Exhibit 10.1


EXECUTION VERSION




 





FIVE-YEAR COMPETITIVE ADVANCE AND


REVOLVING CREDIT FACILITY AGREEMENT


Dated as of October 19, 2005,


as amended and restated as of June 1, 2007,


among


JANUS CAPITAL GROUP INC.,


THE LENDERS PARTY HERETO,


JPMORGAN CHASE BANK, N.A. as Syndication Agent,


and


CITIBANK, N.A.,


as Administrative Agent and Swingline Lender






CITIGROUP GLOBAL MARKETS INC., as Co-Arranger and
Co-Book Manager


J.P. MORGAN SECURITIES INC., as Co-Arranger and Co-Book Manager




 



















 2


TABLE OF CONTENTS


	
  

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION
  1.01.  Defined Terms

  	
  1

  
	
  SECTION
  1.02.  Terms Generally

  	
  18

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE CREDITS

  	
   

  
	
   

  	
   

  
	
  SECTION
  2.01.  Commitments

  	
  18

  
	
  SECTION
  2.02.  Loans

  	
  19

  
	
  SECTION
  2.03.  Competitive Bid Procedure

  	
  20

  
	
  SECTION
  2.04.  Standby Borrowing Procedure

  	
  22

  
	
  SECTION
  2.05.  Swingline Loans

  	
  23

  
	
  SECTION
  2.06.  Interest Elections

  	
  24

  
	
  SECTION
  2.07.  Fees

  	
  25

  
	
  SECTION
  2.08.  Repayment of Loans; Evidence of
  Debt

  	
  26

  
	
  SECTION
  2.09.  Interest on Loans

  	
  27

  
	
  SECTION
  2.10.  Default Interest

  	
  28

  
	
  SECTION
  2.11.  Alternate Rate of Interest

  	
  28

  
	
  SECTION
  2.12.  Termination, Reduction and
  Increase of Commitments

  	
  29

  
	
  SECTION
  2.13.  Extension of Maturity Date

  	
  30

  
	
  SECTION
  2.14.  Prepayment

  	
  31

  
	
  SECTION
  2.15.  Reserve Requirements; Change in
  Circumstances

  	
  31

  
	
  SECTION
  2.16.  Change in Legality

  	
  33

  
	
  SECTION
  2.17.  Indemnity

  	
  33

  
	
  SECTION
  2.18.  Pro Rata Treatment

  	
  34

  
	
  SECTION
  2.19.  Sharing of Setoffs

  	
  34

  
	
  SECTION
  2.20.  Payments

  	
  35

  
	
  SECTION
  2.21.  Taxes

  	
  35

  
	
  SECTION
  2.22.  Termination or Assignment of
  Commitments Under Certain Circumstances

  	
  38

  
	
  SECTION
  2.23.  Lending Offices and Lender
  Certificates; Survival of Indemnity

  	
  38

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  
	
  SECTION
  3.01.  Corporate Existence and Standing

  	
  39

  
	
  SECTION
  3.02.  Authorization and Validity

  	
  39

  



 










 3



 


	
  SECTION 3.03.  No Conflict; Governmental Consent

  	
  39

  
	
  SECTION 3.04.  Compliance
  with Laws; Environmental and Safety Matters

  	
  39

  
	
  SECTION 3.05.  Financial
  Statements

  	
  40

  
	
  SECTION
  3.06.  No Material Adverse Change

  	
  40

  
	
  SECTION
  3.07.  Subsidiaries

  	
  41

  
	
  SECTION
  3.08.  Litigation; Contingent
  Obligations

  	
  41

  
	
  SECTION
  3.09.  Material Agreements

  	
  41

  
	
  SECTION
  3.10.  Regulation U

  	
  41

  
	
  SECTION
  3.11.  Investment Company Act

  	
  41

  
	
  SECTION
  3.12.  Use of Proceeds

  	
  41

  
	
  SECTION
  3.13.  Taxes

  	
  41

  
	
  SECTION
  3.14.  Accuracy of Information

  	
  42

  
	
  SECTION
  3.15.  No Undisclosed Dividend
  Restrictions

  	
  42

  
	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  CONDITIONS

  	
   

  
	
   

  	
   

  
	
  SECTION
  4.01.  All Borrowings

  	
  42

  
	
  SECTION
  4.02.  Conditions Precedent to Effectiveness

  	
  42

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  AFFIRMATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION
  5.01.  Conduct of Business; Maintenance
  of Ownership of Subsidiaries and Maintenance of Properties

  	
  44

  
	
  SECTION
  5.02.  Insurance

  	
  44

  
	
  SECTION
  5.03.  Compliance with Laws and Payment
  of Material Obligations and Taxes

  	
  44

  
	
  SECTION
  5.04.  Financial Statements, Reports,
  etc

  	
  45

  
	
  SECTION
  5.05.  Other Notices

  	
  46

  
	
  SECTION
  5.06.  Books and Records; Access to
  Properties and Inspections

  	
  46

  
	
  SECTION
  5.07.  Use of Proceeds

  	
  47

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  NEGATIVE COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION
  6.01.  Indebtedness of Subsidiaries

  	
  47

  
	
  SECTION
  6.02.  Liens

  	
  48

  
	
  SECTION
  6.03.  Sale and Lease-Back Transactions

  	
  49

  
	
  SECTION
  6.04.  Mergers, Consolidations and
  Transfers of Assets

  	
  50

  
	
  SECTION
  6.05.  Transactions with Affiliates

  	
  50

  
	
  SECTION
  6.06.  Certain Other Agreements

  	
  50

  
	
  SECTION
  6.07.  Certain Financial Covenants

  	
  51

  
	
  SECTION
  6.08.  Margin Stock

  	
  51

  
	
  SECTION
  6.09.  Limitation on Investments in
  Capital Group Partners

  	
  51

  



 










 4



 


	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  THE AGENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION
  9.01.  Notices

  	
  57

  
	
  SECTION
  9.02.  Survival of Agreement

  	
  57

  
	
  SECTION
  9.03.  Effectiveness; Binding Effect

  	
  57

  
	
  SECTION
  9.04.  Successors and Assigns

  	
  58

  
	
  SECTION
  9.05.  Expenses; Indemnity

  	
  61

  
	
  SECTION
  9.06.  Right of Setoff

  	
  62

  
	
  SECTION
  9.07.  Applicable Law

  	
  63

  
	
  SECTION
  9.08.  Waivers; Amendment

  	
  63

  
	
  SECTION
  9.09.  Interest Rate Limitation

  	
  64

  
	
  SECTION
  9.10.  Entire Agreement

  	
  64

  
	
  SECTION
  9.11.  Waiver of Jury Trial

  	
  64

  
	
  SECTION
  9.12.  Severability

  	
  64

  
	
  SECTION
  9.13.  Counterparts

  	
  65

  
	
  SECTION
  9.14.  Headings

  	
  65

  
	
  SECTION
  9.15.  Jurisdiction; Consent to Service
  of Process

  	
  65

  
	
  SECTION
  9.16.  Confidentiality; Material
  Non-Public Information

  	
  65

  
	
  SECTION
  9.17.  Electronic Communications

  	
  66

  
	
  SECTION
  9.18.  Patriot Act

  	
  67

  
	
  SECTION
  9.19.  No Fiduciary Relationship

  	
  68

  



 










 5



 


	
  Schedule 2.01

  	
  Commitments

  	
   

  
	
  Schedule 3.07

  	
  Subsidiaries

  	
   

  
	
  Schedule 3.08

  	
  Litigation

  	
   

  
	
  Schedule 3.15

  	
  Dividend Restrictions

  	
   

  
	
  Schedule 6.01

  	
  Existing Indebtedness

  	
   

  
	
  Schedule 6.02

  	
  Liens

  	
   

  
	
  Schedule 6.03

  	
  Sale – Leaseback Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Competitive Bid Request

  	
   

  
	
  Exhibit A-2

  	
  Form of Notice of Competitive Bid Request

  	
   

  
	
  Exhibit A-3

  	
  Form of Competitive Bid

  	
   

  
	
  Exhibit A-4

  	
  Form of Competitive Bid Accept/Reject Letter

  	
   

  
	
  Exhibit A-5

  	
  Form of Standby Borrowing Request

  	
   

  
	
  Exhibit B

  	
  Form of Assignment and Acceptance

  	
   

  
	
  Exhibit C-1

  	
  Form of Opinion of Skadden, Arps, Slate, Meagher
  & Flom LLP

  	
   

  
	
  Exhibit C-2

  	
  Form of Opinion of Assistant General Counsel of the
  Borrower

  	
   

  
	
  Exhibit D

  	
  Form of Compliance Certificate

  	
   

  
	
  Exhibit E

  	
  Form of Confidentiality Agreement

  	
   

  
	
  Exhibit F

  	
  Form of LLC Guarantee

  	
   

  
	
  Exhibit G

  	
  Form of Administrative Questionnaire

  	
   

  
	
  Exhibit H

  	
  Form of Accession Agreement

  	
   

  
	
  Exhibit I

  	
  Form of Maturity Date Extension Request

  	
   

  
				



 


















FIVE-YEAR COMPETITIVE
ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of October 19, 2005,
as amended and restated as of June 1, 2007 (as it may be amended,
supplemented or otherwise modified from time to time, the “Agreement”),
among JANUS CAPITAL GROUP INC., a Delaware corporation (the “Borrower”);
the lenders party hereto (the “Lenders”); CITIBANK, N.A., as
administrative agent for the Lenders (in such capacity, the “Agent”) and
as swingline lender (in such capacity, the “Swingline Lender”); and
JPMORGAN CHASE BANK, N.A., as syndication agent for the Lenders (the “Syndication
Agent”).


On October 19, 2005, the Borrower, certain
Lenders, Citibank, N.A., as administrative agent and swingline lender, and
JPMorgan Chase Bank, N.A., as syndication agent, entered into a credit
agreement (the “Existing Credit Agreement”) pursuant to which the
lenders party thereto agreed to extend credit to the Borrower.


The Borrower has requested that the Lenders amend and
restate the Existing Credit Agreement in the form hereof and agree, on the
terms set forth herein, to extend credit in order to enable it to borrow on a
standby revolving credit basis on and after the date hereof and at any time and
from time to time prior to the Maturity Date (such term and each other capitalized
term used but not otherwise defined herein having the meaning assigned to it in
Article I) a principal amount not in excess of $350,000,000 at any time
outstanding.  The Borrower has also
requested the Lenders to provide a procedure pursuant to which the Lenders may
be invited to bid on an uncommitted basis on short-term borrowings by the
Borrower.


The proceeds of borrowings hereunder are to be used
for working capital and general corporate purposes including, without
limitation, (a) to repurchase outstanding shares of capital stock of the
Borrower or its subsidiaries, (b) to finance non-hostile acquisitions by
the Borrower and (c) to repay maturing commercial paper or repay debt.


The Lenders are willing to extend credit to the
Borrower on the terms and subject to the conditions herein set forth.  Accordingly, the Borrower, the Lenders and
the Agent agree to amend and restate the Existing Credit Agreement in the form
hereof and on the terms set forth herein:


ARTICLE I




DEFINITIONS


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


“ABR Borrowing” shall mean a Borrowing
comprised of ABR Loans.










 2



“ABR Loan” shall mean any Standby Loan bearing
interest at a rate determined by reference to the Alternate Base Rate in
accordance with the provisions of Article II.


“Accession Agreement” means an Accession
Agreement in the form of Exhibit H among an Increasing Lender, the Borrower and
the Agent.


“Adjusted LIBO Rate” shall mean, with respect to
any Eurodollar Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the product of
(a) the LIBO Rate in effect for such Interest Period and
(b) Statutory Reserves.


“Administrative Questionnaire” shall mean an
Administrative Questionnaire supplied by the Agent in the form of Exhibit G.


“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 and in any case shall include, when used with respect
to the Borrower or any Subsidiary, any joint venture in which the Borrower or
such Subsidiary holds an equity interest.


“Agent’s Fees” shall have the meaning assigned
to such term in Section 2.07(c).


“Agreement” shall have the meaning assigned to
such term in the preamble hereto.


“Alternate Base Rate” shall mean, for any day,
a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal
to the greatest of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%.  For purposes hereof, “Prime Rate”
shall mean the rate of interest per annum publicly announced from time to time
by the Agent as its prime rate in effect at its principal office in New York
City; the Prime Rate is not intended to be the lowest rate of interest charged
by the Agent in connection with extensions of credit to debtors; each change in
the Prime Rate shall be effective on the date such change is publicly announced
as effective.  “Federal Funds Effective
Rate” shall mean, for any day, the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for the day
of such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.  If
for any reason the Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate for any reason, including the inability or failure of the
Agent to obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base Rate shall be determined without regard to clause (b) of
the first sentence of this definition until the circumstances giving rise to
such inability no longer










 3



exist.  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 Rate” shall mean, for any day, with
respect to any Eurodollar Standby Loan, or with respect to the Facility Fee or
Utilization Fee payable hereunder, the applicable rate per annum set forth
below under the caption “Eurodollar Spread”, “Facility Fee Rate” or “Utilization
Fee Rate”, as the case may be, based upon the ratings by Moody’s and S&P,
respectively, applicable on such day to the Index Debt:


	
  Index Debt Ratings:

  	
   

  	
  Eurodollar Spread

  	
   

  	
  Facility Fee Rate

  	
   

  	
  Utilization Fee Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 1

  BBB+/Baa1 or higher

  	
   

  	
  .260%

  	
   

  	
  .090%

  	
   

  	
  .100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 2

  BBB/Baa2

  	
   

  	
  .350%

  	
   

  	
  .100%

  	
   

  	
  .100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 3

  BBB-/Baa3

  	
   

  	
  .425%

  	
   

  	
  .125%

  	
   

  	
  .100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 4

  BB+/Ba1

  	
   

  	
  .575%

  	
   

  	
  .175%

  	
   

  	
  .125%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Category 5

  lower than BB+/Ba1 or unrated

  	
   

  	
  .875%

  	
   

  	
  .250%

  	
   

  	
  .125%

  	
   

  



 


For purposes of the foregoing, (i) if either Moody’s
or 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 such rating agency shall be deemed to have established a
rating in Category 5; (ii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall fall within
different Categories, the Applicable Rate shall be based on the higher of the
two ratings unless one of the two ratings is two or more Categories above the
other, in which case the Applicable Rate shall be determined by reference to
the Category one level above the Category corresponding to the lower rating;
and (iii) if the ratings established or deemed to have been established by
Moody’s and S&P for the Index Debt shall be changed (other than as a result
of a change in the rating system of Moody’s or S&P), such change shall be
effective as of the date on which it is first announced by the applicable
rating agency, irrespective of when notice of such change shall have been
furnished by the Borrower to the Agent and the Lenders.  Each change in the Applicable Rate 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 Moody’s
or S&P shall change, or if either such rating agency 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 unavailability of ratings from such rating agency and,
pending the effectiveness of any such amendment, the Applicable Rate










 4



shall be determined by reference to the rating of the
other rating agency (or, if the circumstances referred to in this sentence
shall affect both rating agencies, the ratings most recently in effect prior to
such changes or cessations).


“Assignment and Acceptance” shall mean an
assignment and acceptance entered into by a Lender and an assignee, and
accepted by the Agent, in the form of Exhibit B.


“Attributable Debt” shall mean, in connection
with a Sale and Leaseback Transaction, the present value (discounted in
accordance with GAAP at the debt rate implied in the lease) of the obligations
of the lessee for rental payments during the term of the Lease month most
recently ended prior to such date and in the same manner described herein.


“B Share Fees” shall mean (a) the
contingent deferred sales charges payable to the Borrower by an investor in a
load fund offered by the Borrower upon any redemption by such investor prior to
a certain number of years after such investor’s investment in such fund and (b)
the distribution fees payable by an investor in a load fund offered by the
Borrower, in each case payable at the times and in the amounts described in the
Janus Capital Funds plc prospectus dated September 29, 2006 and the Janus
Selection prospectus dated September 29, 2006, in each case as amended
from time to time, or the prospectus for any other substantially similar fund.


“B Share Purchaser” shall mean either a Finance
Subsidiary or a financial institution or trust that purchases B Share Fees in
connection with a Permitted B Share True Sale Transaction.


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


“Borrower” shall have the meaning assigned to
such term in the preamble to this Agreement.


“Borrowing” shall mean (a) a group of Loans of
a single Type made by the Lenders (or, in the case of a Competitive Borrowing,
by the Lender or Lenders whose Competitive Bids have been accepted pursuant to
Section 2.03) on a single date and as to which a single Interest Period is
in effect or (b) a Swingline Loan.


“Business Day” shall mean any day (other than a
day which is a Saturday, Sunday or legal holiday in the State of New York) on
which banks are open for business in New York City; 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 Group Partners” shall mean Capital
Group Partners, Inc., a wholly owned subsidiary of the Borrower.










 5



“Capitalized Lease Obligations” of any person
shall mean the obligations of such person under any lease that would be
capitalized on a balance sheet of such person prepared in accordance with GAAP,
and the amount of such obligations at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.


“CERCLA” shall mean the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986.


A “Change in Control” shall be deemed to have
occurred if (i) at any time, less than 66 2/3% of the members of the board
of directors of the Borrower shall be (A) individuals who are members of
such board on the date hereof or (B) individuals whose election, or
nomination for election by the Borrower’s stockholders, was approved by a vote
of at least 66 2/3% of the members of the board then in office who are
individuals described in this clause (B) or in the preceding clause (A) or (ii)
at any time, any person or any two or more persons acting as a partnership,
limited partnership, syndicate, or other group for the purpose of acquiring,
holding or disposing of securities of the Borrower, shall become, according to
public announcement or filing, the “beneficial owner” (as defined in
Rule 13d-3 issued under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of securities of the Borrower representing
30% or more (calculated in accordance with such Rule 13d-3) of
the combined voting power of the Borrower’s then outstanding voting securities.


“Charges” shall have the meaning assigned to
such term in Section 9.09.


“Citibank” shall mean Citibank, N.A.


“Citigroup Parties” shall have the meaning
assigned to such term in Section 9.17(e).


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


“Commitment” shall mean, with respect to each
Lender, the commitment of such Lender to make Standby Loans and to acquire
participations in Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced or increased from time to
time pursuant to Section 2.12 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as
applicable.  As of the date hereof, the
aggregate amount of the Lenders’ Commitments is $350,000,000.


“Communications” shall have the meaning
assigned to such term in Section 9.17(a).










 6



“Competitive Bid” shall mean an offer by a
Lender to make a Competitive Loan pursuant to Section 2.03.


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


“Competitive Bid Rate” shall mean, as to any
Competitive Bid made by a Lender pursuant to Section 2.03(b), (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 pursuant to Section 2.03 in the form of Exhibit A-1.


“Competitive Borrowing” shall mean a borrowing
consisting of a Competitive Loan or concurrent Competitive Loans from a 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 Memorandum” shall mean the
Confidential Information Memorandum of the Borrower dated May 2007.


“Consenting Lender” shall have the meaning
assigned to such term in Section 2.13.


“Consolidated Adjusted Net Worth” shall mean,
on any date, the stockholders’ equity of the Borrower and the Consolidated
Subsidiaries on such date, computed and consolidated in accordance with GAAP,
minus “accumulated other comprehensive income” as shown on the Borrower’s
consolidated balance sheet under stockholders’ equity.


“Consolidated EBITDA” shall mean, for any
period, the sum for such period of (a) Consolidated Net Income,
(b) Consolidated Interest Expense, (c) provision for taxes for the
Borrower and the Consolidated Subsidiaries, (d) any amount which in the
determination of Consolidated Net Income has been deducted for depreciation
expense or amortization expense and (e) to the extent not included in clause
(d), writeoffs of goodwill (excess of purchase cost over net assets acquired),
in each case determined in accordance with GAAP.


“Consolidated Interest Expense” shall mean, for
any period, total interest expense of the Borrower and the Consolidated
Subsidiaries on a consolidated basis for such period, determined in accordance
with GAAP, including (i) the amortization of debt discounts to the extent
included in interest expense in accordance with GAAP, (ii) the
amortization of all fees (including fees with respect to interest rate
protection agreements










 7



or other interest rate
hedging arrangements) payable in connection with the incurrence of Indebtedness
to the extent included in interest expense in accordance with GAAP and
(iii) the portion of any rents payable under capital leases allocable to
interest expense in accordance with GAAP.


“Consolidated Net Income” shall mean, for any
period, the net income of the Borrower and the Consolidated Subsidiaries on a
consolidated basis for such period, determined in accordance with GAAP, but
without giving effect to (a) any extraordinary gains, (b) any gains during such
period relating to the sale, transfer or other disposition of any assets of the
Borrower or any subsidiary (other than in the ordinary course of business), (c)
any costs, expenses or losses incurred during such period (which for each
annual period commencing on the date hereof or any anniversary thereof shall
not exceed $200,000,000, and in the aggregate for all such periods shall not
exceed $600,000,000) consisting of or relating or attributable to (i) the sale,
transfer or other disposition, in whole or in part, of any subsidiary or
Affiliate of the Borrower or the Consolidated Subsidiaries , (ii) any exchange,
repayment, prepayment, purchase or redemption by the Borrower or any Subsidiary
of the outstanding Indebtedness of the Borrower, and (iii) any fines,
penalties, damages, or restitution or other settlement payments related to
regulatory investigations into trading practices in the mutual fund industry,
and (d) any costs, expenses or losses incurred during such period
consisting of or relating or attributable to (i) non-cash
write-downs of goodwill and intangible assets and (ii) any non-cash
amortization of long term incentive compensation.


“Consolidated Subsidiary” shall mean each
Subsidiary the financial statements of which shall be required to be
consolidated with the financial statements of the Borrower in accordance with
GAAP.


“Consolidated Total Assets” shall mean at any
date the total assets of the Borrower and the Consolidated Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP.


“Consolidated Total Indebtedness” shall mean at
any date all Indebtedness of the Borrower and the Consolidated Subsidiaries at
such date, determined on a consolidated basis in accordance with GAAP.


“Continuing Lenders” shall mean the Lenders
under and as defined in the Existing Credit Agreement that continue to be
Lenders hereunder immediately after the Restatement Effective Date.


“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 “Controlling” and “Controlled” shall have meanings
correlative thereto.


“Controlled Group” shall mean all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single










 8



employer under
Section 414(b) or 414(c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, are treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code.


“Declining Lender” shall have the meaning
assigned to such term in Section 2.13.


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


“Departing Lenders” shall mean the Lenders
under and as defined in the Existing Credit Agreement that shall cease to be
Lenders hereunder concurrently with the Restatement Effective Date.


“Disclosed Matter” shall mean the existence or
occurrence of any matter which has been disclosed by the Borrower (i) on
Schedule 3.08 hereto, (ii) in any filing on Form 10-K, 10-Q or 8-K made with
the Securities and Exchange Commission prior to the Restatement Effective Date
or (iii) in the Confidential Memorandum; provided, that no matter shall
constitute a “Disclosed Matter” to the extent it shall prove to be, or shall
become, materially more adverse to the Borrower and the Subsidiaries taken as a
whole or to the Lenders than it would have reasonably appeared to be on the
basis of the disclosure contained in any of the documents referred to above in
this definition.


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


“Eligible Assignee” shall mean (a) a
Lender, (b) an Affiliate of a Lender, or (c) any other Person
approved by (i) the Agent, (ii) unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with Section 9.04, the Borrower and (iii) in the case of an assignment of
all or a portion of a Commitment or any Lender’s obligations in respect of its
Swingline Exposure, the Swingline Lender, such approval by the Agent, the
Borrower and the Swingline Lender, as applicable, not to be unreasonably
withheld or delayed; provided, however, that none of (1) the
Borrower, (2) any Affiliate of the Borrower or (3) an investment
manager, an investment company or any similar entity shall qualify as an
Eligible Assignee.


“Enhanced Investment Technologies, LLC” shall
mean Enhanced Investment Technologies, LLC, a Delaware limited liability
company and Subsidiary of the Borrower.


“Environmental Lien” shall mean a Lien in favor
of any governmental entity for (a) any liability under Federal or state
environmental laws or regulations (including, without limitation, RCRA and
CERCLA) or (b) damages arising from costs incurred by such governmental
entity in response to a release of a hazardous or toxic waste, substance or
constituent, or other substance into the environment.


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










 9



“Eurodollar Borrowing” shall mean a Borrowing
comprised of Eurodollar Loans.


“Eurodollar Competitive Borrowing” shall mean a
Borrowing comprised of Eurodollar Competitive Loans.


“Eurodollar Competitive Loan” shall mean any
Competitive Loan bearing interest at a rate determined by reference to the LIBO
Rate in accordance with the provisions of Article II.


“Eurodollar Loan” shall mean any Eurodollar
Competitive Loan or Eurodollar Standby Loan.


“Eurodollar Standby Borrowing” shall mean a
Borrowing comprised of Eurodollar Standby Loans.


“Eurodollar Standby Loan” shall mean any
Standby Loan bearing interest at a rate determined by reference to the Adjusted
LIBO Rate in accordance with the provisions of Article II.


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


“Excess Margin Stock” shall mean that portion,
if any, of the Margin Stock owned by the Borrower and the Subsidiaries that
must be excluded from the restrictions imposed by Section 6.02 and Section 6.04
in order for the value (determined in accordance with Regulation U) of the
Margin Stock subject to such Sections to account for less than 25% of the
aggregate value (as so determined) of all assets subject to such Sections.


“Existing Credit Agreement” shall have the
meaning assigned to such term in the preamble to this Agreement.


“Existing Maturity Date” shall have the meaning
assigned to such term in Section 2.13.


“Facility Fee” shall have the meaning assigned
to such term in Section 2.07(a).


“Fee Letter” shall mean the letter agreement
dated as of May 14, 2007, among the Borrower, the Agent and Citigroup
Global Markets Inc.


“Fees” shall mean the Facility Fee, the
Utilization Fee and the Agent’s Fees.


“Finance Subsidiary” shall mean a special
purpose subsidiary engaged solely in purchasing, owning and financing
receivables as part of a Permitted B Share True Sale Transaction.










 10



“Financial Officer” of any corporation shall
mean the chief financial officer, principal accounting officer, vice-president-finance,
treasurer, assistant treasurer or controller of such corporation.


“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.


“GAAP” shall mean U.S. 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(h).


“Guarantee” of a person shall mean any
agreement by which such person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes
liable upon, the obligation of any other person, or agrees to maintain the net
worth or working capital or other financial condition of any other person or
otherwise assures any creditor of such other person against loss, including,
without limitation, any comfort letter, operating agreement or take-or-pay
contract, and shall include, without limitation, the contingent liability of
such person in connection with any application for a Letter of Credit.  The term “Guarantee” used as a verb has a
corresponding meaning.


“Increasing Lender” shall have the meaning
assigned to such term in Section 2.12(d).


“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, acceptances, equipment trust certificates or similar instruments, (c) all
obligations of such person issued or assumed as the deferred purchase price of
property or services other than accounts payable arising in the ordinary course
of such person’s business on terms customary in the trade, (d) all
obligations of such person, whether or not assumed, secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien or payable out of the proceeds or production from
property owned or acquired by such person, (e) all Capitalized Lease
Obligations of such person, (f) all Guarantees by such person of
Indebtedness of others and (g) any other obligations or securities which
such person is directly or indirectly obligated to repay, redeem, retire, extinguish
or repurchase on or prior to the Maturity Date (i) at a fixed or
determinable date, whether by operation of a sinking fund or otherwise,
(ii) at the option of any person other than the issuer thereof or
(iii) upon the occurrence of a condition not solely within the control of
the










 11



issuer thereof or obligor
thereon, such as a redemption out of future earnings.  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.


“Indemnitee” shall have the meaning assigned to
such term in Section 9.05(b).


“Index Debt” shall mean senior, unsecured,
long-term indebtedness for borrowed money of the Borrower that is not
guaranteed by any other Person or subject to any other credit enhancement.


“Interest Coverage Ratio” shall mean for any
period of four consecutive fiscal quarters ended on the last day of any fiscal
quarter, the ratio of (a) Consolidated EBITDA for such period to (b)
Consolidated Interest Expense for such period.


“Interest Election Request” shall have the
meaning assigned to such term in Section 2.06(b).


“Interest Payment Date” shall mean, with
respect to any Loan, the last day of the Interest Period applicable
thereto and, in the case of a Eurodollar Loan with an Interest Period of more
than three months’ duration or a Fixed Rate Loan with an Interest Period of
more than 90 days’ duration, each day that would have been an Interest
Payment Date for such Loan had successive Interest Periods of three months’
duration or 90 days’ duration, as the case may be, been applicable to such
Loan and, in addition, the date of any refinancing with a Loan of a different
Type.


“Interest Period” shall mean (a) as 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, 6
or, if available to all the Lenders, 9 or 12, months thereafter, as the
Borrower may elect, (b) as to any ABR Borrowing, the period commencing on
the date of such Borrowing and ending on the date 90 days thereafter or,
if earlier, on the Maturity Date or the date of prepayment of such Borrowing,
(c) as 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 offer to make the Fixed Rate Loans comprising such Borrowing were
extended, which shall not be later than 360 days after the date of such
Borrowing and (d) as to any Swingline Loan, the period commencing on the
date of such Swingline Loan and ending on the earlier of (x) the Maturity
Date and (y) the fifth Business Day after the date of such Swingline Loan;
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 Eurodollar Loans only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next










 12



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.


“Janus Capital Management LLC” shall mean Janus
Capital Management LLC, a Delaware limited liability company.


“Lenders” shall mean (a) the financial
institutions listed on Schedule 2.01 (other than any such financial
institution that has ceased to be a party hereto pursuant to an Assignment and
Acceptance) and (b) any financial institution that has become a party
hereto pursuant to an Assignment and Acceptance.  Unless the context clearly indicates
otherwise, the term “Lenders” shall include the Swingline Lender.


“Letter of Credit” of a person shall mean a
letter of credit or similar instrument that is issued upon the application of
such person or upon which such person is an account party or for which such
person is in any way liable.


“Leverage Ratio” shall mean, on any date, the
ratio of (a) Consolidated Total Indebtedness as of such date to
(b) Consolidated EBITDA for the period of four consecutive fiscal quarters
of the Borrower ended on such date (or, if such date is not the last day of a
fiscal quarter, on the last day of the fiscal quarter of the Borrower most
recently ended prior to such date).


“LIBO Rate” shall mean, with respect to any
Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters
“LIBOR01” screen (or on any successor or substitute page of such service, or
any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such service, as
determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. 
In the event that such rate is not available at such time for any
reason, then the “LIBO Rate” with respect to such Eurodollar Borrowings
for such Interest Period shall be the average (rounded upward to the nearest
whole multiple of 1/16 of 1% per annum, if such average is not such a multiple)
of the rate per annum at which dollar deposits are offered by the principal
office of each of the Reference Banks in London, England to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days before
the first day of such Interest Period in an amount substantially equal to the
amount that would be the Reference Banks’ respective ratable shares of such
Eurodollar Borrowing if such Eurodollar Borrowing were to be a Standby
Borrowing to be outstanding during such Interest Period and for a period equal
to 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, (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention
agreement relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.










 13



“LLC Guarantee” shall mean a Guarantee Agreement
in the form of Exhibit F hereto between Janus Capital Management LLC and the
Agent.


“Loan” shall mean a Competitive Loan or a
Standby Loan, whether made as a Eurodollar Loan, an ABR Loan, a Fixed Rate Loan
or a Swingline Loan, each as permitted hereby.


“Loan Documents” shall mean this Agreement, the
Fee Letter (and the commitment letter executed in connection therewith) and the
LLC Guarantee.


“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 given
such term under Regulation U.


“Material Adverse Effect” shall mean a material
adverse effect on (a) the business, assets, liabilities, operations,
condition (financial or otherwise) or prospects of the Borrower and the
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
any of its obligations under any Loan Document or to complete the Transactions
in any material respect or (c) the rights of or benefits available to the
Lenders under any Loan Document; provided that no Disclosed Matter shall
constitute a Material Adverse Effect.


“Maturity Date” shall mean June 1, 2012,
as such date may be extended pursuant to Section 2.13.


“Maturity Date Extension Request” means a
request by the Borrower, in the form of Exhibit I hereto or such other
form as shall be approved by the Agent, for the extension of the Maturity Date
pursuant to Section 2.13.


“Maximum Rate” shall have the meaning assigned
to such term in Section 9.09.


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


“Multiemployer Plan” shall mean a Plan that is
a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA as to
which the Borrower or any member of the Controlled Group may have any
liability.


“Multiple Employer Plan” shall mean a Plan that
is a single-employer plan which has two or more contributing sponsors at least
two of whom are not under common control or who made contributions under such
Plan during the preceding five years.










 14



“New Lending Office” shall have the meaning
assigned to such term in Section 2.21(f).


“Obligations” shall mean all unpaid principal
of and accrued and unpaid interest on the Loans, all accrued and unpaid Fees
and all other obligations of the Borrower to the Lenders or to any Lender or
the Agent arising under the Loan Documents.


“Other Taxes” shall have the meaning assigned
to such term in Section 2.21(b).


“Patriot Act” shall have the meaning assigned
to such term in Section 9.18.


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


“Permitted B Share Recourse Financing Transaction”
shall mean any pledge by the Borrower of the B Share Fees to third parties in
order to secure Indebtedness extended to the Borrower by such third parties; provided
that the Agent shall be satisfied with the structure and documentation for
such transaction and that the terms of such transaction, including the advance
rate and any termination events, shall be consistent with those prevailing in
the market at the time for similar transactions.


“Permitted B Share Transaction” shall mean a
Permitted B Share True Sale Transaction or a Permitted B Share Recourse
Financing Transaction.


“Permitted B Share True Sale Transaction” shall
mean any sale by the Borrower of B Share Fees to a B Share Purchaser in a true
sale transaction without any recourse based upon the collectibility of the B
Share Fees sold and the sale or pledge of such B Share Fees (or an interest
therein) by such B Share Purchaser, in each case without any Guarantee by, or
other recourse to, or credit support by, the Borrower or any Subsidiary (other
than to such B Share Purchaser, if it is a Finance Subsidiary) or recourse to
any assets of the Borrower or any Subsidiary; provided that the Agent
shall be satisfied with the structure and documentation for such transaction
and that the terms of such transaction, including the price at which B Share
Fees are sold to such B Share Purchaser and any termination events, shall be
consistent with those prevailing in the market at the time for similar
transactions.


“Person” shall mean any natural person,
corporation, business trust, joint venture, association, company, partnership,
limited liability company or government, or any agency or political subdivision
thereof.


“Plan” shall mean any employee pension benefit
plan that is covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code as to which the Borrower
or any member of the Controlled Group may have any liability.










 15



“Platform” shall have the meaning assigned to
such term in Section 9.17(b).


“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 that the Total
Commitment shall have expired or been terminated, the Pro Rata Percentage with
respect to any Lender shall be such Lender’s Pro Rata Percentage most recently
in effect prior to such expiration or termination of the Total Commitment,
giving effect to any subsequent assignments pursuant to Section 9.04.


“RCRA” shall mean the Resources Conservation
and Recovery Act, as the same may be amended from time to time.


“Reference Banks” shall mean Citibank, JPMorgan
Chase Bank, N.A. and Wells Fargo Bank, N.A.


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


“Regulation D” shall mean
Regulation D 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.


“Replacement Indebtedness” shall mean, in
respect of any Indebtedness (“Original Indebtedness”), Indebtedness
extending the maturity of or refunding, refinancing or replacing, in whole or
in part, such Original Indebtedness; provided that (i) the principal
amount of such Replacement Indebtedness shall not exceed the principal amount
of such Original Indebtedness; (ii) no Subsidiaries shall be liable for any
such Replacement Indebtedness that shall not have been liable for such Original
Indebtedness; (iii) if such Original Indebtedness shall have been subordinated
to the Obligations, such Replacement Indebtedness shall be subordinated to the
Obligations on terms not less favorable to the Lenders; (iv) such Replacement
Indebtedness shall not have a shorter maturity than such Original Indebtedness
or be subject to any requirement not applicable to such Original Indebtedness
that such Replacement Indebtedness be prepaid, redeemed, repurchased or
defeased on one or more scheduled dates or upon the happening of one or more
events (other than events of default or change of control events) before the
maturity of such Original Indebtedness; and (v) the incurrence of any
Replacement Indebtedness that refunds, refinances or replaces Original
Indebtedness under any revolving credit or similar facility shall be
accompanied by the termination of commitments under such facility equal in
amount to such Original Indebtedness.


“Reportable Event” shall mean any reportable
event as defined in Section 4043 of ERISA and the regulations issued under
such Section with respect to a Plan (other than a Multiemployer Plan),
excluding, however, such events as to which the PBGC by regulation or by
technical update waived the requirement of Section 4043(a) of ERISA that
it be notified within 30 days of the occurrence of such event; provided
that a










 16



failure to meet the
minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a reportable event regardless of the issuance
of any waiver in accordance with Section 412(d) of the Code.


“Required Lenders” shall mean, at any time,
Lenders in the aggregate holding more than 50% of the Total Commitment or, for
purposes of acceleration pursuant to clause (ii) of Article VII or if the Total
Commitment has been terminated, Lenders in the aggregate representing more than
50% of the sum of the Revolving Credit Exposure and the principal amount of the
outstanding Competitive Loans.


“Responsible Officer” of any corporation shall
mean any executive officer or Financial Officer of such corporation and any
other officer or similar official thereof responsible for the administration of
the obligations of such corporation in respect of this Agreement.


“Restatement Effective Date” shall mean the
date on which the conditions specified in Section 4.02 are satisfied (or
waived in accordance with Section 9.08 of this Agreement).


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


“Sale and Leaseback Transaction” shall have the
meaning assigned to such term in Section 6.03.


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


“SPC” shall have the meaning set forth in
Section 9.04(h).


“Standby Borrowing” shall mean a borrowing
consisting of simultaneous Standby Loans from each of the Lenders.


“Standby Borrowing Request” shall mean a
request made pursuant to Section 2.04 in the form of Exhibit A-5.


“Standby Loans” shall mean the revolving loans
made by the Lenders to a Borrower pursuant to Sections 2.01 and 2.04.  Each Standby Loan shall be a Eurodollar
Standby Loan or an ABR Loan.


“Statutory Reserves” shall mean a fraction
(expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board and any other banking
authority to which the Agent is subject for Eurocurrency Liabilities (as
defined in Regulation D).  Such
reserve percentages shall include any imposed pursuant to
Regulation D.  Eurodollar Loans
shall be deemed to constitute










 17



Eurocurrency Liabilities
and to be subject to such reserve requirements without benefits of or credit
for proration, exemptions or offsets. 
Statutory Reserves shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.


“subsidiary” shall mean, with respect to any
person, any corporation, partnership, limited liability company, association or
other business entity 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 or limited
liability company interests or other ownership interests are, at the time any
determination is being made, owned, controlled or held.


“Subsidiary” shall mean any direct or indirect
subsidiary of the Borrower.


“Swingline Exposure” shall mean, at any time,
the aggregate principal amount of all Swingline Loans outstanding at such
time.  The Swingline Exposure of any
Lender at any time shall equal its Pro Rata Percentage of the aggregate
Swingline Exposure at such time.


“Swingline Lender” shall mean Citibank, in its
capacity as lender of Swingline Loans hereunder, or another Lender that has
agreed to provide Swingline Loans hereunder; provided that the Borrower
shall have delivered to the Agent a written notice that it has elected to
replace Citibank as Swingline Lender (it being understood that there shall be
only one Swingline Lender hereunder at any time).


“Swingline Loan” shall mean a Loan made
pursuant to Section 2.05.


“Taxes” shall have the meaning assigned to such
term in Section 2.21.


“Total Commitment” shall mean at any time the
aggregate amount of the Lenders’ Commitments under this Agreement, as in effect
at such time.


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


“Transferee” shall have the meaning assigned to
such term in Section 2.21(a).


“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, “Rate” shall include the
Adjusted LIBO Rate, the LIBO Rate, the Alternate Base Rate and the Fixed Rate.


“Unfunded Liabilities” shall mean, on any date
of determination, (a) in the case of Multiemployer Plans and Multiple
Employer Plans, the liability of the Borrower and the Subsidiaries if they were
to incur a complete withdrawal from each such plan and (b) in the case of
all other Plans, all “unfunded benefit liabilities” as defined in
Section 4001(a)(18) of ERISA.










 18



“Utilization Fee” shall have the meaning
assigned to such term in Section 2.07(b).


“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”.  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.  All references herein
to “the date hereof” or “the date of this Agreement” shall be interpreted as
references to the date on which the Existing Credit Agreement is amended and
restated hereby.  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, for purposes of determining compliance with any covenant
set forth in Article VI, such terms shall be construed in accordance with
GAAP as in effect on the date of this Agreement applied on a basis consistent
with the application used in preparing the Borrower’s audited financial
statements referred to in Section 3.05. 
In the event that any change in GAAP materially affects any provision of
this Agreement, the parties hereto agree that, at the request of the Borrower
or the Required Lenders, they shall negotiate in good faith in order to amend
the affected provisions in such a way as will restore the parties to their
respective positions prior to such change, and, following any such request,  until such amendment becomes effective, the
Borrower’s compliance with such provisions shall be determined on the basis of
GAAP as in effect immediately before such change in GAAP became effective.


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 Standby Loans to the Borrower, at
any time and from time to time on and after the date hereof and until the
earlier of the Maturity Date and the termination of the Commitment of such
Lender, in an aggregate principal amount at any time outstanding that will not
result in (a) the Revolving Credit Exposure of any Lender exceeding such
Lender’s Commitment or (b) the sum of the Revolving Credit Exposures
plus the outstanding aggregate principal amount of all Competitive Loans
exceeding the Total Commitment. 
Within the foregoing limits, the Borrower may borrow, pay or prepay and
reborrow hereunder, on and after the date hereof and prior to the Maturity
Date, subject to the terms, conditions and limitations set forth herein.
















 19


SECTION 2.02.  Loans. 
(a)  Each Standby Loan shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their Commitments; provided, however, that the
failure of any Lender to make any Standby 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.  The Standby Loans or Competitive Loans or
Swingline Loans comprising any Borrowing shall be (i) in the case of
Competitive Loans, in an aggregate principal amount which is an integral
multiple of $1,000,000 and not less than $10,000,000, (ii) in the case of
Standby Loans, in an aggregate principal amount which is an integral multiple
of $1,000,000 and not less than (A) $5,000,000 in the case of Eurodollar
Standby Loans and (B) $1,000,000 in the case of ABR Loans (or, in each case, an
aggregate principal amount equal to the remaining balance of the available
Commitments) and (iii) in the case of Swingline Loans, in an aggregate
principal amount which is an integral multiple of $1,000,000.


(b)  Each Competitive Borrowing shall be
comprised entirely of Eurodollar Competitive Loans or Fixed Rate Loans, and
each Standby Borrowing shall be comprised entirely of Eurodollar Standby Loans
or ABR Loans, as the Borrower may request pursuant to Section 2.03 or
2.04, as applicable, and each Swingline Loan shall be comprised entirely of ABR
Loans unless otherwise agreed by the Borrower and the Swingline Lender.  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 which, if
made, would result in an aggregate of more than ten separate Standby Loans of
any Lender being outstanding hereunder at any one time.  For purposes of the foregoing, Loans having
different Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Loans.


(c)  Subject to Section 2.06,
(i) in the case of a Eurodollar Standby Borrowing or a Eurodollar
Competitive Borrowing, 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 the Agent in New York, New York, not later than
12:00 noon, New York City time, and (ii) in the case of an ABR
Borrowing or a Fixed Rate Borrowing, 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 the Agent in New York, New York, not
later than 2:00 p.m., New York City time, and the Agent shall by
3:00 p.m., New York City time, credit the amounts so received to the
general deposit account of the Borrower with the Agent or if a Borrowing shall
not occur on such date because any condition precedent herein specified shall
not have been met, promptly return the amounts so received to the respective
Lenders; provided that Swingline Loans shall be made as provided in
Section 2.05.  Competitive Loans shall be
made by the Lender or Lenders whose Competitive Bids therefor are accepted
pursuant to










 20



Section 2.03
in the amounts so accepted and Standby Loans shall be made by the Lenders pro
rata in accordance with Section 2.18. 
The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments and Competitive Bids of the Lenders are several and no
Lender shall be responsible for any other Lender’s failure to make Loans as
required.  Unless the Agent shall have
received notice from a Lender prior to the date of any Borrowing that such
Lender will not make available to the Agent such Lender’s portion of such
Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Borrowing in accordance with this
paragraph (c) and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If and to the extent that such Lender shall
not have made such portion available to the Agent, such Lender and the Borrower
severally agree to repay to the 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
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, the Federal Funds Effective Rate. 
If such Lender shall repay to the Agent such corresponding amount, such
amount shall constitute such Lender’s Loan as part of such Borrowing for
purposes of this Agreement.


(d)  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.


SECTION 2.03.  Competitive Bid Procedure.  (a)  In
order to request Competitive Bids, the Borrower shall hand deliver or telecopy
to the Agent a duly completed Competitive Bid Request in the form of
Exhibit A-1 hereto, to be received by the Agent (i) in the case
of a Eurodollar Competitive Borrowing, not later than 1:00 p.m., New York
City time, four Business Days before a proposed Competitive Borrowing and
(ii) in the case of a Fixed Rate Borrowing, not later than 1:00 p.m.,
New York City time, one Business Day before a proposed Competitive
Borrowing.  No ABR Loan shall be
requested in, or made pursuant to, a Competitive Bid Request.  A Competitive Bid Request that does not
conform substantially to the format of Exhibit A-1 may be rejected
in the Agent’s sole discretion, and the Agent shall promptly notify the
Borrower of such rejection by telecopier. 
Such request shall in each case refer to this Agreement and specify
(x) whether the Borrowing then being requested is to be a Eurodollar
Borrowing or a Fixed Rate Borrowing, (y) the date of such Borrowing (which
shall be a Business Day) and the aggregate principal amount thereof which shall
be in a minimum principal amount of $10,000,000 and in an integral multiple of
$1,000,000, and (z) 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 as aforesaid, the Agent shall invite by telecopier (in the form set
forth in Exhibit A-2 hereto) the Lenders to bid, on the terms and
conditions of this Agreement, to make Competitive Loans pursuant to the
Competitive Bid Request.  Competitive
Borrowings may not be made in an aggregate principal amount outstanding at any
time greater than the Total Commitment minus the Revolving Credit Exposures at
such time.










 21



(b)  Each Lender may, in its sole
discretion, 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 Agent via telecopier, in the form of
Exhibit A-3 hereto, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 11:30 a.m., New York City time, three Business
Days before a proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Borrowing, not later than 11:30 a.m., New York City time, on
the day of a proposed Competitive Borrowing. 
Multiple bids will be accepted by the Agent.  Competitive Bids that do not conform
substantially to the format of Exhibit A-3 may be rejected by the
Agent after conferring with, and upon the instruction of, the Borrower, and the
Agent shall notify the Lender making such nonconforming bid of such rejection
as soon as practicable.  Each Competitive
Bid shall refer to this Agreement and specify (x) the principal amount
(which shall be in a minimum principal amount of $10,000,000 and in 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 to the Borrower, (y) the
Competitive Bid Rate or Rates at which the Lender is prepared to make the
Competitive Loan or Loans and (z) the Interest Period and the last day thereof.  If any Lender shall elect not to make a
Competitive Bid, such Lender shall so notify the Agent via telecopier
(I) in the case of Eurodollar Competitive Loans, not later than
11:30 a.m., New York City time, three Business Days before a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later than
11:30 a.m., New York City time, on the day of a proposed Competitive
Borrowing; provided, however, that failure by any Lender to give
such notice shall not cause such Lender to be obligated to make any Competitive
Loan as part of such Competitive Borrowing. 
A Competitive Bid submitted by a Lender pursuant to this
paragraph (b) shall be irrevocable.


(c)  The Agent shall promptly notify the
Borrower by telecopier of all the Competitive Bids made, the Competitive Bid
Rate and the principal amount of each Competitive Loan in respect of which a
Competitive Bid was made and the identity of the Lender that made each
bid.  The Agent shall send a copy of all
Competitive Bids to the Borrower for its records as soon as practicable after
completion of the bidding process set forth in this Section.


(d)  The Borrower may in its sole and
absolute discretion, subject only to the provisions of this paragraph (d),
accept or reject any Competitive Bid referred to in paragraph (c)
above.  The Borrower shall notify the
Agent by telephone, confirmed by telecopier in the form of a Competitive Bid
Accept/Reject Letter in the form of Exhibit A-4 hereto, whether and to what
extent it has decided to accept or reject any of or all the bids referred to in
paragraph (c) above, (x) in the case of a Eurodollar Competitive
Borrowing, not later than 12:30 p.m., New York City time, three Business
Days before a proposed Competitive Borrowing, and (y) in the case of a Fixed
Rate Borrowing, not later than 12:30 p.m., New York City time, on the day
of a proposed Competitive Borrowing; provided, however, that
(i) the failure by the Borrower to give such notice shall be deemed to be
a rejection of all the bids referred to in paragraph (c) above,
(ii) the Borrower shall not accept a bid made at a particular Competitive
Bid Rate if it has decided to reject a 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










 22



specified in
the Competitive Bid Request and shall be in a minimum principal amount of
$10,000,000, (iv) if the Borrower shall accept a bid or bids made at a
particular Competitive Bid Rate but the amount of such bid or bids shall cause
the total amount of bids 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 bid or bids in an amount equal to the amount specified in the
Competitive Bid Request less the amount of all other Competitive Bids accepted
with respect to such Competitive Bid Request, which acceptance, in the case of
multiple bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such bid at such Competitive Bid Rate, and
(v) except pursuant to clause (iv) above, no bid shall be accepted
for a Competitive Loan unless such Competitive Loan is in a minimum principal
amount of $10,000,000 and an integral multiple of $1,000,000; provided
further, however, that if a Competitive Loan must be in an amount
less than $10,000,000 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 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 which shall be in the discretion of the Borrower.  A notice given by the Borrower pursuant to
this paragraph (d) shall be irrevocable.


(e)  The Agent shall promptly notify each
bidding Lender whether or not its Competitive Bid has been accepted (and if so,
in what amount and at what Competitive Bid Rate) by telecopy sent by the Agent,
and each successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make the Competitive Loan in respect of which
its bid has been accepted.


(f)  A Competitive Bid Request shall not be
made within five Business Days after the date of any previous Competitive Bid
Request.


(g)  If the Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such bid directly
to the Borrower one quarter of an hour earlier than the latest time at which
the other Lenders are required to submit their bids to the Agent pursuant to
paragraph (b) above.


(h)  All notices required by this Section
shall be given in accordance with Section 9.01.


SECTION 2.04.  Standby Borrowing Procedure.  In order to request a Standby Borrowing, the
Borrower shall hand deliver or telecopy to the Agent in the form of
Exhibit A-5 (a) in the case of a Eurodollar Standby Borrowing,
not later than 11:30 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
11:30 a.m., New York City time, on the day of a proposed borrowing.  No Fixed Rate Loan shall be requested or made
pursuant to a Standby Borrowing Request. 
Such notice shall be irrevocable and shall in each case specify
(i) whether the Borrowing then being requested is to be a Eurodollar
Standby Borrowing or an ABR Borrowing; (ii) the date of such Standby
Borrowing (which shall be a Business Day) and the amount thereof; and
(iii) if such Borrowing is to be a










 23



Eurodollar Standby Borrowing, the Interest Period with respect
thereto.  If no election as to the Type
of Standby Borrowing is specified in any such notice, then the requested
Standby Borrowing shall be an ABR Borrowing.  If no Interest Period with respect to any
Eurodollar Standby Borrowing is specified in any such notice, then the Borrower
shall be deemed to have selected an Interest Period of one month’s
duration.  If the Borrower shall not have
given notice in accordance with this Section of its election to refinance a
Standby Borrowing prior to the end of the Interest Period in effect for such
Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end
of such Interest Period) be deemed to have given notice of an election to
refinance such Borrowing with an ABR Borrowing.  The Agent shall promptly advise the Lenders
of any notice given pursuant to this Section and of each Lender’s portion of
the requested Borrowing.


SECTION 2.05.  Swingline Loans.  (a) 
Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to the Borrower from time to time on and
after the date hereof and until the earlier of the Maturity Date and the
termination of the Commitments in an aggregate principal amount at any time
outstanding that will not result in (i) the aggregate principal amount of
all outstanding Swingline Loans exceeding $40,000,000 or (ii) the sum of
the total Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans exceeding the Total Commitment then in effect.  Each Swingline Loan shall bear interest at a
rate described in Section 2.09(d). 
Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, repay and reborrow Swingline Loans.


(b)  To request a
Swingline Loan, the Borrower shall notify the Agent of such request by
telephone (confirmed by telecopy), not later than 3:00 p.m., New York
City time, on the day of a proposed Swingline Loan.  Each such notice shall be irrevocable and
shall specify (i) the requested date of such Swingline Loan (which shall
be a Business Day), (ii) the Interest Period with respect to the requested
Swingline Loan (which may not end after the Maturity Date), (iii) the
amount of the requested Swingline Loan and (iv) the maturity of the
requested Swingline Loan (which shall be no later than five Business Days after
the date of such Swingline Loan).  The
Agent will promptly advise the Swingline Lender of any such notice received
from the Borrower.  The Swingline Lender
shall make each Swingline Loan available to the Borrower by wire transfer of
immediately available funds to account number 4945027308 maintained by the
Borrower with Wells Fargo Bank (ABA 121000248) by 6:00 p.m., New York
City time, on the requested date of such Swingline Loan.  The Borrower shall have the right at any time
and from time to time to prepay any Swingline Loan, in whole or in part, upon
giving written or telecopy notice (or telephone notice promptly confirmed by
written or telecopy notice) to the Swingline Lender and to the Agent before
12:00 (noon), (New York time) on the date of prepayment at the
Swingline Lender’s address for notices in the Administrative Questionnaire.


(c)  The Swingline Lender
may by written notice given to the Agent not later than 10:00 a.m.,
New York City time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding.  Such notice shall specify
the aggregate amount of Swingline Loans in










 24



which Lenders will participate. 
Promptly upon receipt of such notice, the Agent will give notice thereof
to each Lender, specifying in such notice such Lender’s percentage of such
Swingline Loan or Loans (which shall be equal to such Lender’s Pro Rata
Percentage).  Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Agent, for the account of the Swingline Lender, such
Lender’s Pro Rata Percentage of such Swingline Loan or Loans.  Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of an Event
of Default or a Default or reduction or termination of the Total Commitment,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. 
Each Lender shall comply with its obligation under this paragraph by
wire transfer of immediately available funds, in the same manner as provided in
Section 2.02(c) with respect to Loans made by such Lender (and
Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations
of the Lenders), and the Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Lenders. 
The Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Agent and not to the
Swingline Lender.  Any amounts received
by the Swingline Lender from the Borrower (or other party on behalf of the Borrower)
in respect of a Swingline Loan after receipt by the Swingline Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Agent; any such amounts received by the Agent shall be promptly remitted by the
Agent to the Lenders that shall have made their payments pursuant to this
paragraph and to the Swingline Lender, as their interests may appear.  The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrower of any default in
the payment thereof.


SECTION 2.06.  Interest Elections.  (a) 
Each Standby Borrowing initially shall be of the Type specified in the
applicable Standby Borrowing Request and, in the case of a Eurodollar Standby
Borrowing, shall have an initial Interest Period as specified in such Standby
Borrowing Request.  Thereafter, the
Borrower may elect to convert such Borrowing to a Borrowing of a different Type
or to continue such Borrowing and, in the case of a Eurodollar Standby
Borrowing, may elect Interest Periods therefor, all as provided in this Section.  The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.  This
Section shall not apply to Competitive Borrowings or Swingline Borrowings,
which may not be converted or continued.


(b)  To make an election
pursuant to this Section, the Borrower shall notify the Agent of such election
(each, an “Interest Election Request”) by telephone by the time that a
Standby Borrowing Request would be required under Section 2.04 if the Borrower
were requesting a Standby Borrowing of the Type resulting from such election to
be made on the effective date of such election. 
Each such telephonic Interest Election Request shall be irrevocable and
shall be confirmed promptly by hand delivery or










 25



telecopy to the Agent of a written Interest Election Request in a form
approved by the Agent and signed by the Borrower.


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


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


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


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


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


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


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


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


SECTION 2.07. 
Fees.  (a)  
The Borrower agrees to pay to each Lender, through the Agent, a facility
fee (a “Facility Fee”) at a rate per annum equal to the Applicable Rate
from time to time in effect on the amount of the Commitment of such Lender,
whether used or unused, during the period commencing with the date hereof to
but excluding the date on which such Commitment terminates; provided
that if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such Facility Fee shall continue to accrue on the
daily amount of such










 26



Lender’s Revolving Credit Exposure from and including the date on which
its Commitment terminates to but excluding the date on which such Lender ceases
to have any Revolving Credit Exposure. 
Accrued Facility Fees shall be payable in arrears on the first day of
January, April, July and October of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any Facility Fees accruing after the date on
which the Commitments terminate shall be payable on demand.  All Facility Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).


(b)  For any day on which
the outstanding principal amount of the Loans shall be greater than 50% of the
Total Commitment, the Borrower shall pay to the Agent for the account of each
Lender a utilization fee (a “Utilization Fee”) equal to the Applicable
Rate on the aggregate amount of each Lender’s outstanding Standby Loans to the
Borrower on such day.  The accrued
Utilization Fees, if any, shall be payable in arrears on the first day of
January, April, July and October of each year and on the date or dates on which
the Commitments terminate and any outstanding Loans are repaid.  All Utilization Fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


(c)  The Borrower agrees
to pay the Agent, for its own account, the fees (the “Agent’s Fees”) at
the times and in the amounts agreed by the Borrower in the Fee Letter.


(d)  All Fees shall be
paid on the dates due, in immediately available funds, to the Agent for
distribution, if and as appropriate, among the Lenders.  Once paid, none of the Fees shall be
refundable under any circumstances absent manifest error.


SECTION 2.08. 
Repayment of Loans; Evidence of
Debt.  (a)  The Borrower hereby unconditionally promises
to pay (i) on the Maturity Date to the Agent for the account of each Lender the
then unpaid principal amount of each Standby Loan and (ii) on the last day of
the Interest Period applicable thereto to the Agent for the applicable
Lender(s) the then unpaid principal amount of each Competitive Loan.  The Borrower hereby unconditionally promises to
pay to the Swingline Lender the then unpaid principal amount of each Swingline
Loan on the earlier of the Maturity Date and the fifth Business Day after such
Swingline Loan is made; provided that on each date that a Standby
Borrowing or Competitive Borrowing is made, the Borrower shall repay all
Swingline Loans then outstanding.


(b)  Each Lender shall
maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness 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.  The Agent shall maintain accounts in which it
will record (i) the amount of each Loan made hereunder, the Type of each
Loan made 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










 27



Agent hereunder from the Borrower and each Lender’s share thereof.  The entries made in the accounts maintained
pursuant to this Section shall, to the extent permitted by applicable law, be
prima facie evidence of the existence and amounts of the obligations therein
recorded; provided, however, that the failure of any Lender or
the Agent to maintain such accounts or any error therein shall not in any
manner (i) affect the obligations of the Borrower to repay the Loans in
accordance with their terms or (ii) cause the Borrower’s obligations to be
greater than they would have been absent such failure or error.


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


SECTION 2.09.  Interest on Loans.  (a) 
Subject to the provisions of Section 2.10, the Loans comprising
each Eurodollar Borrowing shall bear interest (computed on the basis of the
actual number of days elapsed over a year of 360 days) at a rate per annum
equal to (i) in the case of each Eurodollar Standby Loan, the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate, and (ii) in the case of each Eurodollar 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.  Interest
on each Eurodollar Borrowing shall be payable on each applicable Interest
Payment Date.  Each Reference Bank agrees
upon the request of the Agent to furnish to the Agent timely information for
the purpose of determining the LIBO Rate and the Adjusted LIBO Rate.  If any one or more of the Reference Banks
shall not furnish such timely information to the Agent for the purpose of
determining any such interest rate, the Agent shall determine such interest
rate on the basis of timely information furnished by the remaining Reference
Banks.


(b)  Subject to the
provisions of Section 2.10, the Loans comprising each ABR Borrowing
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be) at a rate per annum
equal to the Alternate Base Rate. 
Interest on each ABR Borrowing shall be payable on each applicable
Interest Payment Date.  The Alternate
Base Rate shall be determined by the Agent, and such determination shall be
conclusive absent manifest error.


(c)  Subject to the
provisions of Section 2.10, each Fixed Rate Loan shall bear interest at a
rate per annum (computed on the basis of the actual number of days elapsed over
a year of 360 days) equal to the fixed rate of interest offered by the
Lender making such Loan and accepted by the Borrower pursuant to Section 2.03.  Interest on each Fixed Rate Loan shall be
payable on the Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement.










 28



(d)  Subject to the
provisions of Section 2.10, each Swingline Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be) at the Alternate Base Rate.  Interest on each Swingline Loan shall be
payable on each applicable Interest Payment Date.


(e)  Upon the occurrence
and during the continuance of any Event of Default, if the Required Lenders
shall so determine, (i) each outstanding Eurodollar Borrowing will, on the last
day of the then existing Interest Period therefor, convert into an ABR
Borrowing if all such Events of Default shall not have been cured by such time
and (ii) the obligation of the Lenders to make, or to convert into, Eurodollar
Borrowings shall be suspended.


SECTION 2.10. 
Default Interest.  Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on (a) the
unpaid principal amount of each of its Standby Borrowings and each Swingline
Borrowing, payable in arrears on the dates referred to in Section 2.09, at a
rate per annum (computed on the basis of the actual number of days elapsed over
a year of 360 days) equal at all times to 2% per annum above the rate per annum
required to be paid on such Standby Borrowings and such Swingline Borrowings
pursuant to Section 2.09(a), (b) or (d), as applicable, and (b) to the fullest extent
permitted by law, the amount of any interest, fee or other amount payable
hereunder that is not paid when due, from the date such amount shall be due
until such amount shall be paid in full, payable in arrears on the date such
amount shall be paid in full and on demand, at a rate per annum (computed on
the basis of the actual number of days elapsed over a year of 365 or
366 days, as the case may be) equal at all times to 2% per annum above the
rate per annum required to be paid on ABR Borrowings pursuant to Section
2.09(b).


SECTION 2.11. 
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 Agent shall have determined that dollar deposits in
the principal amounts of the Eurodollar Loans comprising such Borrowing are not
generally available in the London interbank market, or that the rates at which
such dollar deposits are being offered will not adequately and fairly reflect
the cost to any Lender of making or maintaining its Eurodollar Loan during such
Interest Period, or that reasonable means do not exist for ascertaining the
Adjusted LIBO Rate or the LIBO Rate, the Agent shall, as soon as practicable
thereafter, give written or telecopy notice of such determination to the
Borrower and the Lenders.  In the event
of any such determination, until the 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 Competitive Borrowing
pursuant to Section 2.03 shall be of no force and effect and shall be
denied by the Agent and (ii) any request by the Borrower for a Eurodollar
Standby Borrowing pursuant to Section 2.04 shall be deemed to be a request
for an ABR Borrowing.  In the event
of any such determination, the Lenders shall negotiate with the Borrower, at
its request, as to the interest rate which the Loans comprising such an ABR Borrowing
shall bear; provided that such Loans shall bear interest as provided in
Section 2.09(b) pending the execution by the Borrower and the Lenders of a
written










 29



agreement providing for a different interest rate.  Each determination by the Agent hereunder
shall be conclusive absent manifest error.


SECTION 2.12. 
Termination, Reduction and Increase
of Commitments.  (a)  Unless previously terminated, the Commitments
shall terminate on the Maturity Date.


(b)  Upon at least three
Business Days’ prior irrevocable written or telecopy notice to the Agent, the
Borrower may at any time in whole permanently terminate, or from time to time
in part permanently reduce, without penalty but subject to Section 2.17, the
Total Commitment; provided, however, that (i) each partial
reduction of the Total Commitment shall be in an integral multiple of
$1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no
such termination or reduction shall be made if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.14, the
sum of the Revolving Credit Exposures plus the aggregate outstanding principal
amount of the Competitive Loans would exceed the Total Commitment.


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


(d)  The Borrower may from
time to time, by written notice to the Agent (which shall promptly deliver a
copy to each of the Lenders) executed by the Borrower and one or more financial
institutions (which may include any Lender) that are willing to extend a
Commitment or, in the case of any such financial institution that is already a
Lender, to increase its Commitment (any such financial institution referred to
in this Section being called an “Increasing Lender”), cause the total
Commitments to be increased by such new or incremental Commitments of the
Increasing Lenders, in an amount for each Increasing Lender as set forth in
such notice; provided that (i) the aggregate principal amount of
any increase in the total Commitments made pursuant to this Section shall not
be less than $25,000,000 and the aggregate principal amount of all such
increases shall not exceed $100,000,000, (ii) each Increasing Lender, if
not already a Lender hereunder, shall be subject to the prior written approval
of the Agent and the Swingline Lender (which approval shall not be unreasonably
withheld) and (iii) each Increasing Lender, if not already a Lender
hereunder, shall become a party to this Agreement by completing and delivering
to the Agent a duly executed Accession Agreement.  New Commitments and increases in Commitments
created pursuant to this Section shall become effective (A) in the case of
an Increasing Lender already a Lender under this Agreement, on the date
specified in the applicable notice delivered pursuant to this Section and
(B) in the case of an Increasing Lender not already a Lender under this
Agreement, on the effective date of the applicable Accession Agreement.  Upon the effectiveness of any Accession
Agreement to which any Increasing Lender is a party, such Increasing Lender
shall thereafter be deemed to be a party to this Agreement and shall be
entitled to all rights, benefits and privileges accorded a Lender hereunder and
subject to all obligations of a Lender hereunder.  Upon the effectiveness of any increase
pursuant to this Section, Schedule 2.01 shall be deemed to have been
amended to reflect










 30



the new or increased Commitment of each Increasing Lender.  Notwithstanding the foregoing, no increase in
the aggregate Commitments (or in the Commitment of any Lender) shall become
effective under this Section unless (i) the Agent shall have received
documents consistent with those delivered under paragraphs (b) and (d) of
Section 4.02 as to the corporate power and authority of the Borrower to borrow
hereunder after giving effect to such increase and (ii) on the date of
such increase, the conditions set forth in paragraphs (b) and (c) of
Section 4.01 shall be satisfied (with all references in such paragraphs to
a Borrowing being deemed to be references to such increase) and the Agent shall
have received a certificate to that effect dated such date and executed by a
Financial Officer of the Borrower. 
Following any extension of a new Commitment or increase of a Lender’s
Commitment pursuant to this paragraph, any Standby Loans outstanding prior to
the effectiveness of such increase or extension shall continue outstanding
until the ends of the respective Interest Periods applicable thereto, and shall
then be repaid and, if the Borrowers shall so elect, refinanced with new
Standby Loans made pursuant to Section 2.01(a) ratably in accordance with
the Commitments in effect following such extension or increase.


SECTION 2.13. 
Extension of Maturity Date.  The Borrower may, by delivery of a Maturity
Date Extension Request to the Agent (which shall promptly deliver a copy to
each of the Lenders) not less than 30 days and not more than 60 days
prior to any anniversary of the Restatement Effective Date, request that the
Lenders extend the Maturity Date for an additional period of one year; provided
that there shall be no more than two extensions of the Maturity Date pursuant
to this Section.  Each Lender shall, by
notice to the Borrower and the Agent given not later than the 20th day
after the date of the Agent’s receipt of the Borrower’s Maturity Date Extension
Request, advise the Borrower whether or not it agrees to the requested
extension (each Lender agreeing to a requested extension being called a “Consenting
Lender”, and each Lender declining to agree to a requested extension being
called a “Declining Lender”).  Any
Lender that has not so advised the Borrower and the Agent by such day shall be
deemed to have declined to agree to such extension and shall be a Declining
Lender.  If Lenders constituting the Required
Lenders shall have agreed to a Maturity Date Extension Request, then the
Maturity Date shall, as to the Consenting Lenders, be extended to the first
anniversary of the Maturity Date theretofore in effect.  The decision to agree or withhold agreement to
any Maturity Date Extension Request shall be at the sole discretion of each
Lender.  The Commitment of any Declining
Lender shall terminate on the Maturity Date in effect prior to giving effect to
any such extension (such Maturity Date being called the “Existing Maturity
Date”).  The principal amount of any
outstanding Loans made by Declining Lenders, together with any accrued interest
thereon and any accrued fees and other amounts payable to or for the account of
such Declining Lenders hereunder, shall be due and payable on the Existing
Maturity Date, and on the Existing Maturity Date the Borrowers shall also make
such other prepayments of their Loans pursuant to Section 2.14 as shall be
required in order that, after giving effect to the termination of the
Commitments of, and all payments to, Declining Lenders pursuant to this
sentence, the sum of the Revolving Credit Exposures plus the aggregate
outstanding principal amount of the Competitive Loans would not exceed the
Total Commitment.  Notwithstanding the
foregoing provisions of this paragraph, the Borrower shall have the right,
pursuant to Section 2.22, at any time prior to the Existing Maturity Date,
to replace a Declining










 31



Lender with a Lender or other financial institution that will agree to
the applicable Maturity Date Extension Request, and any such replacement Lender
shall for all purposes constitute a Consenting Lender.  Notwithstanding the foregoing, no extension
of the Maturity Date pursuant to this paragraph shall become effective unless
on the anniversary of the Effective Date that immediately follows the date on
which the Borrower delivers the applicable Maturity Date Extension Request, the
conditions set forth in Section 4.01 shall be satisfied (with all
references in such Section to a Borrowing being deemed to be references to such
increase) and the Agent shall have received a certificate to that effect dated
such date and executed by a Financial Officer of the Borrower.


SECTION 2.14.  Prepayment.  (a) 
The Borrower shall have the right at any time and from time to time to
prepay, without penalty but subject to Section 2.17, any Standby Borrowing, in
whole or in part, upon giving written or telecopy notice (or telephone notice
promptly confirmed by written or telecopy notice) to the Agent:  (i) before 10:00 a.m., New York
City time, two Business Days prior to prepayment, in the case of Eurodollar
Loans, and (ii) before 10:00 a.m., New York City time, on the
Business Day of prepayment, in the case of ABR Loans; provided, however,
that each partial prepayment shall be in an amount which is an integral
multiple of $1,000,000 and not less than (A) $5,000,000 in the case of a
Eurodollar Standby Borrowing and (B) $1,000,000 in the case of an ABR Borrowing
or, if less, the aggregate principal amount of such Standby Borrowing.   The Borrower shall not have the right to
prepay any Competitive Borrowing.


(b)  On the date of any
termination or reduction of the Commitments pursuant to Section 2.12 or
Section 6.01(a)(iii), the Borrower shall pay or prepay so much of the Standby
Borrowings as shall be necessary in order that the aggregate principal amount
of the Competitive Loans and the total Revolving Credit Exposures will not
exceed the Total Commitment after giving effect to such termination or
reduction.  In the event of any
termination of all of the Commitments, the Borrower shall repay or prepay all
the outstanding Standby Loans and Swingline Loans on the date of such
termination.


(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 (or portion thereof) by the amount
stated therein on the date stated therein. 
All prepayments under this Section shall be subject to Section 2.17
but shall otherwise be without premium or penalty.  All prepayments under this Section shall be
accompanied by accrued interest on the principal amount being prepaid to the date
of payment.


SECTION 2.15.  Reserve Requirements; Change in
Circumstances.  (a)  Notwithstanding any other provision herein,
if after the date of this Agreement any change in applicable law or regulation
or in the interpretation or administration thereof by any Governmental
Authority charged with the interpretation or administration thereof (whether or
not having the force of law) shall change the basis of taxation of payments to
any Lender of the principal of or interest on any Eurodollar Loan or Fixed Rate
Loan made by such Lender or any Fees or other amounts payable hereunder (other
than changes in respect of taxes imposed on the overall net income of such
Lender by the










 32



jurisdiction in which such Lender has its principal or applicable
lending office or by any political subdivision or taxing authority therein), or
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 such Lender (except any such reserve requirement which is reflected
in the Adjusted LIBO Rate), or shall impose on such Lender or the London
interbank market any other condition affecting this Agreement or any Eurodollar
Loan or Fixed Rate Loan made by such Lender, and the result of any of the
foregoing shall be to increase the direct cost to such Lender of making or
maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of
any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise) by an amount reasonably deemed by such Lender to be
material, then the Borrower will pay to such Lender upon demand such additional
amount or amounts as will compensate such Lender for such additional costs
incurred or reduction suffered.  Notwithstanding
the foregoing, no Lender shall be entitled to request compensation under this
paragraph with respect to any Competitive Loan if it shall have been aware of
the change giving rise to such request at the time of submission of the
Competitive Bid pursuant to which such Competitive Loan shall have been made.


(b)  If any Lender shall
have determined that the applicability of any law, rule, regulation or
guideline adopted pursuant to or arising out of the July 1988 report of
the Basle Committee on Banking Regulations and Supervisory Practices entitled “International
Convergence of Capital Measurement and Capital Standards”, or the adoption
after the date hereof of any other law, rule, regulation or guideline regarding
capital adequacy, or any change in any of the foregoing or in the interpretation
or administration of any of the foregoing by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or any lending office of
such Lender) or any Lender’s holding company with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of this
Agreement or the Loans made by such Lender pursuant hereto to a level below
that which such Lender or such Lender’s holding company could have achieved but
for such applicability, adoption, change or compliance (taking into
consideration such Lender’s policies and the policies of such Lender’s holding
company with respect to capital adequacy) by an amount reasonably deemed by
such Lender to be material, then from time to time the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender or
such Lender’s holding company for any such reduction suffered.


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










 33



SECTION 2.16. 
Change in Legality.  (a) 
Notwithstanding any other provision herein, if any change in any law or
regulation or in the interpretation thereof by any Governmental Authority
charged with the administration or interpretation thereof 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 Agent, such Lender
may:


(i)  declare that Eurodollar Loans will not
thereafter be made by such Lender hereunder, whereupon such Lender shall not
submit a Competitive Bid in response to a request for Eurodollar Competitive
Loans and any request by the Borrower for a Eurodollar Standby Borrowing shall,
as to such Lender only, be deemed a request for an ABR Loan unless such
declaration shall be subsequently withdrawn; and


(ii)  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, and (x) all payments and prepayments of
principal which 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 and
(y) such Lender shall negotiate with the Borrower, at its request, as to
the interest rate which such ABR Loans shall bear; provided that such
Loans shall bear interest as provided in Section 2.09(b) pending the
execution by the Borrower and such Lender of a written agreement providing for
a different interest rate.


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


SECTION 2.17. 
Indemnity.  The Borrower shall indemnify each Lender
against any loss (other than loss of profits) or expense which such Lender may
sustain or incur as a consequence of (a) any failure by the Borrower to
fulfill on the date of any borrowing hereunder the applicable conditions set
forth in Article IV, (b) any failure by the Borrower to borrow or to
refinance or continue any Loan hereunder, for any reason other than a default
by such Lender, after irrevocable notice of such borrowing, refinancing or
continuation has been given pursuant to Section 2.03, 2.04 or 2.06,
(c) any payment, prepayment or conversion of a Eurodollar Loan or Fixed
Rate Loan required by any other provision of this Agreement or otherwise made
or deemed made on a date other than the last day of the Interest Period
applicable thereto, (d) any default in payment or prepayment by the Borrower
of the principal amount of any Loan or any part thereof or interest accrued
thereon, as and when due and payable (at the due date thereof, whether by
scheduled maturity, acceleration, irrevocable notice of prepayment or
otherwise) or










 34



(e) the occurrence of any Event of Default, including, in each
such case, any loss (other than loss of profits) or reasonable expense
sustained or incurred or to be sustained or incurred in liquidating or
employing deposits from third parties acquired to effect or maintain such Loan
or any part thereof as a Eurodollar Loan or Fixed Rate Loan.  Such loss or reasonable expense shall include
an amount equal to the excess, if any, as reasonably determined by such Lender,
of (i) its cost of obtaining the funds for the Loan being paid, prepaid,
converted or not borrowed (assumed to be the Adjusted LIBO Rate or, in the case
of a Fixed Rate Loan, the fixed rate of interest applicable thereto) for the
period from the date of such payment, prepayment or failure to borrow to the
last day of the Interest Period for such Loan (or, in the case of a failure to
borrow, the Interest Period for such Loan which would have commenced on the
date of such failure) over (ii) the amount of interest (as reasonably
determined by such Lender) that would be realized by such Lender in reemploying
the funds so paid, prepaid or not borrowed for such period or Interest Period,
as the case may be.


SECTION 2.18. 
Pro Rata Treatment.  Except as required under
Section 2.12(d), Section 2.13 or Section 2.16, each Standby
Borrowing, each payment or prepayment of principal of any Standby Borrowing,
each payment of interest on the Standby Loans, each payment of the Facility
Fees, each payment of the Utilization Fees insofar as it relates to Standby
Loans, each reduction of the Commitments and each refinancing of any Borrowing
with a Standby 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 Standby Loans).  Each payment of principal of any Competitive
Borrowing and each payment of the Utilization Fees insofar as they relate to
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.  Each payment of interest on any Competitive
Borrowing shall be allocated pro rata among the Lenders participating in such
Borrowing in accordance with the respective amounts of accrued and unpaid
interest on their outstanding Competitive Loans comprising such Borrowing.  For purposes of determining the available
Commitments of the Lenders at any time, each outstanding Competitive Borrowing
and each outstanding Swingline Loan 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 and those Lenders that shall not
have made Swingline Loans) 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
Agent may, in its discretion, round each Lender’s percentage of such Borrowing
to the next higher or lower whole dollar amount.


SECTION 2.19. 
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
Standby Loan or Loans or participations in Swingline Loans  as a result of










 35



which the unpaid principal portion of the Standby Loans or
participations in Swingline Loans of such Lender shall be proportionately less
than the unpaid principal portion of the Standby Loans or participations in
Swingline Loans 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 Standby Loans and
participations in Swingline Loans of such other Lender, so that the aggregate
unpaid principal amount of the Standby Loans and participations in the Standby
Loans and participations in Swingline Loans held by each Lender shall be in the
same proportion to the aggregate unpaid principal amount of all Standby Loans
and participations in Swingline Loans then outstanding as the principal amount
of its Standby Loans and participations in Swingline Loans prior to such
exercise of banker’s lien, setoff or counterclaim or other event was to the
principal amount of all Standby Loans and participations in Swingline Loans
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 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 pursuant
to the foregoing arrangements 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 Standby Loan or Swingline Loan directly to the
Borrower in the amount of such participation.


SECTION 2.20. 
Payments.  (a) 
The Borrower shall make each payment (including principal of or interest
on any Borrowing or any Fees or other amounts but excluding principal and
interest on Swingline Loans, which shall be paid directly to the Swingline
Lender except as provided in Section 2.05(c)) hereunder and under any
other Loan Document not later than 12:00 (noon), New York City time, on
the date when due in dollars to the Agent at its offices at Two Penns Way,
Suite 200, New Castle, DE 19720, ABA  021
00 00 89, Account No. 36852248, Attention: Gregory Victor, in immediately
available funds.


(b)  Whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document 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 2.21. 
Taxes.  (a) 
Any and all payments by the Borrower hereunder shall be made, in
accordance with Section 2.20, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding taxes
imposed on the Agent’s or any Lender’s (or any transferee’s or assignee’s,
including a participation holder’s (any such entity a “Transferee”)) net
income and franchise taxes imposed on the Agent or any Lender (or Transferee)
by the United States or any jurisdiction under the










 36



laws of which it is organized or in which its applicable lending office
is located or any political subdivision thereof (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as “Taxes”). 
If the Borrower shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to the Lenders (or any Transferee) or the
Agent, (i) the sum payable shall be increased by the amount necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) such Lender (or Transferee) or the
Agent (as the case may be) shall receive 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 taxing authority or other Governmental Authority in
accordance with applicable law.


(b)  In addition, the
Borrower agrees to pay any present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or any other Loan Document
(hereinafter referred to as “Other Taxes”).


(c)  The Borrower will
indemnify each Lender (or Transferee) and the Agent for the full amount of
Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by such Lender (or
Transferee) or the Agent, as the case may be, and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted by
the relevant taxing authority or other Governmental Authority.  Such indemnification shall be made within
30 days after the date any Lender (or Transferee) or the Agent, as the
case may be, makes written demand therefor. 
If a Lender (or Transferee) or the Agent shall become aware that it is
entitled to receive a refund in respect of Taxes or Other Taxes, it shall
promptly notify the Borrower of the availability of such refund and shall,
within 30 days after receipt of a request by the Borrower, apply for such
refund at the Borrower’s expense.  If any
Lender (or Transferee) or the Agent receives a refund in respect of any Taxes
or Other Taxes for which such Lender (or Transferee) or the Agent has received
payment from the Borrower hereunder it shall promptly notify the Borrower of
such refund and shall, within 30 days after receipt of a request by the
Borrower (or promptly upon receipt, if the Borrower has requested application
for such refund pursuant hereto), repay such refund to the Borrower (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund), net of all out-of-pocket expenses of such Lender (or
Transferee) or the Agent and without interest; provided that the
Borrower, upon the request of such Lender (or Transferee) or the Agent, agrees
to return such refund (plus penalties, interest or other charges) to such
Lender (or Transferee) or the Agent in the event such Lender (or Transferee) or
the Agent is required to repay such refund. 
This Section shall not be construed to require the Agent or any Lender
to make available its tax returns (or any other information relating to its
taxes which it deems confidential) to the Borrower or any other Person.
















  
 37


(d)  Within 30 days after the date of
any payment of Taxes or Other Taxes withheld by the Borrower in respect of any
payment to any Lender (or Transferee) or the Agent, the Borrower will furnish
to the Agent, at its address referred to in Section 9.01, the original or
a certified copy of a receipt issued by the appropriate Governmental Authority
evidencing payment thereof.


(e)  Without prejudice to the survival of
any other agreement contained herein, the agreements and obligations contained
in this Section shall survive the payment in full of the principal of and
interest on all Loans made hereunder.


(f)  Each Lender (or Transferee) which is
organized outside the United States shall deliver to the Borrower two copies of
either Internal Revenue Service Form W-8 BEN or Form W-8 ECI, or, in
the case of a Lender (or Transferee) claiming exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a Form W-8, or any subsequent
versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a
Form W-8, a certificate representing that such Non-U.S. Lender is
not a bank for purposes of Section 881(c) of the Code, is not a 10-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of
the Borrower and is not a controlled foreign corporation related to the
Borrower (within the meaning of Section 864(d)(4) of the Code)) properly
completed and duly executed by such Lender (or Transferee) establishing that such
payment is totally exempt from, or is eligible for a reduced rate of, United
States Federal withholding tax.  Such
forms shall be delivered by each Lender organized outside the United States on
or before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder, on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Lender changes its applicable lending office by designating a
different lending office (a “New Lending Office”).  In addition, each Lender (or Transferee)
organized outside the United States shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Lender (or
Transferee).  Notwithstanding any other
provision of this Section 2.21(f), a Lender (or Transferee) organized
outside the United States shall not be required to deliver any form pursuant to
this Section 2.21(f) that it is not legally able to deliver.  Unless the Borrower and the Agent have
received forms or other documents satisfactory to them indicating that payments
hereunder are not subject to United States withholding tax or are subject to
such tax at a rate reduced by an applicable tax treaty, the Borrower or the
Agent shall withhold taxes from such payments at the applicable statutory rate
in the case of payments to or for any Lender (or Transferee) organized under
the laws of a jurisdiction outside the United States.


(g)  The Borrower shall not be required to
pay any additional amounts to any Lender (or Transferee) in respect of United
States Federal withholding tax pursuant to paragraph (a) above to the
extent that the obligation to pay such additional amounts (1) existed on the
date such Lender (or Transferee) became a party to this Agreement (or in the
case of a Transferee that is a participation holder, on the date such
participation holder became a Transferee hereunder) or (2) would not have
arisen but for a failure by such Lender (or Transferee) to comply with the provisions
of paragraph (f) above unless 










  
 38



in the case of this clause (2) such failure
results from (i) a change in applicable law, regulation or official
interpretation thereof, (ii) an amendment, modification or revocation of
any applicable tax treaty or a change in official position regarding the
application or interpretation thereof, in each case after the date hereof (and,
in the case of a Transferee, after the date of assignment or transfer) or
(iii) an assignment, participation, transfer or designation made at the
request of the Borrower; provided, however, the Borrower shall be
required to pay those amounts to any Lender (or Transferee) that it was
required to pay hereunder prior to the failure of such Lender (or Transferee)
to comply with the provisions of such paragraph (f).


(h)  Any Lender (or Transferee) claiming
any additional amounts payable pursuant to this Section shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document requested by the Borrower or to change the jurisdiction
of its applicable lending office if the making of such a filing or change would
avoid the need for or reduce the amount of any such additional amounts which
may thereafter accrue and would not, in the sole determination of such Lender,
be otherwise disadvantageous to such Lender (or Transferee).


SECTION 2.22.  Termination
or Assignment of Commitments Under Certain Circumstances.  In the event that any Lender shall fail to
pay the Agent amounts due it pursuant to Section 2.02(c) or any Lender
shall have delivered a notice or certificate pursuant to Section 2.15 or
Section 2.16, or the Borrower shall be required to make additional
payments to any Lender under Section 2.21, or any Lender shall be a
Declining Lender, and provided that no Default or Event of Default shall have
occurred and be continuing, the Borrower shall have the right, at its own
expense, upon notice to such Lender and the Agent, to require such Lender to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in Section 9.04) all its interests, rights and
obligations under this Agreement to another financial institution which shall
assume such obligations; provided that (i) no such termination or
assignment shall conflict with any law, rule or regulation or order of any
Governmental Authority, (ii) the Borrower or the assignee, as the case may
be, shall pay to the affected Lender in immediately available funds on the date
of such termination or assignment the principal of and interest accrued to the
date of payment on the Loans (other than Competitive Loans) made by it
hereunder and all other amounts accrued for its account or owed to it
hereunder, (iii) if the replacement financial institution is not a Lender, the Agent
shall have given its prior written consent to such replacement (which consent
will not be unreasonably withheld) and the Borrower or such financial
institution shall have paid a processing and recordation fee of $3,500 to the
Agent and (iv) if a Commitment is being assigned, the Swingline Lender
shall have consented in writing to such assignment (which consent will not be
unreasonably withheld).


SECTION
2.23.  Lending
Offices and Lender Certificates; Survival of Indemnity.  To the extent reasonably possible, each
Lender shall designate an alternate lending office with respect to its
Eurodollar Loans and Fixed Rate Loans to reduce any liability of the Borrower
to such Lender under Section 2.15 or to avoid the unavailability of
Eurodollar Loans under Section 2.11 or 2.16, so long as such designation
is not disadvantageous to such Lender.  A
good faith certificate of a Lender setting forth a 










  
 39



reasonable basis of computation and
allocation of the amount due under Section 2.15 or 2.17 shall be final,
conclusive and binding on the Borrower in the absence of manifest error.  The amount specified in any such certificate
shall be payable on demand after receipt by the Borrower of such certificate.  The obligations of the Borrower under
Sections 2.15 and 2.17 shall survive the payment of all amounts due under
any Loan Document and the termination of this Agreement.


ARTICLE III


REPRESENTATIONS AND WARRANTIES


The Borrower represents
and warrants as to itself and its subsidiaries to each of the Lenders that:


SECTION 3.01.  Corporate
Existence and Standing.  The Borrower
and each of its subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite authority to conduct its business in each
jurisdiction in which its business is conducted where the failure to so qualify
would have a Material Adverse Effect.


SECTION 3.02.  Authorization
and Validity.  The Borrower has the
corporate power and authority and legal right to execute and deliver the Loan
Documents to which it is a party and to perform its obligations thereunder
(collectively, the “Transactions”). 
The Transactions have been duly authorized by proper corporate
proceedings, and the Loan Documents constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally.


SECTION 3.03.  No
Conflict; Governmental Consent.  None
of the Transactions will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower or any of its
subsidiaries or the Borrower’s or any of its subsidiaries’ articles or
certificate of incorporation or by-laws or the provisions of any indenture,
instrument or agreement to which the Borrower or any subsidiary is a party or
is subject, or by which it, or its property, is bound, or conflict therewith or
constitute a default thereunder, or result in the creation or imposition of any
Lien in, of or on the property of the Borrower or any subsidiary pursuant to
the terms of any such indenture, instrument or agreement.  No order, consent, approval, license, authorization,
or validation of, or filing, recording or registration with, or exemption by,
any governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding effect or
enforceability of, any of the Loan Documents.


SECTION
3.04.  Compliance with Laws;
Environmental and Safety Matters.  (a)   The Borrower and each of its subsidiaries
has, to the best knowledge and belief of the Borrower, complied in all material
respects with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any 










  
 40



instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or the ownership
of their respective properties, except to the extent that the failure to comply
therewith could not, in the aggregate, be reasonably expected to have a
Material Adverse Effect.


(b)  The Borrower and each of its subsidiaries
has complied in all material respects with all Federal, state, local and other
statutes, ordinances, orders, judgments, rulings and regulations relating to
environmental pollution or to environmental regulation or control or to
employee health or safety.  Neither the
Borrower nor any subsidiary has received notice of any material failure so to
comply which could reasonably be expected to result in a Material Adverse
Effect.  The Borrower’s and the
subsidiaries’ facilities do not manage any hazardous wastes, hazardous
substances, hazardous materials, toxic substances, toxic pollutants or
substances similarly denominated, as those terms or similar terms are used in
the Resource Conservation and Recovery Act, the Comprehensive Environmental
Response Compensation and Liability Act, the Toxic Substance Control Act, the
Clean Air Act, the Clean Water Act or any other applicable law relating to
environmental pollution or employee health and safety, in violation in any
material respect of any law or any regulations promulgated pursuant
thereto.  The Borrower is aware of no
events, conditions or circumstances involving environmental pollution or
contamination or employee health or safety that could reasonably be expected to
result in liability on the part of the Borrower or any subsidiary which could
reasonably be expected to result in a Material Adverse Effect.


SECTION
3.05.  Financial Statements.  The Borrower has heretofore furnished to the
Lenders its (a) consolidated balance sheet and statements of income,
changes in stockholders’ equity and cash flows as of and for the fiscal year
ended December 31, 2006, audited by and accompanied by the opinion of
Deloitte & Touche LLP, independent public accountants and (b) its
unaudited consolidated balance sheets and statements of income as of and for
the fiscal quarter and the three-month period ended March 31, 2007,
certified by its chief financial officer. 
Such financial statements present fairly the financial condition and
results of operations of the Borrower and its Consolidated Subsidiaries as of
such dates and for such periods.  Such
balance sheets and the notes thereto disclose all material liabilities, direct
or contingent, of the Borrower and the Consolidated Subsidiaries as of the
dates thereof.  The financial statements
referred to in clause (a) above were prepared in accordance with GAAP applied
on a consistent basis, and the financial statements referred to in clause (b)
above were prepared in accordance with GAAP applied on a consistent basis
subject to year-end adjustments.


SECTION
3.06.  No
Material Adverse Change.  Except for
any Disclosed Matter, no material adverse change in the business, properties,
financial condition, prospects or results of operations of the Borrower and the
Consolidated Subsidiaries has occurred since December 31, 2006.  It is understood that downgrades or negative
pronouncements by rating agencies and volatility in the capital markets
generally shall not in and of themselves be considered material adverse
changes, but that the antecedents or consequences thereof may constitute such
changes (except to the extent the same constitute Disclosed Matters).










  
 41



SECTION
3.07.  Subsidiaries.  Schedule 3.07 contains an accurate list
of all the (a) significant joint ventures and (b) Subsidiaries which have any
assets or operations, in each case on the date hereof, setting forth their
respective jurisdictions of organization and the percentage of their respective
ownership interests held by the Borrower or other Subsidiaries.


SECTION
3.08.  Litigation;
Contingent Obligations.  Except for
any Disclosed Matter, (a) there is no litigation, arbitration,
governmental investigation, proceeding or inquiry pending or, to the knowledge
of any of their officers, threatened against or affecting the Borrower or any
Consolidated Subsidiary that (i) is required to be disclosed and has not
been so disclosed in any filing with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, or (ii) could
reasonably be expected to have a Material Adverse Effect and (b) neither
the Borrower nor any Consolidated Subsidiary has any material contingent
obligations.


SECTION
3.09.  Material
Agreements.  Neither the Borrower nor
any Subsidiary is in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in (a) any
agreement to which it is a party, which default could reasonably be expected to
have a Material Adverse Effect or (b) any agreement or instrument
evidencing or governing Indebtedness which default would result in an Event of
Default under clause (f) of Article VII.


SECTION
3.10.  Regulation U.  (a) 
Margin Stock constitutes less than 25% of those assets of the Borrower
and its subsidiaries that are subject to any limitation on sale or pledge
hereunder.


(b)  As of the date hereof, the only Margin
Stock owned by the Borrower or any of its Subsidiaries is Margin Stock with an
aggregate value not in excess of $1,000,000.


SECTION 3.11.  Investment
Company Act.  Neither the Borrower
nor any Subsidiary is an “investment company” or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.


SECTION
3.12.  Use
of Proceeds.  The Borrower will use
the proceeds of the Loans only for the purposes set forth in the recitals to
this Agreement.


SECTION
3.13.  Taxes.  The Borrower and each Subsidiary have filed
all United States federal tax returns and all other tax returns which are
required to be filed and have paid all taxes due pursuant to said returns or
pursuant to any assessment received by the Borrower or any Subsidiary,
including without limitation all federal and state withholding taxes and all
taxes required to be paid pursuant to applicable law, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have
been provided.   The charges, accruals
and reserves on the books of the Borrower and the Consolidated Subsidiaries in
respect of any taxes or other governmental charges are adequate.










  
 42



SECTION
3.14.  Accuracy
of Information.  As of the date
hereof, no information, exhibit or report, taken as a whole, furnished by the
Borrower or any Subsidiary to the Agent or to any Lender in connection with the
negotiation of the Loan Documents contained any material misstatement of fact
or omitted to state a material fact or any fact necessary to make the
statements contained therein not misleading; provided, that all financial
projections, if any, that have been prepared by the Borrower and made available
to the Agent, any Lender or any potential Lender have been prepared in good
faith based upon assumptions believed by the management of the Borrower to be
reasonable at the time of preparation (it being understood such projections are
subject to significant uncertainties and contingencies, many of which are
beyond the Borrower’s control, and that no assurance can be given that the
projections will be realized).


SECTION
3.15.  No
Undisclosed Dividend Restrictions. 
Except as set forth in Schedule 3.15 and except for limitations on
the payment of dividends under applicable law, none of the Subsidiaries is
subject to any agreement, amendment, covenant or understanding that directly or
indirectly (through the application of financial covenants or otherwise)
restricts the ability of such entity to declare or pay dividends.


ARTICLE IV


CONDITIONS


The obligations of the
Lenders to make Loans hereunder are subject to the satisfaction of the
following conditions under Sections 4.01 and 4.02:


SECTION 4.01.  All
Borrowings.  On the date of each
Borrowing:


(a) 
The Agent (or in the case of a Swingline Loan, the Swingline Lender and
the Agent) shall have received a notice of such Borrowing as required by
Section 2.03, 2.04 or 2.05, as applicable.


(b) 
The representations and warranties set forth in Article III hereof
and in Section 7 of the LLC Guarantee shall be true and correct in all material
respects on and as of the date of, and after giving effect to, such Borrowing
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
(it being understood that this Section 4.01(b) shall not apply to or in
connection with any Interest Election Request).


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


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


SECTION
4.02.  Conditions
Precedent to Effectiveness.  This
Agreement shall become effective on the date on which:










  
 43



(a) 
The Agent (or its counsel) shall have received either (i) a
counterpart of this Agreement and of the LLC Guarantee signed on behalf of each
party thereto, or (ii) written evidence satisfactory to the Agent (which may
include telecopy transmissions of signed signature pages) that this Agreement
and of the LLC Guarantee have been signed on behalf of each party thereto.


(b) 
The Agent shall have received a favorable written opinion of (i)
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Borrower, to the
effect and covering those matters set forth in Exhibit C-1 hereto, and
(ii) Curt R. Foust, Assistant General Counsel of the Borrower or Kelly A.
Howes, General Counsel of the Borrower, to the effect and covering those
matters set forth in Exhibit C-2 hereto. 
The Borrower hereby instructs such counsel to deliver such opinions to
the Agent.


(c)  All legal matters incidental to this Agreement
and the Borrowings hereunder shall be reasonably satisfactory to the Lenders
and to Cravath, Swaine & Moore LLP, counsel for the Agent.


(d) 
The Agent shall have received such documents and certificates as the
Agent or its counsel shall reasonably have requested relating to the
organization, existence and good standing of the Borrower and Janus Capital
Management LLC, the authorization of the Transactions and any other legal
matters relating to the Borrower, Janus Capital Management LLC, this Agreement
or the Transactions, all in form and substance reasonably satisfactory to the
Agent and its counsel.


(e) 
The Agent shall have received a certificate, dated the date hereof 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.


(f) 
The Agent shall have received all Fees and other amounts due and payable
on or prior to the date hereof.


(g) 
The Agent shall have received evidence reasonably satisfactory to it
that all amounts outstanding or accrued under the Existing Credit Agreement,
including all fees accrued under the Existing Credit Agreement through the day
immediately preceding the Restatement Effective Date, shall have been paid in
full, regardless of whether any such amounts are at the time due and payable
under the Existing Credit Agreement.


ARTICLE V


AFFIRMATIVE COVENANTS


The Borrower covenants
and agrees with each Lender with respect to itself and the Subsidiaries that,
until the Commitments have expired or been terminated and the 










  
 44



principal of or
interest on each Loan, all Fees or all other expenses or amounts payable under
any Loan Document shall have been paid in full, unless the Required Lenders
shall otherwise consent in writing:


SECTION 5.01.  Conduct
of Business; Maintenance of Ownership of Subsidiaries and Maintenance of
Properties.  (a)  The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted; provided that no sale, transfer or disposition of assets
(including by means of a merger) permitted under Sections 6.03, 6.04 and 6.05
will be prohibited by this paragraph (a).


(b)  The Borrower will, and will cause each
Subsidiary to do all things necessary to remain duly incorporated, validly  existing and in good standing as a domestic
corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is
conducted, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect or in connection with a dissolution, merger,
or disposition of a Subsidiary permitted under Section 6.04.


(c)  The Borrower will at all times own,
directly or indirectly, at least 95% of the outstanding membership interests of
Janus Capital Management LLC and at least 80% of the outstanding membership
interests of Enhanced Investment Technologies, LLC, in each case free and clear
of any Liens on such securities or interests.


(d)  The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
their properties material to the conduct of their businesses in good repair,
working order and condition, and make all necessary and proper repairs,
renewals and replacements so that their businesses carried on in connection
therewith may be properly conducted at all times; provided that no sale,
transfer or disposition of assets (including by means of a merger) permitted
under Sections 6.03, 6.04 and 6.05 will be prohibited by this paragraph (d).


SECTION
5.02.  Insurance.  The Borrower will, and will cause each
Subsidiary to, maintain with financially sound and reputable insurance
companies insurance on all their property in such amounts and covering such
risks as is consistent with sound business practice and customary with
companies engaged in similar lines of business, and the Borrower will (or will
cause each Subsidiary to) furnish to any Lender upon request full information
as to the insurance carried.


SECTION 5.03.  Compliance
with Laws and Payment of Material Obligations and Taxes.  (a) 
The Borrower will, and will cause each Subsidiary to, comply in all
material respects with all laws (including, without limitation, ERISA and the
Fair Labor Standards Act, as amended), rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject if noncompliance
therewith could reasonably be expected to have a Material Adverse Effect.










  
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(b)  The Borrower will, and will cause each
Subsidiary to, pay when due its material obligations including all taxes,
assessments and governmental charges and levies upon it or its income, profits
or property, except (i) those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been
set aside or (ii) where any failure to pay could not reasonably be expected to
have a Material Adverse Effect.


SECTION
5.04.  Financial
Statements, Reports, etc.  The
Borrower will maintain, for itself and each Subsidiary, a system of accounting
established and administered in accordance with GAAP and will furnish to the
Agent and each Lender:


(a) 
within 90 days after the close of each of its fiscal years, an
unqualified (except for qualifications relating to changes in accounting
principles or practices reflecting changes in GAAP and required or approved by
the Borrower’s independent certified public accountants) audit report certified
by independent certified public accountants of nationally recognized standing,
prepared in accordance with GAAP on a consolidated basis for itself and the
Consolidated Subsidiaries, including balance sheets as of the end of such
period and related statements of income and changes in stockholders’ equity and
cash flows;


(b) 
within 45 days after the close of each of the first three quarterly
periods of each of its fiscal years, for itself and the Consolidated
Subsidiaries, unaudited consolidated balance sheets as at the close of each
such period, and unaudited consolidated statements of income and an unaudited
consolidated statement of cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its chief financial
officer;


(c) 
together with the financial statements required hereunder, a compliance
certificate in substantially the form of Exhibit D signed by the Borrower’s
chief financial officer showing the calculations necessary to determine
compliance with this Agreement and stating that no Default or Event of Default
exists, or if any Default or Event of Default exists, stating the nature and
status thereof;


(d)  as
soon as possible and in any event within 10 days after any Responsible
Officer of the Borrower knows that (i) any Reportable Event has occurred
with respect to any Plan, (ii) any Withdrawal Liability has been incurred
with respect to any Multiemployer Plan or (iii) the Borrower or any member
of the Controlled Group has received 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, a statement, signed by the chief financial officer of
the Borrower, describing such Reportable Event, Withdrawal Liability or notice
and the action which the Borrower proposes to take with respect thereto;










  
 46



(e) 
promptly upon the furnishing thereof to the shareholders of the
Borrower, copies of all financial statements, reports and proxy statements so
furnished;


(f) 
promptly upon the filing thereof, copies of all registration statements
and annual, quarterly, monthly or other regular reports which the Borrower or
any Consolidated Subsidiary files with the Securities and Exchange Commission
or financial reports material to the interests of the Lenders or to the ability
of the Borrower to perform its obligations under the Loan Documents; and


(g) 
such other information (including financial information and any
information required by the Patriot Act or any other “know your customer” or
similar laws or regulations) as the Agent or any Lender may from time to time
reasonably request.


The financial statements
required to be delivered by the Borrower pursuant to Section 5.04(a) and
(b) and the reports and statements required to be delivered by the Borrower
pursuant to Section 5.04(e) and (f) shall be deemed to have been delivered
(i) when reports containing such financial statements or other materials
are posted on the Borrower’s website on the internet at http://ir.janus.com (or
any successor page identified in a notice given to the Agent and the Lenders)
or on the SEC’s website on the internet at www.sec.gov and the Borrower has
notified the Agent (who in turn shall notify the Lenders) that such reports
have been so posted or (ii) when such financial statements, reports or
statements are delivered in accordance with Section 9.17(a).


SECTION
5.05.  Other
Notices.  Promptly and in any event
within five Business Days after a Responsible Officer of the Borrower becomes
aware thereof, the Borrower will, and will cause each Subsidiary to, give
notice in writing to the Lenders of the occurrence of any Default or Event of
Default and of any other development, financial or otherwise, which could
reasonably be expected to result in a Material Adverse Effect.


SECTION
5.06.  Books
and Records; Access to Properties and Inspections.  The Borrower will, and will cause each
Subsidiary to, keep proper books and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business
and activities.  The Borrower will, and
will cause each Subsidiary to, permit the Agent and the Lenders to make
reasonable inspections during regular business hours of the properties,
corporate books and financial records of the Borrower and each Subsidiary, to
make reasonable examinations and copies of the books of accounts and other
financial records of the Borrower and each Subsidiary, and to discuss the
affairs, finances and accounts of the Borrower and each Subsidiary with, and to
be advised as to the same by, their respective officers at such reasonable
times and intervals as the Lenders may designate; provided that
(a) any inspection by any Lender shall be at such Lender’s own expense,
(b) unless a Default or Event of Default shall have occurred and be
continuing, there shall be no more than two such inspections during 










  
 47



any fiscal year and (c) the Lenders
shall coordinate the timing of their inspections through the Agent and provide
reasonable notice thereof.


SECTION
5.07.  Use
of Proceeds.  The Borrower will use
the proceeds of the Loans for the purposes set forth in the recitals to this
Agreement.


ARTICLE VI


NEGATIVE COVENANTS


The Borrower covenants
and agrees with each Lender with respect to itself and the Subsidiaries that,
until the Commitments have expired or been terminated and the principal of or
interest on each Loan, all Fees or all other expenses or amounts payable under
any Loan Document shall have been paid in full, unless the Required Lenders
shall otherwise consent in writing:


SECTION 6.01.  Indebtedness
of Subsidiaries.  (a)  The Borrower will not permit any Subsidiary
to incur, create or suffer to exist any Indebtedness, except:


(i)  Indebtedness incurred
to finance all or a portion of the purchase price of assets acquired in the
ordinary course of its financial services businesses (and any Replacement
Indebtedness in respect thereof), which Indebtedness or Replacement
Indebtedness is secured solely by a Lien on the assets being acquired; provided
that the amount of such Indebtedness or Replacement Indebtedness does not
exceed such purchase price and such Indebtedness or Replacement Indebtedness
would not cause a Default or an Event of Default under any other Section of
this Agreement;


(ii)  Indebtedness of any
Subsidiary to the Borrower or any other Subsidiary;


(iii)  Indebtedness under
the Loan Documents;


(iv)  Indebtedness deemed
to exist in connection with any Sale-Leaseback Transaction permitted pursuant
to Section 6.03;


(v)  Indebtedness under
repurchase agreements or reverse repurchase agreements secured by Liens
permitted pursuant to Section 6.02(j);


(vi)  Indebtedness of a
Person existing at the time such Person becomes a Subsidiary and any
Replacement Indebtedness in respect thereof; provided, that such
Indebtedness was not created in contemplation of such Person becoming a
Subsidiary;


(vii)  existing
Indebtedness as set forth on Schedule 6.01 hereto and any Replacement
Indebtedness  in respect thereof;










  
 48



(viii)  Guarantees of
Indebtedness permitted under clauses (i) through (v) or clause (ix) of this
Section; and


(ix)  other Indebtedness
of any Subsidiary; provided that the aggregate principal amount of all Indebtedness
incurred under this clause (ix) shall not exceed $25,000,000 at any one
time outstanding.


SECTION
6.02.  Liens.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur, or
suffer to exist any Lien in or on its property (now or hereafter acquired), or
on any income or revenues or rights in respect of any thereof, except:


(a) 
Liens for taxes, assessments or governmental charges or levies on its
property if the same shall not at the time be delinquent or thereafter can be
paid without penalty, or are being contested in good faith and by appropriate
proceedings;


(b) 
Liens imposed by law, such as carriers’, warehousemen’s and mechanics’
liens and other similar liens arising in the ordinary course of business that
secure payment of obligations not more than 60 days past due except for
such Liens as are being contested in good faith by appropriate proceedings;


(c) 
Liens arising out of pledges or deposits under worker’s compensation
laws, unemployment insurance, old age pensions, or other social security or
retirement benefits, or similar legislation;


(d) 
Utility easements, building restrictions and such other encumbrances or
charges against real property as are of a nature generally existing with
respect to properties of a similar character and that do not in any material
way affect the marketability of the same or interfere with the use thereof in
the business of the Borrower or the Subsidiaries;


(e) 
Liens existing on the date hereof and described in Schedule 6.02
hereto and Liens extending or replacing such Liens; provided that such
Liens (including any such extension or replacement Liens) shall secure only
those obligations that they secure on the date hereof and Replacement
Indebtedness in respect thereof and shall encumber only the assets that they
encumber on the date hereof);


(f) 
Liens granted on property or assets solely to secure Indebtedness
evidencing all or a portion of the purchase price of such property or assets or
any refinancing thereof; provided that such Liens attach only to the
property or assets being acquired and that any such refinancing does not
increase the aggregate principal amount of such Indebtedness, but only to the
extent that such Indebtedness would not result in a Default or an Event of
Default under any other Section of this Agreement;










  
 49



(g) 
any Lien on Excess Margin Stock;


(h) 
Liens deemed to exist in connection with Permitted B Share Transactions;
provided that such Liens extend only to B Share Fees and not to any
other assets of the Borrower and the Subsidiaries;


(i) 
Environmental Liens securing clean-up costs or fines not in excess of
$25,000,000 in aggregate principal amount, excluding Environmental Liens that
are being contested in good faith by appropriate proceedings and the
enforcement of which is stayed;


(j) 
Liens deemed to exist in connection with repurchase agreements or
reverse repurchase agreements entered into by the Borrower or any Subsidiary in
connection with the investment of available cash;


(k) 
judgment Liens in respect of judgments that have not resulted in an
Event of Default under clause (i) of Article VII hereof;


(l) 
other Liens securing Indebtedness in an aggregate principal amount not
to exceed $100,000,000 at any time outstanding; and


(m) 
any Lien existing on any property before the acquisition thereof or
existing on any property of any Person that becomes a Subsidiary after the date
hereof before the time such Person becomes a Subsidiary and Liens extending or
replacing such Liens; provided that (a) no such Lien is created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (b) no such Lien shall apply to any
other property and (c) no such Lien shall secure obligations other than
those obligations which it secures on the date of such acquisition or the date
such Person becomes a Subsidiary and Replacement Indebtedness in respect
thereof, as the case may be.


SECTION 6.03.  Sale
and Lease-Back Transactions.  The
Borrower will not, and will not permit any Subsidiary to, 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 (a “Sale and
Leaseback Transaction”); except that the Borrower or any Subsidiary may
enter into any Sale and Leaseback Transaction if (i) at the time of such
transaction no Default or Event of Default shall have occurred and be
continuing, (ii) the proceeds from the sale of the subject property shall
be at least equal to its fair market value on the date of such sale and (iii) the
aggregate amount of all Attributable Debt in connection with all Sale and
Leaseback Transactions of the Borrower and the Subsidiaries (other than Sale
and Leaseback Transactions consummated prior to the Restatement Effective Date,
and set forth on Schedule 6.03) does not at any time exceed $100,000,000.










  
 50



SECTION
6.04.  Mergers,
Consolidations and Transfers of Assets. 
The Borrower will not, and will not permit any Subsidiary to, 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 any substantial part of
its assets (whether now owned or hereafter acquired) or any capital stock of
any Subsidiary, except that (a) the Borrower and any Subsidiary may sell
assets in the ordinary course of business, (b) the Borrower may sell or
transfer assets in connection with Permitted B Share True Sale Transactions,
(c) the Borrower and any Subsidiary may dispose of Excess Margin Stock,
(d) the Borrower may sell, transfer, assign or otherwise dispose of
Capital Group Partners’ printing and fulfillment operations and corresponding
assets and (e) if at the time thereof and immediately after giving effect
thereto no Event of Default or Default shall have occurred and be continuing
(i) any wholly owned Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any
wholly owned Subsidiary may merge into or consolidate with any other wholly
owned Subsidiary in a transaction in which the surviving entity is a wholly
owned Subsidiary and no person other than the Borrower or a wholly owned
Subsidiary receives any consideration and (iii) the Borrower and the Subsidiaries
may sell, transfer, lease or dispose of out of the ordinary course of business
assets having depreciated book values (determined in accordance with GAAP) that
at the time of any such disposition do not exceed in the aggregate for all
assets so disposed of during the term of this Agreement 10% of Consolidated
Total Assets at the end of the then most recent fiscal quarter for which
financial statements shall have been delivered pursuant to Section 5.04


SECTION
6.05.  Transactions
with Affiliates.  The Borrower will not, and will not permit any
Subsidiary to, sell or transfer any property or assets to, or purchase or
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates (other than the Borrower or any
Subsidiary), except that the Borrower or any Subsidiary may engage in any of
the foregoing transactions in the ordinary course of business at prices and on
terms and conditions which, taken as a whole, are not less favorable to the
Borrower or such Subsidiary than would prevail in an arm’s-length transaction
with unrelated third parties.


SECTION
6.06.  Certain
Other Agreements.  The Borrower will
not, and will not permit any Subsidiary to (i) be bound by or enter into any
agreement, amendment, covenant, understanding or revision to any agreement
which directly or indirectly (through the application of financial covenants or
otherwise) prohibits or restricts the ability of such Subsidiary to declare and
pay dividends or make any loans or advances or any other distribution to the
Borrower (except for limitations on the payment of dividends set forth in
Schedule 3.15 or imposed by applicable law) or (ii) be bound by or enter
into any agreement, indenture, contract, instrument, amendment or lease containing
any covenant restricting the incurrence of Indebtedness or governing the
Borrower’s and the Subsidiaries’ financial condition if such covenant is more
restrictive than the analogous provision of this Agreement unless (A) the
Borrower has delivered a copy of such document to the Agent not less than
10 Business Days prior to executing the same and (B) the Borrower
enters into an amendment to this Agreement to add the more restrictive covenant
or to conform the analogous provision of this Agreement to such 










  
 51



more restrictive covenant; provided,
that the foregoing shall not apply to prohibitions, restrictions and conditions
contained in agreements relating (x) to secured Indebtedness permitted
hereunder, if such prohibitions, restrictions and conditions apply only to (1)
assets other than cash securing such Indebtedness or (2) cash in an amount not
greater than the principal amount of such Indebtedness that has been deposited
in a collateral or similar account to cash collateralize such Indebtedness or
(y) to the sale of a Subsidiary or any assets pending such sale, if such
prohibitions, restrictions and conditions apply only to the Subsidiary or asset
that is to be sold and such sale is permitted hereunder.


SECTION
6.07.  Certain
Financial Covenants.  The Borrower will
not:


(a) 
permit the Leverage Ratio on any date to be in excess of 3.75 to 1.00;
and


(b) 
permit the Interest Coverage Ratio to be less than 4.00 to 1.00 for any
period of four fiscal quarters ending after the date hereof.


SECTION
6.08.  Margin
Stock.  (a)  The Borrower
will not, nor will it permit any Subsidiary to, purchase or otherwise acquire
Margin Stock if, after giving effect to any such purchase or acquisition,
Margin Stock owned by the Borrower and the Subsidiaries would represent more
than 25% of the assets of the Borrower and the Subsidiaries on a consolidated
basis (valued in accordance with Regulation U); provided that
notwithstanding the foregoing, the Borrower may repurchase its capital stock
pursuant to the Borrower’s stock buyback program described in the Borrower’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
March 7, 2006, or any future stock buyback program approved by the Borrower’s
Board of Directors.  For purposes of this
Section 6.08(a), on any date of determination, Margin Stock and the total
assets of the Borrower and the Subsidiaries will be valued in a manner
determined by the Borrower in good faith and consistent with the requirements
of Regulation U.


(b)  The Borrower will not, nor will it permit
any Subsidiary to, cause any capital stock owned by it to become Margin Stock
unless prior to such time this Agreement shall have been amended in a manner
reasonably satisfactory to the Borrower and the Agent (i) to cause all Margin
Stock owned by the Borrower and the Subsidiaries to be subject to the
restrictions of Section 6.02 and Section 6.04 and (ii) to require the
Regulation U margin requirements to be met at all times.


SECTION
6.09.  Limitation
on Investments in Capital Group Partners. 
So long as the Borrower shall own, maintain and operate the printing and
fulfillment operations of Capital Group Partners, then the Borrower shall not
make, or permit any Subsidiary to make, any loans, advances or capital
contributions to, or other investments of any kind in, Capital Group Partners
or any of its subsidiaries, except that the Borrower may (i) make regularly
scheduled payments of interest and principal in respect of any Indebtedness of
the Borrower that shall have been purchased or otherwise acquired by Capital
Group Partners from third parties, (ii) make investments in Capital Group
Partners in an aggregate principal amount not to exceed $5,000,000 during any
fiscal year 










  
 52



and (iii) contribute any of the Borrower’s
ownership interests (including options) of Perkins, Wolf, McDonnell and
Company, LLC.


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 by or on behalf of
the Borrower or any Subsidiary to the Lenders or the Agent, or any information
or report furnished by the Borrower or any Subsidiary to the Lenders or the
Agent, in each case under or in connection with any Loan Document, shall be
materially false on the date as of which made or furnished;


(b) 
nonpayment by the Borrower of principal of any Loan when due;


(c) 
nonpayment by the Borrower of interest upon any Loan or of any Fee or
other Obligations (other than an amount referred to in (b) above) under any of
the Loan Documents within five Business Days after the same becomes due;


(d) 
the breach by the Borrower of any of the terms or provisions of
Section 5.07 or Article VI;


(e) 
the breach by the Borrower (other than a breach which constitutes an
Event of Default under (a), (b), (c) or (d) above) of any of the terms or
provisions of this Agreement or any other Loan Document which is not remedied
within 30 days after written notice from the Agent or any Lender;


(f) 
the failure of the Borrower or any Subsidiary to pay any Indebtedness in
excess of $25,000,000 (or its equivalent in any other currency) in aggregate
principal amount when due; or the occurrence of any default or any change in
control or similar event that under the terms of any agreement or instrument
governing any Indebtedness of the Borrower or any Subsidiary in excess of
$25,000,000 (or its equivalent in any other currency) in aggregate principal
amount shall cause, or to permit the holder or holders of such Indebtedness or
a trustee or other representative acting on their behalf to cause, such
Indebtedness to become due prior to its stated maturity or permit the holder or
holders of such Indebtedness or a trustee or other representative acting on
their behalf to require such Indebtedness to be repurchased or redeemed prior
to its stated maturity;


(g) 
the Borrower or any Subsidiary shall (i) have an order for relief
entered with respect to it under the Federal Bankruptcy Code, (ii) not
pay, or admit in writing its inability to pay, its debts generally as they
become due,
















  
 53


(iii) make a general assignment for the benefit of creditors,
(iv) apply for, seek, consent to, or acquiesce in, the appointment of a
receiver, custodian, trustee, examiner, liquidator or similar official for it
or any substantial part of its property, (v) institute any proceeding
seeking an order for relief under the Federal Bankruptcy Code or seeking to
adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors or fail to file an answer or other pleading denying the
material allegations of any such proceeding filed against it, (vi) take
any corporate action to authorize or effect any of the foregoing actions set
forth in this paragraph (g) or (vii) fail to contest in good faith
any appointment or proceeding described in the following paragraph (h);


(h) 
without the application, approval or consent of the Borrower or any
Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall
be appointed for the Borrower or any Subsidiary or any substantial part of its
property, or a proceeding described in clause (v) of the preceding
paragraph (g) shall be instituted against the Borrower or any Subsidiary
and such appointment shall continue undischarged or such proceeding shall
continue undismissed or unstayed for a period of 60 consecutive days;


(i) 
any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of all of the property of the
Borrower or any Subsidiary or an amount of such property or assets having
depreciated book values (determined in accordance with GAAP) that in the
aggregate for all properties and assets so appropriated or taken during the
term of this Agreement exceed 7.5% of Consolidated Total Assets on any date of
determination;


(j) 
the Borrower or any Subsidiary shall fail within 30 days to pay,
bond or otherwise discharge any judgment or order for the payment of money in
excess of $25,000,000 (or its equivalent in any other currency) that is not
stayed on appeal or otherwise being appropriately contested in good faith; provided,
that any such judgment or order shall not give rise to an Event of Default
under this clause (j) if and so long as (A) the amount of such
judgment or order which remains unsatisfied is covered by a valid and binding
policy of insurance between the Borrower or such Subsidiary and a financially
responsible insurer covering full payment of such unsatisfied amount and
(B) such insurer has acknowledged coverage of the amount of such judgment
or order;


(k) 
the Unfunded Liabilities of all Plans shall exceed in the aggregate
$25,000,000, or any Reportable Event shall occur in connection with any Plan or
any Withdrawal Liability in excess of $25,000,000 shall be incurred with
respect to any Multiemployer Plan or the Borrower or any member of the
Controlled Group has received any notice concerning the imposition of 










  
 54



Withdrawal Liability in excess of $25,000,000 or a determination that a
Multiemployer Plan with respect to which the potential Withdrawal Liability of
the Borrower or any member of the Controlled Group would exceed $25,000,000 is,
or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA;


(l)  a
Change in Control shall have occurred; or


(m) 
any Loan Document shall cease at any time to be valid, enforceable or in
full force and effect, or the Borrower or any Subsidiary shall so assert in
writing;


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 Agent, 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 accrued hereunder and under any other
Loan Document, 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 herein or in any other
Loan Document to 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 accrued hereunder and under any other Loan Document, 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 or in any other Loan Document to the
contrary notwithstanding.


ARTICLE VIII


THE AGENT


In order to expedite the
transactions contemplated by this Agreement, Citibank is hereby appointed to
act as Agent on behalf of the Lenders. 
Each of the Lenders hereby irrevocably authorizes the Agent to take such
actions on behalf of such Lender and to exercise such powers as are
specifically delegated to the Agent by the terms and provisions hereof and of
the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto.  The Agent
is hereby expressly authorized by the Lenders, without hereby limiting any
implied authority; (a) to receive on behalf of the Lenders all payments of
principal of and interest on the Loans and all other amounts due to the Lenders
hereunder, and promptly to distribute to each Lender its proper share of each
payment so received; (b) to give notice on behalf of each of the Lenders to the
Borrower of any Event of Default of which the Agent has actual 










  
 55



knowledge acquired
in connection with its agency hereunder; and (c) to distribute to each
Lender copies of all notices, financial statements and other materials
delivered by the Borrower pursuant to this Agreement as received by the Agent.


Neither the Agent nor any
of its directors, officers, employees or agents shall be liable for any action
taken or omitted by any of them except for its or his own gross negligence or
wilful misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrower of any of the terms, conditions,
covenants or agreements contained in any Loan Document.  The Agent shall not be responsible to the
Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or any other Loan Document, instrument or
agreement.  The Agent shall in all cases
be fully protected in acting, or refraining from acting, in accordance with
written instructions signed by the Required Lenders and, except as otherwise
specifically provided herein, such instructions and any action or inaction
pursuant thereto shall be binding on all the Lenders.  The Agent shall, in the absence of knowledge
to the contrary, be entitled to rely on any instrument or document believed by
it in good faith to be genuine and correct and to have been signed or sent by
the proper person or persons.  Neither
the Agent nor any of its directors, officers, employees or agents shall have
any responsibility to the Borrower on account of the failure of or delay in
performance or breach by any Lender of any of its obligations hereunder or to
any Lender on account of the failure of or delay in performance or breach by
any other Lender or the Borrower of any of their respective obligations
hereunder or under any other Loan Document or in connection herewith or
therewith.  The Agent may execute any and
all duties hereunder by or through agents or employees and shall be entitled to
rely upon the advice of legal counsel selected by it with respect to all
matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.


The Lenders hereby
acknowledge that the Agent shall be under no duty to take any discretionary
action permitted to be taken by it pursuant to the provisions of this Agreement
unless it shall be requested in writing to do so by the Required Lenders.


Subject to the appointment
and acceptance of a successor Agent as provided below, the Agent may resign at
any time by notifying the Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, after consultation with the Borrower, to appoint
a successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent which shall be a bank with an office in New York, New York,
having a combined capital and surplus of at least $500,000,000 or an Affiliate
of any such bank.  Upon the acceptance of
any appointment as Agent hereunder by a successor bank, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent and the retiring Agent shall be discharged from its
duties and obligations hereunder.  After
the Agent’s resignation hereunder, the provisions of this Article and
Section 9.05 shall 










  
 56



continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Agent.


With respect to the Loans
made by it hereunder, the Agent in its individual capacity and not as Agent
shall have the same rights and powers as any other Lender and may exercise the
same as though it were not the Agent, and the Agent 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 Agent.


Each Lender agrees (i) to
reimburse the Agent, on demand, in the amount of its pro rata share (based on
its Commitment hereunder or, if the Total Commitment shall be terminated, the
percentage it holds of the aggregate outstanding principal amount of the Loans
and participations in Swingline Loans) of any expenses incurred for the benefit
of the Lenders by the Agent, including counsel fees and compensation of agents
and employees paid for services rendered on behalf of the Lenders, which shall
not have been reimbursed by the Borrower and (ii) to indemnify and hold
harmless the Agent and any of its directors, officers, employees, agents or
advisors, on demand, in the amount of such pro rata share, from and
against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as the Agent or any of them in any way relating to
or arising out of this Agreement or any other Loan Document or any action taken
or omitted by it or any of them under this Agreement or any other Loan
Document, to the extent the same shall not have been reimbursed by the
Borrower; provided that no Lender shall be liable to the Agent or any of
its directors, officers, employees, agents or advisors for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the gross negligence or
wilful misconduct of the Agent or any of its directors, officers, employees,
agents or advisors.


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


Each Lender hereby
acknowledges that the Syndication Agent has no duties or responsibilities
hereunder other than in its capacity as a Lender.










  
 57



ARTICLE IX


MISCELLANEOUS


SECTION
9.01.  Notices.  Except as otherwise specifically provided for
in this Agreement (including, without limitation, in Sections 5.04 and
9.17), notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed or sent by
facsimile transmission or other telegraphic communications equipment of the
sending party, as follows:


(a)  if
to the Borrower, to it at 151 Detroit Street, Denver, CO 80206 Attention
of Senior Vice President and Treasurer (Telecopy
No. (303) 316-5651) with a copy to General Counsel (Telecopy
No. (303) 316-5728);


(b)  if
to the Agent or the Swingline Lender, to it at Citibank, N.A., Two Penns Way,
Suite 200, New Castle, DE 19720, Attention of Gregory Victor (Telecopy
No. (212) 994-0961); and


(c)  if
to a Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.


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 if
delivered by hand or overnight courier service or sent by facsimile or other
telegraphic communications equipment of the sender, or on the date five
Business Days after dispatch by certified or registered mail if mailed, in each
case delivered, sent or mailed (properly addressed) to such party as provided
in this Section or in accordance with the latest unrevoked direction from such
party given in accordance with this Section; provided, that, unless
otherwise specifically provided in Article II, all notices given under
Article II shall be delivered by hand or overnight courier service or sent by
facsimile.


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 or any other Loan Document shall be considered to
have been relied upon by the Lenders and shall survive the making by the
Lenders of the Loans, regardless of any investigation made by the Lenders 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 or any other Loan Document is outstanding and
unpaid and so long as the Commitments have not been terminated.


SECTION
9.03.  Effectiveness;
Binding Effect.  (a)  Subject to Section 4.02, this Agreement
shall become effective when it shall have been executed by the Borrower and the
Agent and when the Agent shall have received copies hereof which, when taken
together, bear the signatures of all the Lenders, and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent and each
Lender and their respective successors and assigns, except that the Borrower
shall not have the right 










  
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to assign its rights hereunder or any
interest herein without the prior consent of all the Lenders.  Delivery of an executed signature page of any
Loan Document by facsimile transmission or electronic transmission (PDF) shall
be effective as delivery of a manually executed counterpart thereof.


(b)  The parties hereto intend, by
executing and delivering this Agreement, to amend and restate the Existing
Credit Agreement in the form hereof.  If,
for any reason, this Agreement shall not be effective to amend and restate the
Existing Credit Agreement or any provision thereof, then this Agreement shall
be given effect as a new credit agreement among the parties hereto, each of
which agrees, for itself and its permitted successors and assigns, to be bound
by the terms and provisions set forth herein.


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 successors
and assigns of such party; and all covenants, promises and agreements by or on
behalf of the Borrower, the Agent 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 Standby Loans
at the time owing to it); provided, however, that (i) each
such assignment shall be to an Eligible Assignee, (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
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 Agent) shall not be less than
$10,000,000 (or, if less, the remaining amount of such Lender’s Loans and
Commitments) and shall be an integral multiple of $1,000,000, (iv) the
parties to each such assignment shall execute and deliver to the Agent an
Assignment and Acceptance and the Lenders party to such Assignment and
Acceptance shall pay to the Agent a processing and recordation fee of $3,500
(except that no recordation fee shall be required if the assignee is an
Affiliate of the assignor) and (v) the assignee, if it shall not be a Lender,
shall deliver to the Agent an Administrative Questionnaire.  Upon acceptance and recording pursuant to
paragraph (e) of this Section, from and after the effective date specified
in each Assignment and Acceptance, which effective date shall be at least five
Business Days after the execution thereof, (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 2.15, 2.17, 2.21 and 9.05, as well as to any Fees accrued for its
account hereunder and not yet paid)). 
Notwithstanding the foregoing, any Lender assigning its rights and
obligations under this 










  
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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 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
Standby 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,
any other Loan Document 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, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee
represents and warrants that it is an Eligible Assignee and 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 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 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 Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the 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 Agent 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 in the absence of manifest
error and the Borrower, the Agent and the Lenders may treat each person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. 
The Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.










  
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(e)  Upon its receipt of a duly completed
Assignment and Acceptance executed by an assigning Lender and an assignee and,
if applicable, the Swingline Lender, 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
and the Agent to such assignment, the Agent shall (i) accept such
Assignment and Acceptance, (ii) record the information contained therein
in the Register and (iii) give prompt notice thereof to the Lenders.


(f)  Each Lender may without the consent of
the Borrower, the Swingline Lender or the 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 2.15, 2.17 and 2.21 to the same extent as if they were Lenders, provided
that the participating banks or other entities shall not be entitled to receive
any more than the selling Lender would have received had it not sold the
participation and (iv) the Borrower, the Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to
the Loans 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 changing 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, 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 proposed assignee or participant shall execute a
confidentiality agreement in the form of Exhibit E hereto.


(h)  Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender”) may grant to
a special purpose funding vehicle (an “SPC”) of such Granting Lender,
identified as such in writing from time to time by the Granting Lender to the
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 Section 2.01, provided that (i) nothing herein
shall constitute a commitment to make any Loan by any SPC, (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, (iii) such Granting Lender’s other
obligations under this Agreement shall remain unchanged, (iv) such 










  
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Granting Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (v) the Borrower, the Agent and the other Lenders shall continue to
deal solely and directly with such Granting Lender in connection with such
Granting Lender’s rights and obligations under this Agreement.  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 the 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 related 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 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 or similar proceedings under the laws of the United States or any
State thereof.  In addition,
notwithstanding anything to the contrary contained in this Section or in
Section 9.16, any SPC may (i) with notice to, but without the prior
written consent of, the Borrower or the Agent and without paying any processing
fee therefor, assign all or a portion of its interests in any Loans to its
Granting Lender or to any financial institutions providing liquidity and/or
credit facilities to or for the account of such SPC to fund the Loans made by
such SPC or to support the securities (if any) issued by such SPC to fund such
Loans and (ii) disclose on a confidential basis, to the extent such
disclosure would be permitted under Section 9.16 if such SPC were a Lender, any
non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of a surety, guarantee or credit or
liquidity enhancement to such SPC.


(i)  Any Lender may at any time assign all
or any portion of its rights under this Agreement to a Federal Reserve Bank; provided
that no such assignment shall release a Lender from any of its obligations
hereunder.  In order to facilitate such
an assignment to a Federal Reserve Bank, the Borrower shall, at the request of
the assigning Lender, duly execute and deliver to the assigning Lender a
promissory note or notes evidencing the Loans made by the assigning Lender
hereunder.


(j)  The Borrower shall not assign or
delegate any of its rights or duties hereunder.


SECTION
9.05.  Expenses;
Indemnity.  (a)  The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Agent and its Affiliates in connection
with the arrangement and syndication of the credit facility established hereby,
the preparation of this Agreement and the other Loan Documents and any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not
the transactions hereby contemplated shall be consummated and except for such
costs and expenses incurred after the termination of this Agreement), or
incurred by the Agent or any Lender in connection with the enforcement or
protection of their rights in connection with this Agreement, the other Loan
Documents or the Loans made hereunder, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore LLP and, in connection
with any such enforcement or protection, the reasonable fees, charges and
disbursements of any other counsel for the Agent or any Lender (it being agreed
that, 










  
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except in connection with any such
enforcement or protection, the Borrower shall be responsible for the fees,
charges and disbursements of only one counsel unless, in the judgment of the
Agent, additional counsel shall be required as a result of any conflict of
interests).  The Borrower further agrees
that it shall indemnify the Lenders from and hold them harmless against any
documentary taxes, assessments or charges made by any Governmental Authority by
reason of the execution and delivery of this Agreement or any of the other Loan
Documents.


(b)  The Borrower agrees to indemnify the
Agent, each Lender and each of their respective directors, officers, employees,
agents and advisors (each such person being called an “Indemnitee”)
against, and to hold each Indemnitee harmless from, any and all claims,
liabilities and expenses (including, without limitation, reasonable counsel
fees, charges and disbursements of one counsel selected by the Agent for all
the Indemnitees, such local counsel as the Agent may in good faith deem
advisable and, in the event a conflict of interest makes it inadvisable for a
single counsel to represent all the Indemnitees, such additional counsel as may
be required by reason of such conflict), incurred by or asserted against any
Indemnitee arising out of or in connection with (i) the execution or delivery
of this Agreement or any other Loan Document 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 (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 claim (whether brought by a Lender or any other person), damage,
liability or expense is determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from (x) the gross negligence
or wilful misconduct of such Indemnitee or (y) the material breach of such
Indemnitee’s obligations under this Agreement or any other Loan Document or any
agreement or instrument contemplated thereby. 
Each of the parties hereto also agrees not to assert any claim for
special, indirect, consequential or punitive damages against the Agent, any
Lender, any of their Affiliates, or any of their respective directors,
officers, employees, attorneys and agents, on any theory of liability, arising
out of or otherwise relating to this Agreement, any of the transactions
contemplated herein or the actual or proposed use of proceeds of the Loans.


(c)  The provisions of this Section 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 invalidity or unenforceability
of any term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of the Agent or any Lender.  All amounts due under this Section shall be
payable on 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, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the 










  
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Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement and
other Loan Documents held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or such other Loan
Document and although such obligations may be unmatured.  The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.


SECTION
9.07.  Applicable
Law.  THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.


SECTION
9.08.  Waivers;
Amendment.  (a)  No failure or delay of the Agent or any
Lender 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 Agent and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies which they would
otherwise have.  No waiver of any
provision of this Agreement or any other Loan Document 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 waive or excuse any such payment or any part thereof, or decrease the
rate of interest on any Loan, without the prior written consent of each Lender
affected thereby, (ii) change or extend the Commitment or decrease or
extend the date for payment of the Facility Fees or Utilization Fees of any
Lender without the prior written consent of such Lender, (iii) amend or
modify the provisions of Section 2.18, the provisions of this Section or
the definition of “Required Lenders” without the prior written consent of each
Lender or (iv) release Janus Capital Management LLC from the LLC
Guarantee, or limit its liability in respect of the LLC Guarantee, in any case
without the prior written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Agent or the Swingline Lender hereunder without the prior written
consent of the Agent or the Swingline Lender, as the case may be.  Notwithstanding the foregoing, any provision
of this Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Agent if (A) by the terms of such agreement
the Commitment of each Lender not consenting to the amendment provided for
therein shall terminate upon the effectiveness of such amendment and (B) at the
time such amendment becomes effective, each Lender not consenting thereto
receives payment in full of the principal of and interest accrued on 










  
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each Loan made by it and all other amounts
owing to it or accrued for its account under this Agreement; provided
that the Borrower may prevent any such amendment from becoming effective by a
notice delivered to the Agent at any time prior to such effectiveness, in which
case the Commitments of the non-consenting Lenders will not terminate and their
Loans will not be required to be repaid. 
Each Lender shall be bound by any waiver, amendment or modification authorized
by this Section and any consent by any Lender pursuant to this Section shall
bind any person subsequently acquiring a Loan from it.


SECTION
9.09.  Interest
Rate Limitation.  Notwithstanding
anything herein to the contrary, if at any time the applicable interest rate,
together with all fees and charges which are treated as interest under
applicable law (collectively the “Charges”), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
lawful rate (the “Maximum Rate”) which may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law,
the rate of interest payable on the Loans made by such Lender, together with
all Charges payable to such Lender, shall be limited to the Maximum Rate.


SECTION
9.10.  Entire
Agreement.  This Agreement and the
other Loan Documents constitute the entire contract between the parties
relative to the subject matter hereof. 
Any previous agreement among the parties with respect to the subject
matter hereof is superseded by this Agreement and the other Loan
Documents.  Nothing in this Agreement or
in the other Loan Documents, expressed or implied, is intended to confer upon
any party other than the parties hereto and thereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement or the other
Loan Documents.


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 or any of the other
Loan Documents.  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 and the other Loan Documents, as applicable, by,
among other things, the mutual waivers and certifications in this Section.


SECTION
9.12.  Severability.  In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document 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.  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.










  
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SECTION
9.13.  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract, and shall become effective as
provided in Section 9.03.


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)  Each party to this Agreement
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 the other Loan Documents, 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 any party may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
other party or its properties in the courts of any jurisdiction.


(b)  Each party to this Agreement hereby
irrevocably and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to
this Agreement or the other Loan Documents 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;
Material Non-Public Information.  

(a)  Each Lender agrees to keep
confidential and not to disclose (and to cause its officers, directors,
employees, agents, Affiliates and representatives to keep confidential and not
to disclose) all Information (as defined below), except that such Lender shall
be permitted to disclose Information (i) to such of its officers,
directors, employees, advisors, agents, Affiliates and representatives as need
to know such Information in connection with the servicing and protection of its
interests in respect of its Loans and Commitments, the Loan Documents and the
Transactions; (ii) to the extent required by applicable laws and
regulations or by any subpoena or similar legal process or requested by any 










  
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Governmental Authority having or claiming to
have jurisdiction over such Lender; (iii) to the extent such Information
(A) becomes publicly available other than as a result of a breach by such
Lender of this Agreement, (B) is generated by such Lender or becomes
available to such Lender on a nonconfidential basis from a source other than
the Borrower or its Affiliates or the Agent, or (C) was available to such
Lender on a nonconfidential basis prior to its disclosure to such Lender by the
Borrower or its Affiliates or the Agent; (iv) as provided in
Section 9.04(g); or (v) to the extent the Borrower shall have
consented to such disclosure in writing. 
As used in this Section, “Information” shall mean the Confidential
Memorandum and any other confidential materials, documents and information
relating to the Borrower that the Borrower or any of its Affiliates may have
furnished or made available or may hereafter furnish or make available to the
Agent or any Lender in connection with this Agreement.


(b)  Each Lender acknowledges that
Information furnished to it pursuant to this Agreement may include material non–public
information concerning the Borrower and its Affiliates or the Borrower’s
securities, and confirms that it has developed compliance procedures regarding
the use of material non-public information and that it will handle such
material non-public information in accordance with those procedures and
applicable law, including Federal and state securities laws.


(c)  All information, including requests
for waivers and amendments, furnished by any Borrower or the Agent pursuant to,
or in the course of administering, this Agreement will be syndicate-level
information, which may contain material non-public information about the
Borrower and its Affiliates or the Borrower’s securities.  Accordingly, each Lender represents to the
Borrower and the Agent that it has identified in its Administrative
Questionnaire a credit contact who may receive information that may contain
material non-public information in accordance with its compliance procedures
and applicable law, including Federal and state securities laws.


(d)  Each Transferee shall be deemed, by
accepting any assignment or participation hereunder, to have agreed to be bound
by this Section.


SECTION
9.17.  Electronic
Communications.  (a)  The Borrower hereby agrees that, unless
otherwise requested by the Agent, it will provide to the Agent all information,
documents and other materials that it is obligated to furnish to the Agent
pursuant to Section 5.04(a), (b), (e) and (f) the “Communications”) by
transmitting the Communications in an electronic/soft medium (provided such
Communications contain any required signatures) in a format reasonably
acceptable to the Agent to oploanswebadmin@citigroup.com (or such other e-mail
address as shall be designated by the Agent from time to time); provided,
that any delay or failure to comply with the requirements of this
Section 9.17(a) shall not constitute a Default or an Event of Default
hereunder.


(b)  Each party hereto agrees that the
Agent may make the Communications available to the Lenders by posting the
Communications on IntraLinks or another relevant website, if any, to which each
Lender and the Agent have access (whether a commercial, third-party website or
whether sponsored by the Agent) (the 










  
 67



“Platform”).  Nothing in this Section shall prejudice the
right of the Agent to make the Communications available to the Lenders in any
other manner specified in the Loan Documents.


(c)  Each Lender agrees that e-mail notice
to it (at the address provided pursuant to the next sentence and deemed
delivered as provided in the next paragraph) specifying that Communications
have been posted to the Platform shall constitute effective delivery of such
Communications to such Lender for purposes of the Loan Documents.  Each Lender agrees (i) to notify the Agent in
writing (including by electronic communication) from time to time to ensure
that the Agent has on record an effective e-mail address for such Lender to
which the foregoing notice may be sent by electronic transmission and (ii) that
the foregoing notice may be sent to such e-mail address.


(d)  Each party hereto agrees that any
electronic communication referred to in this Section shall be deemed delivered
upon the posting of a record of such communication (properly addressed to such
party at the e-mail address provided to the Agent) as “sent” in the e-mail
system of the sending party or, in the case of any such communication to the
Agent or any Lender, upon the posting of a record of such communication as “received”
in the e-mail system of the Agent or any Lender; provided that if such communication is not so received by
the Agent or a Lender during the normal business hours of the Agent or
applicable Lender, such communication shall be deemed delivered at the opening
of business on the next Business Day for the Agent or applicable Lender.


(e)  Each party hereto acknowledges that
(i) the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks
associated with such distribution, (ii) the Communications and the Platform are
provided “as is” and “as available,” (iii) none of the Agent, its affiliates or
any of their respective officers, directors, employees, agents, advisors or
representatives (collectively, the “Citigroup Parties”) warrants the
adequacy of the Platform or the accuracy or completeness of the Communications
or the Platform, and each Citigroup Party expressly disclaims liability for
errors or omissions in any Communications or the Platform, and (iv) no warranty
of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects, is made by
any Citigroup Party in connection with any Communications or the Platform.


SECTION
9.18.  Patriot
Act.  Each Lender that is subject to
Section 326 of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”) hereby
notifies the Borrower that pursuant to the requirements of the 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 to identify the Borrower in accordance
with the Patriot Act.










  
 68



SECTION 9.19.  No Fiduciary Relationship.  The Borrower, on behalf of itself and its
Subsidiaries, agrees that in connection with all aspects of the Transactions
and any communications in connection therewith, the Borrower, its Subsidiaries
and their Affiliates, on the one hand, and the Agent, the Lenders and their
Affiliates, on the other hand, will have a business relationship that does not
create, by implication or otherwise, any fiduciary duty on the part of the
Agent, any Lender or any of their Affiliates, and no such duty will be deemed
to have arisen in connection with any such transactions or communications.


















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


 


	
  

  	
  JANUS CAPITAL GROUP INC.,

  	 

	
   

  	
   

  	 

	
   

  	
  by

  	 

	
   

  	
   

  	
  /s/ Gregory A. Frost

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory A. Frost

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  CITIBANK, N.A., individually and as 

  Administrative Agent and as Swingline 

  Lender,

  	 

	
   

  	
   

  	 

	
   

  	
  by

  	 

	
   

  	
   

  	
  /s/ Mathew Nicholas

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mathew Nicholas

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  JPMORGAN CHASE BANK, N.A., 

  individually and as Syndication Agent,

  	 

	
   

  	
   

  	 

	
   

  	
  by

  	 

	
   

  	
   

  	
  /s/ James R. Coffman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James R. Coffman

  
	
   

  	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  	
  JPMorgan Chase
  Bank, N.A.

  
								



 











Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit Facility Agreement of Janus Group
Inc.


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Hichem Kerma

  	
   

  
	
   

  	
   

  	
  Name:    Hichem
  Kerma

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
					



 


For any Institution
requiring a second signature line:


	
  

  	
   STATE
  STREET BANK AND TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     by

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Karen A. Gallagher

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Karen A. Gallagher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 











Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit
Facility Agreement of Janus Group Inc.


 


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Wells Fargo Bank N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Gary B. Lutz

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gary B. Lutz

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice President

  
						



 


For any Institution
requiring a second signature line:


	
  

  	
  by 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 











 


Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit
Facility Agreement of Janus Group Inc.


 


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS Loan Finance LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
						



 


For any Institution
requiring a second signature line:


	
  

  	
  STATE STREET
  BANK AND TRUST COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    by 

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
  Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  
					



 











 


Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit
Facility Agreement of Janus Group Inc.


 


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ David Millett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  DAVID MILLETT

  
	
   

  	
   

  	
  Title: 

  	
  VICE PRESIDENT

  
						



 


For any Institution
requiring a second signature line:


	
  

  	
  by 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 











 


Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit
Facility Agreement of Janus Group Inc.


 


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Credit Suisse, Cayman Island Branch

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Jay Chall

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jay Chall

  
	
   

  	
   

  	
  Title: 

  	
  Director

  
						



 


For any Institution
requiring a second signature line:


	
  

  	
  by 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Alain Schmid

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alain Schmid

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
					



 











 


Lender
Signature Page to


the
Amended and Restated  Five-Year
Competitive Advance


and Revolving Credit
Facility Agreement of Janus Group Inc.


 


	
  

  	
  Name of Institution:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC Bank (USA), N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
  /s/ Scott H. Buitekant

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott H. Buitekant

  
	
   

  	
   

  	
  Title: 

  	
  Managing Director

  
							



 















Schedule
2.01


Commitments


	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  62,500,000

  	
   

  
	
  JPMorgan Chase Bank,
  N.A.

  	
   

  	
  $

  	
  62,500,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  State Street Bank and
  Trust Company

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  UBS Loan Finance LLC

  	
   

  	
  $

  	
  35,000,000

  	
   

  
	
  Merrill Lynch Bank USA

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Credit Suisse, Cayman
  Island Branch

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  HSBC Bank (USA), N.A.

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  350,000,000

  	
   

  



 











Schedule 3.07


Subsidiaries


	
  Company

  	
   

  	
  State of

  Incorporation

  	
   

  	
  Owner(s)

  	
   

  	
  %

  Owned

  
	
  Janus Capital Group Inc.

  	
   

  	
  Delaware

  	
   

  	
  publicly held

  	
   

  	
  100.0

  	
  %

  
	
  Bay Isle Financial LLC

  	
   

  	
  Delaware

  	
   

  	
  Berger Financial
  Group LLC

  	
   

  	
  100.0

  	
  %

  
	
  Berger Financial Group LLC

  	
   

  	
  Nevada

  	
   

  	
  Janus Capital
  Management LLC

  	
   

  	
  100.0

  	
  %

  
	
  Capital Group Partners, Inc.

  	
   

  	
  New York

  	
   

  	
  Janus Capital
  Group Inc.

  	
   

  	
  100.0

  	
  %

  
	
  Enhanced Investment Technologies, LLC

  	
   

  	
  Delaware

  	
   

  	
  Berger Financial
  Group LLC

  	
   

  	
  86.5

  	
  %

  
	
  Janus Capital Asia Limited

  	
   

  	
  Hong Kong

  	
   

  	
  Janus
  International Holding LLC

  	
   

  	
  100.0

  	
  %

  
	
  Janus Capital International Limited

  	
   

  	
  England/Wales

  	
   

  	
  Janus
  International Holding LLC

  	
   

  	
  100.0

  	
  %

  
	
  Janus Capital Management LLC

  	
   

  	
  Delaware

  	
   

  	
  Janus Capital
  Group Inc.

  	
   

  	
  95.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  Janus Management
  Holdings Corp.

  	
   

  	
  5.0

  	
  %

  
	
  Janus Capital Singapore Pte Limited

  	
   

  	
  Singapore

  	
   

  	
  Janus
  International Holding LLC

  	
   

  	
  100.0

  	
  %

  
	
  Janus Capital Trust Manager Limited

  	
   

  	
  Irish/Dublin

  	
   

  	
  Janus
  International Holding LLC

  	
   

  	
  100.0

  	
  %

  
	
  Janus Distributors LLC

  	
   

  	
  Delaware

  	
   

  	
  Janus Capital
  Management LLC

  	
   

  	
  100.0

  	
  %

  
	
  Janus Holdings Corporation

  	
   

  	
  Nevada

  	
   

  	
  Janus Capital
  Group Inc.

  	
   

  	
  100.0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Janus International Holding LLC

  	
   

  	
  Nevada

  	
   

  	
  Janus Holdings
  Corporation

  	
   

  	
  100

  	
  % -A

  
	
   

  	
   

  	
   

  	
   

  	
  Janus Capital
  Management LLC

  	
   

  	
  100

  	
  % - B

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Janus Management Holdings Corporation

  	
   

  	
  Delaware

  	
   

  	
  Janus Capital
  Group Inc.

  	
   

  	
  100.0

  	
  %

  
	
  Janus Services LLC

  	
   

  	
  Delaware

  	
   

  	
  Janus Capital
  Management LLC

  	
   

  	
  100.0

  	
  %

  
	
  The Janus Foundation

  	
   

  	
  Colorado

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  Perkins, Wolf, McDonnell and Company, LLC

  	
   

  	
  Delaware

  	
   

  	
  Mac-Per-Wolf
  Corp (not affiliated w/Janus)

  	
   

  	
  70.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  Janus Capital
  Management LLC

  	
   

  	
  30.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NON STRATEGIC SUBSIDIARIES (POTENTIALLY
  LIQUIDATED/DISSOLVED)

  	
   

  	
   

  	
   

  
	
  PVI, Inc.

  	
   

  	
  Missouri

  	
   

  	
  Janus Capital
  Group Inc.

  	
   

  	
  100.0

  	
  %

  
	
  SERA, Inc.

  	
   

  	
  Missouri

  	
   

  	
  Central
  Biomedia, Inc.

  	
   

  	
  100.0

  	
  %

  
	
  Z-Guard, Inc.

  	
   

  	
  Missouri

  	
   

  	
  PVI, Inc.

  	
   

  	
  100.0

  	
  %

  
	
  Animal Resources Inc.

  	
   

  	
  Missouri

  	
   

  	
  PVI, Inc.

  	
   

  	
  49.0

  	
  %

  
	
  Central Biomedia, Inc.

  	
   

  	
  Missouri

  	
   

  	
  Animal
  Resources, Inc.

  	
   

  	
  45.0

  	
  %

  
	
  Immunomatrix, Inc.

  	
   

  	
  Missouri

  	
   

  	
  SERA, Inc.

  	
   

  	
  100.0

  	
  %

  



 















Schedule 3.08 


Litigation 


MDL Market Timing Litigation
- Maryland Federal.


The five market timing complaints filed against
Janus before the MDL panel included: (1) claims by a putative class of fund
investors; (ii) “derivative” claims by fund investors ostensibly on behalf of
the funds; (iii) claims by participants in the JCG 401(k) plan; (iv) claims by
a putative class of JCG equity shareholders; and (v) “derivative” claims by JCG
shareholders against the Board of Directors. 
Omnibus motions to dismiss in the fund class action and fund derivative
cases and a motion to dismiss in the Janus parent investor class action were
filed on February 25, 2005.


On August 25, 2005, the U.S. District Court entered
orders dismissing most of the claims asserted against the Company and its
affiliates by fund investors (actions (i) and (ii) described above).  In the fund investor class action, the court
dismissed all claims except one claim under Section 10(b) of the Securities
Exchange Act of 1934 and one claim under (Section 36(b) of the Investment
Company Act of 1940.  The state-law
claims were dismissed with leave to amend; all other claims were dismissed
without leave to amend.  In the fund derivative
action, the court dismissed all claims except one claim under Section 36(b) of
the Investment Company Act of 1940.  The
court dismissed the shareholders’ action against the Board of Directors (action
(v) above), and the time to appeal the matter has expired. The court also
dismissed the action on behalf of the equity shareholders (action (iv) above),
but in June 2006 the plaintiffs in that action filed an amended complaint which
asserts similar claims to the initial complaint.  A Motion to Dismiss the amended complaint was
also granted. The time to appeal this dismissal has not expired.


Further, the plaintiffs counsel in the 401(k) plan
case (action (iii) above) voluntarily dismissed the matter due to lack of
standing.  However on September 30, 2005,
the plaintiffs counsel refiled using a new named plaintiff (Wangberger v. Janus
Capital Group Inc., Advisory Committee, Steven Scheid, Paul Balser and Andrew
Cox) asserting similar claims as the initial complaint.  The court dismissed the action in August
2006, and the plaintiff appealed the dismissal to the U.S. Court of Appeals for
the Fourth Circuit with respect to Janus Capital Group Inc. and the Advisory
Committee.


The Auditor of the State of West Virginia, in his
capacity as securities commissioner, initiated administrative proceedings
against many of the defendants in the market timing cases (including Janus) and
seeks disgorgement and other monetary relief based on similar market timing
allegations. Janus and other similarly situated defendants continue to
challenge the statutory authority of the Auditor to bring such an action. No
further proceedings are currently scheduled in this matter.


In addition to the federal market timing actions
described above, a similar action was filed against Janus Capital and the Janus
Overseas Fund in state court in Madison County, Illinois.  Janus Capital and the Janus Overseas Fund
removed that case to federal court, but after a series of appeals it was
remanded to state court.  After another
attempt to remove the case to federal court, the federal court again remanded
the matter to state court, where it is currently pending on a motion to
dismiss.


IPO Antitrust Litigation -
Southern District of NY.


In 2001, a Janus subsidiary was named as a defendant
in a class action suit filed in the U.S. District Court for the Southern
District of New York. The suit alleges that certain underwriting firms and
institutional 











investors violated antitrust laws in connection with
initial public offerings. The U.S. District Court dismissed the plaintiff’s
antitrust claims in November 2003. In September 2005, the U.S. Court of Appeals
for the Second Circuit vacated the U.S. District Court’s decision to dismiss
the claims and remanded the case for further proceedings. In March 2006, the
defendants, including the Janus subsidiary, filed a Petition for a Writ of Certiorari with the U.S. Supreme
Court to review the U.S. Court of Appeal’s decision. The Petition for a Writ of Certiorari was
granted by the U.S. Supreme Court in December 2006 and argument on the matter
was heard on March 27, 2007. The parties are now awaiting a decision from the
U.S. Supreme Court.


Advisory Fee
Litigation-Colorado Federal


Janus Capital Management LLC
(“JCM”) was a defendant in a consolidated lawsuit challenging the investment
advisory fees charged by JCM to certain funds managed by JCM.  In April 2007, the parties jointly filed a Stipulation Regarding Dismissal of Claims With
Prejudice. The Colorado District Court approved the  dismissal in May 2007.



 2














Schedule 3.15


Dividend Restrictions


None











Schedule 6.01


Existing Indebtedness


$445.0
million of Janus Capital Group Inc. (“JCG”) debt held by Capital Group
Partners, Inc., a wholly-owned subsidiary of JCG.











Schedule 6.02


Liens


None











Schedule 6.03


Sale-Leaseback Transactions


None















EXHIBIT A-1


FORM OF COMPETITIVE BID REQUEST


Citibank, N.A., as Agent

for the Lenders referred to below


Two Penns Way, Suite 200


New Castle, DE 19720


Attention:  [              ]


[Date]


Re:                               Five-Year
Credit Agreement Referred to Below


Dear
Sirs:


The undersigned, Janus Capital Group Inc. (the “Borrower”),
refers to the amended and restated Five-Year Competitive Advance and Revolving
Credit Facility Agreement dated as of June 1, 2007 (as it may hereafter be
amended, modified, extended or restated from time to time, the “Credit
Agreement”), among the Borrower, the Lenders from time to time party
thereto, Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A.,
as Syndication Agent.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement. 
The Borrower hereby gives you notice pursuant to Section 2.03(a) of
the Credit Agreement that it requests a Competitive Borrowing under the Credit
Agreement, and in that connection sets forth below the terms on which such
Competitive Borrowing is requested to be made:


	
  (A) Date of Competitive
  Borrowing 

  	
   

  
	
  (which is a
  Business Day)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B) Principal
  Amount of 

  	
   

  	
   

  
	
  Competitive
  Borrowing1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (C) Interest
  rate basis2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (D) Interest
  Period and the last 

  	
   

  	
   

  
	
  day thereof3

  	
   

  	
   

  



 






1 Not
less than $10,000,000 (and in integral multiples $1,000,000) or greater
than the Total Commitment then available.


2 Eurodollar Loan or Fixed Rate Loan.


3 Which
shall be subject to the definition of “Interest Period” and end not
later than the Maturity Date.











Upon acceptance of any or all of the Loans offered by
the banks in response to this request, the Borrower shall be deemed to have
represented and warranted that the conditions to lending specified in
Section 4.01(b) and (c) of the Credit Agreement have been satisfied.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JANUS CAPITAL GROUP INC.,

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: [Responsible Officer]

  



 











EXHIBIT A-2


FORM OF NOTICE OF COMPETITIVE BID
REQUEST


[Name of Bank]


[Address]


Attention:


[Date]


Re:                               Five-Year
Credit Agreement Referred to Below


Dear
Sirs:


Reference is made to the amended and restated Five-Year
Competitive Advance and Revolving Credit Facility Agreement dated as of June 1,
2007 (as it may hereafter be amended, modified, extended or restated from time
to time, the “Credit Agreement”), among Janus Capital Group Inc., the Lenders
from time to time party thereto, Citibank, N.A., as Administrative Agent, and
JPMorgan Chase Bank, N.A., as Syndication Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.  Janus Capital Group
Inc. made a Competitive Bid Request
on            ,
20  , pursuant to Section 2.03(a) of the Credit Agreement, and
in that connection you are invited to submit a Competitive Bid
by [Date]/[Time].1 Your Competitive Bid must comply with
Section 2.03(b) of the Credit Agreement and the terms set forth below on
which the Competitive Bid Request was made:


	
  (A) Date of Competitive
  Borrowing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B) Principal
  amount of

  	
   

  	
   

  
	
  Competitive
  Borrowing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (C) Interest
  rate basis

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (D) Interest
  Period and the last

  	
   

  	
   

  
	
  day thereof

  	
   

  	
   

  



 


 






1 The
Competitive Bid must be received by the Agent (i) in the case of
Eurodollar Loans, not later than 11:30 a.m., New York City time, three
Business Days before a proposed Competitive Borrowing, and (ii) in the
case of Fixed Rate Loans, not later than 11:30 a.m., New York City time,
on the Business Day of a proposed Competitive Borrowing.











 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as Agent,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 











EXHIBIT A-3


FORM OF COMPETITIVE BID


Citibank, N.A., as Agent

for the Lenders referred to below


Two Penns Way, Suite 200


New Castle, DE 19720


Attention:  [                          ]


[Date]


Re:                               Five-Year
Credit Agreement Referred to Below


Dear
Sirs:


The undersigned, [Name of Bank], refers to the amended
and restated Five-Year Competitive Advance and Revolving Credit Facility
Agreement dated as of June 1, 2007 (as it may hereafter be amended, modified,
extended or restated from time to time, the “Credit Agreement”), among
Janus Capital Group Inc. (the “Borrower”), the Lenders from time to time
party thereto, Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank,
N.A., as Syndication Agent.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. 
The undersigned hereby makes a Competitive Bid pursuant to
Section 2.03(b) of the Credit Agreement, in response to the Competitive
Bid Request made by the Borrower on
        , 20  , and in that
connection sets forth below the terms on which such Competitive Bid is made:


	
  (A) Principal Amount1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B) Competitive
  Bid Rate2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (C) Interest
  Period and last

  	
   

  	
   

  
	
  day thereof

  	
   

  	
   

  



 


 


 


 


 


 






1 Not less than
$10,000,000 or greater than the requested Competitive Borrowing and in integral
multiples of $1,000,000.  Multiple bids
will be accepted by the Agent.


2 LIBO Rate + or -%,
in the case of Eurodollar Loans or %, in the case of Fixed Rate Loans.











The undersigned hereby confirms that it is prepared,
subject to the conditions set forth in the Credit Agreement, to extend credit
to the Borrower upon acceptance by the Borrower of this bid in accordance with
Section 2.03(d) of the Credit Agreement.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF BANK],

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 











EXHIBIT A-4


FORM OF COMPETITIVE BID
ACCEPT/REJECT LETTER


[Date]


Citibank, N.A., as Agent

for the Lenders referred to below


Two Penns Way, Suite 200


New Castle, DE 19720


Attention:  [                             ]


Re:                               Five-Year
Credit Agreement Referred to Below


Dear
Sirs:


The undersigned, Janus Capital Group Inc. (the “Borrower”),
refers to the amended and restated Five-Year Competitive Advance and Revolving
Credit Facility Agreement dated as of June 1, 2007 (as it may hereafter be
amended, modified, extended or restated from time to time, the “Credit
Agreement”), among the Borrower, the Lenders from time to time party
thereto, Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A.,
as Syndication Agent.


In accordance with Section 2.03(c) of the Credit
Agreement, we have received a summary of bids in connection with our
Competitive Bid Request dated ___________ and in accordance with
Section 2.03(d) of the Credit Agreement, we hereby accept the following
bids for maturity on [date]:


	
  Principal Amount

  	
   

  	
  Fixed
  Rate/Margin

  	
   

  	
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-.%]

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


We hereby reject the following bids:


	
  Principal Amount

  	
   

  	
  Fixed
  Rate/Margin

  	
   

  	
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
  [%]/[+/-.  %]

  	
   

  	
   

  	
   

  
	
  $

  	
   

  	
   

  	
   

  	
   

  	
   

  



 











The
$            
should be deposited in Citibank, N.A. account number
[           ] on [date].


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JANUS CAPITAL GROUP INC.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 











EXHIBIT A-5


FORM OF STANDBY BORROWING REQUEST


Citibank, N.A., as Agent

for the Lenders referred to below


Two Penns Way, Suite 200


New Castle, DE 19720


Attention:  [               ]


[Date]


Re:                               Five-Year
Credit Agreement Referred to Below


Dear
Sirs:


The undersigned, Janus Capital Group Inc. (the “Borrower”),
refers to the amended and restated Five-Year Competitive Advance and Revolving
Credit Facility Agreement dated as of June 1, 2007 (as it may hereafter be
amended, modified, extended or restated from time to time, the “Credit
Agreement”), among the Borrower, the Lenders from time to time party
thereto and Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A.,
as Syndication Agent.  Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreement. 
The Borrower hereby gives you notice pursuant to Section 2.04 of
the Credit Agreement that it requests a Standby Borrowing under the Credit
Agreement, and in that connection sets forth below the terms on which such
Standby Borrowing is requested to be made:


	
  (A) Date of Standby Borrowing

  	
   

  	
   

  
	
  (which is a
  Business Day)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B) Principal
  Amount of

  	
   

  	
   

  
	
  Standby
  Borrowing1

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (C) Interest
  rate basis2

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (D) Interest
  Period and the last

  	
   

  	
   

  
	
  day thereof3

  	
   

  	
   

  



 






1 In the case of a
Eurodollar Loan, not less than $5,000,000 (and in integral multiples of
$1,000,000) or greater than the Total Commitment then available.  In the case of an ABR Loan, not less than
$1,000,000 (and in intergral multiples of $1,000,000) or greater than the Total
Commitment than available.


2 Eurodollar Loan or ABR
Loan.


3 Which shall be
subject to the definition of “Interest Period” and end not later than
the Maturity Date.











Upon acceptance of any or all of the Loans made by the
Lenders in response to this request, the Borrower shall be deemed to have
represented and warranted that the conditions to lending specified in
Section 4.01(b) and (c) of the Credit Agreement have been satisfied.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  JANUS CAPITAL GROUP INC.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: [Responsible Officer]

  
					



 











EXHIBIT
B


[FORM OF]



ASSIGNMENT AND ACCEPTANCE


Reference is made to the amended and restated Five-Year
Competitive Advance and Revolving Credit Facility Agreement dated as of June 1,
2007 (the “Credit Agreement”), among Janus Capital Group Inc., a
Delaware corporation, the lenders from time to time party thereto (the “Lenders”),
Citibank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”)
and JPMorgan Chase Bank, N.A., as Syndication Agent.  Terms defined in the Credit Agreement are
used herein with the same meanings.


1.  The Assignor
hereby sells and assigns, without recourse, to the Assignee, and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Effective Date set forth on the reverse hereof, the interests set forth
on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights
and obligations under the Credit Agreement, including, without limitation, the
interests set forth on the reverse hereof in the Commitment of the Assignor on
the Effective Date and the Competitive Loans and Standby Loans and Swingline
Loans owing to the Assignor which are outstanding on the Effective Date.  Each of the Assignor and the Assignee hereby
makes and agrees to be bound by all the representations, warranties and
agreements set forth in Section 9.04(c) of the Credit Agreement, a copy of
which has been received by each such party. 
From and after the Effective Date (i) the Assignee shall be a party
to and be bound by the provisions of the Credit Agreement and, to the extent of
the interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the Loan Documents and
(ii) the Assignor shall, to the extent of the interests assigned by this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.


2.  This
Assignment and Acceptance is being delivered to the Agent together with
(i) if the Assignee is organized under the laws of a jurisdiction outside
the United States, the forms specified in Section 2.21(f) of the Credit
Agreement, duly completed and executed by such Assignee, (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire, and (iii) a processing and recordation fee of $3,500.


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


Date of Assignment:


Legal Name of Assignor:


Legal Name of Assignee:


Assignee’s Address for Notices:











Effective Date of Assignment

(may not be fewer than 5 Business

Days after the Date of Assignment):


	
  Facility

  	
   

  	
  Principal Amount assigned

  (and identifying information

  as to individual Competitive

  Loans)

  	
   

  	
  Percentage Assigned of Facility/Commitment (set 

  forth, to at least 8 decimals, 

  as a percentage of the 

  Facility and the aggregate

  Commitments of all

  Lenders thereunder)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commitment 

  	
   

  	
  $

  	
   

  	
  %

  	
   

  
	
  Assigned:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standby Loans:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Competitive Loans:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Swingline Loans:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	 

	
   

  	
   

  	
  Accepted *

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  , as Assignor

  	
   

  	
  CITIBANK, N.A., as Agent

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
  Name:

  	
   

  	
  Name:

  	 

	
  Title:

  	
   

  	
  Title:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  , as Assignee

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  JANUS CAPITAL GROUP INC., as

  	 

	
  Name:

  	
   

  	
  Borrower

  	 

	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  CITIBANK, N.A., as Swingline Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	 

	
   

  	
   

  	
  Title:

  	 

													



 






*  To be completed only if consents are required
under Section 9.04(b).
















EXHIBIT C-1


Form of
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP


June 1, 2007


Citibank, N.A.,


    as Agent as referred to below

   and the Addressees identified 

   on Schedule I hereto


Re:  Janus Capital Group Inc.


Ladies and Gentlemen:


We have acted as special counsel to Janus Capital Group Inc., a
Delaware corporation (the “Borrower”) and the subsidiary of the
Borrower identified on Schedule II hereto (the “Guarantor,” and
together with the Borrower, the “Loan Parties”), in connection with the
preparation, execution and delivery of  the Five-Year Competitive Advance and Revolving
Credit Facility Agreement (the “Credit Agreement”), dated as of October
19, 2005, as amended and restated as of the date hereof, among the Borrower,
each Lender from time to time party thereto, JPMorgan Chase Bank, N.A., as the
syndication agent, and Citibank N.A., as Administrative Agent (in such capacity,
the “Agent”) and swingline lender,  and
certain other agreements, instruments and documents related to the Credit
Agreement.  This opinion is being
delivered pursuant to Section 4.02(b) of the Credit Agreement.


In our examination we have assumed the genuineness of all signatures
including endorsements, the legal capacity and competency of natural persons,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as facsimile,
electronic, certified or photostatic copies, and the authenticity of the
originals of such copies.  As to any facts material to this
opinion  which
we did not independently establish or verify, we have relied upon statements
and representations of the Loan Parties  and their officers and other representatives and of
public officials, including the facts and conclusions set forth therein.


In rendering the opinions set forth herein, we have examined and relied
on originals or copies of the following:


(a)   the Credit Agreement;


(b)   the LLC Guarantee dated as of the date
hereof (the “LLC Guarantee”), between the Guarantor and the Agent, as
Agent for the Lenders (as defined in the Credit Agreement);


(c)   the certificate of Scott S. Grace, Vice President and Treasurer of the
Borrower (the “Corporate Officer”), dated the date hereof, a copy of
which is attached as Exhibit A hereto (the “Opinion Certificate”);



 1
 









(d)   a copy of the Certificate of
Incorporation of the Borrower and the Certificate of Formation of the Guarantor,
certified by the Secretary of State of the State of Delaware, dated as of May
24, 2007, and certified by the Corporate Officer and Gregory A. Frost, Senior
Vice President and Chief Financial Officer of the Borrower (“Another Officer”)
as of the date hereof;


(e)   a copy of the By-laws of the Borrower
and the Limited Liability Company Agreement of the Guarantor, certified by the
Corporate Officer and Another Officer as of the date hereof;


(f)   a copy of certain resolutions of the
Board of Directors or Managing Member, as applicable, of each Loan Party,
certified by the Corporate Officer and Another Officer as of the date hereof;


(g)   certificates, dated as of May 24, 2007
and facsimile bringdowns thereof, dated as of the date hereof, from the Secretary of State of the State of
Delaware as to each Loan Party’s existence and good standing in the State of Delaware;
and


(h)   such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.


We express no opinion as
to the laws of any jurisdiction other than (i) the Applicable Laws of the State
of New York, (ii) the Applicable Laws of the United States of America (including,
without limitation, Regulations  U and X of the Federal Reserve Board),
(iii) the General Corporation Law of the State of Delaware (the “DGCL”),
and (iv) the Delaware Limited Liability Company Act (the “DLLCA”).


Capitalized terms used
herein and not otherwise defined herein shall have the same meanings herein as
ascribed thereto in the Credit Agreement.    The documents identified in clauses (a) – (b)
shall hereinafter be referred to collectively as the “Transaction Agreements.”  “Applicable Laws” shall mean those
laws, rules and regulations which, in our experience, are normally applicable
to transactions of the type contemplated by the Transaction Agreements, without
our having made any special investigation as to the applicability of any
specific law, rule or regulation, and which are not the subject of a specific
opinion herein referring expressly to a particular law or laws.  “Governmental Approval” means any
consent, approval, license, authorization or validation of, or filing,
recording or registration with, any governmental authority pursuant to the
Applicable Laws of the State of New York or the United States of America.  “Applicable Orders” means those orders
or decrees of governmental authorities identified on Schedule I to
the Opinion Certificate.


Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:


1.  The
Borrower is validly existing and in good standing under the DGCL.  The Guarantor is validly existing and in good
standing under the DLLCA.



 2
 









2.   The
Borrower has the corporate power and authority to execute, deliver and perform
all of its obligations under each of the Transaction Agreements to which it is
a party under the DGCL.  The execution
and delivery of each of the Transaction Agreements to which it is a party and
the consummation by the Borrower of the transactions contemplated thereby  have been duly authorized by
all requisite corporate action on the part of the Borrower under the DGCL.  Each of the Transaction Agreements has been
duly executed and delivered by the Borrower under the DGCL.


3.   The Guarantor has the limited liability
company power and authority to execute, deliver and perform all of its obligations
under the LLC Guarantee under the DLLCA. 
The execution and delivery of the LLC Guarantee and the consummation by
the Guarantor of the transactions contemplated thereby  have been duly authorized by
all requisite limited liability company action on the part of the Guarantor
under the DLLCA.  The LLC Guarantee has
been duly executed and delivered by the Guarantor under the DLLCA.


4.   Each of the Transaction Agreements
constitutes the valid and binding obligation of each Loan Party that is a party
thereto, enforceable against each such Loan Party in accordance with its terms
under the Applicable Laws of the State of New York.


5.   The execution and delivery by each Loan
Party of each of the Transaction Agreements to which it is a party and the
performance by each such Loan Party of its obligations thereunder, each in
accordance with its terms, do not conflict with the Certificate of Incorporation
or Certificate of Formation, as applicable or By-laws or Limited Liability
Company Agreement, as applicable of such Loan Party.


6.   Neither the execution, delivery or
performance by any Loan Party of the Transaction Agreements to which it is a
party nor the compliance by any Loan Party with the terms and provisions
thereof will contravene any provision of any Applicable Law of the State of New
York or any Applicable Law of the United States of America.


7.   No Governmental Approval, which has not
been obtained or taken and is not in full force and effect, is required to
authorize, or is required in connection with, the execution or delivery of any
of the Transaction Agreements by any Loan Party that is a party thereto or the
enforceability of any of such Transaction Agreements against any such Loan
Party, except those Governmental Approvals set forth in Schedule II
to the Opinion Certificate.


8.   Neither the execution, delivery or
performance by any Loan Party of its obligations under the Transaction
Agreements to which it is a party nor compliance by any such Loan Party with
the terms thereof will contravene any Applicable Order to which such Loan Party
is subject.


Our opinions are subject to the following assumptions and qualifications:


(a)   enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in equity or at law);



 3
 









(b)   we have assumed that each of the
Transaction Agreements constitutes the valid and binding obligation of each
party to such Transaction Agreement (other than the Loan Parties to the extent
expressly set forth herein) enforceable against such other party in accordance
with its terms;


(c)   we express no opinion as to the effect
on the opinions expressed herein of (i) the compliance or non-compliance of any
party (other than the Loan Parties to the extent expressly set forth herein) to
the Transaction Agreements with any state, federal or other laws or regulations
applicable to it or (ii) the legal or regulatory status or the nature of the
business of any party (other than the Loan Parties to the extent expressly set
forth herein);


(d)   we express no opinion as to the
enforceability of any rights to contribution or indemnification provided for in
the Transaction Agreements which are violative of the public policy underlying
any law, rule or regulation (including any federal or state securities law,
rule or regulation);


(e)   we express no opinion as to the
applicability or effect of any fraudulent transfer or similar law on the
Transaction Agreements or any trans­actions contemplated thereby;


(f)   we express no opinion on the enforceability
of any provision in a Transaction Agreement purporting to prohibit, restrict or
condition the assignment of rights under such Transaction Agreement to the
extent such restriction on assignability is governed by the Uniform Commercial Code;


(g)   in the case of the LLC Guarantee,
certain of the provisions, including waivers, with respect to the LLC Guarantee
are or may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of such LLC Guarantee, taken as a
whole;


(h)   we express no opinion as to the
enforceability of any section of any Transaction Agreement to the extent it
purports to waive any objection a person may have that a suit, action or
proceeding has been brought in an inconvenient forum or a forum lacking subject
matter jurisdiction;


(i)   we have assumed that all conditions
precedent contained in Article IV of the Credit Agreement, which conditions
require the delivery of documents, evidence or other items satisfactory in
form, scope and/or substance to the Agent or the Lenders or the satisfaction of
which is otherwise in the discretion or control of the Agent or the Lenders
have been, or contemporaneously with the delivery hereof will be, fully
satisfied;


(j)   to the extent that any opinion relates
to the enforceability of the choice of New York law and choice of New York
forum provisions of the Transaction Agreements, our opinion is rendered in
reliance upon N.Y. Gen. Oblig. Law §§ 5-1401, 5-1402 (McKinney 2001) and
N.Y. CPLR 327(b) (McKinney 2001) and is subject to the qualifications that such
enforceability may be limited by public policy considerations of any
jurisdiction, other than the courts of 



 4
 









the State of New York, in which enforcement of such provisions, or of a
judgment upon an agreement containing such provisions, is sought;


(k)   we call to your attention that the
choice of New York law on the basis of Section 5-1401 of the New York General
Obligation Law is only relevant insofar as litigation is brought to enforce the
Transaction Agreements in the courts of the State of New York, and we have
assumed that there is a basis for jurisdiction in such courts;


(l)   we have assumed that the Three-Year
Competitive Advance and Revolving Credit Facility Agreement, dated as of
October 19, 2005, by and among the Borrower, each Lender from time to time
party thereto, and Citibank, N.A., as Administrative Agent (as amended,
supplemented or otherwise modified prior to the amendment and restatement and
the delivery of this opinion to you, the “Original Agreement”) continues
to constitute the valid and binding obligation of each party thereto
enforceable against each such party in accordance with its terms immediately
prior to the amendment and restatement thereof and our delivery of this opinion
to you; and


(m)   we express no opinion with respect to
any provision of the Credit Agreement to the extent it authorizes or permits
any purchaser of a participation interest to set-off or apply any deposit,
property or indebtedness or the effect thereof on the opinions contained
herein.


In rendering the foregoing opinions, we have assumed,  with your consent, that:


(a)  the execution, delivery and performance of any of its
obligations under the Transaction Agreements does not and will not conflict
with, contravene, violate or constitute a default under (i) any lease,
indenture, instrument or other agreement to which any Loan Party or its
property is subject, (ii) any rule, law or regulation to which any Loan
Party is subject (other than Applicable Laws of the State of New York and
Applicable Laws of the United States of America as to which we express our
opinion in paragraph 6 herein) or (iii) any judicial or administrative order or
decree of any governmental authority (other than Applicable Orders as to which
we express our opinion in paragraph 8 herein); and


(b)   no authorization, consent or other
approval of, notice to or filing with any court, governmental authority or
regulatory body (other than Governmental Approvals as to which we express our
opinion in paragraph 7 herein) is required to authorize or is required in
connection with the execution, delivery or performance by any Loan Party of any
Transaction Agreement to which it is a party or the transactions contemplated
thereby.


We understand that you are separately receiving an opinion, with
respect to certain of the foregoing assumptions from Curt R. Foust, Esq., Assistant
General Counsel of the Borrower (the “Corporate Counsel Opinion”), and we are
advised that such opinion contain qualifications.  Our opinions herein stated are based on the
assumptions specified above and we express no opinion as to the effect on the
opinions herein stated of the qualifications contained in the Corporate Counsel
Opinion.



 5
 









This opinion is being furnished only to you in connection with the
Transaction Agreements and is solely for your benefit and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied
upon by any other person or entity for any purpose without our prior written
consent.


	
  

  	
  Very truly
  yours,

  
	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  
			




 6
 









Schedule
I


Other
Addressees


1.             Citibank, N.A., as the
administrative agent and swingline lender.


2.             JPMorgan Chase Bank, N.A., as the syndication agent.


3.             Bank of America, N.A.


4.             Credit Suisse, Cayman Islands Branch


5.             HSBC Bank USA, N.A.


6.             State Street Bank and Trust Company


7.             UBS Loan Finance LLC


8.             Wells Fargo Bank, National Association


9.             Merrill Lynch Bank USA



 7
 









Schedule
II


Guarantor


Janus Capital Management
LLC



 8














Exhibit A to Opinion of

Special Counsel to Borrower


Officer’s Certificate


June 1, 2007


I, Scott S. Grace, am the duly elected, qualified and
acting Vice President and Treasurer of Janus Capital Group Inc., a Delaware corporation
(the “Borrower”).  I understand that
pursuant to Section 4.02(b) of the Credit Agreement, dated as of June 1, 2007
(the “Agreement”),  Skadden, Arps, Slate,
Meagher & Flom LLP (“SASM&F”) is rendering an opinion (the “Opinion”)
to Citibank, N.A. and certain Lenders identified therein with respect to the
Transaction Agreements (as defined in the Opinion).  Capitalized terms used herein but not
otherwise defined herein shall have the meanings assigned to such terms as set
forth in the Opinion.  I further
understand that SASM&F is relying on this officer’s certificate and the
statements made herein in rendering such Opinion.


With regard to the foregoing, on behalf of the
Borrower, I hereby certify that:


1.             I
am familiar with the business of the Borrower and its subsidiaries, and due
inquiry has been made of all persons deemed necessary or appropriate to verify
or confirm the statements contained herein.


2.             SASM&F
may rely on the respective representations and warranties that the Borrower and
each subsidiary of the Borrower has made in the Credit Agreement, each of the
other Transaction Agreements (as defined in the Opinion) and each of the
certificates delivered pursuant thereto. 
I have made a careful review of each of such representations and
warranties and hereby confirm, to the best of my knowledge and belief, that
such representations and warranties are true, correct and complete on and as of
the date of this certificate.


3.             Set
forth on Schedule I hereto is a complete and accurate list of those
orders and decrees of any governmental authority of the State of Delaware, the
State of New York or the United States of America by which any Loan Party is
bound that are material to the business or financial condition of the Borrower and
the other Loan Parties, taken as a whole, or that are relevant to the
transactions contemplated by the Transaction Agreements.


4.             Set
forth on Schedule II hereto is a complete and accurate list of those
Governmental Approvals applicable to any of the Loan Parties that are material
to the business or financial condition of the Borrower and the other Loan Parties,
taken as a whole, or that are relevant to the transactions contemplated by the
Transaction Agreements.


5.             Less
than twenty-five percent (25%) of the assets of the Borrower and its
subsidiaries on a consolidated basis consist of Margin Stock.


6.             The
Borrower is primarily engaged directly, or indirectly through Majority-Owned
Subsidiaries, in the business of investment management; and the Borrower (i) is




 1
 








not and does not hold
itself out as being engaged primarily, nor does it propose to engage primarily,
in the business of investing, reinvesting or trading in Securities, (ii) has
not and is not engaged in, and does not propose to engage in, the business of
issuing Face-Amount Certificates of the Installment Type and has no such
certificate outstanding and (iii) does not own or propose to acquire Investment
Securities having a Value exceeding forty percent (40%) of the Value of the
total assets of the Borrower (exclusive of Government Securities and cash items)
on an unconsolidated basis.


7.             As
used in paragraph 5 of this certificate, the following term shall have
the following meaning:


“Margin Stock” means: (i) any equity security
registered or having unlisted trading privileges on a national securities
exchange; (ii) any OTC security designated as qualified for trading in the
National Market System under a designation plan approved by the Securities and
Exchange Commission; (iii) any debt security convertible into a margin stock or
carrying a warrant or right to subscribe to or purchase a margin stock; (iv)
any warrant or right to subscribe to or purchase a margin stock; or (v) any
security issued by an investment company registered under Section 8 of the
Investment Company Act of 1940.


8.             As
used in paragraphs 6 and 8 of this certificate, the following
terms shall have the following meanings:


“Exempt Fund” means a company that is excluded
from treatment as an investment company solely by section 3(c)(1) or 3(c)(7) of
the Investment Company Act of 1940 (applicable to certain privately offered
investment funds).


“Face-Amount Certificate of the Installment Type”
means any certificate, investment contract, or other Security that represents
an obligation on the part of its issuer to pay a stated or determinable sum or
sums at a fixed or determinable date or dates more than 24 months after the
date of issuance, in consideration of the payment of periodic installments of a
stated or determinable amount.


“Government Securities” means all Securities
issued or guaranteed as to principal or interest by the United States, or by a
person controlled or supervised by and acting as an instrumentality of the
government of the United States pursuant to authority granted by the Congress
of the United States; or any certificate of deposit for any of the foregoing.


“Investment Securities” includes all Securities
except (A) Government Securities, (B) Securities issued by companies the only
shareholders in which are employees and former employees of a company and its
subsidiaries, members of the families of such persons and the company and its
subsidiaries and (C) Securities issued by Majority-Owned Subsidiaries of
the  Borrower which are not engaged and
do not propose to be engaged in activities within the scope of clause (i), (ii)
or (iii) of paragraph 6 of this Certificate or which are exempted
or excepted from treatment as an investment company by statute, rule or
governmental order (other than Exempt Funds).


“Majority-Owned Subsidiary” of a person means a
company fifty percent (50%) or more of the outstanding Voting Securities of
which are owned by such person, or by a 



 2
 








company which, within the
meaning of this paragraph, is a Majority-Owned Subsidiary of such person.


“Security” means any note, stock, treasury
stock, bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust certificate,
pre-organization certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas, or other mineral rights, any put,
call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest therein
or based on the value thereof), or any put, call, straddle, option, or
privilege entered into on a national securities exchange relating to foreign
currency, or, in general, any interest or instrument commonly known as a “security,”
or any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guarantee of, or warrant or right to subscribe to
or purchase, any of the foregoing.


“Value” means (i) with respect to Securities
owned at the end of the last preceding fiscal quarter for which market
quotations are readily available, the market value at the end of such quarter;
(ii) with respect to other Securities and assets owned at the end of the last
preceding fiscal quarter, fair value at the end of such quarter, as determined
in good faith by or under the direction of the board of directors; and (iii)
with respect to securities and other assets acquired after the end of the last
preceding fiscal quarter, the cost thereof.


“Voting Security” means any security presently
entitling the owner or holder thereof to vote for the election of directors of
a company (or its equivalent, e.g., general partner or manager of a limited
liability company).


[Signature Page Follows]



 3
 








IN WITNESS WHEREOF, I have executed this certificate
as of the date first written above.


	
  

  	
  JANUS CAPITAL GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  By:

  	
  /s/ Scott S. Grace

  	
   

  
	
   

  	
  Scott S. Grace

  
	
   

  	
  Vice President
  and Treasurer

  



 



 4
 








Schedule I


Applicable Orders


1)              None



 5
 








Schedule II


Governmental Approvals


1)              None



 6














EXHIBIT C-2


Form of
Opinion of Assistant General Counsel of the Borrower


June 1, 2007


Addressees listed
on Schedule A


Re:                               Five-Year
Competitive Advance and

Revolving Credit Facility Agreement


Ladies and
Gentlemen:


The undersigned serves as Assistant General Counsel to
Janus Capital Group Inc., a Delaware corporation (the “Company”), and has
represented the Company in that capacity in connection with the Five-Year
Competitive Advance and Revolving Credit Facility Agreement, dated as of
October 19, 2005, as amended and restated as of June 1, 2007, (the “Credit
Agreement”), among the Company, JPMorgan Chase Bank, N.A., as Syndication
Agent, Citibank USA, Inc., individually as Swingline Lender and as
Administrative Agent and the Lenders from time to time party thereto.  This opinion letter is being furnished to you
pursuant to the requirements set forth in Section 4.02(b) of the Credit
Agreement in connection with the closing thereunder on the date hereof.  Capitalized terms used herein which are
defined in the Credit Agreement shall have the meanings set forth in the Credit
Agreement, unless otherwise defined herein.


For purposes of this opinion letter, we have examined
copies of the following documents (the “Documents”):


1.                                       An
executed copy of the Credit Agreement and the LLC Guarantee (together with the
Credit Agreement, the “Transaction Documents”).


2.                                       The
Amended and Restated Certificate of Incorporation of the Company, as certified
by the Secretary of State of the State of Delaware on May 24, 2007, and as certified
by the Assistant Secretary of the Company on the date hereof as being complete,
accurate and in effect.


3.                                       The
Restated and Amended Bylaws of the Company as of March 6, 2006, as certified by
the Assistant Secretary of the Company on the date hereof as being complete,
accurate and in effect.


4.                                       A
certificate of good standing of the Company issued by the Secretary of State of
the State of Delaware dated May 24, 2007.











Addressees listed on Schedule A


June 1, 2007


Page 2


5.                                       Certain
resolutions of the Board of Directors of the Company adopted on May 1, 2007, as
certified by the Assistant Secretary of the Company on the date hereof as being
complete, accurate and in effect, relating to, among other things,
authorization of the Transaction Documents and arrangements in connection
therewith.


In my examination of the Transaction Documents and the
other Documents, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the accuracy and completeness of all of the
Documents, the authenticity of all originals of the Documents and the
conformity to authentic originals of all of the Documents submitted to us as
copies (including telecopies).  As to
matters of fact relevant to the opinions expressed herein, I have relied on the
representations and statements of fact made in the Documents.  I have not independently established the
facts so relied on.  This opinion letter
is given, and all statements herein are made, in the context of the foregoing.


For purposes of this opinion letter, I have assumed
that (i) each of the parties to the Transaction Documents (other than the
Company) has all requisite power and authority under all applicable laws,
regulations and governing documents to execute, deliver and perform its
obligations under the Transaction Documents to which it is a party and each of
such parties has complied with all legal requirements pertaining to their
status as such status relates to their rights to enforce the Transaction
Documents to which it is a party against the Company, (ii) each of such
parties (other than the Company) has duly authorized, executed and delivered
the Transaction Documents, (iii) each of such parties is validly existing
and in good standing in all necessary jurisdictions, (iv) the Transaction
Documents constitute the valid and binding obligation of each of the parties
thereto (other than the Company), enforceable against each of such parties in
accordance with their respective terms, (v) there has been no mutual
mistake of fact or misunderstanding or fraud, duress or undue influence in
connection with the negotiation, execution or delivery of the Transaction
Documents, and the conduct of each of the parties to the Transaction Documents
has complied with any requirements of good faith, fair dealing and conscionability
and (vi) there are and have been no agreements or understandings among the
parties, written or oral, and there is and has been no usage of trade or course
of prior dealing among the parties that would, in either case, define,
supplement or qualify the terms of the Transaction Documents.  I have also assumed the validity and
constitutionality of each relevant statute, rule, regulation and agency action
covered by this opinion letter unless a reported decision of a federal court or
a court in the applicable jurisdiction has established its unconstitutionality
or invalidity.


For purposes of the opinions expressed in paragraphs
(a) and (b) below, I have made the following further assumptions:  (i) that all orders, judgments, decrees,
agreements and contracts would be enforced as written; (ii) that the Company
will not in the future take any discretionary action (including a decision not
to act) permitted under the Transaction Documents 











Addressees listed on
Schedule A


June 1, 2007


Page 3


that would result
in a violation of law or constitute a breach or default under any order,
judgment, decree, agreement or contract; (iii) that the Company will obtain all
permits and governmental approvals required in the future, and take all actions
required, relevant to subsequent consummation of the transactions contemplated
under the Transaction Documents or performance of the Transaction Documents;
and (iv) that all parties to the Transaction Documents will act in accordance
with, and will refrain from taking any action that is forbidden by, the terms
and conditions of the Transaction Documents.


This opinion letter is based as to matters of law
solely on applicable provisions of the following, as currently in effect:  (i) the Investment Company Act of 1940,
as amended, (ii) Colorado law (but not including any statutes, ordinances,
administrative decisions, rules or regulations of any political subdivision of
the State of Colorado), and (iii) federal securities and tax laws and
regulations; except that I express no opinion as to antitrust, unfair
competition or banking laws or regulations and I express no opinion as to any
other laws, statutes, rules or regulations not specifically identified above in
clauses (i), (ii), and (iii); it being understood that, with respect to
clauses (ii) and (iii) above, the opinions expressed herein are based upon
a review of those laws, statutes and regulations that, in my experience, are
generally recognized as applicable to the transactions contemplated in the Transaction
Documents.


Based upon, subject to and limited by the foregoing, I
am of the opinion that:


(a)           The
execution, delivery and performance by the Company of the Transaction Documents
do not (i) require any approval of the shareholders of the Company or any
Subsidiary, (ii) violate the Amended and Restated Certificate of
Incorporation or Bylaws of the Company or any Subsidiary, (iii) violate
any provision of any federal statute or regulation covered by this opinion
letter or any Colorado state statute or regulation covered by this opinion
letter, (iv) violate any court or administrative order, judgment or decree
that names the Company or any Subsidiary, (v) breach or constitute a default
under any agreement or contract to which the Company or any Subsidiary is a
party, or (vi) result in or require the creation or imposition of any Lien
pursuant to the provisions of any agreement or contract to which the Company or
any Subsidiary is a party.


(b)           No
approval or consent of, or registration or filing with, any governmental agency
is required to be obtained or made by the Company or any Subsidiary in
connection with the execution, delivery and performance by the Company of the Transaction
Documents.


(c)           Except
as disclosed in Schedule 3.08, the Company’s Form 10-K for the fiscal year
ended December 31, 2006 and in the Company’s Form 10-Q for the quarterly period
ending March 31, 2007, respectively, filed with the Securities and Exchange
Commission, there are no actions, suits or proceedings pending or overtly
threatened in writing against the Company or any Subsidiary, or in which the
Company or any Subsidiary is a party, before any court or 











Addressees listed on
Schedule A


June 1, 2007


Page 4


governmental
department, commission, board, bureau, agency or instrumentality that, if adversely
determined, would materially adversely affect the business or financial
condition of the Company or any Subsidiary or the ability of the Company to
perform its obligations under the Transaction Documents.


(d)           Neither
the Company nor any Subsidiary is (i) an “investment company,” as such
term is defined in the Investment Company Act of 1940, as amended.


In addition to the qualifications, exceptions and
limitations elsewhere set forth in this opinion letter, the opinions expressed
above are also subject to the effect of: 
(i) bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditors’ rights (including, without
limitation, the effect of statutory and other law regarding fraudulent
conveyances, fraudulent transfers and preferential transfers); and (ii) the
exercise of judicial discretion and the application of principles of equity,
good faith, fair dealing, reasonableness, conscionability and materiality
(regardless of whether the applicable agreements are considered in a proceeding
in equity or at law).


I assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.  This opinion letter has been prepared solely
for your use in connection with the closing under the Transaction Documents on
the date hereof, and should not be quoted in whole or in part or otherwise be
referred to, nor be filed with or furnished to any governmental agency or other
person or entity, without my prior written consent.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Curt R. Foust

  
	
   

  	
  Assistant
  General Counsel

  
	
   

  	
  Janus Capital
  Group Inc.

  



 











Schedule A


Citibank, N.A.


JPMorgan Chase Bank, N.A.


Bank of America, N.A.


Credit Suisse, Cayman Islands Branch


HSBC Bank USA, N.A.


State Street Bank and Trust Company


UBS Loan Finance LLC


Wells Fargo Bank, National Association


Merrill Lynch Bank USA















EXHIBIT D


[FORM OF]



COMPLIANCE CERTIFICATE


	
  To:

  	
   

  	
  The Lenders party to the

  
	
   

  	
   

  	
  Credit Agreement described below

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  care of

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Citibank, N.A., as Agent

  
	
   

  	
   

  	
  for the Lenders referred to below

  
	
   

  	
   

  	
  Two Penns Way, Suite 200

  
	
   

  	
   

  	
  New Castle, DE 19720

  
	
   

  	
   

  	
  Attention:
  [                           ]

  



 


This Compliance Certificate is furnished pursuant to
the amended and restated Five-Year Competitive Advance and Revolving Credit
Facility Agreement dated as of June 1, 2007 (the “Agreement”), among
Janus Capital Group Inc., (the “Borrower”), the Lenders from time to
time party thereto, Citibank, N.A., as Administrative Agent, and JPMorgan Chase
Bank, N.A., as Syndication Agent.  Unless
otherwise defined herein, the terms used in this Compliance Certificate have
the meanings assigned to them in the Agreement.


THE UNDERSIGNED HEREBY CERTIFIES THAT:


1.  I am the
duly elected chief financial officer of the Borrower;


2.  I have
reviewed the terms of the Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of
the Borrower and the Subsidiaries during the accounting period covered by the
attached financial statements;


3.  The form
attached hereto sets forth financial data and computations evidencing the
Borrower’s and the Subsidiaries’ compliance with certain covenants of the
Agreement, including Section 6.07, all of which data and computations are true,
complete and correct; and


4.  The
examinations described in paragraph 2 did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes a
Default or an Event of Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Compliance Certificate, except as set forth below:


[Describe the exceptions
by listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which the Borrower has taken, is taking, or
proposes to take with respect to each such condition or event]











The foregoing certifications, together with the
computations required by the Agreement attached hereto and the financial
statements delivered with this Compliance Certificate in support hereof, are
made and delivered this            
day of
                              ,
20      .


	
  

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 











EXHIBIT E


[Letterhead of Prospective
Assignee or Participant]



[FORM OF]



CONFIDENTIALITY AGREEMENT


[Date]


Citibank, N.A., as Agent

for the Lenders referred to below


Two Penns Way, Suite 200


New Castle, DE 19720


Attention: 
[                            ]


Janus Capital Group Inc.

Confidentiality Agreement


Dear Sirs:


In connection with our possible acquisition of an
interest in the credit facility (the “Facility”) established by the amended and
restated Five-Year Competitive Advance and Revolving Credit Facility Agreement
dated as of June 1, 2007 (the “Agreement”), among the Borrower as
defined therein, the lenders from time to time party thereto (the “Lenders”),
Citibank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., as
Syndication Agent, you, the Borrower or any Lender may furnish us with
confidential documents, materials and information (the “Information”) relating
to the Borrower.  Unless otherwise
defined herein, the terms used in this agreement have the meanings assigned to
them in the Agreement.


We agree to keep confidential and not to disclose (and
to cause our officers, directors, employees, agents, Affiliates and
representatives to keep confidential and not to disclose) and, at the request
of you or the Borrower, promptly to return or destroy, the Information and all
copies thereof, extracts therefrom and analyses or other materials based
thereon, except that we shall be permitted to disclose Information (i) to
such of our officers, directors, employees, advisors, agents, Affiliates and
representatives as need to know such Information in connection with such
acquisition; (ii) to the extent required by applicable laws and regulations
or by any subpoena or similar legal process, or requested by any Governmental
Authority having jurisdiction over us; (iii) to the extent such
Information (A) becomes publicly available other than as a result of a
breach by us of this letter, (B) is generated by us or becomes available
to us on a nonconfidential basis from a source other than you, the











Borrower or its
Affiliates or any Lender or (C) was available to us on a nonconfidential
basis prior to its disclosure to us by you, the Borrower or its Affiliates or
any Lender; or (iv) to the extent the Borrower shall have consented in
writing to such disclosure.


Notwithstanding anything to the contrary contained
above, we shall be entitled to retain all Information to use for the
administration of our interests and the protection of our rights under the Agreement.


The Borrower shall be a third party beneficiary of
this Confidentiality Agreement.


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  [Name of potential

  participant/assignee]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
   

  	
    Title:

  	
   

  



 















EXHIBIT F


GUARANTEE AGREEMENT dated as of June 1,
2007 (this “Agreement”), between JANUS CAPITAL MANAGEMENT LLC, a
Delaware limited liability company (the “Guarantor”),
and CITIBANK, N.A., as Agent for the Lenders (as such terms are defined in the Credit
Agreement referred to below).


Reference is made to the amended
and restated Five-Year Competitive Advance and Revolving Credit Facility
Agreement dated as of June 1, 2007, as amended, restated, supplemented or
otherwise modified from time to time (the “Credit Agreement”), among Janus
Capital Group Inc., a Delaware corporation (the “Borrower”), the Lenders
from time to time party thereto, the Agent, and JPMorgan Chase Bank, N.A., as
Syndication Agent.  Capitalized terms
used but not otherwise defined herein have the meanings assigned to them in the
Credit Agreement.


The Lenders have agreed
to extend credit to the Borrower on the terms and subject to the conditions set
forth in the Credit Agreement.  The
Guarantor will derive substantial benefits from the extension of credit to the
Borrower pursuant to the Credit Agreement and is willing to execute and deliver
this Agreement in order to induce the Lenders to continue to extend such
credit.


Accordingly, the parties hereto agree as follows:


SECTION
1.  Guarantee. The Guarantor
unconditionally guarantees, as a primary obligor and not merely as a surety,
the due and punctual payment and performance of all of the Obligations from
time to time outstanding under the Credit Agreement.  The Guarantor further agrees that the due and
punctual payment of the Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain
bound upon its guarantee hereunder notwithstanding any such extension or
renewal of any Obligation of the Borrower pursuant to the Credit Agreement.


SECTION
2.  Obligations Not Waived.  To the fullest extent permitted by applicable
law, the Guarantor waives presentment to, demand of payment from and protest to
the Borrower or to any other guarantor of any of the Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for
nonpayment.  To the fullest extent
permitted by applicable law, the obligations of the Guarantor hereunder shall
not be affected by (a) the failure of the Agent or any Lender to assert
any claim or demand or to enforce or exercise any right or remedy against the
Borrower or any other guarantor under the provisions of the Credit Agreement,
any other Loan Document or otherwise, (b) any extension or renewal of any
of the Obligations, (c) any rescission, waiver, amendment or modification
of, or any release from any of the terms or provisions of any other Loan
Document or any other guarantee, (d) the
failure or delay of any Lender to exercise any right or remedy against any
other guarantor of the Obligations, (e) the failure of any Lender to assert any
claim or demand or to enforce any remedy under any Loan Document or any other
agreement or instrument, (f) any default, failure or delay, wilful or
otherwise, in the performance of the Obligations; or (g) any other act,
omission or delay












to do any other act which may or might in any manner
or to any extent vary the risk of the Guarantor or otherwise operate as a
discharge of the Guarantor as a matter of law or equity.


SECTION
3.  Guarantee of Payment.  The Guarantor further agrees that its
guarantee constitutes a guarantee of payment when due (whether or not any
bankruptcy or similar proceeding shall have stayed the accrual or collection of
any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by the Agent
or any Lender to any balance of any deposit account or credit on the books of
the Agent or any Lender in favor of the Borrower, any other guarantor or any
other Person.


SECTION
4.  No Discharge or
Diminishment of Guarantee.  The
obligations of the Guarantor hereunder shall not be subject to any reduction,
limitation, impairment, recoupment or termination for any reason (other than
the payment in full in cash of all of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of
the Obligations or otherwise.


SECTION
5.  Agreement to Pay;
Subordination.  In furtherance of the
foregoing and not in limitation of any other right that the Agent or any Lender
has at law or in equity against the Guarantor by virtue hereof, upon the
failure of the Borrower to pay any Obligation when and as the same shall become
due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, the Guarantor hereby promises to and will forthwith pay, or cause to
be paid, to the Agent or such Lender as designated thereby in cash the amount
of such unpaid Obligation.  Upon payment
by the Guarantor of any sums as provided above, all rights of the Guarantor
against the Borrower arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinated and junior in right of payment to the prior indefeasible payment
in full of all the Obligations (it being understood that, after the discharge
of all the Obligations, such rights may be exercised by the Guarantor
notwithstanding that the Borrower may remain contingently liable for indemnity
or other Obligations).  If any amount
shall erroneously be paid to the Guarantor on account of such subrogation such
amount shall be held in trust for the benefit of the Lenders and shall
forthwith be paid to the Agent to be credited against the payment of the
Obligations, whether matured or unmatured, in accordance with the terms of the Credit
Agreement or any other Loan Document.


SECTION
6.  Information.  The Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks that the Guarantor
assumes and incurs hereunder, and agrees that none of the Agent and the Lenders
will have any duty to advise the Guarantor of information known to it or any of
them regarding such circumstances or risks.


SECTION
7.  Representations and
Warranties.  The Guarantor represents
and warrants as to itself that:


(a)  The Guarantor is a limited
liability company duly formed, validly existing and in good standing under the
laws of its jurisdiction of formation and has all requisite authority to



 -2-
 








conduct its
business in each jurisdiction in which its business is conducted where the
failure to so qualify would have a Material Adverse Effect.


(b)  The Guarantor has the full power
and authority and legal right to execute and deliver this Agreement and to
perform its obligations hereunder (collectively, the “Transactions”).  The Transactions have been duly authorized by
proper corporate proceedings, and this Agreement constitutes a legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of
creditors’ rights generally.


(c)  None of the Transactions
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Guarantor or the Guarantor’s certificate of
formation or limited liability company agreement or the provisions of any
indenture, instrument or agreement to which the Guarantor is a party or is
subject, or by which it, or its property, is bound, or conflict therewith or
constitute a default thereunder, or result in the creation or imposition of any
Lien in, of or on the property of the Guarantor pursuant to the terms of any
such indenture, instrument or agreement. 
No order, consent, approval, license, authorization, or validation of,
or filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to authorize,
or is required in connection with the execution, delivery and performance of,
or the legality, validity, binding effect or enforceability of this Agreement.


(d)  The Guarantor has, to its
best knowledge and belief, complied in all material respects with all
applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof, having
jurisdiction over the conduct of its businesses or the ownership of its
properties, except to the extent that the failure to comply therewith could
not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.  The Guarantor has complied in
all material respects with all Federal, state, local and other statutes,
ordinances, orders, judgments, rulings and regulations relating to
environmental pollution or to environmental regulation or control or to
employee health or safety.  The Guarantor
has not received notice of any material failure so to comply which could
reasonably be expected to result in a Material Adverse Effect.  The Guarantor’s facilities do not manage any
hazardous wastes, hazardous substances, hazardous materials, toxic substances,
toxic pollutants or substances similarly denominated, as those terms or similar
terms are used in the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response Compensation and Liability Act, the Toxic Substance
Control Act, the Clean Air Act, the Clean Water Act or any other applicable law
relating to environmental pollution or employee health and safety, in violation
in any material respect of any law or any regulations promulgated pursuant
thereto.  The Guarantor is aware of no
events, conditions or circumstances involving environmental pollution or
contamination or employee health or safety that could reasonably be expected to
result in liability on the part of the Guarantor which could reasonably be
expected to result in a Material Adverse Effect.


(e)  Except
for any Disclosed Matter, there is no litigation, arbitration, governmental
investigation, proceeding or inquiry pending or, to the knowledge of any of its
officers, threatened against or affecting the Guarantor that (i) is
required to be disclosed in any



 -3-
 








filing with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, or (ii) could reasonably be expected to have a
Material Adverse Effect.


SECTION
8.  Termination.  The obligations of the Guarantor hereunder
(a) shall, subject to clause (b) below, terminate when all the Obligations have
been paid in full and the Lenders have no further commitment to lend under the Credit
Agreement and (b) shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Agent or any Lender upon the
bankruptcy or reorganization of the Borrower or otherwise.


SECTION
9.  Binding Agreement;
Assignments.  Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of the Guarantor that are contained in this Agreement
shall bind and inure to the benefit of each party hereto and their respective
successors and assigns.  This Agreement
shall become effective when a counterpart hereof executed on behalf of the Guarantor
shall have been delivered to the Agent and a counterpart hereof shall have been
executed on behalf of the Agent, and thereafter shall be binding upon the Guarantor
and the Agent and their respective successors and assigns, and shall inure to
the benefit of the Guarantor, the Agent and the Lenders, and their respective
successors and assigns, except that the Guarantor shall not have the right to
assign its rights or obligations hereunder or any interest herein and any such
attempted assignment shall be void.


SECTION
10.  Waivers; Amendment.  (a)  No
failure or delay of the Agent or any Lender 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 Agent or any
Lender hereunder or under the Credit Agreement or any other Loan Document are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any
provision of this Agreement shall in any event be effective unless the same
shall be permitted by paragraph (b) below, and then such waiver shall be
effective only in the specific instance and for the purpose for which
given.  No notice or demand on the Guarantor
in any case shall entitle the Guarantor 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 a
written agreement entered into between the Guarantor and the Agent (with the
prior written consent of the Lenders if required under the Credit Agreement).


SECTION
11.  GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


SECTION
12.  Notices.  All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit
Agreement.  All communications and
notices hereunder to the Guarantor shall be given to it in care of the Borrower.


SECTION
13.  Survival of Agreement;
Severability.  (a)  All covenants, agreements, representations
and warranties made by the Guarantor herein and in the certificates



 -4-
 








or other instruments prepared or delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the Agent and the Lenders and shall survive the making by the
Lenders of the Loans regardless of any investigation made by any of them 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 other fee or amount
payable under this Agreement or any other Loan Document is outstanding and
unpaid and as long as the Commitments have not been terminated.


(b)  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 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
14.  Counterparts.  This Agreement may be executed in
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 herein.  Delivery of an
executed signature page to this Agreement by facsimile or other electronic transmission
shall be as effective as delivery of a manually executed counterpart of this Agreement.


SECTION
15.  Rules of Interpretation.  The rules of interpretation specified in
Section 1.02 of the Credit Agreement shall be applicable to this Agreement.


SECTION
16.  Jurisdiction; Consent to
Service of Process.  (a)  Each party to this Agreement 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 any party may otherwise have to bring any action or
proceeding relating to this Agreement against any other party or its properties
in the courts of any jurisdiction.


(b)  Each party to this Agreement
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that 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.



 -5-
 








(c)  Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 12.  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
17.  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.


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



 -6-














IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.


	
  

  	
  JANUS CAPITAL MANAGEMENT LLC,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    JANUS CAPITAL GROUP INC., as

  	
   

  
	
   

  	
   

  	
  managing member,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
   

  	
    Title:

  	
   

  



 


 


	
  

  	
   

  	
  By:

  	
    CITIBANK, N.A., as Agent,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
   

  
	
   

  	
   

  	
   

  	
    Title:

  	
   

  



 
















EXHIBIT G


Form of
Administrative Questionnaire


 


	
    Confidential Information Memorandum

  	
   

  	
  MAY
  2007  

  
	
   

  	
   

  	
   

  



 


ADMINISTRATIVE QUESTIONNAIRE


 


BORROWER: Janus Capital Group


 


 


	
  Agent Address:

  	
   

  	
  2 Penns Way

  Suite 100

  New Castle, DE 19720

  	
   

  	
  Return form to:

  Telephone:

  Facsimile:

  E-mail:

  	
   

  	
  Gregory Victor

  302-894-6037

  212-994-0961 oploanswebadmin@citigroup.com

  



 


 


	
  It is very
  important that all of the
  requested information be completed accurately and that this questionnaire be
  returned promptly. If your institution is sub-allocating its allocation,
  please fill out an administrative questionnaire for each legal entity.

  
	
   

  



 


 


	
  Legal Name of Lender to appear in Documentation:

  
	
   

  
	
   

  
	
  Signature Block
  Information:

  	
   

  
	
   

  
	
   

  	
          Signing
  Credit Agreement 

  	
  o Yes

  	
  o No

  
	
   

  	
          Coming in via Assignment

  	
  o Yes

  	
  o No

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
  Type of Lender:

  	
   

  
	
  (Bank, Asset Manager,
  Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund,
  Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle,
  Other-please specify)

  



 


	
  Lender Parent:

  	
   

  



 


	
  Domestic Address

  	
   

  	
  Eurodollar Address

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 



 1















 


	
    Confidential Information Memorandum

  	
   

  	
  MAY
  2007  

  
	
   

  	
   

  	
   

  



 


	
  Contacts/Notification
  Methods: Borrowings, Paydowns, Interest, Fees, etc

  



 


	
  

  	
  Primary Credit
  Contact

  	
   

  	
  Secondary Credit
  Contact

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  
	
  E-Mail Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Primary Operations
  Contact

  	
   

  	
  Primary Disclosure
  Contact

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  
	
  E-Mail Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bid Contact

  	
   

  	
  L/C Contact

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  	
   

  
	
  Facsimile:

  	
   

  	
   

  	
   

  
	
  E-Mail Address:

  	
   

  	
   

  	
   

  




 2
 









 


	
    Confidential Information Memorandum

  	
   

  	
  MAY
  2007  

  
	
   

  	
   

  	
   

  



 


	
  Lender’s Domestic Wire Instructions

  
	
   

  	
   

  
	
  Bank Name:

  	
   

  
	
  ABA/Routing No.:

  	
   

  
	
  Account Name:

  	
   

  
	
  Account No.:

  	
   

  
	
  FFC Account Name:

  	
   

  
	
  FFC Account No.:

  	
   

  
	
  Attention:

  	
   

  
	
  Reference:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Lender’s
  Foreign Wire Instructions

  
	
   

  	
   

  	 

	
  Currency:

  	
   

  	 

	
  Bank Name:

  	
   

  	 

	
  Swift/Routing No.:

  	
   

  	 

	
  Account Name:

  	
   

  	 

	
  Account No.:

  	
   

  	 

	
  FFC Account Name:

  	
   

  	 

	
  FFC Account No.:

  	
   

  	 

	
  Attention:

  	
   

  	 

	
  Reference:

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
  Agent’s
  Wire Instructions

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Bank Name:

  	
   

  	
  Citibank N.A.

  	
   

  	
   

  	 

	
  ABA/Routing No.:

  	
   

  	
  021000089

  	
   

  	
   

  	 

	
  Account Name:

  	
   

  	
  Agency/Medium Term Finance

  	
   

  	
   

  	 

	
  Account No.:

  	
   

  	
  36852248

  	
   

  	
   

  	 

	
  Reference::

  	
   

  	
  Janus Capital Group

  	
   

  	
   

  	 

								



 



 3
 









 


	
    Confidential Information Memorandum

  	
   

  	
  MAY
  2007  

  
	
   

  	
   

  	
   

  



 


	
  Tax Documents

  



 


NON-U.S. LENDER INSTITUTIONS:


I. Corporations:


If your institution is incorporated outside of the
United States for U.S. federal income tax purposes, and is the
beneficial owner of the interest and other income it receives, you must complete
one of the following three tax forms, as applicable to your institution: a.)  Form W-8BEN (Certificate of Foreign Status of  Beneficial Owner), b.)  Form W-8ECI (Income Effectively Connected to a U.S. Trade or
Business), or c.)
Form W-8EXP
(Certificate of Foreign Government or
Governmental Agency).


A U.S. taxpayer identification number is required for
any institution submitting Form W-8ECI. It is also required on Form W-8BEN for
certain institutions claiming the benefits of a tax treaty with the U.S. Please
refer to the instructions when completing the form applicable to your
institution. In addition, please be advised that U.S. tax regulations do not
permit the acceptance of faxed forms. An
original tax form must be submitted.


II. Flow-Through Entities:


If your institution is organized outside the U.S., and
is classified for U.S. federal income tax purposes as either a Partnership,
Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through
entity, an original Form
W-8IMY (Certificate of Foreign
Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United
States Tax Withholding) must be completed by the intermediary
together with a withholding statement. Flow-through entities other than
Qualified Intermediaries are required to include tax forms for each of the
underlying beneficial owners.


Please refer to the instructions when completing this
form. In addition, please be advised that U.S. tax regulations do not permit
the acceptance of faxed forms. Original tax
form(s) must be submitted.


U.S. LENDER INSTITUTIONS:


If your institution is incorporated or organized within
the United States, you must complete and return Form W-9  (Request  for Taxpayer
Identification Number and Certification).  Please be advised that we request that you submit an original Form W-9.


Pursuant to the language contained in the tax section of the
Credit Agreement, the applicable tax form for your institution must be
completed and returned prior to the first payment of income. Failure to provide
the proper tax form when requested may subject your institution to U.S. tax
withholding.



 4














EXHIBIT H


[FORM OF]


ACCESSION
AGREEMENT


ACCESSION AGREEMENT dated
as of [             ]
(this “Agreement”), among [NAME OF INCREASING LENDER] (the “Increasing
Lender”), JANUS CAPITAL GROUP INC. (the “Borrower”) and Citibank,
N.A., as administrative agent (the “Agent”).


A.  Reference is
hereby made to the amended and restated Five-Year Competitive Advance and
Revolving Credit Facility Agreement dated as of June 1, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the Lenders from time to time party thereto, the Agent and
JPMorgan Chase Bank, N.A., as Syndication Agent.


B.  Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
them in the Credit Agreement.


C.  Pursuant to
Section 2.12(d) of the Credit Agreement, the Borrower has invited the
Increasing Lender, and the Increasing Lender desires, to become a party to the
Credit Agreement and to assume the obligations of a Lender thereunder.  The Increasing Lender is entering into this
Agreement in accordance with the provisions of the Credit Agreement in order to
become a Lender thereunder.


Accordingly, the Increasing Lender, the Borrower and
the Agent agree as follows:


SECTION 1.  Accession to the Credit
Agreement. (a) The Increasing Lender, as of the Effective Date (as
defined below), hereby accedes to the Credit Agreement and shall thereafter
have the rights and obligations of a Lender thereunder with the same force and
effect as if originally named therein as a Lender.


(b) The Commitment of the Increasing Lender shall
equal the amount set forth opposite its signature hereto.


(c) The amount of the Increasing Lender’s
Commitment hereby supplements Schedule 2.01 to the Credit Agreement.


SECTION 2.  Representations and
Warranties, Agreements of Increasing Lender, etc.  The Increasing Lender (a) represents and
warrants that it has full power and authority, and has taken all action
necessary, to execute and deliver this Agreement and to become a Lender under
the Credit Agreement; (b) confirms that it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.04 of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision











to enter into this
Agreement independently and without reliance on the Agent or any other Lender;
(c) confirms that it will independently and without reliance on the Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (d) agrees that it
will perform, in accordance with the terms of the Credit Agreement, all the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (e) authorizes the Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Credit Agreement, together with such
actions and powers as are reasonably incidental thereto.


SECTION 3.  Effectiveness.  This Agreement shall become effective as of [               ]
(the “Effective Date”), subject to the Agent’s receipt of
(i) counterparts of this Agreement duly executed on behalf of the
Increasing Lender and the Borrower, (ii) the documents required to be
delivered by the Borrower under the penultimate sentence of Section 2.12(d)
of the Credit Agreement and (iii) an Administrative Questionnaire duly
completed by the Increasing Lender.


SECTION 4.  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. 
Delivery of an executed counterpart of a signature page of this
Agreement by facsimile or other electronic image scan transmission shall be as
effective as delivery of a manually executed counterpart of this Agreement.


SECTION 5.  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


SECTION 6.  Severability.  In case any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, none of the parties hereto shall be required to comply with such
provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the Credit Agreement shall not in any way be
affected or impaired.  The parties hereto
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 7.  Notices.  All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit
Agreement.  All communications and
notices hereunder to the Increasing Lender shall be given to it at the address
set forth in its Administrative Questionnaire.


SECTION 8.  Jurisdiction; Consent to
Service of Process.  (a) Each party
to this Agreement 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 any party may otherwise have to bring any
action or proceeding relating to this Agreement against any other party or its
properties in the courts of any jurisdiction.


(b) Each party to this Agreement hereby irrevocably
and unconditionally waives, to the fullest extent it may legally and
effectively do so, any objection that 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 7.  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,  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.











IN WITNESS WHEREOF, the Increasing Lender, the
Borrower and the Agent have duly executed this Agreement as of the day and year
first abovbe written.


	
  Commitment

  	
   

  	
  [INCREASING LENDER],

  
	
  $[                ]

  	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JANUS CAPITAL GROUP INC.,

  
	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A., as Agent,

  
	
   

  	
   

  
	
   

  	
    by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 















EXHIBIT I


[FORM OF]



MATURITY DATE EXTENSION REQUEST


[Date]


Dear Sirs:


Reference is made to the
amended and restated Five-Year Credit Agreement dated as of June 1, 2007 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among Janus Capital Group Inc., the Lenders from time to time
party thereto, Citibank, N.A., as Administrative Agent, and JPMorgan Chase
Bank, N.A., as Syndication Agent. 
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to them in the Credit Agreement.  In accordance with Section 2.13 of the
Credit Agreement, the undersigned hereby requests an extension of the Maturity
Date from June [   ], [   ] to June [    ],
[     ].


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  JANUS CAPTIAL GROUP INC.,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: