Exhibit 10.3


 


CREDIT AGREEMENT


June 7, 2007


among


NATIONAL SEMICONDUCTOR CORPORATION,


VARIOUS LENDERS,


and


GOLDMAN SACHS CREDIT PARTNERS L.P.,


as Lead Arranger and the Agent


 






 


$1,500,000,000 Senior Unsecured Credit
Facility






















TABLE
OF CONTENTS


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  SECTION 1. DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
  1.1. Definitions

  	
  1

  
	 
	
   

  	
  1.2. Accounting Terms

  	
  15

  
	 
	
   

  	
  1.3. Interpretation, etc.

  	
  15

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 2. LOANS

  	
  15

  
	
   

  	
  2.1. Loans

  	
  15

  
	 
	
   

  	
  2.2. Pro Rata Shares; Availability
  of Funds

  	
  16

  
	 
	
   

  	
  2.3. Use of Proceeds

  	
  16

  
	 
	
   

  	
  2.4. Evidence of Debt; Register;
  Lenders’ Books and Records; Notes.

  	
  17

  
	 
	
   

  	
  2.5. Interest on Loans

  	
  17

  
	 
	
   

  	
  2.6. Conversion/Continuation

  	
  18

  
	 
	
   

  	
  2.7. Default Interest

  	
  19

  
	 
	
   

  	
  2.8. Fees

  	
  19

  
	 
	
   

  	
  2.9. Voluntary
  Prepayments/Commitment Reductions

  	
  19

  
	 
	
   

  	
  2.10. Mandatory Prepayments

  	
  20

  
	 
	
   

  	
  2.11. Application of Prepayments

  	
  20

  
	 
	
   

  	
  2.12. General Provisions Regarding
  Payments

  	
  21

  
	 
	
   

  	
  2.13. Ratable Sharing

  	
  22

  
	 
	
   

  	
  2.14. Making or Maintaining LIBO
  Rate Loans

  	
  22

  
	 
	
   

  	
  2.15. Increased Costs; Capital
  Adequacy

  	
  24

  
	 
	
   

  	
  2.16. Taxes; Withholding, etc.

  	
  25

  
	 
	
   

  	
  2.17. Obligation to Mitigate

  	
  27

  
	 
	
   

  	
  2.18. Removal or Replacement of a
  Lender

  	
  28

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 3. CONDITIONS PRECEDENT

  	
  28

  
	
   

  	
  3.1. Closing Date

  	
  28

  
	 
	
   

  	
  3.2. Conditions to Each Credit
  Extension

  	
  30

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 4. REPRESENTATIONS AND WARRANTIES

  	
  31

  
	
   

  	
  4.1. Organization; Requisite Power
  and Authority; Qualification.

  	
  31

  
	 
	
   

  	
  4.2. Due Authorization

  	
  31

  
	 
	
   

  	
  4.3. No Conflict

  	
  31

  
	 
	
   

  	
  4.4. Governmental Consents

  	
  31

  
	 
	
   

  	
  4.5. Binding Obligation

  	
  31

  
	 
	
   

  	
  4.6. Historical Financial
  Statements

  	
  31

  
	 
	
   

  	
  4.7. No Material Adverse Change

  	
  32

  
	 
	
   

  	
  4.8. Adverse Proceedings, etc.

  	
  32

  
	 
	
   

  	
  4.9. Governmental Regulation

  	
  32

  
	 
	
   

  	
  4.10. Margin Stock

  	
  32

  
	 
	
   

  	
  4.11. Disclosure

  	
  32

  
	 
	
   

  	
  4.12. Patriot Act

  	
  33

  
				



 



 ii
 









 


 


	
  SECTION 5. AFFIRMATIVE
  COVENANTS

  	
  33

  
	
   

  	
  5.1. Financial Statements and Other
  Reports

  	
  33

  
	 
	
   

  	
  5.2. Existence

  	
  35

  
	 
	
   

  	
  5.3. Payment of Taxes and Claims

  	
  35

  
	 
	
   

  	
  5.4. Maintenance of Properties

  	
  36

  
	 
	
   

  	
  5.5. Insurance

  	
  36

  
	 
	
   

  	
  5.6. Books and Records; Inspections

  	
  36

  
	 
	
   

  	
  5.7. Compliance with Laws

  	
  36

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 6. NEGATIVE COVENANTS

  	
  36

  
	
   

  	
  6.1. Liens

  	
  36

  
	 
	
   

  	
  6.2. Investments

  	
  38

  
	 
	
   

  	
  6.3. Financial Covenants

  	
  38

  
	 
	
   

  	
  6.4. Fundamental Changes;
  Disposition of Assets

  	
  39

  
	 
	
   

  	
  6.5. Transactions with Shareholders
  and Affiliates.

  	
  39

  
	 
	
   

  	
  6.6. Conduct of Business

  	
  39

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 7. EVENTS OF DEFAULT

  	
  39

  
	
   

  	
  7.1. Events of Default

  	
  39

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 8. THE AGENT

  	
  42

  
	
   

  	
  8.1. Appointment of the Agent.

  	
  42

  
	 
	
   

  	
  8.2. Powers and Duties

  	
  42

  
	 
	
   

  	
  8.3. General Immunity

  	
  42

  
	 
	
   

  	
  8.4. Agent Entitled to Act as
  Lender

  	
  43

  
	 
	
   

  	
  8.5. Lenders’ Representations,
  Warranties and Acknowledgment

  	
  44

  
	 
	
   

  	
  8.6. Right to Indemnity

  	
  44

  
	 
	
   

  	
  8.7. Successor Agent

  	
  44

  
	 
	
   

  	
   

  	
   

  
	
  SECTION 9. MISCELLANEOUS

  	
  45

  
	
   

  	
  9.1. Notices

  	
  45

  
	 
	
   

  	
  9.2. Expenses

  	
  46

  
	 
	
   

  	
  9.3. Indemnity

  	
  47

  
	 
	
   

  	
  9.4. Set-Off

  	
  47

  
	 
	
   

  	
  9.5. Amendments and Waivers

  	
  48

  
	 
	
   

  	
  9.6. Successors and Assigns;
  Participations

  	
  49

  
	 
	
   

  	
  9.7. Independence of Covenants

  	
  51

  
	 
	
   

  	
  9.8. Survival of Representations,
  Warranties and Agreements

  	
  52

  
	 
	
   

  	
  9.9. No Waiver; Remedies Cumulative

  	
  52

  
	 
	
   

  	
  9.10. Marshalling; Payments Set
  Aside

  	
  52

  
	 
	
   

  	
  9.11. Severability

  	
  52

  
	 
	
   

  	
  9.12. Obligations Several;
  Independent Nature of Lenders’ Rights

  	
  52

  
	 
	
   

  	
  9.13. Headings

  	
  53

  
	 
	
   

  	
  9.14. APPLICABLE LAW

  	
  53

  
	 
	
   

  	
  9.15. CONSENT TO JURISDICTION

  	
  53

  
	 
	
   

  	
  9.16. WAIVER OF JURY TRIAL

  	
  53

  
	 
	
   

  	
  9.17. Confidentiality

  	
  54

  
					



 



 iii
 









 


 


	
  

  	
  9.18.
  Counterparts

  	
  55

  
	
   

  	
  9.19. Effectiveness

  	
  55

  
	
   

  	
  9.20. Patriot Act

  	
  55

  
	
   

  	
  9.21. Electronic Execution of
  Assignments

  	
  55

  



 



 iv
 









 


	
   

  	
  APPENDICES:

  	
   

  	
   

  	 

	
   

  	
  A

  	
  Commitments

  	
   

  	
   

  	 

	 
	
   

  	
  B

  	
  Notice Addresses

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  
	 
	
  EXHIBITS:

  	
  A-1

  	
  Funding Notice

  	
   

  	
   

  
	 
	
   

  	
  A-2

  	
  Conversion/Continuation Notice

  	
   

  	
   

  
	 
	
   

  	
  B

  	
  Note

  	
   

  	
   

  
	 
	
   

  	
  C

  	
  Compliance Certificate

  	
   

  	
   

  
	 
	
   

  	
  D

  	
  Opinions of Counsel

  	
   

  	
   

  
	 
	
   

  	
  E

  	
  Assignment Agreement

  	
   

  	
   

  
	 
	
   

  	
  F

  	
  Certificate Re Non-bank Status

  	
   

  	
   

  
	 
	
   

  	
  G

  	
  Closing Date Certificate

  	
   

  	
   

  
											



 



 v















CREDIT
AGREEMENT


This CREDIT AGREEMENT, dated as of June 7, 2007,
is entered into by and among NATIONAL
SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto from
time to time,  and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as the Agent (together with its
permitted successors in such capacity, the “Agent”).


RECITALS:


WHEREAS,
capitalized terms used in these Recitals shall have the respective meanings set
forth for such terms in Section 1.1 hereof;


WHEREAS,
the Lenders have agreed to extend credit to the Borrower, in an aggregate
amount not to exceed $1,500,000,000, the proceeds of which will be used to
repurchase shares of capital stock of the Borrower, and to pay related fees and
expenses.


NOW,
THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:


SECTION 1.   DEFINITIONS AND INTERPRETATION


1.1.  
Definitions. 
The following terms used herein, including in the preamble, recitals and
exhibits hereto, shall have the following meanings:


“Adverse
Proceeding” means any action, suit, proceeding, hearing
(whether administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of the Borrower or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or,
to the knowledge of the Borrower or any of its Subsidiaries, threatened against
or affecting the Borrower or any of its Subsidiaries or any property of the
Borrower or any of its Subsidiaries.


“Affected
Lender” as defined in Section 2.14(b).


“Affected
Loans” as defined in Section 2.14(b).


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person.  For the purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person
(other than an Eligible Assignee), means the possession, directly or
indirectly, of the power (i) to vote 5% or more of the Securities having
ordinary voting power for the election of directors of such Person or (ii) to
direct or cause the direction of the management and policies of that Person,
whether through the ownership of voting securities or by contract or otherwise.













“Agent”
as defined in the preamble hereto.


“Agent
Affiliates” as defined in Section 9.1(b).


“Aggregate
Amounts Due” as defined in Section 2.13.


“Agreement”
means this Credit Agreement, dated as of June 7, 2007, as it may be amended,
supplemented or otherwise modified from time to time.


“Applicable
Margin’’ means (a) with respect to LIBO Rate Loans, as of any
date, a percentage per annum determined by reference to the Public Debt Rating
in effect on such date as set forth below:


 


	
  Public Debt Rating

  S&P/Moody’s

  	
   

  	
  Applicable Margin

  	
   

  
	
  Level 1

  > BBB+/Baa1

  	
   

  	
  0.500

  	
  %

  
	
  Level
  2

  BBB/Baa2

  	
   

  	
  0.625

  	
  %

  
	
  Level 3

  BBB-/Baa3

  	
   

  	
  0.750

  	
  %

  
	
  Level
  4

  BB+/Ba1

  	
   

  	
  1.000

  	
  %

  
	
  Level 5

  < BB/Ba2

  	
   

  	
  1.250

  	
  %

  



 


and (b) with respect to Base Rate Loans, 0.00%.


“Approved Electronic Communications” means
any notice, demand, communication, information, document or other material that
the Borrower provides to the Agent pursuant to any Credit Document or the
transactions contemplated therein which is distributed to the Agent or to the
lenders by means of electronic communications pursuant to Section 9.1(b).


“Assignment
Agreement” means an Assignment and Assumption Agreement
substantially in the form of Exhibit E, with such amendments or modifications
as may be approved by the Agent.


“Assignment
Effective Date” as defined in Section 9.6(b).


“Authorized
Officer” means, as applied to any Person, any individual
holding the position of chairman of the board (if an officer), chief executive
officer, president or one of its senior vice presidents (or the equivalent
thereof), and such Person’s chief financial officer, corporate controller,
chief legal officer, general counsel or treasurer.


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bank­ruptcy,” as now
and hereafter in effect, or any successor statute.



 2
 









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


“Base
Rate Loan” means a Loan bearing interest at a rate determined
by reference to the Base Rate.


“Board
of Governors” means the Board of Governors of the United
States Federal Reserve System, or any successor thereto.


“Borrower”
as defined in the preamble hereto.


“Business
Day” means (i) any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York or the State
of California or is a day on which banking institutions located in either such
state are authorized or required by law or other governmental action to close
and (ii) with respect to all notices, determinations, fundings and payments in
connection with the LIBO Rate or any LIBO Rate Loans, the term “Business Day” shall mean any day which is
a Business Day described in clause (i) and which is also a day for trading by
and between banks in Dollar deposits in the London interbank market.


“Capital
Lease” means, as applied to any Person, any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is or should be accounted for as a capital lease on the
balance sheet of that Person.


“Cash
Equivalents” means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after
such date and having, at the time of the acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody’s; (iii)
commercial paper maturing no more than one year from the date of creation
thereof and having, at the time of the acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody’s; (iv)
certificates of deposit or bankers’ acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (b)
has Tier 1 capital (as defined in such regulations) of not less than
$100,000,000; and (v) shares of any money market mutual fund that (a) has substantially
all of its assets invested continuously in the types of investments referred to
in clauses (i) through (iv) above, (b) has net assets of not less than
$500,000,000, and (c) has the highest rating obtainable from either S&P or
Moody’s.



 3
 









“Certificate
re Non-Bank Status” means a certificate substantially
in the form of Exhibit F.


“Change of Control” means, at any time, (a)
any Person or “group” (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act) (i) shall have acquired beneficial ownership of 40% or
more on a fully diluted basis of the voting and/or economic interest in the
Equity Interests of the Borrower or (ii) shall have obtained the power (whether
or not exercised) to elect a majority of the members of the board of directors
(or similar governing body) of the Borrower; (b) the majority of the seats
(other than vacant seats) on the board of directors (or similar governing body)
of the Borrower cease to be occupied by Persons who either (i) were members of
the board of directors of the Borrower on the Closing Date or (ii) were
nominated for election by the board of directors of the Borrower, a majority of
whom were directors on the Closing Date or whose election or nomination for
election was previously approved by a majority of such directors.


“Closing
Date” means the date on which the Loans are made.


“Closing
Date Certificate” means a Closing Date Certificate
substantially in the form of Exhibit G.


“Commitment”
means the commitment of a Lender to make or otherwise fund a Loan and “Commitments” means such commitments of all
Lenders in the aggregate.  The amount of
each Lender’s Commitment is set forth on Appendix A-1 or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the
terms and conditions hereof.  The
aggregate amount of the Commitments as of the Closing Date is $1,500,000,000.


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


“Consolidated
Adjusted EBITDA” means, for any period, an amount determined
for the Borrower and its Subsidiaries on a consolidated basis equal to (i)
Consolidated Net Income, plus, to the extent reducing Consolidated Net
Income, the sum, without duplication, of amounts for (a) Consolidated
Interest Expense, (b) provisions for taxes based on income, (c) total
depreciation expense, (d) total amortization expense, and (e) other
non-cash employee compensation and other charges reducing Consolidated
Net Income (excluding any such non-cash charge to the extent that it
represents an accrual or reserve for potential cash charge in any future period
or amortization of a prepaid cash charge that was paid in a prior period), minus
(ii) other non-cash gains increasing Consolidated Net Income for such
period (excluding any such non-cash gain to the extent it represents the
reversal of an accrual or reserve for potential cash gain in any prior period).


“Consolidated
Interest Expense” means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of the Borrower and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of the Borrower
and its Subsidiaries.



 4
 









“Consolidated
Net Income” means, for any period, (i) the net income (or
loss) of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with GAAP, minus
(ii) any net extraordinary gains and plus (iii) any net
extraordinary losses.


“Consolidated
Total Debt” means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of the Borrower and
its Subsidiaries determined on a consolidated basis in accordance with GAAP.


“Contractual
Obligation” means, as applied to any Person, any provision of
any Security issued by that Person or of any indenture, mortgage, deed of
trust, contract, undertaking, agreement or other instrument to which that
Person is a party or by which it or any of its properties is bound or to which
it or any of its properties is subject.


“Conversion/Continuation
Date” means the effective date of a continuation or
conversion, as the case may be, as set forth in the applicable
Conversion/Continuation Notice.


“Conversion/Continuation
Notice” means a Conversion/Continuation Notice substantially
in the form of Exhibit A-2.


“Credit
Date” means the date of a Credit Extension.


“Credit
Document” means any of this Agreement, the Notes, if any, and
all other documents, instruments or agreements executed and delivered by the
Borrower for the benefit of the Agent or any Lender in connection herewith.


“Credit
Extension” means the making of a Loan.


“Default”
means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.


“Dollars”
and the sign “$” mean the lawful
money of the United States of America.


“Eligible
Assignee” means (i) any Lender, any Affiliate of any Lender
and any Related Fund (any two or more Related Funds being treated as a single
Eligible Assignee for all purposes hereof), and (ii) any commercial bank,
insurance company, investment or mutual fund or other entity that is an
“accredited investor” (as defined in Regulation D under the Securities
Act) and which extends credit or buys loans; provided, no Affiliate of
the Borrower shall be an Eligible Assignee.


“Employee
Benefit Plan” means any “employee benefit plan” as defined in
Section 3(3) of ERISA which is or was sponsored, maintained or contributed to
by, or required to be contributed by, the Borrower, any of its Subsidiaries or
any of their respective ERISA Affiliates.


“Environmental
Claim” means any investigation, notice, notice of violation,
claim, action, suit, proceeding, demand, abatement order or other order or
directive (conditional or otherwise), by any Governmental Authority or any
other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law; (ii) in connection with any
Hazardous Material or any actual or alleged Hazardous Materials Activity; or
(iii) in connection with any actual or alleged damage, injury, threat or harm
to health, safety, natural resources or the environment.



 5
 









“Environmental
Laws” means any and all current or future foreign or
domestic, federal or state (or any subdivision of either of them), statutes,
ordinances, orders, rules, regulations, judgments, Governmental Authorizations,
or any other requirements of Governmental Authorities relating to
(i) environmental matters, including those relating to any Hazardous Materials
Activity; (ii) the generation, use, storage, transportation or disposal of
Hazardous Materials; or (iii) occupational safety and health, industrial
hygiene, land use or the protection of human, plant or animal health or
welfare, in any manner applicable to the Borrower or any of its Subsidiaries or
any Facility.


“Equity
Interests” means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and any successor thereto.


“ERISA
Affiliate” means, as applied to any Person, (i) any
corporation which is a member of a controlled group of corporations within the
meaning of Section 414(b) of the Internal Revenue Code of which that Person is
a member; (ii) any trade or business (whether or not incorporated) which is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Internal Revenue Code of which that Person is
a member; and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Internal Revenue Code of which that
Person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member.


“ERISA
Event” means (i) a “reportable event” within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice
to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan; (iii) the provision by the administrator of any Pension
Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate
such plan in a distress termination described in Section 4041(c) of ERISA; (iv)
the withdrawal by the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors
or the termination of any such Pension Plan resulting in liability to the
Borrower, any of its Subsidiaries or any of their respective Affiliates
pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC



 6
 









of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which might constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (vi) the imposition of liability on the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates pursuant to Section
4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of
ERISA; (vii) the withdrawal of the Borrower, any of its Subsidiaries or any of
their respective ERISA Affiliates in a complete or partial withdrawal (within
the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if
there is any potential liability therefore, or the receipt by the Borrower, any
of its Subsidiaries or any of their respective ERISA Affiliates of notice from
any Multiemployer Plan that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an
act or omission which could reasonably be expected to give rise to the
imposition on the Borrower, any of its Subsidiaries or any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43
of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l),
or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the
assertion of a material claim (other than routine claims for benefits) against
any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against the Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan; or
(x) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under
Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of
the Internal Revenue Code, or the failure of any trust forming part of any
Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code.


“Event
of Default” means each of the conditions or events set forth
in Section 7.1.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.


“Existing
Multicurrency Credit Agreement” means the Credit Agreement
(Multicurrency) dated as of October 30, 2000, between the Borrower and Bank of
America, N.A., as amended to the date hereof.


“Exposure”
means, with respect to any Lender, as of any date of determination, the
outstanding principal amount of the Loans of such Lender; provided, at
any time prior to the making of the Loans, the Exposure of any Lender shall be
equal to such Lender’s Commitment.


“Facility”
means any real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned, leased,
operated or used by the Borrower or any of its Subsidiaries or any of their
respective predecessors or Affiliates.


“Federal
Funds Effective Rate” means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, (i)



 7
 









if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if
no such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Agent, in
its  capacity as a Lender, on such day on
such transactions as determined by the Agent.


“Financial
Officer Certification” means, with respect to the financial
statements for which such certification is required, the certification of the
chief financial officer of the Borrower that such financial statements fairly
present, in all material respects, the financial condition of the Borrower and
its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year-end adjustments.


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year.


“Fiscal
Year” means the fiscal year of the Borrower and its
Subsidiaries ending the last Sunday of May of each calendar year.


“Funding
Notice” means a notice substantially in the form of
Exhibit A-1.


“GAAP”
means, subject to the limitations on the application thereof set forth in
Section 1.2, United States generally accepted accounting principles in effect
as of the date of determination thereof.


“Governmental
Authority” means any federal, state, municipal, national or
other government, governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity,
officer or examiner exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.


“Governmental
Authorization” means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any Governmental
Authority.


“Hazardous
Materials” means any chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which may or could pose a hazard to the health and safety of the
owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.


“Hazardous
Materials Activity” means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.


“Historical
Financial Statements” means as of the Closing Date, (i) the
audited financial statements of the Borrower and its Subsidiaries, for the
Fiscal Years ending May 30,



 8
 









2004, May 29, 2005 and May 28, 2006, consisting of
balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, and (ii) the unaudited financial
statements of the Borrower and its Subsidiaries as at the most recent Fiscal
Quarter ending at least 45 days prior to the Closing Date, consisting of a
balance sheet and the related consolidated statements of income, stockholders’
equity and cash flows for the three-, six-or nine-month
period, as applicable, ending on such date, and, in the case of clauses (i) and
(ii), certified by the chief financial officer of the Borrower that they fairly
present, in all material respects, the financial condition of the Borrower and
its Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year-end adjustments.


“Increased-Cost
Lenders” as defined in Section 2.18.


“Indebtedness”,
as applied to any Person, means, without duplication, (i) all indebtedness
for borrowed money; (ii) that portion of obligations with respect to
Capital Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP; (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed
money; (iv) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ERISA), which purchase price is (a) due more than six months from
the date of incurrence of the obligation in respect thereof or (b) evidenced by
a note or similar written instrument; (v) all indebtedness secured by any
Lien on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person
or is nonrecourse to the credit of that Person; (vi) the face amount of
any letter of credit issued for the account of that Person or as to which that
Person is otherwise liable for reimbursement of drawings; (vii) the direct or
indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or
sale with recourse by such Person of the obligation of another; (viii) any
obligation of such Person the primary purpose or intent of which is to provide
assurance to an obligee that the obligation of the obligor thereof will be paid
or discharged, or any agreement relating thereto will be complied with, or the
holders thereof will be protected (in whole or in part) against loss in respect
thereof; (ix) any liability of such Person for an obligation of another through
any agreement (contingent or otherwise) (a) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (b) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent
thereof is as described in clause (viii) above; and (x) all obligations of such
Person in respect of any exchange traded or over the counter derivative
transaction.


“Indemnified
Liabilities” means, collectively, any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses and disbursements of any kind or nature whatsoever (including
the reasonable fees and disbursements of counsel for Indemnitees in connection
with any investigative, administrative or judicial proceeding or hearing
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether



 9
 









based on any federal, state or foreign laws, statutes,
rules or regulations (including securities and commercial laws, statutes, rules
or regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against
any such Indemnitee, in any manner relating to or arising out of (i) this
Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby (including the Lenders’ agreement to make Credit Extensions or the
use or intended use of the proceeds thereof, or any enforcement of any of the
Credit Documents); or (ii) the commitment letter (and any related fee letter)
delivered by the Agent or any Lender to the Borrower with respect to the
transactions contemplated by this Agreement.


“Indemnitee”
as defined in Section 9.3.


“Interest
Coverage Ratio” means the ratio as of the last day of any
Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal
Quarter period then ended to (ii) Consolidated Interest Expense for such four-Fiscal
Quarter period.


“Interest
Payment Date” means with respect to (i) any Loan that is a
Base Rate Loan, each March 31, June 30, September 30 and
December 31 of each year, commencing on the first such date to occur after
the Closing Date and the final maturity date of such Loan; and (ii) any Loan
that is a LIBO Rate Loan, the last day of each Interest Period applicable to
such Loan.


“Interest
Period” means, in connection with a LIBO Rate Loan, an
interest period of one week (i) initially, commencing on the Credit Date or
Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter,
commencing on the day on which the immediately preceding Interest Period
expires; provided, (a) if an Interest Period would otherwise expire on a
day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day and (b) no Interest Period shall extend beyond the
Maturity Date.


“Interest
Rate Determination Date” means, with respect to any Interest
Period, the date that is two Business Days prior to the first day of such
Interest Period.


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.


“Investment”
in any Person means any loan or advance to such Person, any purchase or other
acquisition of any capital stock, warrants, rights, options, obligations or
other securities or all or substantially all of the assets of such Person, any
capital contribution to such Person or any other investment in such Person,
including, without limitation, any arrangement pursuant to which the investor
incurs debt of the types referred to in clauses (vii), (viii) and (ix) of
the definition of “Indebtedness” in respect of such Person.  The amount of any Investment shall be the
original cost of such Investment plus the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment.


“Lender”
means each financial institution listed on the signature pages hereto as a
Lender, and any other Person that becomes a party hereto pursuant to an
Assignment Agreement.



 10
 









“Leverage
Ratio” means the ratio as of the last day of any Fiscal
Quarter of (i) Consolidated Total Debt as of such day to
(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period
ending on such date.


“LIBO
Rate” means, for any Interest Rate Determination Date with
respect to an Interest Period for a LIBO Rate Loan, (a) the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the rate determined by the Agent
to be the offered rate which appears on the page of the Reuters Screen LIBOR01
Page for deposits (for delivery on the first day of such period) with a term
equivalent to such period in Dollars, determined as of approximately 11:00 a.m.
(London, England time) on such Interest Rate Determination Date, or (b) in the
event the rate referenced in the preceding clause (a) is not available, the
rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered
quotation rate to first class banks in the London interbank market by JPMorgan
Chase Bank, N.A. for deposits (for delivery on the first day of the relevant
period) in Dollars of amounts in same day funds comparable to the principal
amount of the applicable Loan of the Agent, in its capacity as a Lender, for
which the LIBO Rate is then being determined with maturities comparable to such
period as of approximately 11:00 a.m. (London, England time) on such Interest
Rate Determination Date.


“LIBO
Rate Loan” means a Loan bearing interest at a rate determined
by reference to the LIBO Rate.


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, and any lease or license
in the nature thereof) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing and (ii) in the case of
Securities, any purchase option, call or similar right of a third party with
respect to such Securities.


“Loan”
means a Loan made by a Lender to the Borrower pursuant to Section 2.1(a).


“Margin
Stock” as defined in Regulation U of the Board of
Governors as in effect from time to time.


“Material
Adverse Effect” means a material adverse effect on and/or
material adverse developments with respect to (i) the business, financial
condition or operations, of the Borrower and its Subsidiaries taken as a whole;
(ii) the ability of the Borrower to fully and timely perform its Obligations;
(iii) the legality, validity, binding effect or enforceability against the
Borrower of a Credit Document; or (iv) the rights, remedies and benefits
available to, or conferred upon, the Agent or any Lender under any Credit
Document.


“Material Subsidiary” means each Subsidiary
now existing or hereafter acquired or formed, and each successor thereto, which
accounts for more than 5% of (i) the Consolidated gross revenues of the
Borrower and its Subsidiaries, (ii) Consolidated Adjusted EBITDA, or (iii) the
consolidated assets of the Borrower and its Subsidiaries, in each case, as of
the last day of the most recently completed fiscal quarter of the Borrower with
respect to which, pursuant to clauses (a) or (b) of Section 5.1, financial
statements have been, or are required to have been, delivered by the Borrower.



 11
 









“Maturity
Date” means the earlier of (i) the date 364 days after the Closing
Date, and (ii) the date that all Loans shall become due and payable in full
hereunder, whether by acceleration or otherwise.


“Moody’s”
means Moody’s Investor Services, Inc.


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer
plan” as defined in Section 3(37) of ERISA.


“NAIC”
means The National Association of Insurance Commissioners, and any successor
thereto.


“Non-Consenting
Lender” as defined in Section 2.18.


“Nonpublic
Information” means information which has not been disseminated
in a manner making it available to investors generally, within the meaning of
Regulation FD.


“Non-US
Lender” as defined in Section 2.16(c).


“Note”
means a promissory note in the form of Exhibit B, as it may be amended,
supplemented or otherwise modified from time to time.


“Notice”
means a Funding Notice or a Conversion/ Continuation Notice.


“Obligations”
means all obligations of every nature of the Borrower under any Credit
Document, including obligations from time to time owed to the Agent (including
any former Agent), the Lenders or any of them, whether for principal, interest
(including interest which, but for the filing of a petition in bankruptcy with
respect to the Borrower, would have accrued on any Obligation, whether or not a
claim is allowed against the Borrower for such interest in the related
bankruptcy proceeding), fees, expenses, indemnification or otherwise.


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


“Pension
Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.


“Person”
means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships,
joint stock companies, joint ventures, associations, companies, trusts, banks,
trust companies, land trusts, business trusts or other organizations, whether
or not legal entities, and Governmental Authorities.


“Platform”
as defined in Section 5.1(h).



 12
 









“Prime
Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates
Section as the Prime Rate (currently defined as the base rate on corporate
loans posted by at least 75% of the nation’s thirty (30) largest banks), as in
effect from time to time.  The Prime Rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer.  Agent
or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.


“Principal
Office” means, for the Agent, such Person’s “Principal
Office” as set forth on Appendix B, or such other office or office of a third
party or sub-agent, as appropriate, as such Person may from time to time
designate in writing to the Borrower, the Agent and each Lender.


“Pro
Rata Share” of any Lender means the percentage obtained by
dividing (a) the Exposure of such Lender by (b) the aggregate
Exposure of all Lenders.


“Public Debt Rating” means, as of any date,
the rating that has been most recently announced by either S&P or Moody’s,
as the case may be, for any class of non-credit enhanced long-term senior
unsecured debt issued by the Borrower or, if any such rating agency shall have
issued more than one such rating, the lowest such rating issued by such rating
agency.  For purposes of the foregoing,
(a) if only one of S&P and Moody’s shall have in effect a Public Debt
Rating, the Applicable Margin shall be determined by reference to the available
rating; (b) if neither S&P nor Moody’s shall have in effect a Public
Debt Rating, the Applicable Margin will be set in accordance with Level 5
under the definition of “Applicable Margin”; (c) if the ratings
established by S&P and Moody’s shall fall within different levels, the
Applicable Margin shall be based upon the higher rating unless the such ratings
differ by two or more levels, in which case the applicable level will be deemed
to be one level above the lower of such levels; (d) if any rating
established by S&P or Moody’s shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by
the rating agency making such change; and (e) if S&P or Moody’s shall
change the basis on which ratings are established, each reference to the Public
Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to
the then equivalent rating by S&P or Moody’s, as the case may be.


“Register”
as defined in Section 2.4(b).


“Regulation D”
means Regulation D of the Board of Governors, as in effect from time to
time.


“Regulation
FD” means Regulation FD as promulgated by the US Securities
and Exchange Commission under the Securities Act and Exchange Act as in effect
from time to time.


“Related
Fund” means, with respect to any Lender that is an investment
fund, any other investment fund that invests in commercial loans and that is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection,
escaping, deposit, disposal, discharge, dispersal, dumping, leaching or
migration of any Hazardous Material into the indoor or outdoor environment
(including the abandonment or disposal of any barrels, containers or other
closed receptacles containing any Hazardous Material), including the movement
of any Hazardous Material through the air, soil, surface water or groundwater.



 13
 









“Replacement
Lender” as defined in Section 2.18.


“Requisite
Lenders” means one or more Lenders having or holding Exposure
and representing more than 50% of the Exposure of all Lenders.


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw Hill
Corporation.


“Securities”
means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement
or arrangement, options, warrants, bonds, debentures, notes, or other evidences
of indebtedness, secured or unsecured, convertible, subordinated or otherwise,
or in general any instruments commonly known as “securities” or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.


“Securities
Act” means the Securities Act of 1933, as amended from time
to time, and any successor statute.


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited
liability company, association, joint venture or other business entity of which
more than 50% of the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any contingency) to
vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the
time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof; provided,
in determining the percentage of ownership interests of any Person controlled
by another Person, no ownership interest in the nature of a “qualifying share”
of the former Person shall be deemed to be outstanding.


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee,
deduction or withholding of any nature and whatever called, by whomsoever, on
whomsoever and wherever imposed, levied, collected, withheld or assessed; provided,
“Tax on the overall net income” of a Person shall be construed as a reference
to a tax imposed by the jurisdiction in which that Person is organized or in
which that Person’s applicable principal office (and/or, in the case of a
Lender, its lending office) is located or in which that Person (and/or, in the
case of a Lender, its lending office) is deemed to be doing business on all or
part of the net income, profits or gains (whether worldwide, or only insofar as
such income, profits or gains are considered to arise in or to relate to a
particular jurisdiction, or otherwise) of that Person (and/or, in the case of a
Lender, its applicable lending office), including branch profits tax, minimum
tax (in lieu of net income tax) and franchise tax imposed by such jurisdiction.


“Terminated
Lender” as defined in Section 2.18.


“Type of
Loan” means a Base Rate Loan or a LIBO Rate Loan.



 14
 









“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as
in effect in any applicable jurisdiction.


“U.S. Lender” as defined in Section 2.16(c).


1.2.   Accounting Terms.  Except as otherwise expressly provided
herein, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.  Financial statements and other information
required to be delivered by the Borrower to the Lenders pursuant to Section
5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in Section 5.1(d), if applicable).  Subject to the foregoing, calculations in
connection with the definitions, covenants and other provisions hereof shall
utilize accounting principles and policies in conformity with those used to
prepare the Historical Financial Statements.


1.3.   Interpretation, etc. 
Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the
reference.  References herein to any
Section, Appendix or Exhibit shall be to a Section, an Appendix or an Exhibit,
as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or
“including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as “without limitation” or
“but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
fall within the broadest possible scope of such general statement, term or
matter.  The terms lease and license
shall include sub-lease and sub-license, as applicable.


SECTION 2.   LOANS


2.1.   Loans.


(a)   Commitments.  Subject to the terms and conditions hereof,
each Lender severally agrees to make, on the Closing Date, a Loan to the
Borrower in an amount equal to such Lender’s Commitment.


The Borrower may make only one borrowing under the
Commitment which shall be on the Closing Date. 
Any amount borrowed under this Section 2.1(a) and subsequently repaid or
prepaid may not be reborrowed.  Subject
to Sections 2.9(a) and 2.10, all amounts owed hereunder shall be paid in full
no later than the Maturity Date.  Each
Lender’s Commitment shall terminate immediately and without further action on
the Closing Date after giving effect to the funding of such Lender’s Commitment
on such date.



 15
 









(b)   Borrowing Mechanics.


(i)   The Borrower shall deliver to the Agent a
fully executed Funding Notice no later than three days prior to the Closing
Date.  Promptly upon receipt by the Agent
of such Funding Notice, the Agent shall notify each Lender of the proposed
borrowing.


(ii)   Each Lender shall make its Loan available to
the Agent not later than 12:00 p.m. (New York City time) on the Closing Date,
by wire transfer of same day funds in Dollars, at the Principal Office
designated by the Agent.  Upon
satisfaction or waiver of the conditions precedent specified herein, the Agent
shall make the proceeds of the Loans available to the Borrower on the Closing
Date by causing an amount of same day funds in Dollars equal to the proceeds of
all such Loans received by the Agent from the Lenders to be credited to the
account of the Borrower at the Principal Office designated by the Agent or to
such other account as may be designated in writing to the Agent by the
Borrower.


2.2.   Pro Rata Shares; Availability of Funds.


(a)   Pro Rata Shares.  All Loans shall be made by the Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it
being understood that no Lender shall be responsible for any default by any
other Lender in such other Lender’s obligation to make a Loan requested
hereunder nor shall any Commitment of any Lender be increased or decreased as a
result of a default by any other Lender in such other Lender’s obligation to
make a Loan requested hereunder.


(b)   Availability of Funds.  Unless the Agent shall have been notified by
any Lender prior to the applicable Credit Date that such Lender does not intend
to make available to the Agent the amount of such Lender’s Loan requested on
such Credit Date, the Agent may assume that such Lender has made such amount
available to the Agent on such Credit Date and the Agent may, in its sole
discretion, but shall not be obligated to, make available to the Borrower a
corresponding amount on such Credit Date. 
If such corresponding amount is not in fact made available to the Agent
by such Lender, the Agent shall be entitled to recover such corresponding
amount on demand from such Lender together with interest thereon, for each day
from such Credit Date until the date such amount is paid to the Agent, at the
customary rate set by the Agent for the correction of errors among banks for
three Business Days and thereafter at the Base Rate.  If such Lender does not pay such
corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall
promptly notify the Borrower and the Borrower shall immediately pay such
corresponding amount to the Agent together with interest thereon, for each day
from such Credit Date until the date such amount is paid to the Agent, at the
rate payable hereunder for Base Rate Loans. 
Nothing in this Section 2.2(b) shall be deemed to relieve any Lender
from its obligation to fulfill its Commitments hereunder or to prejudice any
rights that the Borrower may have against any Lender as a result of any default
by such Lender hereunder.


2.3.   Use of Proceeds. 
The proceeds of the Loans shall be applied by the Borrower to repurchase
shares of capital stock of the Borrower, and to pay related fees and
expenses.  No portion of the proceeds of
any Credit Extension shall be used in any manner that causes or might cause
such Credit Extension or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X of the Board of
Governors or any other regulation thereof or to violate the Exchange Act.



 16















2.4.  
Evidence of Debt; Register; Lenders’ Books and Records; Notes.


(a)   Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal
records an account or accounts evidencing the Obligations of the Borrower to
such Lender, including the amounts of the Loans made by it and each repayment
and prepayment in respect thereof.  Any
such recordation shall be conclusive and binding on the Borrower, absent
manifest error; provided, that the failure to make any such recordation,
or any error in such recordation, shall not affect the Borrower’s Obligations
in respect of any Loans; and provided  further, in the event of
any inconsistency between the Register and any Lender’s records, the
recordations in the Register shall govern.


(b)   Register.  The Agent (or its agent or sub-agent
appointed by it) shall maintain at the Principal Office a register for the
recordation of the names and addresses of the Lenders and the Loans of each
Lender from time to time (the “Register”).  The Register shall be available for
inspection by the Borrower or any Lender (with respect to any entry relating to
such Lender’s Loans) at any reasonable time and from time to time upon
reasonable prior notice.  The Agent shall
record, or shall cause to be recorded, in the Register the Loans in accordance
with the provisions of Section 9.6, and each repayment or prepayment in respect
of the principal amount of the Loans, and any such recordation shall be
conclusive and binding on the Borrower and each Lender, absent manifest error; provided,
failure to make any such recordation, or any error in such recordation, shall
not affect the Borrower’s Obligations in respect of any Loan.  The Borrower hereby designates GSCP to serve
as the Borrower’s agent solely for purposes of maintaining the Register as
provided in this Section 2.4, and the Borrower hereby agrees that, to the
extent GSCP serves in such capacity, GSCP and its officers, directors,
employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”


(c)   Notes.  If so requested by any Lender by written
notice to the Borrower (with a copy to the Agent) at least two Business Days
prior to the Closing Date, the Borrower shall execute and deliver to such
Lender (and/or, if applicable and if so specified in such notice, to any Person
who is an assignee of such Lender pursuant to Section 9.6) on the Closing Date
a Note or Notes to evidence such Lender’s Loan.


2.5.   Interest on Loans.


(a)   Except as otherwise set forth herein, each
Loan shall bear interest on the unpaid principal amount thereof from the date
made through repayment (whether by acceleration or otherwise) thereof as
follows:


(i)   if a Base Rate Loan, at the Base Rate plus
the Applicable Margin; or


(ii)   if a LIBO Rate Loan, at the LIBO Rate plus
the Applicable Margin.


(b)   The basis for determining the rate of
interest with respect to any Loan, and the Interest Period with respect to any
LIBO Rate Loan, shall be selected by the Borrower and notified to the Agent and
the Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be.  If on any day a Loan is outstanding with
respect to which a Funding Notice or Conversion/Continuation Notice has not
been delivered to the Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.



 17
 









(c)   In connection with LIBO Rate Loans there
shall be no more than five (5) Interest Periods outstanding at any time.  In the event the Borrower fails to specify
between a Base Rate Loan or a LIBO Rate Loan in the applicable Funding Notice
or Conversion/Continuation Notice, such Loan (if outstanding as a LIBO Rate
Loan) will be automatically converted into a Base Rate Loan on the last day of
the then-current Interest Period for such Loan (or if outstanding as a
Base Rate Loan will remain as, or (if not then outstanding) will be made as, a
Base Rate Loan).  In the event the
Borrower fails to specify an Interest Period for any LIBO Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed
to have selected an Interest Period of one month.  As soon as practicable after 10:00 a.m. (New
York City time) on each Interest Rate Determination Date, the Agent shall
determine (which determination shall, absent manifest error, be final,
conclusive and binding upon all parties) the interest rate that shall apply to
the LIBO Rate Loans for which an interest rate is then being determined for the
applicable Interest Period and shall promptly give notice thereof (in writing
or by telephone confirmed in writing) to the Borrower and each Lender.


(d)   Interest payable pursuant to Section 2.5(a)
shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day
or 366-day year, as the case may be, and (ii) in the case of LIBO Rate
Loans, on the basis of a 360-day year, in each case for the actual number
of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Loan, the last Interest Payment Date with
respect to such Loan or, with respect to a Base Rate Loan being converted from
a LIBO Rate Loan, the date of conversion of such LIBO Rate Loan to such Base
Rate Loan, as the case may be, shall be included, and the date of payment of
such Loan or the expiration date of an Interest Period applicable to such Loan
or, with respect to a Base Rate Loan being converted to a LIBO Rate Loan, the
date of conversion of such Base Rate Loan to such LIBO Rate Loan, as the case
may be, shall be excluded; provided, if a Loan is repaid on the same day
on which it is made, one day’s interest shall be paid on that Loan.


(e)   Except as otherwise set forth herein,
interest on each Loan (i) shall accrue on a daily basis and shall be payable in
arrears on each Interest Payment Date with respect to interest accrued on and
to each such payment date; (ii) shall accrue on a daily basis and shall be
payable in arrears upon any prepayment of that Loan, whether voluntary or
mandatory, to the extent accrued on the amount being prepaid; and (iii) shall
accrue on a daily basis and shall be payable in arrears at maturity of the
Loans, including final maturity of the Loans; provided, however, with
respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall
instead be payable on the applicable Interest Payment Date.


2.6.   Conversion/Continuation.


(a)   Subject to Section 2.14 and so long as no
Default or Event of Default shall have occurred and then be continuing, the
Borrower shall have the option:



 18
 









(i)   to convert at any time all or any part of
any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of
that amount from one Type of Loan to another Type of Loan; provided, a
LIBO Rate Loan may only be converted on the expiration of the Interest Period
applicable to such LIBO Rate Loan unless the Borrower shall pay all amounts due
under Section 2.14 in connection with any such conversion; or


(ii)   upon the expiration of any Interest Period
applicable to any LIBO Rate Loan, to continue all or any portion of such Loan
equal to $5,000,000 and integral multiples of $1,000,000 in excess of that
amount as a LIBO Rate Loan.


(b)   The Borrower shall deliver a
Conversion/Continuation Notice to the Agent no later than 12:00 p.m. (New York
City time) at least one Business Day in advance of the proposed conversion date
(in the case of a conversion to a Base Rate Loan) and at least three Business
Days in advance of the proposed conversion/continuation date (in the case of a
conversion to, or a continuation of, a LIBO Rate Loan).  Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any LIBO
Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and the Borrower shall be
bound to effect a conversion or continuation in accordance therewith.


2.7.   Default Interest.  Upon the occurrence and during the
continuance of an Event of Default under Section 7.1(a), the principal amount
of all Loans outstanding and, to the extent permitted by applicable law, any
interest payments on the Loans or any fees or other amounts owed hereunder,
shall thereafter bear interest (including post-petition interest in any
proceeding under the Bankruptcy Code or other applicable bankruptcy laws)
payable on demand at a rate that is 2% per annum in excess of the interest rate
otherwise payable hereunder with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided,
in the case of LIBO Rate Loans, upon the expiration of the Interest Period in
effect at the time any such increase in interest rate is effective such LIBO
Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear
interest payable upon demand at a rate which is 2% per annum in excess of the
interest rate otherwise payable hereunder for Base Rate Loans.  Payment or acceptance of the increased rates
of interest provided for in this Section 2.7 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of the Agent or any Lender.


2.8.  
Fees.


The Borrower agrees to
pay to the Agent such fees in the amounts and at the times separately agreed
upon.


2.9.   Voluntary Prepayments/Commitment Reductions.


(a)   Any time and from time to time (A) with
respect to Base Rate Loans, the Borrower may prepay any such Loans on any
Business Day in whole or in part, in an aggregate minimum amount of $5,000,000
and integral multiples of $1,000,000 in excess of that amount; and (B) with
respect to LIBO Rate Loans, the Borrower may prepay any such Loans on any
Business Day in whole or in part in an aggregate minimum amount of $5,000,000
and integral multiples of $1,000,000 in excess of that amount.



 19
 









(b)   All such prepayments shall be made (A) upon
not less than one Business Day’s prior written or telephonic notice in the case
of Base Rate Loans; and (B) upon not less than three Business Days’ prior
written or telephonic notice in the case of LIBO Rate Loans; in each case given
to the Agent by 12:00 p.m. (New York City time) on the date required and, if
given by telephone, promptly confirmed in writing to the Agent (and the Agent
will promptly transmit such telephonic or original notice for Loans by
telefacsimile or telephone to each Lender). 
Upon the giving of any such notice, the principal amount of the Loans
specified in such notice shall become due and payable on the prepayment date
specified therein.  Any such voluntary
prepayment shall be applied as specified in Section 2.11(a).


2.10.   Mandatory Prepayments.


(a)   Issuance of Equity Securities.  On the date of receipt by the Borrower of any
cash proceeds from the issuance of any Equity Interests of the Borrower or any
of its Subsidiaries (other than pursuant to any employee stock or stock option
compensation plan), the Borrower shall prepay the Loans in an aggregate amount
equal to 100% of such proceeds, net of underwriting discounts and commissions
and other reasonable costs and expenses associated therewith, including
reasonable legal and accounting fees and expenses.


(b)   Issuance of Debt.  On the date of receipt by the Borrower or any
of its Subsidiaries of any cash proceeds from the incurrence of any
Indebtedness of the Borrower or any of its Subsidiaries (other than borrowings
under the Existing Multicurrency Credit Agreement or any renewal or refinancing
thereof), the Borrower shall prepay the Loans in an aggregate amount equal to
100% of such proceeds, net of underwriting discounts and commissions and other
reasonable costs and expenses associated therewith, including reasonable legal
and accounting fees and expenses.


(c)   Prepayment Certificate.  Concurrently with any prepayment of the Loans
pursuant to Sections 2.10(a) and 2.10(b), the Borrower shall deliver to the
Agent a certificate of an Authorized Officer demonstrating the calculation of
the amount of the applicable net proceeds. 
In the event that the Borrower shall subsequently determine that the
actual amount received exceeded the amount set forth in such certificate, the
Borrower shall promptly make an additional prepayment of the Loans in an amount
equal to such excess, and the Borrower shall concurrently therewith deliver to
the Agent a certificate of an Authorized Officer demonstrating the derivation
of such excess.


2.11.   Application of Prepayments.


.  Any prepayment of Loans shall be applied
first to Base Rate Loans to the full extent thereof before application to LIBO
Rate Loans, in each case in a manner which minimizes the amount of any payments
required to be made by the Borrower pursuant to Section 2.14(c).



 20
 









2.12.   General Provisions Regarding Payments.


(a)   All payments by the Borrower of principal,
interest, fees and other Obligations shall be made in Dollars in same day
funds, without defense, setoff or counterclaim, free of any restriction or
condition, and delivered to the Agent not later than 12:00 p.m. (New York City
time) on the date due at the Principal Office designated by the Agent for the
account of the Lenders; for purposes of computing interest and fees, funds
received by the Agent after that time on such due date shall be deemed to have
been paid by the Borrower on the next succeeding Business Day.


(b)   All payments in respect of the principal
amount of any Loan shall be accompanied by payment of accrued interest on the
principal amount being repaid or prepaid, and all such payments (and, in any
event, any payments in respect of any Loan on a date when interest is due and
payable with respect to such Loan) shall be applied to the payment of interest
then due and payable before application to principal.


(c)   The Agent (or its agent or sub-agent
appointed by it) shall promptly distribute to each Lender at such address as
such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share
of all payments and prepayments of principal and interest due hereunder,
together with all other amounts due thereto, including all fees payable with
respect thereto, to the extent received by the Agent.


(d)   Notwithstanding the foregoing provisions
hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected
Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
Share of any LIBO Rate Loans, the Agent shall give effect thereto in
apportioning payments received thereafter.


(e)   Whenever any payment to be made hereunder
with respect to any Loan shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day.


(f)   The Borrower hereby authorizes the Agent to
charge the Borrower’s accounts with the Agent in order to cause timely payment
to be made to the Agent of all principal, interest, fees and expenses due
hereunder (subject to sufficient funds being available in its accounts for that
purpose).


(g)   The Agent shall deem any payment by or on
behalf of the Borrower hereunder that is not made in same day funds prior to
12:00 p.m. (New York City time) to be a non-conforming payment.  Any such payment shall not be deemed to have
been received by the Agent until the later of (i) the time such funds become
available funds, and (ii) the applicable next Business Day.  The Agent shall give prompt telephonic notice
to the Borrower and each applicable Lender (confirmed in writing) if any
payment is non-conforming.  Any non-conforming
payment may constitute or become a Default or Event of Default in accordance
with the terms of Section 7.1(a). 
Interest shall continue to accrue on any principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less
than the period from the date of such payment to the next succeeding applicable
Business Day) at the rate determined pursuant to Section 2.7 from the date such
amount was due and payable until the date such amount is paid in full.



 21
 









2.13.   Ratable Sharing.  The Lenders hereby agree among themselves
that if any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker’s lien, by
counterclaim or cross action or by the enforcement of any right under the
Credit Documents or otherwise, or as adequate protection of a deposit treated
as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees and other
amounts then due and owing to such Lender hereunder or under the other Credit
Documents (collectively, the “Aggregate Amounts
Due” to such Lender) which is greater than the proportion received
by any other Lender in respect of the Aggregate Amounts Due to such other
Lender, then the Lender receiving such proportionately greater payment shall
(a) notify the Agent and each other Lender of the receipt of such payment
and (b) apply a portion of such payment to purchase participations (which
it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment)
in the Aggregate Amounts Due to the other Lenders so that all such recoveries
of Aggregate Amounts Due shall be shared by all Lenders in proportion to the
Aggregate Amounts Due to them; provided, if all or part of such
proportionately greater payment received by such purchasing Lender is
thereafter recovered from such Lender upon the bankruptcy or reorganization of
the Borrower or otherwise, those purchases shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender
ratably to the extent of such recovery, but without interest.  The Borrower expressly consents to the
foregoing arrangement and agrees that any holder of a participation so
purchased may exercise any and all rights of banker’s lien, set-off or
counterclaim with respect to any and all monies owing by the Borrower to that
holder with respect thereto as fully as if that holder were owed the amount of
the participation held by that holder.


2.14.   Making or Maintaining LIBO Rate Loans.


(a)   Inability to Determine Applicable
Interest Rate.  In the event that the
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any LIBO Rate Loans, that by reason of circumstances affecting
the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided
for in the definition of LIBO Rate, the Agent shall on such date give notice
(by telefacsimile or by telephone confirmed in writing) to the Borrower and
each Lender of such determination, whereupon (i) no Loans may be made as,
or converted to, LIBO Rate Loans until such time as the Agent notifies the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, and (ii) any Funding Notice or Conver­sion/Continuation Notice given by
the Borrower with respect to the Loans in respect of which such determination
was made shall be deemed to be rescinded by the Borrower.


(b)   Illegality or Impracticability of LIBO
Rate Loans.  In the event that on any
date any Lender shall have determined (which determination shall be final and
conclusive and binding upon all parties hereto but shall be made only after
consultation with the Borrower and the Agent) that the making, maintaining or
continuation of its LIBO Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law
even though the



 22
 









failure to comply therewith would not be unlawful), or
(ii) has become impracticable, as a result of contingencies occurring after the
date hereof which materially and adversely affect the London interbank market
or the position of such Lender in that market, then, and in any such event,
such Lender shall be an “Affected Lender”
and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to the Borrower and the Agent of such determination
(which notice the Agent shall promptly transmit to each other Lender).  Thereafter (1) the obligation of the Affected
Lender to make Loans as, or to convert Loans to, LIBO Rate Loans shall be
suspended until such notice shall be withdrawn by the Affected Lender, (2) to
the extent such determination by the Affected Lender relates to a LIBO Rate
Loan then being requested by the Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or
continue such Loan as or convert such Loan to, as the case may be) a Base Rate
Loan, (3) the Affected Lender’s obligation to maintain its outstanding LIBO
Rate Loans (the “Affected Loans”)
shall be terminated at the earlier to occur of the expiration of the Interest
Period then in effect with respect to the Affected Loans or when required by
law, and (4) the Affected Loans shall automatically convert into Base Rate
Loans on the date of such termination. 
Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a LIBO Rate Loan then being
requested by the Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, the Borrower shall have the option, subject to
the provisions of Section 2.14(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to the Agent of such
rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Agent shall
promptly transmit to each other Lender). 
Except as provided in the immediately preceding sentence, nothing in
this Section 2.14(b) shall affect the obligation of any Lender other than an
Affected Lender to make or maintain Loans as, or to convert Loans to, LIBO Rate
Loans in accordance with the terms hereof. 
The Affected Lender shall use commercially reasonable efforts to
promptly notify the Agent and the Borrower that it is withdrawing the notice
referred to in the first sentence of this Section when the conditions giving
rise thereto are no longer applicable.


(c)   Compensation for Breakage or Non-Commencement
of Interest Periods.  The Borrower
shall compensate each Lender, upon written request by such Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by
such Lender to the Lenders of funds borrowed by it to make or carry its LIBO
Rate Loans and any loss, expense or liability sustained by such Lender in
connection with the liquidation or re-employment of such funds but
excluding loss of anticipated profits) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender) a borrowing of any LIBO
Rate Loan does not occur on a date specified therefor in a Funding Notice or a
telephonic request for borrowing, or a conversion to or continuation of any
LIBO Rate Loan does not occur on a date specified therefor in a
Conversion/Continuation Notice or a telephonic request for conversion or
continuation; (ii) if any prepayment or other principal payment of, or any
conversion of, any of its LIBO Rate Loans occurs on a date prior to the last
day of an Interest Period applicable to that Loan; or (iii) if any
prepayment of any of its LIBO Rate Loans is not made on any date specified in a
notice of prepayment given by the Borrower.



 23
 









(d)   Booking of LIBO Rate Loans.  Any Lender may make, carry or transfer LIBO
Rate Loans at, to, or for the account of any of its branch offices or the
office of an Affiliate of such Lender.


(e)   Assumptions Concerning Funding of LIBO
Rate Loans.  Calculation of all
amounts payable to a Lender under this Section 2.14 and under Section 2.15
shall be made as though such Lender had actually funded each of its relevant
LIBO Rate Loans through the purchase of a LIBO deposit bearing interest at the
rate obtained pursuant to the definition of LIBO Rate in an amount equal to the
amount of such LIBO Rate Loan and having a maturity comparable to the relevant
Interest Period and through the transfer of such LIBO deposit from an offshore
office of such Lender to a domestic office of such Lender in the United States
of America; provided, however, each Lender may fund each of its
LIBO Rate Loans in any manner it sees fit and the foregoing assumptions shall
be utilized only for the purposes of calculating amounts payable under this
Section 2.14 and under Section 2.15.


2.15.   Increased Costs; Capital Adequacy.


(a)   Compensation For Increased Costs and
Taxes.  Subject to the provisions of
Section 2.16 (which shall be controlling with respect to the matters covered
thereby), in the event that any Lender shall determine (which determination
shall, absent manifest error, be final and conclusive and binding upon all
parties hereto) that any law, treaty or governmental rule, regulation (including,
without limitation, Regulation D) or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or governmental authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): (i) subjects such Lender (or its
applicable lending office) to any additional Tax (other than any Tax on the
overall net income of such Lender) with respect to this Agreement or any of the
other Credit Documents or any of its obligations hereunder or thereunder or any
payments to such Lender (or its applicable lending office) of principal,
interest, fees or any other amount payable hereunder; (ii) imposes, modifies or
holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender; or (iii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such
case, the Borrower shall promptly pay to such Lender, upon receipt of the
statement referred to in the next sentence, such additional amount or amounts
(in the form of an increased rate of, or a different method of calculating,
interest or otherwise as such Lender in its sole discretion shall determine) as
may be necessary to compensate such Lender for any such increased cost or
reduction in amounts received or receivable hereunder.  Such Lender shall deliver to the Borrower
(with a copy to the Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to such Lender



 24
 









under this Section 2.15(a), which statement shall be
conclusive and binding upon all parties hereto absent manifest error; provided
that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs incurred more than 180 days prior to the date
that such Lender notifies the Borrower and the Agent of any event described in
this Section (a “Change in Law”) which gives rise to such increased
costs and of such Lender’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased costs
is retroactive, then the 180-day period referred to above shall be extended to
include the period of retroactive effect thereof.


(b)   Capital Adequacy Adjustment.  In the event that any Lender shall have
determined that the adoption, effectiveness, phase-in or applicability
after the Closing Date of any law, rule or regulation (or any provision
thereof) regarding capital adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with
any guideline, 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 the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender’s Loans, or participations
therein or other obligations hereunder with respect to the Loans to a level
below that which such Lender or such controlling corporation could have
achieved but for such adoption, effectiveness, phase-in, applicability,
change or compliance (taking into consideration the policies of such Lender or
such controlling corporation with regard to capital adequacy), then from time
to time, within five Business Days after receipt by the Borrower from such
Lender of the statement referred to in the next sentence, the Borrower shall
pay to such Lender such additional amount or amounts as will compensate such
Lender or such controlling corporation on an after-tax basis for such
reduction.  Such Lender shall deliver to
the Borrower (with a copy to the Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this Section 2.15(b), which statement shall be conclusive and
binding upon all parties hereto absent manifest error; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs incurred more than 180 days prior to the date that such
Lender notifies the Borrower and the Agent of any Change in Law which gives
rise to such increased costs and of such Lender’s intention to claim
compensation therefor; provided  further that, if the Change in
Law giving rise to such increased costs is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect
thereof.


2.16.   Taxes; Withholding, etc.


(a)   Payments to Be Free and Clear.  All sums payable by the Borrower hereunder
and under the other Credit Documents shall (except to the extent required by
law) be paid free and clear of, and without any deduction or withholding on
account of, any Tax (other than a Tax on the overall net income of any Lender)
imposed, levied, collected, withheld or assessed by or within the United States
of America or any political subdivision in or of the United States of America
or any other jurisdiction from or to which a payment is made by or on behalf of
the Borrower or by any federation or organization of which the United States of
America or any such jurisdiction is a member at the time of payment.



 25
 









(b)   Withholding of Taxes.  If the Borrower or any other Person is
required by law to make any deduction or withholding on account of any such Tax
from any sum paid or payable by the Borrower to the Agent or any Lender under
any of the Credit Documents: (i) the Borrower shall pay any such Tax before the
date on which penalties attach thereto, such payment to be made (if the
liability to pay is imposed on the Borrower) for its own account or (if that
liability is imposed on the Agent or such Lender, as the case may be) on behalf
of and in the name of the Agent or such Lender; (ii) the sum payable by the
Borrower in respect of which the relevant deduction, withholding or payment is
required shall be increased to the extent necessary to ensure that, after the
making of that deduction, withholding or payment, the Agent or such Lender, as
the case may be, receives on the due date a net sum equal to what it would have
received had no such deduction, withholding or payment been required or made;
and (iii) within thirty days after paying any sum from which it is required by
law to make any deduction or withholding, and within thirty days after the due
date of payment of any Tax which it is required by clause (i) above to pay, the
Borrower shall deliver or cause to be delivered to the Agent evidence
satisfactory to the other affected parties of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or other
authority; provided, no such additional amount shall be required to be paid to
any Lender under clause (ii) above except to the extent that any change after
the date hereof (in the case of each Lender listed on the signature pages
hereof on the Closing Date) or after the effective date of the Assignment
Agreement pursuant to which such Lender became a Lender (in the case of each
other Lender) in any such requirement for a deduction, withholding or payment
as is mentioned therein shall result in an increase in the rate of such
deduction, withholding or payment from that in effect at the date hereof or at
the date of such Assignment Agreement, as the case may be, in respect of
payments to such Lender.


(c)   Evidence of Exemption From U.S.
Withholding Tax.  Each Lender that is
not a United States Person (as such term is defined in Section 7701(a)(30) of
the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to the
Agent for transmission to the Borrower, on or prior to the Closing Date (in the
case of each Lender listed on the signature pages hereof on the Closing Date)
or on or prior to the date of the Assignment Agreement pursuant to which it
becomes a Lender (in the case of each other Lender), and at such other times as
may be necessary in the determination of the Borrower or the Agent (each in the
reasonable exercise of its discretion), (i) two original copies of Internal
Revenue Service Form W-8BEN, W-8ECI or W-8IMY (with required
attachments) (or, in each case, any successor forms), properly completed and
duly executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by the Borrower to establish
that such Lender is not subject to deduction or withholding of United States
federal income tax with respect to any payments to such Lender of principal,
interest, fees or other amounts payable under any of the Credit Documents, or
(ii) if such Lender is not a “bank” or other Person described in
Section 881(c)(3) of the Internal Revenue Code and cannot deliver either
Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a
Certificate re Non-Bank Status together with two original copies of
Internal Revenue Service Form W-8BEN (or any successor form), properly
completed and duly executed by such Lender, and such other documentation
required under the Internal Revenue Code and reasonably requested by the
Borrower to establish that such Lender is not subject to deduction or
withholding of United States federal income tax with respect to any payments to
such Lender of interest payable under any of the Credit Documents.  Each Lender that is a United States person
(as such term is defined in Section 7701(a)(30) of the Internal Revenue Code)
for United States federal income tax purposes (a



 26
 









“U.S. Lender”)
shall deliver to the Agent and the Borrower on or prior to the Closing Date
(or, if later, on or prior to the date on which such Lender becomes a party to
this Agreement) two original copies of Internal Revenue Service Form W-9 (or
any successor form), properly completed and duly executed by such Lender,
certifying that such U.S. Lender is entitled to an exemption from United States
backup withholding tax, or otherwise prove that it is entitled to such an
exemption.  Each Lender required to
deliver any forms, certificates or other evidence with respect to United States
federal income tax withholding matters pursuant to this Section 2.16(c) hereby
agrees, from time to time after the initial delivery by such Lender of such
forms, certificates or other evidence, whenever a lapse in time or change in
circumstances renders such forms, certificates or other evidence obsolete or
inaccurate in any material respect, that such Lender shall promptly deliver to
the Agent for transmission to the Borrower two new original copies of Internal
Revenue Service Form W-8BEN, W-8ECI or W-8IMY (with required
attachments), or a Certificate re Non-Bank Status and two original copies
of Internal Revenue Service Form W-8BEN (or any successor form), as the
case may be, properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably
requested by the Borrower to confirm or establish that such Lender is not
subject to deduction or withholding of United States federal income tax with
respect to payments to such Lender under the Credit Documents, or notify the
Agent and the Borrower of its inability to deliver any such forms, certificates
or other evidence.  The Borrower shall
not be required to pay any additional amount to any Non-US Lender under
Section 2.16(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence referred to in the second sentence of this
Section 2.16(c), or (2) to notify the Agent and the Borrower of its inability
to deliver any such forms, certificates or other evidence, as the case may be; provided,
if such Lender shall have satisfied the requirements of the first sentence of
this Section 2.16(c) on the Closing Date or on the date of the Assignment
Agreement pursuant to which it became a Lender, as applicable, nothing in this
last sentence of Section 2.16(c) shall relieve the Borrower of its obligation
to pay any additional amounts pursuant this Section 2.16 in the event that, as
a result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the
fact that such Lender is not subject to withholding as described herein.


2.17.   Obligation to Mitigate.  Each Lender agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender to receive payments under Section 2.14, 2.15 or
2.16, it will, to the extent not inconsistent with the internal policies of
such Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Credit Extensions, including
any Affected Loans, through another office of such Lender, or (b) take
such other measures as such Lender may deem reasonable, if as a result thereof
the circumstances which would cause such Lender to be an Affected Lender would
cease to exist or the additional amounts which would otherwise be required to
be paid to such Lender pursuant to Section 2.14, 2.15 or 2.16 would be
materially reduced and if, as determined by such Lender in its sole discretion,
the making, funding or maintaining of such Loans through such other office or
in accordance with such other measures, as the case may be, would not otherwise
adversely affect such Loans or the interests of such Lender; provided,
such Lender will not be



 27
 









obligated to utilize such other office pursuant to
this Section 2.17 unless the Borrower agrees to pay all incremental expenses
incurred by such Lender as a result of utilizing such other office as described
above.  A certificate as to the amount of
any such expenses payable by the Borrower pursuant to this Section 2.17
(setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender to the Borrower (with a copy to the Agent) shall be
conclusive absent manifest error.


2.18.   Removal or Replacement of a Lender.  Anything contained herein to the contrary
notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give
notice to the Borrower that such Lender is an Affected Lender or that such
Lender is entitled to receive payments under Section  2.14, 2.15 or 2.16,
(ii) the circumstances which have caused such Lender to be an Affected Lender
or which entitle such Lender to receive such payments shall remain in effect,
and (iii) such Lender shall fail to withdraw such notice within five Business
Days after the Borrower’s request for such withdrawal; or (b) in connection
with any proposed amendment, modification, termination, waiver or consent with
respect to any of the provisions hereof as contemplated by Section 9.5(b), the
consent of the Requisite Lenders shall have been obtained but the consent of
one or more of such other Lenders (each a “Non-Consenting
Lender”) whose consent is required shall not have been obtained;
then, with respect to each such Increased-Cost Lender or Non-Consenting
Lender (the “Terminated Lender”),
the Borrower may, by giving written notice to the Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and
such Terminated Lender hereby irrevocably agrees) to assign its outstanding
Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with
the provisions of Section 9.6 and the Borrower shall pay the fees, if any,
payable thereunder in connection with any such assignment from an Increased
Cost Lender or a Non-Consenting Lender; provided, (1) on the date of
such assignment, the Replacement Lender shall pay to Terminated Lender an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Terminated Lender; (2) on the date of such assignment, the
Borrower shall pay any amounts payable to such Terminated Lender pursuant to
Section 2.14(c), 2.15 or 2.16; or otherwise as if it were a prepayment and (3)
in the event such Terminated Lender is a Non-Consenting Lender, each
Replacement Lender shall consent, at the time of such assignment, to each
matter in respect of which such Terminated Lender was a Non-Consenting
Lender.  Upon the prepayment of all
amounts owing to any Terminated Lender, such Terminated Lender shall no longer
constitute a “Lender” for purposes hereof; provided, any rights of such
Terminated Lender to indemnification hereunder shall survive as to such
Terminated Lender.


SECTION 3.   CONDITIONS PRECEDENT


3.1.   Closing Date.  The obligation of each Lender to make a
Credit Extension on the Closing Date is subject to the satisfaction, or waiver
in accordance with Section 9.5, of the following conditions on or before the
Closing Date:


(a)   Credit Documents.  The Agent shall have received sufficient
copies of each Credit Document originally executed and delivered by the
Borrower for each Lender.



 28
 









(b)   Organizational Documents; Incumbency.  The Agent shall have received (i) sufficient
copies of the Borrower’s articles of incorporation, as amended, and its by-laws,
as amended, and, to the extent applicable, certified as of a recent date by the
appropriate governmental official, for each Lender, each dated the Closing Date
or a recent date prior thereto; (ii) signature and incumbency certificates of
the officers of such Person executing the Credit Documents; (iii) resolutions
of the Board of Directors or similar governing body of the Borrower approving
and authorizing the execution, delivery and performance of this Agreement and
the other Credit Documents, certified as of the Closing Date by its secretary
or an assistant secretary as being in full force and effect without modification
or amendment; (iv) a good standing certificate from the applicable Governmental
Authority of the Borrower’s jurisdiction of incorporation, organization or
formation, dated a recent date prior to the Closing Date; and (v) such other
documents as the Agent may reasonably request.


(c)   Governmental Authorizations and Consents.  The Borrower shall have obtained
all Governmental Authorizations and all consents of other Persons, in each
case that are necessary or advisable in connection with the transactions
contemplated by the Credit Documents and the foregoing shall be in full force
and effect and in form and substance reasonably satisfactory to the Agent.


(d)   Financial Statements.  The Lenders shall have received from the
Borrower the Historical Financial Statements.


(e)   Opinions of Counsel to the Borrower.  The Lenders shall have received originally
executed copies of the favorable written opinion of Latham & Watkins LLP,
counsel for the Borrower, in the form of Exhibit D hereto, dated as of the Closing
Date (and the Borrower hereby instructs such counsel to deliver such opinions
to the Agent and the Lenders).


(f)   Fees. 
The Borrower shall have paid to the Agent the fees payable on the
Closing Date referred to in Section 2.8.


(g)   Closing Date Certificate.  The Borrower shall have delivered to the
Agent an originally executed Closing Date Certificate, together with all
attachments thereto.


(h)   Closing Date.  The Lenders shall have made the Loans to the
Borrower on or before June 30, 2007.


(i)   No Litigation.  There shall not exist any action, suit,
investigation, litigation, proceeding, hearing or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of the Agent, singly or
in the aggregate, materially impairs any of the other transactions contemplated
by the Credit Documents, or that could reasonably be expected to have a
Material Adverse Effect.


(j)   Completion of Proceedings.  All partnership, corporate and other
proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by the Agent and its counsel shall be satisfactory in form and
substance to the Agent and such counsel, and the Agent and such counsel shall
have received all such counterpart originals or certified copies of such
documents as the Agent may reasonably request.



 29
 









(k)   Letter of Direction.  The Agent shall have received a duly executed
letter of direction from the Borrower addressed to the Agent, on behalf of
itself and the Lenders, directing the disbursement on the Closing Date of the
proceeds of the Loans made on such date.


(l)   Patriot Act.  Prior to the Closing Date, the Agent shall
have received all documentation and other information required by bank
regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including the U.S.A. Patriot Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)).


3.2.   Conditions to Each Credit Extension.


(a)   Conditions Precedent.  The obligation of each Lender to make any
Loan on any Credit Date, including the Closing Date, are subject to the
satisfaction, or waiver in accordance with Section 9.5, of the following
conditions precedent:


(i)   The Agent shall have received a fully
executed and delivered Funding Notice;


(ii)   as of such Credit Date, the representations
and warranties contained herein and in the other Credit Documents shall be true
and correct in all material respects on and as of that Credit Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and  correct in all material respects on and as of
such earlier date; and


(iii)   as of such Credit Date, no event shall have
occurred and be continuing or would result from the consummation of the
applicable Credit Extension that would constitute an Event of Default or a
Default.


The Agent or the Requisite Lenders shall be entitled,
but not obligated to, request and receive, prior to the making of any Credit
Extension, additional information reasonably satisfactory to the requesting
party confirming the satisfaction of any of the foregoing if, in the good faith
judgment of the Agent or the Requisite Lenders such request is warranted under
the circumstances.


(b)   Notices.  Any Notice shall be executed by an Authorized
Officer in a writing delivered to the Agent. 
In lieu of delivering a Notice, the Borrower may give the Agent
telephonic notice by the required time of any proposed borrowing or
conversion/continuation, as the case may be; provided each such notice
shall be promptly confirmed in writing by delivery of the applicable Notice to
the Agent on or before the applicable date of borrowing,
continuation/conversion or issuance. 
Neither the Agent nor any Lender shall incur any liability to the
Borrower in acting upon any telephonic notice referred to above that the Agent
believes in good faith to have been given by a duly authorized officer or other
person authorized on behalf of the Borrower or for otherwise acting in good
faith.



 30
 









SECTION 4.   REPRESENTATIONS AND WARRANTIES


In order to induce the
Lenders to enter into this Agreement and to make each Credit Extension to be
made thereby, the Borrower represents and warrants to each Lender, on the
Closing Date, that the following statements are true and correct:


4.1.   Organization; Requisite Power and Authority;
Qualification.  The
Borrower (a) is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization, (b) has all requisite power and
authority to own and operate its properties, to carry on its business as now
conducted and as proposed to be conducted, to enter into the Credit Documents
and to carry out the transactions contemplated thereby, and (c) is qualified to
do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except
in jurisdictions where the failure to be so qualified or in good standing has
not had, and could not be reasonably expected to have, a Material Adverse
Effect.


4.2.   Due Authorization.  The execution, delivery and performance of
the Credit Documents have been duly authorized by all necessary action on the
part of the Borrower.


4.3.   No Conflict.  The execution, delivery and performance by
the Borrower of the Credit Documents and the consummation of the transactions
contemplated by the Credit Documents do not and will not (a) violate (i) any
provision of any law or any governmental rule or regulation applicable to the
Borrower or any of its Subsidiaries, (ii) the articles of incorporation, as
amended, or by-laws, as amended, of the Borrower, or (iii) any order, judgment
or decree of any court or other agency of government binding on the Borrower or
any of its Subsidiaries; (b) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Borrower or any of its Subsidiaries; (c) result
in or require the creation or imposition of any Lien upon any of the properties
or assets of the Borrower or any of its Subsidiaries; or (d) require any
approval of stockholders, members or partners or any approval or consent of any
Person under any Contractual Obligation of the Borrower or any of its
Subsidiaries, except for such approvals or consents which will be obtained on
or before the Closing Date and disclosed in writing to the Lenders.


4.4.   Governmental Consents.  The execution, delivery and performance by
the Borrower of the Credit Documents and the consummation of the transactions contemplated
by the Credit Documents do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by, any
Governmental Authority, except for such registrations, consents or approvals
which have been obtained on or before the Closing Date.


4.5.   Binding Obligation.  Each Credit Document has been duly executed
and delivered by the Borrower and is the legally valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


4.6.   Historical Financial Statements.  The Historical Financial Statements were
prepared in conformity with GAAP and fairly present, in all material respects,
the financial



 31
 









position, on a consolidated basis, of the Persons
described in such financial statements as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the
case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. 
As of the Closing Date, neither the Borrower nor any of its Subsidiaries
has any contingent liability or liability for taxes, long-term lease or
unusual forward or long-term commitment that is not reflected in the
Historical Financial Statements or the notes thereto and which in any such case
is material in relation to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries taken as a whole.


4.7.   No Material Adverse Change. 
Since May 28, 2006, no event, circumstance or change has occurred that
has caused or evidences, either in any case or in the aggregate, a Material
Adverse Effect.


4.8.   Adverse Proceedings, etc. 
There are no Adverse Proceedings, individually or in the aggregate, that
could reasonably be expected to have a Material Adverse Effect.  Neither the Borrower nor any of its
Subsidiaries (a) is in violation of any applicable laws (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, or (b) is subject to or in default with
respect to any final judgments, writs, injunctions, decrees, rules or
regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.


4.9.   Governmental Regulation. 
Neither the Borrower nor any of its Subsidiaries is subject to
regulation under the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable. 
Neither the Borrower nor any of its Subsidiaries is a “registered
investment company” or a company “controlled” by a “registered investment
company” or a “principal underwriter” of a “registered investment company” as
such terms are defined in the Investment Company Act of 1940.


4.10.   Margin Stock.  Neither the Borrower nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying any
Margin Stock.  No part of the proceeds of
the Loans made to the Borrower will be used to purchase or carry any such
Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any such Margin Stock or for any purpose that violates, or is
inconsistent with, the provisions of Regulation T, U or X of the Board of
Governors.


4.11.   Disclosure.  No representation or warranty of the Borrower
contained in any Credit Document or in any other documents, certificates or
written statements furnished to the Agent or any Lender by or on behalf of the
Borrower or any of its Subsidiaries for use in connection with the transactions
contemplated hereby, when taken as a whole, contains any untrue statement of a material
fact or omits to state a material fact (known to the Borrower, in the case of
any document not furnished by either of them) necessary in order to make the
statements



 32














contained herein or
therein not misleading in light of the circumstances in which the same were
made.  Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by the Borrower to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.  There are no facts known (or
which should upon the reasonable exercise of diligence be known) to the
Borrower (other than matters of a general economic nature) that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect and that have not been disclosed herein or in such other
documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated hereby.


4.12.   Patriot Act.  To the extent
applicable, the Borrower is in compliance, in all material respects, with the
(i) Trading with the Enemy Act, as amended, and each of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order
relating thereto, and (ii) Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act
of 2001).  No part of the proceeds of the
Loans will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.


SECTION
5.   AFFIRMATIVE COVENANTS


The Borrower
covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations, the Borrower shall perform, and shall cause
each of its Subsidiaries to perform, all covenants in this Section 5.


5.1.   Financial Statements and Other Reports. 
The Borrower will deliver to the Agent and the Lenders:


(a)   Quarterly Financial Statements.  As soon as available, and in any event within
45 days after the end of each Fiscal Quarter of each Fiscal Year, commencing
with the Fiscal Quarter in which the Closing Date occurs, the consolidated
balance sheets of the Borrower and its Subsidiaries as at the end of such
Fiscal Quarter and the related consolidated statements of income, stockholders’
equity and cash flows of the Borrower and its Subsidiaries for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year
to the end of such Fiscal Quarter, setting forth in each case in comparative
form the corresponding figures for the corresponding periods of the previous
Fiscal Year, all in reasonable detail, together with a Financial Officer Certification
with respect thereto;


(b)   Annual Financial Statements.  As soon as available, and in any event within
90 days after the end of each Fiscal Year, commencing with the Fiscal Year in
which the Closing Date occurs, (i) the consolidated balance sheets of the
Borrower and its Subsidiaries as at the end of such Fiscal Year and the related
consolidated statements of income, stockholders’ equity and 



 33
 








cash flows of the
Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case
in comparative form the corresponding figures for the previous Fiscal Year
covered by such financial statements, in reasonable detail, together with a
Financial Officer Certification with respect thereto; and (ii) with
respect to such consolidated financial statements a report thereon of KPMG LLP
or other independent certified public accountants of recognized national
standing selected by the Borrower, and reasonably satisfactory to the Agent
(which report shall be unqualified as to going concern and scope of audit, and
shall state that such consolidated financial statements fairly present, in all
material respects, the consolidated financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated in conformity with GAAP applied on a
basis consistent with prior years (except as otherwise disclosed in such
financial state­ments) and that the examination by such accountants in
connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards);


(c)   Compliance Certificate.  Together with each delivery of financial
statements of the Borrower and its Subsidiaries pursuant to Sections 5.1(a) and
5.1(b), a duly executed and completed Compliance Certificate;


(d)   Statements of Reconciliation after Change
in Accounting Principles.  If, as a
result of any change in accounting principles and policies from those used in
the preparation of the Historical Financial Statements, the consolidated
financial statements of the Borrower and its Subsidiaries delivered pursuant to
Section 5.1(a) or 5.1(b) will differ in any material respect from the
consolidated financial statements that would have been delivered pursuant to
such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after
such change, one or more statements of reconciliation for all such prior
financial statements in form and substance satisfactory to the Agent;


(e)   Notice of Default.  Promptly upon any Authorized Officer of the
Borrower obtaining knowledge (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to the Borrower
with respect thereto; (ii) that any Person has given any notice to the
Borrower or any of its Subsidiaries or taken any other action with respect to
any event or condition set forth in Section 7.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect, a certificate of its Authorized
Officer specifying the nature and period of existence of such condition, event
or change, or specifying the notice given and action taken by any such Person
and the nature of such claimed Event of Default, Default, default, event or
condition, and what action the Borrower has taken, is taking and proposes to
take with respect thereto;


(f)   Notice of Litigation.  Promptly upon any Authorized Officer of the
Borrower obtaining knowledge of (i) the institution of, or non-frivolous
threat of, any Adverse Proceeding not previously disclosed in writing by the
Borrower to the Lenders, or (ii) any material development in any Adverse Proceeding
that, in the case of either clause (i) or (ii), could be reasonably expected to
have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the
transactions contemplated hereby, written notice thereof together with such
other information as may be reasonably available to the Borrower to enable the
Lenders and their counsel to evaluate such matters;



 34
 








(g)   Other Information.  (A) Promptly upon their becoming available,
copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by the Borrower to its security
holders acting in such capacity or by any Subsidiary of the Borrower to its
security holders other than the Borrower or another Subsidiary of the Borrower,
(ii) all regular and periodic reports and all registration statements and
prospectuses, if any, filed by the Borrower or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority, (iii) all press releases and
other statements made available generally by the Borrower or any of its
Subsidiaries to the public concerning material developments in the business of
the Borrower or any of its Subsidiaries, and (B) such other information and
data with respect to the Borrower or any of its Subsidiaries as from time to
time may be reasonably requested by the Agent or any Lender; and


(h)   Certification of Public Information.  Concurrently with the delivery of any
document or notice required to be delivered pursuant to this Section 5.1, the
Borrower shall indicate in writing whether such document or notice contains
Nonpublic Information.  The Borrower and
each Lender acknowledge that certain of the Lenders may be “public-side”
Lenders (Lenders that do not wish to receive material non-public information
with respect to the Borrower, its Subsidiaries or their securities) and, if
documents or notices required to be delivered pursuant to this Section 5.1 or
otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or
another relevant website or other information platform (the “Platform”), any document or notice that
the Borrower has indicated contains Nonpublic Information shall not be posted
on that portion of the Platform designated for such public-side Lenders.  If the Borrower has not indicated whether a
document or notice delivered pursuant to this Section 5.1 contains Nonpublic
Information, the Agent reserves the right to post such document or notice
solely on that portion of the Platform designated for Lenders who wish to
receive material nonpublic information with respect to the Borrower, its
Subsidiaries and their securities.


5.2.   Existence.  Except as otherwise
permitted under Section 6.5, the Borrower will, and will cause each of its
Subsidiaries to, at all times preserve and keep in full force and effect its
existence and all rights and franchises, licenses and permits material to its
business; provided, neither the Borrower (other than with respect to
existence) or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if such Person’s board of
directors (or similar governing body) shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Person,
and that the loss thereof is not disadvantageous in any material respect to
such Person or to the Lenders.


5.3.   Payment of Taxes and Claims. 
The Borrower will, and will cause each of its Subsidiaries to, pay all
Taxes imposed upon it or any of its properties or assets or in respect of any
of its income, businesses or franchises (other than de minimus Taxes) before
any penalty or fine accrues thereon, and all claims (including claims for
labor, services, materials and supplies, but not including any de minimus
claims) for sums that have become due and payable and that by law have or may
become a Lien upon any of its properties or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, no
such Tax or claim need be 



 35
 








paid if it is
being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor.  The Borrower will not, nor
will it permit any of its Subsidiaries to, file or consent to the filing of any
consolidated income tax return with any Person (other than the Borrower or any
of its Subsidiaries).


5.4.   Maintenance of Properties.  The Borrower will,
and will cause each of its Subsidiaries to, maintain or cause to be maintained
in good repair, working order and condition, ordinary wear and tear excepted,
all material properties used or useful in the business of the Borrower and its
Subsidiaries and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof.


5.5.   Insurance.  The Borrower will
maintain or cause to be maintained, with financially sound and reputable
insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and casualty insurance with respect
to liabilities, losses or damage in respect of the assets, properties and
businesses of the Borrower and its Subsidiaries as may customarily be carried
or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise
on such terms and conditions as shall be customary for such Persons.


5.6.   Books and Records; Inspections. 
The Borrower will, and will cause each of its Subsidiaries to, keep
proper books of record and accounts in which full, true and correct entries in
conformity in all material respects with GAAP shall be made of all dealings and
transactions in relation to its business and activities.  The Borrower will, and will cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of the Borrower and any of its
respective Subsidiaries, to inspect, copy and take extracts from its and their
financial and accounting records, and to discuss its and their affairs,
finances and accounts with its and their officers and independent public
accountants, all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested.


5.7.   Compliance with Laws.  The Borrower will
comply, and shall cause each of its Subsidiaries and all other Persons, if any,
on or occupying any Facilities to comply, with the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws), noncompliance with which could reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.


SECTION
6.   NEGATIVE COVENANTS


The Borrower
covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations, the Borrower shall perform, and shall cause
each of its Subsidiaries to perform, all covenants in this Section 6.


6.1.   Liens.  The Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or permit to exist any Lien on or with respect to any
property 



 36
 








or asset of
any kind (including any document or instrument in respect of goods or accounts
receivable) of the Borrower or any of its Subsidiaries, whether now owned or
hereafter acquired or licensed, or any income, profits or royalties therefrom,
or file or permit the filing of, or permit to remain in effect, any financing
statement or other similar notice of any Lien with respect to any such
property, asset, income, profits or royalties under the UCC of any State or
under any similar recording or notice statute or under the intellectual
property laws, rules or procedures, except:


(a)   Liens for Taxes if obligations with respect
to such Taxes are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted;


(b)   statutory Liens of landlords, banks (and
rights of set-off), of carriers, warehousemen, mechanics, repairmen,
workmen and materialmen, and other Liens imposed by law (other than any such
Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue
Code or by ERISA), in each case incurred in the ordinary course of business (i)
for amounts not yet overdue or (ii) for amounts that are overdue and that (in
the case of any such amounts overdue for a period in excess of five days) are
being contested in good faith by appropriate proceedings, so long as such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made for any such contested amounts;


(c)   Liens incurred in the ordinary course of
business in connection with workers’ compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds
and other similar obligations (exclusive of obligations for the payment of borrowed
money or other Indebtedness);


(d)   easements, rights-of-way,
restrictions, encroachments, and other minor defects or irregularities in
title, in each case which do not and will not interfere in any material respect
with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;


(e)   any interest or title of a lessor or
sublessor under any lease of real estate permitted hereunder;


(f)   Liens solely on any cash earnest money
deposits made by the Borrower or any of its Subsidiaries in connection with any
letter of intent or purchase agreement permitted hereunder;


(g)   purported Liens evidenced by the filing of
precautionary UCC financing statements relating solely to operating leases of
personal property entered into in the ordinary course of business;


(h)   Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods;


(i)   any zoning or similar law or right reserved
to or vested in any governmental office or agency to control or regulate the
use of any real property;



 37
 








(j)   non-exclusive outbound licenses of patents,
copyrights, trademarks and other intellectual property rights granted by the
Borrower or any of its Subsidiaries in the ordinary course of business and not
interfering in any respect with the ordinary conduct of or materially
detracting from the value of the business of the Borrower or such Subsidiary;


(k)   Liens securing purchase money Indebtedness; provided,
any such Lien shall encumber only the asset acquired with the proceeds of such
Indebtedness;


(l)   Liens arising solely by virtue of any
statutory or common law provision relating to banker’s liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained
with a creditor depository institution; provided that (a) such deposit account
is not a dedicated cash collateral account and is not subject to restrictions
against access by the Borrower or any Subsidiary in excess of those set forth
by regulations promulgated by the Federal Reserve Bank, and (b) such deposit
account is not intended by the Borrower or any Subsidiary to provide collateral
to the depository institution;


(m)   Liens on assets of any Person that becomes a
Subsidiary after the date of this Agreement, provided that such Liens existed
at the time of such acquisition of such Person and were not created in
anticipation thereof or for purposes of circumventing this Agreement; and


(n)   other Liens securing Indebtedness in an
aggregate amount not to exceed 10% of the total assets of the Borrower and its
Subsidiaries at any time outstanding.


6.2.   Investments.  The Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly or indirectly,
make or own any Investment in any Person, except:


(a)   Investments in Cash Equivalents;


(b)   Investments in any Subsidiary of the
Borrower;


(c)   Investments (i) received in connection with
the bankruptcy or reorganization of suppliers and customers and the compromise
or settlement of delinquent obligations of, and other disputes with, customers
and suppliers arising in the ordinary course of business and
(ii) consisting of deposits, prepayments and other credits to suppliers
made in the ordinary course of business consistent with the past practices of
the Borrower and its Subsidiaries;


(d)   intercompany loans;


(e)   loans and advances to employees of the
Borrower and its Subsidiaries made in the ordinary course of business;


(f)   other Investments in an aggregate amount not
to exceed at any time 10% of the total assets of the Borrower and its
Subsidiaries; and


(g)   any Investment contemplated by Section 2.3
hereof.



 38
 








6.3.   Financial
Covenants.


(a)   Interest Coverage Ratio.  The Borrower shall not permit the Interest Coverage
Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal
Quarter ending August 26, 2007, to be less than 5.00 to 1.00.


(b)   Leverage Ratio.  The Borrower shall not permit the Leverage
Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal
Quarter ending August 26, 2007, to exceed 2.75 to 1.00.


6.4.   Fundamental Changes; Disposition of Assets. 
The Borrower shall not merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries
to do so, except that (a)any Subsidiary of the Borrower may merge or consolidate
with or into, or dispose of assets to, any other Subsidiary of the Borrower or
the Borrower and in connection therewith such Subsidiary may be liquidated or
dissolved and (b) the Borrower or a Subsidiary of the Borrower may merge or
consolidate with or into, or dispose of assets to, any other Person so long as
the Borrower or such Subsidiary is the surviving corporation, provided,
in each case, that no Default shall have occurred and be continuing at the time
of such proposed transaction or would result therefrom.


6.5.   Transactions with Shareholders and
Affiliates.  The Borrower shall not, nor shall it
permit any of its Subsidiaries to, directly or indirectly, enter into or permit
to exist any transaction (including the purchase, sale, lease or exchange of
any property or the rendering of any service) with any Affiliate of the
Borrower on terms that are less favorable to the Borrower or that Subsidiary,
as the case may be, than those that might be obtained at the time from a Person
who is not such a holder or Affiliate; provided, the foregoing
restriction shall not apply to (a) reasonable and customary fees paid to
members of the board of directors (or similar governing body) of the Borrower
and its Subsidiaries, (b) compensation arrangements for officers and other
employees of the Borrower and its Subsidiaries entered into in the ordinary
course of business and (c) any transaction between or among the Borrower and
its wholly-owned Subsidiaries.


6.6.   Conduct of Business.  From and after the
Closing Date, the Borrower shall not, nor shall it permit any of its
Subsidiaries to, engage in any business other than (i) the businesses
engaged in by the Borrower on the Closing Date and similar or related
businesses and any business that is complementary to or a reasonable extension
of such business and (ii) such other lines of business as may be consented to
by the Requisite Lenders.


SECTION
7.   EVENTS OF DEFAULT


7.1.   Events of Default.  If any one or more
of the following conditions or events shall occur:


(a)   Failure to Make Payments When Due.  Failure by the Borrower to pay (i) when due
any installment of principal of any Loan, whether at stated maturity, by
acceleration, by notice of voluntary prepayment, by mandatory prepayment or
otherwise; or (ii) any interest on any Loan or any fee or any other amount due
hereunder within five days after the date due; or



 39
 








(b)   Default in Other Agreements.  (i) Failure of the Borrower or any of its
Subsidiaries to pay when due any principal of or interest on or any other
amount payable in respect of one or more items of Indebtedness (other than
Indebtedness referred to in Section 7.1(a)) in an aggregate principal amount of
$50,000,000 or more, in each case beyond the grace period, if any, provided
therefor; or (ii) breach or default by the Borrower with respect to any other
material term of (1) one or more items of Indebtedness in the individual or
aggregate principal amounts referred to in clause (i) above or (2) any
loan agreement, mortgage, indenture or other agreement relating to such item(s)
of Indebtedness, in each case beyond the grace period, if any, provided
therefor, if the effect of such breach or default is to cause, or to permit the
holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders), to cause, that Indebtedness to become or be declared due and payable
(or redeemable) prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; or


(c)   Breach of Certain Covenants.  Failure of the Borrower to perform or comply
with any term or condition contained in Section 2.3, Sections 5.1(a), 5.1(b),
5.1(c) and 5.1(e), Section 5.2 or Section 6; or


(d)   Breach of Representations, etc.  Any representation, warranty, certification
or other statement made or deemed made by the Borrower in any Credit Document
or in any statement or certificate at any time given by the Borrower or any of
its Subsidiaries in writing pursuant hereto or thereto or in connection
herewith or therewith shall be false in any material respect as of the date
made or deemed made; or


(e)   Other Defaults Under Credit Documents.  The Borrower shall default in the performance
of or compliance with any term contained herein or any of the other Credit
Documents, other than any such term referred to in any other Section of this
Section 7.1, and such default shall not have been remedied or waived
within thirty days after the earlier of (i) an Authorized Officer of the
Borrower becoming aware of such default or (ii) receipt by the Borrower of
written notice from the Agent or any Lender of such default; or


(f)   Involuntary Bankruptcy; Appointment of
Receiver, etc.  (i) A court of
competent jurisdiction shall enter a decree or order for relief in respect of
the Borrower or any of its Material Subsidiaries in an involuntary case under
the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect, which decree or order is not stayed; or
any other similar relief shall be granted under any applicable federal or state
law; or (ii) an involuntary case shall be commenced against the Borrower
or any of its Material Subsidiaries under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in effect;
or a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over the Borrower or any of its Material
Subsidiaries, or over all or a substantial part of its property, shall have
been entered; or there shall have occurred the involuntary appointment of an
interim receiver, trustee or other custodian of the Borrower or any of its
Material Subsidiaries for all or a substantial part of its property; or a
warrant of attachment, execution or similar process shall have been issued
against any substantial part of the property of the Borrower or any of its
Material Subsidiaries, and any such event described in this clause (ii) shall
continue for sixty days without having been dismissed, bonded or discharged; or



 40
 








(g)   Voluntary Bankruptcy; Appointment of
Receiver, etc.  (i) The Borrower or
any of its Material Subsidiaries shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or the Borrower or any of its Material Subsidiaries shall
make any assignment for the benefit of creditors; or (ii) the Borrower or
any of its Material Subsidiaries shall be unable, or shall fail generally, or
shall admit in writing its inability, to pay its debts as such debts become
due; or the board of directors (or similar governing body) of the Borrower or
any of its Material Subsidiaries (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions
referred to herein or in Section 7.1(f); or


(h)   Judgments and Attachments.  Any money judgment, writ or warrant of
attachment or similar process involving in the aggregate at any time an amount
in excess of $50,000,000 (to the extent not adequately covered by insurance as
to which a solvent and unaffiliated insurance company has acknowledged
coverage) shall be entered or filed against the Borrower or any of its
Subsidiaries or any of their respective assets and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty days (or in any event later
than five days prior to the date of any proposed sale thereunder); or


(i)   Dissolution.  Any order, judgment or decree shall be
entered against the Borrower decreeing the dissolution or split up of the
Borrower and such order shall remain undischarged or unstayed for a period in
excess of thirty days; or


(j)   Employee Benefit Plans.  (i) There shall occur one or more ERISA
Events which individually or in the aggregate results in or might reasonably be
expected to result in liability of the Borrower, any of its Subsidiaries or any
of their respective ERISA Affiliates in excess of $50,000,000 during the term
hereof; or (ii) there exists any fact or circumstance that reasonably could be
expected to result in the imposition of a Lien or security interest under
Section 412(n) of the Internal Revenue Code or under ERISA with respect to any
Pension Plan.


(k)   Change of Control.  A Change of Control shall occur;


THEN,
(1) upon the occurrence of any Event of Default described in Section 7.1(f) or
7.1(g), automatically, and (2) upon the occurrence and during the continuance
of any other Event of Default, at the request of (or with the consent of) the
Requisite Lenders, upon notice to the Borrower by the Agent, each of the
following shall immediately become due and payable, in each case without
presentment, demand, protest or other requirements of any kind, all of which
are hereby expressly waived by the Borrower: (I) the unpaid principal amount of
and accrued interest on the Loans and (II) all other Obligations.



 41
 








SECTION
8.   THE AGENT


8.1.   Appointment of the Agent.  GSCP is hereby appointed the Agent hereunder and under the
other Credit Documents and each Lender hereby authorizes GSCP to act as the
Agent in accordance with the terms hereof and the other Credit Documents.  The Agent hereby agrees to act in its
capacity as such upon the express conditions contained herein and the other
Credit Documents, as applicable.  The
provisions of this Section 8(other than Section 8.7)  are solely for the benefit of the Agent and
the Lenders and the Borrower shall not have any rights as a third party
beneficiary of any of the provisions thereof. 
In performing its functions and duties hereunder, the Agent shall act
solely as an agent of the Lenders and does not assume and shall not be deemed
to have assumed any obligation towards or relationship of agency or trust with
or for the Borrower or any of its Subsidiaries.


8.2.   Powers and Duties.  Each Lender
irrevocably authorizes the Agent to take such action on such Lender’s behalf
and to exercise such powers, rights and remedies hereunder and under the other
Credit Documents as are specifically delegated or granted to the Agent by the
terms hereof and thereof, together with such powers, rights and remedies as are
reasonably incidental thereto.  The Agent
shall have only those duties and responsibilities that are expressly specified
herein and the other Credit Documents. 
The Agent may exercise such powers, rights and remedies and perform such
duties by or through its agents or employees. 
No Agent shall have, by reason hereof or any of the other Credit
Documents, a fiduciary relationship in respect of any Lender; and nothing
herein or any of the other Credit Documents, expressed or implied, is intended
to or shall be so construed as to impose upon the Agent any obligations in
respect hereof or any of the other Credit Documents except as expressly set
forth herein or therein.


8.3.  
General Immunity.


(a)   No Responsibility for Certain Matters.  No Agent shall be responsible to any Lender
for the execution, effectiveness, genuineness, validity, enforceability,
collectability or sufficiency hereof or any other Credit Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made
by the Agent to the Lenders or by or on behalf of the Borrower or any Lender or
in connection with the Credit Documents and the transactions contemplated
thereby or for the financial condition or business affairs of the Borrower or
any other Person liable for the payment of any Obligations, nor shall the Agent
be required to ascertain or inquire as to the performance or observance of any
of the terms, conditions, provisions, covenants or agreements contained in any
of the Credit Documents or as to the use of the proceeds of the Loans or as to
the existence or possible existence of any Event of Default or Default or to make
any disclosures with respect to the foregoing. 
Anything contained herein to the contrary notwithstanding, the Agent
shall not have any liability arising from confirmations of the amount of
outstanding Loans.


(b)   Exculpatory Provisions.  Neither the Agent nor any of its officers,
partners, directors, employees or agents shall be liable to the Lenders for any
action taken or omitted by the Agent under or in connection with any of the
Credit Documents except to the extent caused by the Agent’s gross negligence or
willful misconduct.  The Agent shall be
entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection 



 42
 








herewith or any of the
other Credit Documents or from the exercise of any power, discretion or
authority vested in it hereunder or thereunder unless and until the Agent shall
have received instructions in respect thereof from the Requisite Lenders (or
such other Lenders as may be required to give such instructions under Section
9.5) and, upon receipt of such instructions from the Requisite Lenders (or such
other Lenders, as the case may be), the Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power,
discretion or authority, in accordance with such instructions.  Without prejudice to the generality of the
foregoing, (i) the Agent shall be entitled to rely, and shall be fully
protected in relying, upon any communication, instrument or document believed
by it to be genuine and correct and to have been signed or sent by the proper
Person or Persons, and shall be entitled to rely and shall be protected in
relying on opinions and judgments of attorneys (who may be attorneys for the
Borrower and its Subsidiaries), accountants, experts and other professional
advisors selected by it; and (ii) no Lender shall have any right of action
whatsoever against the Agent as a result of the Agent acting or (where so
instructed) refraining from acting hereunder or any of the other Credit
Documents in accordance with the instructions of the Requisite Lenders (or such
other Lenders as may be required to give such instructions under Section 9.5).


(c)   Delegation
of Duties.  The Agent may perform any
and all of its duties and exercise its rights and powers under this Agreement
or under any other Credit Document by or through any one or more sub-agents
appointed by the Agent.  The Agent and
any such sub-agent may perform any and all of its duties and exercise its
rights and powers by or through their respective Affiliates.  The exculpatory, indemnification and other
provisions of this Section 8.3 and of Section 8.6 shall apply to any the
Affiliates of the Agent and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as the Agent.  All of
the rights, benefits, and privileges (including the exculpatory and
indemnification provisions) of this Section 8.3 and of Section 8.6 shall apply
to any such sub-agent and to the Affiliates of any such sub-agent, and shall
apply to their respective activities as sub-agent as if such sub-agent and
Affiliates were named herein. 
Notwithstanding anything herein to the contrary, with respect to each
sub-agent appointed by the Agent, (i) such sub-agent shall be a third party
beneficiary under this Agreement with respect to all such rights, benefits and
privileges (including exculpatory rights and rights to indemnification) and
shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and
privileges (including exculpatory rights and rights to indemnification)
directly, without the consent or joinder of any other Person, against any or
all of the Borrower and the Lenders, (ii) such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) shall not be
modified or amended without the consent of such sub-agent, and (iii) such
sub-agent shall only have obligations to the Agent and not to the Borrower, any
Lender or any other Person and none of the Borrower, any Lender or any other
Person shall have any rights, directly or indirectly, as a third party
beneficiary or otherwise, against such sub-agent.


8.4.   Agent Entitled to Act as Lender. 
The agency hereby created shall in no way impair or affect any of the
rights and powers of, or impose any duties or obligations upon, the Agent in
its individual capacity as a Lender hereunder. 
With respect to its participation in the Loans, the Agent shall have the
same rights and powers hereunder as any other Lender and may exercise the same
as if it were not performing the duties and functions delegated to it
hereunder, and the term “Lender” shall, unless the context clearly otherwise
indicates, include the Agent in 



 43
 








its
individual capacity.  The Agent and its
Affiliates may accept deposits from, lend money to, own securities of, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Borrower or any of its Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from the Borrower for services in connection herewith and
otherwise without having to account for the same to the Lenders.


8.5.  
Lenders’ Representations, Warranties and Acknowledgment.


(a)   Each Lender represents and warrants that it
has made its own independent investigation of the financial condition and
affairs of the Borrower and its Subsidiaries in connection with Credit
Extensions hereunder and that it has made and shall continue to make its own
appraisal of the creditworthiness of the Borrower and its Subsidiaries.  No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of the Lenders or to provide any
Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to the Lenders.


(b)   Each Lender, by delivering its signature
page to this Agreement or  an
Assignment Agreement and funding its Loan on the Closing Date, shall be deemed
to have acknowledged receipt of, and consented to and approved, each Credit
Document and each other document required to be approved by the Agent, the
Requisite Lenders or the Lenders, as applicable on the Closing Date.


8.6.   Right to Indemnity.  Each Lender, in
proportion to its Pro Rata Share, severally agrees to indemnify the Agent, to
the extent that the Agent shall not have been reimbursed by the Borrower, for
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against the Agent in exercising its powers,
rights and remedies or performing its duties hereunder or under the other
Credit Documents or otherwise in its capacity as the Agent in any way relating
to or arising out of this Agreement or the other Credit Documents; provided,
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent’s gross negligence or willful
misconduct.  If any indemnity furnished
to the Agent for any purpose shall, in the opinion of the Agent, be
insufficient or become impaired, the Agent may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished; provided, in no event shall this
sentence require any Lender to indemnify the Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
disbursement in excess of such Lender’s Pro Rata Share thereof; and provided
further, this sentence shall not be deemed to require any Lender to
indemnify the Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement described in the proviso
in the immediately preceding sentence.


8.7.   Successor Agent 
The Agent may resign at any time by giving thirty days’ prior written
notice thereof to the Lenders and the Borrower, and the Agent may be removed at
any 



 44
 








time with or
without cause by an instrument or concurrent instruments in writing delivered
to the Borrower and the Agent and signed by the Requisite Lenders.  Upon any such notice of resignation or any
such removal, the Requisite Lenders shall have the right, with the consent of
the Borrower (except during the continuance of an Event of Default), such
consent not to be unreasonably withheld or delayed, to appoint a successor
Agent.  Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, after consent of the
Borrower, that successor Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring or removed
Agent and the retiring or removed Agent shall promptly transfer to such
successor Agent all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Agent under the
Credit Documents, whereupon such retiring or removed Agent shall be discharged
from its duties and obligations hereunder. 
If the Requisite Lenders have not appointed a successor agent, the Agent
shall have the right, with the consent of the Borrower (not to be unreasonably
withheld or delayed), to appoint a financial institution to act as Agent
hereunder and in any case, the Agent’s resignation shall become effective on
the thirtieth day after such notice of resignation.  If neither the Requisite Lenders nor the
Agent shall have appointed a successor to the Agent, the Requisite Lenders
shall be deemed to have succeeded to and become vested with all the rights,
powers, privileges and duties of the retiring the Agent.  After any retiring or removed Agent’s
resignation or removal hereunder as Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Agent hereunder.


SECTION
9.   MISCELLANEOUS


9.1.  
Notices.


(a)   Notices Generally.  Any notice or other communication herein
required or permitted to be given to the Borrower or the Agent, shall be sent
to such Person’s address as set forth on Appendix B or in the other relevant
Credit Document, and in the case of any Lender, the address as indicated on
Appendix B or otherwise indicated to the Agent in writing.  Except as otherwise set forth in paragraph
(b) below, each notice hereunder shall be in writing and may be personally
served, telexed or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service and signed for against receipt thereof, upon receipt of
telefacsimile or telex, or three Business Days after depositing it in the
United States mail with postage prepaid and properly addressed; provided,
no notice to the Agent shall be effective until received by the Agent; provided
further, any such notice or other communication shall at the request of
the Agent be provided to any sub-agent appointed pursuant to Section 8.3(c)
hereto as designated by the Agent from time to time.


(b)   Electronic Communications.


(i)   Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites, including the
Platform) pursuant to procedures approved by the Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Section 2 if
such Lender has notified the Agent that it is incapable of receiving notices
under such Section by electronic 



 45
 








communication.  The Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided
that approval of such procedures may be limited to particular notices or
communications.  Unless the Agent
otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an
acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written
acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next Business Day for the recipient, and (ii) notices or
communications posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


(ii)   The Borrower understands that the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution and agrees and assumes the risks associated with such electronic
distribution, except to the extent caused by the willful misconduct or gross
negligence of the Agent.


(iii)   The Platform and any Approved Electronic
Communications are provided “as is” and “as available”.  Neither the Agent nor any of its officers,
directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy,
adequacy, or completeness of the Approved Electronic Communications or the
Platform and each expressly disclaims liability for errors or omissions in the Platform
and the Approved Electronic Communications. 
No warranty of any kind, express, implied or statutory, including any
warranty of merchantability, fitness for a particular purpose, non-infringement
of third party rights or freedom from viruses or other code defects is made by
the Agent Affiliates in connection with the Platform or the Approved Electronic
Communications.


(iv)   Each of the Borrower, the Lenders and the
Agent agree that the Agent may, but shall not be obligated to, store any
Approved Electronic Communications on the Platform in accordance with the
Agent’s customary document retention procedures and policies.


9.2.   Expenses.   Whether or not the transactions contemplated
hereby shall be consummated, the Borrower agrees to pay promptly (a) all the
actual and reasonable costs and expenses of preparation of the Credit Documents
and any consents, amendments, waivers or other modifications thereto; (b) all
the costs of furnishing all opinions by counsel for the Borrower; (c) the
reasonable fees, expenses and disbursements of counsel to the Agent in
connection with the negotiation, preparation, execution and administration of
the Credit Documents and any consents, amendments, waivers or other
modifications thereto and any other documents or matters requested by the
Borrower; (d) all the actual costs and reasonable fees, expenses and
disbursements of any auditors, accountants, consultants or appraisers; (e) all
other actual and reasonable costs and expenses incurred by the Agent in
connection with the syndication of the Loans and Commitments and the
negotiation, preparation and execution of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (f) after the occurrence of a Default or
an Event of 



 46
 








Default, all
costs and expenses, including reasonable attorneys’ fees and costs of
settlement, incurred by the Agent and the Lenders in enforcing any Obligations
of or in collecting any payments due from the Borrower hereunder or under the
other Credit Documents by reason of such Default or Event of Default or in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a “work-out” or pursuant to any
insolvency or bankruptcy cases or proceedings.


9.3.  
Indemnity.


(a)   In addition to the payment of expenses
pursuant to Section 9.2, whether or not the transactions contemplated hereby
shall be consummated, the Borrower agrees to defend (subject to Indemnitees’
selection of counsel), indemnify, pay and hold harmless, the Agent and each
Lender and the officers, partners, members, directors, trustees, advisors,
employees, agents, sub-agents and Affiliates of the Agent and each Lender
(each, an “Indemnitee”), from and
against any and all Indemnified Liabilities; provided, the Borrower
shall not have any obligation to any Indemnitee hereunder with respect to any
Indemnified Liabilities to the extent such Indemnified Liabilities arise from
the gross negligence or willful misconduct of that Indemnitee.  To the extent that the undertakings to
defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be
unenforceable in whole or in part because they are violative of any law or public
policy, the Borrower shall contribute the maximum portion that it is permitted
to pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by Indemnitees or any of them.


(b)   To the extent permitted by applicable law,
the Borrower shall not assert, and the Borrower hereby waives, any claim
against each Lender, the Agent and their respective Affiliates, directors,
employees, attorneys, agents or sub-agents, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) (whether or not the claim therefor is based on contract, tort
or duty imposed by any applicable legal requirement) arising out of, in
connection with, arising out of, as a result of, or in any way related to, this
Agreement or any Credit Document or any agreement or instrument contemplated
hereby or thereby or referred to herein or therein, the transactions
contemplated hereby or thereby, any Loan or the use of the proceeds thereof or
any act or omission or event occurring in connection therewith, and the
Borrower hereby waives, releases and agrees not to sue upon any such claim or
any such damages, whether or not accrued and whether or not known or suspected
to exist in its favor.


9.4.   Set-Off.  In addition to any
rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, upon the occurrence of any Event of Default each
Lender is hereby authorized by the Borrower at any time or from time to time
subject to the consent of the Agent (such consent not to be unreasonably
withheld or delayed), without notice to the Borrower or to any other Person
(other than the Agent), any such notice being hereby expressly waived, to set
off and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any
time held or owing by such Lender to or for the credit or the account of the
Borrower against and on account of the obligations and liabilities of the
Borrower to such Lender hereunder and under the other Credit Documents,
including all claims of any nature or description arising out of or connected 



 47
 








hereto or
with any other Credit Document, irrespective of whether or not (a) such Lender
shall have made any demand hereunder or (b) the principal of or the interest on
the Loans or any other amounts due hereunder shall have become due and payable
pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured.


9.5.  
Amendments and Waivers.


(a)   Requisite Lenders’ Consent.  Subject to the additional requirements of
Sections 9.5(b) and 9.5(c), no amendment, modification, termination or waiver
of any provision of the Credit Documents, or consent to any departure by the
Borrower therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders; provided that the Agent may, with the
consent of the Borrower only, amend, modify or supplement this Agreement to
cure any ambiguity, omission, defect or inconsistency, so long as such
amendment, modification or supplement does not adversely affect the rights of
any Lender.


(b)   Affected Lenders’ Consent.  Without the written consent of each Lender
that would be affected thereby, no amendment, modification, termination, or
consent shall be effective if the effect thereof would:


(i)   extend the scheduled final maturity of any
Loan or Note;


(ii)   waive, reduce or postpone any scheduled
repayment (but not prepayment);


(iii)   reduce the rate of interest on any Loan
(other than any waiver of any increase in the interest rate applicable to any
Loan pursuant to Section 2.7) or any fee or any premium payable hereunder;


(iv)   extend the time for payment of any such
interest or fees;


(v)   reduce the principal amount of any Loan;


(vi)   amend, modify, terminate or waive any
provision of this Section 9.5(b), Section 9.5(c) or any other provision of this
Agreement that expressly provides that the consent of all Lenders is required;


(vii)   amend the definition of “Requisite Lenders” or “Pro Rata Share”; or


(viii)   consent to the assignment or transfer by the
Borrower of any of its rights and obligations under any Credit Document.


(c)   Other Consents.  No amendment, modification, termination or
waiver of any provision of the Credit Documents, or consent to any departure by
the Borrower therefrom, shall:


(i)   amend, modify,
terminate or waive any provision of Section 8 as the same applies to the Agent,
or any other provision hereof as the same applies to the rights or obligations
of the Agent, in each case without the consent of the Agent.



 48














(d)   Execution
of Amendments, etc.  The Agent may,
but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was
given.  No notice to 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. 
Any amendment, modification, termination, waiver or consent effected in
accordance with this Section 9.5 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by the Borrower, on the Borrower.


9.6.   Successors and Assigns; Participations.


(a)   Generally.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of the Lenders.  Neither the Borrower’s rights or obligations
hereunder nor any interest therein may be assigned or delegated by the Borrower
without the prior written consent of all Lenders.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, Affiliates of each of the Agent and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.


(b)   Register.  The Borrower, the Agent and the Lenders shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof, and no assignment or transfer of any such Commitment or Loan
shall be effective, in each case, unless and until recorded in the Register
following receipt of an Assignment Agreement effecting the assignment or
transfer thereof, together with the required forms and certificates regarding
tax matters and any fees payable in connection with such assignment, in each
case, as provided in Section 9.6(d). 
Each assignment shall be recorded in the Register on the Business Day the
Assignment Agreement is received by the Agent, if received by 12:00 noon New
York City time, and on the following Business Day if received after such time,
prompt notice thereof shall be provided to the Borrower and a copy of such
Assignment Agreement shall be maintained. 
The date of such recordation of a transfer shall be referred to herein
as the “Assignment Effective Date.”  Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall
be conclusive and binding on any subsequent holder, assignee or transferee of
the corresponding Commitments or Loans.


(c)   Right
to Assign.  Each Lender shall have
the right at any time to sell, assign or transfer all or a portion of its
rights and obligations under this Agreement, including all or a portion of its
Commitment or Loans owing to it or other Obligations (provided, however,
that each assignment shall be of a uniform, and not varying, percentage of all
rights and obligations under and in respect of any applicable Loan) to any
Person meeting the criteria of the definition of the term of “Eligible Assignee”
upon the giving of notice to the Borrower and the Agent; provided,
further each such assignment pursuant to this Section 9.6(c) shall be in an aggregate
amount of not less than $2,500,000 (or such lesser amount as may be agreed to
by the Borrower and the Agent or as shall constitute the amount of the Loan of
the assigning Lender).



 49
 








(d)   Mechanics.  Assignments of Loans by Lenders may be made
with a manually executed Assignment Agreement and delivery to the Agent of an
Assignment Agreement.  Assignments made
pursuant to the foregoing provision shall be effective as of the Assignment
Effective Date.  In connection with all
assignments there shall be delivered to the Agent such forms, certificates or
other evidence, if any, with respect to United States federal income tax
withholding matters as the assignee under such Assignment Agreement may be
required to deliver pursuant to Section 2.16(c), together with payment to the Agent of a registration and processing fee of
$3,500 (except that no such registration and processing fee shall be payable
(y) in connection with an assignment by or to GSCP or any Affiliate thereof or
(z) in the case of an Assignee which is already a Lender or is an Affiliate or Related
Fund of a Lender).


(e)   Representations
and Warranties of Assignee.  Each
Lender, upon execution and delivery hereof or upon succeeding to an interest in
the Commitments and Loans, as the case may be, represents and warrants as of
the Closing Date or as of the Assignment Effective Date that (i) it is an
Eligible Assignee; (ii) it has experience and expertise in the making of or
investing in commitments or  loans such
as the applicable Commit­ments or Loans, as the case may be; and (iii) it will
make or invest in, as the case may be, its Commitments or Loans for its own
account in the ordinary course and without a view to distribution of such
Commitments or Loans within the meaning of the Securities Act or the Exchange
Act or other federal securities laws (it being understood that, subject to the
provisions of this Section 9.6, the disposition of such Commitments or Loans or
any interests therein shall at all times remain within its exclusive control).


(f)   Effect
of Assignment.  Subject to the terms
and conditions of this Section 9.6, as of the “Assignment Effective Date” (i)
the assignee thereunder shall have the rights and obligations of a “Lender”
hereunder to the extent of its interest in the Loans as reflected in the
Register and shall thereafter be a party hereto and a “Lender” for all purposes
hereof; (ii) the assigning Lender thereunder shall, to the extent that rights
and obligations hereunder have been assigned to the assignee, relinquish its
rights (other than any rights which survive the termination hereof under
Section 9.8) and be released from its obligations hereunder (and, in the case
of an assignment covering all or the remaining portion of an assigning Lender’s
rights and obligations hereunder, such Lender shall cease to be a party hereto
on the Assignment Effective Date; provided, anything contained in any of
the Credit Documents to the contrary notwithstanding, and (y) such assigning
Lender shall continue to be entitled to the benefit of all indemnities
hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder); and (iii) if any
such assignment occurs after the issuance of any Note hereunder, the assigning
Lender shall, upon the effectiveness of such assignment or as promptly
thereafter as practicable, surrender its applicable Notes to the Agent for
cancellation, and thereupon the Borrower shall issue and deliver new Notes, if
so requested by the assignee and/or assigning Lender, to such assignee and/or
to such assigning Lender, with appropriate insertions, to reflect the
outstanding Loans of the assignee and/or the assigning Lender.



 50
 








(g)   Participations.


(i)   Each
Lender shall have the right at any time to sell one or more participations to
any Person (other than the Borrower, any of its Subsidiaries or any of its
Affiliates) in all or any part of its Commitments, Loans or in any other
Obligation.


(ii)   The
holder of any such participation, other than an Affiliate of the Lender
granting such participation, shall not be entitled to require such Lender to
take or omit to take any action hereunder except with respect to any amendment,
modification or waiver that would (A) extend the final scheduled maturity of
any Loan or Note in which such participant is participating, or reduce the rate
or extend the time of payment of interest or fees thereon (except in connection
with a waiver of applicability of any post-default increase in interest
rates) or reduce the principal amount thereof, or increase the amount of the
participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such
participation, and that an increase in any Commitment or Loan shall be
permitted without the consent of any participant if the participant’s
participation is not increased as a result thereof) or (B) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement.


(iii)  
  The Borrower agrees that each
participant shall be entitled to the benefits of Sections 2.14(c), 2.15 and
2.16 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (c) of this Section; provided, (x) a
participant shall not be entitled to receive any greater payment under Section
2.15 or 2.16 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such participant, unless the sale of
the participation to such participant is made with the Borrower’s prior written
consent, (y) a participant that would be a Non-US Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the
Borrower is notified of the participation sold to such participant and such
participant agrees, for the benefit of the Borrower, to comply with Section
2.16 as though it were a Lender and (z) such Participant agrees to be subject
to Section 2.17 as though it were a Lender; provided further that,
except as specifically set forth in clauses (x) and (y) of this sentence,
nothing herein shall require any notice to the Borrower or any other Person in
connection with the sale of any participation. 
To the extent permitted by law, each participant also shall be entitled
to the benefits of Section 9.4 as though it were a Lender.


(h)   Certain
Other Assignments and Participations. 
In addition to any other assignment or participation permitted pursuant
to this Section 9.6 any Lender may assign and/or pledge all or any portion of
its Loans, the other Obligations owed by or to such Lender, and its Notes, if
any, to secure obligations of such Lender including any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors and
any operating circular issued by such Federal Reserve Bank; provided,
that no Lender, as between the Borrower and such Lender, shall be relieved of
any of its obligations hereunder as a result of any such assignment and pledge,
and provided  further, that in no event shall the applicable
Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.


9.7.   Independence of Covenants .  All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact 



 51
 








that it would be
permitted by an exception to, or would otherwise be within the limitations of,
another covenant shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.


9.8.   Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements
made herein shall survive the execution and delivery hereof and the making of
any Credit Extension.  Notwithstanding
anything herein or implied by law to the contrary, the agreements of the
Borrower set forth in Sections 2.14(c), 2.15, 2.16, 9.2, 9.3 and 9.4 and the
agreements of the Lenders set forth in Sections 2.13, 8.3(b) and 8.6 shall
survive the payment of the Loans and the termination hereof.


9.9.   No Waiver; Remedies Cumulative.  No failure or delay on the part of the Agent
or any Lender in the exercise of any power, right or privilege hereunder or
under any other Credit Document shall impair such power, right or privilege or
be construed to be a waiver of any default or acquiescence therein, nor shall
any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or
privilege.  The rights, powers and
remedies given to the Agent and each Lender hereby are cumulative and shall be
in addition to and independent of all rights, powers and remedies existing by
virtue of any statute or rule of law or in any of the other Credit Documents.  Any forbearance or failure to exercise, and
any delay in exercising, any right, power or remedy hereunder shall not impair
any such right, power or remedy or be construed to be a waiver thereof, nor
shall it preclude the further exercise of any such right, power or remedy.


9.10.   Marshalling; Payments Set Aside.  Neither the Agent nor any Lender shall be
under any obligation to marshal any assets in favor of the Borrower or any
other Person or against or in payment of any or all of the Obligations.  To the extent that the Borrower makes a
payment or payments to the Agent or the Lenders (or to the Agent, on behalf of the
Lenders), or the Agent or the Lenders exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law,
common law or any equitable cause, then, to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all rights
and remedies therefor or related thereto, shall be revived and continued in
full force and effect as if such payment or payments had not been made or such
setoff had not occurred.


9.11.   Severability.  In
case any provision in or obligation hereunder or under any other Credit Document
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.


9.12.   Obligations Several; Independent Nature of Lenders’ Rights.  The obligations of the Lenders hereunder are
several and no Lender shall be responsible for the obligations or Commitment of
any other Lender hereunder.  Nothing
contained herein or in any other Credit Document, and no action taken by the Lenders
pursuant hereto or thereto, shall be deemed to constitute the Lenders as a
partnership, an association, a joint venture or any other kind of entity.  The amounts payable at any time hereunder to
each Lender shall be a separate and independent 



 52
 








debt, and each Lender
shall be entitled to protect and enforce its rights arising out hereof and it
shall not be necessary for any other Lender to be joined as an additional party
in any proceeding for such purpose.


9.13.   Headings. 
Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.


9.14.   APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


9.15.   CONSENT TO JURISDICTION.  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE
BORROWER ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY
OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, THE
BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A)
ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE
OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT
SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1; (D) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
THE BORROWER IN ANY SUCH PROCEED­ING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT
THE AGENT AND THE LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION.


9.16.   WAIVER OF JURY TRIAL .  EACH OF THE PARTIES HERETO HEREBY AGREES TO
WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/THE BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT
AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS 



 53
 








ALREADY RELIED ON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS
WAIVER IN ITS RELATED FUTURE DEALINGS. 
EACH PARTY HERETO FURTHER WAR­RANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER.  IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


9.17.   Confidentiality. 
The Agent and each Lender shall hold all non-public information
regarding the Borrower and its Subsidiaries and their businesses identified as
such by the Borrower and obtained by such Lender pursuant to the requirements
hereof  in accordance with such Lender’s
customary procedures for handling confidential information of  such nature, it being understood and agreed
by the Borrower that, in any event, the Agent and each Lender may make (i)
disclosures of such information to Affiliates of such Lender or the Agent and
to their respective agents and advisors (and to other Persons authorized by a
Lender or the Agent to organize, present or disseminate such information in
connection with disclosures otherwise made in accordance with this Section 9.17),
(ii) disclosures of such information reasonably required by any bona fide or
potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation of any Loans or any
participations therein or by any direct or indirect contractual counterparties
(or the professional advisors thereto) to any swap or derivative transaction
relating to the Borrower and its obligations (provided, such assignees, transferees,
participants, counterparties and advisors are advised of and agree to be bound
by either the provisions of this Section 9.17 or other provisions at least as
restrictive as this Section 9.17), (iii) disclosure to any rating agency when
required by it, provided that, prior to any disclosure, such rating
agency shall undertake in writing to preserve the confidentiality of any
confidential information relating to the Borrower received by it from the Agent
or any Lender, and (iv) disclosures required or requested by any governmental
agency or representative thereof or by the NAIC or pursuant to legal or
judicial process; provided, unless specifically prohibited by applicable
law or court order, each Lender and the Agent shall make reasonable efforts to
notify the Borrower of any request by any governmental agency or representative
thereof (other than any such request in connection with any examination of the
financial condition or other routine examination of such Lender by such
governmental agency) for disclosure of any such non-public information
prior to disclosure of such information. 
In addition, the Agent and each Lender may disclose the existence of
this Agreement and the information about this Agreement to market data
collectors, similar services providers to the lending industry, and service
providers to the Agent and the Lenders in connection with the administration
and management of this Agreement and the other Credit Documents.



 54
 








9.18.   Counterparts. 
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.


9.19.   Effectiveness. 
This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by the Borrower
and the Agent of written or telephonic notification of such execution and
authorization of delivery thereof.


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


9.21.   Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,”
and words of like import in any Assignment Agreement shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.


[Remainder
of page intentionally left blank]



 55















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


	
  

  	
  NATIONAL SEMICONDUCTOR 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lewis Chew

  	
   

  
	
   

  	
  Name: Lewis Chew

  
	
   

  	
  Title: Senior Vice President, Finance and

           Chief Financial Officer

  



 













 


	
  

  	
  GOLDMAN SACHS
  CREDIT PARTNERS L.P.,

  
	
   

  	
  as Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce H. Mendelsohn

  	
   

  
	
   

  	
   

  	
  Managing
  Director

  	
   

  



 


















APPENDIX A


TO
CREDIT AGREEMENT


Commitments


	
  

  Lender

  	
   

  	
  

  Commitment

  	
   

  	
  Pro

  Rata Share

  	
   

  
	
  Goldman Sachs Credit
  Partners L.P.

  	
   

  	
  $

  	
  1,500,000,000

  	
   

  	
  100

  	
  %

  
	
  Total

  	
   

  	
  $

  	
  1,500,000,000

  	
   

  	
  100

  	
  %

  



 



 A-1














APPENDIX B


TO
CREDIT AGREEMENT


Notice Addresses


NATIONAL SEMICONDUCTOR CORPORATION


2900 Semiconductor Road


Mail Stop G3-135


Santa Clara, CA 
95052-8090


Attention: 
General Counsel


Facsimile:  (408) 733-0293


with a copy to:


LATHAM & WATKINS LLP


505 Montgomery Street, Suite 2000


San Francisco, CA 94111-2562


Attention: 
Ken Blohm


Facsimile:   415-395-8095



 B-1
 








GOLDMAN SACHS
CREDIT PARTNERS L.P., 

the Agent’s Principal Office and as a Lender:


Goldman Sachs Credit Partners L.P. 

c/o Goldman, Sachs & Co. 

30 Hudson Street, 17th Floor 

Jersey City, NJ 07302 

Attention: SBD Operations 

Attention:  Pedro Ramirez 

Telecopier:  (212) 357-4597  

Email [and for delivery of final financial statements for posting]:
gsd.link@gs.com


with a copy to:


Goldman Sachs Credit Partners L.P. 

1 New York Plaza 

New York, New York  10004 

Attention:  [Elizabeth Fischer][Rob Schatzman]* 

Telecopier:  (212) 902-3000






*Confirm with the loan
negotiation contact on your deal as to which of these three should be listed.



 B-2