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EXECUTION COPY 


[[NYCORP:2458875v7:4471C:01/10/05--09:29 p]]

$350,000,000 



CREDIT AGREEMENT 



dated as of January 13,
2005, 



among 



LABORATORY CORPORATION
OF AMERICA HOLDINGS, 



THE LENDERS NAMED HEREIN 



and 



CREDIT SUISSE FIRST
BOSTON, 



as Administrative Agent 



     _________________ 



CREDIT SUISSE FIRST BOSTON 



and 



UBS SECURITIES LLC, 



as Joint Bookrunners and 



Co-Lead Arrangers 



BANK OF AMERICA, N.A., 



SUNTRUST BANK, 



UBS SECURITIES LLC and 



WACHOVIA SECURITIES 



as Co-Syndication Agents 



[CS&M Ref No.
5865-295] 









4 



[[NYCORP:2458875v7:4471C:01/10/05--09:29 p]]

                                            TABLE OF CONTENTS

                                                                                                      Page


                                                ARTICLE I

                                               Definitions

SECTION 1.01.         Defined Terms.............................................1
SECTION 1.02.         Terms Generally......... ................................16
SECTION 1.03.         Classification of Loans and Borrowings...................16


                                                ARTICLE II

                                               The Credits

SECTION 2.01.         Commitments..............................................17
SECTION 2.02.         Loans....................................................17
SECTION 2.03.         Competitive Bid Procedure................................19
SECTION 2.04.         Borrowing Procedure......................................21
SECTION 2.05.         Evidence of Debt; Repayment of Loans.....................21
SECTION 2.06.         Fees.....................................................22
SECTION 2.07.         Interest on Loans........................................23
SECTION 2.08.         Default Interest.........................................24
SECTION 2.09.         Alternate Rate of Interest...............................24
SECTION 2.10.         Termination and Reduction of Commitments.................25
SECTION 2.11.         Conversion and Continuation of Borrowings................25
SECTION 2.12.         Optional Prepayment......................................27
SECTION 2.13.         Reserve Requirements; Change in Circumstances............27
SECTION 2.14.         Change in Legality.......................................29
SECTION 2.15.         Break Funding............................................29
SECTION 2.16.         Pro Rata Treatment.......................................30
SECTION 2.17.         Sharing of Setoffs.......................................30
SECTION 2.18.         Payments.................................................31
SECTION 2.19.         Taxes................................................ ...31
SECTION 2.20.         Assignment of Commitments Under Certain Circumstances;
                      Duty to Mitigate................................ ........33
SECTION 2.21.         Letters of Credit........................................34
SECTION 2.22.         Incremental Commitments..................................39


                                               ARTICLE III

                                      Representations and Warranties

SECTION 3.01.         Organization; Powers.....................................40
SECTION 3.02.         Authorization............................................40
SECTION 3.03.         Enforceability...........................................41
SECTION 3.04.         Governmental Approvals...................................41
SECTION 3.05.         Financial Statements.....................................41
SECTION 3.06.         No Material Adverse Change...............................41
SECTION 3.07.         Subsidiaries.............................................41
SECTION 3.08.         Litigation; Compliance with Laws.........................41
SECTION 3.09.         Federal Reserve Regulations..............................42
SECTION 3.10.         Investment Company Act; Public Utility Holding
                                        Company Act............................42
SECTION 3.11.         Use of Proceeds..........................................42
SECTION 3.12.         Tax Returns..............................................42
SECTION 3.13.         No Material Misstatements................................42
SECTION 3.14.         Employee Benefit Plans...................................42
SECTION 3.15.         Environmental Matters.......................... .........43
SECTION 3.16.         Senior Indebtedness......................................43


                                                ARTICLE IV

                                          Conditions of Lending

SECTION 4.01.         All Credit Events........................................43
SECTION 4.02.         Closing Date.............................................43


                                                ARTICLE V

                                          Affirmative Covenants

SECTION 5.01.         Existence; Businesses and Properties.....................45
SECTION 5.02.         Insurance................................................45
SECTION 5.03.         Obligations and Taxes....................................45
SECTION 5.04.         Financial Statements, Reports, etc.......................46
SECTION 5.05.         Litigation and Other Notices.............................47
SECTION 5.06.         Maintaining Records; Access to Properties and
                                Inspections...................  ...............47
SECTION 5.07.         Use of Proceeds..........................................47


                                                ARTICLE VI

                                            Negative Covenants

SECTION 6.01.         Subsidiary Indebtedness..................................48
SECTION 6.02.         Liens......................................... ..........49
SECTION 6.03.         Sale and Lease-Back Transactions.........................50
SECTION 6.04.         Mergers, Consolidations and Sales of Assets..............50
SECTION 6.05.         Restricted Payments......................................50
SECTION 6.06.         Business of Borrower and Subsidiaries....................51
SECTION 6.07.         Interest Coverage Ratio........................ .........51
SECTION 6.08.         Maximum Leverage Ratio...................................51
SECTION 6.09.         Hedging Agreements.............................. ........51


                                               ARTICLE VII

                                            Events of Default



                                               ARTICLE VIII

                                         The Administrative Agent



                                                ARTICLE IX

                                              Miscellaneous

SECTION 9.01.         Notices..................................................56
SECTION 9.02.         Survival of Agreement....................................56
SECTION 9.03.         Binding Effect...........................................56
SECTION 9.04.         Successors and Assigns...................................57
SECTION 9.05.         Expenses; Indemnity......................................61
SECTION 9.06.         Right of Setoff..........................................62
SECTION 9.07.         Applicable Law...........................................62
SECTION 9.08.         Waivers; Amendment.......................................62
SECTION 9.09.         Interest Rate Limitation.................................63
SECTION 9.10.         Entire Agreement................................ ........63
SECTION 9.11.         WAIVER OF JURY TRIAL............................. .......63
SECTION 9.12.         Severability.............................................64
SECTION 9.13.         Counterparts......................................  .....64
SECTION 9.14.         Headings.................................................64
SECTION 9.15.         Jurisdiction; Consent to Service of Process..............64
SECTION 9.16.         Confidentiality..................................... ....65
SECTION 9.17.         Termination of Existing Credit Agreements................65
SECTION 9.18.         USA Patriot Act Notice...................................66






Schedule 1.01(a)  Existing Letters of Credit
Schedule 2.01              Lenders and Commitments
Schedule 3.07              Subsidiaries


Exhibit A                  Form of Administrative Questionnaire
Exhibit B                  Form of Assignment and Acceptance
Exhibit C                  Form of Borrowing Request
Exhibit D-1                Form of Competitive Bid Request
Exhibit D-2                Form of Notice of Competitive Bid Request
Exhibit D-3                Form of Competitive Bid
Exhibit D-4                Form of Competitive Bid Accept/Reject Letter
Exhibit E-1                Form of Opinion of Chief Legal Counsel of the Borrower
Exhibit E-2                Form of Opinion of Hogan and Hartson L.L.P.





                                                                                                        36


[[NYCORP:2458875v7:4471C:01/10/05--09:29 p]]


	 	        CREDIT
AGREEMENT dated as of January 13, 2005, among LABORATORY CORPORATION OF AMERICA
HOLDINGS, a Delaware corporation (the “Borrower”), the Lenders (as defined in
Article I), and CREDIT SUISSE FIRST BOSTON, as administrative agent (in such
capacity, the “Administrative Agent”) for the Lenders. 







        The
Borrower has requested the Lenders to extend credit in the form of Revolving Loans (such
term and each other capitalized term used but not defined herein having the meaning given
it in Article I) at any time and from time to time prior to the Maturity Date, in an
aggregate principal amount at any time outstanding not in excess of the Total Commitment
($350,000,000 as of the Closing Date). The Borrower has also requested the Lenders to
provide a procedure pursuant to which the Borrower may invite the Lenders to bid on an
uncommitted basis on short-term borrowings by the Borrower. The Borrower has requested the
Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time
outstanding not in excess of the L/C Commitment ($125,000,000 as of the Closing Date), to
support payment obligations incurred in the ordinary course of business by the Borrower
and its Subsidiaries. The proceeds of the Loans are to be used solely for general
corporate purposes of the Borrower and its Subsidiaries, including (a) working
capital, (b) capital expenditures, (c) the funding of share repurchases and
other Restricted Payments permitted hereunder, (d) acquisitions and (e) the repayment
of all amounts outstanding or due under the Existing Credit Agreements. 



        The
Lenders are willing to extend such credit to the Borrower and the Issuing Bank is willing
to issue Letters of Credit for the account of the Borrower, in each case on the terms and
subject to the conditions set forth herein. Accordingly, the parties hereto agree as
follows: 



ARTICLE I 



Definitions 


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


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



        “Acquisition”
shall mean the acquisition by the Borrower or any wholly owned Subsidiary of the Borrower
of all or substantially all of the assets of a person or line of business of such person,
or all or substantially all of the Equity Interests of a person, in each case where the
aggregate consideration (in whatever form) payable by the Borrower or any Subsidiary
exceeds $10,000,000. 



        “Administrative
Agent Fees” shall have the meaning assigned to such term in Section 2.06(b). 



        “Administrative Questionnaire”
shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as
may be supplied from time to time by the Administrative Agent. 



        “Affiliate”
shall mean, when used with respect to a specified person, another person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the person specified. 



        “Aggregate
Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’
Revolving Credit Exposures. 



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



        “Applicable
Percentage” shall mean, for any day, with respect to any Eurodollar Loan (other than
any Eurodollar Competitive Loan) or with respect to the Facility Fees, as the case may be,
the applicable percentage set forth below under the caption “Eurodollar Spread”
or “Facility Fee Percentage”, as the case may be, based upon the rating by
S&P applicable on such date to the Index Debt: 



                                Eurodollar               Facility Fee Percentage
SandP Rating                         Spread
Category 1                      0.275%                   0.100%
Equal to or
greater than A-
Category 2                      0.375%                   0.125%
BBB+
Category 3                      0.475%                   0.150%
BBB
Category 4                      0.575%                   0.175%
BBB-
Category 5                      0.750%                   0.250%
Less than BBB-




        For
purposes of the foregoing, (i) if S&P shall not have in effect a rating for the Index
Debt (other than by reason of the circumstances referred to in the last sentence of this
definition), then S&P shall be deemed to have established a rating in Category 5; and
(ii) if the rating established or deemed to have been established by S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system of
S&P), such change shall be effective as of the date on which it is first announced by
S&P. Each change in the Applicable Percentage shall apply during the period commencing
on the effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of S&P shall change, or
if S&P shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect
such changed rating system or the non-availability of a rating from S&P and, pending
the effectiveness of any such amendment, the Applicable Percentage shall be determined by
reference to the rating most recently in effect prior to such change or cessation. 



        “Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and
an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit B or such other form as shall be approved by the Administrative Agent. 



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



        “Borrowing”
shall mean (a) Loans of the same Type made, converted or continued on the same date and,
in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b)
a Borrowing described in the definition of the term “Competitive Borrowing”. 



        “Borrowing
Request” shall mean a request by the Borrower in accordance with the terms of
Section 2.04. 



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



        “Capital
Lease Obligations” of any person shall mean the obligations of such person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP. 



        A
“Change in Control” shall be deemed to have occurred if (a) any person or
group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in
effect on the date hereof) shall own directly or indirectly, beneficially or of record,
shares representing more than 40% of the aggregate ordinary voting power represented by
the issued and outstanding capital stock of the Borrower or (b) a majority of the
seats (other than vacant seats) on the board of directors of the Borrower shall at any
time be occupied by persons who were neither (i) nominated by the board of directors
of the Borrower nor (ii) appointed by directors so nominated. 



        “Change
in Law” shall mean (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.13, by any
lending office of such Lender or by such Lender’s or Issuing Bank’s holding
company, if any) with any request, guideline or directive (whether or not having the force
of law) of any Governmental Authority made or issued after the date of this Agreement. 



        “Closing
Date” shall mean January 13, 2005. 



        “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time. 



        “Commitment”
shall mean, with respect to each Lender, the commitment of such Lender to make Loans and
to acquire participations in Letters of Credit hereunder as set forth on Schedule 2.01, or
in the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as
applicable, as the same may be (a) reduced from time to time pursuant to
Section 2.10, (b) increased from time to time pursuant to Section 2.22 and
(c) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. 



        “Competitive
Bid” shall mean an offer by a Lender to make a Competitive Loan pursuant to
Section 2.03(b) in the form of Exhibit D-3. 



        “Competitive
Bid Accept/Reject Letter” shall mean a notification made by the Borrower pursuant to
Section 2.03(d) in the form of Exhibit D-4. 



        “Competitive
Bid Rate” shall mean, as to any Competitive Bid, (i) in the case of a Eurodollar
Loan, the Margin, and (ii) in the case of a Fixed Rate Loan, the fixed rate of
interest offered by the Lender making such Competitive Bid. 



        “Competitive
Bid Request” shall mean a request made by the Borrower pursuant to
Section 2.03(a). 



        “Competitive
Borrowing” shall mean a Borrowing consisting of a Competitive Loan or concurrent
Competitive Loans from the Lender or Lenders whose Competitive Bids for such Borrowing
have been accepted by the Borrower under the bidding procedure described in
Section 2.03. 



        “Competitive
Loan” shall mean a Loan from a Lender to the Borrower pursuant to the bidding
procedure described in Section 2.03. Each Competitive Loan shall be a Eurodollar
Competitive Loan or a Fixed Rate Loan. 



        “Confidential
Information Memorandum” shall mean the Confidential Information Memorandum of the
Borrower dated December 2004. 



        “Consolidated
EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a)
without duplication and to the extent deducted in determining such Consolidated Net
Income, the sum of (i) consolidated interest expense net of interest income for such
period, (ii) consolidated income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization for such period and (iv) any extraordinary
charges and all non-cash write-offs and write-downs of amortizable and depreciable items
for such period, and minus (b) without duplication, to the extent included in determining
such Consolidated Net Income, any extraordinary gains and all non-cash items of income for
such period, all determined on a consolidated basis in accordance with GAAP. 



        “Consolidated
Interest Expense” shall mean, for any period, the interest expense (including (a)
imputed interest expense in respect of Capital Lease Obligations and (b) the amortization
of original issue discount in connection with the Subordinated Notes and other
Indebtedness issued with original issue discount) of the Borrower and the Subsidiaries for
such period, net of interest income, in each case determined on a consolidated basis in
accordance with GAAP. For purposes of the foregoing, interest expense shall be determined
after giving effect to any net payments made or received by the Borrower or any Subsidiary
with respect to interest rate Hedging Agreements. 



        “Consolidated
Net Income” shall mean, for any period, the net income or loss of the Borrower and
the Subsidiaries for such period determined on a consolidated basis in accordance with
GAAP. 



        “Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and the terms “Controlling” and
“Controlled” shall have meanings correlative thereto. 



        “Credit
Event” shall have the meaning assigned to such term in Section 4.01. 



        “Default”
shall mean any event or condition which upon notice, lapse of time or both would
constitute an Event of Default. 



        “dollars”
or “$” shall mean lawful money of the United States of America. 



        “Environmental Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments or
injunctions issued, promulgated or entered into by any Governmental Authority, relating to
the environment, the preservation or reclamation of natural resources, the management or
release of Hazardous Materials or to the effect of the environment on human health and
safety. 



        “Environmental
Liability” shall mean liabilities, obligations, claims, actions, suits, judgments or
orders under or relating to any Environmental Law for any damages, injunctive relief,
losses, fines, penalties, fees, expenses (including fees and expenses of attorneys and
consultants) or costs, whether contingent or otherwise, including those arising from or
relating to (a) any action to address the on- or off-site presence, release of, or
exposure to, Hazardous Materials, (b) permitting and licensing, governmental
administrative oversight and financial assurance requirements, (c) any personal
injury (including death), any property damage (real or personal) or natural resource
damage and (d) the violation of any Environmental Law. 



        “Equity
Interests” shall mean shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
interests in any person, or any obligations convertible into or exchangeable for, or
giving any person a right, option or warrant to acquire such equity interests or such
convertible or exchangeable obligations; provided that the Subordinated Notes are deemed
not to constitute Equity Interests of the Borrower. 



        “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to
time. 



        “ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or
(c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code. 



        “ERISA
Event” shall mean (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal or
partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (e) the receipt by the Borrower or any of its ERISA Affiliates from
the PBGC or a plan administrator of any notice relating to the intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any
amendment to a Plan that would require the provision of security pursuant to Section
401(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by the Borrower or any of
its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to
be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h)
the occurrence of a “prohibited transaction” with respect to which the Borrower
or any of the Subsidiaries is a “disqualified person” (within the meaning of
Section 4975 of the Code) or with respect to which the Borrower or any such Subsidiary
could otherwise be liable. 



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



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



        “Excluded
Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income, franchise or similar taxes imposed on (or measured
by) its net income by the United States of America, the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located (or, in the
case of any Lender, in which its applicable lending office is located), or, in the case of
a jurisdiction that imposes taxes on the basis of management or control or other concept
or principle of residence, the jurisdiction in which such recipient is so resident, (b)
Taxes imposed by reason of any present or former connection between such person and the
jurisdiction imposing such Taxes, other than solely as a result of the execution and
delivery of this Agreement, the making of any Loans hereunder or the performance of any
action provided for hereunder, (c) any branch profits taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction in which the Borrower is
located and (d) in the case of a Foreign Lender (other than as an assignee pursuant to a
request by the Borrower under Section 2.20(a)), any withholding tax that (i) is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to
this Agreement (or designates a new lending office), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.19(a) or (ii) is attributable to
such Foreign Lender’s failure to comply with Section 2.19(e). 



        “Existing
Credit Agreements” shall mean, collectively, (a) the Three-Year Credit Agreement
dated as of February 20, 2002, as amended, among the Borrower, the lenders from time
to time party thereto, and Credit Suisse First Boston, as administrative agent, and
(b) the 364-Day Credit Agreement dated as of January 13, 2004, among the Borrower,
the Lenders from time to time party thereto, and Credit Suisse First Boston, as
administrative agent. 



        “Existing
Letter of Credit” shall mean each letter of credit previously issued for the account
of the Borrower that (a) is outstanding on the Closing Date and (b) is listed on
Schedule 1.01(a). 



        “Facility
Fee” shall have the meaning assigned to such term in Section 2.06(a). 



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



        “Fees”
shall mean the Facility Fees, the Administrative Agent Fees, the L/C Participation Fees
and the Issuing Bank Fees. 



        “Financial
Officer” of any person shall mean the chief financial officer, principal accounting
officer, Treasurer or Controller of such person. 



        “Fixed
Rate Borrowing” shall mean a Borrowing comprised of Fixed Rate Loans. 



        “Fixed Rate
Loan” shall mean any Competitive Loan bearing interest at a fixed percentage rate per
annum (expressed in the form of a decimal to no more than four decimal places) specified
by the Lender making such Loan in its Competitive Bid. 



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



        “GAAP”
shall mean generally accepted accounting principles applied on a consistent basis. 



        “Governmental
Authority” shall mean any Federal, state, local or foreign court or governmental
agency, authority, instrumentality or regulatory body. 



        “Granting
Lender” shall have the meaning assigned to such term in Section 9.04(i). 



        “Guarantee”
of or by any person (the “guarantor”) shall mean any obligation, contingent or
otherwise, of such person guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness of the
payment of such Indebtedness or other obligation, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an
account party in respect of any letter of credit or letter of guaranty issued to support
such Indebtedness; provided, however, that the term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of business. 



        “Hazardous
Materials” shall mean (a) petroleum products and byproducts, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, radon gas, chlorofluorocarbons
and all other ozone-depleting substances and (b) any chemical, material, substance,
waste, pollutant or contaminant that is prohibited, limited or regulated by or pursuant to
any Environmental Law. 



        “Hedging
Agreement” shall mean any interest rate protection agreement, foreign currency
exchange agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement. 



        “Incremental
Commitment” shall mean the Commitment of any Lender established pursuant to Section
2.22. 



        “Incremental
Commitment Agreement” shall mean an Incremental Commitment Assumption Agreement in
form and substance reasonably satisfactory to the Administrative Agent, among the
Borrower, the Administrative Agent, and one or more Incremental Lenders and, if
applicable, the Issuing Bank. 



        “Incremental
Commitment Amount” shall mean, at any time, the excess, if any, of $150,000,000 over
the aggregate amount of all Incremental Commitments established prior to such time
pursuant to Section 2.22. 



        “Incremental
Lender” shall mean a Lender with an Incremental Commitment. 



        “Indebtedness”
of any person shall mean, 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 or assets purchased by such
person, (d) all obligations of such person issued or assumed as the deferred purchase
price of property or services (excluding trade accounts payable and accrued obligations
incurred in the ordinary course of business), (e) all Indebtedness of others secured
by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such person,
whether or not the obligations secured thereby have been assumed, (f) all Guarantees
by such person of Indebtedness of others, (g) all Capital Lease Obligations of such
person, (h) all obligations, contingent or otherwise, of such person as an account
party in respect of letters of credit and letters of guaranty, (i) all obligations,
contingent or otherwise, of such person in respect of bankers’ acceptances and (j)
all obligations of such person to make contingent cash payments in respect of any
acquisition, to the extent such obligations are or are required to be shown as liabilities
on the balance sheet of such person in accordance with GAAP. The Indebtedness of any
person shall include the Indebtedness of any other entity (including any partnership in
which such person is a general partner) to the extent such person is liable therefor as a
result of such person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such person is not liable
therefor. 



        “Indemnified
Taxes” shall mean Taxes other than Excluded Taxes. 



        “Index
Debt” shall mean the senior, unsecured, non-credit enhanced, long-term indebtedness
for borrowed money of the Borrower. 



        “Interest
Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for
such period to (b) Consolidated Interest Expense for such period. 



        “Interest
Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day
of each March, June, September and December and (b) with respect to any Eurodollar Loan or
Fixed Rate Borrowing, the last day of the Interest Period applicable to the Borrowing of
which such Loan is a part or such Fixed Rate Borrowing, as the case may be, and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration or a Fixed Rate Borrowing with an Interest Period of more than 90 days’
duration, each day that would have been an Interest Payment Date had successive Interest
Periods of three months’ or 90 days’ duration, respectively, been applicable to
such Borrowing. 



        “Interest
Period” shall mean, (a) with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day
(or, if there is no numerically corresponding day, on the last day) in the calendar month
that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect, and
(b) with respect to any Fixed Rate Borrowing, the period commencing on the date of
such Borrowing and ending on the date specified in the Competitive Bids in which the
offers to make the Fixed Rate Loans comprising such Borrowing were extended, which shall
not be earlier than 30 days after the date of such Borrowing or later than 360 days after
the date of such Borrowing; provided, however, that if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing. 



        “Issuing
Bank” shall mean, as the context may require, (a) Credit Suisse First Boston, in its
capacity as the issuer of Letters of Credit hereunder, (b) with respect to each Existing
Letter of Credit, the Lender that issued such Existing Letter of Credit, and (c) any other
Lender that may become an Issuing Bank pursuant to Section 2.21(i) or 2.21(k), with
respect to Letters of Credit issued by such Lender. The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate. 



        “Issuing
Bank Fees” shall have the meaning assigned to such term in Section 2.06(c). 



        “L/C
Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit
pursuant to Section 2.21. The aggregate amount of the L/C Commitment on the Closing
Date is $125,000,000. The L/C Commitment may be increased from time to time pursuant to
Section 2.22(a). 



        “L/C
Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant
to a Letter of Credit. 



        “L/C
Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time and (b) the aggregate principal amount of
all L/C Disbursements that have not yet been reimbursed at such time. The L/C Exposure of
any Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure
at such time. 



        “L/C
Participation Fee” shall have the meaning assigned to such term in
Section 2.06(c). 



        “Lenders”
shall mean (a) the persons listed on Schedule 2.01 and (b) any person that has become
a party hereto pursuant to an Assignment and Acceptance or an Incremental Commitment
Assumption Agreement (in each case, other than any such person that has ceased to be a
party hereto pursuant to an Assignment and Acceptance). 



        “Letter
of Credit” shall mean any letter of credit issued pursuant to Section 2.21 and
any Existing Letter of Credit. 



        “Leverage
Ratio” shall mean, on any date, the ratio of Total Debt on such date to Consolidated
EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior
to such date. Solely for purposes of this definition, if at the time of any determination
of the Leverage Ratio an Acquisition shall have been completed during the relevant period,
the Consolidated EBITDA for such period shall be reformulated on a pro forma basis to give
effect to such Acquisition as if it had occurred on the first day of such period. For
purposes of the foregoing, all pro forma adjustments shall be (a) only those required or
permitted by Regulation S-X of the Securities Act of 1933 or otherwise based on reasonably
detailed written assumptions reasonably acceptable to the Administrative Agent and (b)
certified by a Financial Officer of the Borrower as having been prepared in good faith
based upon reasonable assumptions. 



        “LIBO
Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
the rate per annum determined by the Administrative Agent at approximately 11:00 a.m.,
London time, on the date that is two Business Days prior to the commencement of such
Interest Period by reference to the British Bankers’ Association Interest Settlement
Rates for deposits in dollars (as set forth by the Bloomberg Information Service or any
successor thereto or any other service selected by the Administrative Agent which has been
nominated by the British Bankers’ Association as an authorized information vendor for
the purpose of displaying such rates) for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the foregoing
provisions of this definition, the “LIBO Rate” shall be the interest rate per
annum determined by the Administrative Agent to be the average of the rates per annum at
which dollar deposits of $10,000,000 are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by the Administrative Agent
at approximately 11:00 a.m. (London time) on the date that is two Business Days prior
to the beginning of such Interest Period. 



        “Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
encumbrance, charge or security interest in or on such asset or (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset. 



        “Loans”
shall mean the Revolving Loans and, the Competitive Loans. 



        “Margin”
shall mean, as to any Eurodollar Competitive Loan, the margin (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places) to be added
to or subtracted from the LIBO Rate in order to determine the interest rate applicable to
such Loan, as specified in the Competitive Bid relating to such Loan. 



        “Margin
Stock” shall have the meaning assigned to such term in Regulation U. 



        “Material
Adverse Effect” shall mean a materially adverse effect on the financial condition,
results of operations or business of the Borrower and the Subsidiaries, taken as a whole. 



        “Material
Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit),
or obligations in respect of one or more Hedging Agreements, of any one or more of the
Borrower and the Subsidiaries in an aggregate principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the
obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting agreements) that
the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time. 



        “Material
Subsidiary” shall mean at any time any Subsidiary, except Subsidiaries which, if
aggregated and considered as a single Subsidiary, would not meet the definition of a
“significant subsidiary” contained as of the date hereof in Regulation S-X of
the Securities and Exchange Commission. 



        “Maturity
Date” shall mean January 13, 2010. 



        “Moody’s”
shall mean Moody’s Investors Service, Inc. 



        “Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA. 



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



        “PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA. 



      “Permitted Investments”
shall mean:



     (a)    
          direct obligations of, or obligations the principal of and interest on which are
          unconditionally guaranteed by, the United States of America (or by any agency
          thereof to the extent such obligations are backed by the full faith and credit
          of the United States of America), in each case maturing within one year from the
          date of acquisition thereof; 



     (b)    
          investments in foreign and domestic commercial paper maturing within 270 days
          from the date of acquisition thereof and having, at such date of acquisition,
          the highest credit rating obtainable from S&P or from Moody’s; 



     (c)    
          investments in certificates of deposit, banker’s acceptances and time
          deposits maturing within one year from the date of acquisition thereof issued or
          guaranteed by or placed with, and money market deposit accounts issued or
          offered by, the Administrative Agent or any domestic office of any commercial
          bank organized under the laws of the United States of America or any State
          thereof that has a combined capital and surplus and undivided profits of not
          less than $500,000,000; 



     (d)    
          fully collateralized repurchase agreements with a term of not more than 30 days
          for securities described in clause (a) above and entered into with a financial
          institution satisfying the criteria of clause (c) above; 



     (e)    
          investments in “money market funds” within the meaning of Rule 2a-7 of
          the Investment Company Act of 1940, as amended, substantially all of whose
          assets are invested in investments of the type described in clauses (a) through
          (d) above; 



     (f)    
          investments in so-called market auction securities rated Aa2 or higher by
          Moody’s or AA or higher by S&P and which have a reset date not more
          than 365 days from the date of acquisition thereof; and 



     (g)    
          investments in readily-marketable obligations of Indebtedness of any State of
          the United States or any municipality organized under the laws of any State of
          the United States or any political subdivision thereof which, at the time of
          acquisition, are accorded either of the two highest ratings by S&P,
          Moody’s or another nationally recognized credit rating agency of similar
          standard, in any such case maturing no later than one year after the date of
          acquisition thereof. 



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



        “Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or
Section 307 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA. 



        “Prime
Rate” shall mean the rate of interest per annum publicly announced from time to time
by the Administrative Agent as its prime rate in effect at its principal office in New
York City; each change in the Prime Rate shall be effective on the date such change is
publicly announced as being effective. 



        “Pro
Rata Percentage” of any Lender at any time shall mean the percentage of the Total
Commitment represented by such Lender’s Commitment. In the event the Commitments
shall have expired or been terminated, the Pro Rata Percentages shall be determined on the
basis of the Commitments most recently in effect. 



        “Register”
shall have the meaning assigned to such term in Section 9.04(d). 



        “Regulation
T” shall mean Regulation T of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof. 



        “Regulation
U” shall mean Regulation U of the Board as from time to time in effect and all
official rulings and interpretations thereunder or thereof. 



        “Regulation X”
shall mean Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof. 



        “Related
Parties” shall mean, with respect to any specified person, such person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such
person and such person’s Affiliates. 



        “Required
Lenders” shall mean, at any time, Lenders having Commitments (or, if the Commitments
have terminated, Loans) representing at least a majority of the Total Commitment (or if
the Commitments have terminated, the aggregate amount of Loans outstanding) at such time
or, for purposes of acceleration pursuant to clause (ii) of the last paragraph of Article
VII, Lenders having Loans, L/C Exposures and unused Commitments representing at least a
majority of the sum of all Loans outstanding, L/C Exposure and unused Commitments. 



        “Restricted
Payment” shall mean (a) any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or (b) any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, other than a payment to the extent
consisting of Equity Interests of equal or junior ranking, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any Equity Interests in
the Borrower or any Subsidiary. It is understood that the withholding of shares, and the
payment of cash to the Internal Revenue Service in an amount not to exceed the value of
the withheld shares, by the Company in connection with any of its stock incentive plans
shall not constitute Restricted Payments. 



        “Revolving
Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans. 



        “Revolving Credit
Exposure” shall mean, with respect to any Lender at any time, the aggregate principal
amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate
amount at such time of such Lender’s L/C Exposure. 



        “Revolving
Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant to
Section 2.01. Each Revolving Loan shall be a Eurodollar Revolving Loan or an ABR
Revolving Loan. 



        “S&P”
shall mean Standard & Poor’s Ratings Service. 



        “SPC”
shall have the meaning assigned to such term in Section 9.04(i). 



        “Subordinated
Notes” shall mean the Borrower’s Zero Coupon Liquid Yield Option (Subordinated
Convertible) Notes due 2021, in an aggregate principal amount at maturity of $744,000,000. 



        “Subordinated
Note Documents” shall mean the indenture under which the Subordinated Notes were
issued and all other instruments, agreements and other documents evidencing or governing
the Subordinated Notes or providing for any Guarantee or other right in respect thereof. 



        “subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any
corporation, partnership, association or other business entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or more than 50% of the general partnership
interests are, at the time any determination is being made, owned, controlled or held, or
(b) that is, at the time any determination is made, 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. 



        “Subsidiary”
shall mean any subsidiary of the Borrower. 



        “Synthetic
Purchase Agreement” shall mean any swap, derivative or other agreement or combination
of agreements pursuant to which the Borrower or any Subsidiary is or may become obligated
to make (a) any payment in connection with a purchase by any third party from a person
other than the Borrower or any Subsidiary of any Equity Interest or (b) any payment (other
than on account of a permitted purchase by it of any Equity Interest) the amount of which
is determined by reference to the price or value at any time of any Equity Interest;
provided that no phantom stock or similar plan providing for payments only to current or
former directors, officers or employees of the Borrower or the Subsidiaries (or to their
heirs or estates) shall be deemed to be a Synthetic Purchase Agreement. 



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



        “Total
Debt” shall mean, at any time, the total Indebtedness of the Borrower and the
Subsidiaries at such time (excluding Indebtedness of the type described in clause (h)
of the definition of such term, except to the extent of any unreimbursed drawings
thereunder). 



        “Total
Commitment” shall mean, at any time, the aggregate amount of the Commitments, as in
effect at such time. The Total Commitment on the Closing Date is $350,000,000. 



        “Transactions”
shall have the meaning assigned to such term in Section 3.02. 



        “Type”,
when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to
which interest on such Loan or on the Loans comprising such Borrowing is determined. For
purposes hereof, the term “Rate” shall include the LIBO Rate and the Alternate
Base Rate. 



        “USA
Patriot Act” shall mean the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)). 



        “wholly
owned Subsidiary” of any person shall mean a subsidiary of such person of which
securities (except for directors’ qualifying shares) or other ownership interests
representing 100% of the Equity Interests are, at the time any determination is being
made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of
such person or by such person and one or more wholly owned Subsidiaries of such person. 



        “Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I
of Subtitle E of Title IV of ERISA. 



SECTION 1.02. Terms Generally. The
definitions in Section 1.01 shall apply equally to both the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”; and the words
“asset” and “property” shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights. All references herein to
Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require. 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, however, that if the Borrower notifies the Administrative
Agent that the Borrower wishes to amend any covenant in Article VI or any related
definition to eliminate the effect of any change in GAAP occurring after the date of this
Agreement on the operation of such covenant (or if the Administrative Agent notifies the
Borrower that the Required Lenders wish to amend Article VI or any related definition
for such purpose), then the Borrower’s compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change in GAAP
became effective, until either such notice is withdrawn or such covenant is amended in a
manner satisfactory to the Borrower and the Required Lenders. 



SECTION 1.03. Classification of Loans
and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by
Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).
Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and
Type (e.g., a “Eurodollar Revolving Borrowing”). 



ARTICLE II 



The Credits 



SECTION 2.01. Commitments. Subject to
the terms and conditions and relying upon the representations and warranties herein set
forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the
Borrower, at any time and from time to time on or after the date hereof, and until
the earlier of the Maturity Date and the termination of the Commitment of such Lender in
accordance with the terms hereof, in an aggregate principal amount at any time outstanding
that will not result in such Lender’s Revolving Credit Exposure exceeding such
Lender’s Commitment minus the amount by which the outstanding Competitive Borrowings
shall be deemed to have utilized such Commitment in accordance with Section 2.16.
Within the limits set forth in the preceding sentence and subject to the terms, conditions
and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow
Revolving Loans. 



SECTION 2.02. Loans. (a) Each Loan
(other than Competitive Loans) shall be made as part of a Borrowing consisting of Loans
made by the Lenders ratably in accordance with their respective Commitments; provided,
however, that the failure of any Lender to make any Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however, that no
Lender shall be responsible for the failure of any other Lender to make any Loan required
to be made by such other Lender). Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.03. Except for Loans deemed made pursuant to
Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate
principal amount that is (i) an integral multiple of $1,000,000 and not less than
$10,000,000 or (ii) equal to the remaining available balance of the Commitments. 



     (b)    
          Subject to Sections 2.09 and 2.14, each Competitive Borrowing shall be
          comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and each
          other Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
          the Borrower may request pursuant to Section 2.03 or 2.04, as applicable.
          Each Lender may at its option make any Eurodollar Loan by causing any domestic
          or foreign branch or Affiliate of such Lender to make such Loan; provided that
          any exercise of such option shall not affect the obligation of the Borrower to
          repay such Loan in accordance with the terms of this Agreement. Borrowings of
          more than one Type may be outstanding at the same time; provided, however, that
          the Borrower shall not be entitled to request any Borrowing that, if made, would
          result in more than 15 Eurodollar Borrowings outstanding hereunder at any
          time. For purposes of the foregoing, Borrowings having different Interest
          Periods, regardless of whether they commence on the same date, shall be
          considered separate Borrowings. 



     (c)    
          Except with respect to Loans made pursuant to Section 2.02(f), each Lender
          shall make each Loan to be made by it hereunder on the proposed date thereof by
          wire transfer of immediately available funds to such account in New York City as
          the Administrative Agent may designate not later than 11:00 a.m., New York
          City time, and the Administrative Agent shall promptly credit the amounts so
          received to an account in the name of the Borrower and designated by the
          Borrower in the applicable Borrowing Request or Competitive Bid Request or, if a
          Borrowing shall not occur on such date because any condition precedent herein
          specified shall not have been met, return the amounts so received to the
          respective Lenders. 



     (d)    
          Unless the Administrative Agent shall have received notice from a Lender prior
          to the date of any Borrowing that such Lender will not make available to the
          Administrative Agent such Lender’s portion of such Borrowing, the
          Administrative Agent may assume that such Lender has made such portion available
          to the Administrative Agent on the date of such Borrowing in accordance with
          paragraph (c) above and the Administrative Agent may, in reliance upon such
          assumption, make available to the Borrower on such date a corresponding amount.
          If the Administrative Agent shall have so made funds available then, to the
          extent that such Lender shall not have made such portion available to the
          Administrative Agent, such Lender and the Borrower severally agree to repay to
          the Administrative Agent forthwith on demand such corresponding amount together
          with interest thereon, for each day from the date such amount is made available
          to the Borrower until the date such amount is repaid to the Administrative Agent
          at (i) in the case of the Borrower, the interest rate applicable at the
          time to the Loans comprising such Borrowing and (ii) in the case of such
          Lender, a rate determined by the Administrative Agent to represent its cost of
          overnight or short-term funds (which determination shall be conclusive absent
          manifest error). If such Lender shall repay to the Administrative Agent such
          corresponding amount, such amount shall constitute such Lender’s Loan as
          part of such Borrowing for purposes of this Agreement. 



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



     (f)    
          If the Issuing Bank shall not have received from the Borrower the payment
          required to be made by Section 2.21(e) within the time specified in such
          Section, the Issuing Bank will promptly notify the Administrative Agent of the
          L/C Disbursement and the Administrative Agent will promptly notify each Lender
          of such L/C Disbursement and its Pro Rata Percentage thereof. Each Lender shall
          pay by wire transfer of immediately available funds to the Administrative Agent
          not later than 2:00 p.m., New York City time, on such date (or, if such Lender
          shall have received such notice later than 12:00 (noon), New York City time, on
          any day, not later than 10:00 a.m., New York City time, on the immediately
          following Business Day), an amount equal to such Lender’s Pro Rata
          Percentage of such L/C Disbursement (it being understood that such amount shall
          be deemed to constitute an ABR Loan of such Lender and such payment shall be
          deemed to have reduced the L/C Exposure), and the Administrative Agent will
          promptly pay to the Issuing Bank amounts so received by it from the Lenders. The
          Administrative Agent will promptly pay to the Issuing Bank any amounts received
          by it from the Borrower pursuant to Section 2.21(e) prior to the time that
          any Lender makes any payment pursuant to this paragraph (f); any such amounts
          received by the Administrative Agent thereafter will be promptly remitted by the
          Administrative Agent to the Lenders that shall have made such payments and to
          the Issuing Bank, as their interests may appear. If any Lender shall not have
          made its Pro Rata Percentage of such L/C Disbursement available to the
          Administrative Agent as provided above, such Lender and the Borrower severally
          agree to pay interest on such amount, for each day from and including the date
          such amount is required to be paid in accordance with this paragraph to but
          excluding the date such amount is paid, to the Administrative Agent for the
          account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
          equal to the interest rate applicable to Revolving Loans pursuant to
          Section 2.07(a), and (ii) in the case of such Lender, for the first such
          day, the Federal Funds Effective Rate, and for each day thereafter, the
          Alternate Base Rate. 



SECTION 2.03. Competitive Bid
Procedure. (a) In order to request Competitive Bids, the Borrower shall notify the
Administrative Agent of such request by telephone (i) in the case of a Eurodollar
Competitive Borrowing, not later than 11:00 a.m., New York City time, four Business
Days before the proposed date of such Borrowing and (ii) in the case of a Fixed Rate
Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the
proposed date of such Borrowing. Provided that no two Competitive Bid Requests submitted
on the same day shall be identical, the Borrower may submit up to (but not more than)
three Competitive Bid Requests on the same day, but a Competitive Bid Request shall not be
made within five Business Days after the date of any previous Competitive Bid Request
unless such previous Competitive Bid Request shall have been rejected by the
Administrative Agent, as provided below. No ABR Loan shall be requested in, or made
pursuant to, a Competitive Bid Request. 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 substantially in the form of Exhibit D-1. A Competitive
Bid Request that does not conform substantially to the format of Exhibit D-1 may be
rejected by the Administrative Agent and the Administrative Agent shall notify the
Borrower of such rejection as promptly as practicable. Each Competitive Bid Request shall
refer to this Agreement and specify (i) whether the Borrowing being requested is to
be a Eurodollar Borrowing or a Fixed Rate Borrowing; (ii) the date of such Borrowing
(which shall be a Business Day); (iii) the number and the location of the account to which
funds are to be disbursed (which shall be an account that complies with the requirements
of Section 2.02(c)); (iv) the aggregate principal amount of such Borrowing, which
shall be a minimum of $10,000,000 and an integral multiple of $1,000,000, and in any event
shall not result in the sum of the Aggregate Revolving Credit Exposure and the aggregate
outstanding principal amount of Competitive Loans, after giving effect to such Borrowing,
exceeding the Total Commitment; and (v) the Interest Period with respect thereto
(which may not end after the Maturity Date). Promptly after its receipt of a Competitive
Bid Request that is not rejected, the Administrative Agent shall invite the Lenders in the
form set forth as Exhibit D-2 to bid to make Competitive Loans pursuant to the
Competitive Bid Request. 



     (b)    
          Each Lender may make one or more Competitive Bids to the Borrower responsive to
          a Competitive Bid Request. Each Competitive Bid by a Lender must be received by
          the Administrative Agent by telecopy, (i) in the case of a Eurodollar
          Competitive Borrowing, not later than 9:30 a.m., New York City time, three
          Business Days before the proposed date of such Competitive Borrowing, and
          (ii) in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
          New York City time, on the proposed date of such Competitive Borrowing.
          Competitive Bids that do not conform substantially to the format of
          Exhibit D-3 may be rejected by the Administrative Agent, and the
          Administrative Agent shall notify the applicable Lender as promptly as
          practicable. Each Competitive Bid shall refer to this Agreement and specify
          (x) the principal amount (which shall be a minimum of $5,000,000 and an
          integral multiple of $1,000,000 and which may equal the entire principal amount
          of the Competitive Borrowing requested by the Borrower) of the Competitive Loan
          or Loans that the Lender is willing to make, (y) the Competitive Bid Rate
          or Rates at which the Lender is prepared to make such Loan or Loans and
          (z) the Interest Period applicable to such Loan or Loans and the last day
          thereof. 



     (c)    
          The Administrative Agent shall promptly notify the Borrower by telecopy of the
          Competitive Bid Rate and the principal amount of each Competitive Loan in
          respect of which a Competitive Bid shall have been made and the identity of the
          Lender that shall have made each bid. 



     (d)    
          The Borrower may, subject only to the provisions of this paragraph (d),
          accept or reject any Competitive Bid. The Borrower shall notify the
          Administrative Agent by telephone, confirmed by telecopy in the form of a
          Competitive Bid Accept/Reject Letter, whether and to what extent it has decided
          to accept or reject each Competitive Bid, (x) in the case of a Eurodollar
          Competitive Borrowing, not later than 10:30 a.m., New York City time, three
          Business Days before the date of the proposed Competitive Borrowing, and
          (y) in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.,
          New York City time, on the proposed date of the Competitive Borrowing; provided,
          however, that (i) the failure of the Borrower to give such notice shall be
          deemed to be a rejection of each Competitive Bid, (ii) the Borrower shall
          not accept a Competitive Bid made at a particular Competitive Bid Rate if the
          Borrower has decided to reject a Competitive Bid made at a lower Competitive Bid
          Rate, (iii) the aggregate amount of the Competitive Bids accepted by the
          Borrower shall not exceed the principal amount specified in the Competitive Bid
          Request, (iv) if the Borrower shall accept a Competitive Bid or Bids made
          at a particular Competitive Bid Rate but the amount of such Competitive Bid or
          Bids would cause the total amount to be accepted by the Borrower to exceed the
          amount specified in the Competitive Bid Request, then the Borrower shall accept
          a portion of such Competitive Bid or Bids in an amount equal to the amount
          specified in the Competitive Bid Request less the amount of all other
          Competitive Bids so accepted, 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 Bid, and (v) except pursuant to
          clause (iv) above, no Competitive Bid shall be accepted for a Competitive
          Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000
          and an integral multiple of $1,000,000; provided further, however, that if a
          Competitive Loan must be in an amount less than $5,000,000 because of the
          provisions of clause (iv) above, such Competitive Loan may be for a minimum of
          $1,000,000 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) the amounts shall be
          rounded to integral multiples of $1,000,000 in a manner determined by the
          Borrower. A notice given by the Borrower pursuant to this paragraph (d) 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, in what amount
          and at what Competitive Bid Rate), and each successful bidder will thereupon
          become bound, upon the terms and subject to the conditions hereof, to make the
          Competitive Loan in respect of which its Competitive Bid has been accepted. 



     (f)    
          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
          Borrower 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) above. 



     (g)    
          Within the limits set forth in this Section 2.03 and subject to the terms,
          conditions and limitations set forth herein, the Borrower may borrow, pay and
          reborrow Competitive Loans. 



SECTION 2.04. Borrowing Procedure. In
order to request a Borrowing (other than a Competitive Borrowing or a deemed Borrowing
pursuant to Section 2.02(f), as to which this Section 2.04 shall not apply), the
Borrower shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the day of a proposed
Borrowing. Each Borrowing Request shall be irrevocable, shall be confirmed promptly by
hand delivery or telecopy to the Administrative Agent of a written Borrowing Request
substantially in the form of Exhibit C or such other form as shall be acceptable to the
Administrative Agent and shall specify the following information: (i) whether the
Borrowing then being requested is to be a Eurodollar Borrowing or an ABR Borrowing;
(ii) the date of such Borrowing (which shall be a Business Day); (iii) the
number and location of the account to which funds are to be disbursed (which shall be an
account that complies with the requirements of Section 2.02(c)); (iv) the amount
of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the
Interest Period with respect thereto; provided, however, that, notwithstanding any
contrary specification in any Borrowing Request, each requested Borrowing shall comply
with the requirements set forth in Section 2.02. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR
Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in
any such notice, then the Borrower shall be deemed to have selected an Interest Period of
one month’s duration. The Administrative Agent shall promptly advise the Lenders of
any notice given pursuant to this Section 2.04 (and the contents thereof), and of
each Lender’s portion of the requested Borrowing. 



SECTION 2.05. Evidence of Debt;
Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender (i) the then unpaid principal amount
of each Competitive Loan of such Lender on the last day of the Interest Period applicable
to such Loan and (ii) the then unpaid principal amount of each Revolving Loan of such
Lender on the Maturity Date. 



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



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



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



     (e)    
          Any Lender may request that Loans made by it hereunder be evidenced by a
          promissory note. In such event, the Borrower shall execute and deliver to such
          Lender a promissory note payable to such Lender and its registered assigns and
          in a form and substance reasonably acceptable to the Administrative Agent and
          the Borrower. Notwithstanding any other provision of this Agreement, in the
          event any Lender shall request and receive such a promissory note, the interests
          represented by such note shall at all times (including after any assignment of
          all or part of such interests pursuant to Section 9.04) be represented by
          one or more promissory notes payable to the payee named therein or its
          registered assigns. 



SECTION 2.06. Fees. (a) The Borrower
agrees to pay to each Lender, through the Administrative Agent, on the last Business Day
of March, June, September and December in each year, and on the date on which the
Commitment of such Lender shall expire or be terminated as provided herein, a facility fee
(a “Facility Fee”) equal to the Applicable Percentage per annum in effect from
time to time on the daily amount of the Commitment of such Lender (whether used or unused)
during the preceding quarter (or shorter period commencing with the date hereof or ending
with the Maturity Date or the date on which the Commitment of such Lender shall expire or
be terminated); provided that, if such Lender continues to have any Revolving Credit
Exposure after its Commitment terminates, then the Facility Fee shall continue to accrue
(and be payable on demand) on the daily amount of such Lender’s Revolving Credit
Exposure from and including the date on which its Commitment terminates to and including
the date on which such Lender ceases to have any Revolving Credit Exposure. All Facility
Fees shall be computed on the basis of the actual number of days elapsed (including the
first day but excluding the last day) in a year of 360 days. The Facility Fee due to each
Lender shall commence to accrue on the date of this Agreement and shall cease to accrue on
the later of the date on which the Commitment of such Lender shall expire or be terminated
as provided herein and such Lender shall have no Revolving Credit Exposure. 



     (b)    
          The Borrower agrees to pay to the Administrative Agent, for its own account, the
          administrative fees separately agreed to in the Fee Letter dated
          December 1, 2004, as amended or supplemented from time to time, between the
          Borrower and the Administrative Agent (the “Administrative Agent
          Fees”). 



     (c)    
          The Borrower agrees to pay (i) to each Lender, through the Administrative Agent,
          on the last Business Day of March, June, September and December of each year and
          on the date on which the Commitment of such Lender shall be terminated as
          provided herein, a fee (an “L/C Participation Fee”) at a rate per
          annum equal to the Applicable Percentage from time to time used to determine the
          interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans
          pursuant to Section 2.07, calculated on such Lender’s Pro Rata
          Percentage of the daily aggregate L/C Exposure (excluding the portion thereof
          attributable to unreimbursed L/C Disbursements) during the preceding quarter (or
          shorter period commencing with the date hereof or ending with the Maturity Date
          or the date on which the Commitment of such Lender shall expire or be
          terminated); provided that, if such Lender continues to have any L/C Exposure
          after its Commitment terminates, then the L/C Participation Fee shall continue
          to accrue (and be payable on demand) on such Lender’s Pro Rata Percentage
          of the daily aggregate L/C Exposure from and including the date on which its
          Commitment terminates to and including the date on which such Lender ceases to
          have any L/C Exposure) and (ii) to the Issuing Bank with respect to
          each Letter of Credit, on the last Business Day of March, June, September, and
          December of each year and on the date on which the L/C Commitment of the Issuing
          Bank shall be terminated as provided herein (or later date on which all the
          Letters of Credit issued by such Issuing Bank shall have been terminated or
          expired), (x) a fronting fee equal to 0.125% per annum on the aggregate
          outstanding face amount of such Letter of Credit and (y) the standard
          issuance and drawing fees specified from time to time by the Issuing Bank (the
          “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees
          shall be computed on the basis of the actual number of days elapsed (including
          the first day but excluding the last day) in a year of 360 days. 



     (d)    
          All Fees shall be paid on the dates due, in immediately available funds, to the
          Administrative Agent for distribution, if and as appropriate, among the Lenders,
          except that the Issuing Bank Fees shall be paid directly to the Issuing Bank.
          Once paid, none of the Fees shall be refundable under any circumstances. 



SECTION 2.07. Interest on Loans. (a)
Subject to the provisions of Section 2.08, the Loans comprising each
ABR Borrowing shall bear interest (computed on the basis of the actual number of days
elapsed (including the first day but excluding the last day) over a year of 365 or
366 days, as the case may be, when the Alternate Base Rate is determined by reference
to the Prime Rate and over a year of 360 days at all other times) at a rate per annum
equal to the Alternate Base Rate in effect from time to time. 



     (b)    
          Subject to the provisions of Section 2.08, the Loans comprising each
          Eurodollar Borrowing shall bear interest (computed on the basis of the actual
          number of days elapsed (including the first day but excluding the last day) over
          a year of 360 days) at a rate per annum equal to (i) in the case of each
          Revolving Loan, the LIBO Rate for the Interest Period in effect for such
          Borrowing plus the Applicable Percentage in effect from time to time, and (ii)
          in the case of each Competitive Loan, the LIBO Rate for the Interest Period in
          effect for such Borrowing plus the Margin offered by the Lender making such Loan
          and accepted by the Borrower pursuant to Section 2.03. 



     (c)    
          Subject to the provisions of Section 2.08, each Fixed Rate Loan shall bear
          interest (computed on the basis of the actual number of days elapsed (including
          the first day but excluding the last day) over a year of 360 days) at a rate per
          annum equal to the fixed rate of interest offered by the Lender making such Loan
          and accepted by the Borrower pursuant to Section 2.03. 



     (d)    
          Interest on each Loan shall be payable on the Interest Payment Dates applicable
          to such Loan except as otherwise provided in this Agreement; provided that (i)
          in the event of any repayment or prepayment of any Loan (other than a prepayment
          of an ABR Loan), accrued interest on the principal amount repaid or prepaid
          shall be payable on the date of such repayment or prepayment and (ii) in the
          event of any conversion of any Eurodollar Loan prior to the end of the current
          Interest Period therefor, accrued interest on such Loan shall be payable on the
          effective date of such conversion. The applicable Alternate Base Rate or LIBO
          Rate for each Interest Period or day within an Interest Period, as the case may
          be, shall be determined by the Administrative Agent, and such determination
          shall be conclusive absent manifest error. 



SECTION 2.08. Default Interest. If
the Borrower shall default in the payment of the principal of or interest on any Loan or
any other amount becoming due hereunder, by acceleration or otherwise, the Borrower shall
on demand from time to time pay interest, to the extent permitted by law, on such
defaulted amount to but excluding the date of actual payment (after as well as before
judgment) (a) in the case of overdue principal, at the rate otherwise applicable to
such Loan pursuant to Section 2.07 plus 2.00% per annum and (b) in all other cases,
at a rate per annum (computed on the basis of the actual number of days elapsed (including
the first day but excluding the last day) over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days at all
other times) equal to the Alternate Base Rate plus 2.00%. 



SECTION 2.09. Alternate Rate of
Interest.  In the event, and on each occasion, that on the day two Business Days
prior to the commencement of any Interest Period for a Eurodollar Borrowing the
Administrative Agent shall have determined that dollar deposits in the principal amounts
of the Loans comprising such Borrowing are not generally available in the London interbank
market, or that reasonable means do not exist for ascertaining the LIBO Rate, or the
Administrative Agent shall have been informed by the Required Lenders (or, in the case of
a Eurodollar Competitive Loan, any Lender required to make such Loan) that the rates at
which such dollar deposits are being offered will not adequately and fairly reflect the
cost to the Required Lenders (or such Lender) of making or maintaining their or its
Eurodollar Loan during such Interest Period, the Administrative Agent shall, as soon as
practicable thereafter, give written or telecopy notice thereof to the Borrower and the
Lenders. In the event of any such notice, until the Administrative Agent shall have
advised the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, (i) any request by the Borrower for a Eurodollar Revolving Credit Borrowing
pursuant to Section 2.04 shall be deemed to be a request for an ABR Borrowing
and (ii) any request by the Borrower for a Eurodollar Competitive Borrowing pursuant to
Section 2.03 shall be of no force and effect and shall be denied by the
Administrative Agent; provided that if the circumstances giving rise to such notice do not
affect all the Lenders, then the Borrower may make requests for Eurodollar Competitive
Borrowings to Lenders that are not affected thereby. Each determination by the
Administrative Agent under this Section 2.09 shall be conclusive absent manifest
error. 


SECTION 2.10.     Termination  and Reduction of  Commitments.  (a) The  Commitments and the L/C Commitment
shall automatically terminate on the Maturity Date.


     (b)    
          Upon at least three Business Days’ prior irrevocable written or telecopy
          notice (or telephone notice promptly confirmed by written or telecopy notice) to
          the Administrative Agent, the Borrower may at any time in whole permanently
          terminate, or from time to time in part permanently reduce, the Commitments;
          provided, however, that (i) each partial reduction of the Commitments shall be
          in an integral multiple of $1,000,000 and in a minimum amount of $10,000,000 and
          (ii) the Total Commitment shall not be reduced to an amount that is less
          than the sum of the Aggregate Revolving Credit Exposure and the aggregate
          outstanding principal amount of the Competitive Loans at the time. 



     (c)    
          Each reduction in the Commitments hereunder shall be made ratably among the
          Lenders in accordance with their respective Commitments. The Borrower shall pay
          to the Administrative Agent for the account of the applicable Lenders, on the
          date of each termination or reduction, the Facility Fees on the amount of the
          Commitments so terminated or reduced accrued to but excluding the date of such
          termination or reduction. 



SECTION 2.11. Conversion and
Continuation of Borrowings. The Borrower shall have the right at any time upon prior
irrevocable written or telecopy notice (or telephone notice promptly confirmed by written
or telecopy notice) to the Administrative Agent (a) not later than 11:00 a.m.,
New York City time, on the day of conversion, to convert any Eurodollar Borrowing into an
ABR Borrowing, (b) not later than 11:00 a.m., New York City time, three Business Days
prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Revolving Credit Borrowing or to continue any Eurodollar Revolving Credit Borrowing as a
Eurodollar Revolving Credit Borrowing for an additional Interest Period, and (c) not
later than 11:00 a.m., New York City time, three Business Days prior to conversion,
to convert the Interest Period with respect to any Eurodollar Revolving Credit Borrowing
to another permissible Interest Period, subject in each case to the following: 



     	(i)	
          each conversion or continuation shall be made pro rata among the Lenders in
          accordance with the respective principal amounts of the Loans comprising the
          converted or continued Borrowing; 


          



     	(ii)	
          if less than all the outstanding principal amount of any Borrowing shall be
          converted or continued, then each resulting Borrowing shall satisfy the
          limitations specified in Sections 2.02(a) and 2.02(b) regarding the
          principal amount and maximum number of Borrowings of the relevant Type; 


          



     	(iii)	
          each conversion shall be effected by each Lender and the Administrative Agent by
          recording for the account of such Lender the new Loan of such Lender resulting
          from such conversion and reducing the Loan (or portion thereof) of such Lender
          being converted by an equivalent principal amount; accrued interest on any
          Eurodollar Loan (or portion thereof) being converted shall be paid by the
          Borrower at the time of conversion; 


          



     	(iv)	
          if any Eurodollar Borrowing is converted at a time other than the end of the
          Interest Period applicable thereto, the Borrower shall pay, upon demand, any
          amounts due to the Lenders pursuant to Section 2.15; 


          



     	(v)	
          any portion of a Borrowing maturing or required to be repaid in less than one
          month may not be converted into or continued as a Eurodollar Borrowing; 


          



     	(vi)	
          any portion of a Eurodollar Borrowing that cannot be converted into or continued
          as a Eurodollar Borrowing by reason of the immediately preceding clause shall be
          automatically converted at the end of the Interest Period in effect for such
          Borrowing into an ABR Borrowing; and 


          



     	(vii)	
          upon notice to the Borrower from the Administrative Agent given at the request
          of the Required Lenders, after the occurrence and during the continuance of a
          Default or Event of Default, no outstanding Revolving Loan may be converted
          into, or continued as, a Eurodollar Loan and, unless repaid, each Eurodollar
          Revolving Borrowing shall be converted into an ABR Borrowing at the end of the
          Interest Period applicable thereto. 


          



        Each
notice pursuant to this Section 2.11 shall refer to this Agreement and specify
(i) the identity and amount of the Borrowing that the Borrower requests be converted
or continued, (ii) whether such Borrowing is to be converted to or continued as a
Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day) and (iv) if
such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest
Period with respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall
be deemed to have selected an Interest Period of one month’s duration. The
Administrative Agent shall advise the Lenders of any notice given pursuant to this
Section 2.11 and of each Lender’s portion of any converted or continued
Borrowing. If the Borrower shall not have given notice in accordance with this
Section 2.11 to continue any Borrowing into a subsequent Interest Period (and shall
not otherwise have given notice in accordance with this Section 2.11 to convert such
Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto
(unless repaid pursuant to the terms hereof), automatically be continued into an ABR
Borrowing. The Borrower shall not have the right to continue or convert the Interest
Period with respect to any Competitive Borrowing pursuant to this Section 2.11. 



SECTION 2.12. Optional Prepayment.
(a) The Borrower shall have the right at any time and from time to time to prepay any
Borrowing (other than a Competitive Borrowing), in whole or in part, upon at least three
Business Days’ prior written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) in the case of Eurodollar Loans, or written or
telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) on
the day of prepayment in the case of ABR Loans, to the Administrative Agent before 11:00
a.m., New York City time; provided, however, that each partial prepayment shall be in an
amount that is an integral multiple of $1,000,000 and not less than $10,000,000. The
Borrower shall not have the right to prepay any Competitive Borrowing. 



     (b)    
          In the event of any termination of all the Commitments, the Borrower shall repay
          or prepay all its outstanding Revolving Credit Borrowings on the date of such
          termination. If as a result of any partial reduction of the Commitments the sum
          of the Aggregate Revolving Credit Exposure and the aggregate outstanding
          principal amount of the Competitive Loans at the time would exceed the Total
          Commitment after giving effect thereto, then the Borrower shall, on the date of
          such reduction, repay or prepay Revolving Credit Borrowings in an amount
          sufficient to eliminate such excess. 



     (c)    
          Each notice of prepayment shall specify the prepayment date and the principal
          amount of each Borrowing (or portion thereof) to be prepaid, shall be
          irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
          stated therein on the date stated therein. All prepayments under this
          Section 2.12 shall be subject to Section 2.15 but otherwise without
          premium or penalty. All prepayments under this Section 2.12 (other than
          prepayment of an ABR Loan that does not occur in connection with, or as a result
          of, the reduction or termination of the Commitments) shall be accompanied by
          accrued and unpaid interest on the principal amount to be prepaid to but
          excluding the date of payment. 



SECTION 2.13. Reserve Requirements;
Change in Circumstances. (a)  Notwithstanding any other provision of this
Agreement, if any Change in Law shall impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits with or for the account
of or credit extended by any Lender or the Issuing Bank or shall impose on such Lender or
the Issuing Bank or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of
Credit or participation therein, and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed
Rate Loan or increase the cost to any Lender or the Issuing Bank of issuing or maintaining
any Letter of Credit or purchasing or maintaining a participation therein or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender or the
Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing
Bank, as the case may be, upon demand such additional amount or amounts as will compensate
such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered. 



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



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



     (c)    
          Failure or delay on the part of any Lender or the Issuing Bank to demand
          compensation for any increased costs or reduction in amounts received or
          receivable or reduction in return on capital shall not constitute a waiver of
          such Lender’s or the Issuing Bank’s right to demand such compensation;
          provided that the Borrower shall not be under any obligation to compensate any
          Lender or the Issuing Bank under paragraph (a) or (b) above with respect to
          increased costs or reductions with respect to any period prior to the date that
          is 120 days prior to such request if such Lender or the Issuing Bank knew or
          could reasonably have been expected to know of the circumstances giving rise to
          such increased costs or reductions and of the fact that such circumstances could
          reasonably be expected to result in a claim for increased compensation by reason
          of such increased costs or reductions; provided further that the foregoing
          limitation shall not apply to any increased costs or reductions arising out of
          the retroactive application of any Change in Law within such 120-day period. The
          protection of this Section shall be available to each Lender and the
          Issuing Bank regardless of any possible contention of the invalidity or
          inapplicability of the Change in Law that shall have occurred or been imposed.
          Notwithstanding any other provision of this Section, no Lender shall be entitled
          to demand compensation hereunder in respect of any Competitive Loan if it shall
          have been aware of the event or circumstance giving rise to such demand at the
          time it submitted the Competitive Bid pursuant to which such Loan was made. 



SECTION 2.14. Change in Legality. (a)
Notwithstanding any other provision of this Agreement, if any Change in Law shall
make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect
to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent: 



     	(i)	
          such Lender may declare that Eurodollar Loans will not thereafter (for the
          duration of such unlawfulness) be made by such Lender hereunder (or be continued
          for additional Interest Periods and ABR Loans will not thereafter (for such
          duration) be converted into Eurodollar Loans), whereupon such Lender shall not
          submit a Competitive Bid in response to a request for a Eurodollar Competitive
          Loan and any request for a Eurodollar Borrowing (or to convert an ABR Borrowing
          to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an
          additional Interest Period) shall, as to such Lender only, be deemed a request
          for an ABR Loan (or a request to continue an ABR Loan as such for an additional
          Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case
          may be), unless such declaration shall be subsequently withdrawn; and 


          



     	(ii)	
          such Lender may require that all outstanding Eurodollar Loans made by it be
          converted to ABR Loans, in which event all such Eurodollar Loans shall be
          automatically converted to ABR Loans as of the effective date of such notice as
          provided in paragraph (b) below. 


          



In the event any Lender shall
exercise its rights under (i) or (ii) above, all payments and prepayments of
principal that would otherwise have been applied to repay the Eurodollar Loans that would
have been made by such Lender or the converted Eurodollar Loans of such Lender shall
instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans. 



     (b)    
          For purposes of this Section 2.14, a notice to the Borrower by any Lender
          shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on
          the last day of the Interest Period then applicable to such Eurodollar Loan; in
          all other cases such notice shall be effective on the date of receipt by the
          Borrower. 



SECTION 2.15. Break Funding. The
Borrower shall compensate each Lender for any loss or expense that such Lender may sustain
or incur as a consequence of (a) such Lender receiving or being deemed to receive any
amount on account of the principal of any Fixed Rate Loan or Eurodollar Loan prior to the
end of the Interest Period in effect therefor, (b) the conversion of any Eurodollar Loan
to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar
Loan, in each case other than on the last day of the Interest Period in effect therefor or
(c) the failure of the Borrower to borrow, convert, continue or prepay any Fixed Rate Loan
or Eurodollar Loan made or to be made by such Lender (including any Eurodollar Loan to be
made pursuant to a conversion or continuation under Section 2.11) after notice of
such borrowing, conversion, continuation or prepayment shall have been given by the
Borrower hereunder (any of the events referred to in this sentence being called a
“Breakage Event”). In the case of any Breakage Event, such loss shall include an
amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Fixed Rate Loan or Eurodollar Loan that is the subject of such
Breakage Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over (ii) the
amount of interest likely to be realized by such Lender in redeploying the funds released
or not utilized by reason of such Breakage Event for such period. A certificate of any
Lender setting forth any amount or amounts which such Lender is entitled to receive
pursuant to this Section 2.15 shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount due within
15 days of the receipt of any such certificate. 



SECTION 2.16. Pro Rata Treatment.
Except as provided below in this Section 2.16 with respect to Competitive Borrowings
and as required under Section 2.14, each Borrowing, each payment or prepayment of
principal of any Borrowing, each payment of interest on the Loans, each payment of the
Facility Fees and the L/C Participation Fees, each reduction of the Commitments and each
conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type
shall be allocated pro rata among the Lenders in accordance with their respective
Commitments (or, if such Commitments shall have expired or been terminated, in accordance
with the respective principal amounts of their outstanding Loans). Each payment of
principal of and interest on any Competitive Borrowing shall be allocated pro rata among
the Lenders participating in such Borrowing in accordance with the respective principal
amounts of their outstanding Competitive Loans comprising such Borrowing. For purposes of
determining the available Commitments of the Lenders at any time, each outstanding
Competitive Borrowing shall be deemed to have utilized the Commitments of the Lenders
(including those Lenders which shall not have made Loans as part of such Competitive
Borrowing) pro rata in accordance with such respective Commitments. Each Lender agrees
that in computing such Lender’s portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender’s percentage of such
Borrowing to the next higher or lower whole dollar amount. 



SECTION 2.17. Sharing of Setoffs.
Each Lender agrees that if it shall, through the exercise of a right of banker’s
lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or otherwise, or by any other
means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C
Disbursement as a result of which the unpaid principal portion of its Loans and
participations in L/C Disbursements shall be proportionately less than the unpaid
principal portion of the Loans and participations in L/C Disbursements of any other
Lender, it shall be deemed simultaneously to have purchased from such other Lender at face
value, and shall promptly pay to such other Lender the purchase price for, a participation
in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal
amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by
each Lender shall be in the same proportion to the aggregate unpaid principal amount of
all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C
Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other
event was to the principal amount of all Loans and L/C Exposure outstanding prior to such
exercise of banker’s lien, setoff or counterclaim or other event; provided, however,
that if any such purchase or purchases or adjustments shall be made pursuant to this
Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such
purchase or purchases or adjustments shall be rescinded to the extent of such recovery and
the purchase price or prices or adjustment restored without interest. The Borrower
expressly consents to the foregoing arrangements and agrees that any Lender holding a
participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise
any and all rights of banker’s lien, setoff or counterclaim with respect to any and
all moneys owing by the Borrower to such Lender by reason thereof as fully as if such
Lender had made a Loan directly to the Borrower in the amount of such participation. 



SECTION 2.18. Payments. (a) The
Borrower shall make each payment (including principal of or interest on any Borrowing or
any L/C Disbursement or any Fees or other amounts) hereunder not later than
12:00 (noon), New York City time, on the date when due in immediately available
dollars, without setoff, defense or counterclaim. Each such payment (other than Issuing
Bank Fees, which shall be paid directly to the Issuing Bank), shall be made to the
Administrative Agent at its offices at Eleven Madison Avenue, New York, NY 10010 or as
otherwise instructed by the Administrative Agent. 



     (b)    
          Except as otherwise expressly provided herein, whenever any payment (including
          principal of or interest on any Borrowing or any Fees or other amounts)
          hereunder shall become due, or otherwise would occur, on a day that is not a
          Business Day, such payment may be made on the next succeeding Business Day, and
          such extension of time shall in such case be included in the computation of
          interest or Fees, if applicable. 



SECTION 2.19. Taxes. (a) Any and all
payments by the Borrower hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required
to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the
Administrative Agent or such Lender (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law. 



     (b)    
          In addition, the Borrower shall pay any Other Taxes not paid pursuant to Section
          2.19(a)(iii) to the relevant Governmental Authority in accordance with
          applicable law. As of the Closing Date, each Foreign Lender intends to make
          Loans hereunder out of an office located in the United States of America or out
          of an office so that such Loans would not be subject to Other Taxes. 



     (c)    
          The Borrower shall indemnify the Administrative Agent and each Lender, within 15
          days after written demand therefor, for the full amount of any Indemnified Taxes
          or Other Taxes paid by the Administrative Agent or such Lender, as the case may
          be, on or with respect to any payment by or on account of any obligation of the
          Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
          asserted on or attributable to amounts payable under this Section) and any
          penalties, interest and reasonable expenses arising therefrom or with respect
          thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
          legally imposed or asserted by the relevant Governmental Authority; provided,
          however, that the Borrower shall not be obligated to make a payment pursuant to
          this Section 2.19 in respect of penalties, interest and other liabilities
          attributable to any Indemnified Taxes or Other Taxes, if (i) such penalties,
          interest and other liabilities are attributable to the failure of the
          Administrative Agent or such Lender, as the case may be, to pay amounts paid to
          the Administrative Agent or such Lender by the Borrower (for Indemnified Taxes
          or Other Taxes) to the appropriate taxing authority in a timely manner after
          receipt of such payment from the Borrower or (ii) such penalties, interest and
          other liabilities are attributable to the gross negligence or wilful misconduct
          of the Administrative Agent or such Lender, as the case may be. After the
          Administrative Agent or a Lender learns of the imposition of Indemnified Taxes
          or Other Taxes, such person will act in good faith to promptly notify the
          Borrower of its obligations hereunder. A certificate as to the amount of such
          payment or liability delivered to the Borrower by a Lender, or by the
          Administrative Agent on its behalf or on behalf of a Lender, shall be conclusive
          absent manifest error. 



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



     (e)    
          Any Lender that is entitled to an exemption from or reduction of withholding tax
          under the law of the jurisdiction in which the Borrower is located, or any
          treaty to which such jurisdiction is a party, with respect to payments under
          this Agreement shall deliver to the Borrower (with a copy to the Administrative
          Agent), at the time or times prescribed by applicable law, such properly
          completed and executed documentation prescribed by applicable law and reasonably
          requested by the Borrower as will permit such payments to be made without
          withholding or at a reduced rate. Each Foreign Lender, before it signs and
          delivers this Agreement if listed on the signature pages hereof and before it
          becomes a Lender in the case of each other Foreign Lender, and from time to time
          thereafter, before the date any such form expires or becomes obsolete or
          invalid, shall provide the Borrower and the Administrative Agent with Internal
          Revenue Service form W-8BEN or W-8ECI (or other appropriate or successor form
          prescribed by the Internal Revenue Service) in duplicate, certifying that such
          Foreign Lender is entitled to benefits under an income tax treaty to which the
          United States of America is a party which exempts the Foreign Lender from U.S.
          withholding tax on payments of interest for the account of such Foreign Lender
          or certifying that the income receivable pursuant to this Agreement is
          effectively connected with the conduct by such Foreign Lender of a trade or
          business in the United States of America and exempt from United States
          withholding tax. 



     (f)    
          If the Administrative Agent or a Lender determines that it has received a refund
          or credit in respect of and specifically associated with any Indemnified Taxes
          or Other Taxes as to which it has been indemnified by the Borrower, or with
          respect to which the Borrower has paid additional amounts, it shall promptly
          notify the Borrower of such refund or credit and shall within 15 days from the
          date of receipt of such refund or benefit of such credit pay over the amount of
          such refund or benefit of such credit (including any interest paid or credited
          by the relevant taxing authority or Governmental Authority with respect to such
          refund or credit) to the Borrower (but only to the extent of indemnity payments
          made, or additional amounts paid, by the Borrower with respect to the
          Indemnified Taxes or Other Taxes giving rise to such refund of credit), net of
          all out-of-pocket expenses of such person. If the Administrative Agent or a
          Lender shall become aware that it is entitled to receive a refund or credit in
          respect of Indemnified Taxes or Other Taxes as to which it has been indemnified
          by the Borrower or with respect to which the Borrower has paid additional
          amounts, it shall promptly notify the Borrower of the availability of such
          refund or credit and shall, within 15 days after receipt of a request for such
          by the Borrower (whether as a result of notification that it has made of such to
          the Borrower or otherwise), make a claim to such taxing authority or
          Governmental Authority for such refund or credit and contest such Indemnified
          Taxes, Other Taxes or liabilities if (i) such Lender or the Administrative Agent
          determines, in its sole discretion, that it would not be materially
          disadvantaged or prejudiced as a result of such contest (it being understood
          that the mere existence of fees, charges, costs or expenses that the Borrower
          has offered to and agreed to pay on behalf of a Lender or the Administrative
          Agent shall not be deemed to be materially disadvantageous to such person) and
          (ii) the Borrower furnishes, upon request of the Lender or the Administrative
          Agent, an opinion of reputable tax counsel (such opinion and such counsel to be
          acceptable to such Lender or the Administrative Agent) to the effect that such
          Indemnified Taxes or Other Taxes were wrongfully or illegally imposed. 



SECTION 2.20. Assignment of
Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any
Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to
Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.14 or (iii) the Borrower is required to pay any additional amount to
any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or
the Issuing Bank pursuant to Section 2.19, the Borrower may, at its sole expense and
effort (including with respect to the processing and recordation fee referred to in
Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the
Administrative Agent, require such Lender or the Issuing Bank to transfer and assign,
without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement to
an assignee that shall assume such assigned obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not
conflict with any law, rule or regulation or order of any court or other Governmental
Authority having jurisdiction, (y) the Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Commitment is being assigned, of the
Issuing Bank), which consent shall not unreasonably be withheld, and (z) the Borrower or
such assignee shall have paid to the affected Lender or the Issuing Bank in immediately
available funds an amount equal to the sum of the principal of and interest accrued to the
date of such payment on the outstanding Loans or L/C Disbursements of such Lender or the
Issuing Bank, respectively, plus all Fees and other amounts accrued for the account of
such Lender or the Issuing Bank hereunder (including any amounts under Section 2.13
and Section 2.15); provided further that, if prior to any such transfer and
assignment the circumstances or event that resulted in such Lender’s or the Issuing
Bank’s claim for compensation under Section 2.13 or notice under
Section 2.14 or the amounts paid pursuant to Section 2.19, as the case may be,
cease to cause such Lender or the Issuing Bank to suffer increased costs or reductions in
amounts received or receivable or reduction in return on capital, or cease to have the
consequences specified in Section 2.14, or cease to result in amounts being payable
under Section 2.19, as the case may be (including as a result of any action taken by
such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender
or the Issuing Bank shall waive its right to claim further compensation under
Section 2.13 in respect of such circumstances or event or shall withdraw its notice
under Section 2.14 or shall waive its right to further payments under
Section 2.19 in respect of such circumstances or event, as the case may be, then such
Lender or the Issuing Bank shall not thereafter be required to make any such transfer and
assignment hereunder. 



     (b)    
          If (i) any Lender or the Issuing Bank shall request compensation under
          Section 2.13, (ii) any Lender or the Issuing Bank delivers a notice
          described in Section 2.14 or (iii) the Borrower is required to pay any
          additional amount or indemnity payment to any Lender or the Issuing Bank or any
          Governmental Authority on account of any Lender or the Issuing Bank, pursuant to
          Section 2.19, then such Lender or the Issuing Bank shall use reasonable
          efforts (which shall not require such Lender or the Issuing Bank to incur an
          unreimbursed loss or unreimbursed cost or expense or otherwise take any action
          inconsistent with its internal policies or legal or regulatory restrictions or
          suffer any disadvantage or burden deemed by it to be significant) (x) to file
          any certificate or document reasonably requested in writing by the Borrower or
          (y) to assign its rights and delegate and transfer its obligations hereunder to
          another of its offices, branches or affiliates, if such filing or assignment
          would reduce its claims for compensation under Section 2.13 or enable it to
          withdraw its notice pursuant to Section 2.14 or would reduce amounts
          payable pursuant to Section 2.19, as the case may be, in the future. The
          Borrower hereby agrees to pay all reasonable costs and expenses incurred by any
          Lender or the Issuing Bank in connection with any such filing or assignment,
          delegation and transfer. 



SECTION 2.21. Letters of Credit. (a)
General. The Borrower may request the issuance of a Letter of Credit for its own account
or for the account of any of its Subsidiaries (in which case the Borrower and such
Subsidiary shall be co-applicants with respect to such Letter of Credit), in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time while the Commitments remain in effect. This Section shall not be
construed to impose an obligation upon the Issuing Bank to issue any Letter of Credit that
is inconsistent with the terms and conditions of this Agreement. 



     	(b)	
          Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order
          to request the issuance of a Letter of Credit (or to amend, renew or extend an
          existing Letter of Credit), the Borrower shall hand deliver or telecopy (or
          transmit by electronic communication, if arrangements for doing so have been
          approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
          (reasonably in advance of the requested date of issuance, amendment, renewal or
          extension) a notice requesting the issuance of a Letter of Credit, or
          identifying the Letter of Credit to be amended, renewed or extended, and
          specifying the date of issuance, amendment, renewal or extension, the date on
          which such Letter of Credit is to expire (which shall comply with
          paragraph (c) below), the amount of such Letter of Credit, the name and
          address of the beneficiary thereof and such other information as shall be
          necessary to prepare such Letter of Credit. A Letter of Credit shall be issued,
          amended, renewed or extended only if, and upon issuance, amendment, renewal or
          extension of each Letter of Credit the Borrower shall be deemed to represent and
          warrant that, after giving effect to such issuance, amendment, renewal or
          extension (i) the L/C Exposure shall not exceed the L/C Commitment and
          (ii) the sum of the Aggregate Revolving Credit Exposure and the aggregate
          principal amount of outstanding Competitive Borrowings shall not exceed the
          Total Commitment. 


          



     	(c)	
          Expiration Date. Each Letter of Credit shall expire at the close of business on
          the earlier of the date one year after the date of the issuance of such Letter
          of Credit and the date that is five Business Days prior to the Maturity Date,
          unless such Letter of Credit expires by its terms on an earlier date; provided,
          however, that a Letter of Credit may, upon the request of the Borrower, include
          a provision whereby such Letter of Credit shall be renewed automatically for
          additional consecutive periods of 12 months or less (but not beyond the date
          that is five Business Days prior to the Maturity Date) unless the Issuing Bank
          notifies the beneficiary thereof at least 30 days prior to the then-applicable
          expiration date that such Letter of Credit will not be renewed. 


          



     	(d)	
          Participations. By the issuance of a Letter of Credit and without any further
          action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby
          grants to each Lender, and each such Lender hereby acquires from the Issuing
          Bank, a participation in such Letter of Credit equal to such Lender’s Pro
          Rata Percentage of the aggregate amount available to be drawn under such Letter
          of Credit, effective upon the issuance of such Letter of Credit (or, in the case
          of the Existing Letters of Credit, effective upon the Closing Date). In
          consideration and in furtherance of the foregoing, each Lender hereby absolutely
          and unconditionally agrees to pay to the Administrative Agent, for the account
          of the Issuing Bank, such Lender’s Pro Rata Percentage of each L/C
          Disbursement made by the Issuing Bank and not reimbursed by the Borrower
          forthwith on the date due as provided in Section 2.02(f). Each Lender
          acknowledges and agrees that its obligation to acquire participations pursuant
          to this paragraph in respect of Letters of Credit is absolute and unconditional
          and shall not be affected by any circumstance whatsoever, including the
          occurrence and continuance of a Default or an Event of Default, and that each
          such payment shall be made without any offset, abatement, withholding or
          reduction whatsoever. 


          



     	(e)	
          Reimbursement. If the Issuing Bank shall make any L/C Disbursement in respect of
          a Letter of Credit, the Borrower shall pay to the Administrative Agent an amount
          equal to such L/C Disbursement not later than 5:00 p.m., New York City
          time, on the day on which the Borrower shall have received notice from the
          Issuing Bank that payment of such draft will be made, or, if the Borrower shall
          have received such notice later than 11:00 a.m., New York City time, on any
          Business Day, not later than 12:00 noon, New York City time, on the immediately
          following Business Day. 


          



     	(f)	
          Obligations Absolute. The Borrower’s obligations to reimburse L/C
          Disbursements as provided in paragraph (e) above shall be absolute,
          unconditional and irrevocable, and shall be performed strictly in accordance
          with the terms of this Agreement, under any and all circumstances whatsoever,
          and irrespective of: 


          



     	(i)	
          any lack of validity or enforceability of any Letter of Credit or this
          Agreement, or any term or provision therein; 


          



     	(ii)	
          any amendment or waiver of this Agreement; 


          



     	(iii)	
          the existence of any claim, setoff, defense or other right that the Borrower,
          any other party guaranteeing, or otherwise obligated with, the Borrower, any
          Subsidiary or other Affiliate thereof or any other person may at any time have
          against the beneficiary under any Letter of Credit, the Issuing Bank, the
          Administrative Agent or any Lender or any other person, whether in connection
          with this Agreement or any other related or unrelated agreement or transaction; 


          



     	(iv)	
          any draft or other document presented under a 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; 


          



     	(v)	
          payment by the Issuing Bank under a Letter of Credit against presentation of a
          draft or other document that does not comply with the terms of such Letter of
          Credit; and 


          



     	(vi)	
          any other act or omission to act or delay of any kind of the Issuing Bank, the
          Lenders, the Administrative Agent or any other person or any other event or
          circumstance whatsoever, whether or not similar to any of the foregoing, that
          might, but for the provisions of this Section, constitute a legal or equitable
          discharge of the Borrower’s obligations hereunder. 


          



        Without
limiting the generality of the foregoing, it is expressly understood and agreed that the
absolute and unconditional obligation of the Borrower hereunder to reimburse L/C
Disbursements will not be excused by the gross negligence or wilful misconduct of the
Issuing Bank. However, the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by the
Issuing Bank’s gross negligence or wilful misconduct in determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof; it
is understood that the Issuing Bank may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or
information to the contrary and, in making any payment under any Letter of Credit
(i) the Issuing Bank’s exclusive reliance on the documents presented to it under
such Letter of Credit as to any and all matters set forth therein, including reliance on
the amount of any draft presented under such Letter of Credit, whether or not the amount
due to the beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient in any
respect, if such document on its face appears to be in order, and whether or not any other
statement or any other document presented pursuant to such Letter of Credit proves to be
forged or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in each
case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing
Bank. 



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



     (h)    
          Interim Interest. If the Issuing Bank shall make any L/C Disbursement in respect
          of a Letter of Credit, then, unless the Borrower shall reimburse such L/C
          Disbursement in full on such date, the unpaid amount thereof shall bear interest
          for the account of the Issuing Bank, for each day from and including the date of
          such L/C Disbursement, to but excluding the earlier of the date of payment by
          the Borrower or the date on which interest shall commence to accrue thereon as
          provided in Section 2.02(f), at the rate per annum that would apply to such
          amount if such amount were an ABR Revolving Loan. 



     (i)    
          Resignation or Removal of the Issuing Bank. The Issuing Bank may resign at any
          time by giving 30 days’ prior written notice to the Administrative Agent,
          the Lenders and the Borrower, and may be removed at any time by the Borrower by
          notice to the Issuing Bank, the Administrative Agent and the Lenders. Subject to
          the next succeeding paragraph, upon the acceptance of any appointment as the
          Issuing Bank hereunder by a Lender that shall agree to serve as successor
          Issuing Bank, such successor shall succeed to and become vested with all the
          interests, rights and obligations of the retiring Issuing Bank and the retiring
          Issuing Bank shall be discharged from its obligations to issue additional
          Letters of Credit hereunder. At the time such removal or resignation shall
          become effective, the Borrower shall pay all accrued and unpaid fees pursuant to
          Section 2.06(c)(ii). The acceptance of any appointment as the Issuing Bank
          hereunder by a successor Lender shall be evidenced by an agreement entered into
          by such successor, in a form satisfactory to the Borrower and the Administrative
          Agent, and, from and after the effective date of such agreement, (i) such
          successor Lender shall have all the rights and obligations of the previous
          Issuing Bank under this Agreement and (ii) references herein to the term
          “Issuing Bank” shall be deemed to refer to such successor or to any
          previous Issuing Bank, or to such successor and all previous Issuing Banks, as
          the context shall require. After the resignation or removal of the Issuing Bank
          hereunder, the retiring Issuing Bank shall remain a party hereto and shall
          continue to have all the rights and obligations of an Issuing Bank under this
          Agreement with respect to Letters of Credit issued by it prior to such
          resignation or removal, but shall not be required to issue additional Letters of
          Credit. 



     (j)    
          Cash Collateralization. If any Event of Default shall occur and be continuing,
          the Borrower shall, on the Business Day it receives notice from the
          Administrative Agent or the Required Lenders (or, if the maturity of the Loans
          has been accelerated, Lenders holding participations in outstanding Letters of
          Credit representing greater than 50% of the aggregate undrawn amount of all
          outstanding Letters of Credit) thereof and of the amount to be deposited,
          deposit in an account with the Administrative Agent, for the benefit of the
          Lenders, an amount in cash equal to the L/C Exposure as of such date, provided,
          however that the obligation to deposit such cash shall become effective
          immediately, and such deposit shall become immediately due and payable, without
          demand or other notice of any kind, upon the occurrence of any Event of Default
          with respect to the Borrower described in clause (g) or (h) of Article VII. Such
          deposit shall be held by the Administrative Agent as collateral for the payment
          and performance of the obligations of the Borrower under this Agreement. The
          Administrative Agent shall have exclusive dominion and control, including the
          exclusive right of withdrawal, over such account. Other than any interest earned
          on the investment of such deposits in Permitted Investments, which investments
          shall be made at the option and sole discretion of the Administrative Agent,
          such deposits shall not bear interest. Interest or profits, if any, on such
          investments shall accumulate in such account. Moneys in such account shall (i)
          automatically be applied by the Administrative Agent to reimburse the Issuing
          Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held
          for the satisfaction of the reimbursement obligations of the Borrower for the
          L/C Exposure at such time and (iii) if the maturity of the Loans has been
          accelerated (but subject to the consent of Lenders holding participations in
          outstanding Letters of Credit representing greater than 50% of the aggregate
          undrawn amount of all outstanding Letters of Credit), be applied to satisfy
          other obligations of the Borrower under this Agreement. If the Borrower is
          required to provide an amount of cash collateral hereunder as a result of the
          occurrence of an Event of Default, such amount (to the extent not applied as
          aforesaid) shall be returned to the Borrower within three Business Days after
          all Events of Default have been cured or waived. 



     (k)    
          Additional Issuing Banks. The Borrower may, at any time and from time to time
          with the consent of the Administrative Agent (which consent shall not be
          unreasonably withheld or delayed) and such Lender, designate one or more
          additional Lenders to act as an issuing bank under the terms of the Agreement.
          Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be
          deemed to be an “Issuing Bank” (in addition to being a Lender) in
          respect of Letters of Credit issued or to be issued by such Lender, and, with
          respect to such Letters of Credit, such term shall thereafter apply to the other
          Issuing Bank and such Lender. 



SECTION 2.22. Incremental
Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time
to time, request that the Total Commitment (and, in connection therewith, the L/C
Commitment) be increased by an amount not to exceed the Incremental Commitment Amount at
such time. Such notice shall set forth the amount of the requested increase in the Total
Commitment (which shall be in minimum increments of $5,000,000 and a minimum amount of
$10,000,000 or equal to the remaining Incremental Commitment Amount) and, if applicable,
the L/C Commitment, and the date on which such increase is requested to become effective
(which shall be not less than 10 Business Days nor more than 60 days after the date of
such notice and which, in any event, must be on or prior to the Maturity Date), and shall
offer each Revolving Credit Lender the opportunity to increase its Commitment by its Pro
Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the
Borrower and the Administrative Agent given not more than 10 days after the date of the
Administrative Agent’s notice, either agree to increase its Commitment by all or a
portion of the offered amount (each Lender so agreeing being an “Increasing
Lender”) or decline to increase its Commitment (and any Lender that does not deliver
such a notice within such period of 10 days shall be deemed to have declined to increase
its Commitment) (each Lender so declining or being deemed to have declined being a
“Non-Increasing Lender”). In the event that, on the 10th day after the
Administrative Agent shall have delivered such notice, the Lenders shall have agreed
pursuant to the preceding sentence to increase their Commitments by an aggregate amount
less than the increase in the Total Commitment requested by the Borrower, the Borrower may
arrange for one or more banks or other entities (any such bank or other entity being
called an “Augmenting Lender”), which may include any Lender, to extend
Commitments or increase their existing Commitments in an aggregate amount equal to the
unsubscribed amount; provided that, notwithstanding the foregoing, (i) no person
shall become a Lender and no Lender’s Commitment shall increase pursuant to this
Section 2.22 without the prior written consent of the Administrative Agent and the
Issuing Bank (which shall not be unreasonably withheld) and (ii) the L/C Commitment
of any Issuing Bank shall not be increased pursuant to the Section 2.22 without the
prior written consent of such Issuing Bank. The Borrower and each Augmenting Lender shall
execute all such documentation as the Administrative Agent shall reasonably specify to
evidence its Commitment and/or its status as a Lender hereunder. Any increase in the
Commitment may be made in an amount which is less than the increase requested by the
Borrower if the Borrower is unable to arrange for, or chooses not to arrange for,
Augmenting Lenders. 



     (b)    
          Each of the parties hereto hereby agrees that the Administrative Agent may take
          any and all actions as may be reasonably necessary to ensure that, after giving
          effect to any increase in the Total Commitment pursuant to this Section 2.22,
          the outstanding Revolving Loans (if any) are held by the Lenders in accordance
          with their new Pro Rata Percentages. This may be accomplished at the discretion
          of the Administrative Agent (i) by requiring the outstanding Revolving
          Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing, (ii)
          by causing Non-Increasing Lenders to assign portions of their outstanding
          Revolving Loans to Increasing Lenders and Augmenting Lenders or (iii) by
          any combination of the foregoing. Any prepayment or assignment described in this
          paragraph (b) shall be subject to Section 2.15, but otherwise without premium or
          penalty. 



     (c)    
          Notwithstanding the foregoing, no increase in the Total Commitment shall become
          effective under this Section 2.22 unless, (i) on the date of such increase, the
          conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be
          satisfied and the Administrative Agent shall have received a certificate to that
          effect dated such date and executed by a Financial Officer of the Borrower, and
          (ii) the Administrative Agent shall have received (with sufficient copies for
          each of the Lenders) such customary closing documentation as the Administrative
          Agent shall have reasonably requested. 



ARTICLE III 



Representations and
Warranties 



        The
Borrower represents and warrants to the Administrative Agent, the Issuing Bank and each of
the Lenders that: 



SECTION 3.01. Organization; Powers.
The Borrower and each of the Subsidiaries (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and to carry on its business
as now conducted and (c) is qualified to do business in, and is in good standing in,
every jurisdiction where such qualification is required, except where the failure so to
qualify could not reasonably be expected to result in a Material Adverse Effect. 



SECTION 3.02. Authorization. The
execution, delivery and performance by the Borrower of this Agreement and the transactions
contemplated hereby (including the Borrowings hereunder) (collectively, the
“Transactions”) (a) are within the Borrower’s corporate powers and
have been duly authorized by all requisite corporate and, if required, stockholder action
and (b) will not (i) violate (A) any provision of law, statute, rule or
regulation, or of the certificate or articles of incorporation or other constitutive
documents or by-laws of the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which the Borrower or any Subsidiary is a party or by which any of them or
any of their property is or may be bound, the effect of which could reasonably be expected
to result in a Material Adverse Effect, (ii) result in a breach of or constitute
(alone or with notice or lapse of time or both) a default under, or give rise to any right
to accelerate or to require the prepayment, repurchase or redemption of any obligation
under any such indenture, agreement or other instrument, the effect of which could
reasonably be expected to result in a Material Adverse Effect, or (iii) result in the
creation or imposition of any Lien upon or with respect to any property or assets now
owned or hereafter acquired by the Borrower or any Subsidiary. 



SECTION 3.03. Enforceability. This
Agreement has been duly executed and delivered by the Borrower and constitutes a legal,
valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforceability of creditors’ rights
generally and to general principles of equity, regardless of whether considered in a
proceeding in equity or at law. 



SECTION 3.04. Governmental Approvals.
No action, consent or approval of, registration or filing with or any other action by any
Governmental Authority is or will be required in connection with the Transactions, except
for such as have been made or obtained and are in full force and effect. 



SECTION 3.05. Financial Statements.
The Borrower has heretofore furnished to the Lenders its consolidated balance sheets and
related statements of income, stockholders’ equity and cash flows (i) as of and for
the fiscal year ended December 31, 2003, audited by and accompanied by the opinion of
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the
fiscal quarter and the portion of the fiscal year ended September 30, 2004, certified by
its chief financial officer. Such financial statements present fairly, in all material
respects, the financial condition and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in accordance with
GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the
case of the statements referred to in clause (ii) above. 



SECTION 3.06. No Material Adverse
Change. As of the Closing Date, since December 31, 2003, there has been no material
adverse change in the financial condition, results of operations or business of the
Borrower and the Subsidiaries, taken as a whole. 



SECTION 3.07. Subsidiaries. Schedule
3.07 sets forth as of the Closing Date a list of all Subsidiaries and the percentage
ownership interest of the Borrower therein. 



SECTION 3.08. Litigation; Compliance
with Laws. (a) There are not any actions, suits or proceedings at law or in equity or by
or before any Governmental Authority now pending or, to the knowledge of the Borrower,
threatened against or affecting the Borrower or any Subsidiary or any business, property
or rights of any such person (i) that involve this Agreement or the Transactions or
(ii) as to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect. 



     (b)    
          None of the Borrower or any of the Subsidiaries is in violation of any law, rule
          or regulation, or is in default with respect to any judgment, writ, injunction,
          decree or order of any Governmental Authority, where such violation or default
          could reasonably be expected to result in a Material Adverse Effect. 



SECTION 3.09. Federal Reserve
Regulations. (a) The Borrower is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or carrying
Margin Stock. 



     (b)    
          No part of the proceeds of any Loan or any Letter of Credit will be used,
          whether directly or indirectly, and whether immediately, incidentally or
          ultimately, for any purpose that entails a violation of, or that is
          inconsistent with, the provisions of the Regulations of the Board, including
          Regulation T, U or X. 



SECTION 3.10. Investment Company Act;
Public Utility Holding Company Act. None of the Borrower or any of the Subsidiaries is
(a) an “investment company” as defined in, or subject to regulation under,
the Investment Company Act of 1940 or (b) a “holding company” as defined
in, or subject to regulation under, the Public Utility Holding Company Act of 1935. 



SECTION 3.11. Use of Proceeds. The
Borrower will use the proceeds of the Loans and will request the issuance of Letters of
Credit only for the purposes specified in the preamble to this Agreement. 



SECTION 3.12. Tax Returns. Each of
the Borrower and the Subsidiaries has filed or caused to be filed all Federal, state,
local and foreign tax returns or materials required to have been filed by it and has paid
or caused to be paid all Taxes due and payable by it and all assessments received by it,
except (a) Taxes that are being contested in good faith by appropriate proceedings
and for which the Borrower or such Subsidiary, as applicable, shall have set aside on its
books adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect. 



SECTION 3.13. No Material
Misstatements. None of (a) the Confidential Information Memorandum or (b) any other
information, report, financial statement, exhibit or schedule furnished by or on behalf of
the Borrower to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein taken as a whole, in the light of
the circumstances under which they were made, not misleading; provided that to the extent
any such information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, the Borrower represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule. 



SECTION 3.14. Employee Benefit Plans.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be expected to result in a Material
Adverse Effect. The accumulated benefit obligations (as defined in Statement of Financial
Accounting Standards No. 87) under all Plans (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the last annual
valuation dates applicable thereto, exceed by more than $75,000,000 the fair market value
of the assets of all such Plans. 



SECTION 3.15. Environmental Matters.
Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor
any of the Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) is subject to any Environmental Liability, (iii) has
received written notice of any claim with respect to any Environmental Liability or (iv)
knows of any basis for any Environmental Liability of the Borrower or the Subsidiaries. 



SECTION 3.16. Senior Indebtedness.
The Loans and other obligations hereunder constitute “Senior Indebtedness” under
and as defined in the Subordinated Note Documents. 



ARTICLE IV 



Conditions of Lending 



        The
obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder are subject to the satisfaction of the following conditions: 


SECTION 4.01.     All Credit  Events.  On the date of each  Borrowing  or issuance,  amendment,  extension
or renewal of a Letter of Credit (each such event being called a "Credit Event"):


     (a)    
          The Administrative Agent shall have received a notice of such Borrowing as
          required by Section 2.03 or 2.04, as applicable (or such notice shall have been
          deemed given in accordance with Section 2.04), or, in the case of the
          issuance, amendment, extension or renewal of a Letter of Credit, the Issuing
          Bank and the Administrative Agent shall have received a notice requesting the
          issuance, amendment, extension or renewal of such Letter of Credit as required
          by Section 2.21(b). 



     (b)    
          The representations and warranties set forth in Article III hereof shall be
          true and correct in all material respects on and as of the date of such Credit
          Event with the same effect as though made on and as of such date, except to the
          extent such representations and warranties expressly relate to an earlier date. 



     (c)    
          At the time of and immediately after such Credit Event, no Event of Default or
          Default shall have occurred and be continuing. 



        Each
Credit Event shall be deemed to constitute a representation and warranty by the Borrower
on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of
this Section 4.01. 


SECTION 4.02.     Closing Date.  On the Closing Date:


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



     (b)    
          The Administrative Agent shall have received, on behalf of itself, the Lenders
          and the Issuing Bank, a favorable written opinion of each of (i) Bradford
          T. Smith, Chief Legal Counsel of the Borrower, substantially to the effect set
          forth in Exhibit E-1, and (ii) Hogan & Hartson L.L.P., special
          counsel for the Borrower, substantially to the effect set forth in
          Exhibit E-2, (A) dated the Closing Date, (B) addressed to the
          Issuing Bank, the Administrative Agent and the Lenders, and (C) covering
          such other matters relating to this Agreement and the Transactions as the
          Administrative Agent shall reasonably request, and the Borrower hereby requests
          such counsel to deliver such opinions. 



     (c)    
          The Administrative Agent shall have received (i) a copy of the certificate
          of incorporation, including all amendments thereto, of the Borrower, certified
          as of a recent date by the Secretary of State of the State of Delaware, and a
          certificate as to the good standing of the Borrower as of a recent date, from
          such Secretary of State; (ii) a certificate of the Secretary or Assistant
          Secretary of the Borrower dated the Closing Date and certifying (A) that
          attached thereto is a true and complete copy of the by-laws of the Borrower as
          in effect on the Closing Date and at all times since a date prior to the date of
          the resolutions described in clause (B) below, (B) that attached
          thereto is a true and complete copy of resolutions duly adopted by the Board of
          Directors of the Borrower authorizing the execution, delivery and performance of
          this Agreement and the borrowings hereunder, and that such resolutions have not
          been modified, rescinded or amended and are in full force and effect,
          (C) that the certificate of incorporation of the Borrower has not been
          amended since the date of the last amendment thereto shown on the certificate of
          good standing furnished pursuant to clause (i) above, and (D) as to
          the incumbency and specimen signature of each officer executing this Agreement
          or any other document delivered in connection herewith on behalf of the
          Borrower; (iii) a certificate of another officer as to the incumbency and
          specimen signature of the Secretary or Assistant Secretary executing the
          certificate pursuant to clause (ii) above; and (iv) such other
          documents relating to the Borrower, this Agreement or the Transactions as the
          Lenders, the Issuing Bank or the Administrative Agent may reasonably request. 



     (d)    
          The Administrative Agent shall have received a certificate, dated the Closing
          Date and signed by a Financial Officer of the Borrower, confirming compliance
          with the conditions precedent set forth in paragraphs (b) and (c) of
          Section 4.01. 



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



     (f)    
          All principal, interest, fees and other amounts outstanding or due under the
          Existing Credit Agreements shall have been paid in full, the commitments
          thereunder terminated, and the Administrative Agent shall have received
          satisfactory evidence thereof. 



     (g)    
          The credit facilities provided for by this Agreement shall be rated not lower
          than BBB by S&P, and the Administrative Agent shall have received
          satisfactory evidence thereof. 



     (h)    
          The Lenders shall have received all documentation and other information
          requested by them and required by regulatory authorities under applicable
          “know your customer” and anti-money laundering rules and regulations,
          including the USA Patriot Act. 



ARTICLE V 



Affirmative Covenants 



        The
Borrower covenants and agrees with each Lender that until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable hereunder shall have been paid in full and all Letters of Credit have
been canceled or have expired and all amounts drawn thereunder have been reimbursed in
full, unless the Required Lenders shall otherwise consent in writing, the Borrower will,
and will cause each of the Subsidiaries to: 



SECTION 5.01. Existence; Businesses
and Properties. (a) Do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence, except as otherwise expressly permitted
under Section 6.04. 



     (b)    
          Do or cause to be done all things necessary to obtain, preserve, renew, extend
          and keep in full force and effect its rights, licenses, permits, franchises,
          authorizations, patents, copyrights, trademarks and trade names, and comply in
          all material respects with all applicable laws, rules, regulations and decrees
          and orders of any Governmental Authority, in each case except where the failure
          to do so could not reasonably be expected to result in a Material Adverse
          Effect. 



SECTION 5.02. Insurance. Maintain
with responsible and reputable insurance companies insurance, to such extent and against
such risks as is customary with companies in the same or similar businesses operating in
the same or similar locations. 



SECTION 5.03. Obligations and Taxes.
Pay its Indebtedness and other obligations, including Taxes, before the same shall become
delinquent or in default, except where (a)  the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall have set aside
on its books adequate reserves with respect thereto in accordance with GAAP or (b) to
the extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. 



SECTION 5.04. Financial Statements,
Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each
Lender: 



     (a)    
          within 105 days after the end of each fiscal year, its consolidated balance
          sheet and related statements of income, stockholders’ equity and cash flows
          as of the close of and for such fiscal year, together with comparative figures
          for the immediately preceding fiscal year, all audited by PricewaterhouseCoopers
          LLP or other independent public accountants of recognized national standing and
          accompanied by an opinion of such accountants (which shall not be qualified in
          any material respect) to the effect that such consolidated financial statements
          present fairly in all material respects the financial condition and results of
          operations of the Borrower and its consolidated Subsidiaries on a consolidated
          basis in accordance with GAAP consistently applied; 



     (b)    
          within 50 days after the end of each of the first three fiscal quarters of
          each fiscal year, its consolidated balance sheet and related statements of
          income, stockholders’ equity and cash flows as of the close of and for such
          fiscal quarter and the then elapsed portion of the fiscal year, and comparative
          figures for the same periods in the immediately preceding fiscal year, all
          certified by one of its Financial Officers as presenting fairly in all material
          respects the financial condition and results of operations of the Borrower and
          its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
          consistently applied, subject to normal year-end audit adjustments and the
          absence of footnotes; 



     (c)    
          concurrently with any delivery of financial statements under paragraph (a)
          or (b) above, a certificate of a Financial Officer (A) certifying that no
          Event of Default or Default has occurred or, if such an Event of Default or
          Default has occurred, specifying the nature and extent thereof and any
          corrective action taken or proposed to be taken with respect thereto,
          (B) setting forth computations in reasonable detail satisfactory to the
          Administrative Agent demonstrating compliance with the covenants contained in
          Sections 6.07 and 6.08 and (C) stating whether any change in GAAP or
          in the application thereof has occurred since the date of the audited financial
          statements referred to in Section 3.05 and, if any such change has
          occurred, specifying the effect of such change on the financial statements
          accompanying such certificate; 



     (d)    
          promptly after the same become publicly available, copies of all periodic and
          other reports, proxy statements and other materials filed by the Borrower or any
          Subsidiary with the Securities and Exchange Commission, or any Governmental
          Authority succeeding to any or all of the functions of said Commission, or with
          any national securities exchange, or distributed to its shareholders, as the
          case may be; 



     (e)    
          promptly after the receipt thereof by the Borrower or any of its Subsidiaries, a
          copy of any “management letter” received by any such person from its
          certified public accountants and the management’s response thereto; 



     (f)    
          promptly, from time to time, such other information regarding the operations,
          business affairs and financial condition of the Borrower or any Subsidiary, or
          compliance with the terms of this Agreement, as the Administrative Agent or any
          Lender may reasonably request; 



     (g)    
          promptly, following a request by any Lender, all documentation and other
          information that such Lender reasonably requests in order to comply with its
          ongoing obligations under applicable “know your customer” and
          anti-money laundering rules and regulations, including the USA Patriot Act. 



SECTION 5.05. Litigation and Other
Notices. In the case of the Borrower, furnish to the Administrative Agent, the Issuing
Bank and each Lender prompt written notice of the following: 



     (a)    
          any Event of Default or Default, specifying the nature and extent thereof and
          the corrective action (if any) taken or proposed to be taken with respect
          thereto; 



     (b)    
          the filing or commencement of, or any threat or notice of intention of any
          person to file or commence, any action, suit or proceeding, whether at law or in
          equity or by or before any Governmental Authority, against the Borrower or any
          Affiliate thereof that could reasonably be expected to result in a Material
          Adverse Effect; 



     (c)    
          any change in the rating by S&P of the Index Debt; and 



     (d)    
          the occurrence of any ERISA Event that, alone or together with any other ERISA
          Events that have occurred, could reasonably be expected to result in a Material
          Adverse Effect. 



SECTION 5.06. Maintaining Records;
Access to Properties and Inspections. Keep books of record and account in conformity with
GAAP and all requirements of law in relation to its business and activities. The Borrower
will, and will cause each of its Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect
the financial records and the properties of the Borrower or any Subsidiary at reasonable
times and as often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the Administrative Agent
or any Lender to discuss the affairs, finances and condition of the Borrower or any
Subsidiary with the officers thereof and independent accountants therefor. 



SECTION 5.07. Use of Proceeds. Use
the proceeds of the Loans and request the issuance of Letters of Credit only for the
purposes set forth in the preamble to this Agreement. 



ARTICLE VI 



Negative Covenants 



        The
Borrower covenants and agrees with each Lender that, until the Commitments have been
terminated and the principal of and interest on each Loan, all Fees and all other expenses
or amounts payable hereunder have been paid in full and all Letters of Credit have been
canceled or have expired and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and
will not cause or permit any of the Subsidiaries to: 


SECTION 6.01.     Subsidiary  Indebtedness.  With  respect  to the  Subsidiaries,  incur,  create,  issue,
assume or permit to exist any Indebtedness or preferred stock, except:


     (a)    
          Indebtedness or preferred stock existing on the date hereof and having an
          aggregate principal amount (or, in the case of preferred stock, an aggregate
          liquidation preference) of less than $25,000,000 in the aggregate and, in the
          case of any such Indebtedness, any extensions, renewals or replacements thereof
          to the extent the principal amount of such Indebtedness is not increased, and
          such Indebtedness, if subordinated to the Loans, remains so subordinated on
          terms no less favorable to the Lenders, and the original obligors in respect of
          such Indebtedness remain the only obligors thereon; 



     (b)    
          Indebtedness created or existing hereunder; 



     (c)    
          intercompany Indebtedness or preferred stock to the extent owing to or held by
          the Borrower or another Subsidiary; 



     (d)    
          Indebtedness of any Subsidiary incurred to finance the acquisition, construction
          or improvement of any fixed or capital assets, and extensions, renewals and
          replacements of any such Indebtedness that do not increase the outstanding
          principal amount thereof; provided that (i) such Indebtedness is incurred
          prior to or within 180 days after such acquisition or the completion of
          such construction or improvement and (ii) the aggregate principal amount of
          Indebtedness permitted by this Section 6.01(d), when combined with the
          aggregate principal amount of all Capital Lease Obligations incurred pursuant to
          Section 6.01(e) and all Indebtedness incurred pursuant to
          Section  6.01(f), shall not exceed $150,000,000 at any time
          outstanding; 



     (e)    
          Capital Lease Obligations in an aggregate principal amount, when combined with
          the aggregate principal amount of all Indebtedness incurred pursuant to
          Section 6.01(d) and Section 6.01(f), not in excess of $150,000,000 at
          any time outstanding; 



     (f)    
          Indebtedness of any person that becomes a Subsidiary after the date hereof;
          provided that (i) such Indebtedness exists at the time such person becomes
          a Subsidiary and is not created in contemplation of or in connection with such
          person becoming a Subsidiary, (ii) immediately before and after such person
          becomes a Subsidiary, no Event of Default or Default shall have occurred and be
          continuing and (iii) the aggregate principal amount of Indebtedness
          permitted by this clause (f), when combined with the aggregate principal
          amount of all Indebtedness incurred pursuant to Section 6.01(d) and all
          Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not
          exceed $150,000,000 at any time outstanding; 



     (g)    
          Indebtedness under performance bonds or with respect to workers’
          compensation claims, in each case incurred in the ordinary course of business;
          and 



     (h)    
          additional Indebtedness (including attributable Indebtedness in respect of
          sale-leaseback transactions) or preferred stock of the Subsidiaries to the
          extent not otherwise permitted by the foregoing clauses of this
          Section 6.01 in an aggregate principal amount (or, in the case of preferred
          stock, with an aggregate liquidation preference), when combined (without
          duplication) with the amount of obligations of the Borrower and its
          Subsidiaries secured by Liens pursuant to Section 6.02(j), not to exceed
          $150,000,000 at any time outstanding. 



SECTION 6.02. Liens. Create, incur,
assume or permit to exist any Lien on any property or assets (including Equity Interests
or other securities of any person, including any Subsidiary) now owned or hereafter
acquired by it or on any income or revenues or rights in respect of any thereof, except: 



     (a)    
          Liens on property or assets of the Borrower and its Subsidiaries existing on the
          date hereof and encumbering property or assets with a fair market value, and
          securing obligations having an aggregate principal amount, in each case less
          than $25,000,000 in the aggregate; provided that (x) such Liens shall
          secure only those obligations which they secure on the date hereof and
          extensions, renewals and replacements thereof permitted hereunder and
          (y) such Liens shall not apply to any other property or assets of the
          Borrower or any of the Subsidiaries; 



     (b)    
          any Lien existing on any property or asset prior to the acquisition thereof by
          the Borrower or any Subsidiary or existing on any property or asset of any
          person that becomes a Subsidiary after the date hereof prior to the time such
          person becomes a Subsidiary; provided that (i) such Lien is not created in
          contemplation of or in connection with such acquisition or such person becoming
          a Subsidiary, as the case may be, (ii) such Lien does not apply to any
          other property or assets of the Borrower or any Subsidiary and (iii) such
          Lien shall secure only those obligations which it secures on the date of such
          acquisition or the date such person becomes a Subsidiary, as the case may be and
          extensions, renewals and replacements thereof permitted hereunder; 



     (c)    
          Liens for taxes not yet due or which are being contested in compliance with
          Section 5.03; 



     (d)    
          carriers’, warehousemen’s, mechanics’, materialmen’s,
          repairmen’s or other like Liens arising in the ordinary course of business
          and securing obligations that are not overdue by more than 90 days or which are
          being contested in compliance with Section 5.03; 



     (e)    
          pledges and deposits made in the ordinary course of business in compliance with
          workmen’s compensation, unemployment insurance and other social security
          laws or regulations; 



     (f)    
          deposits to secure the performance of bids, trade contracts (other than for
          Indebtedness), leases (other than Capital Lease Obligations), statutory
          obligations, surety and appeal bonds, performance bonds and other obligations of
          a like nature, in each case in the ordinary course of business; 



     (g)    
          zoning restrictions, easements, rights-of-way, restrictions on use of real
          property and other similar encumbrances incurred in the ordinary course of
          business which, in the aggregate, are not substantial in amount and do not
          materially detract from the value of the property subject thereto or interfere
          with the ordinary conduct of the business of the Borrower or any of its
          Subsidiaries; 



     (h)    
          purchase money security interests in real property, improvements thereto or
          equipment hereafter acquired (or, in the case of improvements, constructed) by
          the Borrower or any Subsidiary; provided that (i) such security interests
          secure Indebtedness permitted by Section 6.01, (ii) such security
          interests are incurred, and the Indebtedness secured thereby is created, within
          180 days after such acquisition (or construction) and (iii) such
          security interests do not apply to any other property or assets of the Borrower
          or any Subsidiary; 



     (i)    
          Liens in respect of judgments that do not constitute an Event of Default; and 



     (j)    
          Liens not otherwise permitted by the foregoing clauses of this Section 6.02
          securing obligations otherwise permitted by this Agreement in an aggregate
          principal and face amount, when combined (without duplication) with the amount
          of Indebtedness or preferred stock of Subsidiaries incurred pursuant to Section
          6.01(h), not to exceed $150,000,000 at any time outstanding. 



SECTION 6.03. Sale and Lease-Back
Transactions. Enter into any arrangement, directly or indirectly, with any person whereby
it shall sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or purposes as
the property being sold or transferred unless (a) the sale of such property is permitted
by Section 6.04 and (b) any Capital Lease Obligations or Liens arising in connection
therewith are permitted by Sections 6.01 and 6.02, respectively. 



SECTION 6.04. Mergers, Consolidations
and Sales of Assets. Merge into or consolidate with any other person, or permit any other
person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or substantially all the assets
(whether now owned or hereafter acquired) of the Borrower, or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto no Event
of Default or Default shall have occurred and be continuing, (a) any person may merge
into the Borrower in a transaction in which the Borrower is the surviving corporation,
(b) any person, other than the Borrower, may merge into or consolidate with any
Subsidiary in a transaction in which the surviving entity is a Subsidiary and (c) any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders. 



SECTION 6.05. Restricted Payments.
Declare or make, or agree to declare or make, directly or indirectly, any Restricted
Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation
(contingent or otherwise) to do so if, at the time thereof and immediately after giving
effect thereto, (a) any Default or Event of Default shall have occurred and be
continuing or (b) the Leverage Ratio on the date of such Restricted Payment would be
greater than 2.0 to 1.0; provided, however, that (i) any Subsidiary may declare and
pay dividends or make other distributions ratably to holders of Equity Interests in it,
(ii) the Borrower may declare and pay dividends or make other distributions of its
Equity Interests and (iii) so long as no Default or Event of Default shall have
occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries
may declare and make, directly or indirectly, additional Restricted Payments to the extent
not otherwise permitted by the foregoing clauses of this Section 6.05 in an aggregate
amount not to exceed $100,000,000. 



SECTION 6.06. Business of Borrower
and Subsidiaries. Engage to any material extent in any business or business activity other
than businesses of the type currently conducted by the Borrower and the Subsidiaries and
business activities reasonably related thereto. 



SECTION 6.07. Interest Coverage
Ratio. Permit the Interest Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, to be less than 5.0 to 1.0. 



SECTION 6.08. Maximum Leverage Ratio.
Permit the Leverage Ratio on the last day of any period of four consecutive fiscal
quarters, in each case taken as one accounting period, to be greater than 2.5 to 1.0. 



SECTION 6.09. Hedging Agreements.
Enter into any Hedging Agreement other than non-speculative Hedging Agreements entered
into to hedge or mitigate risks to which the Borrower or a Subsidiary is exposed in the
ordinary course of the conduct of its business or the management of its liabilities. 



ARTICLE VII 



Events of Default 



        In
case of the happening of any of the following events (“Events of Default”): 



     (a)    
          any representation or warranty made or deemed made in or in connection with this
          Agreement or the Borrowings or issuances of Letters of Credit hereunder, or any
          representation, warranty, statement or information contained in any report,
          certificate, financial statement or other instrument furnished in connection
          with or pursuant to this Agreement, shall prove to have been false or misleading
          in any material respect when so made, deemed made or furnished; 



     (b)    
          default shall be made in the payment of any principal of any Loan or the
          reimbursement with respect to any L/C Disbursement when and as the same shall
          become due and payable, whether at the due date thereof or at a date fixed for
          prepayment thereof or by acceleration thereof or otherwise; 



     (c)    
          default shall be made in the payment of any interest on any Loan or any Fee or
          L/C Disbursement or any other amount (other than an amount referred to in
          (b) above) due under this Agreement, when and as the same shall become due
          and payable, and such default shall continue unremedied for a period of five
          Business Days; 



     (d)    
          default shall be made in the due observance or performance by the Borrower or
          any Subsidiary of any covenant, condition or agreement contained in
          Section 5.01(a) (with respect to the Borrower), 5.05(a) or 5.07 or in
          Article VI; 



     (e)    
          default shall be made in the due observance or performance by the Borrower or
          any Subsidiary of any covenant, condition or agreement contained in this
          Agreement (other than those specified in (b), (c) or (d) above) and such default
          shall continue unremedied for a period of 30 days after notice thereof from the
          Administrative Agent to the Borrower (which notice will be given at the request
          of any Lender); 



     (f)    
          (i) the Borrower or any Material Subsidiary shall (i) fail to pay any
          principal or interest, regardless of amount, due in respect of any Material
          Indebtedness, when and as the same shall become due and payable (after giving
          effect to any applicable grace period), or (ii) any other event or
          condition occurs (after giving effect to any applicable grace period) that
          results in any Material Indebtedness becoming due prior to its scheduled
          maturity or that enables or permits the holder or holders of any Material
          Indebtedness or any trustee or agent on its or their behalf to cause any
          Material Indebtedness to become due, or to require the prepayment, repurchase,
          redemption or defeasance thereof, prior to its scheduled maturity; provided that
          this clause (ii) shall not apply to secured Indebtedness that becomes due
          as a result of the voluntary sale or transfer of the property or assets securing
          such Indebtedness; 



     (g)    
          an involuntary proceeding shall be commenced or an involuntary petition shall be
          filed in a court of competent jurisdiction seeking (i) relief in respect of
          the Borrower or any Material Subsidiary, or of a substantial part of the
          property or assets of the Borrower or a Material Subsidiary, under Title 11
          of the United States Code, as now constituted or hereafter amended, or any other
          Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
          (ii) the appointment of a receiver, trustee, custodian, sequestrator,
          conservator or similar official for the Borrower or any Material Subsidiary or
          for a substantial part of the property or assets of the Borrower or a Material
          Subsidiary or (iii) the winding-up or liquidation of the Borrower or any
          Material Subsidiary; and such proceeding or petition shall continue undismissed
          for 60 days or an order or decree approving or ordering any of the
          foregoing shall be entered; 



     (h)    
          the Borrower or any Material Subsidiary shall (i) voluntarily commence any
          proceeding or file any petition seeking relief under Title 11 of the United
          States Code, as now constituted or hereafter amended, or any other Federal,
          state or foreign bankruptcy, insolvency, receivership or similar law,
          (ii) consent to the institution of, or fail to contest in a timely and
          appropriate manner, any proceeding or the filing of any petition described in
          (g) above, (iii) apply for or consent to the appointment of a receiver,
          trustee, custodian, sequestrator, conservator or similar official for the
          Borrower or any Material Subsidiary or for a substantial part of the property or
          assets of the Borrower or any Material Subsidiary, (iv) file an answer
          admitting the material allegations of a petition filed against it in any such
          proceeding, (v) make a general assignment for the benefit of creditors,
          (vi) become unable, admit in writing its inability or fail generally to pay
          its debts as they become due or (vii) take any action for the purpose of
          effecting any of the foregoing; 



     (i)    
          one or more judgments for the payment of money in an amount in excess of
          $50,000,000 individually or $75,000,000 in the aggregate shall be rendered
          against the Borrower, any Material Subsidiary or any combination thereof and the
          same shall remain undischarged for a period of 30 consecutive days during
          which execution shall not be effectively stayed, or any action shall be legally
          taken by a judgment creditor to levy upon assets or properties of the Borrower
          or any Material Subsidiary to enforce any such judgment; provided, however, that
          any such judgment shall not be an Event of Default under this paragraph (i) if
          and for so long as (i) the entire amount of such judgment in excess of
          $50,000,000 individually or $75,000,000 in the aggregate is covered by a valid
          and binding policy of insurance between the defendant and the insurer covering
          payment thereof and (ii) such insurer, which shall be rated at least
          “A” by A.M. Best Company, has been notified of, and has not disputed
          the claim made for payment of the amount of such judgment; 



     (j)    
          one or more ERISA Events shall have occurred that results in liability of the
          Borrower and its ERISA Affiliates exceeding $50,000,000 individually or
          $75,000,000 in the aggregate; or 



     (k)    
          there shall have occurred a Change in Control; 



then, and in every such event (other
than an event with respect to the Borrower described in paragraph (g) or (h) above),
and at any time thereafter during the continuance of such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different
times:  (i) terminate forthwith the Commitments and (ii) declare the
Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued interest
thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued
hereunder, shall become forthwith due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained hereinto the contrary notwithstanding; and in any event with respect to
the Borrower described in paragraph (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans then outstanding, together with
accrued interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are hereby
expressly waived by the Borrower, anything contained herein to the contrary
notwithstanding. 



ARTICLE VIII 



The Administrative Agent 



        Each
of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
its agent and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms of this
Agreement, together with such actions and powers as are reasonably incidental thereto. 



        The
bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder. 



        The
Administrative Agent shall not have any duties or obligations except those expressly set
forth in this Agreement. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated by
this Agreement 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 9.08), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower or any of
the Subsidiaries that is communicated to or obtained by the bank serving as Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.08) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent. 



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



        The
Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by it. The Administrative Agent and any
such sub-agent may perform any and all its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of each
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. 



        Subject
to the appointment and acceptance of a successor Administrative Agent as provided below,
the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank
and the Borrower. Upon any such resignation, the Required Lenders shall have the right,
with the consent of the Borrower (such consent not to be unreasonably withheld or
delayed), to appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank, that is acceptable to the Borrower (which shall not
unreasonably withhold its approval). Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. The fees payable by the Borrower to a successor Administrative
shall be the same as those payable to its predecessor unless otherwise agreed between the
Borrower and such successor. After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.05 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while acting
as Administrative Agent. 



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



        Anything
herein to the contrary notwithstanding, none of the Syndication Agent, Co-Lead Arrangers
or Joint Bookrunners listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any other loan document, except in its capacity,
as applicable, as an Agent or a Lender. 



ARTICLE IX 



Miscellaneous 



SECTION 9.01. Notices. Notices and
other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows: 



     (a)    
          if to the Borrower, to it at 231 Maple Avenue, Burlington, NC 27215, Attention
          of Wesley R. Elingburg  (Telecopy No. (336) 436-1066); 



     (b)    
          if to the Administrative Agent, to Credit Suisse First Boston, Eleven Madison
          Avenue, New York, NY 10010, Attention of Agency Group Manager (Telecopy No.
          (212) 325- 8304); and 



     (c)    
          if to a Lender, to it at its address (or telecopy number) set forth on
          Schedule 2.01 or in the Assignment and Acceptance pursuant to which such
          Lender shall have become a party hereto. 



All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt. 



SECTION 9.02. Survival of Agreement.
All covenants, agreements, representations and warranties made by the Borrower herein and
in the certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the Lenders and
the Issuing Bank and shall survive the making by the Lenders of the Loans and the issuance
of Letters of Credit by the Issuing Bank, regardless of any investigation made by the
Lenders or the Issuing Bank or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any Fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not been terminated. The
provisions of Sections 2.13, 2.15, 2.19 and 9.05 shall remain operative and in full force
and effect regardless of the expiration of the term of this Agreement, the consummation of
the transactions contemplated hereby, the repayment of any of the Loans, the expiration of
the Commitments, the expiration of any Letter of Credit, the invalidity or
unenforceability of any term or provision of this Agreement, or any investigation made by
or on behalf of the Administrative Agent, any Lender or the Issuing Bank. 



SECTION 9.03. Binding Effect. This
Agreement shall become effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other parties
hereto. 



SECTION 9.04. Successors and Assigns.
(a) Whenever in this Agreement any of the parties hereto is referred to, such reference
shall be deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of the Borrower, the Administrative
Agent, the Issuing Bank or the Lenders that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns. 



     (b)    
          Each Lender may assign to one or more assignees all or a portion of its
          interests, rights and obligations under this Agreement (including all or a
          portion of its Commitment and the Loans at the time owing to it) with the prior
          written consent of the Administrative Agent (and, in the case of any assignment
          of a Commitment, the Issuing Bank) (which consent shall not be unreasonably
          withheld or delayed); provided, however, that (i) except in the case of an
          assignment to a Lender or an Affiliate of a Lender, (x) the Borrower must give
          its prior written consent to such assignment (which consent shall not be
          unreasonably withheld or delayed); provided, however, that the consent of the
          Borrower shall not be required to any such assignment during the continuance of
          any Event of Default described in paragraph (g) or (h) of Article VII, and
          (y) the amount of the Commitment of the assigning Lender 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 $5,000,000 (or, if less, the entire remaining amount of such Lender’s
          Commitment), (ii) each such assignment shall be of a constant, and not a
          varying, percentage of all the assigning Lender’s rights and obligations
          under this Agreement, (iii) the parties to each such assignment shall
          (A) electronically execute and deliver to the Administrative Agent an
          Assignment and Acceptance via an electronic settlement system acceptable to the
          Administrative Agent (which initially shall be ClearPar LLC) or
          (B) manually execute and deliver to the Administrative Agent an Assignment
          and Acceptance, together with a processing and recordation fee of $3,500 and
          (iv) the assignee, if it shall not be a Lender, shall deliver to the
          Administrative Agent an Administrative Questionnaire and applicable tax forms.
          Upon acceptance and recording pursuant to paragraph (e) of this
          Section 9.04, from and after the effective date specified in each
          Assignment and Acceptance, (A) the 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
          (B) 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 or the remaining portion of an assigning Lender’s rights and
          obligations under this Agreement, such Lender shall cease to be a party hereto
          but shall continue to be entitled to the benefits of Sections 2.13, 2.15,
          2.19 and 9.05, as well as to any Fees accrued for its account and not yet paid).
          Notwithstanding the foregoing, any Lender assigning its rights and obligations
          under this Agreement may retain any Competitive Loans made by it outstanding at
          such time, and in such case shall retain its rights hereunder in respect of any
          such Loans so retained until such Loans have been repaid in full in accordance
          with this Agreement. 



     (c)    
          By executing and delivering an Assignment and Acceptance, the assigning Lender
          thereunder and the assignee thereunder shall be deemed to confirm to and agree
          with each other and the other parties hereto as
          follows:  (i) such assigning Lender warrants that it is the legal
          and beneficial owner of the interest being assigned thereby free and clear of
          any adverse claim and that its Commitment, and the outstanding balances of its
          Revolving Loans and Competitive Loans, in each case without giving effect to
          assignments thereof which have not become effective, are as set forth in such
          Assignment and Acceptance, (ii) except as set forth in (i) above, such
          assigning Lender makes no representation or warranty and assumes no
          responsibility with respect to any statements, warranties or representations
          made in or in connection with this Agreement, or the execution, legality,
          validity, enforceability, genuineness, sufficiency or value of this Agreement or
          any other instrument or document furnished pursuant hereto, or the financial
          condition of the Borrower or any Subsidiary or the performance or observance by
          the Borrower or any Subsidiary of any of its obligations under this Agreement or
          any other instrument or document furnished pursuant hereto; (iii) such
          assignee represents and warrants that it is legally authorized to enter into
          such Assignment and Acceptance; (iv) such assignee confirms that it has
          received a copy of this Agreement, together with copies of the most recent
          financial statements referred to in Section 3.05 or delivered pursuant to
          Section 5.04 and such other documents and information as it has deemed
          appropriate to make its own credit analysis and decision to enter into such
          Assignment and Acceptance; (v) such assignee will independently and without
          reliance upon the Administrative Agent, such assigning Lender or any other
          Lender and based on such documents and information as it shall deem appropriate
          at the time, continue to make its own credit decisions in taking or not taking
          action under this Agreement; (vi) such assignee appoints and authorizes the
          Administrative Agent to take such action as agent on its behalf and to exercise
          such powers under this Agreement as are delegated to the Administrative Agent by
          the terms hereof, together with such powers as are reasonably incidental
          thereto; and (vii) such assignee agrees that it will perform in accordance
          with their terms all the obligations which by the terms of this Agreement are
          required to be performed by it as a Lender. 



     (d)    
          The Administrative Agent, acting for this purpose as an agent of the Borrower,
          shall maintain at one of its offices in The City of New York 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 Commitment of, and principal
          amount of the Loans owing to, each Lender pursuant to the terms hereof from time
          to time (the “Register”). The entries in the Register shall be
          conclusive and the Borrower, the Administrative Agent, the Issuing Bank and the
          Lenders may treat each person whose name is recorded in the Register pursuant to
          the terms hereof as a Lender hereunder for all purposes of this Agreement,
          notwithstanding notice to the contrary. The Register shall be available for
          inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable
          time and from time to time upon reasonable prior notice. 



     (e)    
          Upon its receipt of a duly completed Assignment and Acceptance executed by an
          assigning Lender and an assignee, an Administrative Questionnaire completed in
          respect of the assignee (unless the assignee shall already be a Lender
          hereunder), the processing and recordation fee referred to in paragraph (b)
          above and, if required, the written consent of the Borrower, the Issuing Bank
          and the Administrative Agent to such assignment, the Administrative Agent shall
          (i) accept such Assignment and Acceptance and (ii) record the
          information contained therein in the Register. No assignment shall be effective
          unless it has been recorded in the Register as provided in this
          paragraph (e). 



     (f)    
          Each Lender may without the consent of the Borrower, the Issuing Bank or the
          Administrative Agent sell participations to one or more banks or other entities
          in all or a portion of its rights and obligations under this Agreement
          (including all or a portion of its Commitment and the Loans owing to it);
          provided, however, 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,
          (iii) the participating banks or other entities shall be entitled to the
          benefit of the cost protection provisions contained in Sections 2.13, 2.15
          and 2.19 to the same extent as if they were Lenders (but, with respect to any
          particular participant, to no greater extent than the Lender that sold the
          participation to such participant) and (iv) the Borrower, the
          Administrative Agent, the Issuing Bank and the Lenders shall continue to deal
          solely and directly with such Lender in connection with such Lender’s
          rights and obligations under this Agreement, and such Lender shall retain the
          sole right to enforce the obligations of the Borrower relating to the Loans or
          L/C Disbursements and to approve any amendment, modification or waiver of any
          provision of this Agreement (other than amendments, modifications or waivers
          decreasing any fees payable hereunder or the amount of principal of or the rate
          at which interest is payable on the Loans, extending any scheduled principal
          payment date or date fixed for the payment of interest on the Loans or
          increasing or extending the Commitments). 



     (g)    
          Any Lender or participant may, in connection with any assignment or
          participation or proposed assignment or participation pursuant to this
          Section 9.04, disclose to the assignee or participant or proposed assignee
          or participant any information relating to the Borrower furnished to such Lender
          by or on behalf of the Borrower; provided that, prior to any such disclosure of
          information designated by the Borrower as confidential, each such assignee or
          participant or proposed assignee or participant shall execute an agreement
          whereby such assignee or participant shall agree (subject to customary
          exceptions) to preserve the confidentiality of such confidential information on
          terms no less restrictive than those applicable to the Lenders pursuant to
          Section 9.16. 



     (h)    
          Any Lender may at any time assign all or any portion of its rights under this
          Agreement to secure extensions of credit to such Lender or in support of
          obligations owed by such Lender; provided that no such assignment shall release
          a Lender from any of its obligations hereunder or substitute any such assignee
          for such Lender as a party hereto. 



     (i)    
          Notwithstanding anything to the contrary contained herein, any Lender (a
          “Granting Lender”) may grant to a special purpose funding vehicle (an
          “SPC”), identified as such in writing from time to time by the
          Granting Lender to the Administrative Agent and the Borrower, the option to
          provide to the Borrower all or any part of any Loan that such Granting Lender
          would otherwise be obligated to make to the Borrower pursuant to this Agreement;
          provided that (i) nothing herein shall constitute a commitment by any
          SPC to make any Loan and (ii) if an SPC elects not to exercise such option
          or otherwise fails to provide all or any part of such Loan, the Granting Lender
          shall be obligated to make such Loan pursuant to the terms hereof. The making of
          a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
          to the same extent, and as if, such Loan were made by such Granting Lender. Each
          party hereto hereby agrees that no SPC shall be liable for any indemnity or
          similar payment obligation under this Agreement (all liability for which shall
          remain with the Granting Lender). 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 commercial paper or other senior indebtedness
          of any SPC, it will not institute against, or join any other person in
          instituting against, such SPC any bankruptcy, reorganization, arrangement,
          insolvency or liquidation proceedings under the laws of the United States or any
          State thereof. In addition, notwithstanding anything to the contrary contained
          in this Section 9.04, any SPC may (i) with notice to, but without the prior
          written consent of, the Borrower and the Administrative Agent and without paying
          any processing fee therefor, assign all or a portion of its interests in any
          Loans to the Granting Lender or to any financial institutions (consented to by
          the Borrower and Administrative Agent) providing liquidity and/or credit support
          to or for the account of such SPC to support the funding or maintenance of Loans
          and (ii) 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 enhancement to such SPC. 



     (j)    
          The Borrower shall not assign or delegate any of its rights or duties hereunder
          without the prior written consent of the Administrative Agent, the Issuing Bank
          and each Lender, and any attempted assignment without such consent shall be null
          and void. 



     (k)    
          In the event that S&P, Moody’s and Thompson’s BankWatch (or
          InsuranceWatch Ratings Service, in the case of Lenders that are insurance
          companies (or Best’s Insurance Reports, if such insurance company is not
          rated by Insurance Watch Ratings Service)) shall, after the date that any Lender
          becomes a Lender, downgrade the long-term certificate deposit ratings of such
          Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
          case of a Lender that is an insurance company (or B, in the case of an insurance
          company not rated by InsuranceWatch Ratings Service)), then the Issuing Bank
          shall have the right, but not the obligation, at its own expense, upon notice to
          such Lender and the Administrative Agent, to replace (or to request the Borrower
          to use its reasonable efforts to replace) such Lender with an assignee (in
          accordance with and subject to the restrictions contained in paragraph (b)
          above), and such Lender hereby agrees to transfer and assign without recourse
          (in accordance with and subject to the restrictions contained in
          paragraph (b) above) all its interests, rights and obligations in respect
          of its Commitment to such assignee; provided, however, that (i) no such
          assignment shall conflict with any law, rule and regulation or order of any
          Governmental Authority and (ii) the Issuing Bank or such assignee, as the
          case may be, shall pay to such Lender in immediately available funds on the date
          of such assignment the principal of and interest accrued to the date of payment
          on the Loans made by such Lender hereunder and all other amounts accrued for
          such Lender’s account or owed to it hereunder. 



SECTION 9.05. Expenses; Indemnity.
(a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent and the Issuing Bank in connection with the syndication of the credit
facilities provided for herein and the preparation and administration of this Agreement or
in connection with any amendments, modifications or waivers of the provisions hereof
(whether or not the transactions hereby or thereby contemplated shall be consummated) or
incurred by the Administrative Agent or any Lender in connection with the enforcement or
protection of its rights in connection with this Agreement or in connection with the Loans
made or Letters of Credit issued hereunder, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative
Agent, and, in connection with any such enforcement or protection, the reasonable fees,
charges and disbursements of any other counsel for the Administrative Agent or any Lender. 



     (b)    
          The Borrower agrees to indemnify the Administrative Agent, each Lender, the
          Issuing Bank and each Related Party of any of the foregoing persons (each such
          person being called an “Indemnitee”) against, and to hold each
          Indemnitee harmless from, any and all losses, claims, damages, liabilities and
          related expenses, including reasonable counsel fees, charges and disbursements,
          incurred by or asserted against any Indemnitee (other than Taxes, Other Taxes or
          amounts that would be Other Taxes if imposed by the United States of America or
          any political subdivision thereof) arising out of, in any way connected with, or
          as a result of (i) the execution or delivery of this Agreement or any
          agreement or instrument contemplated thereby, the performance by the parties
          thereto of their respective obligations thereunder or the consummation of the
          Transactions and the other transactions contemplated thereby, (ii) the use
          of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any
          claim, litigation, investigation or proceeding relating to any of the foregoing,
          whether or not any Indemnitee is a party thereto; provided that such indemnity
          shall not, as to any Indemnitee, be available to the extent that such losses,
          claims, damages, liabilities or related expenses (x) are determined by a court
          of competent jurisdiction by final and nonappealable judgment (a “Final
          Judgment”) to have resulted from the gross negligence or wilful misconduct
          of such Indemnitee or (y) arise from any legal proceedings commenced
          against any Lender by any other Lender (other than legal proceedings against the
          Administrative Agent or the Issuing Bank in its capacity as such) or in which a
          Final Judgment is rendered in the Borrower’s favor against such Indemnitee. 



     (c)    
          To the extent that the Borrower fails to pay any amount required to be paid by
          it to the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of
          this Section, each Lender severally agrees to pay to the Administrative Agent or
          the Issuing Bank, as the case may be, such Lender’s pro rata share
          (determined as of the time that the applicable unreimbursed expense or indemnity
          payment is sought) of such unpaid amount; provided that the unreimbursed expense
          or indemnified loss, claim, damage, liability or related expense, as the case
          may be, was incurred by or asserted against the Administrative Agent or the
          Issuing Bank in its capacity as such. For purposes hereof, a Lender’s
          “pro rata share” shall be determined based upon its share of the sum
          of the Aggregate Revolving Credit Exposure and unused Commitments at the time. 



     (d)    
          To the extent permitted by applicable law, the Borrower shall not assert, and
          hereby waives, any claim against any Indemnitee, on any theory of liability, for
          special, indirect, consequential or punitive damages (as opposed to direct or
          actual damages) arising out of, in connection with, or as a result of, this
          Agreement or any agreement or instrument contemplated hereby, the Transactions,
          any Loan or Letter of Credit or the use of the proceeds thereof. 



     (e)    
          All amounts due under this Section 9.05 shall be payable not later than 15
          days after written demand therefor. 



SECTION 9.06. Right of Setoff. If an
Event of Default shall have occurred and be continuing, each Lender is hereby authorized
at any time and from time to time, except to the extent prohibited by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender to or for the credit
or the account of the Borrower against any of and all the obligations of the Borrower now
or hereafter existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section 9.06 are
in addition to other rights and remedies (including other rights of setoff) which such
Lender may have. 



SECTION 9.07. Applicable Law. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES
ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY
PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE
INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK. 



SECTION 9.08. Waivers; Amendment. (a)
No failure or delay of the Administrative Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by the Borrower therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in similar or other
circumstances. 



     (b)    
          Neither this Agreement nor any provision hereof may be waived, amended or
          modified except pursuant to an agreement or agreements in writing entered into
          by the Borrower and the Required Lenders; provided, however, that no such
          agreement shall (i) decrease the principal amount of, or extend the
          maturity of or any scheduled principal payment date or date for the payment of
          any interest on any Loan or any date for reimbursement of an L/C Disbursement,
          or waive or excuse any such payment or any part thereof, or decrease the rate of
          interest on any Loan or L/C Disbursement, without the prior written consent of
          each Lender affected thereby, (ii) increase or extend the Commitment
          or decrease or extend the date for payment of any Fees of any Lender without the
          prior written consent of such Lender, (iii) amend or modify the pro
          rata requirements of Section 2.16, the provisions of Section 9.04(j), the
          provisions of this Section or the definition of the term “Required
          Lenders”, without the prior written consent of each Lender or (iv) modify
          the protections afforded to an SPC pursuant to the provisions of Section 9.04(i)
          without the written consent of such SPC; provided further that no such agreement
          shall amend, modify or otherwise affect the rights or duties of the
          Administrative Agent or the Issuing Bank hereunder without the prior written
          consent of the Administrative Agent or the Issuing Bank. 



SECTION 9.09. Interest Rate
Limitation. Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan or participation in any L/C Disbursement, together with all
fees, charges and other amounts which are treated as interest on such Loan or
participation in such L/C Disbursement under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding
such Loan or participation in accordance with applicable law, the rate of interest payable
in respect of such Loan or participation hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan or participation
but were not payable as a result of the operation of this Section 9.09 shall be
cumulated and the interest and Charges payable to such Lender in respect of other Loans or
participations or periods shall be increased (but not above the Maximum Rate therefor)
until such cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender. 



SECTION 9.10. Entire Agreement. This
Agreement and the Fee Letter dated December 1, 2004, between the Borrower and Credit
Suisse First Boston, constitute the entire contract between the parties relative to the
subject matter hereof. Any other previous agreement among the parties with respect to the
subject matter hereof is superseded by this Agreement. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person (other than the parties
hereto, their respective successors and assigns permitted hereunder (including any
Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any rights, remedies, obligations or liabilities under
or by reason of this Agreement. 



SECTION 9.11. WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11. 



SECTION 9.12. Severability. In the
event any one or more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall not in any
way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions. 



SECTION 9.13. Counterparts. This
Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract, and shall become effective as provided in
Section 9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement. 



SECTION 9.14. Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be
taken into consideration in interpreting, this Agreement. 



SECTION 9.15. Jurisdiction; Consent
to Service of Process. (a) The Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Administrative
Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding
relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction. 



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



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



SECTION 9.16. Confidentiality. Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its and its Affiliates’ officers, directors, employees and
agents, including accountants, legal counsel and other advisors who need to know such
Information in connection with its role as Administrative Agent, Issuing Bank or Lender
(as the case may be) hereunder (it being understood that the persons to whom such
disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority or quasi-regulatory authority (such as the National Association of
Insurance Commissioners) (provided that, to the extent permitted by applicable law and
practicable under the circumstances, such person will first inform the Borrower of any
such request), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process (provided that, to the extent permitted by applicable
law, such person will promptly notify the Borrower of such requirement as far in advance
of its disclosure as is practicable to enable the Borrower to seek a protective order and,
to the extent practicable, such person will cooperate with the Borrower in seeking any
such order), (d) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to the enforcement of its rights hereunder, (e) subject
to an agreement containing provisions substantially the same as those of this
Section 9.16, to (i) any actual or prospective assignee of or participant in any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any credit default swap or similar credit derivative
transaction relating to the obligations of the Borrower under this Agreement,
(f) with the consent of the Borrower or (g) to the extent such Information
becomes publicly available other than as a result of a breach of this Section 9.16.
For the purposes of this Section, “Information” shall mean all information
received from the Borrower and related to the Borrower or its business, other than any
such information that was available to the Administrative Agent, the Issuing Bank or any
Lender on a nonconfidential basis prior to its disclosure by the Borrower. Each of the
Administrative Agent, the Issuing Bank and the Lenders agrees that, except as expressly
provided in this Section 9.16, it will use Information only in connection with its role as
Administrative Agent, Issuing Bank or Lender (as the case may be) hereunder. 



SECTION 9.17. Termination of Existing
Credit Agreements. The Borrower and each of the Lenders that is also a Lender (as defined
in an Existing Credit Agreement) party to an Existing Credit Agreement that has not, by
its terms, terminated on or prior to the Closing Date agree that the Commitments (as
defined in such Existing Credit Agreement) shall be terminated in their entirety on the
Closing Date in accordance with the terms thereof, subject only to this Section 9.17. Each
of such Lenders waives (a) any requirement of notice of such termination pursuant to such
Existing Credit Agreement and (b) any claim to any facility fees under such Existing
Credit Agreement for any day on or after the Closing Date. The Borrower (i) represents and
warrants that (x) after giving effect to the preceding sentences of this Section 9.17, the
commitments under such Existing Credit Agreement will be terminated effective not later
than the Closing Date and (y) no loans will be, as of the Closing Date, outstanding under
such Existing Credit Agreement and (ii) covenants that all accrued and unpaid facility
fees and other amounts due and payable under such Existing Credit Agreement shall have
been paid on or prior to the Closing Date. 



SECTION 9.18. USA Patriot Act Notice.
Each Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it
is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act. 









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



                                                     LABORATORY CORPORATION OF
                                                     AMERICA HOLDINGS,
                                                          by

                                                               ---------------------------------------------
                                                               ---------------------------------------------
                                                               Name:
                                                               Title:


                                                     CREDIT SUISSE FIRST BOSTON, acting through to the
                                                     Cayman Islands branch,
                                                          by:
                                                               ---------------------------------------------
                                                               Name:
                                                               Title:

                                                          by:
                                                               ---------------------------------------------
                                                               Name:
                                                               Title:










[[NYCORP:2458875v7:4471C:01/10/05--09:29 p]]
                                                     SIGNATURE  PAGE TO LABORATORY  CORPORATION OF AMERICA
                                                     HOLDINGS  CREDIT  AGREEMENT  DATED AS OF THE DATE AND
                                                     YEAR FIRST WRITTEN ABOVE



[[NYCORP:2458875v7:4471C:01/10/05--09:29 p]]




                                                     NAME OF LENDER:

                                                                          by
                                                                              Name:
                                                                              Title: