, six (6) months with respect to each Offshore Rate Loan, a
period of seven (7) days to 180 days with respect to each Dollar Competitive
Bid Loan and a period of seven (7) to sixty (60) days with respect to Offshore
Currency Competitive Bid Loans; provided that


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


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


(iii)          any Interest Period with respect to an
Offshore Rate Loan that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of
the relevant calendar month at the end of such Interest Period;


(iv)          no Interest Period shall extend beyond
the Termination Date of the facility under which the Loan with respect to which
such Interest Period relates was made; and


(v)           there shall be no more than twelve
(12) Offshore Rate Loans (exclusive of Competitive Bid Loans) outstanding
hereunder at any time (it being understood that, for purposes hereof, Offshore
Rate Loans with different Interest Periods shall be considered as separate
Offshore Rate Loans, even if they begin on the same date, although borrowings,
extensions and conversions may, in accordance with the provisions hereof, be
combined by a Borrower at the end of existing Interest Periods to constitute a
new Offshore Rate Loan with a single Interest Period).



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(c)           Default Rate, etc.  Subject to Section 11.3, (x) in
the case of any Event of Default under Section 11.1(a), (b), (d)(i),
(g), (h), (i), (j), (m), (n) and (o),
unless otherwise agreed by the Required Lenders, upon the occurrence and during
the continuance of such Event of Default, (i) the Company, on behalf of
the Borrowers, shall no longer have the option to request Offshore Rate Loans,
(ii) all outstanding Offshore Rate Loans shall bear interest at a rate per
annum equal to two percent (2%) in excess of the rate then applicable to such
Offshore Rate Loans until the end of the applicable Interest Period and
thereafter at a rate equal to two percent (2%) in excess of the rate then
applicable to Base Rate Loans, (iii) all outstanding Base Rate Loans shall
bear interest at a rate per annum equal to two percent (2%) in excess of the
rate then applicable to Base Rate Loans and (iv) each outstanding Competitive
Bid Loan shall bear interest at a rate per annum equal to two percent (2%) in
excess of the rate then applicable to such Competitive Bid Loan and (y) in the
case of any other Event of Default, at the option of the Required Lenders
exercised by written notice to the Company, upon the occurrence and during the
continuance of such Event of Default, (i) the Company, on behalf of the
Borrowers, shall no longer have the option to request Offshore Rate Loans,
(ii) all outstanding Offshore Rate Loans shall bear interest at a rate per
annum equal to two percent (2%) in excess of the rate then applicable to such
Offshore Rate Loans until the end of the applicable Interest Period and
thereafter at a rate equal to two percent (2%) in excess of the rate then
applicable to Base Rate Loans, (iii) all outstanding Base Rate Loans shall
bear interest at a rate per annum equal to two percent (2%) in excess of the
rate then applicable to Base Rate Loans and (iv) each outstanding Competitive
Bid Loan shall bear interest at a rate per annum equal to two percent (2%) in
excess of the rate then applicable to such Competitive Bid Loan.  To the greatest extent permitted by law,
interest shall continue to accrue on the amount of Loans outstanding after the
filing by or against a Borrower of any petition seeking any relief in
bankruptcy or under any act or law pertaining to insolvency or debtor relief,
whether state, federal or foreign.


(d)           Interest Payment and Computation.  Interest on each Base Rate Loan shall be
payable in arrears on the last Business Day of each calendar quarter commencing
on the first of such dates to occur after the Closing Date, and interest on
each Offshore Rate Loan and each Competitive Bid Loan shall be payable on the
last day of each Interest Period applicable thereto, and if such Interest
Period exceeds three (3) months, at the end of each three (3) month interval
during such Interest Period.  Interest on
all Loans and all fees payable hereunder shall be computed on the basis of a
360-day year and assessed for the actual number of days elapsed; provided
that interest on Loans bearing interest at a rate based upon the Base Rate
shall be computed on the basis of a 365- or 366-day year, as applicable.  Interest on each Swingline Loan shall be
payable in arrears on the last Business Day of each calendar quarter,
commencing on the first of such dates to occur after the Closing Date.


(e)           Maximum Rate.  In no contingency or event whatsoever shall
the aggregate of all amounts deemed interest hereunder or under any of the
Notes charged or collected pursuant to the terms of this Agreement or pursuant
to any of the Notes exceed the highest rate permissible under any Applicable
Law which a court of competent jurisdiction shall, in a final determination,
deem applicable hereto.  In the event
that such a court determines that the Lenders have charged or received interest
hereunder in excess of the highest applicable rate, the rate in effect
hereunder shall automatically be reduced to the maximum rate permitted by
Applicable Law and the Lenders shall at the Administrative Agent’s option
(i) promptly refund to the Borrowers any interest received by Lenders in
excess of the maximum lawful rate or (ii) shall apply such excess



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to the principal balance of the Obligations.  It is the intent hereof that the Borrowers
not pay or contract to pay, and that neither the Administrative Agent nor any
Lender receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by the Borrowers under
Applicable Law.


(f)            Mandatory Costs.  In the case of a Revolving Credit Loan that
is an Offshore Currency Loan, the otherwise applicable interest rate determined
pursuant to Section 4.1(a) shall be increased by the Mandatory Cost, if
any, of the applicable Lender associated with such Loan, computed in the manner
set forth in Schedule 4.1(f) attached hereto.


(g)           Determination of Rates.  The Administrative Agent shall determine each
interest rate applicable to the Loans hereunder as follows:  (i) on the same Business Day of the date
of borrowing for each Base Rate Loan and (ii) two (2) Business Days before
the date of borrowing of (A) each Offshore Rate Loan denominated in Dollars and
(B) each Offshore Currency Loan.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of such
rate in writing (or by telephone, promptly confirmed in writing).  Any such determination shall be conclusive
and binding for all purposes, absent manifest error.


SECTION
4.2  Conversion and Continuation of
Revolving Credit Loans.


Provided that no Default or Event of Default has
occurred and is then continuing, and subject to the terms of this Agreement,
any Borrower shall have the option (a) to convert all or any portion of its
outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any
whole multiple of $500,000 in excess thereof into one or more Offshore Rate
Loans denominated in Dollars or an Offshore Currency and (b)(i) to convert all
or any part of its outstanding Offshore Rate Loans in a principal amount equal
to $500,000 or a whole multiple of $100,000 in excess thereof into Base Rate Loans
denominated in Dollars or (ii) to continue Offshore Rate Loans, whether
denominated in Dollars or Offshore Currency Loans, as Offshore Rate Loans in
the same currency for an additional Interest Period; provided that if
any conversion or continuation is made on a day other than the last day of any
Interest Period, such Borrower shall pay any amount required to be paid
pursuant to Section 4.9 hereof. Whenever a Borrower desires to convert
or continue Revolving Credit Loans or Swingline Loans as provided above, the
Company, on behalf of such Borrower, shall give the Administrative Agent
irrevocable prior written notice in the form attached as Exhibit F (a “Notice
of Conversion/Continuation”) not later than 11:00 a.m. (Atlanta time) three
(3) Business Days before the day on which a proposed conversion or continuation
of such Revolving Credit Loan or Swingline Loan is to be effective (except in
the case of a conversion of an Offshore Rate Loan denominated in Dollars to a
Base Rate Loan, in which case same day notice not later than 11:00 a.m.
(Atlanta time) by the Borrower shall be sufficient) specifying (A) the
Revolving Credit Loans or Swingline Loans to be converted or continued, the
facility under which such Loans were made and, in the case of any Offshore Rate
Loan to be converted or continued, the last day of the Interest Period
therefor, (B) the effective date of such conversion or continuation (which
shall be a Business Day), (C) the principal Dollar Equivalent amount of
such Revolving Credit Loans to be converted or continued, (D) the Interest
Period to be applicable to such converted or continued Offshore Rate Loan and
(E) in the case of any continued Offshore Rate Loan which is an Offshore
Currency Loan, the Applicable Currency. 
The Administrative Agent shall promptly notify the Lenders of such
Notice of Conversion/Continuation.



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SECTION
4.3  Fees.


(a)           Facility Fee.  The Company agrees to pay to the
Administrative Agent, for the account of the Lenders, a non-refundable facility
fee (the “Facility Fee”) at a rate per annum equal to the Applicable
Percentage for Facility Fee for the Revolving Credit Facility on the average
daily amount of the Aggregate Revolving Credit Commitment during the applicable
period, regardless of usage.  The
Facility Fee shall apply to the period commencing on the Closing Date and
ending on the termination of the Aggregate Revolving Credit Commitment and
shall be payable in arrears on the last Business Day of each calendar quarter
for the immediately preceding calendar quarter (or portion thereof), beginning
with the first such date to occur after the Closing Date.  Such Facility Fee shall be distributed by the
Administrative Agent to the Lenders pro  rata in accordance with
the Lenders’ respective Revolving Credit Commitment Percentage.


(b)           Administrative Fees.  The Company agrees to pay to the
Administrative Agent, for its own account, the fees referred to in the
Administrative Agent’s Fee Letter.


SECTION
4.4  Manner of Payment.


Each payment by a Borrower on account of the principal
of or interest on the Loans or of any fee (including any L/C Fees relating to
an Letter of Credit denominated in an Offshore Currency), commission or other
amounts (including the Reimbursement Obligation) payable to the Lenders under
this Agreement or any Note shall be made on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent’s
Office for the account of the Lenders (other than as set forth in the next
sentence below), in Dollars (other than as set forth below), in immediately
available funds and shall be made without any set-off, counterclaim or
deduction whatsoever.  Payment of
principal of, interest on or any other amount relating to any Offshore Currency
Loan shall be made in the Offshore Currency in which such Loan is denominated
or payable.  Such payments, if
denominated in Dollars, shall be made no later than 2:00 p.m. (Atlanta time) on
the relevant date and, if denominated in an Offshore Currency, by such time as
the Administrative Agent may determine to be necessary for such funds to be
credited on such date in accordance with normal banking practices in the place
of payment.  Any payment denominated in
Dollars received after 1:00 p.m. (Atlanta time) but before 2:00 p.m. (Atlanta
time) on a due date shall be deemed a payment on such date for the purposes of Section
11.1, but for all other purposes shall be deemed to have been made on the
next succeeding Business Day.  Any
payment denominated in Dollars received after 2:00 p.m. (Atlanta time), or any
payment denominated in an Offshore Currency received after the relevant time
determined by the Administrative Agent, shall be deemed to have been made on
the next succeeding Business Day for all purposes. Each payment to the
Administrative Agent of the L/C Fees shall be made in like manner, but for the
account of the Issuing Lenders and the L/C Participants.  Each payment to the Administrative Agent of
Administrative Agent’s fees or expenses shall be made for the account of the
Administrative Agent and any amount payable to any Lender under Section 2.5,
2.6, 4.8, 4.9, 4.10, 4.11 or 13.2 shall
be paid to the Administrative Agent for the account of the applicable
Lender.  The Administrative Agent shall
distribute any such payments received by it for the account of any other Lender
to such Lender promptly following receipt thereof and shall wire advice of the
amount of such credit to such Lender. 
Subject to Section 4.l(b)(ii), if any payment under this
Agreement or any Note shall be specified



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to be made upon a day
which is not a Business Day, it shall be made on the next succeeding day which
is a Business Day and such extension of time shall in such case be included in
computing any interest if payable along with such payment.


SECTION
4.5  Crediting of Payments and
Proceeds.


In the event that any Borrower shall fail to pay any
of the Obligations when due and the Obligations have been accelerated pursuant
to Section 11.2, all payments received by the Lenders upon the Notes and
the other Obligations and all net proceeds from the enforcement of the
Obligations of such Borrower shall be applied first to all expenses then due
and payable by such Borrower hereunder, then to all indemnity obligations then
due and payable by such Borrower hereunder, then to all Administrative Agent’s
fees then due and payable allocable to such Borrower, then to all commitment
and other fees and commissions then due and payable allocable to such Borrower,
then to accrued and unpaid interest on the Notes issued by such Borrower and
L/C Fees owing from such Borrower, then to the principal amount of the Notes
and Reimbursement Obligations of such Borrower and then to the cash collateral
account described in Section 11.2(b) hereof to the extent of any L/C
Obligations of such Borrower then outstanding, in that order (in each case, if
applicable, pro rata in accordance with all such amounts due).


SECTION
4.6  Adjustments.


If any Lender (a “Benefited Lender”) shall at
any time receive any payment of all or part of the Obligations owing to it, or
interest thereon, or if any Lender shall at any time receive any collateral in
respect to the Obligations owing to it (whether voluntarily or involuntarily,
by set- off or otherwise) in a greater proportion than any such payment to and
collateral received by any other Lender, if any, in respect of the Obligations
owing to such other Lender, or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders such portion of each such other Lender’s
Extensions of Credit, or shall provide such other Lenders with the benefits of
any such collateral, or the proceeds thereof, as shall be necessary to cause
such Benefited Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided that
if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefited Lender, such purchase shall be rescinded, and the
purchase price and benefits returned to the extent of such recovery, but
without interest.  Each Borrower agrees
that each Lender so purchasing a portion of another Lender’s Extensions of
Credit may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion.


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


(a)           The obligations of the Lenders under
this Agreement to make the Loans and issue or participate in Letters of Credit
are several and are not joint or joint and several.


(b)           Unless any Borrower or any Lender has
notified the Administrative Agent prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that such Borrower or such
Lender, as the case may be, will not make such payment, the



 52
 






 



Administrative Agent may assume that such Borrower or
such Lender, as the case may be, has timely made such payment and may (but
shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto.  If and to the extent that such payment was
not in fact made to the Administrative Agent in immediately available funds,
then:


(i)            if any Borrower failed to make such
payment, each Lender shall forthwith on demand repay to the Administrative
Agent the portion of such assumed payment that was made available to such
Lender in immediately available funds, together with interest thereon in
respect of each day from and including the date such amount was made available
by the Administrative Agent to such Lender to the date such amount is repaid to
the Administrative Agent in immediately available funds, at the Federal Funds
Rate from time to time in effect; and


(ii)           if any Lender failed to make such
payment, such Lender shall forthwith on demand pay to the Administrative Agent
the amount thereof in immediately available funds, together with interest
thereon for the period from the date such amount was made available by the
Administrative Agent to the applicable Borrower to the date such amount is
recovered by the Administrative Agent (the “Compensation Period”) at a
rate per annum equal to the Federal Funds Rate from time to time in
effect.  If such Lender pays such amount
to the Administrative Agent, then such amount shall constitute such Lender’s
Loan, as the case may be, included in the applicable Borrowing.  If such Lender does not pay such amount
forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent may make a demand therefor upon the applicable Borrower, and such
Borrower shall pay such amount to the Administrative Agent, together with
interest thereon for the Compensation Period at a rate per annum equal to the
rate of interest applicable to the applicable Borrowing.  Nothing herein shall be deemed to relieve any
Lender from its obligation to fulfill its Revolving Credit Commitment or to
prejudice any rights which the Administrative Agent or any Borrower may have
against any Lender as a result of any default by such Lender hereunder.


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


SECTION
4.8  Changed Circumstances.


(a)           Circumstances Affecting Offshore
Rate Availability.  If with respect
to any Interest Period: (i) the Administrative Agent or any Lender (after
consultation with the Administrative Agent) shall determine that for any reason
adequate and reasonable means do not exist for determining the Offshore Rate
for any requested Interest Period with respect to a proposed Offshore Rate Loan
or (ii) the Required Lenders reasonably determine (which determination
shall be conclusive) and notify the Administrative Agent that the LIBOR Rate
will not adequately and fairly reflect the cost to the Required Lenders of
funding Offshore Rate Loans for such Interest Period, then the Administrative
Agent shall forthwith give notice thereof to the Company.  Thereafter, until the Administrative Agent
notifies the Borrowers that such circumstances no longer exist, the obligation
of the Lenders to make Offshore Rate Loans and the right of the Borrowers to
convert any Revolving Credit Loan to or continue any Revolving Credit Loan as
an Offshore Rate Loan shall be suspended, and the Borrowers shall repay in full



 53
 






 



(or cause to be repaid in full) the then outstanding
principal amount of each such Offshore Rate Loan together with accrued interest
thereon, on the last day of the then current Interest Period applicable to such
Offshore Rate Loan or convert the then outstanding principal amount of each
such Offshore Rate Loan to a Base Rate Loan as of the last day of such Interest
Period (Offshore Currency Loans which are not repaid shall be redenominated and
converted into their Dollar Equivalent of Base Rate Loans in Dollars).


(b)           Laws Affecting Offshore Rate
Availability.  If, after the date
hereof, the introduction of, or any change in, any Applicable Law or any change
in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any of their respective
Lending Offices) with any request or directive (whether or not having the force
of law) issued after the date hereof of any such Governmental Authority,
central bank or comparable agency, shall make it unlawful or impossible for any
of the Lenders (or any of their respective Lending Offices) to honor its
obligations hereunder to make or maintain any Offshore Rate Loan, such Lender
shall promptly give notice thereof to the Administrative Agent and the
Administrative Agent shall promptly give notice to the Company and the other
Lenders.  Thereafter, until the
Administrative Agent notifies the Borrowers that such circumstances no longer
exist, (i) the obligations of the affected Lenders to make Offshore Rate
Loans and the right of the Borrowers to convert any Revolving Credit Loan of
the affected Lenders or continue any Revolving Credit Loan of the affected Lenders
as an Offshore Rate Loan shall be suspended and thereafter the Borrowers may
select only Base Rate Loans hereunder, (ii) if any of the Lenders may not
lawfully continue to maintain an Offshore Rate Loan to the end of the then
current Interest Period applicable thereto as an Offshore Rate Loan, the
applicable Offshore Rate Loan of the affected Lenders shall immediately be
converted to a Base Rate Loan for the remainder of such Interest Period
(Offshore Currency Loans shall be redenominated and converted into their Dollar
Equivalent of Base Rate Loans in Dollars) and the Borrowers shall pay any
amount required to be paid pursuant to Section 4.9 in connection
therewith and (iii) if any of the Lenders may not lawfully continue to
maintain a Competitive Bid Loan which bears interest at a rate based on the
Offshore Rate to the end of the then current Interest Period applicable thereto
at such rate of interest, such Competitive Bid Loan of the affected Lender
shall immediately be converted to a Base Rate Loan for the remainder of such
Interest Period.  The Borrowers shall
repay the outstanding principal amount of any Competitive Bid Loans converted
into Base Rate Loans in accordance with clause (iii) of this Section
4.8(b), together with all accrued but unpaid interest thereon and any
amount required to be paid pursuant to Section 4.9 hereof, on the
last day of the Interest Period applicable to such Competitive Bid Loans.


(c)           Increased Costs.  If, after the date hereof, the introduction
of, or any change in, any Applicable Law, or in the interpretation or
administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any of the Lenders (or any of their respective Lending Offices)
with any request or directive (whether or not having the force of law) issued
after the date hereof of such Governmental Authority, central bank or
comparable agency:


(i)            shall subject any of the Lenders (or
any of their respective Lending Offices) to any tax, duty or other charge with
respect to any Note, Letter of Credit or L/C Application or shall change the
basis of taxation of payments to any of the Lenders (or



 54
 






 



any of their respective
Lending Offices) of the principal of or interest on any Note, Letter of Credit
or L/C Application or any other amounts due under this Agreement in respect
thereof (except for taxes of the type excluded from the indemnity provided for
in Section 4.11(a)); or


(ii)           shall impose, modify or deem
applicable any reserve (including, without limitation, any imposed by the Board
of Governors of the Federal Reserve System, other than any reserve included in
the Eurodollar Reserve Percentage), special deposit, insurance or capital or
similar requirement against assets of, deposits with or for the account of, or
credit extended by any of the Lenders (or any of their respective Lending
Offices) or shall impose on any of the Lenders (or any of their respective
Lending Offices) or the foreign exchange and interbank markets any other
condition affecting any Note;


and the result of any event of the kind described in
the foregoing clause (i) or this clause (ii), is to
increase the costs to any of the Lenders of maintaining any Offshore Rate Loan,
Competitive Bid Loan or issuing or participating in Letters of Credit or to
reduce the yield or amount of any sum received or receivable by any of the
Lenders under this Agreement or under the Notes or any Letter of Credit or L/C
Application in respect of an Offshore Rate Loan or Letter of Credit, then such
Lender may promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify the Company, on behalf of the respective Borrower,
of such fact and demand compensation therefor and, within fifteen (15) days
after such notice by the Administrative Agent, such Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or
Lenders for such increased cost or reduction, provided that the
Borrowers shall not be required to compensate a Lender or the Issuing Lender
under this Section for any increased costs or reductions incurred more than 90
days prior to the date that such Lender or the Issuing Lender notifies the
Company of such increased costs or reductions and of such Lender’s or the
Issuing Lender’s intention to claim compensation therefor.  The Administrative Agent and the applicable
Lender will promptly notify the Company, on behalf of the respective Borrower,
of any event of which it has knowledge which will entitle such Lender to
compensation pursuant to this Section 4.8(c); provided that the
Administrative Agent shall incur no liability whatsoever to the Lenders or the
Borrowers in the event it fails to do so. 
The amount of such compensation shall be determined, in the applicable
Lender’s reasonable discretion, based upon the assumption that such Lender
funded its Aggregate Revolving Credit Commitment Percentage of the Offshore
Rate Loans, or the amount of any Competitive Bid Loans made by such Lender, in
the London interbank market and using any reasonable attribution or averaging
methods which such Lender deems appropriate and practical.  A certificate of such Lender setting forth in
reasonable detail the basis for determining such amount or amounts necessary to
compensate such Lender shall be forwarded to the respective Borrower through
the Administrative Agent and shall be conclusively presumed to be correct save
for manifest error.


SECTION
4.9  Indemnity.


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



 55
 






 



 


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


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


including any loss
or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained.  The Borrowers shall also pay any customary
administrative fees charged by such Lender in connection with the
foregoing.  For purposes of
calculating amounts payable by the Borrowers to the Lenders under this Section
4.9, each Lender shall be deemed
to have funded each Offshore Rate Loan made by it by a matching deposit or
other borrowing in the London Dollar interbank market for a comparable amount
and for a comparable period, whether or not such Offshore Rate Loan was in fact
so funded.


SECTION
4.10  Capital Requirements.


If either (a) the introduction of, or any change in,
or in the interpretation of, any Applicable Law after the date hereof or (b)
compliance with any guideline or request issued after the date hereof from any
central bank or comparable agency or other Governmental Authority (whether or
not having the force of law), has or would have the effect of reducing the rate
of return on the capital of, or has affected or would affect the amount of
capital required to be maintained by, any Lender or any corporation controlling
such Lender as a consequence of, or with reference to any Lender’s Revolving
Credit Commitment or with reference to the Swingline Lender’s Swingline Maximum
and other commitments of this type, below the rate which the Lender or such
other corporation could have achieved but for such introduction, change or
compliance, then within five (5) Business Days after written demand by any such
Lender, the Borrowers shall pay to such Lender from time to time as specified
by such Lender additional amounts sufficient to compensate such Lender or other
corporation for such reduction, provided that the Borrower shall not be
required to pay to such Lender such additional amounts under this Section for
any amount incurred as a result of such reduction more than 90 days prior to
the date that such Lender or the Issuing Lender notifies the Borrower of such
reduction and of such Lender’s or the Issuing Lender’s intention to claim
compensation therefor.  A certificate of
such Lender setting forth in reasonable detail the basis for determining such
amounts necessary to compensate such Lender shall be forwarded to the Borrowers
through the Administrative Agent and shall be conclusively presumed to be
correct save for manifest error.


SECTION
4.11  Taxes.


(a)           Payments Free and Clear.  Any and all payments by any Borrower
hereunder or under the Notes or the Letters of Credit shall be made free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholding, and all liabilities with respect
thereto excluding, (i) in the case of each Lender and the Administrative
Agent, income and franchise taxes imposed on (or measured by) its net income by
the United States of America or by the jurisdiction under the laws of which
such Lender or the



 56
 






 



Administrative Agent (as the case may be) is organized
or its principal office is located or is or should be qualified to do business
or any political subdivision thereof, or in the case of any Lender, in which
its applicable Lending Office is located (provided, however, that
no Lender shall be deemed to be located in any jurisdiction solely as a result
of taking any action related to this Agreement, the Notes or Letters of Credit)
and (ii) any branch profits tax imposed by the United States of America or
any similar tax imposed by any other jurisdiction described in clause (i)
above (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as “Taxes”).  If any Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or Letter of Credit to any Lender or the Administrative Agent, (A) the sum
payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 4.11) such Lender or the Administrative Agent (as
the case may be) receives an amount equal to the amount such party would have
received had no such deductions been made, (B) such Borrower shall make such
deductions, (C) such Borrower shall pay the full amount deducted to the
relevant taxing authority or other authority in accordance with applicable law,
and (D) such Borrower shall deliver to the Administrative Agent evidence of
such payment to the relevant taxing authority or other authority in the manner
provided in Section 4.11(d).  No
Borrower shall, however, be required to pay any amounts pursuant to clause (A)
of the preceding sentence to any Foreign Lender or the Administrative Agent not
organized under the laws of the United States of America or a state thereof (or
the District of Columbia) if such Foreign Lender or the Administrative Agent
fails to comply with the requirements of paragraph (e) of this Section
4.11.


(b)           Stamp and Other Taxes.  In addition, the Borrowers shall pay any
present or future stamp, registration, recordation or documentary taxes or any
other similar fees or charges or excise or property taxes, levies of the United
States or any state or political subdivision thereof or any applicable foreign
jurisdiction which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, the
Loans, the Letters of Credit, the other Loan Documents, or the perfection of
any rights or security interest in respect thereto (hereinafter referred to as “Other
Taxes”).


(c)           Indemnity.  Each Borrower shall indemnify each Lender and
the Administrative Agent for the full amount of Taxes and Other Taxes
(including, without limitation, any Taxes and Other Taxes imposed by any
jurisdiction on amounts payable under this Section 4.11) paid by
such Lender or the Administrative Agent (as the case may be) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. A certificate as to the amount of such payment or liability prepared
by a Lender or the Administrative Agent, absent manifest error, shall be
conclusive, provided that if the Borrowers reasonably believe that such
Taxes or Other Taxes were not correctly or legally asserted, such Lender or the
Administrative Agent (as the case may be) shall use reasonable efforts to
cooperate with the Borrowers, at the Borrowers’ expense, to obtain a refund of
such Taxes or Other Taxes.  Such
indemnification shall be made within thirty (30) days
from the date such Lender or the Administrative Agent (as the case may be)
makes written demand therefor.  If a
Lender or the Administrative Agent shall become aware that it is entitled to
receive a refund in respect of Taxes or Other Taxes, it promptly shall notify
the Company, on behalf of the respective Borrower, of the availability of such
refund and shall, within sixty (60) days after receipt of a request by the
Company, on behalf of such Borrower,



 57
 






 



pursue or timely claim such refund at such Borrower’s
expense.  If any Lender or the
Administrative Agent receives a refund in respect of any Taxes or Other Taxes
for which such Lender or the Administrative Agent has received payment from any
Borrower hereunder, it promptly shall repay such refund (plus interest
received, if any) to such Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by such Borrower under this Section
4.11 with respect to Taxes or Other Taxes giving rise to such refund), provided
that such Borrower, upon the request of such Lender or the Administrative
Agent, agrees to return such refund (plus any penalties, interest or other
charges required to be paid) to such Lender or the Administrative Agent in the
event such Lender or the Administrative Agent is required to repay such refund
to the relevant taxing authority. 
Nothing contained in this Section 4.11(c) shall 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).


(d)           Evidence of Payment.  Within thirty (30) days after the date of any
payment of Taxes or Other Taxes, the respective Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 13.1, the original
or a certified copy of a receipt evidencing payment thereof or other evidence
of payment satisfactory to the Administrative Agent.


(e)           Delivery of Tax Forms.  Each Foreign Lender shall deliver to the
Company (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed
documentation prescribed by applicable law or reasonably requested by the
Company as will permit all payments under this Agreement to be made without
withholding.  Without limiting the
generality of the foregoing, each Foreign Lender agrees that it will deliver to
the Administrative Agent and the Company (or in the case of a Participant, to
the Lender from which the related participation shall have been purchased) (i) two
(2) duly completed copies of Internal Revenue Service Form W-8ECI or W-8BEN, or
any successor form thereto, as the case may be, certifying in each case that
such Foreign Lender is entitled to receive payments made by any Borrower
hereunder and under the Notes payable to it, without deduction or withholding
of any United States federal income taxes and (ii) a duly completed
Internal Revenue Service Form W-8 or W-9, or any successor form thereto, as the
case may be, to establish an exemption from United State backup withholding
tax.  Each such Foreign Lender shall
deliver to the Company and the Administrative Agent such forms on or before the
date that it becomes a party to this Agreement (or in the case of a Participant,
on or before the date such Participant purchases the related
participation).  In addition, each such
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Lender. 
Each such Lender shall promptly notify the Company and the Administrative
Agent at any time that it determines that it is no longer in a position to
provide any previously delivered certificate to the Company (or any other form
of certification adopted by the U.S. taxing authorities for such purpose) which
notice shall create in Borrower the right to replace such Lender pursuant to Section
4.12 hereof.


(f)            Each Lender agrees upon the request
of the Company and at the Company’s expense to complete, accurately and in a
manner reasonably satisfactory to the Company and the Administrative Agent, and
to execute, arrange for any required certification of, and deliver to the
Company (with a copy to the Administrative Agent) (or to such government or
taxing authority as the Company or Administrative Agent reasonably directs),
any other form or document that may be required under the laws of any
jurisdiction outside the United States to allow the



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Company or any other Borrower to make a payment under
this Agreement or the other Loan Documents without any deduction or withholding
for or on account of any taxes of the type described in this Section 4.11
or with any such deduction or withholding for or on account of such taxes at a
reduced rate, in each case so long as such Lender is (i) legally entitled
to provide such certification and deliver such form or document and
(ii) such action is consistent with its overall tax policies and is not
otherwise, in the judgment of such Lender, impractical or disadvantageous in
any material respect to such Lender.


(g)           Notwithstanding any provision of this
Section 4.11 to the contrary, no Borrower shall have any obligation to
pay any taxes or to indemnify any Lender for such taxes pursuant to this Section
4.11 to the extent that such taxes result from (i) the failure of any
Lender to comply with its obligations pursuant to Section 4.11(f) or
(ii) any representation made on Form 1001, 4224 or W-8 or successor
applicable form or certification by any Lender incurring such taxes proving to
have been incorrect, false or misleading in any material respect when so made
or deemed to be made or (iii) such Lender changing its applicable Lending
Office to a jurisdiction in which such taxes arise, except to the extent in the
judgment of such Lender such change was required by the terms of this Agreement.


(h)           To the extent that the payment of any
Lender’s Taxes or Other Taxes by the Borrowers hereunder gives rise from time
to time to a Tax Benefit (defined below) to such Lender in any jurisdiction
other than the jurisdiction which imposed such Taxes or Other Taxes, such
Lender shall pay to the Borrowers the amount of each such Tax Benefit so
recognized or received.  The amount of
each Tax Benefit and, therefore, payment to the Borrowers will be determined
from time to time by the relevant Lender in its sole discretion, which
determination shall be binding and conclusive on all parties hereto.  Each such payment will be due and payable by
such Lender to the Borrowers within a reasonable time after the filing of the
tax return in which such Tax Benefit is recognized or, in the case of any tax
refund, after the refund is received; provided, however, if at
any time thereafter such Lender is required to rescind such Tax Benefit or such
Tax Benefit is otherwise disallowed or nullified, the Borrowers shall promptly,
after notice thereof from such Lender, repay to such Lender the amount of such
Tax Benefit previously paid to it by such Lender and which has been rescinded,
disallowed or nullified.  For purposes
hereof, the term “Tax Benefit” shall mean the amount by which any Lender’s
income tax liability for the taxable period in question is reduced below what
would have been payable had the Borrowers not been required to pay such Lender’s
taxes hereunder.


(i)            Survival.  Without prejudice to the survival of any
other agreement of the Borrower hereunder, the agreements and obligations of
the Borrowers contained in this Section 4.11 shall survive the
payment in full of the Obligations and the termination of the Revolving Credit
Commitment, but shall be limited in duration to the applicable statute of
limitations for Taxes or Other Taxes for which indemnification is sought.


SECTION
4.12  Mitigation of Obligations;
Replacement of Lenders.


(a)           If any Lender requests compensation
under Section 4.8, or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Sections 4.10 or 4.11, then such Lender shall
use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to



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assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the sole judgment of such
Lender, such designation or assignment (i) would eliminate or reduce
amounts payable under Sections 4.8, 4.10 or 4.11, as the
case may be,  in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all costs
and expenses incurred by any Lender in connection with such designation or
assignment.


(b)           If (i) any Lender requests
compensation under Section 4.8, (ii) any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Sections 4.10 or 4.11, (iii) any Lender
is unable to make Offshore Rate Loans for the reasons set forth in Section
2.18 or is unwilling to accept a proposed Designated Borrower because it is
unwilling or unable to obtain additional licenses or franchises to enable it to
make such requested Loan, (iv) any Lender defaults in its obligation to fund
Loans hereunder, or (v) any Lender does not consent to a proposed amendment,
waiver, consent or release with respect to any Loan Document that requires the
consent of each Lender and that has been approved by the Required Lenders then
the Company may, at its sole expense (including as to any assignment fees
payable in connection therewith) and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions set forth in Section
13.9 all its interests, rights and obligations under this Agreement (other
than any outstanding Competitive Bid Loans held by such Lender) to an assignee
that shall assume such obligations (which assignee may be another Lender); provided
that (A) the Company shall have received the prior written consent of the
Administrative Agent, which consent shall not be unreasonably withheld or
delayed, (B) such Lender shall have received payment of an amount equal to
the outstanding principal amount of all Loans (other than any outstanding
Competitive Bid Loans) owed to it, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (in the case of
such outstanding principal and accrued interest) and from the Company (in the
case of all other amounts), (C) in the case of a claim for compensation
under Section 4.8 or payments required to be made pursuant to Sections
4.10 or 4.11, such assignment will result in a reduction in such
compensation or payments, (D) in the case of an assignment and delegation
pursuant to clause (v) above, the applicable amendment, waiver,
consent or release can be effected as a result of the assignment contemplated
hereby (together with all other such assignments required by the Company to be
made pursuant hereto), and (E) such assignment does not conflict with
Applicable Laws.  A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Company to require such assignment and delegation cease to apply.


ARTICLE V


CLOSING; CONDITIONS OF CLOSING AND
BORROWING


SECTION
5.1  Conditions to Closing.


The obligations of the Lenders to close this Agreement
are subject to the satisfaction or waiver of each of the following conditions:


(a)           Executed Loan Documents.  This Agreement, the Revolving Credit Notes
(if any) and all other applicable Loan Documents shall have been duly
authorized, executed and



 60














 


delivered to the Administrative Agent by the parties
thereto, shall be in full force and effect and no  Default shall exist hereunder or thereunder.


(b)           Closing
Certificates; Etc.


(i)            Officers’
Certificates.  The Administrative
Agent shall have received a certificate from a Responsible Officer, in form and
substance reasonably satisfactory to the Administrative Agent, to the effect
that all representations and warranties of the Borrowers contained in this
Agreement and the other Loan Documents are true, correct and complete in all
material respects; that the Borrowers are not in violation of any of the
covenants contained in this Agreement and the other Loan Documents; that, after
giving effect to the transactions contemplated by this Agreement, no Default or
Event of Default has occurred and is continuing; and that each of the closing
conditions has been satisfied or waived (assuming satisfaction of the
Administrative Agent where not advised otherwise).


(ii)           General Certificates.  The Administrative Agent shall have received
a certificate of the secretary, assistant secretary of each Borrower certifying
as to the incumbency and genuineness of the signature of each officer of such
Borrower executing Loan Documents to which it is a party and certifying that attached
thereto is a true, correct and complete copy of (A) the articles of
incorporation, certificate of limited partnership, or certificate or articles
of formation, of such Borrower and all amendments thereto, certified as of a
recent date by the appropriate Governmental Authority in its jurisdiction of
incorporation or formation, (B) the bylaws, partnership agreement or operating
agreement of such Borrower as in effect on the date of such certifications, and
(C) resolutions duly adopted by the Board of Directors of such Borrower
authorizing, as applicable, the borrowings contemplated hereunder and the
execution, delivery and performance of this Agreement and the other Loan
Documents to which it is a party.


(iii)          Certificates of Good
Standing.  The Administrative Agent
shall have received certificates as of a recent date of the good standing of
the Borrowers under the laws of their respective jurisdictions of organization
and certificates as of a recent date of the good standing of each Borrower
under the laws of each other jurisdiction where such Borrower is qualified to
do business and where a failure to be so qualified could reasonably be expected
to have a Material Adverse Effect.


(iv)          Opinions of Counsel.  The Administrative Agent shall have received
opinions in form and substance reasonably satisfactory to the Administrative
Agent of internal and external counsel to the Company and any other Designated
Borrower, addressed to the Administrative Agent and the Lenders with respect to
the Borrowers, the Loan Documents and such other matters as the Administrative
Agent shall reasonably request.


(c)           Consents; Defaults.


(i)            Governmental and
Third Party Approvals.  The Borrowers
shall have obtained all approvals, authorizations and consents of any Person
and of all



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Governmental Authorities
and courts having jurisdiction necessary in order to enter into this Agreement
and the other Loan Documents as of the Closing Date.  Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified prohibiting or
imposing materially adverse conditions upon the transactions contemplated by
this Agreement and the other Loan Documents or otherwise referred to herein or
therein.


(ii)           No Event of Default.  No Default or Event of Default shall have
occurred and be continuing.


(d)           No Material Adverse
Effect.  Since December 31, 2005
nothing shall have occurred (and neither the Administrative Agent nor the
Lenders shall have become aware of any facts or conditions not previously
known) which has had, or could reasonably be expected to have, a Material
Adverse Effect.


(e)           Financial Matters.


(i)            Financial
Statements.  The Administrative Agent
shall have received and reviewed (A) the consolidated financial statements of
the Company and its Subsidiaries for the fiscal year ended December 31, 2005,
including balance sheets, income and cash flow statements audited by
independent public accountants of recognized national standing and prepared in
conformity with GAAP, and the consolidated financial statements of the Company
and its Subsidiaries for the fiscal quarter ending March 31, 2006, and (B) such
other financial information as the Administrative Agent may request.


(ii)           Payment at Closing.  The Borrowers shall have paid any accrued and
unpaid fees or commissions due hereunder (including, without limitation, legal
fees and expenses payable under Section 13.2, to the extent invoiced) to
the Administrative Agent and Lenders, and to any other Person such amount as
may be due thereto in connection with the transactions contemplated hereby,
including all taxes, fees and other charges in connection with the execution,
delivery, recording, filing and registration of any of the Loan Documents.


(f)            Litigation.  As of the Closing Date, there shall be no
actions, suits or proceedings pending or, to the best knowledge of any
Borrower, threatened (i) with respect to this Agreement or any other Loan
Document or (ii) which could reasonably be expected to have a Material
Adverse Effect.


(g)           Miscellaneous.


(i)            Proceedings and
Documents. All Loan Documents, opinions, certificates and other instruments
and all proceedings in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in form and substance to the
Administrative Agent.


(ii)           Accuracy and
Completeness of Information.  All
information taken as an entirety made available to the Administrative Agent
and/or the Lenders by the Borrowers or any of their representatives in
connection with the transactions contemplated hereby



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(“Information”) is
and will be complete and correct in all material respects as of the date made
available to the Administrative Agent and/or the Lenders and does not and will
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein not misleading.


SECTION
5.2  Conditions to All Extensions of
Credit.


The obligation of each Lender to make any Extension of
Credit hereunder (including the initial Extension of Credit to be made
hereunder) is subject to the satisfaction of the following conditions precedent
on the relevant borrowing or issue date, as applicable:


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


(b)           No Existing Default.  No Default or Event of Default shall have
occurred and be continuing hereunder on the date of such Extension of Credit,
both before and after giving effect to the Loans to be made on such date and/or
the Letters of Credit to be issued on such date.


(c)           Notice of Revolving
Credit Borrowing.  To the extent
applicable, the Administrative Agent shall have received a Notice of Revolving
Credit Borrowing and/or Notice of Swingline Borrowing from the Company on
behalf of the relevant Borrower in accordance with Section 2.2(a) or a
Competitive Bid Request in accordance with Section 2.5(a) and a Notice
of Account Designation specifying the account or accounts to which the proceeds
of any Loans made after the Closing Date are to be disbursed.


(d)           Borrower Joinder
Agreement Documents.  In the case of
any Loan to a new Designated Borrower, the Administrative Agent shall have
received a Borrower Joinder Agreement together with any other documents,
certificates, information or legal opinions from a Designated Borrower as
specified in Section 2.10 hereof.


The occurrence of the Closing Date and the acceptance
by any Borrower of the benefits of each Extension of Credit hereunder shall
constitute a representation and warranty by such Borrower to the Administrative
Agent and each of the Lenders that all the conditions specified in Sections
5.1 and 5.2 and applicable to such borrowing have been satisfied as
of that time or waived in writing by the Lenders.  All of the Notes, certificates, legal
opinions and other documents and papers referred to in Sections 5.1 and 5.2,
unless otherwise specified, shall be delivered to the Administrative Agent for
the benefit of each of the Lenders and, except for the Notes, in sufficient
counterparts or copies for each of the Lenders and shall be in form and
substance reasonably satisfactory to the Administrative Agent.



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ARTICLE VI


REPRESENTATIONS AND WARRANTIES OF
THE CREDIT PARTIES


SECTION
6.1  Representations and Warranties.


To induce the Administrative Agent and Lenders to
enter into this Agreement and to induce the Lenders to make Extensions of
Credit, each Borrower hereby represents and warrants to the Administrative
Agent and Lenders that:


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


(b)           Ownership.  Each Subsidiary of each of the Borrowers as
of the Closing Date is listed on Schedule 6.l(b).


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


(d)           Compliance of
Agreement, Loan Documents and Borrowing with Laws, Etc.  The execution, delivery and performance by
the Borrowers and their Subsidiaries of the Loan Documents to which each such
Person is a party, in accordance with their respective terms, the borrowings
hereunder and the transactions contemplated hereby do not and will not, by the
passage of time, the giving of notice or otherwise, (i) require any of the
Borrowers or any of their Subsidiaries to obtain any Governmental Approval or
approval of any other Person not otherwise already obtained or violate any
Applicable Law relating to the Borrowers or any of their Subsidiaries,
(ii) conflict with, result in a breach of or constitute a default under
the articles of incorporation, bylaws or other organizational documents of the
Borrowers or any of their Subsidiaries or any indenture or other material
agreement or instrument to which such Person is a party or by which any of its
properties may be bound or any Governmental Approval relating to such Person
except as could not reasonably be expected to have a Material Adverse Effect,
or (iii) result in or require the creation or imposition of any material
Lien (other than a Lien



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permitted under Section 9.2) upon or with
respect to any property now owned or hereafter acquired by such Person.


(e)           Compliance with Law;
Governmental Approvals.  Each of the
Borrowers and their respective Subsidiaries (i) has all Governmental
Approvals required by any Applicable Law for it to conduct its business, each
of which is in full force and effect, is final and not subject to review on
appeal and is not the subject of any pending or, to the best of the Borrowers’
knowledge, threatened attack by direct or collateral proceeding, except where
the failure to have such Governmental Approval could not reasonably be expected
to have a Material Adverse Effect, and (ii) is in compliance with each
Governmental Approval applicable to it and in compliance with all other
Applicable Laws relating to it or any of its respective properties; in each
case, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.


(f)            Tax Returns and
Payments.  Each of the Borrowers and
their respective Subsidiaries has timely filed or caused to be filed all
federal and state, local and other tax returns required by Applicable Law to be
filed, and has paid, or made adequate provision for the payment of, all federal
and state, local and other taxes, assessments and governmental charges or
levies upon it and its property, income, profits and assets which are due and
payable, except taxes (i) that are being contested in good faith by
appropriate proceedings and for which such Borrower or Subsidiary, as
applicable, has set aside on its books adequate reserves or (ii) to the
extent the failure to do so could not reasonably be expected to have a Material
Adverse Effect.  No Governmental
Authority has asserted any material Lien or other claim against the Borrowers
or any Subsidiary thereof with respect to unpaid taxes which has not been
discharged or resolved.  The charges,
accruals and reserves on the books of each of the Borrowers and any of their
respective Subsidiaries in respect of federal and all material state, local and
other taxes are, in the judgment of the Borrowers, adequate, and the Borrowers
do not anticipate any material additional taxes or assessments for any of the
periods reflected on such books.


(g)           Intellectual
Property Matters.  Each of the
Borrowers and its Subsidiaries owns or possesses rights to use all franchises,
licenses, copyrights, copyright applications, patents, patent rights or
licenses, patent applications, trademarks, trademark rights, trade names, trade
name rights, copyrights and rights with respect to the foregoing which are
required to conduct its business except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.  No event has occurred which, to the knowledge
of the Borrowers, permits, or after notice or lapse of time or both would
permit, the revocation or termination of any such rights, and, to the knowledge
of the Borrowers, neither the Borrowers nor any Subsidiary thereof is liable to
any Person for infringement under Applicable Law with respect to any such
rights as a result of its business operations, except as could not reasonably
be expected to have a Material Adverse Effect.


(h)           Environmental
Matters.  Except as set forth on Schedule
6.1(h) (and only to the extent described therein) or as could not
reasonably be expected to have a Material Adverse Effect:


(i)            The properties of the
Borrowers and their Subsidiaries (including soils, surface waters, groundwaters
on, at or under such properties) do not contain and are not



 65
 






 



otherwise affected by,
and to the Borrowers’ knowledge have not previously contained or been affected
by, any Hazardous Materials in amounts or concentrations which
(A) constitute or constituted a violation of applicable Environmental Laws
or (B) could give rise to liability or obligation under applicable
Environmental Laws;


(ii)           The properties of the
Borrowers and their Subsidiaries and all operations conducted in connection
therewith are in compliance, and have been in compliance, with all applicable
Environmental Laws, and there are no Hazardous Materials at, under or about
such properties or such operations which could reasonably be expected to
interfere with the continued operation of such properties;


(iii)          The Borrowers and their
Subsidiaries have obtained, are in compliance with, and have made all
appropriate filings for issuance or renewal of, all permits, licenses, and
other governmental consents required by applicable Environmental Laws (“Environmental
Permits”), and all such Environmental Permits are in full force and effect;


(iv)          Neither any of the
Borrowers nor any Subsidiary thereof has received any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding environmental
matters or compliance with Environmental Laws, nor do the Borrowers have
knowledge or reason to believe that any such notice will be received or is
being threatened;


(v)           To the knowledge of the
Borrowers, Hazardous Materials have not been transported or disposed of from
the properties of the Borrowers or any of their Subsidiaries in violation of,
or in a manner or to a location which could reasonably be expected to give rise
to liability under, Environmental Laws, nor, to the knowledge of the Borrowers,
have any Hazardous Materials been generated, treated, stored or disposed of at,
on or under any of such properties in violation of, or in a manner which could
reasonably be expected to give rise to liability under, any Environmental Laws;


(vi)          No judicial proceedings
or governmental or administrative action is pending, or, to the knowledge of
the Borrowers, threatened, under any Environmental Law to which any of the
Borrowers or any Subsidiary thereof has been or will be named as a party, nor
are there any consent decrees or other decrees, consent orders, administrative
orders or other orders, or other administrative or judicial requirements
outstanding under any Environmental Law with respect to the properties or
operations of the Borrowers and their Subsidiaries; and


(vii)         To the knowledge of the
Borrowers, there has been no release, or threat of release, of Hazardous
Materials at or from the properties of the Borrowers or any of their
Subsidiaries, in violation of or in amounts or in a manner that could
reasonably be expected to give rise to liability under Environmental Laws.


(i)            ERISA.


(i)            Each of the Borrowers
and each ERISA Affiliate is in compliance with all applicable provisions of
ERISA and the regulations and published interpretations



 66
 






 



thereunder with respect
to all Employee Benefit Plans except where any such noncompliance could not
reasonably be expected to have a Material Adverse Effect. Except for any
failure that could not reasonably be expected to have a Material Adverse
Effect, each Employee Benefit Plan that is intended to be qualified under
Section 401(a) of the Code has been determined by the Internal Revenue Service
to be so qualified, and each trust related to such plan has been determined to
be exempt under Section 501(a) of the Code. 
No liability that could reasonably be expected to have a Material
Adverse Effect has been incurred by the Borrowers or any ERISA Affiliate which
remains unsatisfied for any taxes or penalties with respect to any Employee
Benefit Plan or any Multiemployer Plan;


(ii)           No accumulated funding
deficiency (as defined in Section 412 of the Code) has been incurred (without
regard to any waiver granted under Section 412 of the Code), nor has any
funding waiver from the Internal Revenue Service been received or requested
with respect to any Pension Plan except for any accumulated funding deficiency
or funding waiver that could not reasonably be expected to have a Material
Adverse Effect;


(iii)          Neither the Borrowers
nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction
described in Section 406 of ERISA or Section 4975 of the Code, (B) incurred any
liability to the PBGC which remains outstanding other than the payment of
premiums and there are no premium payments which are due and unpaid, (C) failed
to make a required contribution or payment to a Multiemployer Plan, or (D)
failed to make a required installment or other required payment under Section
412 of the Code, except where any of the foregoing individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect;


(iv)          No Termination Event
that could reasonably be expected to result in a Material Adverse Effect has
occurred or is reasonably expected to occur; and


(v)           No proceeding, claim,
lawsuit and/or investigation is existing or, to the knowledge of the Borrowers,
threatened concerning or involving any Employee Benefit Plan that could
reasonably be expected to result in a Material Adverse Effect.


(j)            Margin Stock.  No Borrower or any Subsidiary thereof is
engaged principally or as one of its material activities in the business of
extending credit for the purpose of ‘‘purchasing’’ or “carrying” any ‘‘margin
stock’’ (as each such term is defined or used in Regulation U of the Board of
Governors of the Federal Reserve System). 
No part of the proceeds of any of the Loans or Letters of Credit will be
used for purchasing or carrying margin stock, unless the Borrowers shall have
given the Administrative Agent and Lenders prior notice of such event and such
other information as is reasonably necessary to permit the Administrative Agent
and Lenders to comply, in a timely fashion, with all reporting obligations
required by Applicable Law, or for any purpose which violates, or which would
be inconsistent with, the provisions of Regulation T, U or X of such Board of
Governors.


(k)           Government
Regulation.  No Borrower or any
Subsidiary thereof is an “investment company” or a company “controlled” by an “investment
company” (as each such



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term is defined or used in the Investment Company Act
of 1940, as amended) and neither the Borrowers nor any Subsidiary thereof is,
or after giving effect to any Extension of Credit will be, subject to
regulation under the Interstate Commerce Act, each as amended.


(l)            Burdensome
Provisions. No Borrower or any Subsidiary thereof is a party to any
indenture, agreement (excluding the CSC Agreement and the CSC Put), lease or
other instrument, or subject to any corporate or partnership restriction,
Governmental Approval or Applicable Law which is so unusual or burdensome that
in the foreseeable future it could be reasonably expected to have a Material
Adverse Affect.  The Borrowers and their
Subsidiaries do not presently anticipate that their future expenditures needed
to meet the provisions of any statutes, orders, rules or regulations of a
Governmental Authority will be so burdensome as to have a Material Adverse
Effect.


(m)          Financial Statements;
Financial Condition: Etc.  The
financial statements delivered to the Lenders pursuant to Section 5.1(e)(i)
and, if applicable, Section 7.1, copies of which have been furnished to
the Administrative Agent and each Lender, have been prepared in accordance with
GAAP (except, in the case of unaudited financial statements, for the absence of
footnotes and subject to normal year end adjustments), are complete in all
material respects and fairly present in all material respects the assets,
liabilities and financial position of the Borrowers and their Subsidiaries as
at such dates, and the results of the operations and changes of financial
position for the periods then ended, subject, in the case of unaudited
financial statements, to the absence of footnotes and normal year end
adjustments.


(n)           No Material Adverse
Effect.  Since December 31, 2005,
there has been no Material Adverse Effect.


(o)           Liens.  None of the properties and assets of the
Borrowers or any Subsidiary thereof is subject to any Lien, except Liens
permitted pursuant to Section 9.2.


(p)           Debt and Support
Obligations.  Schedule 6.1(p)
is a complete and correct listing of all Debt and Support Obligations of the
Borrowers and their Subsidiaries as of the Closing Date.


(q)           Litigation.  There are no actions, suits or proceedings
pending nor, to the knowledge of the Borrowers, threatened against or affecting
the Borrowers or any Subsidiary thereof or any of their respective properties
in any court or before any arbitrator of any kind or before or by any
Governmental Authority, which could reasonably be expected to have a Material
Adverse Effect.


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


(s)           Absence of
Bankruptcy Events.  Since December
31, 2005, no event has occurred and is continuing which constitutes a
Bankruptcy Event, other than Bankruptcy Events affecting Subsidiaries which are
not Material Subsidiaries.


(t)            Accuracy and
Completeness of Information.  As of
the Closing Date, the Borrowers have disclosed to the Lenders all agreements,
instruments and corporate or other



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restrictions to which they or any of their
Subsidiaries are subject, and all other matters known to them, other than
general market, economic and industry conditions, that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.  The written information, taken as a whole,
furnished by or on behalf of the Borrowers to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished) does
not contain any material misstatement of fact or omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that,
with respect to any projected financial information, the Borrowers represent
only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.


(u)           Property.  The Borrowers and their Subsidiaries have
good and marketable title to all material Property owned by them and valid
leasehold interests in all material Property leased by them (except as
permitted by the terms of this Agreement), free and clear of all Liens, except
for Liens permitted pursuant to Section 9.2.


(v)           Labor Practices.   No Borrower or any Subsidiary thereof is
engaged in any unfair labor practices that could reasonably be expected to have
a Material Adverse Effect.  There is
(i) no unfair labor practice complaint pending against any Borrower or any
Subsidiary thereof, to the knowledge of the Borrowers, threatened against a
Borrower or any Subsidiary thereof, before the National Labor Relations Board,
and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement is so pending against a Borrower or any
Subsidiary thereof or, to the knowledge of the Borrowers, threatened against a
Borrower or any Subsidiary thereof, (ii) no strike, labor dispute,
slowdown or stoppage pending against a Borrower or any of its Subsidiaries or,
to the knowledge of the Borrowers, threatened against a Borrower or any
Subsidiary thereof and (iii) no union representation question exists with
respect to the employees of a Borrower or any Subsidiary thereof, except (with
respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as could not reasonably be
expected to have a Material Adverse Effect.


(w)          Subordinated Indebtedness.  Neither the Company nor its Subsidiaries has
any Debt that is subordinated to any other Debt (except for any subordinated
loans made or deemed made by the seller of any account receivables and related
property to the purchaser of such receivables and related property in
connection with the Permitted Securitization Transaction in order to fund all
or a portion of the purchase price for such receivables and related property
which are transferred as part of the Permitted Securitization Transaction),
unless such subordinated debt is subordinated in right of payment to the
Obligations.


(x)            Foreign Assets
Control Regulations, etc.  Neither
the making of any Loan nor the use of the proceeds thereof nor the issuance of
any Letter of Credit will violate (a) the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto, (b) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (the “Patriot Act”) or (c) Executive Order No.
13,224, 66 Fed. Reg. 49,079 (2001), issued by the President of the United
States (Executive Order Blocking Property and Prohibiting Transactions



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with Persons Who Commit, Threaten to Commit or Support
Terrorism).  Without limiting the
foregoing, neither Holdings nor any of its Subsidiaries is a “blocked person”
as described in Section 1 of such Executive Order or engages in any dealings or
transactions with, or is otherwise associated with, any such blocked person.


(y)           Representations as
to Foreign Obligors. Each of the Company and each Foreign
Obligor represents and warrants to the Administrative Agent and the Lenders
that:


(i)            Such Foreign Obligor is subject to
civil and commercial Applicable Laws with respect to its obligations under this
Agreement and the other Loan Documents to which it is a party (collectively as
to such Foreign Obligor, the “Applicable Foreign Obligor Documents”),
and the execution, delivery and performance by such Foreign Obligor of the
Applicable Foreign Obligor Documents constitute and will constitute private and
commercial acts and not public or governmental acts.  Neither such Foreign Obligor nor any of its
property has any immunity from jurisdiction of any court or from any legal
process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of the
jurisdiction in which such Foreign Obligor is organized and existing in respect
of its obligations under the Applicable Foreign Obligor Documents.


(ii)           The Applicable Foreign
Obligor Documents are in proper legal form under the Applicable Laws of the
jurisdiction in which such Foreign Obligor is organized and existing for the enforcement
thereof against such Foreign Obligor under the Applicable Laws of such
jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor Documents.  It is not necessary to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the
Applicable Foreign Obligor Documents that the Applicable Foreign Obligor
Documents be filed, registered or recorded with, or executed or notarized
before, any court or other authority in the jurisdiction in which such Foreign
Obligor is organized and existing or that any registration charge or stamp or
similar tax be paid on or in respect of the Applicable Foreign Obligor
Documents or any other document, except for (i) any such filing, registration,
recording, execution or notarization as has been made or is not required to be
made until the Applicable Foreign Obligor Document or any other document is
sought to be enforced and (ii) any charge or tax as has been timely paid.


(iii)          The execution, delivery
and performance of the Applicable Foreign Obligor Documents executed by such
Foreign Obligor are, under applicable foreign exchange control regulations of
the jurisdiction in which such Foreign Obligor is organized and existing, not
subject to any notification or authorization except (i) such as have been made
or obtained or (ii) such as cannot be made or obtained until a later date (provided
that any notification or authorization described in clause (ii) shall be made
or obtained as soon as is reasonably practicable).


SECTION
6.2  Survival of Representations and
Warranties, Etc.


All representations and warranties set forth in this Article
VI and all representations and warranties contained in any certificate
related hereto, or any of the Loan Documents (including



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but not limited to any
such representation or warranty made in or in connection with any amendment
thereto) shall constitute representations and warranties made under this
Agreement.  All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the
Closing Date (unless expressly relating to any earlier date), shall survive the
Closing Date and shall not be waived by the execution and delivery of this
Agreement, any investigation made by or on behalf of the Lenders or any
borrowing hereunder.


ARTICLE VII


FINANCIAL INFORMATION AND NOTICES


Until all the Obligations (other than contingent
liabilities not yet due and payable) have been paid and satisfied in full and
the Termination Date has occurred, unless consent has been obtained in the
manner set forth in Section 13.11 hereof, the Company will furnish or
cause to be furnished to the Administrative Agent and to the Lenders at their
respective addresses as set forth in Section 13.1 and on Schedule
13.1, or such other office as may be designated by the Administrative Agent
and Lenders from time to time:


SECTION
7.1  Financial Statements, Etc.


(a)           Quarterly Financial
Statements.  As soon as practicable
and in any event within forty-five (45) days after the end of each of the first
three fiscal quarters of each Fiscal Year, either (i) a copy of a report
on Form 10-Q, or any successor form, and any amendments thereto, filed by the
Company with the Securities and Exchange Commission with respect to the
immediately preceding fiscal quarter or (ii) an unaudited Consolidated
balance sheet of the Company and its Subsidiaries as of the close of such
fiscal quarter and unaudited Consolidated statements of income, stockholders’
equity and cash flows for the fiscal quarter then ended and that portion of the
Fiscal Year then ended, including any notes thereto, all in reasonable detail
setting forth in comparative form the corresponding figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the preceding Fiscal Year and prepared by the Company in accordance
with GAAP and, if applicable, containing disclosure of the effect on the
financial position or results of operations of any change in the application of
accounting principles and practices during the period, and certified by a
Responsible Officer of the Company to present fairly in all material respects
the financial condition of the Company and its Subsidiaries as of their
respective dates and the results of operations of the Company and its
Subsidiaries for the respective periods then ended, subject to normal year end
adjustments and to the absence of footnotes required by GAAP.


(b)           Annual Financial
Statements.  As soon as practicable
and in any event within ninety (90) days after the end of each Fiscal Year
either (i) a copy of a report on Form 10-K, or any successor form, and any
amendments thereto, filed by the Company with the Securities and Exchange
Commission with respect to the immediately preceding Fiscal Year or
(ii) an audited Consolidated balance sheet of the Company and its
Subsidiaries as of the close of such Fiscal Year and audited Consolidated
statements of income, stockholders’ equity and cash flows for the Fiscal Year then
ended, including the notes thereto, all in reasonable detail setting forth in
comparative form the corresponding figures for the preceding Fiscal Year and
prepared by the Company and certified by a nationally recognized independent
certified public accounting firm acceptable to the Administrative Agent in
accordance with GAAP and, if applicable, containing



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disclosure of the effect on the financial position or
results of operation of any change in the application of accounting principles
and practices during the year, and accompanied by a report thereon by such
certified public accountants that is not qualified with respect to scope
limitations imposed by the Company or any of its Subsidiaries or with respect
to accounting principles followed by the Company or any of its Subsidiaries not
in accordance with GAAP.


(c)           Each Borrower hereby
acknowledges that (a) subject to Section 13.10, the Administrative Agent
and/or any Arranger will make available to the Lenders and the Issuing Lender
materials and/or information provided by or on behalf of such Borrower under
the Loan Documents (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”)
and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to any
Borrower or its securities) (each, a “Public Lender”).  Each Borrower hereby agrees that so long as
such Borrower is the issuer of any outstanding debt or equity securities that
are registered or issued pursuant to a private offering or is actively
contemplating issuing any such securities (w) all Borrower Materials that are
to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative
Agent, the Arrangers, the Issuing Lender and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrowers or their respective securities for purposes of United States
Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Confidential Information, they shall
be treated as set forth in Section 13.10); (y) all Borrower Materials
marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Investor;” and (z) the Administrative Agent and the
Arrangers shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as containing material non-public information and as being suitable
only for posting on a portion of the Platform not designated “Public Investor”;
it being understood that all Borrower Materials shall be subject to Section
13.10.”


SECTION
7.2  Officer’s Compliance Certificate.


At each time financial statements are delivered
pursuant to Section 7.1(a) or (b), a certificate of a Responsible
Officer of the Company in the form of Exhibit G attached hereto (an “Officer’s
Compliance Certificate”) (a) certifying as to statements consistent with
the applicable requirements of the Securities and Exchange Commission; (b)
certifying as to whether there exists a Default or Event of Default on the date
of such certificate, and if a Default or an Event of Default, specifying the
details thereof and the action which the Company has taken or proposes to take with
respect thereto; and (c) setting forth in reasonable detail calculations
demonstrating compliance with the financial covenant contained in Section
9.1.


SECTION
7.3  Accountants’ Certificate.


At each time financial statements are delivered
pursuant to Section 7.1(b), a certificate of the independent public
accountants certifying such financial statements addressed to the
Administrative Agent for the benefit of the Lenders stating that in making the
examination



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necessary for the
certification of such financial statements, they obtained no knowledge of any
Default or Event of Default or, if such is not the case, specifying such
Default or Event of Default and its nature and period of existence.


SECTION
7.4  Other Reports.


(a)           Promptly after the
filing thereof, a copy of (i) each report or other filing made by any of
the Borrowers or any or their Subsidiaries with the Securities and Exchange
Commission and required by the Securities and Exchange Commission to be
delivered to the shareholders of the Borrowers or any Subsidiary thereof,
(ii) each report made by any of the Borrowers or any Subsidiary thereof to
the Securities and Exchange Commission on Form 8-K and (iii) each final
registration statement of any of the Borrowers or any Subsidiary thereof filed
with the Securities and Exchange Commission, except in connection with pension
plans and other employee benefit plans; and


(b)           Such other information
regarding the operations, business affairs and financial condition of the
Borrowers and/or any of their Subsidiaries as the Administrative Agent or any
Lender may reasonably request.


SECTION
7.5  Notice of Litigation and Other
Matters.


Prompt (but in no event later than (x) with respect to
clause (d) below, two (2) Business Days after a Responsible Officer
obtains knowledge thereof or (y) with respect to any other clause below,
five (5) Business Days after a Responsible Officer obtains knowledge thereof)
telephonic (confirmed in writing) or written notice of:


(a)           the commencement of all
proceedings and investigations by or before any Governmental Authority and all
actions and proceedings in any court or before any arbitrator against or
involving any of the Borrowers or any Subsidiary thereof or any of their
respective properties, assets or businesses the potential liability of which in
the reasonable judgment of the Borrowers could reasonably be expected to exceed
$25,000,000;


(b)           any notice of any
violation received by any of the Borrowers or any Subsidiary thereof from any
Governmental Authority including, without limitation, any notice of violation
of Environmental Laws, the potential liability of which in the reasonable
judgment of the Borrowers in any such case could reasonably be expected to
exceed $25,000,000;


(c)           (i)  any unfavorable determination letter from the
Internal Revenue Service regarding the qualification of an Employee Benefit
Plan under Section 401(a) of the Code (along with a copy thereof) which could
reasonably be expected to have a Material Adverse Effect, (ii) all notices
received by any of the Borrowers or any ERISA Affiliate of the PBGC’s intent to
terminate any Pension Plan or to have a trustee appointed to administer any
Pension Plan, which could reasonably be expected to have a Material Adverse
Effect, (iii) all notices received by any of the Borrowers or any ERISA
Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount
of withdrawal liability pursuant to Section 4202 of ERISA which could
reasonably be expected to have a Material Adverse Effect, (iv) the Borrowers obtaining
knowledge or reason to know that the Borrowers or any ERISA Affiliate has filed
or intends to file a notice of intent to terminate any Pension Plan under a
distress termination within the



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meaning of Section 4041(c) of ERISA which could
reasonably be expected to have a Material Adverse Effect, and (v) the
occurrence of a Reportable Event which could reasonably be expected to have a
Material Adverse Effect;


(d)           the occurrence of any
Default or an Event of Default; and


(e)           the receipt by the
Company or any of its Subsidiaries of written notice from CSC or any of its
Subsidiaries regarding the exercise of the CSC Put.


SECTION
7.6  Ratings Information.


The Company shall, no later than five (5) Business
Days after a Responsible Officer obtains knowledge of any such change, give
notice to the Administrative Agent (by telephone, followed promptly by written
notice transmitted by facsimile with a hand copy sent promptly thereafter) of
any change (either expressly or pursuant to a letter from S&P or Moody’s
stating an “implied” rating, excluding in all cases any private indicative
ratings that the Company may request from time to time from Moody’s or S&P)
in rating by S&P or Moody’s in respect of the Company’s non-credit enhanced
senior unsecured long-term debt, together with details thereof, and of any
announcement by S&P or Moody’s that its rating in respect of such
non-credit enhanced senior unsecured long-term debt is “under review” or that
any such debt rating has been placed on a “Credit Watch List”® or “watch list”
or that any similar action has been taken by S&P or Moody’s.


SECTION
7.7  Accuracy of Information.


All written information, reports, statements and other
papers and data furnished by or on behalf of the Borrowers to the
Administrative Agent or any Lender (other than financial forecasts) whether
pursuant to this Article VII or any other provision of this Agreement,
shall be, at the time the same is so furnished, true and complete in all
material respects.


ARTICLE VIII


AFFIRMATIVE COVENANTS


Until all of the Obligations (other than contingent
liabilities not yet due and payable) have been paid and satisfied in full and
the Termination Date has occurred, unless consent has been obtained in the
manner provided for in Section 13.11, each Borrower will, and will cause
each of its respective Subsidiaries to:


SECTION
8.1  Preservation of Corporate
Existence and Related Matters.


(a)           Except as permitted by Section 9.4
and Section 9.5, preserve and maintain its separate corporate existence
and all rights, franchises, licenses and privileges necessary to the conduct of
its business, provided, however, that, subject to compliance with
Section 8.9, nothing in the foregoing shall prevent the Company or any
Subsidiary from discontinuing any line of business if (i) no Default or
Event of Default exists or would result therefrom, and (ii) with respect
to the discontinuance of a material line of business, the Board of Directors of
the Company determines in good faith that such discontinuance is in the best
interest of the Company and its Consolidated Subsidiaries, taken as a whole.



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(b)           Qualify and remain
qualified as a foreign corporation and authorized to do business in each
jurisdiction where the nature and scope of its activities require it to so
qualify under Applicable Law, except where the failure to so preserve and
maintain its existence and rights or to so qualify could not reasonably be
expected to have a Material Adverse Effect.


SECTION
8.2  Maintenance of Property.


Protect and preserve all properties useful in and
material to its business, including copyrights, patents, trade names and
trademarks; maintain in good working order and condition all buildings,
equipment and other tangible real and personal property material to the conduct
of its business, ordinary wear and tear excepted; and from time to time make or
cause to be made all renewals, replacements and additions to such property
necessary for the conduct of its business, so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
except, in each case, where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.


SECTION
8.3  Insurance.


Maintain insurance with financially sound and
reputable insurance companies against such risks and in such amounts as are
consistent with past practices and prudent business practice (and in any event
consistent with normal industry practice), and as may be required by Applicable
Law.


SECTION
8.4  Accounting Methods and Financial
Records.


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


SECTION
8.5  Payment and Performance of
Obligations.


(a)           Pay and perform all of
its Obligations under this Agreement and the other Loan Documents.


(b)           Pay and discharge
(i) all material taxes, assessments and governmental charges or levies
imposed upon it or upon its income or profits, or upon any properties belonging
to it, prior to the date on which penalties attach thereto, and (ii) all other
material indebtedness, obligations and liabilities in accordance with customary
trade practices; provided that such Borrower or Subsidiary may contest
any item described in clause (i) or (ii) of this Section
8.5(b) in good faith and by proper proceedings so long as adequate reserves
are maintained with respect thereto to the extent required by GAAP.


(c)           Perform all of its
obligations under the terms of each mortgage, indenture, security agreement,
loan agreement or credit agreement and each other agreement, contract or
instrument by which it is bound, except where such non-performances could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



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SECTION
8.6  Compliance With Laws and
Approvals.


Observe and remain in compliance with all Applicable
Laws and maintain in full force and effect all Governmental Approvals, in each
case applicable to the conduct of its business, except where the failure to
observe, comply or maintain could not reasonably be expected to have a Material
Adverse Effect.


SECTION
8.7  Environmental Laws.


In addition to and without limiting the generality of Section
8.6, (a) comply with, and use commercially reasonable efforts to ensure
such compliance by all tenants and subtenants with all applicable Environmental
Laws and obtain and comply with and maintain, and ensure that all tenants and
subtenants obtain and comply with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws, except where the failure to obtain, comply or maintain
could not reasonably be expected to have a Material Adverse Effect, (b) conduct
and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws, and
promptly comply with all lawful orders and directives of any Governmental
Authority regarding Environmental Laws, except (i) where the failure to do
so could not reasonably be expected to have a Material Adverse Effect or (ii) to
the extent the Borrowers or any of their Subsidiaries are contesting, in good
faith, any such requirement, order or directive before the appropriate
Governmental Authority so long as adequate reserves are maintained with respect
thereto to the extent required by GAAP, and (c) defend, indemnify and hold
harmless the Administrative Agent and the Lenders, and their respective
parents, Subsidiaries, Affiliates, employees, agents, officers and directors,
from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under any Environmental Laws applicable
to the operations or properties of the Borrowers or such Subsidiaries, or any
orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, reasonable and actual attorney’s and consultant’s
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing directly
result from the gross negligence or willful misconduct of the party seeking
indemnification therefor.


SECTION
8.8  Compliance with ERISA.


In addition to and without limiting the generality of Section
8.6, (a) comply with all applicable provisions of ERISA and the Code and
the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans, except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect, (b) not take any
action or fail to take action the result of which would result in a liability
to the PBGC or to a Multiemployer Plan in an amount that could reasonably be
expected to have a Material Adverse Effect, and (c) furnish to the
Administrative Agent or any Lender upon the Administrative Agent’s or such
Lender’s request such additional information about any Employee Benefit Plan
concerning compliance with this covenant as may be reasonably requested by the
Administrative Agent or such Lender.



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SECTION
8.9  Conduct of Business.


Carry on substantially all of its businesses in
substantially the same fields as the businesses conducted on the Closing Date
and in lines of business reasonably related thereto or as otherwise permitted
pursuant to the terms of this Agreement. 
Additionally, the Permitted Securitization Subsidiary may carry on
activities necessary or incidental to the acquisition of accounts receivable
and related rights from the Company and the financing of such accounts
receivable and related rights.


SECTION
8.10  Visits and Inspections.


Subject to compliance with applicable securities laws,
permit representatives of the Administrative Agent or any Lender, from time to
time upon reasonable prior written notice to the Company and during ordinary
business hours, to visit and inspect its properties; inspect and make extracts
from its books, records and files, including, but not limited to, management
letters prepared by independent accountants; and discuss with its principal
officers, and its independent accountants, its business, assets, liabilities,
financial condition, results of operations and business prospects.  Notwithstanding the foregoing, neither the
Administrative Agent nor the Issuing Lender or any other Lender shall have the
right to inspect or make or receive copies of any customer data files or any
other credit information or files concerning consumers owned or maintained by
the Company or any of its Subsidiaries.


SECTION
8.11  Use of Proceeds.


Use the proceeds of the Extensions of Credit for the
purposes set forth in Section 2.1(b). 
Not in limitation of the foregoing, the Borrower, and any Designated
Borrower will use the proceeds of all Loans to finance working capital needs
and for other general corporate purposes of the Borrower and its Subsidiaries.
No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that would violate any rule or regulation of the
Board of Governors of the Federal Reserve System, including Regulations T, U or
X.  All Letters of Credit will be used
for general corporate purposes.


ARTICLE IX


NEGATIVE COVENANTS


Until all of the Obligations (other than contingent
liabilities not yet due and payable) have been paid and satisfied in full and
the Termination Date has occurred, unless consent has been obtained in the
manner set forth in Section 13.11:


SECTION
9.1  Maximum Leverage Ratio.  As of the end of each fiscal quarter,
commencing with the end of the first fiscal quarter ending after the Closing
Date, the Borrowers will not permit the Leverage Ratio to be greater than 3.50
to 1.00.


SECTION
9.2  Limitations on Liens.


No Borrower will,
nor will it permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Lien on, or with respect to, any of its assets or properties
(including without



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limitation shares of
Capital Stock or other ownership interests owned by it), real or personal,
whether now owned or hereafter acquired, except


(a)           Liens existing on the
Closing Date and set forth on Schedule 9.2;


(b)           Liens for taxes,
assessments and other governmental charges or levies not yet due or as to which
the period of grace, if any, related thereto has not expired or which are being
contested in good faith and by appropriate proceedings if adequate reserves are
maintained to the extent required by GAAP;


(c)           Liens of materialmen,
mechanics, carriers, warehousemen, processors or landlords for labor,
materials, supplies or rentals and other similar Liens imposed by law so long
as such Liens secure claims incurred in the ordinary course of business,
(i) which are not overdue for a period of more than thirty (30) days or
(ii) which are being contested in good faith and by appropriate
proceedings if adequate reserves are maintained to the extent required by GAAP;


(d)           Liens consisting of
deposits or pledges made in the ordinary course of business (i) in
connection with, or to secure payment of, obligations under workers’ compensation,
unemployment insurance or similar legislation or obligations under customer
service contracts or (ii) to secure the performance of letters of credit,
bids, tenders, sales, contracts, leases, statutory obligations, surety, appeal
and performance bonds and other similar obligations incurred in the ordinary
course of business, in each case not incurred in connection with the borrowing
of money or the payment of the deferred purchase price of property;


(e)           Liens constituting
encumbrances in the nature of zoning restrictions, easements and rights or
restrictions of record on the use of real property, which in the aggregate are
not substantial in amount and which do not, in any case, materially detract
from the value of any material parcel of real property or impair the use
thereof in the ordinary conduct of business;


(f)            Liens in favor of the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders;


(g)           Liens on the property
or assets of any Subsidiary existing at the time such Subsidiary becomes a
Subsidiary of a Borrower and not incurred in contemplation thereof, as long as
the outstanding principal amount of the Debt secured thereby is not voluntarily
increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary
of such Borrower;


(h)           Liens on the property
or assets of the Borrowers or any Subsidiary securing Debt which is incurred to
finance or refinance the acquisition of such property or assets, provided
that (i) each such Lien shall be created substantially simultaneously with
the acquisition of the related property or assets; (ii) each such Lien
does not at any time encumber any property other than the related property or
assets financed by such Debt and the proceeds thereof; (iii) the principal
amount of Debt secured by each such Lien is not increased; and (iv) the
principal amount of Debt secured by each such Lien (together with any accrued
interest thereon and closing costs relating thereto) shall at no time exceed
100% of the original purchase price of such related property or assets at the
time acquired;



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(i)            Liens consisting of
judgment or judicial attachment Liens, provided that (i) the claims
giving rise to such Liens are being diligently contested in good faith by
appropriate proceedings, (ii) adequate reserves for the obligations
secured by such Liens have been established and (iii) enforcement of such
Liens has been stayed;


(j)            Liens (if any) against
the Company or any Consolidated Subsidiary which is created solely to evidence
(i) the transfer of any receivables and related property by the Company
and certain of its Subsidiaries as originators under any Permitted
Securitization Transaction to another direct or indirect Subsidiary of the
Company, as purchaser, pursuant to any Permitted Securitization Transaction,
(ii) the transfer of any receivables and related property from the
purchaser referred to in the immediately preceding clause (i) to
any Permitted Securitization Subsidiary pursuant to any Permitted
Securitization Transaction, and (iii) any back-up Lien granted by the
purchaser referred to in the immediately preceding clause (i) and
the Permitted Securitization Subsidiary, in each case solely in any receivables
and related property being transferred pursuant to the Permitted Securitization
Transaction;


(k)           any Lien against a
Permitted Securitization Subsidiary pursuant to any Permitted Securitization
Transaction;


(l)            any Lien on any
specific fixed asset of any corporation existing at the time such corporation
is merged or consolidated with or into any Borrower or a Consolidated
Subsidiary and not created in contemplation of such event;


(m)          any Lien arising out of
the refinancing, extension, renewal or refunding of any Debt secured by any
Lien permitted by any of the foregoing paragraphs of this Section, provided
that (i) such Debt is not secured by any additional assets, and
(ii) the amount of such Debt (together with any accrued interest thereon
and closing costs relating thereto) secured by any such Lien is not increased;


(n)           any Lien existing on
any specific fixed asset prior to the acquisition thereof by any Borrower or a
Consolidated Subsidiary and not created in contemplation of such acquisition;


(o)           Liens securing Debt
owing by any Subsidiary to the Company or another Wholly Owned Subsidiary;


(p)           inchoate Liens arising
under ERISA to secure current service pension liabilities as they are incurred
under the provisions of Plans from time to time in effect;


(q)           rights reserved to or
invested in any municipality or governmental, statutory or public authority to
control or regulate any property of such Borrower or such Subsidiary, as the
case may be, or to use such property in a manner which does not materially
impair the use of such property for the purposes of which it is held by such
Borrower or such Subsidiary, as the case may be; and


(r)            Liens not otherwise
permitted by this Section 9.2 securing Debt or other obligations in an
aggregate principal amount at any time outstanding that does not exceed 20% of
Consolidated Net Tangible Assets, measured as of the date of the incurrence of
such Debt or obligation.



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SECTION
9.3  Limitations on Subsidiary Debt.


No Borrower will permit any Subsidiary of the Company
to contract, create, incur, assume or permit to exist any Debt, except


(a)           Debt arising under this
Agreement and the other Loan Documents;


(b)           Debt existing as of the
Closing Date as referenced on Schedule 6.1(p) (and renewals,
refinancings or extensions thereof on terms and conditions no less favorable in
any material respect to such Person than such existing Debt and in a principal
amount not in excess of that outstanding as of the date of such renewal,
refinancing or extension);


(c)           Capital Lease
obligations and Debt incurred, in each case, to provide all or a portion of the
purchase price or costs of construction of an asset or, in the case of a Sale
and Leaseback Transaction, to finance the value of such asset owned by the
Borrower or any of its Subsidiaries, provided that (i) such Debt
when incurred shall not exceed the purchase price or cost of construction of
such asset or, in the case of a Sale and Leaseback Transaction, the fair market
value of such asset and any transaction costs directly related thereto,
(ii) no such Debt shall be refinanced for a principal amount in excess of
the principal balance outstanding thereon (together with any accrued interest
thereon and closing costs relating thereto) at the time of such refinancing,
and (iii) the aggregate principal amount of all such Debt shall not exceed
$200,000,000 at any time outstanding;


(d)           intercompany Debt owed
by any Subsidiary of the Company to the Company or any other Subsidiary of the
Company;


(e)           Debt and Obligations
owing under Hedging Agreements relating to the Loans hereunder and other
Hedging Agreements entered into in order to manage existing or anticipated
interest rate, exchange rate or commodity price risks and not for speculative
purposes;


(f)            Debt in
connection with any Permitted Securitization Transaction;


(g)           Debt of the types described in clause (j)
of the definition of Debt which is incurred in the ordinary course of business
in connection with (i) the sale or purchase of goods, or (ii) to
assure performance by the Company or any of its Subsidiaries of their
respective service contracts, operating leases, obligations to a utility or a
governmental entity, or worker’s compensation obligations;


(h)           Support Obligations of
Debt of the Company or Debt otherwise permitted under this Section 9.3;
and


(i)            other Debt of the
Subsidiaries at any time outstanding which in the aggregate does not exceed 20%
of Consolidated Net Tangible Assets, measured as of the date of the incurrence
of such Debt.



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SECTION
9.4  Limitations on Mergers and
Liquidation.


No Borrower will, nor will it permit any of its
Subsidiaries to, merge, consolidate or enter into any similar combination with
any other Person or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), except


(a)           Any Borrower or a
Subsidiary may merge with another Person that is not a Borrower or a
Subsidiary, provided that (i) in the case of any merger involving
the Company or a Subsidiary that is organized under the laws of the United
States or one of its states, such other Person is organized under the laws of
the United States or one of its states, (ii) in the case of any merger
involving a Borrower, such Borrower is the corporation surviving such merger,
(iii) in the case of any merger involving a Subsidiary, the survivor is or
will become a Subsidiary of the Company, (iv) immediately prior to and
after giving effect to such merger, no Default or Event of Default exists or
would exist, (iv) the Board of Directors of such Person has approved such
merger and (v) such transaction is permitted under Section 9.6;


(b)           Any Subsidiary that is
not a Borrower may merge into a Borrower or any Wholly-Owned Subsidiary of a
Borrower;


(c)           Any Subsidiary that is
not a Borrower may liquidate, wind-up or dissolve itself into a Borrower
or any Wholly-Owned Subsidiary of a Borrower;


(d)           Any Borrower may merge
with any other Borrower, provided that in the case of any merger
involving the Company, the Company is the corporation surviving such merger;
and


(e)           Any Borrower (other
than the Company) may liquidate, wind-up or dissolve itself into any
other Borrower.


SECTION
9.5  Limitation on Asset Dispositions.


No Borrower will, nor will it permit any of its
Subsidiaries to, make any Asset Disposition (including, without limitation, in
connection with any Sale and Leaseback Transaction), in one transaction or a
series of transactions, unless (a)  no Default or Event of Default
shall exist on the date of, or shall result from, any such transaction (including
after giving effect to such transaction on a pro forma basis); and (b) the
assets so disposed of or transferred in connection with all such Asset
Dispositions in any Fiscal Year did not contribute, in the aggregate, more than
20% of Consolidated Operating Profit for the immediately preceding Fiscal Year.


SECTION
9.6  Limitations on Acquisitions.


Other than transactions
permitted under Section 9.7, no Borrower will, nor will it permit
any of its Subsidiaries to, acquire all or any portion of the Capital Stock or
other ownership interest in any Person which is not a Subsidiary or all or any
substantial portion of the assets, property and/or operations of a Person which
is not a Subsidiary, unless (a) the Person, assets, property and/or
operations being acquired operate in substantially the same or a similar line
of business as any line of business engaged in by the Borrower or any of its
Subsidiaries on the Closing Date or a business reasonably related thereto,
including ancillary or complementary



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businesses;
(b) in the case of an acquisition of Capital Stock or other ownership
interest of a Person, the Board of Directors of the Person which is the subject
of such acquisition shall have approved the acquisition; (c) no Default or
Event of Default shall exist on the date of, or shall result from, any such
acquisition (including after giving effect to such transaction on a pro forma
basis); and (d) in the case of the acquisition of all or any portion of the
Capital Stock or other ownership interest in any Person, such Person so
acquired will be Consolidated with the Company in its financial statements upon
the consummation of such acquisition.


SECTION
9.7  Limitation on Restricted
Investments.


No Borrower will, nor will it permit any of its
Subsidiaries to, make any Restricted Investment unless, after giving effect
thereto, the aggregate amount of all such Restricted Investments outstanding at
any time does not exceed 20% of the Consolidated Total Assets, measured as of
the date of the making of such Restricted Investment; provided that
(i) the foregoing shall be tested as at the end of each fiscal quarter,
and (ii) no Default or Event of Default shall have occurred and be
continuing both before and after giving effect to any such Restricted
Investment.


SECTION
9.8  Limitation on Restricted Payments.


No Borrower will, nor will it permit any of its
Subsidiaries to, directly or indirectly, declare, order, make or set apart any
sum for or pay any Restricted Payment, except that the Company and its
Subsidiaries may make Restricted Payments in an aggregate amount in any Fiscal
Year not to exceed 20% of Consolidated Total Assets, measured as of the last
day of the immediately preceding Fiscal Year.


SECTION
9.9  Limitation on Transactions with
Affiliates.


Neither any Borrower nor any of its Consolidated
Subsidiaries shall enter into, or be a party to, any transaction with any
Affiliate of such Borrower or such Subsidiary (which Affiliate is not a
Borrower or a Subsidiary), except pursuant to the reasonable requirements of its
business and upon fair and reasonable terms that are no less favorable to such
Borrower or such Subsidiary than would be obtained in a comparable arm’s length
transaction with a Person which is not an Affiliate.


SECTION
9.10  Limitation on Certain Accounting
Changes.


No Borrower will (a) change its Fiscal Year end in
order to avoid a Default or an Event of Default or if a Material Adverse Effect
would result therefrom or (b) make any material change in its accounting
treatment and reporting practices except as required by GAAP.


SECTION
9.11  Limitation of Restricting
Subsidiary Dividends and Distributions.


No Borrower will permit any Subsidiary to agree to,
incur, assume or suffer to exist any restriction, limitation or other
encumbrance (by covenant or otherwise) on the ability of such Subsidiary to
make any payment to a Borrower or any of its Subsidiaries (in the form of
dividends, intercompany advances or otherwise) or to transfer any of its
properties or assets to a Borrower or any of its Subsidiaries, except



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(a)           Restrictions and
limitations applicable to a Subsidiary existing at the time such Subsidiary
becomes a Subsidiary of a Borrower and not incurred in contemplation thereof,
as long as no such restriction or limitation is made more restrictive after the
date such Subsidiary becomes a Subsidiary of such Borrower;


(b)           Restrictions and
limitations imposed on any Permitted Securitization Subsidiary in connection
with a Permitted Securitization Transaction;


(c)           Restrictions and
limitations existing pursuant to this Agreement; and


(d)           Other restrictions and
limitations that are not material either individually or in the aggregate.


SECTION
9.12  Hedging Agreements.


The Company will not, and will not permit any of the
Subsidiaries to, enter into any Hedging Agreement, other than non-speculative
Hedging Agreements entered into in the ordinary course of business in order to
manage existing or anticipated interest rate, foreign exchange rate or
commodity price risks.


ARTICLE X


GUARANTY OF THE COMPANY


SECTION
10.1  Guaranty of Payment.


Subject to Section 10.7 below, the Company
hereby unconditionally guarantees to each Lender and the Administrative Agent
the prompt payment of the Guaranteed Obligations in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration or otherwise). This
guaranty is a guaranty of payment and not solely of collection and is a
continuing guaranty and shall apply to all Guaranteed Obligations whenever
arising.


SECTION
10.2  Obligations Unconditional;
Waivers.


The obligations of the Company hereunder are absolute
and unconditional, irrespective of the value, genuineness, validity, regularity
or enforceability of this Agreement, or any other agreement or instrument
referred to herein, to the fullest extent permitted by Applicable Law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or
guarantor.  The Company agrees that this
guaranty may be enforced by the Lenders without the necessity at any time of
resorting to or exhausting any security or collateral and without the necessity
at any time of having recourse to the Notes, this Agreement or any other Loan
Document or any collateral, if any, hereafter securing the Guaranteed Obligations
or otherwise and the Company hereby waives the right to require the Lenders to
proceed against a Designated Borrower or any other Person (including a
co-guarantor) or to require the Lenders to pursue any other remedy or enforce
any other right.  In this connection, the
Company hereby waives the right of the Company to require any holder of the
Guaranteed Obligations to take action against a Designated Borrower as provided
in Official Code of Georgia Annotated §10-7-24. 
The Company further agrees that it shall have no right of subrogation,
indemnity, reimbursement or contribution against a Designated Borrower or any



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other guarantor of the
Guaranteed Obligations for amounts paid under this guaranty until such time as
the Lenders have been paid in full, all commitments under this Agreement have
been terminated and no Person or Governmental Authority shall have any right to
request any return or reimbursement of funds from the Lenders in connection
with monies received under this Agreement. 
The Company further agrees that nothing contained herein shall prevent
the Lenders from suing on the Notes, this Agreement or any other Loan Document
or foreclosing its security interest in or Lien on any collateral, if any,
securing the Guaranteed Obligations or from exercising any other rights
available to it under this Agreement, the Notes, or any other instrument of
security, if any, and the exercise of any of the aforesaid rights and the
completion of any foreclosure proceedings shall not constitute a discharge of
any of the Company’s obligations hereunder; it being the purpose and intent of
the Company that its obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances. 
Neither the Company’s obligations under this guaranty nor any remedy for
the enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or limitation
of the liability of a Designated Borrower or by reason of the bankruptcy or
insolvency of such Borrower.  The Company
waives any and all notice of the creation, renewal, extension or accrual of any
of the Guaranteed Obligations and notice of or proof of reliance of by the
Administrative Agent or any Lender upon this guaranty or acceptance of this
guaranty.  The Guaranteed Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty.  All dealings between the Designated Borrowers
and the Company, on the one hand, and the Administrative Agent and the Lenders,
on the other hand, likewise shall be conclusively presumed to have been had or
consummated in reliance upon this guaranty.


SECTION
10.3  Modifications.


The Company agrees that (a) all or any part of the
security which hereafter may be held for the Guaranteed Obligations, if any,
may be exchanged, compromised or surrendered from time to time; (b) the Lenders
shall not have any obligation to protect, perfect, secure or insure any such
security interests, liens or encumbrances which hereafter may be held, if any,
for the Guaranteed Obligations or the properties subject thereto; (c) the time
or place of payment of the Guaranteed Obligations may be changed or extended,
in whole or in part, to a time certain or otherwise, and may be renewed or
accelerated, in whole or in part; (d) a Designated Borrower and any other party
liable for payment under this Agreement may be granted indulgences generally;
(e) any of the provisions of the Notes, this Agreement or any other Loan
Document may be modified, amended or waived; (f) any party (including any
co-guarantor) liable for the payment thereof may be granted indulgences or be
released; and (g) any deposit balance for the credit of a Designated Borrower
or any other party liable for the payment of the Guaranteed Obligations or
liable upon any security therefor may be released, in whole or in part, at,
before or after the stated, extended or accelerated maturity of the Guaranteed
Obligations, all without notice to or further assent by the Company in its
capacity as a guarantor under this Article X, which shall remain bound
thereon, notwithstanding any such exchange, compromise, surrender, extension,
renewal, acceleration, modification, indulgence or release.



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SECTION
10.4  Additional Waiver of Rights.


The Company expressly waives to the fullest extent
permitted by applicable law: 
(a) notice of acceptance of this guaranty by the Lenders and of all
Extensions of Credit to a Designated Borrower by the Lenders; (b) presentment
and demand for payment or performance of any of the Guaranteed Obligations; (c)
protest and notice of dishonor or of default (except as specifically required
in this Agreement) with respect to the Guaranteed Obligations or with respect
to any security therefor; (d) notice of the Lenders obtaining, amending,
substituting for, releasing, waiving or modifying any Lien, if any, hereafter
securing the Guaranteed Obligations, or the Lenders’ subordinating,
compromising, discharging or releasing such Liens, if any; (e) all other
notices to which the Company might otherwise be entitled in connection with the
guaranty evidenced by this Article X; and (f) demand for payment under
this guaranty.  Furthermore, the Company,
to the fullest extent permitted by law, hereby waives any other act or thing,
or omission or delay to do any other act or thing, which in any manner or to
any extent might vary the risk of the Company with respect to the Guaranteed
Obligations or which otherwise might operate to discharge the Company from its
obligations in respect of the Guaranteed Obligations.


SECTION
10.5  Reinstatement.


The obligations of the Company under this Article X
shall be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Guaranteed Obligations
is rescinded or must be otherwise restored by any holder of any of the
Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and the Company agrees that it will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation,
reasonable fees and expenses of counsel) incurred
by the Administrative Agent or such Lender in connection with such rescission
or restoration, including any such costs and expenses incurred in defending
against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.


SECTION
10.6  Remedies.


The Company agrees that, as between the Company, on
the one hand, and the Administrative Agent and the Lenders, on the other hand,
the Guaranteed Obligations may be declared to be forthwith due and payable as
provided in Section 11.2 (and shall be deemed to have become
automatically due and payable in the circumstances provided in Section 11.2)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Guaranteed Obligations from becoming automatically due and
payable) as against any other Person and that, in the event of such declaration
(or such Guaranteed Obligations being deemed to have become automatically due
and payable), such Guaranteed Obligations (whether or not due and payable by
any other Person) shall forthwith become due and payable by the Company.


SECTION
10.7  Limitation of Guaranty.


Notwithstanding any provision to the contrary
contained herein, to the extent the obligations of the Company shall be
adjudicated to be invalid or unenforceable for any reason



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(including, without
limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of the Company
hereunder shall be limited to the maximum amount that is permissible under
Applicable Law (whether federal or state and including, without limitation, the
Federal Bankruptcy Code (as now or hereinafter in effect)).


ARTICLE XI


DEFAULT AND REMEDIES


SECTION
11.1  Events of Default.


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


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


(b)           Other Payment
Default.  Any Borrower shall default
in the payment when and as due (whether at maturity, by reason of acceleration
or otherwise) of any interest, fees or other amounts owing on any Loan, Note or
Reimbursement Obligation or the payment of any other Obligation, and such
default shall continue unremedied for five (5) Business Days after the earlier
of a Responsible Officer becoming aware of such default or written notice
thereof has been given to the Company by the Administrative Agent.


(c)           Misrepresentation.  Any representation, warranty or statement
made or deemed to be made by any Borrower or any of its Subsidiaries, if
applicable, under this Agreement, any Loan Document or any amendment hereto or
thereto or in any certificate delivered to the Administrative Agent or to any
Lender pursuant hereto and thereto, shall at any time prove to have been
incorrect or misleading in any material respect when made or deemed made.


(d)           Default in
Performance of Certain Covenants. 
(i) Any of the Borrowers shall default in the performance or
observance of any covenant or agreement contained in Sections 7.5(d),
8.1(a)  and 8.11 and Article
IX or (ii) any of the Borrowers shall default in the performance or
observance of any other covenant or agreement contained in Article VII,
and such default shall continue unremedied for fifteen (15) days after the
earlier of a Responsible Officer becoming aware of such default or written
notice thereof has been given to the Company by the Administrative Agent.


(e)           Default in
Performance of Other Covenants and Conditions.  Any of the Borrowers or any Subsidiary
thereof, if applicable, shall default in the performance or observance of any
term, covenant, condition or agreement contained in this Agreement (other than
as specifically provided for otherwise in this Section 11.1) or any
other Loan Document and such default shall continue for a period of thirty (30)
days after the earlier of a Responsible Officer becoming aware of such default
or written notice thereof has been given to the Company by the Administrative
Agent.



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(f)            Hedging Agreement.  Any termination payments in an amount greater
than $20,000,000 shall be due by any Borrower under any Hedging Agreement and
such amount is not paid within thirty (30) Business Days of the due date
thereof.


(g)           Debt Cross-Default.  Any of the Borrowers or any of their Material
Subsidiaries shall (i) default in the payment of any Debt (other than Debt
under this Agreement, the Notes or any Reimbursement Obligation) the aggregate
outstanding amount of which Debt is in excess of $20,000,000, beyond the period
of grace if any, provided in the instrument or agreement under which such Debt
was created, or (ii) default in the observance or performance of any other
agreement or condition relating to any Debt (other than Debt under this
Agreement, the Notes or any Reimbursement Obligation), the aggregate
outstanding amount of which Debt is in excess of $20,000,000 or contained in
any instrument or agreement evidencing, securing or relating thereto or any
other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of
such Debt (or a trustee or agent on behalf of such holder or holders) to cause,
with the giving of notice if required, any such Debt to become due prior to its
stated maturity (any such notice having been given and any applicable grace
period having expired) or (iii) breach any covenant imposed upon such Person
under any agreement relating to a Permitted Securitization Transaction causing
the acceleration of the obligations thereunder or requiring the prepayment of
such obligations or termination of such securitization program prior to its
stated maturity or term and the Borrower or any Consolidated Subsidiary (other
than any Permitted Securitization Subsidiary) has liability in excess of
$20,000,000 under such Permitted Securitization Transaction.


(h)           Change in Control.  An event described in clause (i),
(ii) or (iii) below shall have occurred:
(i) during any period of twelve (12) consecutive months, individuals who
at the beginning of such period constituted the board of directors of the
Company (together with any new directors whose election by such board or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) and who were entitled to vote on such
matters, cease for any reason to constitute a majority of the board of
directors of the Company then in office, (ii) any person or group of
persons (within the meaning of Section 13(d) of the Securities Exchange Act of
1934, as amended) after the Closing Date shall obtain ownership or control in
one or more series of transactions of more than 25% of the common stock or 25%
of the voting power of the Company entitled to vote in the election of members
of the board of directors of the Company or (iii) there shall have
occurred under any indenture or other instrument evidencing any Debt in excess
of $20,000,000 any “change in control” (as defined in such indenture or other
evidence of Debt) obligating the Company to repurchase, redeem or repay all or
any part of the Debt provided for therein (any such event, a “Change in
Control”).


(i)            Voluntary
Bankruptcy Proceeding.  Any Borrower
or any Material Subsidiary thereof shall (i) commence a voluntary case
under the federal bankruptcy laws (as now or hereafter in effect),
(ii) file a petition seeking to take advantage of any other laws, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition for adjustment of debts, (iii) consent to or fail to contest
in a timely and appropriate manner any petition filed against it in an
involuntary case under such bankruptcy laws or other laws, (iv) apply for
or consent to, or fail to contest in a timely and appropriate manner, the



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appointment of, or the taking of possession by, a
receiver, custodian, trustee or liquidator of itself or of a substantial part
of its property, domestic or foreign, (v) admit in writing its inability to pay
its debts as they become due, (vi) make a general assignment for the benefit of
creditors, or (vii) take any corporate action for the purpose of authorizing
any of the foregoing.


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


(k)           Enforcement.  A creditor or an encumbrance (other than a
judgment or order of the type referred to in clause (l) of this Section
11.1) attaches or takes possession of, or a distress, execution,
sequestration or other process is levied or enforced upon or sued out against,
any of the undertakings and assets of any Borrower or any Subsidiary thereof
having a value exceeding $10,000,000 and (if capable of discharge) such
possession is not terminated or such attachment or process is not satisfied,
removed or discharge within thirty (30) days.


(l)            Judgment.  A judgment or order for the payment of money
which causes the aggregate amount of all such judgments or orders at any time
undischarged and unstayed as provided for in this paragraph (exclusive of
amounts covered by insurance provided by reputable insurers) to exceed
$10,000,000 shall be entered against any Borrower or any Subsidiary thereof by
any court and such judgment or order shall continue without discharge or stay
for a period of thirty (30) days.


(m)          Guaranty.  At any time after the execution and delivery
thereof, the guaranty given by the Company hereunder or any provision thereof
shall cease to be in full force or effect as to the Company, or the Company or
any Person acting by or on behalf of the Company shall deny or disaffirm the
Company’s obligations under such guaranty.


(n)           ERISA.  An event described in each and every clause (i),
(ii) and (iii) below shall have occurred: (i) any
Pension Plan shall fail to satisfy the minimum funding standard required for
any plan year or part thereof under Section 412 of the Code or Section 302 of
ERISA or a waiver of such standard or extension of any amortization period is
sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA,
a Reportable Event shall have occurred, a contributing sponsor (as defined in
Section 4001(a)(13) of ERISA) of a Pension Plan subject to Title IV of ERISA
shall be subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof) and an event
described in subsection .62 , .63, .64, .65, .66, .67 or .68 of PBGC Regulation
Section 4043 shall be reasonably expected to occur with respect to such Pension
Plan within the following thirty (30) days, any Pension Plan which is subject
to Title IV of ERISA shall have had or is likely to have a trustee appointed to
administer such Pension Plan, any Pension Plan which is subject to



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Title IV of ERISA is, shall have been or is likely to
be terminated or to be the subject of termination proceedings under ERISA, any
Pension Plan shall have an Unfunded Current Liability, a contribution required
to be made with respect to a Pension Plan or a Foreign Pension Plan has not
been timely made, the Borrowers or any of their Subsidiaries or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of
a Pension Plan under Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or
on account of a group health plan (as defined in Section 607(1) of ERISA or
Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the
Borrowers or any of their Subsidiaries has incurred or is likely to incur liabilities
pursuant to one or more employee welfare benefit plans (as defined in Section
3(1) of ERISA) that provide benefits to retired employees or other former
employees (other than as required by Section 601 of ERISA) or Pension Plans or
Foreign Pension Plans; (ii) there shall result from any such event or
events the imposition of a lien, the granting of a security interest or a
liability or a material risk of such a lien being imposed, such security
interest being granted or such liability being incurred, and (iii) such
lien, security interest or liability, individually, and/or in the aggregate,
has had, or could reasonably be expected to have, a Material Adverse Effect.


(o)           Borrower Joinder
Agreement.  Any default or breach
shall occur under any Borrower Joinder Agreement or the Borrower Joinder
Agreement given by any Designated Borrower shall cease to be in full force or
effect as to a Designated Borrower, or a Designated Borrower itself or through
the Company or any Person acting by or on behalf of the Designated Borrower
shall deny or disaffirm the Designated Borrower’s obligations under such
Borrower Joinder Agreement or this Agreement.


SECTION
11.2  Remedies.


Upon the occurrence and during the continuance of an
Event of Default, with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Borrowers:


(a)           Acceleration:
Termination of Facilities.  Declare
the principal of and interest on the Loans, the Notes and the Reimbursement
Obligations at the time outstanding, and all other amounts owed to the Lenders
and to the Administrative Agent under this Agreement or any of the other Loan
Documents (including, without limitation, all L/C Obligations, whether or not
the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) and all other Obligations, to be
forthwith due and payable, whereupon the same shall immediately become due and
payable without presentment, demand, protest or other notice of any kind, all
of which are expressly waived, anything in this Agreement or the other Loan
Documents to the contrary notwithstanding, and terminate the Credit Facility
and any right of the Borrowers to request borrowings or Letters of Credit
thereunder; provided that upon the occurrence of an Event of Default
specified in Section 11.1(i) or (j) with respect to the
Borrowers, the Credit Facility shall be automatically terminated and all
Obligations shall automatically become due and payable.


(b)           Letters of Credit.  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 the preceding paragraph, require the Borrowers at
such time to deposit or cause to be deposited in a



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cash collateral account opened by the Administrative
Agent (in Dollars) 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 the other
Obligations.  After all such Letters of
Credit shall have expired or been fully drawn upon, the Reimbursement
Obligation shall have been satisfied and all other Obligations shall have been
paid in full, the balance, if any, in such cash collateral account shall be
promptly returned to the Borrowers.


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


SECTION
11.3  Rights and Remedies Cumulative;
Non-Waiver; etc.


The enumeration of the rights and remedies of the
Administrative Agent and the Lenders set forth in this Agreement is not
intended to be exhaustive and the exercise by the Administrative Agent and the
Lenders of any right or remedy shall not preclude the exercise of any other
rights or remedies, all of which shall be cumulative, and shall be in addition
to any other right or remedy given hereunder or under the Loan Documents or
that may now or hereafter exist in law or in equity or by suit or
otherwise.  No delay or failure to take
action on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude other
or further exercise thereof or the exercise of any other right, power or
privilege or shall be construed to be a waiver of any Event of Default.  No course of dealing between the Borrowers,
the Administrative Agent and the Lenders or their respective agents or
employees shall be effective to change, modify or discharge any provision of
this Agreement or any of the other Loan Documents or to constitute a waiver of
any Event of Default.


ARTICLE XII


THE ADMINISTRATIVE AGENT


SECTION
12.1  Appointment of Administrative
Agent.


(a)           Each Lender irrevocably
appoints SunTrust Bank as the Administrative Agent and authorizes it to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent under this Agreement and the other Loan Documents,
together with all such actions and powers that are reasonably incidental
thereto.  The Administrative Agent may
perform any of its duties hereunder by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and
powers through their respective Related Parties.  The exculpatory provisions set forth in this
Article shall apply to any such sub-agent and the Related Parties of the
Administrative Agent and any such sub-agent and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.



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(b)           The Issuing Lender
shall act on behalf of the Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith until such time and except for so
long as the Administrative Agent may agree at the request of the Required
Lenders to act for the Issuing Lender with respect thereto; provided
that the Issuing Lender shall have all the benefits and immunities
(i) provided to the Administrative Agent in this Article XII with
respect to any acts taken or omissions suffered by the Issuing Lender in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as the term “Administrative Agent” as used in this Article
XII  included the Issuing Lender with
respect to such acts or omissions and (ii) as additionally provided in
this Agreement with respect to the Issuing Lender.


SECTION
12.2  Nature of Duties of
Administrative Agent.


The Administrative Agent shall not have any duties or
obligations except those expressly set forth in this Agreement and the other
Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default or an Event of Default has occurred and
is continuing; (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except those
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 13.1); and (c)
except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to the Company or any of its Subsidiaries
that is communicated to or obtained by the Administrative Agent or any of its
Affiliates in any capacity. The Administrative Agent shall not be liable (provided
that the Company reserves any and all rights and claims against any Lender,
including the Administrative Agent in its capacity as a Lender) for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.2) or in the
absence of its own gross negligence or willful misconduct.  The Administrative Agent shall not be deemed
to have knowledge of any Default or Event of Default unless and until written
notice thereof is given to the Administrative Agent by the Company or any
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance
or observance of any of the covenants, agreements, or other terms and conditions
set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction 
of any condition set forth in Article III or elsewhere in any
Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.


SECTION
12.3  Lack of Reliance on the
Administrative Agent.


Each of the Lenders, the Swingline Lender and the
Issuing Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender and



 91
 






 



based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each of the Lenders, the Swingline Lender and the Issuing Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any
related agreement or any document furnished hereunder or thereunder.


SECTION
12.4  Certain Rights of the
Administrative Agent.


If the Administrative Agent shall request instructions
from the Required Lenders with respect to any action or actions (including the
failure to act) in connection with this Agreement, the Administrative Agent
shall be entitled to refrain from such act or taking such act, unless and until
it shall have received instructions from such Lenders; and the Administrative
Agent shall not incur liability to any Person (provided that the Company reserves any and
all rights and claims against any Lender, including the Administrative Agent in
its capacity as a Lender) by reason of so refraining.  Without limiting the foregoing, no Lender
shall have any right of action whatsoever against the Administrative Agent as a
result of the Administrative Agent acting or refraining from acting hereunder
in accordance with the instructions of the Required Lenders where required by
the terms of this Agreement.


SECTION
12.5  Reliance by Administrative Agent.


The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed, sent or made by the proper
Person.  The Administrative Agent may
also rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Company), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not
taken by it in accordance with the advice of such counsel, accountants or
experts.


SECTION 12.6 
The Administrative Agent in its Individual Capacity.


The bank serving as the Administrative Agent shall
have the same rights and powers under this Agreement and any other Loan
Document in its capacity as a Lender as any other Lender and may exercise or
refrain from exercising the same as though it were not the Administrative
Agent; and the terms “Lenders”, “Required Lenders”, “holders of Notes”, or any
similar terms shall, unless the context clearly otherwise indicates, include
the Administrative Agent in its individual capacity.  The bank acting as the Administrative Agent
and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of business with the Company or any Subsidiary or Affiliate
of the Company as if it were not the Administrative Agent hereunder.



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SECTION 12.7 
Successor Administrative Agent.


(a)           The Administrative
Agent may resign at any time by giving notice thereof to the Lenders and the
Company. Upon any such resignation, the Required Lenders shall have the right
to appoint a successor Administrative Agent, subject to the approval by the
Company provided that no Event of Default shall exist at such time.  If no successor Administrative Agent shall
have been so appointed, and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Lender, appoint a successor Administrative Agent, which shall be a commercial
bank organized under the laws of the United States of America or any state
thereof or a bank which maintains an office in the United States, having a
combined capital and surplus of at least $500,000,000.


(b)           Upon the acceptance of
its appointment as the Administrative Agent hereunder by a successor, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan Documents.  If within 45 days after written notice is
given of the retiring Administrative Agent’s resignation under this Section
12.7 no successor Administrative Agent shall have been appointed and shall
have accepted such appointment, then on such 45th day (i) the retiring Administrative Agent’s
resignation shall become effective, (ii) the retiring Administrative Agent
shall thereupon be discharged from its duties and obligations under the Loan
Documents and (iii) the Required Lenders shall thereafter perform all
duties of the retiring Administrative Agent under the Loan Documents until such
time as the Required Lenders appoint a successor Administrative Agent as
provided above. After any retiring Administrative Agent’s resignation
hereunder, the provisions of this Article XII shall continue in
effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any actions taken or not taken by any
of them while it was serving as the Administrative Agent.


SECTION
12.8  Additional Agencies; No Duties
Imposed Upon Syndication Agents or Co-Documentation Agents.


(a)           The Administrative
Agent, in consultation with the Arrangers, shall have the right from time to
time to designate one or more Co-Documentation Agents.  Upon any such designation, the Administrative
Agent shall have the right to replace the cover page to this Agreement to
reflect the addition of such Person as Co-Documentation Agent.


(b)           None of the Persons
designated on the cover page hereof as a “Syndication Agent”, “Co-Documentation
Agent” or “Joint Lead Arranger” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement or any of the other Loan
Documents other than, if such Person is a Lender, those applicable to all
Lenders as such.  Without limiting the
foregoing, none of the Persons designated as a “Syndication Agent”, “Co-Documentation
Agent” or “Joint Lead Arranger” shall have or be deemed to have any fiduciary
duty to or fiduciary relationship with any Lender.  In addition to the agreements set forth in Section
12.8, each of the Lenders acknowledges that it has not relied, and will not
rely, on any of the Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.



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SECTION
12.9  Indemnification.


The Lenders agree to indemnify the Administrative
Agent in its capacity as such and (to the extent not reimbursed by the
Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to the respective amounts of their Revolving Credit
Commitment Percentages from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes or any Reimbursement
Obligation) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement or the other Loan
Documents, 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 the Administrative 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 to the extent they result from the
Administrative Agent’s bad faith, gross negligence or willful misconduct.  The agreements in this Section 12.7
shall survive the payment of the Notes, any Reimbursement Obligation and all
other amounts payable hereunder and the termination of this Agreement.


ARTICLE XIII


MISCELLANEOUS


SECTION
13.1  Notices.


(a)           Method of
Communication.  Except as otherwise
provided in this Agreement, all notices and communications hereunder shall be
in writing, or by telephone subsequently confirmed in writing.  Any notice shall be effective if delivered by
hand delivery or sent via telecopy, recognized overnight courier service or
certified mail, return receipt requested, and shall be presumed to be received
by a party hereto (i) on the date of delivery if delivered by hand or sent
by telecopy, (ii) on the next Business Day if sent by recognized overnight
courier service and (iii) on the third Business Day following the date
sent by certified mail, return receipt requested.  A telephonic notice to the Administrative
Agent as understood by the Administrative Agent will be deemed to be the
controlling and proper notice in the event of a discrepancy with or failure to
receive a confirming written notice.


(b)           Electronic
Communications.  Notices and other
communications to the Lenders and the Issuing Lender hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or
the Issuing Lender pursuant to Articles II or III if such Lender
or the Issuing Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Articles by electronic
communication.  The Administrative Agent
or the Company may, in its discretion (but shall be under no obligation to),
agree (which agreement shall be in writing executed by the applicable party to
the other party) 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.



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


(c)           The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  Subject to
compliance with Section 13.10, in no event shall the Administrative
Agent, any Arranger or any of their respective Related Parties (collectively,
the “Agent Parties”) have any liability to any Borrower, any Lender, the
Issuing Lender or any other Person for losses, claims, damages, liabilities or
expenses of any kind (whether in tort, contract or otherwise) arising out of
any Borrower’s or the Administrative Agent’s or any Arranger’s transmission of
Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent; provided, however,
that in no event shall any Agent Party have any liability to any Borrower, any
Lender, the Issuing Lender or any other Person for indirect, special,
incidental, consequential or punitive damages (as opposed to direct or actual
damages).


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


If the Company or any Designated Borrower:


	
  

  	
   

  	
  Equifax Inc.

  
	
   

  	
   

  	
  1550 Peachtree St., N.W.

  
	
   

  	
   

  	
  Atlanta, GA 30309

  
	
   

  	
   

  	
  Attention: Michael G. Schirk, Senior Vice

  President and Treasurer

  
	
   

  	
   

  	
  Telephone No.: (404) 885-8915

  
	
   

  	
   

  	
  Telecopy No.: (404) 885-8121

  



 



 95
 






 



 


	
  If the Administrative Agent:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
  303 Peachtree Street, N. E., 3rd Floor

  
	
   

  	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
   

  	
  Attention: Don Besch

  
	
   

  	
   

  	
  Telecopy Number: (404) 588-8833

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  SunTrust Capital Markets, Inc.

  
	
   

  	
   

  	
  c/o Agency Services

  
	
   

  	
   

  	
  303 Peachtree Street, N. E./ 25th Floor

  
	
   

  	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
   

  	
  Attention: Dorris Folsom

  
	
   

  	
   

  	
  Telecopy Number: (404) 658-4906

  
	
   

  	
   

  	
   

  
	
  If the Issuing Lender:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
  25 Park Place, N. E./Mail Code 3706, 16th Floor

  
	
   

  	
   

  	
  Atlanta, Georgia 30303

  
	
   

  	
   

  	
  Attention: Sharon Anderson

  
	
   

  	
   

  	
  Telecopy Number: (404) 588-8129

  
	
   

  	
   

  	
   

  
	
  If the Swingline Lender:

  	
   

  	
  SunTrust Bank

  
	
   

  	
   

  	
  303 Peachtree Street, N.E./3rd Floor

  
	
   

  	
   

  	
  Atlanta, Georgia 30308

  
	
   

  	
   

  	
  Attention: Don Besch

  
	
   

  	
   

  	
  Telecopy Number: (404) 588-8833

  
	
   

  	
   

  	
   

  
	
  If any other Lender:

  	
   

  	
  the address and other contact information set forth
  under such Lender’s name on the signature pages hereof or otherwise in the
  Assignment and Acceptance delivered by such Lender at the time it became a
  Lender hereunder

  



 


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


SECTION
13.2  Expenses, Indemnity.


The Borrowers jointly and severally agree to (a) pay
all reasonable and actual out-of-pocket expenses of the Administrative Agent
and the Arrangers in connection with (i) the preparation, execution and
delivery of this Agreement and each other Loan Document, whenever the same
shall be executed and delivered, including without limitation the reasonable
out-of-pocket syndication and due diligence expenses and reasonable and actual
fees and disbursements



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of counsel for the
Administrative Agent and the Arrangers (including the allocated cost of
internal counsel); provided, that, notwithstanding the foregoing set
forth in this clause (i), with respect to the fees and disbursements of
counsel for the Administrative Agent and the Arrangers incurred prior to the
Closing Date, the Borrowers shall only be obligated to pay the fees and
disbursements of Mayer, Brown, Rowe & Maw LLP and Alston & Bird LLP;
and (ii) the preparation, negotiation, execution and delivery of any
waiver, amendment or consent by the Administrative Agent, the Arrangers or the
Lenders relating to this Agreement or any other Loan Document, including
without limitation reasonable fees and disbursements of counsel for the
Administrative Agent and the Arrangers (including the allocated cost of
internal counsel); (b) pay all reasonable and actual fees and
disbursements of counsel to the Administrative Agent incurred in connection
with the administration of the Credit Facility; (c) pay all reasonable out of
pocket expenses of the Administrative Agent, the Arrangers and each Lender
actually incurred in connection with the enforcement of any rights and remedies
of the Administrative Agent, the Arrangers and the Lenders under the Credit
Facility, including, to the extent reasonable under the circumstances,
consulting with accountants, attorneys and other Persons concerning the nature,
scope or value of any right or remedy of the Administrative Agent, the
Arrangers or any Lender hereunder or under any other Loan Document or any
factual matters in connection therewith, which expenses shall include without
limitation the reasonable fees and disbursements of such Persons (including the
allocated cost of internal counsel); and (d) defend, indemnify and hold
harmless the Administrative Agent, the Arrangers, the Issuing Lender, the
Swingline Lender, and the Lenders, and their respective parents, Subsidiaries, Affiliates,
employees, agents, officers and directors, from and against any losses,
penalties, fines, liabilities, settlements, damages, costs and expenses,
suffered by any such Person in connection with any claim, investigation,
litigation or other proceeding, including claims brought by the Company, any
Borrower or any of their Subsidiaries or Affiliates against the Administrative
Agent, the Issuing Lender, the Swingline Lender, the Arrangers or any Lender
(whether or not the Administrative Agent, the Arrangers, the Issuing Lender,
the Swingline Lender or any Lender is a party thereto) and the prosecution and
defense thereof, arising out of or in any way connected with this Agreement,
the Credit Facility, any other Loan Document, the Loans or the Notes or, subject
to the limitations in Section 13.21, as a result of the breach of any of
the Borrowers’ obligations hereunder, including without limitation reasonable
and actual attorney’s fees (including the allocated cost of internal counsel),
consultant’s fees and settlement costs; provided, however, that
the Borrowers shall not be obligated to indemnify any such indemnified party
for any such amounts to the extent that a court having competent jurisdiction
shall have determined by a final judgment (not subject to further appeal) that
such amounts resulted from (i) a breach of the loan documents by such
indemnified party or (ii) the gross negligence or willful misconduct on
the part of the indemnified party.


SECTION
13.3  Set-off.


In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance
thereof, the Lenders and any assignee or participant of a Lender in accordance
with Section 13.9 are hereby authorized by the Borrowers at any time or
from time to time, without notice to the Borrowers or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and to
apply (including, without limitation, the right to combine currencies) any and
all deposits (general or special, time or demand, including, but not



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limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any
other indebtedness at any time held or owing by the Lenders, or any such
assignee or participant to or for the credit or the accounts of the respective
Borrowers against and on account of the Obligations irrespective of whether or
not (a) the Lenders shall have made any demand under this Agreement or any of
the other Loan Documents or (b) the Administrative Agent shall have declared
any or all of the Obligations to be due and payable as permitted by Section 11.2
and although such Obligations shall be contingent or unmatured.


SECTION
13.4  Governing Law.


This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of Georgia,
without giving effect to the conflict of law principles thereof.


SECTION
13.5  Consent to Jurisdiction.


Each of the parties hereto hereby irrevocably consents
to the personal jurisdiction of the state and federal courts located in Fulton
County, Georgia, in any action, claim or other proceeding arising out of any
dispute in connection with this Agreement, the Notes and the other Loan
Documents, any rights or obligations hereunder or thereunder, or the
performance of such rights and obligations. 
Each of the parties hereto hereby irrevocably consents to the service of
a summons and complaint and other process in any action, claim or proceeding
brought by any other party hereto in connection with this Agreement, the Notes
or the other Loan Documents, any rights or obligations hereunder or thereunder,
or the performance of such rights and obligations, on behalf of itself or its
property, in the manner specified in Section 13.1.  Each Designated Borrower hereby appoints the
Company as its agent in the United States for service of process.  Nothing in this Section 13.5 shall
affect the right of any of the parties hereto to serve legal process in any
other manner permitted by Applicable Law or affect the right of any of the
parties hereto to bring any action or proceeding against any other party hereto
or its properties in the courts of any other jurisdictions.


SECTION
13.6  Waiver of Jury Trial:  Limitation on Damages.


(A)          TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY CREDIT
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE



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CONSENT OF THE SIGNATORIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


(B)          CONSEQUENTIAL AND
OTHER DAMAGES.  NEITHER THE ADMINISTRATIVE AGENT, ANY LENDER, THE ARRANGERS, THE
ISSUING LENDER OR THE SWINGLINE LENDER OR ANY OF THEIR RELATED PARTIES OR
AGENTS SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY, ANY BORROWER OR ANY THEIR
SUBSIDIARIES OR AFFILIATES FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES
THAT MAY BE ALLEGED AS A RESULT OF THE CREDIT FACILITY OR ANY OF THE LOAN
DOCUMENTS OR ANY TRANSACTION CONTEMPLATED BY THE CREDIT FACILITY.


SECTION
13.7  Reversal of Payments.


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


SECTION
13.8  Accounting Matters.


Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time, provided that, if the Company
notifies the Administrative Agent that the Borrowers request an amendment to
any provision hereof to eliminate the effect of any change occurring after the
date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the
Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application there of, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance therewith.


SECTION
13.9  Successors and Assigns;
Participations.


(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 no
Borrower may 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 a Borrower without such consent shall be null and
void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective



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successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


(b)           Any Lender may assign
to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Aggregate Revolving
Credit Commitment and the Loans (including for purposes of this subsection (b),
participations in L/C Obligations and in Swingline Loans) at the time owing to
it); provided that (i) except in the case of an assignment of the
entire remaining amount of the assigning Lender’s Aggregate Revolving Credit
Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Aggregate Revolving Credit
Commitment (which for this purpose includes Loans outstanding thereunder)
subject to each such assignment, determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent, shall not be less than $10,000,000 unless each of the Administrative
Agent, the Swingline Lender and the Issuing Lender and, so long as no Default
or Event of Default has occurred and is continuing, the Company otherwise
consents (each such consent not to be unreasonably withheld or delayed),
(ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except
that this clause (ii) shall not apply to rights in respect of
outstanding Swingline Loans, and (iii) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance agreement in substantially the form of Exhibit H (an “Assignment
and Acceptance”), together with a processing and recordation fee of
$1,000.  Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c)
of this Section, from and after the effective date specified in each Assignment
and Acceptance, the Eligible Assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance 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 4.8, 4.9, 4.10, 4.11, 13.2
and 13.14).  Upon request, the
Borrowers (at their expense) shall execute and deliver new or replacement Notes
to the assigning Lender and the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with subsection
(d) of this Section.


(c)           The Administrative
Agent, acting solely for this purpose as an agent of the Borrowers, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Revolving Credit Commitments (and components
thereof) of, and principal amount of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive absent manifest error, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The



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Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


(d)           Any Lender may, without
the consent of, or notice to, the Borrowers, the Administrative Agent, the Swingline
Lender or the Issuing Lender sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its
Revolving Credit Commitment and/or the Loans (including such Lender’s
participations in L/C Obligations and/or Swingline Loans) owing to it); provided
that (i) such Lender’s obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrowers, the Administrative Agent and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification that would
(i) postpone any date upon which any payment of money is scheduled to be
paid to such Participant, (ii) reduce the principal, interest, fees or
other amounts payable to such Participant (other than as a result of (x)
waiving the applicability of any post-default increases in interest rates or (y)
an amendment approved by the Required Lenders as set forth in the definition of
“Applicable Percentage” following the withdrawal by S&P and/or Moody’s of
an Applicable Rating), (iii) permit any assignment (other than as
specifically contemplated in this Agreement) of any of the Borrowers’ rights
and obligations hereunder or (iv) release the Borrower from its obligations
hereunder.  Subject to subsection (e)
of this Section, the Borrowers agree that each Participant shall be entitled to
the benefits of Sections 4.8, 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b) of this
Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 13.3 as though it were a Lender, provided such
Participant agrees to be subject to Section 4.6 as though it were a
Lender.


(e)           A Participant shall not
be entitled to receive any greater payment under Sections 4.8, 4.9,
4.10 or 4.11 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 4.11
unless the Company is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with Section
4.11(e) as though it were a Foreign Lender.


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



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(g)           If the consent of the Company
to an assignment or to an Eligible Assignee is required hereunder (including a
consent to an assignment which does not meet the minimum assignment threshold
specified in clause (i) of the proviso to the first sentence of Section
13.9(b), the Company shall be deemed to have given its consent five
Business Days after the date notice thereof has been delivered by the assigning
Lender (through the Administrative Agent) unless such consent is expressly
refused by a Borrower prior to such fifth Business Day.


(h)           Notwithstanding
anything to the contrary contained herein, if at any time SunTrust assigns all
of its Revolving Credit Commitment and Loans pursuant to subsection (b)
above, SunTrust may, (i) upon thirty (30) days’ written notice to the
Company and the Lenders, resign as Issuing Lender and/or (ii) upon five
(5) Business Days’ written notice to the Company, terminate the Swingline
Maximum.  In the event of any such
resignation as Issuing Lender or termination of the Swingline Maximum, the
Company shall be entitled to appoint from among the Lenders a successor Issuing
Lender and/or Swingline Lender hereunder; provided that no failure by
the Company to appoint any such successor shall affect the resignation of
SunTrust as Issuing Lender or the termination of the Swingline Maximum, as the
case may be.  SunTrust shall retain all
the rights and obligations of the Issuing Lender hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as
Issuing Lender and all L/C Obligations with respect thereto (including the
right to require the Lenders to make Base Rate Loans or fund participations
pursuant to Section 3.4.  If
SunTrust terminates the Swingline Maximum, it shall retain all the rights of
the Swingline Lender provided for hereunder with respect to Swingline Loans
made by it and outstanding as of the effective date of such termination,
including the right to require the Lenders to make Base Rate Loans or fund
participations in outstanding Swingline Loans pursuant to Section 2.5(b).


(i)            Designation of SPVs.


(i)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Designating Lender”)
may grant to one or more special purpose funding vehicles (each, an “SPV”),
identified as such in writing from time to time by the Designating Lender to
the Administrative Agent and the Company, the option to provide to the Company
all or any part of any Loan that such Designating Lender would otherwise be
obligated to make to the Company pursuant to this Agreement; provided that (A)
nothing herein shall constitute a commitment by any SPV to make any Loan, (B)
if an SPV elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Designating Lender shall be obligated to make
such Loan pursuant to the terms hereof, (C) the Designating Lender shall remain
liable for any indemnity or other payment obligation with respect to its
Commitments hereunder and (D) each such SPV would satisfy the requirements of Section
4.11 if such SPV was a Lender hereunder. 
The making of a Loan by an SPV hereunder shall utilize the Commitment of
the Designating Lender to the same extent as a Loan made by, and as if such
Loan were made by, such Designating Lender.


(ii)           As to any Loans or
portion thereof made by it, each SPV shall have all the rights that a Lender
making such Loans or portion thereof would have had under this Agreement; provided,
however, that each SPV shall have granted to its Designating Lender an
irrevocable power of attorney, to deliver and receive all communications and



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notices under this
Agreement (and any related documents), including, without limitation, any
Notice of Revolving Credit Borrowing and any Notice of
Conversion/Continuation,  and to exercise
on such SPV’s behalf, all of such SPV’s voting rights under this
Agreement.  No additional Note shall be
required to evidence the Loans or portion thereof made by an SPV; and the
related Designating Lender shall be deemed to hold its Note as agent for such
SPV to the extent of the Loans or portion thereof funded by such SPV.  In addition, any payments for the account of
any SPV shall be paid to its Designating Lender as agent for such SPV.


(iii)          Each party hereto hereby
agrees that no SPV shall be liable for any indemnity or payment under this
Agreement for which a Lender would otherwise be liable for so long as, and to
the extent, the Designating Lender provides such indemnity or makes such
payment.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding prior indebtedness of any SPV,
it will not institute against, or join any other person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or similar proceedings under the laws of the United States or any
State thereof.


(iv)          In addition,
notwithstanding anything to the contrary contained in this Section 13.9
or otherwise in this Agreement, any SPV may (A) at any time and without paying
any processing fee therefor, assign or participate all or a portion of its
interest in any Loans to the Designating Lender (or to any other SPV of such
Designating Lender) or to any financial institutions providing liquidity and/or
credit support to or for the account of such SPV to support the funding or
maintenance of Loans and (B) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to
such SPV.  This Section may not be
amended without the written consent of any Designating Lender affected thereby.


SECTION
13.10  Confidentiality.


Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of Confidential Information, except that
Confidential Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information
confidential), solely for use in connection with this Agreement; (b) to
the extent requested by any regulatory authority; (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process; (d) to any other party to this Agreement; (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or the enforcement of rights hereunder; (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to (i) any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty’s or prospective
counterparty’s



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professional advisor) to
any credit derivative transaction relating to obligations of the Borrowers; (g)
with the consent of the Borrowers; (h) to the extent such Confidential
Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Administrative
Agent or any Lender on a nonconfidential basis from a source other than the
Borrowers; or (i) to the National Association of Insurance Commissioners
or any other similar organization or any nationally recognized rating agency
that requires access to information about a Lender’s or its Affiliates’
investment portfolio in connection with ratings issued with respect to such
Lender or its Affiliates.  Any Person
required to maintain the confidentiality of Confidential Information as
provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Confidential Information as such Person
would accord to its own confidential information.


SECTION
13.11  Amendments, Waivers and
Consents.


Except as set forth below, any term, covenant,
agreement or condition of this Agreement or any of the other Loan Documents may
be amended or waived by the Lenders and any consent may be given by the
Lenders, if, but only if, such amendment, waiver or consent is in writing
signed by the Required Lenders (or by the Administrative Agent with the consent
of the Required Lenders) and delivered to the Administrative Agent and, in the
case of an amendment, signed by the Borrowers; provided that no
amendment, waiver or consent shall, without the consent of each Lender affected
thereby, (a) increase the amount of any Lender’s Commitment or extend the time
of the obligation of the Lenders to make Loans or issue or participate in
Letters of Credit, (b) extend the originally scheduled time or times of payment
of the principal of any Loan or Reimbursement Obligation or the time or times
of payment of interest or fees on any Loan or Reimbursement Obligation (except
as expressly contemplated by Sections 2.7 or 2.8), (c) reduce the
rate of interest or fees payable on any Loan or Reimbursement Obligation (other
than as a result of (x) waiving the applicability of any post-default increases
in interest rates or (y) an amendment approved by the Required Lenders as set
forth in the definition of “Applicable Percentage” following the withdrawal by
S&P and/or Moody’s of an Applicable Rating) (d) reduce the principal
amount of any Loan or Reimbursement Obligation, (e) permit any assignment
(other than as specifically permitted or contemplated in this Agreement) of any
of the Borrowers’ rights and obligations hereunder, (f) release the Company
from its guaranty hereunder or (g) amend the provisions of this Section or the
percentage set forth in the definition of Required Lenders.  In addition, no amendment, waiver or consent
to the provisions of (i) Article XII shall be made without the
written consent of the Administrative Agent, (ii) Section 2.6
shall be made without the consent of the Swingline Lender and (iii) Article
III shall be made without the written consent of each Issuing Lender.


Notwithstanding the fact that the consent of all the
Lenders is required in certain circumstances as set forth above, (x) each
Lender is entitled to vote as such Lender sees fit on any bankruptcy
reorganization plan that affects the Loans, and each Lender acknowledges that
the provisions of Section 1126(c) of the Federal Bankruptcy Code (as now or
hereafter in effect) supersedes the unanimous consent provisions set forth
herein and (y) the Required Lenders may consent to allow a Borrower to use cash
collateral in the context of a bankruptcy or insolvency proceeding.



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SECTION
13.12  Performance of Duties.


The Borrowers’ obligations under this Agreement and
each of the Loan Documents shall be performed by the Borrowers at their sole
cost and expense.


SECTION
13.13  All Powers Coupled with Interest.


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


SECTION
13.14  Survival of Indemnities.


Notwithstanding any termination of this Agreement, the
indemnities to which the Administrative Agent, the Arrangers and the Lenders
are entitled under the provisions of this Article XIII and any other
provision of this Agreement and the Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent, the Arrangers and the
Lenders against events arising after such termination as well as before,
including after the Borrowers’ acceptance of the Lenders’ commitments for the
Credit Facility, notwithstanding any failure of such facility to close.


SECTION
13.15  Titles and Captions.


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


SECTION
13.16  Severability of Provisions.


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


SECTION
13.17  Counterparts.


This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement. 
Delivery of any executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.



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SECTION
13.18  Term of Agreement.


(a)           This Agreement shall
become effective at such time, on or after the Closing Date, that the
conditions precedent set forth in Section 5.1 have been satisfied
or waived and when it shall have been executed by each of the Borrowers and the
Administrative Agent, and the Administrative Agent shall have received copies
of the signature pages hereto (telefaxed or otherwise) which, when taken
together, bear the signatures of each Lender (including the Issuing Lender),
and thereafter this Agreement shall be binding upon and inure to the benefit of
each Borrower, each Lender (including the Issuing Lender) and the
Administrative Agent, together with their permitted successors and assigns.


(b)           This Agreement shall
remain in effect from the Closing Date through and including the date upon
which all Obligations shall have been indefeasibly and irrevocably paid and
satisfied in full, all Letters of Credit have been terminated or expired and
the Aggregate Revolving Credit Commitment has been terminated.  No termination of this Agreement shall affect
the rights and obligations of the parties hereto arising prior to such
termination.


SECTION
13.19  Inconsistencies with Other
Documents; Independent Effect of Covenants.


(a)           In the event there is a
conflict or inconsistency between this Agreement and any other Loan Document,
the terms of this Agreement shall control.


(b)           The Borrowers expressly
acknowledge and agree that each covenant contained in Article VIII and Article
IX shall be given independent effect.


SECTION
13.20  Judgment Currency.


If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or under any other Loan
Document in one currency into another currency, the rate of exchange used shall
be that at which in accordance with normal banking procedures the
Administrative Agent could purchase the first currency with such other currency
on the Business Day preceding that on which final judgment is given.  The obligation of any Borrower in respect of
any such sum due from it to the Administrative Agent or any Lender hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
“Agreement Currency”), be discharged only to the extent that on the
Business Day following receipt by the Administrative Agent or such Lender of
any sum adjudged to be so due in the Judgment Currency, the Administrative
Agent or such Lender may in accordance with normal banking procedures purchase
the Agreement Currency with the Judgment Currency.  If the amount of the Agreement Currency so
purchased is less than the sum originally due to the Administrative Agent or
such Lender in the Agreement Currency, the Borrowers jointly and severally
agree, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender or the Person to whom such
obligation was owing against such loss. 
If the amount of the Agreement Currency so purchased is greater than the
sum originally due to the Administrative Agent or such Lender in such



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currency, the
Administrative Agent or such Lender agrees to return the amount of any excess
to the Borrowers (or to any other Person who may be entitled thereto under
applicable law).


SECTION
13.21  Several Obligations of the
Borrowers.


Except as otherwise expressly set forth herein, the
obligations of each of the Borrowers (other than the Company) under this
Agreement and the Loan Documents are several and not joint and several
obligations.  Without limiting the
generality of the preceding sentence, no Borrower (other than the Company)
shall be responsible for or be deemed to have guaranteed the obligations of any
other Borrower hereunder or under any of the other Loan Documents.


SECTION
13.22  Subordination of Company’s
Claims Against the Designated Borrowers.


The Borrowers hereby agree that any claims of the
Company against a Designated Borrower or any rights the Company has to be
indemnified by a Designated Borrower shall be subordinate in right of payment
to the payment and satisfaction in full of the Guaranteed Obligations to the
Administrative Agent and the Lenders under this Agreement and the other Loan
Documents.


SECTION
13.23  Patriot Act Notification.


The following notification is provided to the Company
pursuant to Section 326 of the Patriot Act:


IMPORTANT INFORMATION
ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. 
To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services
product.  When the Company opens an
account, the Lenders will ask for Company’s name, tax identification number,
business address, and other information that will allow the Lenders to identify
the Company.  The Lenders may also ask to
see Company’s legal organizational documents or other identifying documents.


SECTION 13.24  No Advisory or Fiduciary Responsibility.  In connection with all aspects of each
transaction contemplated under this Agreement and the other Loan Documents,
each Borrower acknowledges and agrees, and acknowledges its Subsidiaries
understanding, that: (i) the Credit Facilities
provided for hereunder and any related arranging or other services in
connection therewith (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document) are an arm’s-length
commercial transaction between the Borrowers and their respective Subsidiaries,
on the one hand, and the Administrative Agent and the Arrangers, on the other
hand, and the Borrowers are capable of evaluating and understanding and
understand and accept the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with
the process leading to such transaction, the Administrative Agent and each of
the Arrangers each is and has been acting solely as a principal and is not the
financial advisor, agent or fiduciary, for any of the Borrowers



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or any of their
respective Affiliates, stockholders, creditors or employees or any other
Person; (iii) neither the Administrative Agent nor either of the Arrangers
has assumed or will assume an advisory, agency or fiduciary responsibility in
favor of any Borrower with respect
to any of the transactions contemplated under this Agreement and the other Loan
Documents or the process leading thereto, including with respect to any
amendment, waiver or other modification hereof or of any other Loan Document
(irrespective of whether the Administrative Agent or either of the Arrangers
has advised or is currently advising any of the Borrowers or their respective
Affiliates on other matters) and none of the Administrative Agent or the
Arrangers has any obligation to any of the Borrowers or
their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other
Loan Documents; (iv) the Administrative Agent, the Arrangers and their
respective Affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of any of the Borrowers and their
respective Affiliates, and neither the Administrative Agent nor either of the
Arrangers has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship; and (v) the Administrative Agent
and the Arrangers have not provided and will not provide any legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby (including any amendment, waiver or other modification hereof or of any
other Loan Document) and each Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate.  Each Borrower hereby waives and releases, to
the fullest extent permitted by law, any claims that it may have against the
Administrative Agent and the Arrangers with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any Loan Document or the transactions
contemplated under this Agreement or the other Loan Documents.


SECTION
13.25  Effect of Amendment and
Restatement of the Existing Credit Agreement.


On the Closing Date, the Existing Credit Agreement
shall be amended and restated in its entirety. 
The parties hereto acknowledge and agree that (a) this Agreement and the
other Loan Documents, whether executed and delivered in connection herewith or
otherwise, do not constitute a novation or termination of the “Obligations” (as
defined in the Existing Credit Agreement under the Existing Credit Agreement as
in effect immediately prior to the Closing Date and which remain outstanding;
and (b) except for any “Obligations” (as defined in the Existing Credit
Agreement) which are expressly contemplated to be repaid on the Closing Date
and to the extent are in fact so repaid, the “Obligations” (as amended and
restated hereby and which are hereinafter subject to the terms herein) are in
all respects continuing.



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IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Agreement as of the date first above written.


	
  COMPANY:

  	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


	
  DESIGNATED
  BORROWER:

  	
   

  	
  EQUIFAX PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


[SIGNATURE PAGE TO CREDIT AGREEMENT – EQUIFAX INC.]









 



 


	
  LENDERS:

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
  Individually and as Administrative Agent, as

  Issuing Lender and as Swingline Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  REGIONS BANK

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  BEAR STEARNS CORPORATE

  
	
   

  	
   

  	
  LENDING INC.

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						










 



 


	
  

  	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: