ex10_28.htm


    
      
        

      

    

    Exhibit
      10.28

     

     

    
       [Published
        CUSIP Number: ________________]

       

       

    

    CREDIT
      AGREEMENT

    


    


    Dated
      as
      of September 28, 2007

    


    among

    


    SYMYX
      TECHNOLOGIES, INC.,

    as
      the
      Borrower,

    


    BANK
      OF AMERICA, N.A.,

    as
      Administrative Agent,

    and

    L/C
      Issuer,

    


    and

    


    The
      Other Lenders Party Hereto

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	
                 

              	
                Page

              
	
                 

              	 	
                 

              	
                 

              
	
                ARTICLE
                  I.

              	 	
                DEFINITIONS
                  AND ACCOUNTING TERMS

              	
                1

              
	
                 

              	 	
                 

              	
                 

              
	
                1.01

              	 	
                Defined
                  Terms

              	
                1

              
	
                1.02

              	 	
                Other
                  Interpretive Provisions

              	
                20

              
	
                1.03

              	 	
                Accounting
                  Terms.

              	
                21

              
	
                1.04

              	 	
                Rounding

              	
                21

              
	
                1.05

              	 	
                Times
                  of Day

              	
                21

              
	
                1.06

              	 	
                Letter
                  of Credit Amounts

              	
                22

              
	
                 

              	 	
                 

              	
                 

              
	
                ARTICLE
                  II.

              	 	
                THE
                  COMMITMENTS AND CREDIT EXTENSIONS

              	
                22

              
	
                 

              	 	
                 

              	
                 

              
	
                2.01

              	 	
                Loans

              	
                22

              
	
                2.02

              	 	
                Borrowings,
                  Conversions and Continuations of Loans.

              	
                22

              
	
                2.03

              	 	
                Letters
                  of Credit.

              	
                23

              
	
                2.04

              	 	
                Prepayments.

              	
                31

              
	
                2.05

              	 	
                Termination
                  or Reduction of Commitments

              	
                32

              
	
                2.06

              	 	
                Repayment
                  of Loans

              	
                32

              
	
                2.07

              	 	
                Interest.

              	
                32

              
	
                2.08

              	 	
                Fees

              	
                33

              
	
                2.09

              	 	
                Computation
                  of Interest and Fees

              	
                33

              
	
                2.10

              	 	
                Evidence
                  of Debt.

              	
                34

              
	
                2.11

              	 	
                Payments
                  Generally; Administrative Agent’s Clawback.

              	
                34

              
	
                2.12

              	 	
                Sharing
                  of Payments by Lenders

              	
                36

              
	
                2.13

              	 	
                Increase
                  in Commitments.

              	
                37

              
	
                 

              	 	
                 

              	
                 

              
	
                ARTICLE
                  III.

              	 	
                TAXES,
                  YIELD PROTECTION AND ILLEGALITY

              	
                38

              
	
                 

              	 	
                 

              	
                 

              
	
                3.01

              	 	
                Taxes.

              	
                38

              
	
                3.02

              	 	
                Illegality

              	
                40

              
	
                3.03

              	 	
                Inability
                  to Determine Rates

              	
                40

              
	
                3.04

              	 	
                Increased
                  Costs; Reserves on Eurodollar Rate Loans.

              	
                41

              
	
                3.05

              	 	
                Compensation
                  for Losses

              	
                42

              
	
                3.06

              	 	
                Mitigation
                  Obligations; Replacement of Lenders.

              	
                43

              
	
                3.07

              	 	
                Survival

              	
                43

              
	
                 

              	 	
                 

              	
                 

              
	
                ARTICLE
                  IV.

              	 	
                CONDITIONS
                  PRECEDENT TO CREDIT EXTENSIONS

              	
                43

              
	
                 

              	 	
                 

              	
                 

              
	
                4.01

              	 	
                Conditions
                  of Initial Credit Extension

              	
                43

              
	
                4.02

              	 	
                Conditions
                  to all Credit Extensions

              	
                46

              
	
                 

              	 	
                 

              	
                 

              
	
                ARTICLE
                  V.

              	 	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                47

              
	
                 

              	 	
                 

              	
                 

              
	
                5.01

              	 	
                Existence,
                  Qualification and Power

              	
                47

              
	
                5.02

              	 	
                Authorization;
                  No Contravention

              	
                47

              
	
                5.03

              	 	
                Governmental
                  Authorization; Other Consents

              	
                47

              
	
                5.04

              	 	
                Binding
                  Effect

              	
                47

              
	
                5.05

              	 	
                Financial
                  Statements.

              	
                47

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

      

    
      
        
          	
                  5.06

                	 	
                  Litigation

                	
                  48

                
	
                  5.07

                	 	
                  No
                    Default

                	
                  48

                
	
                  5.08

                	 	
                  Ownership
                    of Property; Liens

                	
                  49

                
	
                  5.09

                	 	
                  Environmental
                    Compliance

                	
                  49

                
	
                  5.10

                	 	
                  Insurance

                	
                  49

                
	
                  5.11

                	 	
                  Taxes

                	
                  49

                
	
                  5.12

                	 	
                  ERISA
                    Compliance.

                	
                  49

                
	
                  5.13

                	 	
                  Subsidiaries;
                    Equity Interests

                	
                  50

                
	
                  5.14

                	 	
                  Margin
                    Regulations; Investment Company Act.

                	
                  50

                
	
                  5.15

                	 	
                  Disclosure

                	
                  50

                
	
                  5.16

                	 	
                  Compliance
                    with Laws

                	
                  51

                
	
                  5.17

                	 	
                  Identification
                    Number; Fiscal Periods

                	
                  51

                
	
                  5.18

                	 	
                  Intellectual
                    Property; Licenses, Etc

                	
                  51

                
	
                  5.19

                	 	
                  Security
                    Documents

                	
                  51

                
	
                  5.20

                	 	
                  MDL
                    Documents

                	
                  51

                
	
                  5.21

                	 	
                  Solvency

                	
                  51

                
	
                  5.22

                	 	
                  No
                    Real Property Owned

                	
                  51

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    VI.

                	 	
                  AFFIRMATIVE
                    COVENANTS

                	
                  52

                
	
                   

                	 	
                   

                	
                   

                
	
                  6.01

                	 	
                  Financial
                    Statements

                	
                  52

                
	
                  6.02

                	 	
                  Certificates;
                    Other Information

                	
                  53

                
	
                  6.03

                	 	
                  Notices

                	
                  54

                
	
                  6.04

                	 	
                  Payment
                    of Obligations

                	
                  55

                
	
                  6.05

                	 	
                  Preservation
                    of Existence, Etc

                	
                  55

                
	
                  6.06

                	 	
                  Maintenance
                    of Properties

                	
                  55

                
	
                  6.07

                	 	
                  Maintenance
                    of Insurance

                	
                  55

                
	
                  6.08

                	 	
                  Compliance
                    with Laws

                	
                  56

                
	
                  6.09

                	 	
                  Books
                    and Records

                	
                  56

                
	
                  6.10

                	 	
                  Inspection
                    Rights

                	
                  56

                
	
                  6.11

                	 	
                  Use
                    of Proceeds

                	
                  56

                
	
                  6.12

                	 	
                  Additional
                    Guarantors; Security

                	
                  56

                
	
                  6.13

                	 	
                  Additional
                    Collateral

                	
                  57

                
	
                  6.14

                	 	
                  Further
                    Assurances

                	
                  57

                
	
                  6.15

                	 	
                  Depository
                    Bank

                	
                  57

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    VII.

                	 	
                  NEGATIVE
                    COVENANTS

                	
                  57

                
	
                   

                	 	
                   

                	
                   

                
	
                  7.01

                	 	
                  Liens

                	
                  58

                
	
                  7.02

                	 	
                  Investments

                	
                  60

                
	
                  7.03

                	 	
                  Indebtedness

                	
                  61

                
	
                  7.04

                	 	
                  Fundamental
                    Changes

                	
                  61

                
	
                  7.05

                	 	
                  Dispositions

                	
                  62

                
	
                  7.06

                	 	
                  Restricted
                    Payments

                	
                  63

                
	
                  7.07

                	 	
                  Change
                    in Nature of Business

                	
                  63

                
	
                  7.08

                	 	
                  Transactions
                    with Affiliates

                	
                  63

                
	
                  7.09

                	 	
                  Burdensome
                    Agreements

                	
                  63

                
	
                  7.10

                	 	
                  Use
                    of Proceeds

                	
                  64

                
	
                  7.11

                	 	
                  Financial
                    Covenants.

                	
                  65

                
	
                  7.12

                	 	
                  Domestic
                    Assets

                	
                  65

                


        

      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
       

      
        
          	
                  ARTICLE
                    VIII.

                	 	
                  EVENTS
                    OF DEFAULT AND REMEDIES

                	
                  65

                
	
                   

                	 	
                   

                	
                   

                
	
                  8.01

                	 	
                  Events
                    of Default

                	
                  65

                
	
                  8.02

                	 	
                  Remedies
                    Upon Event of Default

                	
                  67

                
	
                  8.03

                	 	
                  Application
                    of Funds

                	
                  68

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    IX.

                	 	
                  ADMINISTRATIVE
                    AGENT

                	
                  69

                
	
                   

                	 	
                   

                	
                   

                
	
                  9.01

                	 	
                  Appointment
                    and Authority

                	
                  69

                
	
                  9.02

                	 	
                  Rights
                    as a Lender

                	
                  69

                
	
                  9.03

                	 	
                  Exculpatory
                    Provisions

                	
                  69

                
	
                  9.04

                	 	
                  Reliance
                    by Administrative Agent

                	
                  70

                
	
                  9.05

                	 	
                  Delegation
                    of Duties

                	
                  70

                
	
                  9.06

                	 	
                  Resignation
                    of Administrative Agent

                	
                  71

                
	
                  9.07

                	 	
                  Non-Reliance
                    on Administrative Agent and Other Lenders

                	
                  72

                
	
                  9.08

                	 	
                  Administrative
                    Agent May File Proofs of Claim

                	
                  72

                
	
                  9.09

                	 	
                  Collateral
                    and Guaranty Matters

                	
                  72

                
	
                   

                	 	
                   

                	
                   

                
	
                  ARTICLE
                    X.

                	 	
                  MISCELLANEOUS

                	
                  73

                
	
                   

                	 	
                   

                	
                   

                
	
                  10.01

                	 	
                  Amendments,
                    Etc

                	
                  73

                
	
                  10.02

                	 	
                  Notices;
                    Effectiveness; Electronic Communication.

                	
                  74

                
	
                  10.03

                	 	
                  No
                    Waiver; Cumulative Remedies

                	
                  76

                
	
                  10.04

                	 	
                  Expenses;
                    Indemnity; Damage Waiver.

                	
                  76

                
	
                  10.05

                	 	
                  Payments
                    Set Aside

                	
                  78

                
	
                  10.06

                	 	
                  Successors
                    and Assigns.

                	
                  78

                
	
                  10.07

                	 	
                  Treatment
                    of Certain Information; Confidentiality

                	
                  82

                
	
                  10.08

                	 	
                  Right
                    of Setoff

                	
                  83

                
	
                  10.09

                	 	
                  Interest
                    Rate Limitation

                	
                  83

                
	
                  10.10

                	 	
                  Counterparts;
                    Integration; Effectiveness

                	
                  83

                
	
                  10.11

                	 	
                  Survival
                    of Representations and Warranties

                	
                  84

                
	
                  10.12

                	 	
                  Severability

                	
                  84

                
	
                  10.13

                	 	
                  Replacement
                    of Lenders

                	
                  84

                
	
                  10.14

                	 	
                  Governing
                    Law; Jurisdiction; Etc.

                	
                  85

                
	
                  10.15

                	 	
                  Waiver
                    of Jury Trial

                	
                  86

                
	
                  10.16

                	 	
                  No
                    Advisory or Fiduciary Responsibility

                	
                  86

                
	
                  10.17

                	 	
                  USA
                    PATRIOT Act Notice

                	
                  87

                
	
                  10.18

                	 	
                  ENTIRE
                    AGREEMENT

                	
                  87

                


        

      

    

     

    
      *    ALL
        SCHEDULES AND ATTACHMENTS TO THE CREDIT AGREEMENT HAVE BEEN OMITTED. COPIES
        OF
        SUCH SCHEDULES AND ATTACHMENTS WILL BE FURNISHED SUPPLEMENTALLY TO THE SEC
        UPON
        REQUEST.

       

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

       

      SCHEDULES

    

     

    1.01(g)        Initial
      Guarantors

    2.01             Commitments
      and Applicable Percentages

    5.05             Supplement
      to Interim Financial Statements

    5.06             Litigation

    5.09             Environmental
      Matters

    5.13             Subsidiaries;
      Other Equity Investments

    5.18             Intellectual
      Property Matters

    7.01             Existing
      Liens

    7.03             Existing
      Indebtedness

    7.09             Restrictive
      Arrangements

    10.02           Administrative
      Agent’s Office; Certain Addresses for Notices

     

    EXHIBITS

     

    Form
      of

     

    A           Loan
      Notice

    B           Note

    C           Compliance
      Certificate

    D           Assignment
      and Assumption

    E           Guaranty

    F           Opinion
      Matters

    G           Borrower
      Security Agreement

    H           Subsidiary
      Security Agreement

     

    *    ALL
      SCHEDULES
      AND ATTACHMENTS TO THE CREDIT AGREEMENT HAVE BEEN OMITTED. COPIES OF SUCH
      SCHEDULES AND ATTACHMENTS
WILL BE FURNISHED SUPPLEMENTALLY
      TO THE SEC UPON
      REQUEST.


    
      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

    


     

    CREDIT
      AGREEMENT

     

    THIS
      CREDIT AGREEMENT (“Agreement”) is entered into as of September 28, 2007,
      among SYMYX TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”),
      each lender from time to time party hereto (collectively, the “Lenders”
and individually, a “Lender”), and BANK OF AMERICA, N.A., as
      Administrative Agent and L/C Issuer.

     

    The
      Borrower has requested that the Lenders provide a revolving credit facility,
      and
      the Lenders are willing to do so on the terms and conditions set forth
      herein.

     

    In
      consideration of the mutual covenants and agreements herein contained, the
      parties hereto covenant and agree as follows:

     

    ARTICLE
      I.

    DEFINITIONS
      AND ACCOUNTING TERMS

     

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

     

    “Acquired
      Entity” means (a) any Person that becomes a Subsidiary of the Borrower as a
      result of an Acquisition or (b) any business entity or division thereof, all
      or
      substantially all of the assets and business of which are acquired by the
      Borrower or a Subsidiary of the Borrower pursuant to an
      Acquisition.

     

    “Acquisition”
      means any transaction or series of related transactions for the purpose of
      or
      resulting, directly or indirectly, in (a) the acquisition of all or
      substantially all of the assets of a Person, or of any business or division
      of a
      Person (other than a Person that is a Subsidiary), (b) the acquisition of
      in excess of 50% of the capital stock, partnership interests, membership
      interests or equity of any Person (other than a Person that is a Subsidiary),
      or
      otherwise causing any Person to become a Subsidiary, or (c) a merger or
      consolidation or any other combination with another Person (other than a Person
      that is a Subsidiary).

     

    “Administrative
      Agent” means Bank of America in its capacity as administrative agent and
      collateral agent under any of the Loan Documents, or any successor
      administrative agent or collateral agent.

     

    “Administrative
      Agent’s Office” means the Administrative Agent’s address and, as
      appropriate, account as set forth on Schedule 10.02, or such other
      address or account as the Administrative Agent may from time to time notify
      to
      the Borrower and the Lenders.

     

    “Administrative
      Questionnaire” means an Administrative Questionnaire in a form supplied by
      the Administrative Agent.

     

    “Affiliate”
      means, with respect to any Person, another Person that directly, or indirectly
      through one or more intermediaries, Controls or is Controlled by or is under
      common Control with the Person specified.

     

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    “Aggregate
      Commitments” means the Commitments of all the Lenders.

     

    “Agreement”
      means this Credit Agreement.

     

    “Applicable
      Percentage” means with respect to any Lender at any time, the percentage
      (carried out to the ninth decimal place) of the Aggregate Commitments
      represented by such Lender’s Commitment at such time. If the commitment of each
      Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
      Extensions have been terminated pursuant to Section 8.02 or if the
      Aggregate Commitments have expired, then the Applicable Percentage of each
      Lender shall be determined based on the Applicable Percentage of such Lender
      most recently in effect, giving effect to any subsequent assignments. The
      initial Applicable Percentage of each Lender is set forth opposite the name
      of
      such Lender on Schedule 2.01 or in the Assignment and Assumption
      pursuant to which such Lender becomes a party hereto, as
      applicable.

     

    “Applicable
      Rate” means the following percentages per annum, based upon the Consolidated
      Leverage Ratio as set forth in the most recent Compliance Certificate received
      by the Administrative Agent pursuant to
Section 6.02(a):

     

    
      	
              Applicable
                Rate

            
	
              Pricing

              Level

            	
              Consolidated

              Leverage
                Ratio

            	
              Commitment
                Fee

            	
              Eurodollar

              Rate
                +/

              Letters
                of

              Credit

            	
              Base
                Rate

              +

            
	
              1

            	
              <1.00

            	
              0.25%

            	
              1.50%

            	
              0.00%

            
	
              2

            	
              ≥1.00:1.00
                but < 1.50:1.00

            	
              0.25%

            	
              1.75%

            	
              0.25%

            
	
              3

            	
              ≥1.50:1.00

            	
              0.25%

            	
              2.00%

            	
              0.50%

            


    

    


    Any
      increase or decrease in the Applicable Rate resulting from a change in the
      Consolidated Leverage Ratio shall become effective as of the first Business
      Day
      immediately following the date a Compliance Certificate is delivered pursuant
      to
Section 6.02(a); provided, however, that if a
      Compliance Certificate is not delivered when due in accordance with such
      Section, then Pricing Level 3 shall apply as of the first Business Day after
      the
      date on which such Compliance Certificate was required to have been delivered.
      The Applicable Rate in effect from the Closing Date through the date of receipt
      of the Borrower’s Compliance Certificate for the fiscal quarter ended September
      30, 2007 shall be determined based upon Pricing Level 2.

     

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

     

    “Assignee
      Group” means two or more Eligible Assignees that are Affiliates of one
      another or two or more Approved Funds managed by the same investment
      advisor.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    “Assignment
      and Assumption” means an assignment and assumption entered into by a Lender
      and an assignee (with the consent of any party whose consent is required by
      Section 10.06(b), and accepted by the Administrative Agent), in
      substantially the form of Exhibit D or any other form approved by
      the Administrative Agent.

     

    “Attributable
      Indebtedness” means, on any date, (a) in respect of any capital lease of any
      Person, the capitalized amount thereof that would appear on a balance sheet
      of
      such Person prepared as of such date in accordance with GAAP, and (b) in respect
      of any Synthetic Lease Obligation, the capitalized amount of the remaining
      lease
      payments under the relevant lease that would appear on a balance sheet of such
      Person prepared as of such date in accordance with GAAP if such lease were
      accounted for as a capital lease.

     

    “Audited
      Financial Statements” means the audited consolidated balance sheet of the
      Borrower and its Subsidiaries for the fiscal year ended December 31, 2006,
      and
      the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year of the Borrower and its Subsidiaries,
      including the notes thereto.

     

    “Availability
      Period” means the period from and including the Closing Date to the earliest
      of (a) the Maturity Date, (b) the date of termination of the Aggregate
      Commitments pursuant to Section 2.05, and (c) the date of
      termination of the commitment of each Lender to make Loans and of the obligation
      of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.

     

    “Bank
      of America” means Bank of America, N.A. and its successors.

     

    “Base
      Rate” means for any day a fluctuating rate per annum equal to the higher of
      (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in
      effect for such day as publicly announced from time to time by Bank of America
      as its “prime rate.” The “prime rate” is a rate set by Bank of America based
      upon various factors including Bank of America’s costs and desired return,
      general economic conditions and other factors, and is used as a reference point
      for pricing some loans, which may be priced at, above, or below such announced
      rate. Any change in such rate announced by Bank of America shall take effect
      at
      the opening of business on the day specified in the public announcement of
      such
      change.

     

    “Base
      Rate Loan” means a Loan that bears interest based on the Base
      Rate.

     

    “Borrower”
      has the meaning specified in the introductory paragraph hereto.

     

    “Borrower
      Materials” has the meaning specified in
Section 6.02.

     

    “Borrower
      Security Agreement” means a security agreement, substantially in the form of
Exhibit G or otherwise in form satisfactory to the Administrative Agent,
      executed and delivered by the Borrower pursuant to Section
      4.01.

     

    “Borrower
      Security Agreement Collateral” means all “Collateral” as defined in the
      Borrower Security Agreement.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    “Borrowing”
      means a borrowing consisting of simultaneous Loans of the same Type and, in
      the
      case of Eurodollar Rate Loans, having the same Interest Period made by each
      of
      the Lenders pursuant to Section 2.01.

     

    “Business
      Day” means any day other than a Saturday, Sunday or other day on which
      commercial banks are authorized to close under the Laws of, or are in fact
      closed in, the state where the Administrative Agent’s Office is located and, if
      such day relates to any Eurodollar Rate Loan, means any such day on which
      dealings in Dollar deposits are conducted by and between banks in the London
      interbank eurodollar market.

     

    “Cash
      Collateralize” has the meaning specified in
Section 2.03(g).

     

    “Change
      in Law” means the occurrence, after the date of this Agreement, of any of
      the following: (a) the adoption or taking effect of any law, rule, regulation
      or
      treaty, (b) any change in any law, rule, regulation or treaty or in the
      administration, interpretation or application thereof by any Governmental
      Authority or (c) the making or issuance of any request, guideline or directive
      (whether or not having the force of law) by any Governmental
      Authority.

     

    “Change
      of Control” means an event or series of events by which:

     

    (a)           any
      “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, but excluding any employee benefit plan of
      such
      person or its subsidiaries, and any person or entity acting in its capacity
      as
      trustee, agent or other fiduciary or administrator of any such plan) becomes
      the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
      Exchange Act of 1934, except that a person or group shall be deemed to have
      “beneficial ownership” of all securities that such person or group has the right
      to acquire, whether such right is exercisable immediately or only after the
      passage of time (such right, an “option right”)), directly or indirectly,
      of 25% or more of the equity securities of the Borrower entitled to vote for
      members of the board of directors or equivalent governing body of the Borrower
      on a fully-diluted basis (and taking into account all such securities that
      such
      person or group has the right to acquire pursuant to any option
      right);

     

    (b)           during
      any period of 12 consecutive months, a majority of the members of the board
      of
      directors or other equivalent governing body of the Borrower cease to be
      composed of individuals (i) who were members of that board or equivalent
      governing body on the first day of such period, (ii) whose election or
      nomination to that board or equivalent governing body was approved by
      individuals referred to in clause (i) above constituting at the time of such
      election or nomination at least a majority of that board or equivalent governing
      body or (iii) whose election or nomination to that board or other equivalent
      governing body was approved by individuals referred to in clauses (i) and (ii)
      above constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body (excluding, in the case
      of
      both clause (ii) and clause (iii), any individual whose initial nomination
      for,
      or assumption of office as, a member of that board or equivalent governing
      body
      occurs as a result of an actual or threatened solicitation of proxies or
      consents for the election or removal of one or more directors by any person
      or
      group other than a solicitation for the election of one or more directors by
      or
      on behalf of the board of directors); or

    


    
      
        
          
          

        

        
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    (c)           any
      Person or two or more Persons acting in concert shall have acquired by contract
      or otherwise, or shall have entered into a contract or arrangement that, upon
      consummation thereof, will result in its or their acquisition of the power
      to
      exercise, directly or indirectly, a controlling influence over the management
      or
      policies of Borrower, or control over the equity securities of Borrower entitled
      to vote for members of the board of directors or equivalent governing body
      of
      Borrower on a fully-diluted basis (and taking into account all such securities
      that such Person or group has the right to acquire pursuant to any option right)
      representing 25% or more of the combined voting power of such
      securities.  [Discuss]

     

    “Closing
      Date” means the first date all the conditions precedent in
      Section 4.01 are satisfied or waived in accordance with
Section 10.01.

     

    “CNW
      Ratchet Amount” means, (i) in respect of the last day of the fiscal quarter
      ending September 30, 2007, zero ($0), (ii) in respect of the last day of the
      fiscal quarters ending December 31, 2007, March 31, 2008, June 30, 2008 and
      September 30, 2008, an amount equal to 50% of Consolidated Net Income earned
      in
      the fiscal year ending December 31, 2007, if positive, or zero ($0), if negative
      (the “Initial Ratchet Amount”) and (iii) in respect of the last day of
      the fiscal quarters ending December 31, 2008 and thereafter, an amount equal
      to
      the sum of (x) the Initial Ratchet Amount, plus (y) an amount equal to 50%
      of
      Consolidated Net Income earned in the fiscal year ending December 31, 2008,
      if
      positive, or zero ($0) if negative.

     

    “Code”
      means the Internal Revenue Code of 1986.

     

    “Collateral”
      means any property with respect to which any Liens or security interests have
      been granted (or purported to be granted) pursuant to any Security Document,
      including all Borrower Security Agreement Collateral, all Subsidiary Security
      Agreement Collateral, and all cash and cash equivalents or other property
      delivered as collateral pursuant to this Agreement or any other Loan
      Document.

     

    “Commitment”
      means, as to each Lender, its obligation to (a) make Loans to the Borrower
      pursuant to Section 2.01, and (b) purchase participations in L/C
      Obligations, in an aggregate principal amount at any one time outstanding not
      to
      exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which
      such Lender becomes a party hereto, as applicable, as such amount may be
      adjusted from time to time in accordance with this Agreement.

     

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

     

     “Consolidated
      EBITDA” means, for any period, for the Borrower and its Subsidiaries on a
      consolidated basis, an amount equal to Consolidated Net Income for such period
      plus (a) the following to the extent deducted in calculating such
      Consolidated Net Income: (i) Consolidated Interest Charges for such period,
      (ii)
      the provision for Federal, state, local and foreign income taxes payable by
      the
      Borrower and its Subsidiaries for such period, (iii) depreciation and
      amortization expense, (iv) without duplication, expenses in
      respect of such period reducing Consolidated Net Income
      that do not represent a cash item in such period or in any future period, and
      minus (b) the following to the extent included in calculating such
      Consolidated Net Income: (i) Federal, state, local and foreign income tax
      credits of the Borrower and its Subsidiaries for such period, and (ii) without
      duplication, all non-cash items increasing Consolidated Net Income for such
      period, provided, however, that if there has occurred an
      Acquisition during the relevant period, Consolidated EBITDA shall be calculated,
      at the option of the Borrower on a pro forma basis in accordance with the SEC
      pro forma reporting rules under the Exchange act, as if such Acquisition
      occurred on the first day of the applicable period; provided that once
      elected in respect of an Acquisition, such election shall remain in effect
      at
      all times thereafter for such Acquisition.

    


    
      
        
          
          

        

        
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    “Consolidated
      Funded Indebtedness” means, as of any date of determination, for the
      Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the
      outstanding principal amount of all obligations, whether current or long-term,
      for borrowed money (including Obligations hereunder) and all obligations
      evidenced by bonds, debentures, notes, loan agreements or other similar
      instruments, (b) all purchase money Indebtedness, (c) all direct obligations
      arising under letters of credit (including standby and commercial), bankers’
acceptances, bank guaranties, surety bonds and similar instruments, (d) all
      obligations in respect of the deferred purchase price of property or services
      (other than trade accounts payable in the ordinary course of business), (e)
      Attributable Indebtedness in respect of capital leases and Synthetic Lease
      Obligations, (f) without duplication, all Guarantees with respect to outstanding
      Indebtedness of the types specified in clauses (a) through (e) above of Persons
      other than the Borrower or any Subsidiary, and (g) all Indebtedness of the
      types
      referred to in clauses (a) through (f) above of any partnership or joint venture
      (other than a joint venture that is itself a corporation or limited liability
      company) in which the Borrower or a Subsidiary is a general partner or joint
      venturer, unless such Indebtedness is expressly made non-recourse to the
      Borrower or such Subsidiary.

     

    “Consolidated
      Interest Charges” means, for any period, for the Borrower and its
      Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
      payments, debt discount, fees, charges and related expenses of the Borrower
      and
      its Subsidiaries in connection with borrowed money (including capitalized
      interest) or in connection with the deferred purchase price of assets, in each
      case to the extent treated as interest in accordance with GAAP, and (b) the
      portion of rent expense of the Borrower and its Subsidiaries with respect to
      such period under capital leases that is treated as interest in accordance
      with
      GAAP.

     

    “Consolidated
      Interest Coverage Ratio” means, as of any date of determination, the ratio
      of (a) Consolidated EBITDA for the period of the four prior fiscal quarters
      ending on such date to (b) Consolidated Interest Charges for such
      period.

     

    “Consolidated
      Leverage Ratio” means, as of any date of determination, the ratio of (a)
      Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA
      for
      the period of the four fiscal quarters most recently ended.

     

    “Consolidated
      Net Income” means, for any period, for the Borrower and its Subsidiaries on
      a consolidated basis, the net income of the Borrower and its Subsidiaries
      (excluding extraordinary gains and extraordinary losses) for that
      period.

     

    
      
        
          
          

        

        
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    “Consolidated
      Net Worth” means, as of any date of determination, for the Borrower and its
      Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and
      its Subsidiaries on that date.

     

    “Contractual
      Obligation” means, as to any Person, any provision of any security issued by
      such Person or of any agreement, instrument or other undertaking to which such
      Person is a party or by which it or any of its property is bound.

     

    “Control”
      means the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of a Person, whether through the
      ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto.

     

    “Credit
      Extension” means each of the following: (a) a Borrowing and (b) an L/C
      Credit Extension.

     

    “Debtor
      Relief Laws” means the Bankruptcy Code of the United States, and all other
      liquidation, conservatorship, bankruptcy, assignment for the benefit of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief Laws of the United States or other applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally.

     

    “Default”
      means any event or condition that constitutes an Event of Default or that,
      with
      the giving of any notice, the passage of time, or both, would be an Event of
      Default.

     

    “Default
      Rate” means (a) when used with respect to Obligations other than Letter of
      Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
      Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per
      annum; provided, however, that with respect to a Eurodollar Rate
      Loan, the Default Rate shall be an interest rate equal to the interest rate
      (including any Applicable Rate) otherwise applicable to such Loan plus 2%
      per annum, and (b) when used with respect to Letter of Credit Fees, a rate
      equal
      to the Applicable Rate plus 2% per annum.

     

    “Defaulting
      Lender” means any Lender that (a) has failed to fund any portion of the
      Loans, participations in L/C Obligations required to be funded by it hereunder,
      within one Business Day of the date required to be funded by it hereunder unless
      such failure has been cured, (b) has otherwise failed to pay over to the
      Administrative Agent or any other Lender any other amount required to be paid
      by
      it hereunder within one Business Day of the date when due, unless the subject
      of
      a good faith dispute or unless such failure has been cured, or (c) has been
      deemed insolvent or become the subject of a bankruptcy or insolvency
      proceeding.

     

    “Disposition”
      or “Dispose” means the sale, transfer, license, lease or other
      disposition (including any sale and leaseback transaction) of any property
      by
      any Person, including any sale, assignment, transfer or other disposal, with
      or
      without recourse, of any notes or accounts receivable or any rights and claims
      associated therewith.

     

    “Dollar”
      and “$” mean lawful money of the United States.

    


    
      
        
          
          

        

        
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    “Domestic
      Subsidiary” means any Subsidiary that is organized under the laws of any
      political subdivision of the United States.

     

    “Eligible
      Assignee” means any Person that meets the requirements to be an assignee
      under Section 10.06(b)(iii), (v) and (vi) (subject to
      such consents, if any, as may be required under
Section 10.06(b)(iii)).

     

    “Environmental
      Laws” means any and all Federal, state, local, and foreign statutes, laws,
      regulations, ordinances, rules, judgments, orders, decrees, permits,
      concessions, grants, franchises, licenses, agreements or governmental
      restrictions relating to pollution and the protection of the environment or
      the
      release of any materials into the environment, including those related to
      hazardous substances or wastes, air emissions and discharges to waste or public
      systems.

     

    “Environmental
      Liability” means any liability, contingent or otherwise (including any
      liability for damages, costs of environmental remediation, fines, penalties
      or
      indemnities), of the Borrower, any other Loan Party or any of their respective
      Subsidiaries directly or indirectly resulting from or based upon (a) violation
      of any Environmental Law, (b) the generation, use, handling, transportation,
      storage, treatment or disposal of any Hazardous Materials, (c) exposure to
      any
      Hazardous Materials, (d) the release or threatened release of any Hazardous
      Materials into the environment or (e) any contract, agreement or other
      consensual arrangement pursuant to which liability is assumed or imposed with
      respect to any of the foregoing.

     

    “Equity
      Interests” means, with respect to any Person, all of the shares of capital
      stock of (or other ownership or profit interests in) such Person, all of the
      warrants, options or other rights for the purchase or acquisition from such
      Person of shares of capital stock of (or other ownership or profit interests
      in)
      such Person, all of the securities convertible into or exchangeable for shares
      of capital stock of (or other ownership or profit interests in) such Person
      or
      warrants, rights or options for the purchase or acquisition from such Person
      of
      such shares (or such other interests), and all of the other ownership or profit
      interests in such Person (including partnership, member or trust interests
      therein), whether voting or nonvoting, and whether or not such shares, warrants,
      options, rights or other interests are outstanding on any date of
      determination.

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974.

     

    “ERISA
      Affiliate” means any trade or business (whether or not incorporated) under
      common control with the Borrower within the meaning of Section 414(b) or
      (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
      provisions relating to Section 412 of the Code).

     

    “ERISA
      Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a
      withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject
      to
      Section 4063 of ERISA during a plan year in which it was a substantial
      employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
      operations that is treated as such a withdrawal under Section 4062(e) of
      ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
      Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
      is
      in reorganization; (d) the filing of a notice of intent to terminate, the
      treatment of a Plan amendment as a termination under Section 4041 or 4041A
      of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
      Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
      under Section 4042 of ERISA for the termination of, or the appointment of a
      trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
      imposition of any liability under Title IV of ERISA, other than for PBGC
      premiums due but not delinquent under Section 4007 of ERISA, upon the
      Borrower or any ERISA Affiliate.

    


    
      
        
          
          

        

        
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    “Eurodollar
      Rate” means, for any Interest Period with respect to a Eurodollar Rate Loan,
      the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
      LIBOR”), as published by Reuters (or other commercially available source
      providing quotations of BBA LIBOR as designated by the Administrative Agent
      from
      time to time) at approximately 11:00 a.m., London time, two Business Days prior
      to the commencement of such Interest Period, for Dollar deposits (for delivery
      on the first day of such Interest Period) with a term equivalent to such
      Interest Period. If such rate is not available at such time for any reason,
      then
      the “Eurodollar Rate” for such Interest Period shall be the rate per
      annum determined by the Administrative Agent to be the rate at which deposits
      in
      Dollars for delivery on the first day of such Interest Period in same day funds
      in the approximate amount of the Eurodollar Rate Loan being made, continued
      or
      converted by Bank of America and with a term equivalent to such Interest Period
      would be offered by Bank of America’s London Branch to major banks in the London
      interbank eurodollar market at their request at approximately 11:00 a.m. (London
      time) two Business Days prior to the commencement of such Interest
      Period.

     

    “Eurodollar
      Rate Loan” means a Loan that bears interest at a rate based on the
      Eurodollar Rate.

     

    “Event
      of Default” has the meaning specified in
Section 8.01.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934.

     

    “Excluded
      Taxes” means, with respect to the Administrative Agent, any Lender, the L/C
      Issuer or any other recipient of any payment to be made by or on account of
      any
      obligation of the Borrower hereunder, (a) taxes imposed on or measured by its
      overall net income (however denominated), and franchise taxes imposed on it
      (in
      lieu of net income taxes), by the jurisdiction (or any political subdivision
      thereof) under the laws of which such recipient is organized or in which its
      principal office is located or, in the case of any Lender, in which its
      applicable Lending Office is located, (b) any branch profits taxes imposed
      by
      the United States or any similar tax imposed by any other jurisdiction in which
      the Borrower is located and (c) in the case of a Foreign Lender (other than
      an
      assignee pursuant to a request by the Borrower under Section 10.13),
      any withholding tax that is imposed on amounts payable to such Foreign Lender
      at
      the time such Foreign Lender becomes a party hereto (or designates a new Lending
      Office) or is attributable to such Foreign Lender’s failure or inability (other
      than as a result of a Change in Law) to comply with Section 3.01(e),
      except to the extent that such Foreign Lender (or its assignor, if any) was
      entitled, at the time of designation of a new Lending Office (or assignment),
      to
      receive additional amounts from the Borrower with respect to such withholding
      tax pursuant to Section 3.01(a).

    


    
      
        
          
          

        

        
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    “Federal
      Funds Rate” means, for any day, the rate per annum 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 that (a) 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 (b) 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 (rounded
      upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
      America on such day on such transactions as determined by the Administrative
      Agent.

     

    “Fee
      Letter” has the meaning specified in Section 2.14(c).

     

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

     

    “Foreign
      Subsidiary” means any Subsidiary other than a Domestic
      Subsidiary.

     

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

     

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

     

    “GAAP”
      means generally accepted accounting principles in the United States set forth
      in
      the opinions and pronouncements of the Accounting Principles Board and the
      American Institute of Certified Public Accountants and statements and
      pronouncements of the Financial Accounting Standards Board or such other
      principles as may be approved by a significant segment of the accounting
      profession in the United States, that are applicable to the circumstances as
      of
      the date of determination, consistently applied.

     

    “Governmental
      Authority” means the government of the United States or any other nation, or
      of any political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government (including
      any
      supra-national bodies such as the European Union or the European Central
      Bank).

     

    “Guarantee”
      means, as to any Person, any (a) any obligation, contingent or otherwise, of
      such Person guaranteeing or having the economic effect of guaranteeing any
      Indebtedness or other obligation payable or performable by another Person (the
      “primary obligor”) in any manner, whether directly or indirectly, and including
      any obligation of such Person, direct or indirect, (i) to purchase or pay (or
      advance or supply funds for the purchase or payment of) such Indebtedness or
      other obligation, (ii) to purchase or lease property, securities or services
      for
      the purpose of assuring the obligee in respect of such Indebtedness or other
      obligation of the payment or performance of such Indebtedness or other
      obligation, (iii) to maintain working capital, equity capital or any other
      financial statement condition or liquidity or level of income or cash flow
      of
      the primary obligor so as to enable the primary obligor to pay such Indebtedness
      or other obligation, or (iv) entered into for the purpose of assuring in any
      other manner the obligee in respect of such Indebtedness or other obligation
      of
      the payment or performance thereof or to protect such obligee against loss
      in
      respect thereof (in whole or in part), or (b) any Lien on any assets of such
      Person securing any Indebtedness or other obligation of any other Person,
      whether or not such Indebtedness or other obligation is assumed by such Person
      (or any right, contingent or otherwise, of any holder of such Indebtedness
      to
      obtain any such Lien). The amount of any Guarantee shall be deemed to be an
      amount equal to the stated or determinable amount of the related primary
      obligation, or portion thereof, in respect of which such Guarantee is made
      or,
      if not stated or determinable, the maximum reasonably anticipated liability
      in
      respect thereof as determined by the guaranteeing Person in good faith. The
      term
“Guarantee” as a verb has a corresponding meaning.

    


    
      
        
          
          

        

        
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    “Guarantors”
      means, collectively, each Person that has delivered or is required to deliver
      a
      counterpart of the Guaranty hereunder.  The initial Guarantors are
      listed on Schedule 1.01(g).

     

    “Guaranty”
      means the Guaranty made by the Guarantors in favor of the Administrative Agent
      and the Lenders, substantially in the form of
Exhibit E.

     

    “Hazardous
      Materials” means all explosive or radioactive substances or wastes and all
      hazardous or toxic substances, wastes or other pollutants, including petroleum
      or petroleum distillates, asbestos or asbestos-containing materials,
      polychlorinated biphenyls, radon gas, infectious or medical wastes and all
      other
      substances or wastes of any nature regulated pursuant to any Environmental
      Law.

     

    “Indebtedness”
      means, as to any Person at a particular time, without duplication, all of the
      following, whether or not included as indebtedness or liabilities in accordance
      with GAAP:

     

    (d)           all
      obligations of such Person for borrowed money and all obligations of such Person
      evidenced by bonds, debentures, notes, loan agreements or other similar
      instruments;

     

    (e)           all
      direct or contingent obligations of such Person arising under letters of credit
      (including standby and commercial), bankers’ acceptances, bank guaranties,
      surety bonds and similar instruments;

     

    (f)           
      net obligations of such Person under any Swap Contract;

     

    (g)           all
      obligations of such Person to pay the deferred purchase price of property or
      services (other than trade accounts payable in the ordinary course of business
      and, in each case, not past due for more than 60 days after the date on which
      such trade account payable was created);

    


    
      
        
          
          

        

        
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    (h)           indebtedness
      (excluding prepaid interest thereon) secured by a Lien on property owned or
      being purchased by such Person (including indebtedness arising under conditional
      sales or other title retention agreements), whether or not such indebtedness
      shall have been assumed by such Person or is limited in recourse;

     

    (i)           
      capital leases and Synthetic Lease Obligations;

     

    (j)           
      all obligations of such Person to purchase, redeem, retire, defease or otherwise
      make any payment in respect of any Equity Interest in such Person or any other
      Person, valued, in the case of a redeemable preferred interest, at the greater
      of its voluntary or involuntary liquidation preference plus accrued and
      unpaid dividends; and

     

    (k)           all
      Guarantees of such Person in respect of any of the foregoing.

     

    For
      all
      purposes hereof, the Indebtedness of any Person shall include the Indebtedness
      of any partnership or joint venture (other than a joint venture that is itself
      a
      corporation or limited liability company) in which such Person is a general
      partner or a joint venturer, unless such Indebtedness is expressly made
      non-recourse to such Person. The amount of any net obligation under any Swap
      Contract on any date shall be deemed to be the Swap Termination Value thereof
      as
      of such date. The amount of any capital lease or Synthetic Lease Obligation
      as
      of any date shall be deemed to be the amount of Attributable Indebtedness in
      respect thereof as of such date.

     

    “Indemnified
      Taxes” means Taxes other than Excluded Taxes.

     

    “Indemnitee”
      has the meaning specified in Section 10.04(b).

     

    “Information”
      has the meaning specified in Section 10.07.

     

    “Interest
      Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the
      last day of each Interest Period applicable to such Loan and the Maturity Date;
      provided, however, that if any Interest Period for a Eurodollar
      Rate Loan exceeds three months, the respective dates that fall every three
      months after the beginning of such Interest Period shall also be Interest
      Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
      March, June, September and December and the Maturity Date.

     

    “Interest
      Period” means, as to each Eurodollar Rate Loan, the period commencing on the
      date such Eurodollar Rate Loan is disbursed or converted to or continued as
      a
      Eurodollar Rate Loan and ending on the date one, two, three or six months
      thereafter, as selected by the Borrower in its Loan Notice or such other period
      that is twelve months or less requested by the Borrower and consented to by
      all
      the Lenders; provided that:

     

    (a)           any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day;

     

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

    


    
      
        
          
          

        

        
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    (c)           no
      Interest Period shall extend beyond the Maturity Date.

     

    “Investment”
      means, as to any Person, any direct or indirect acquisition or investment by
      such Person, whether by means of (a) the purchase or other acquisition of
      capital stock or other securities of another Person, (b) a loan, advance or
      capital contribution to, Guarantee or assumption of debt of, or purchase or
      other acquisition of any other debt or equity participation or interest in,
      another Person, including any partnership or joint venture interest in such
      other Person and any arrangement pursuant to which the investor Guarantees
      Indebtedness of such other Person, or (c) the purchase or other acquisition
      (in
      one transaction or a series of transactions) of assets of another Person that
      constitute a business unit. For purposes of covenant compliance, the amount
      of
      any Investment shall be the amount actually invested, without adjustment for
      subsequent increases or decreases in the value of such Investment.

     

    “IP
      Rights” has the meaning specified in Section 5.18.

     

    “IRS”
      means the United States Internal Revenue Service.

     

    “ISP”
      means, with respect to any Letter of Credit, the “International Standby
      Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
      issuance).

     

    “Issuer
      Documents” means with respect to any Letter of Credit, the Letter of Credit
      Application, and any other document, agreement and instrument entered into
      by
      the L/C Issuer and the Borrower with or in favor the L/C Issuer and relating
      to
      such Letter of Credit.

     

    “Laws”
      means, collectively, all international, foreign, Federal, state and local
      statutes, treaties, rules, guidelines, regulations, ordinances, codes and
      administrative or judicial precedents or authorities, including the
      interpretation or administration thereof by any Governmental Authority charged
      with the enforcement, interpretation or administration thereof, and all
      applicable administrative orders, directed duties, requests, licenses,
      authorizations and permits of, and agreements with, any Governmental Authority,
      in each case whether or not having the force of law.

     

    “L/C
      Advance” means, with respect to each Lender, such Lender’s funding of its
      participation in any L/C Borrowing in accordance with its Applicable
      Percentage.

     

    “L/C
      Borrowing” means an extension of credit resulting from a drawing under any
      Letter of Credit which has not been reimbursed on the date when made or
      refinanced as a Borrowing.

     

    “L/C
      Credit Extension” means, with respect to any Letter of Credit, the issuance
      thereof or extension of the expiry date thereof, or the increase of the amount
      thereof.

     

    “L/C
      Issuer” means Bank of America in its capacity as issuer of Letters of Credit
      hereunder, or any successor issuer of Letters of Credit hereunder.

    


    
      
        
          
          

        

        
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    “L/C
      Obligations” means, as at any date of determination, the aggregate amount
      available to be drawn under all outstanding Letters of Credit plus the
      aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
      purposes of computing the amount available to be drawn under any Letter of
      Credit, the amount of such Letter of Credit shall be determined in accordance
      with Section 1.06. For all purposes of this Agreement, if on any
      date of determination a Letter of Credit has expired by its terms but any amount
      may still be drawn thereunder by reason of the operation of Rule 3.14 of the
      ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so
      remaining available to be drawn.

     

    “Lender”
      has the meaning specified in the introductory paragraph hereto.

     

    “Lending
      Office” means, as to any Lender, the office or offices of such Lender
      described as such in such Lender’s Administrative Questionnaire, or such other
      office or offices as a Lender may from time to time notify the Borrower and
      the
      Administrative Agent.

     

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

     

    “Letter
      of Credit Application” means an application and agreement for the issuance
      or amendment of a Letter of Credit in the form from time to time in use by
      the
      L/C Issuer.

     

    “Letter
      of Credit Expiration Date” means the day that is seven days prior to the
      Maturity Date then in effect (or, if such day is not a Business Day, the next
      preceding Business Day).

     

    “Letter
      of Credit Fee” has the meaning specified in
Section 2.03(i).

     

    “Letter
      of Credit Sublimit” means an amount equal to $20,000,000.  The
      Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
      Commitments.

     

    “Lien”
      means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), charge, or preference, priority or
      other
      security interest or preferential arrangement in the nature of a security
      interest of any kind or nature whatsoever (including any conditional sale or
      other title retention agreement, any easement, right of way or other encumbrance
      on title to real property, and any financing lease having substantially the
      same
      economic effect as any of the foregoing).

     

     “Loan”
      has the meaning specified in Section 2.01.

     

    “Loan
      Documents” means this Agreement, each Note, each Issuer Document, the
      Guaranty and each Security Document.

     

    “Loan
      Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from
      one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant
      to Section 2.02(a), which, if in writing, shall be substantially in
      the form of Exhibit A.

     

    “Loan
      Parties” means, collectively, the Borrower, each Guarantor and each grantor
      under a Security Document.

    


    
      
        
          
          

        

        
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    “Material
      Adverse Effect” means (a) a material adverse change in, or a material
      adverse effect upon, the operations, business, properties, liabilities (actual
      or contingent), or condition (financial or otherwise) of the Borrower or the
      Borrower and its Subsidiaries taken as a whole; (b) a material impairment of
      the
      ability of any Loan Party to perform its obligations under any Loan Document
      to
      which it is a party; or (c) a material adverse effect upon the legality,
      validity, binding effect or enforceability against any Loan Party of any Loan
      Document to which it is a party, or on the perfection, priority or
      enforceability of the Liens under the Security Documents taken as a
      whole.

     

    “Maturity
      Date” means September 28, 2009.

     

    “MDL
      Acquisition” means the acquisition by the Borrower, or one or more
      wholly-owned Subsidiaries, of 100% of the outstanding shares of stock of each
      MDL Group Company and certain related assets pursuant to the MDL Acquisition
      Agreement.

     

    “MDL
      Acquisition Agreement” means that Sale Agreement dated as of August 9, 2007,
      among the Borrower, Elsevier Inc., a New York corporation, Elsevier Swiss
      Holdings S.A., a company organized under the laws of Switzerland, Elsevier
      Japan
      KK, a company organized under the laws of Japan, Elsevier Limited, a company
      organized under the laws of England and Wales, and MDL Information Systems
      (UK)
      Limited, a company organized under the laws of England and Wales.

     

    “MDL
      Closing Date” means the date the MDL Acquisition closes.

     

    “MDL
      Group Company” has the meaning specified in the MDL Acquisition
      Agreement.

     

    “Multiemployer
      Plan” means any employee benefit plan of the type described in
      Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
      makes or is obligated to make contributions, or during the preceding five plan
      years, has made or been obligated to make contributions.

     

    “Note”
      means a promissory note made by the Borrower in favor of a Lender evidencing
      Loans made by such Lender, substantially in the form of
Exhibit B.

     

    “Obligations”
      means all advances to, and debts, liabilities, obligations, covenants and duties
      of, any Loan Party arising under any Loan Document or otherwise with respect
      to
      any Loan or Letter of Credit, whether direct or indirect (including those
      acquired by assumption), absolute or contingent, due or to become due, now
      existing or hereafter arising and including interest and fees that accrue after
      the commencement by or against any Loan Party or any Affiliate thereof of any
      proceeding under any Debtor Relief Laws naming such Person as the debtor in
      such
      proceeding, regardless of whether such interest and fees are allowed claims
      in
      such proceeding.

     

    “Organization
      Documents” means, (a) with respect to any corporation, the certificate or
      articles of incorporation and the bylaws (or equivalent or comparable
      constitutive documents with respect to any non-U.S. jurisdiction); (b) with
      respect to any limited liability company, the certificate or articles of
      formation or organization and operating agreement; and (c) with respect to
      any
      partnership, joint venture, trust or other form of business entity, the
      partnership, joint venture or other applicable agreement of formation or
      organization and any agreement, instrument, filing or notice with respect
      thereto filed in connection with its formation or organization with the
      applicable Governmental Authority in the jurisdiction of its formation or
      organization and, if applicable, any certificate or articles of formation or
      organization of such entity.

    


    
      
        
          
          

        

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

     

    “Outstanding
      Amount” means (i) with respect to Loans on any date, the aggregate
      outstanding principal amount thereof after giving effect to any borrowings
      and
      prepayments or repayments of Loans, occurring on such date; and (ii) with
      respect to any L/C Obligations on any date, the amount of such L/C Obligations
      on such date after giving effect to any L/C Credit Extension occurring on such
      date and any other changes in the aggregate amount of the L/C Obligations as
      of
      such date, including as a result of any reimbursements by the Borrower of
      Unreimbursed Amounts.

     

    “Participant”
      has the meaning specified in Section 10.06(d).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation.

     

    “Pension
      Plan” means any “employee pension benefit plan” (as such term is defined in
      Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
      Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA
      Affiliate or to which the Borrower or any ERISA Affiliate contributes or has
      an
      obligation to contribute, or in the case of a multiple employer or other plan
      described in Section 4064(a) of ERISA, has made contributions at any time
      during the immediately preceding five plan years.

     

    “Perfection
      Documents” means any and all UCC financing statements, patent and trademark
      mortgage assignments, copyright mortgages and assignments, lien filings and
      other similar documents and instruments filed or recorded with any Governmental
      Authority in order to perfect or give notice of a Lien, together with any
      control agreement or other similar document necessary in order to perfect as
      against certain property under the terms of the UCC.

     

    “Permitted
      MDL Acquisition” means the MDL Acquisition, provided each of the following
      conditions is satisfied in connection therewith:  (A) all conditions
      precedent to the consummation of the MDL Acquisition, as set forth in the MDL
      Acquisition Agreement (other than immaterial conditions and conditions the
      non-satisfaction of which could not reasonably be expected to adversely affect
      the rights or interests of the Lenders), shall have been satisfied (and not
      waived, unless consented to by the Administrative Agent) to the reasonable
      satisfaction of the Administrative Agent, (B) the MDL Acquisition shall be
      consummated (x) in accordance with the terms and conditions of the MDL
      Acquisition Agreement which shall be in form and substance satisfactory to
      the
      Administrative Agent and shall provide for an aggregate purchase price not
      in
      excess of $125,000,000 payable at closing and all other documents and agreements
      relating thereto shall be satisfactory to the Administrative Agent, and (y)
      in
      accordance with all applicable Laws, and (C) all other corporate organization
      and legal aspects relating to the Borrower, its Subsidiaries and the Acquisition
      shall be satisfactory to the Administrative Agent.

    


    
      
        
          
          

        

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

     

    “Plan”
      means any “employee benefit plan” (as such term is defined in Section 3(3)
      of ERISA) established by the Borrower or, with respect to any such plan that
      is
      subject to Section 412 of the Code or Title IV of ERISA, any ERISA
      Affiliate.

     

    “Platform”
      has the meaning specified in Section 6.02.

     

    “Register”
      has the meaning specified in Section 10.06(c).

     

    “Registered
      Public Accounting Firm” has the meaning specified in the Securities Laws and
      shall be independent of the Borrower as prescribed by the Securities
      Laws.

     

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

     

    “Reportable
      Event” means any of the events set forth in Section 4043(c) of ERISA,
      other than events for which the 30 day notice period has been
      waived.

     

    “Request
      for Credit Extension” means (a) with respect to a Borrowing, conversion or
      continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit
      Extension, a Letter of Credit Application.

     

    “Required
      Lenders” means, as of any date of determination, at least two Lenders having
      more than 50% of the Aggregate Commitments or, if the commitment of each Lender
      to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
      have been terminated pursuant to Section 8.02, at least two Lenders
      holding in the aggregate more than 50% of the Total Outstandings (with the
      aggregate amount of each Lender’s risk participation and funded participation in
      L/C Obligations being deemed “held” by such Lender for purposes of this
      definition); provided that (i) the Commitment of, and the portion of the
      Total Outstandings held or deemed held by, any Defaulting Lender shall be
      excluded for purposes of making a determination of Required Lenders, and (ii)
      if
      there exists at such date only one Lender, the Required Lenders shall be such
      Lender.

     

    “Responsible
      Officer” the chief executive officer, president, chief financial officer,
      treasurer, assistant treasurer or controller of a Loan Party of the applicable
      Loan Party so designated by any of the foregoing officers in a notice to the
      Administrative Agent. Any document delivered hereunder that is signed by a
      Responsible Officer of a Loan Party shall be conclusively presumed to have
      been
      authorized by all necessary corporate, partnership and/or other action on the
      part of such Loan Party and such Responsible Officer shall be conclusively
      presumed to have acted on behalf of such Loan Party.

    


    
      
        
          
          

        

        
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    “Restricted
      Payment” means any dividend or other distribution (whether in cash,
      securities or other property) with respect to any capital stock or other Equity
      Interest of the Borrower or any Subsidiary, or any payment (whether in cash,
      securities or other property), including any sinking fund or similar deposit,
      on
      account of the purchase, redemption, retirement, acquisition, cancellation
      or
      termination of any such capital stock or other Equity Interest, or on account
      of
      any return of capital to the Borrower’s stockholders, partners or members (or
      the equivalent Person thereof).

     

    “Sarbanes-Oxley”
      means the Sarbanes-Oxley Act of 2002.

     

    “SEC”
      means the Securities and Exchange Commission, or any Governmental Authority
      succeeding to any of its principal functions.

     

    “Security
      Documents” means and includes each of the Borrower Security Agreement, each
      Subsidiary Security Agreement, all Perfection Documents (including any such
      Perfection Documents delivered pursuant to Section 2.03(g)), any
      mortgages and deeds of trust delivered under Section 6.13, and any other
      Perfection Documents delivered after the Closing Date pursuant to any provision
      of this Agreement or any other Security Document.

     

    “Securities
      Laws” means the Securities Act of 1933, the Exchange Act, Sarbanes-Oxley and
      the applicable accounting and auditing principles, rules, standards and
      practices promulgated, approved or incorporated by the SEC.

     

    “Sellers”
      has the meaning specified in the MDL Acquisition Agreement.

     

    “Shareholders’
      Equity” means, as of any date of determination, consolidated shareholders’
equity of the Borrower and its Subsidiaries as of that date determined
      in
      accordance with GAAP.

     

    “Significant
      Subsidiary” means any Subsidiary that satisfies the criteria for a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X,
      promulgated pursuant to the Securities Laws, whether or not
      applicable.

     

    “Solvent”
      means, with respect to any Person as of a particular date, that on such date
      (a) such Person is able to pay its debts and other liabilities, contingent
      obligations and other commitments as they mature in the normal course of
      business, (b) such Person does not intend to, and does not believe that it
      will, incur debts or liabilities beyond such Person’s ability to pay as such
      debts and liabilities mature in their ordinary course, (c) such Person is
      not engaged in a business or transaction, and is not about to engage in a
      business or a transaction, for which such Person’s assets would constitute
      unreasonably small capital after giving due consideration to the prevailing
      practice in the industry in which such Person is engaged or is to engage,
      (d) the fair value of the assets of such Person is greater than the total
      amount of liabilities, including contingent liabilities, of such Person, and
      (e) the aggregate fair saleable value (i.e., the amount that may be
      realized within a reasonable time, considered to be six months to one year,
      either through collection or sale at the regular market value, conceiving the
      latter as the amount that could be obtained for the assets in question within
      such period by a capable and diligent businessman from an interested buyer
      who
      is willing to purchase under ordinary selling conditions) of the assets of
      such
      Person will exceed its debts and other liabilities (including contingent,
      subordinated, unmatured and unliquidated debts and liabilities).  For
      purposes of this definition, “debt” means any liability on a claim, and “claim”
means (i) a right to payment, whether or not such a right is reduced to
      judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
      disputed, undisputed, legal, equitable, secured or unsecured, or (ii) a
      right to an equitable remedy for breach of performance if such breach gives
      rise
      to a payment, whether or not such right is an equitable remedy, is reduced
      judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
      disputed, undisputed, secured or unsecured.

    


    
      
        
          
          

        

        
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    “Subsidiary”
      of a Person means a corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person. Unless otherwise
      specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
      refer to a Subsidiary or Subsidiaries of the Borrower.

     

    “Subsidiary
      Security Agreement” means a security agreement substantially in the form of
Exhibit H or otherwise, in form satisfactory to the Administrative Agent,
      executed and delivered by each or any of the Borrower’s Domestic Subsidiaries
      pursuant to Section 4.01 or Section 6.12.

     

    “Subsidiary
      Security Agreement Collateral” means all “Collateral” as defined in the
      Subsidiary Security Agreement.

     

    “Swap
      Contract” means (a) any and all rate swap transactions, basis swaps, credit
      derivative transactions, forward rate transactions, commodity swaps, commodity
      options, forward commodity contracts, equity or equity index swaps or options,
      bond or bond price or bond index swaps or options or forward bond or forward
      bond price or forward bond index transactions, interest rate options, forward
      foreign exchange transactions, cap transactions, floor transactions, collar
      transactions, currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or any
      combination of any of the foregoing (including any options to enter into any
      of
      the foregoing), whether or not any such transaction is governed by or subject
      to
      any master agreement, and (b) any and all transactions of any kind, and the
      related confirmations, which are subject to the terms and conditions of, or
      governed by, any form of master agreement published by the International Swaps
      and Derivatives Association, Inc., any International Foreign Exchange Master
      Agreement, or any other master agreement (any such master agreement, together
      with any related schedules, a “Master Agreement”), including any such
      obligations or liabilities under any Master Agreement.

     

    “Swap
      Termination Value” means, in respect of any one or more Swap Contracts,
      after taking into account the effect of any legally enforceable netting
      agreement relating to such Swap Contracts, (a) for any date on or after the
      date
      such Swap Contracts have been closed out and termination value(s) determined
      in
      accordance therewith, such termination value(s), and (b) for any date prior
      to
      the date referenced in clause (a), the amount(s) determined as the
      mark-to-market value(s) for such Swap Contracts, as determined based upon one
      or
      more mid-market or other readily available quotations provided by any recognized
      dealer in such Swap Contracts (which may include a Lender or any Affiliate
      of a
      Lender).

    


    
      
        
          
          

        

        
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    “Synthetic
      Lease Obligation” means the monetary obligation of a Person under (a) a
      so-called synthetic, off-balance sheet or tax retention lease, or (b) an
      agreement for the use or possession of property creating obligations that do
      not
      appear on the balance sheet of such Person but which, upon the insolvency or
      bankruptcy of such Person, would be characterized as the indebtedness of such
      Person (without regard to accounting treatment).

     

    “Taxes”
      means all present or future taxes, levies, imposts, duties, deductions,
      withholdings, assessments, fees or other charges imposed by any Governmental
      Authority, including any interest, additions to tax or penalties applicable
      thereto.

     

    “Threshold
      Amount” means $10,000,000.

     

    “Total
      Outstandings” means the aggregate Outstanding Amount of all Loans and all
      L/C Obligations.

     

    “Type”
      means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar
      Rate Loan.

     

    “UCC”
      means the Uniform Commercial Code of the State of New York.

     

    “Unfunded
      Pension Liability” means the excess of a Pension Plan’s benefit liabilities
      under Section 4001(a)(16) of ERISA, over the current value of that Pension
      Plan’s assets, determined in accordance with the assumptions used for funding
      the Pension Plan pursuant to Section 412 of the Code for the applicable
      plan year.

     

    “United
      States” and “U.S.” mean the United States of America.

     

    “Unreimbursed
      Amount” has the meaning specified in
Section 2.03(c)(i).

     

    1.02           Other
      Interpretive Provisions.  With reference to this Agreement
      and each other Loan Document, unless otherwise specified herein or in such
      other
      Loan Document:

     

    (a)           The
      definitions of terms herein shall apply equally to the singular and plural
      forms
      of the terms defined. Whenever the context may require, any pronoun shall
      include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be
      followed by the phrase “without limitation.” The word “will” shall
      be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference
      to any
      agreement, instrument or other document (including any Organization Document)
      shall be construed as referring to such agreement, instrument or other document
      as from time to time amended, supplemented or otherwise modified (subject to
      any
      restrictions on such amendments, supplements or modifications set forth herein
      or in any other Loan Document), (ii) any reference herein to any Person shall
      be
      construed to include such Person’s successors and assigns, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar
      import when used in any Loan Document, shall be construed to refer to such
      Loan
      Document in its entirety and not to any particular provision thereof, (iv)
      all
      references in a Loan Document to Articles, Sections, Exhibits and Schedules
      shall be construed to refer to Articles and Sections of, and Exhibits and
      Schedules to, the Loan Document in which such references appear, (v) any
      reference to any law shall include all statutory and regulatory provisions
      consolidating, amending, replacing or interpreting such law and any reference
      to
      any law or regulation shall, unless otherwise specified, refer to such law
      or
      regulation as amended, modified or supplemented from time to time, and (vi)
      the
      words “asset” and “property” shall be construed to have the same
      meaning and effect and to refer to any and all tangible and intangible assets
      and properties, including cash, securities, accounts and contract
      rights.

    


    
      
        
          
          

        

        
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    (b)           In
      the computation of periods of time from a specified date to a later specified
      date, the word “from” means “from and including;” the words
“to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.”

     

    (c)           Section headings
      herein and in the other Loan Documents are included for convenience of reference
      only and shall not affect the interpretation of this Agreement or any other
      Loan
      Document.

     

    1.03           Accounting
      Terms.

     

    (a)           Generally.
      All accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data (including financial ratios
      and other financial calculations) required to be submitted pursuant to this
      Agreement shall be prepared in conformity with, GAAP applied on a consistent
      basis, as in effect from time to time, applied in a manner consistent with
      that
      used in preparing the Audited Financial Statements, except as otherwise
      specifically prescribed herein.

     

    (b)           Changes
      in GAAP. If at any time any change in GAAP would affect the computation of
      any financial ratio or requirement set forth in any Loan Document, and either
      the Borrower or the Required Lenders shall so request, the Administrative Agent,
      the Lenders and the Borrower shall negotiate in good faith to amend such ratio
      or requirement to preserve the original intent thereof in light of such change
      in GAAP (subject to the approval of the Required Lenders); provided that,
      until so amended, (i) such ratio or requirement shall continue to be computed
      in
      accordance with GAAP prior to such change therein and (ii) the Borrower shall
      provide to the Administrative Agent and the Lenders financial statements and
      other documents required under this Agreement or as reasonably requested
      hereunder setting forth a reconciliation between calculations of such ratio
      or
      requirement made before and after giving effect to such change in
      GAAP.

     

    1.04           Rounding.  Any
      financial ratios required to be maintained by the Borrower pursuant to this
      Agreement shall be calculated by dividing the appropriate component by the
      other
      component, carrying the result to one place more than the number of places
      by
      which such ratio is expressed herein and rounding the result up or down to
      the
      nearest number (with a rounding-up if there is no nearest number).

     

    1.05           Times
      of Day.  Unless otherwise specified, all references herein to
      times of day shall be references to Pacific time (daylight or standard, as
      applicable).

    


    
      
        
          
          

        

        
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    1.06           Letter
      of Credit Amounts.  Unless otherwise specified herein, the
      amount of a Letter of Credit at any time shall be deemed to be the stated amount
      of such Letter of Credit in effect at such time; provided,
however, that with respect to any Letter of Credit that, by its terms
      or
      the terms of any Issuer Document related thereto, provides for one or more
      automatic increases in the stated amount thereof, the amount of such Letter
      of
      Credit shall be deemed to be the maximum stated amount of such Letter of Credit
      after giving effect to all such increases, whether or not such maximum stated
      amount is in effect at such time.

     

    ARTICLE
      II.

    THE
      COMMITMENTS AND CREDIT EXTENSIONS

     

    2.01           Loans.  Subject
      to the terms and conditions set forth herein, each Lender severally agrees
      to
      make loans (each such loan, a “Loan”) to the Borrower from time to time,
      on any Business Day during the Availability Period, in an aggregate amount
      not
      to exceed at any time outstanding the amount of such Lender’s Commitment;
provided, however, that after giving effect to any Borrowing, (i)
      the Total Outstandings shall not exceed the Aggregate Commitments, and (ii)
      the
      aggregate Outstanding Amount of the Loans of any Lender, plus such
      Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations,
      shall not exceed such Lender’s Commitment. Within the limits of each Lender’s
      Commitment, and subject to the other terms and conditions hereof, the Borrower
      may borrow under this Section 2.01, prepay under
Section 2.04, and reborrow under this
Section 2.01.  Loans may be Base Rate Loans or Eurodollar
      Rate Loans, as further provided herein.

     

    2.02           Borrowings,
      Conversions and Continuations of Loans.

     

    (a)           Each
      Borrowing, each conversion of Loans from one Type to the other, and each
      continuation of Eurodollar Rate Loans shall be made upon the Borrower’s
      irrevocable notice to the Administrative Agent, which may be given by telephone.
      Each such notice must be received by the Administrative Agent not later than
      11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
      of, conversion to or continuation of Eurodollar Rate Loans or of any conversion
      of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date
      of
      any Borrowing of Base Rate Loans.  Each telephonic notice by the
      Borrower pursuant to this Section 2.02(a) must be confirmed promptly
      by delivery to the Administrative Agent of a written Loan Notice, appropriately
      completed and signed by a Responsible Officer of the Borrower. Each Borrowing
      of, conversion to or continuation of Eurodollar Rate Loans shall be in a
      principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
      thereof. Except as provided in Sections 2.03(c) and 2.04(b), each
      Borrowing of or conversion to Base Rate Loans shall be in a principal amount
      of
      $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice
      (whether telephonic or written) shall specify (A) whether the Borrower is
      requesting a Borrowing, a conversion of Loans from one Type to the other, or
      a
      continuation of Eurodollar Rate Loans, (B) the requested date of the Borrowing,
      conversion or continuation, as the case may be (which shall be a Business Day),
      (C) the principal amount of Loans to be borrowed, converted or continued,
      (D) the Type of Loans to be borrowed or to which existing Loans are to be
      converted, and (E) if applicable, the duration of the Interest Period with
      respect thereto. If the Borrower fails to specify a Type of Loan in a Loan
      Notice or if the Borrower fails to give a timely notice requesting a conversion
      or continuation, then the applicable Loans shall be made as, or converted to,
      Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be
      effective as of the last day of the Interest Period then in effect with respect
      to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
      of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan
      Notice, but fails to specify an Interest Period, it will be deemed to have
      specified an Interest Period of one month.

    


    
      
        
          
          

        

        
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    (b)           Following
      receipt of a Loan Notice, the Administrative Agent shall promptly notify each
      Lender of the amount of its Applicable Percentage of the applicable Loans,
      and
      if no timely notice of a conversion or continuation is provided by the Borrower,
      the Administrative Agent shall notify each Lender of the details of any
      automatic conversion to Base Rate Loans described in the preceding subsection.
      In the case of a Borrowing, each Lender shall make the amount of its Loan
      available to the Administrative Agent in immediately available funds at the
      Administrative Agent’s Office not later than 1:00 p.m. on the Business Day
      specified in the applicable Loan Notice. Upon satisfaction of the applicable
      conditions set forth in Section 4.02 (and, if such Borrowing is the
      initial Credit Extension, Section 4.01), the Administrative Agent
      shall make all funds so received available to the Borrower in like funds as
      received by the Administrative Agent either by (i) crediting the account of
      the
      Borrower on the books of Bank of America with the amount of such funds or (ii)
      wire transfer of such funds, in each case in accordance with instructions
      provided to (and reasonably acceptable to) the Administrative Agent by the
      Borrower; provided, however, that if, on the date the Loan Notice
      with respect to such Borrowing is given by the Borrower, there are L/C
      Borrowings outstanding, then the proceeds of such Borrowing, first, shall be
      applied to the payment in full of any such L/C Borrowings, and second, shall
      be
      made available to the Borrower as provided above.

     

    (c)           Except
      as otherwise provided herein, a Eurodollar Rate Loan may be continued or
      converted only on the last day of an Interest Period for such Eurodollar Rate
      Loan. During the existence of a Default, no Loans may be requested as, converted
      to or continued as Eurodollar Rate Loans without the consent of the Required
      Lenders.

     

    (d)           The
      Administrative Agent shall promptly notify the Borrower and the Lenders of
      the
      interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
      determination of such interest rate. At any time that Base Rate Loans are
      outstanding, the Administrative Agent shall notify the Borrower and the Lenders
      of any change in Bank of America’s prime rate used in determining the Base Rate
      promptly following the public announcement of such change.

     

    (e)           After
      giving effect to all Borrowings, all conversions of Loans from one Type to
      the
      other, and all continuations of Loans as the same Type, there shall not be
      more
      than five Interest Periods in effect with respect to Loans.

     

    2.03           Letters
      of Credit.

     

    (a)           The
      Letter of Credit Commitment.

     

    (i)           Subject
      to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
      reliance upon the agreements of the Lenders set forth in this
Section 2.03, (1) from time to time on any Business Day during the
      period from the Closing Date until the Letter of Credit Expiration Date, to
      issue Letters of Credit for the account of the Borrower, and to amend or extend
      Letters of Credit previously issued by it, in accordance with
      subsection (b) below, and (2) to honor drawings under the Letters of
      Credit; and (B) the Lenders severally agree to participate in Letters of Credit
      issued for the account of the Borrower and any drawings thereunder;
provided that after giving effect to any L/C Credit Extension with
      respect to any Letter of Credit, (x) the Total Outstandings shall not exceed
      the
      Aggregate Commitments, (y) the aggregate Outstanding Amount of the Loans of
      any
      Lender, plus such Lender’s Applicable Percentage of the Outstanding
      Amount of all L/C Obligations, shall not exceed such Lender’s Commitment, and
      (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter
      of
      Credit Sublimit. Each request by the Borrower for the issuance or amendment
      of a
      Letter of Credit shall be deemed to be a representation by the Borrower that
      the
      L/C Credit Extension so requested complies with the conditions set forth in
      the
      proviso to the preceding sentence. Within the foregoing limits, and subject
      to
      the terms and conditions hereof, the Borrower’s ability to obtain Letters of
      Credit shall be fully revolving, and accordingly the Borrower may, during the
      foregoing period, obtain Letters of Credit to replace Letters of Credit that
      have expired or that have been drawn upon and reimbursed.

    


    
      
        
          
          

        

        
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    (ii)           The
      L/C Issuer shall not issue any Letter of Credit, if:

     

    (A)           the
      expiry date of such requested Letter of Credit would occur more than twelve
      months after the date of issuance or last extension, unless the Required Lenders
      have approved such expiry date; or

     

    (B)           the
      expiry date of such requested Letter of Credit would occur after the Letter
      of
      Credit Expiration Date, unless all the Lenders have approved such expiry
      date.

     

    (iii)           The
      L/C Issuer shall not be under any obligation to issue any Letter of Credit
      if:

     

    (A)           any
      order, judgment or decree of any Governmental Authority or arbitrator shall
      by
      its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
      of Credit, or any Law applicable to the L/C Issuer or any request or directive
      (whether or not having the force of law) from any Governmental Authority with
      jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
      refrain from, the issuance of letters of credit generally or such Letter of
      Credit in particular or shall impose upon the L/C Issuer with respect to such
      Letter of Credit any restriction, reserve or capital requirement (for which
      the
      L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
      Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
      which was not applicable on the Closing Date and which the L/C Issuer in good
      faith deems material to it;

     

    (B)           the
      issuance of such Letter of Credit would violate one or more policies of the
      L/C
      Issuer applicable to letters of credit generally;

    


    
      
        
          
          

        

        
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    (C)           except
      as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter
      of Credit is in an initial stated amount less than $500,000;

     

    (D)           such
      Letter of Credit is to be denominated in a currency other than
      Dollars;

     

    (E)           such
      Letter of Credit contains any provisions for automatic reinstatement of the
      stated amount after any drawing thereunder; or

     

    (F)           a
      default of any Lender’s obligations to fund under Section 2.03(c)
      exists or any Lender is at such time a Defaulting Lender hereunder, unless
      the
      L/C Issuer has entered into satisfactory arrangements with the Borrower or
      such
      Lender to eliminate the L/C Issuer’s risk with respect to such
      Lender.

     

    (iv)           The
      L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not
      be
      permitted at such time to issue such Letter of Credit in its amended form under
      the terms hereof.

     

    (v)           The
      L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
      the
      L/C Issuer would have no obligation at such time to issue such Letter of Credit
      in its amended form under the terms hereof, or (B) the beneficiary of such
      Letter of Credit does not accept the proposed amendment to such Letter of
      Credit.

     

    (vi)           The
      L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
      Credit issued by it and the documents associated therewith, and the L/C Issuer
      shall have all of the benefits and immunities (A) provided to the Administrative
      Agent in Article IX with respect to any acts taken or omissions
      suffered by the L/C Issuer in connection with Letters of Credit issued by it
      or
      proposed to be issued by it and Issuer Documents pertaining to such Letters
      of
      Credit as fully as if the term “Administrative Agent” as used in
Article IX included the L/C Issuer with respect to such acts or
      omissions, and (B) as additionally provided herein with respect to the L/C
      Issuer.

     

    (b)           Procedures
      for Issuance and Amendment of Letters of Credit.

     

    (i)           Each
      Letter of Credit shall be issued or amended, as the case may be, upon the
      request of the Borrower delivered to the L/C Issuer (with a copy to the
      Administrative Agent) in the form of a Letter of Credit Application,
      appropriately completed and signed by a Responsible Officer of the Borrower.
      Such Letter of Credit Application must be received by the L/C Issuer and the
      Administrative Agent not later than 11:00 a.m. at least two Business Days (or
      such later date and time as the Administrative Agent and the L/C Issuer may
      agree in a particular instance in their sole discretion) prior to the proposed
      issuance date or date of amendment, as the case may be. In the case of a request
      for an initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the L/C Issuer: (A) the
      proposed issuance date of the requested Letter of Credit (which shall be a
      Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the
      name
      and address of the beneficiary thereof; (E) the documents to be presented by
      such beneficiary in case of any drawing thereunder; (F) the full text of any
      certificate to be presented by such beneficiary in case of any drawing
      thereunder; and (G) such other matters as the L/C Issuer may require. In the
      case of a request for an amendment of any outstanding Letter of Credit, such
      Letter of Credit Application shall specify in form and detail satisfactory
      to
      the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date
      of
      amendment thereof (which shall be a Business Day); (C) the nature of the
      proposed amendment; and (D) such other matters as the L/C Issuer may require.
      Additionally, the Borrower shall furnish to the L/C Issuer and the
      Administrative Agent such other documents and information pertaining to such
      requested Letter of Credit issuance or amendment, including any Issuer
      Documents, as the L/C Issuer or the Administrative Agent may
      require.

    


    
      
        
          
          

        

        
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    (ii)           Promptly
      after receipt of any Letter of Credit Application, the L/C Issuer will confirm
      with the Administrative Agent (by telephone or in writing) that the
      Administrative Agent has received a copy of such Letter of Credit Application
      from the Borrower and, if not, the L/C Issuer will provide the Administrative
      Agent with a copy thereof. Unless the L/C Issuer has received written notice
      from any Lender, the Administrative Agent or any Loan Party, at least one
      Business Day prior to the requested date of issuance or amendment of the
      applicable Letter of Credit, that one or more applicable conditions contained
      in
Article IV shall not then be satisfied, then, subject to the terms
      and conditions hereof, the L/C Issuer shall, on the requested date, issue a
      Letter of Credit for the account of the Borrower or enter into the applicable
      amendment, as the case may be, in each case in accordance with the L/C Issuer’s
      usual and customary business practices. Immediately upon the issuance of each
      Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the L/C Issuer a risk participation
      in
      such Letter of Credit in an amount equal to the product of such Lender’s
      Applicable Percentage times the amount of such Letter of Credit.

     

    (iii)           Promptly
      after its delivery of any Letter of Credit or any amendment to a Letter of
      Credit to an advising bank with respect thereto or to the beneficiary thereof,
      the L/C Issuer will also deliver to the Borrower and the Administrative Agent
      a
      true and complete copy of such Letter of Credit or amendment.

     

    (c)           Drawings
      and Reimbursements; Funding of Participations.

     

    (i)           Upon
      receipt from the beneficiary of any Letter of Credit of any notice of a drawing
      under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
      Administrative Agent thereof. Not later than 11:00 a.m. on the date of any
      payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor
      Date”), the Borrower shall reimburse the L/C Issuer through the
      Administrative Agent in an amount equal to the amount of such drawing. If the
      Borrower fails to so reimburse the L/C Issuer by such time, the Administrative
      Agent shall promptly notify each Lender of the Honor Date, the amount of the
      unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such
      Lender’s Applicable Percentage thereof. In such event, the Borrower shall be
      deemed to have requested a Borrowing of Base Rate Loans to be disbursed on
      the
      Honor Date in an amount equal to the Unreimbursed Amount, without regard to
      the
      minimum and multiples specified in Section 2.02 for the principal
      amount of Base Rate Loans, but subject to the amount of the unutilized portion
      of the Aggregate Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Loan Notice). Any notice
      given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately
      confirmed in writing; provided that the lack of such an immediate
      confirmation shall not affect the conclusiveness or binding effect of such
      notice.

    


    
      
        
          
          

        

        
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    (ii)           Each
      Lender shall upon any notice pursuant to Section 2.03(c)(i) make
      funds available to the Administrative Agent for the account of the L/C Issuer
      at
      the Administrative Agent’s Office in an amount equal to its Applicable
      Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
      Day specified in such notice by the Administrative Agent, whereupon, subject
      to
      the provisions of Section 2.03(c)(iii), each Lender that so makes
      funds available shall be deemed to have made a Base Rate Loan to the Borrower
      in
      such amount. The Administrative Agent shall remit the funds so received to
      the
      L/C Issuer.

     

    (iii)           With
      respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
      of Base Rate Loans because the conditions set forth in Section 4.02
      cannot be satisfied or for any other reason, the Borrower shall be deemed to
      have incurred from the L/C Issuer an L/C Borrowing in the amount of the
      Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be
      due
      and payable on demand (together with interest) and shall bear interest at the
      Default Rate. In such event, each Lender’s payment to the Administrative Agent
      for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
      shall be deemed payment in respect of its participation in such L/C Borrowing
      and shall constitute an L/C Advance from such Lender in satisfaction of its
      participation obligation under this Section 2.03.

     

    (iv)           Until
      each Lender funds its Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn
      under any Letter of Credit, interest in respect of such Lender’s Applicable
      Percentage of such amount shall be solely for the account of the L/C
      Issuer.

     

    (v)           Each
      Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer
      for amounts drawn under Letters of Credit, as contemplated by this
Section 2.03(c), shall be absolute and unconditional and shall not
      be affected by any circumstance, including (A) any setoff, counterclaim,
      recoupment, defense or other right which such Lender may have against the L/C
      Issuer, the Borrower or any other Person for any reason whatsoever; (B) the
      occurrence or continuance of a Default, or (C) any other occurrence, event
      or
      condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Loans pursuant to this
Section 2.03(c) is subject to the conditions set forth in
Section 4.02 (other than delivery by the Borrower of a
      Loan Notice).
      No such making of an L/C Advance shall relieve or otherwise impair the
      obligation of the Borrower to reimburse the L/C Issuer for the amount of any
      payment made by the L/C Issuer under any Letter of Credit, together with
      interest as provided herein.

    


    
      
        
          
          

        

        
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    (vi)           If
      any Lender fails to make available to the Administrative Agent for the account
      of the L/C Issuer any amount required to be paid by such Lender pursuant to
      the
      foregoing provisions of this Section 2.03(c) by the time specified
      in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover
      from such Lender (acting through the Administrative Agent), on demand, such
      amount with interest thereon for the period from the date such payment is
      required to the date on which such payment is immediately available to the
      L/C
      Issuer at a rate per annum equal to the greater of the Federal Funds Rate and
      a
      rate determined by the L/C Issuer in accordance with banking industry rules
      on
      interbank compensation, plus any administrative, processing or similar
      fees customarily charged by the L/C Issuer in connection with the foregoing.
      If
      such Lender pays such amount (with interest and fees as aforesaid), the amount
      so paid shall constitute such Lender’s Loan included in the relevant Borrowing
      or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.
      A
      certificate of the L/C Issuer submitted to any Lender (through the
      Administrative Agent) with respect to any amounts owing under this clause (vi)
      shall be conclusive absent manifest error.

     

    (d)           Repayment
      of Participations.

     

    (i)           At
      any time after the L/C Issuer has made a payment under any Letter of Credit
      and
      has received from any Lender such Lender’s L/C Advance in respect of such
      payment in accordance with Section 2.03(c), if the Administrative
      Agent receives for the account of the L/C Issuer any payment in respect of
      the
      related Unreimbursed Amount or interest thereon (whether directly from the
      Borrower or otherwise, including proceeds of Cash Collateral applied thereto
      by
      the Administrative Agent), the Administrative Agent will distribute to such
      Lender its Applicable Percentage thereof in the same funds as those received
      by
      the Administrative Agent.

     

    (ii)           If
      any payment received by the Administrative Agent for the account of the L/C
      Issuer pursuant to Section 2.03(c)(i) is required to be returned
      under any of the circumstances described in Section 10.05 (including
      pursuant to any settlement entered into by the L/C Issuer in its discretion),
      each Lender shall pay to the Administrative Agent for the account of the L/C
      Issuer its Applicable Percentage thereof on demand of the Administrative Agent,
      plus interest thereon from the date of such demand to the date such
      amount is returned by such Lender, at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. The obligations of the Lenders under
      this clause shall survive the payment in full of the Obligations and the
      termination of this Agreement.

     

    (e)           Obligations
      Absolute. The obligation of the Borrower to reimburse the L/C Issuer for
      each drawing under each Letter of Credit and to repay each L/C Borrowing shall
      be absolute, unconditional and irrevocable, and shall be paid strictly in
      accordance with the terms of this Agreement under all circumstances, including
      the following:

    


    
      
        
          
          

        

        
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    (i)           any
      lack of validity or enforceability of such Letter of Credit, this Agreement,
      or
      any other Loan Document;

     

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

     

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

     

    (iv)           any
      payment by the L/C Issuer under such Letter of Credit against presentation
      of a
      draft or certificate that does not strictly comply with the terms of such Letter
      of Credit; or any payment made by the L/C Issuer under such Letter of Credit
      to
      any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
      assignee for the benefit of creditors, liquidator, receiver or other
      representative of or successor to any beneficiary or any transferee of such
      Letter of Credit, including any arising in connection with any proceeding under
      any Debtor Relief Law; or

     

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

     

    The
      Borrower shall promptly examine a copy of each Letter of Credit and each
      amendment thereto that is delivered to it and, in the event of any claim of
      noncompliance with the Borrower’s instructions or other irregularity, the
      Borrower will immediately notify the L/C Issuer. The Borrower shall be
      conclusively deemed to have waived any such claim against the L/C Issuer and
      its
      correspondents unless such notice is given as aforesaid.

     

    (f)           Role
      of L/C Issuer. Each Lender and the Borrower agree that, in paying any
      drawing under a Letter of Credit, the L/C Issuer shall not have any
      responsibility to obtain any document (other than any sight draft, certificates
      and documents expressly required by the Letter of Credit) or to ascertain or
      inquire as to the validity or accuracy of any such document or the authority
      of
      the Person executing or delivering any such document. None of the L/C Issuer,
      the Administrative Agent, any of their respective Related Parties nor any
      correspondent, participant or assignee of the L/C Issuer shall be liable to
      any
      Lender for (i) any action taken or omitted in connection herewith at the request
      or with the approval of the Lenders or the Required Lenders, as applicable;
      (ii)
      any action taken or omitted in the absence of gross negligence or willful
      misconduct; or (iii) the due execution, effectiveness, validity or
      enforceability of any document or instrument related to any Letter of Credit
      or
      Issuer Document. The Borrower hereby assumes all risks of the acts or omissions
      of any beneficiary or transferee with respect to its use of any Letter of
      Credit; provided, however, that this assumption is not intended
      to, and shall not, preclude the Borrower’s pursuing such rights and remedies as
      it may have against the beneficiary or transferee at law or under any other
      agreement. None of the L/C Issuer, the Administrative Agent, any of their
      respective Related Parties nor any correspondent, participant or assignee of
      the
      L/C Issuer shall be liable or responsible for any of the matters described in
      clauses (i) through (v) of Section 2.03(e); provided,
however, that anything in such clauses to the contrary notwithstanding,
      the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may
      be
      liable to the Borrower, to the extent, but only to the extent, of any direct,
      as
      opposed to consequential or exemplary, damages suffered by the Borrower which
      the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross
      negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit
      after the presentation to it by the beneficiary of a sight draft and
      certificate(s) strictly complying with the terms and conditions of a Letter
      of
      Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer
      may accept documents that appear on their face to be in order, without
      responsibility for further investigation, regardless of any notice or
      information to the contrary, and the L/C Issuer shall not be responsible for
      the
      validity or sufficiency of any instrument transferring or assigning or
      purporting to transfer or assign a Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, which may prove to be
      invalid or ineffective for any reason.

    


    
      
        
          
          

        

        
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    (g)           Cash
      Collateral. Upon the request of the Administrative Agent, (i) if the L/C
      Issuer has honored any full or partial drawing request under any Letter of
      Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
      the
      Letter of Credit Expiration Date, any L/C Obligation for any reason remains
      outstanding, the Borrower shall, in each case, immediately Cash Collateralize
      the then Outstanding Amount of all L/C Obligations. Sections 2.05 and
8.02(c) set forth certain additional requirements to deliver Cash
      Collateral hereunder. For purposes of this Section 2.03,
Section 2.05 and Section 8.02(c), “Cash
      Collateralize” means to pledge and deposit with or deliver to the
      Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
      collateral for the L/C Obligations, cash or deposit account balances pursuant
      to
      documentation in form and substance satisfactory to the Administrative Agent
      and
      the L/C Issuer (which documents are hereby consented to by the Lenders).
      Derivatives of such term have corresponding meanings. The Borrower hereby grants
      to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders,
      a security interest in all such cash, deposit accounts and all balances therein
      and all proceeds of the foregoing. Cash Collateral shall be maintained in
      blocked, non-interest bearing deposit accounts at Bank of America.

     

    (h)           Applicability
      of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower
      when a Letter of Credit is issued, the rules of the ISP shall apply to each
      Letter of Credit.

     

    (i)           Letter
      of Credit Fees. The Borrower shall pay to the Administrative Agent for the
      account of each Lender in accordance with its Applicable Percentage a Letter
      of
      Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal
      to the Applicable Rate times the daily amount available to be drawn under such
      Letter of Credit. For purposes of computing the daily amount available to be
      drawn under any Letter of Credit, the amount of such Letter of Credit shall
      be
      determined in accordance with Section 1.06. Letter of Credit Fees
      shall be (i) due and payable on the first Business Day after the end of each
      March, June, September and December, commencing with the first such date to
      occur after the issuance of such Letter of Credit, on the Letter of Credit
      Expiration Date and thereafter on demand and (ii) computed on a quarterly basis
      in arrears. If there is any change in the Applicable Rate during any quarter,
      the daily amount available to be drawn under each Letter of Credit shall be
      computed and multiplied by the Applicable Rate separately for each period during
      such quarter that such Applicable Rate was in effect.  Notwithstanding
      anything to the contrary contained herein, upon the request of the Required
      Lenders, while any Event of Default exists, all Letter of Credit Fees shall
      accrue at the Default Rate.

    


    
      
        
          
          

        

        
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      (j)           Fronting
        Fee and Documentary and Processing Charges Payable to L/C Issuer. The
        Borrower shall pay directly to the L/C Issuer for its own account a fronting
        fee
        with respect to each Letter of Credit, at the rate per annum specified from
        time
        to time by the L/C Issuer, computed on the daily amount available to be drawn
        under such Letter of Credit on a quarterly basis in arrears. Such fronting
        fee
        shall be due and payable on the tenth Business Day after the end of each
        March,
        June, September and December in respect of the most recently-ended quarterly
        period (or portion thereof, in the case of the first payment), commencing
        with
        the first such date to occur after the issuance of such Letter of Credit,
        on the
        Letter of Credit Expiration Date and thereafter on demand. For purposes of
        computing the daily amount available to be drawn under any Letter of Credit,
        the
        amount of such Letter of Credit shall be determined in accordance with
Section 1.06. In addition, the Borrower shall pay directly to the
        L/C Issuer for its own account the customary issuance, presentation, amendment
        and other processing fees, and other standard costs and charges, of the L/C
        Issuer relating to letters of credit as from time to time in effect. Such
        customary fees and standard costs and charges are due and payable on demand
        and
        are nonrefundable.



    (k)           Conflict
      with Issuer Documents. In the event of any conflict between the terms hereof
      and the terms of any Issuer Document, the terms hereof shall
      control.

     

    2.04           Prepayments.

     

    (a)           The
      Borrower may, upon notice to the Administrative Agent, at any time or from
      time
      to time voluntarily prepay Loans in whole or in part without premium or penalty;
      provided that (i) such notice must be received by the Administrative
      Agent not later than 11:00 a.m. (A) three Business Days prior to any date of
      prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
      Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
      amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and
      (iii) any prepayment of Base Rate Loans shall be in a principal amount of
      $500,000 or a whole multiple of $100,000 in excess thereof or, in each case,
      if
      less, the entire principal amount thereof then outstanding. Each such notice
      shall specify the date and amount of such prepayment and the Type(s) of Loans
      to
      be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest
      Period(s) of such Loans. The Administrative Agent will promptly notify each
      Lender of its receipt of each such notice, and of the amount of such Lender’s
      Applicable Percentage of such prepayment. If such notice is given by the
      Borrower, the Borrower shall make such prepayment and the payment amount
      specified in such notice shall be due and payable on the date specified therein.
      Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
      interest on the amount prepaid, together with any additional amounts required
      pursuant to Section 3.05. Each such prepayment shall be applied to
      the Loans of the Lenders in accordance with their respective Applicable
      Percentages.

    


    
      
        
          
          

        

        
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    (b)           If
      for any reason the Total Outstandings at any time exceed the Aggregate
      Commitments then in effect, the Borrower shall immediately prepay Loans and/or
      Cash Collateralize the L/C Obligations in an aggregate amount equal to such
      excess; provided, however, that the Borrower shall not be required
      to Cash Collateralize the L/C Obligations pursuant to this
Section 2.04(b) unless after the prepayment in full of the Loans the
      Total Outstandings exceed the Aggregate Commitments then in effect.

     

    2.05           Termination
      or Reduction of Commitments.  The Borrower may, upon notice
      to the Administrative Agent, terminate the Aggregate Commitments, or from time
      to time permanently reduce the Aggregate Commitments; provided that (i)
      any such notice shall be received by the Administrative Agent not later than
      11:00 a.m. five Business Days prior to the date of termination or reduction,
      (ii) any such partial reduction shall be in an aggregate amount of $10,000,000
      or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall
      not terminate or reduce the Aggregate Commitments if, after giving effect
      thereto and to any concurrent prepayments hereunder, the Total Outstandings
      would exceed the Aggregate Commitments, and (iv) if, after giving effect to
      any
      reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds
      the amount of the Aggregate Commitments, such Sublimit shall be automatically
      reduced by the amount of such excess. The Administrative Agent will promptly
      notify the Lenders of any such notice of termination or reduction of the
      Aggregate Commitments. Any reduction of the Aggregate Commitments shall be
      applied to the Commitment of each Lender according to its Applicable Percentage.
      All fees accrued until the effective date of any termination of the Aggregate
      Commitments shall be paid on the effective date of such
      termination.

     

    2.06           Repayment
      of Loans.  The Borrower shall repay to the Lenders on the
      Maturity Date the aggregate principal amount of Loans outstanding on such
      date.

     

    2.07           Interest.

     

    (a)           Subject
      to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan
      shall bear interest on the outstanding principal amount thereof for each
      Interest Period at a rate per annum equal to the Eurodollar Rate for such
      Interest Period plus the Applicable Rate; and (ii) each Base Rate
      Loan shall bear interest on the outstanding principal amount thereof from the
      applicable borrowing date at a rate per annum equal to the Base Rate plus
      the Applicable Rate.

     

    (b)           (i)           If
      any amount of principal of any Loan is not paid when due (without regard to
      any
      applicable grace periods), whether at stated maturity, by acceleration or
      otherwise, such amount shall thereafter bear interest at a fluctuating interest
      rate per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

     

    (ii)           If
      any amount (other than principal of any Loan) payable by the Borrower under
      any
      Loan Document is not paid when due (without regard to any applicable grace
      periods), whether at stated maturity, by acceleration or otherwise, then upon
      the request of the Required Lenders, such amount shall thereafter bear interest
      at a fluctuating interest rate per annum at all times equal to the Default
      Rate
      to the fullest extent permitted by applicable Laws.

    


    
      
        
          
          

        

        
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    (iii)           Upon
      the request of the Required Lenders, while any Event of Default exists, the
      Borrower shall pay interest on the principal amount of all outstanding
      Obligations hereunder at a fluctuating interest rate per annum at all times
      equal to the Default Rate to the fullest extent permitted by applicable
      Laws.

     

    (iv)           Accrued
      and unpaid interest on past due amounts (including interest on past due
      interest) shall be due and payable upon demand.

     

    (c)           Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified herein. Interest
      hereunder shall be due and payable in accordance with the terms hereof before
      and after judgment, and before and after the commencement of any proceeding
      under any Debtor Relief Law.

     

    2.08           Fees.
      In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

     

    (a)           Commitment
      Fee. The Borrower shall pay to the Administrative Agent for the account of
      each Lender in accordance with its Applicable Percentage, a commitment fee
      equal
      to the Applicable Rate times the actual daily amount by which the Aggregate
      Commitments exceed the sum of (i) the Outstanding Amount of Loans and (ii)
      the
      Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all
      times during the Availability Period, including at any time during which one
      or
      more of the conditions in Article IV is not met, and shall be due
      and payable quarterly in arrears on the last Business Day of each March, June,
      September and December, commencing with the first such date to occur after
      the
      Closing Date, and on the last day of the Availability Period. The commitment
      fee
      shall be calculated quarterly in arrears, and if there is any change in the
      Applicable Rate during any quarter, the actual daily amount shall be computed
      and multiplied by the Applicable Rate separately for each period during such
      quarter that such Applicable Rate was in effect.

     

    (b)           Other
      Fees.

     

    (i)           The
      Borrower shall pay to the Administrative Agent for its own account fees in
      the
      amounts and at the times specified in the Fee Letter, if any. Such fees shall
      be
      fully earned when paid and shall not be refundable for any reason
      whatsoever.

     

    (ii)          The
      Borrower shall pay to the Lenders such fees as shall have been separately agreed
      upon in writing in the amounts and at the times so specified. Such fees shall
      be
      fully earned when paid and shall not be refundable for any reason
      whatsoever.

     

    2.09           Computation
      of Interest and Fees.  All computations of interest for Base
      Rate Loans when the Base Rate is determined by Bank of America’s “prime rate”
shall be made on the basis of a year of 365 or 366 days, as the case may be,
      and
      actual days elapsed. All other computations of fees and interest shall be made
      on the basis of a 360-day year and actual days elapsed (which results in more
      fees or interest, as applicable, being paid than if computed on the basis of
      a
      365-day year). Interest shall accrue on each Loan for the day on which the
      Loan
      is made, and shall not accrue on a Loan, or any portion thereof, for the day
      on
      which the Loan or such portion is paid, provided that any Loan that is
      repaid on the same day on which it is made shall, subject to
Section 2.11(a), bear interest for one day. Each determination by
      the Administrative Agent of an interest rate or fee hereunder shall be
      conclusive and binding for all purposes, absent manifest error.

    


    
      
        
          
          

        

        
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    2.10           Evidence
      of Debt.

     

    (a)           The
      Credit Extensions made by each Lender shall be evidenced by one or more accounts
      or records maintained by such Lender and by the Administrative Agent in the
      ordinary course of business. The accounts or records maintained by the
      Administrative Agent and each Lender shall be conclusive absent manifest error
      of the amount of the Credit Extensions made by the Lenders to the Borrower
      and
      the interest and payments thereon. Any failure to so record or any error in
      doing so shall not, however, limit or otherwise affect the obligation of the
      Borrower hereunder to pay any amount owing with respect to the Obligations.
      In
      the event of any conflict between the accounts and records maintained by any
      Lender and the accounts and records of the Administrative Agent in respect
      of
      such matters, the accounts and records of the Administrative Agent shall control
      in the absence of manifest error. Upon the request of any Lender made through
      the Administrative Agent, the Borrower shall execute and deliver to such Lender
      (through the Administrative Agent) a Note, which shall evidence such Lender’s
      Loans in addition to such accounts or records. Each Lender may attach schedules
      to its Note and endorse thereon the date, Type (if applicable), amount and
      maturity of its Loans and payments with respect thereto.

     

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

     

    2.11           Payments
      Generally; Administrative Agent’s Clawback.

     

    (a)           General.
      All payments to be made by the Borrower shall be made without condition or
      deduction for any counterclaim, defense, recoupment or setoff.  Except
      as otherwise expressly provided herein, all payments by the Borrower hereunder
      shall be made to the Administrative Agent, for the account of the respective
      Lenders to which such payment is owed, at the Administrative Agent’s Office in
      Dollars and in immediately available funds not later than 2:00 p.m. on the
      date
      specified herein. The Administrative Agent will promptly distribute to each
      Lender its Applicable Percentage (or other applicable share as provided herein)
      of such payment in like funds as received by wire transfer to such Lender’s
      Lending Office. All payments received by the Administrative Agent after 2:00
      p.m. shall be deemed received on the next succeeding Business Day and any
      applicable interest or fee shall continue to accrue. If any payment to be made
      by the Borrower shall come due on a day other than a Business Day, payment
      shall
      be made on the next following Business Day, and such extension of time shall
      be
      reflected in computing interest or fees, as the case may be.

    


    
      
        
          
          

        

        
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    (b)           (i)           Funding
      by Lenders; Presumption by Administrative Agent. Unless the Administrative
      Agent shall have received notice from a Lender prior to the proposed date of
      any
      Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
      Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
      will not make available to the Administrative Agent such Lender’s share of such
      Borrowing, the Administrative Agent may assume that such Lender has made such
      share available on such date in accordance with Section 2.02 (or, in
      the case of a Borrowing of Base Rate Loans, that such Lender has made such
      share
      available in accordance with and at the time required by
Section 2.02) and may, in reliance upon such assumption, make
      available to the Borrower a corresponding amount. In such event, if a Lender
      has
      not in fact made its share of the applicable Borrowing available to the
      Administrative Agent, then the applicable Lender and the Borrower severally
      agree to pay to the Administrative Agent forthwith on demand such corresponding
      amount in immediately available funds with interest thereon, for each day from
      and including the date such amount is made available to the Borrower to but
      excluding the date of payment to the Administrative Agent, at (A) in the case
      of
      a payment to be made by such Lender, the greater of the Federal Funds Rate
      and a
      rate determined by the Administrative Agent in accordance with banking industry
      rules on interbank compensation, plus any administrative, processing or
      similar fees customarily charged by the Administrative Agent in connection
      with
      the foregoing, and (B) in the case of a payment to be made by the Borrower,
      the
      interest rate applicable to Base Rate Loans. If the Borrower and such Lender
      shall pay such interest to the Administrative Agent for the same or an
      overlapping period, the Administrative Agent shall promptly remit to the
      Borrower the amount of such interest paid by the Borrower for such period.
      If
      such Lender pays its share of the applicable Borrowing to the Administrative
      Agent, then the amount so paid shall constitute such Lender’s Loan included in
      such Borrowing. Any payment by the Borrower shall be without prejudice to any
      claim the Borrower may have against a Lender that shall have failed to make
      such
      payment to the Administrative Agent.

     

    (ii)           Payments
      by Borrower; Presumptions by Administrative Agent. Unless the Administrative
      Agent shall have received notice from the Borrower prior to the date on which
      any payment is due to the Administrative Agent for the account of the Lenders
      or
      the L/C Issuer hereunder that the Borrower will not make such payment, the
      Administrative Agent may assume that the Borrower has made such payment on
      such
      date in accordance herewith and may, in reliance upon such assumption,
      distribute to the Lenders or the L/C Issuer, as the case may be, the amount
      due.
      In such event, if the Borrower has not in fact made such payment, then each
      of
      the Lenders or the L/C Issuer, as the case may be, severally agrees to repay
      to
      the Administrative Agent forthwith on demand the amount so distributed to such
      Lender or the L/C Issuer, in immediately available funds with interest thereon,
      for each day from and including the date such amount is distributed to it to
      but
      excluding the date of payment to the Administrative Agent, at the greater of
      the
      Federal Funds Rate and a rate determined by the Administrative Agent in
      accordance with banking industry rules on interbank compensation.

     

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

     

    (c)           Failure
      to Satisfy Conditions Precedent. If any Lender makes available to the
      Administrative Agent funds for any Loan to be made by such Lender as provided
      in
      the foregoing provisions of this Article II, and such funds are not
      made available to the Borrower by the Administrative Agent because the
      conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms
      hereof, the Administrative Agent shall return such funds (in like funds as
      received from such Lender) to such Lender, without interest.

    


    
      
        
          
          

        

        
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    (d)           Obligations
      of Lenders Several. The obligations of the Lenders hereunder to make Loans,
      to fund participations in Letters of Credit and to make payments pursuant to
      Section 10.04(c) are several and not joint. The failure of any
      Lender to make any Loan, to fund any such participation or to make any payment
      under Section 10.04(c) on any date required hereunder shall not
      relieve any other Lender of its corresponding obligation to do so on such date,
      and no Lender shall be responsible for the failure of any other Lender to so
      make its Loan, to purchase its participation or to make its payment under
Section 10.04(c).

     

    (e)           Funding
      Source. Nothing herein shall be deemed to obligate any Lender to obtain the
      funds for any Loan in any particular place or manner or to constitute a
      representation by any Lender that it has obtained or will obtain the funds
      for
      any Loan in any particular place or manner.

     

    2.12           Sharing
      of Payments by Lenders.  If any Lender shall, by exercising
      any right of setoff or counterclaim or otherwise, obtain payment in respect
      of
      any principal of or interest on any of the Loans made by it, or the
      participations in L/C Obligations held by it resulting in such Lender’s
      receiving payment of a proportion of the aggregate amount of such Loans or
      participations and accrued interest thereon greater than its
prorata share thereof as provided herein, then the Lender
      receiving such greater proportion shall (a) notify the Administrative Agent
      of
      such fact, and (b) purchase (for cash at face value) participations in the
      Loans
      and subparticipations in L/C Obligations of the other Lenders, or make such
      other adjustments as shall be equitable, so that the benefit of all such
      payments shall be shared by the Lenders ratably in accordance with the aggregate
      amount of principal of and accrued interest on their respective Loans and other
      amounts owing them, provided that:

     

    (i)           if
      any such participations or subparticipations are purchased and all or any
      portion of the payment giving rise thereto is recovered, such participations
      or
      subparticipations shall be rescinded and the purchase price restored to the
      extent of such recovery, without interest; and

     

    (ii)          the
      provisions of this Section shall not be construed to apply to (x) any
      payment made by the Borrower pursuant to and in accordance with the express
      terms of this Agreement or (y) any payment obtained by a Lender as consideration
      for the assignment of or sale of a participation in any of its Loans or
      subparticipations in L/C Obligations to any assignee or participant, other
      than
      to the Borrower or any Subsidiary thereof (as to which the provisions of this
      Section shall apply).

     

    The
      Borrower consents to the foregoing and agrees, to the extent it may effectively
      do so under applicable law, that any Lender acquiring a participation pursuant
      to the foregoing arrangements may exercise against the Borrower rights of setoff
      and counterclaim with respect to such participation as fully as if such Lender
      were a direct creditor of the Borrower in the amount of such
      participation.

    


    
      
        
          
          

        

        
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    2.13           Increase
      in Commitments.

     

    (a)           Request
      for Increase. Provided there exists no Default, upon notice to the
      Administrative Agent (which shall promptly notify the Lenders), the Borrower
      may
      on no more than three occasions, request an increase in the Aggregate
      Commitments by an aggregate amount for all such increases together not exceeding
      $50,000,000; provided that any such request for an increase shall be in a
      minimum amount of $10,000,000.  At the time of sending such notice,
      the Borrower (in consultation with the Administrative Agent) shall specify
      the
      time period within which each Lender is requested to respond (which shall in
      no
      event be less than ten Business Days from the date of delivery of such notice
      to
      the Lenders).

     

    (b)           Lender
      Elections to Increase. Each Lender shall notify the Administrative Agent
      within such time period whether or not it agrees to increase its Commitment
      and,
      if so, whether by an amount equal to, greater than, or less than its Applicable
      Percentage of such requested increase. Any Lender not responding within such
      time period shall be deemed to have declined to increase its
      Commitment.

     

    (c)           Notification
      by Administrative Agent; Additional Lenders. The Administrative Agent shall
      notify the Borrower and each Lender of the Lenders’ responses to each request
      made hereunder.  To achieve the full amount of a requested increase
      and subject to the approval of the Administrative Agent, and the L/C Issuer
      (which approvals shall not be unreasonably withheld), the Borrower may also
      invite additional Eligible Assignees to become Lenders pursuant to a joinder
      agreement in form and substance satisfactory to the Administrative Agent and
      its
      counsel.  Upon the addition of the first Lender other than Bank of
      America, the Borrower shall enter into a letter fee agreement (“Fee
      Letter”) with the Administrative Agent, in form and substance reasonably
      satisfactory to the Administrative Agent pursuant to which the Borrower shall
      agree to pay the Administrative Agent an agency fee and pay an arrangement
      fee
      to an Affiliate of Bank of America.

     

    (d)           Effective
      Date and Allocations. If the Aggregate Commitments are increased in
      accordance with this Section, the Administrative Agent and the Borrower shall
      determine the effective date (the “Increase Effective Date”) and the
      final allocation of such increase. The Administrative Agent shall promptly
      notify the Borrower and the Lenders of the final allocation of such increase
      and
      the Increase Effective Date.

     

    (e)           Conditions
      to Effectiveness of Increase. As a condition precedent to such increase, the
      Borrower shall deliver to the Administrative Agent a certificate of each Loan
      Party dated as of the Increase Effective Date (in sufficient copies for each
      Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
      attaching the resolutions adopted by such Loan Party approving or consenting
      to
      such increase, and (ii) in the case of the Borrower, certifying that, before
      and
      after giving effect to such increase, (A) the representations and warranties
      contained in Article V and the other Loan Documents are true and
      correct on and as of the Increase Effective Date, except to the extent that
      such
      representations and warranties specifically refer to an earlier date, in which
      case they are true and correct as of such earlier date, and except that for
      purposes of this Section 2.13, the representations and warranties
      contained in subsections (a) and (b) of Section 5.05 shall be deemed
      to refer to the most recent statements furnished pursuant to clauses (a) and
      (b), respectively, of Section 6.01, and (B) no Default exists. The
      Borrower shall prepay any Loans outstanding on the Increase Effective Date
      (and
      pay any additional amounts required pursuant to Section 3.05) to the
      extent necessary to keep the outstanding Loans ratable with any revised
      Applicable Percentages arising from any nonratable increase in the Commitments
      under this Section.

    


    
      
        
          
          

        

        
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    (f)           Conflicting
      Provisions. This Section shall supersede any provisions in
Section 2.12 or 10.01 to the contrary.

     

    ARTICLE
      III.

    TAXES,
      YIELD PROTECTION AND ILLEGALITY

     

    3.01           Taxes.

     

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

     

    (b)           Payment
      of Other Taxes by the Borrower. Without limiting the provisions of
      subsection (a) above, the Borrower shall timely pay any Other Taxes to the
      relevant Governmental Authority in accordance with applicable law.

     

    (c)           Indemnification
      by the Borrower. The Borrower shall indemnify the Administrative Agent, each
      Lender and the L/C Issuer, within 10 days after demand therefor, for the full
      amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes
      or
      Other Taxes imposed or asserted on or attributable to amounts payable under
      this
      Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as
      the
      case may be, and any penalties, interest and reasonable expenses arising
      therefrom or with respect thereto, whether or not such Indemnified Taxes or
      Other Taxes were correctly or legally imposed or asserted by the relevant
      Governmental Authority. A certificate as to the amount of such payment or
      liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy
      to the Administrative Agent), or by the Administrative Agent on its own behalf
      or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest
      error.

     

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

    


    
      
        
          
          

        

        
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    (e)           Status
      of Lenders. Any Foreign Lender that is entitled to an exemption from or
      reduction of withholding tax under the law of the jurisdiction in which the
      Borrower is resident for tax purposes, or any treaty to which such jurisdiction
      is a party, with respect to payments hereunder or under any other Loan Document
      shall deliver to the Borrower (with a copy to the Administrative Agent), at
      the
      time or times prescribed by applicable law or reasonably requested by the
      Borrower or the Administrative Agent, such properly completed and executed
      documentation prescribed by applicable law as will permit such payments to
      be
      made without withholding or at a reduced rate of withholding. In addition,
      any
      Lender, if requested by the Borrower or the Administrative Agent, shall deliver
      such other documentation prescribed by applicable law or reasonably requested
      by
      the Borrower or the Administrative Agent as will enable the Borrower or the
      Administrative Agent to determine whether or not such Lender is subject to
      backup withholding or information reporting requirements.

     

    Without
      limiting the generality of the foregoing, in the event that the Borrower is
      resident for tax purposes in the United States, any Foreign Lender shall deliver
      to the Borrower and the Administrative Agent (in such number of copies as shall
      be requested by the recipient) on or prior to the date on which such Foreign
      Lender becomes a Lender under this Agreement (and from time to time thereafter
      upon the request of the Borrower or the Administrative Agent, but only if such
      Foreign Lender is legally entitled to do so), whichever of the following is
      applicable:

     

    (i)           duly
      completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
      for benefits of an income tax treaty to which the United States is a
      party,

     

    (ii)          duly
      completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)         in
      the case of a Foreign Lender claiming the benefits of the exemption for
      portfolio interest under Section 881(c) of the Code, (x) a certificate to
      the effect that such Foreign Lender is not (A) a “bank” within the meaning of
      Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the
      Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in Section 881(c)(3)(C) of the
      Code and (y) duly completed copies of Internal Revenue Service Form W-8BEN,
      or

     

    (iv)        
      any other form prescribed by applicable law as a basis for claiming exemption
      from or a reduction in United States Federal withholding tax duly completed
      together with such supplementary documentation as may be prescribed by
      applicable law to permit the Borrower to determine the withholding or deduction
      required to be made.

     

    (f)           Treatment
      of Certain Refunds. If the Administrative Agent, any Lender or the L/C
      Issuer determines, in its sole discretion, that it has received a refund of
      any
      Taxes or Other Taxes as to which it has been indemnified by the Borrower or
      with
      respect to which the Borrower has paid additional amounts pursuant to this
      Section, it shall pay to the Borrower an amount equal to such refund (but only
      to the extent of indemnity payments made, or additional amounts paid, by the
      Borrower under this Section with respect to the Taxes or Other Taxes giving
      rise to such refund), net of all out-of-pocket expenses of the Administrative
      Agent, such Lender or the L/C Issuer, as the case may be, and without interest
      (other than any interest paid by the relevant Governmental Authority with
      respect to such refund), provided that the Borrower, upon the request of
      the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the
      amount paid over to the Borrower (plus any penalties, interest or other charges
      imposed by the relevant Governmental Authority) to the Administrative Agent,
      such Lender or the L/C Issuer in the event the Administrative Agent, such Lender
      or the L/C Issuer is required to repay such refund to such Governmental
      Authority. This subsection shall not be construed to require the
      Administrative Agent, any Lender or the L/C Issuer to make available its tax
      returns (or any other information relating to its taxes that it deems
      confidential) to the Borrower or any other Person.

    


    
      
        
          
          

        

        
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    3.02           Illegality.  If
      any Lender determines that any Law has made it unlawful, or that any
      Governmental Authority has asserted that it is unlawful, for any Lender or
      its
      applicable Lending Office to make, maintain or fund Eurodollar Rate Loans,
      or to
      determine or charge interest rates based upon the Eurodollar Rate, or any
      Governmental Authority has imposed material restrictions on the authority of
      such Lender to purchase or sell, or to take deposits of, Dollars in the London
      interbank market, then, on notice thereof by such Lender to the Borrower through
      the Administrative Agent, any obligation of such Lender to make or continue
      Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
      shall be suspended until such Lender notifies the Administrative Agent and
      the
      Borrower that the circumstances giving rise to such determination no longer
      exist. Upon receipt of such notice, the Borrower shall, upon demand from such
      Lender (with a copy to the Administrative Agent), prepay or, if applicable,
      convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either
      on
      the last day of the Interest Period therefor, if such Lender may lawfully
      continue to maintain such Eurodollar Rate Loans to such day, or immediately,
      if
      such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
      Upon any such prepayment or conversion, the Borrower shall also pay accrued
      interest on the amount so prepaid or converted.

     

    3.03           Inability
      to Determine Rates.  If the Required Lenders determine that
      for any reason in connection with any request for a Eurodollar Rate Loan or
      a
      conversion to or continuation thereof that (a) Dollar deposits are not being
      offered to banks in the London interbank eurodollar market for the applicable
      amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
      reasonable means do not exist for determining the Eurodollar Rate for any
      requested Interest Period with respect to a proposed Eurodollar Rate Loan ,
      or
      (c) the Eurodollar Rate for any requested Interest Period with respect to a
      proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost
      to
      such Lenders of funding such Loan, the Administrative Agent will promptly so
      notify the Borrower and each Lender. Thereafter, the obligation of the Lenders
      to make or maintain Eurodollar Rate Loans shall be suspended until the
      Administrative Agent (upon the instruction of the Required Lenders) revokes
      such
      notice. Upon receipt of such notice, the Borrower may revoke any pending request
      for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
      or,
      failing that, will be deemed to have converted such request into a request
      for a
      Borrowing of Base Rate Loans in the amount specified therein.

    


    
      
        
          
          

        

        
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    3.04           Increased
      Costs; Reserves on Eurodollar Rate Loans.

     

    (a)           Increased
      Costs Generally. If any Change in Law shall:

     

    (i)           impose,
      modify or deem applicable any reserve, special deposit, compulsory loan,
      insurance charge or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended or participated in by, any Lender (except
      any
      reserve requirement contemplated by Section 3.04(e)) or the L/C
      Issuer;

     

    (ii)          subject
      any Lender or the L/C Issuer to any tax of any kind whatsoever with respect
      to
      this Agreement, any Letter of Credit, any participation in a Letter of Credit
      or
      any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
      to such Lender or the L/C Issuer in respect thereof (except for Indemnified
      Taxes or Other Taxes covered by Section 3.01 and the imposition of,
      or any change in the rate of, any Excluded Tax payable by such Lender or the
      L/C
      Issuer); or

     

    (iii)         impose
      on any Lender or the L/C Issuer or the London interbank market any other
      condition, cost or expense affecting this Agreement or Eurodollar Rate Loans
      made by such Lender or any Letter of Credit or participation
      therein;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
      to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
      of participating in, issuing or maintaining any Letter of Credit (or of
      maintaining its obligation to participate in or to issue any Letter of Credit),
      or to reduce the amount of any sum received or receivable by such Lender or
      the
      L/C Issuer hereunder (whether of principal, interest or any other amount) then,
      upon request of such Lender or the L/C Issuer, the Borrower will pay to such
      Lender or the L/C Issuer, as the case may be, such additional amount or amounts
      as will compensate such Lender or the L/C Issuer, as the case may be, for such
      additional costs incurred or reduction suffered.

     

    (b)           Capital
      Requirements. If any Lender or the L/C Issuer determines that any Change in
      Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender
      or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital
      requirements has or would have the effect of reducing the rate of return on
      such
      Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the
      L/C Issuer’s holding company, if any, as a consequence of this Agreement, the
      Commitments of such Lender or the Loans made by, or participations in Letters
      of
      Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer,
      to a level below that which such Lender or the L/C Issuer or such Lender’s or
      the L/C Issuer’s holding company could have achieved but for such Change in Law
      (taking into consideration such Lender’s or the L/C Issuer’s policies and the
      policies of such Lender’s or the L/C Issuer’s holding company with respect to
      capital adequacy), then from time to time the Borrower will pay to such Lender
      or the L/C Issuer, as the case may be, such additional amount or amounts as
      will
      compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s
      holding company for any such reduction suffered.

     

    (c)           Certificates
      for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth
      the amount or amounts necessary to compensate such Lender or the L/C Issuer
      or
      its holding company, as the case may be, as specified in subsection (a) or
      (b) of this Section and delivered to the Borrower shall be conclusive
      absent manifest error. The Borrower shall pay such Lender or the L/C Issuer,
      as
      the case may be, the amount shown as due on any such certificate within 10
      days
      after receipt thereof.

     

    
      
        
        

      

      
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    (d)           Delay
      in Requests. Failure or delay on the part of any Lender or the L/C Issuer to
      demand compensation pursuant to the foregoing provisions of this
      Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s
      right to demand such compensation, provided that the Borrower shall not
      be required to compensate a Lender or the L/C Issuer pursuant to the foregoing
      provisions of this Section for any increased costs incurred or reductions
      suffered more than nine months prior to the date that such Lender or the L/C
      Issuer, as the case may be, notifies the Borrower of the Change in Law giving
      rise to such increased costs or reductions and of such Lender’s or the L/C
      Issuer’s intention to claim compensation therefor (except that, if the Change in
      Law giving rise to such increased costs or reductions is retroactive, then
      the
      nine-month period referred to above shall be extended to include the period
      of
      retroactive effect thereof).

     

    (e)           Reserves
      on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as
      such Lender shall be required to maintain reserves with respect to liabilities
      or assets consisting of or including Eurocurrency funds or deposits (currently
      known as “Eurocurrency liabilities”), additional interest on the unpaid
      principal amount of each Eurodollar Rate Loan equal to the actual costs of
      such
      reserves allocated to such Loan by such Lender (as determined by such Lender
      in
      good faith, which determination shall be conclusive), which shall be due and
      payable on each date on which interest is payable on such Loan, provided the
      Borrower shall have received at least 10 days’ prior notice (with a copy to the
      Administrative Agent) of such additional interest from such Lender. If a Lender
      fails to give notice 10 days prior to the relevant Interest Payment Date, such
      additional interest shall be due and payable 10 days from receipt of such
      notice.

     

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

     

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

     

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

     

    (c)           any
      assignment of a Eurodollar Rate Loan on a day other than the last day of the
      Interest Period therefor as a result of a request by the Borrower pursuant
      to
Section 10.13; including any loss of anticipated profits and any
      loss or expense arising from the liquidation or reemployment of funds obtained
      by it to maintain such Loan or from fees payable to terminate the deposits
      from
      which such funds were obtained. The Borrower shall also pay any customary
      administrative fees charged by such Lender in connection with the
      foregoing.

     

    
      
        
        

      

      
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    For
      purposes of calculating amounts payable by the Borrower to the Lenders under
      this Section 3.05, each Lender shall be deemed to have funded each
      Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
      matching deposit or other borrowing in the London interbank eurodollar market
      for a comparable amount and for a comparable period, whether or not such
      Eurodollar Rate Loan was in fact so funded.

     

    3.06           Mitigation
      Obligations; Replacement of Lenders.

     

    (a)           Designation
      of a Different Lending Office. If any Lender requests compensation under
Section 3.04, or the Borrower is required to pay any additional
      amount to any Lender or any Governmental Authority for the account of any Lender
      pursuant to Section 3.01, or if any Lender gives a notice pursuant
      to Section 3.02, then such Lender shall use reasonable efforts to
      designate a different Lending Office for funding or booking its Loans hereunder
      or to assign its rights and obligations hereunder to another of its offices,
      branches or affiliates, if, in the judgment of such Lender, such designation
      or
      assignment (i) would eliminate or reduce amounts payable pursuant to
Section 3.01 or 3.04, as the case may be, in the future, or
      eliminate the need for the notice pursuant to Section 3.02, as
      applicable, and (ii) in each case, would not subject such Lender to any
      unreimbursed cost or expense and would not otherwise be disadvantageous to such
      Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
      incurred by any Lender in connection with any such designation or
      assignment.

     

    (b)           Replacement
      of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional
      amount to any Lender or any Governmental Authority for the account of any Lender
      pursuant to Section 3.01, the Borrower may replace such Lender in
      accordance with Section 10.13.

     

    3.07           Survival.  All
      of the Borrower’s obligations under this Article III shall survive
      termination of the Aggregate Commitments and repayment of all other Obligations
      hereunder.

     

    ARTICLE
      IV.

    CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS

     

    4.01           Conditions
      of Initial Credit Extension.  The obligation of the L/C
      Issuer and each Lender to make its initial Credit Extension hereunder is subject
      to satisfaction of the following conditions precedent:

     

    (a)           The
      Administrative Agent’s receipt of the following, each of which shall be
      originals or telecopies (followed promptly by originals) unless otherwise
      specified, each properly executed by a Responsible Officer of the signing Loan
      Party, each dated the Closing Date (or, in the case of certificates of
      governmental officials, a recent date before the Closing Date) and each in
      form
      and substance satisfactory to the Administrative Agent and each of the
      Lenders:

     

    (i)           executed
      counterparts of this Agreement sufficient in number for distribution to the
      Administrative Agent, each Lender and the Borrower;

     

    
      
        
        

      

      
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    (ii)          a
      Note executed by the Borrower in favor of each Lender requesting a
      Note;

     

    (iii)         executed
      counterparts of the Guaranty, executed by each Domestic Subsidiary;

     

    (iv)        
      executed counterparts of the Borrower Security Agreement and Subsidiary Security
      Agreement, together with:

     

    (A)           proper
      financing statements (Form UCC-1 or the equivalent) or other Perfection
      Documents fully executed (as appropriate) for filing under the Uniform
      Commercial Code or other appropriate filing offices of each jurisdiction as
      may
      be necessary or, in the reasonable opinion of the Administrative Agent,
      desirable, to perfect the security interests purported to be created by the
      Borrower Security Agreement and the Subsidiary Security Agreement, as
      applicable, in each case to the extent such perfection is required thereby
      (including control agreements in respect of deposit accounts);

     

    (B)           copies
      of requests for information or copies, or equivalent reports as of a recent
      date, listing all effective financing statements that name the Borrower or
      any
      of its Subsidiaries as debtor and that are filed in the jurisdictions referred
      to in clause (A) above and in such other jurisdictions in which the Collateral
      is located on the date of the initial Credit Extension or as otherwise deemed
      appropriate by the Administrative Agent, together with copies of such other
      financing statements that name the Borrower or any of its Subsidiaries as debtor
      (none of which shall cover the Collateral except (x) to the extent evidencing
      Permitted Liens or (y) those in respect of which the Administrative Agent shall
      have received termination statements (Form UCC-3) or such other termination
      statements as shall be required by local law fully authorized or executed for
      filing);

     

    (C)           evidence
      of the completion of all other recordings and filings of, or with respect to,
      the Borrower Security Agreement and the Subsidiary Security Agreement as may
      be
      necessary or, in the reasonable opinion of the Administrative Agent, desirable
      to perfect and protect the security interests intended to be created by the
      Borrower Security Agreement and the Subsidiary Security Agreement, as
      applicable; and

     

    (D)           subject
      to the last sentence of Section 6.14, evidence that all other actions
      necessary or, in the reasonable opinion of the Administrative Agent, desirable
      to perfect and protect the security interests purported to be created by the
      Borrower Security Agreement and, if applicable, the Subsidiary Security
      Agreement (to the extent such perfection is required thereby) have been, or
      will
      be, substantially contemporaneously with the initial Credit Extension, taken,
      and the Borrower Security Agreement and the Subsidiary Security Agreement shall
      be in full force and effect;

     

    
      
        
        

      

      
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    (v)           such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Loan Party as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Agreement and the other Loan Documents to which such
      Loan Party is a party;

     

    (vi)           such
      documents and certifications as the Administrative Agent may reasonably require
      to evidence that each Loan Party is duly organized or formed, and that the
      Borrower is validly existing, in good standing and qualified to engage in
      business in each jurisdiction where its ownership, lease or operation of
      properties or the conduct of its business requires such qualification, except
      to
      the extent that failure to do so could not reasonably be expected to have a
      Material Adverse Effect;

     

    (vii)           a
      favorable opinion of counsel to the Loan Parties satisfactory to the
      Administrative Agent, addressed to the Administrative Agent, as to the matters
      set forth in Exhibit E and such other matters concerning the Loan
      Parties and the Loan Documents as the Administrative Agent may reasonably
      request;

     

    (viii)        
      a certificate of a Responsible Officer of each Loan Party either
      (A) attaching copies of all consents, licenses and approvals required in
      connection with the execution, delivery and performance by such Loan Party
      and
      the validity against such Loan Party of the Loan Documents to which it is a
      party, and such consents, licenses and approvals shall be in full force and
      effect, or (B) stating that no such consents, licenses or approvals are so
      required;

     

    (ix)           a
      certificate signed by a Responsible Officer of the Borrower certifying (A)
      that
      the conditions specified in Sections 4.02(a) and (b) have been
      satisfied, (B) that there has been no event or circumstance since the date
      of
      the Audited Financial Statements that has had or could be reasonably expected
      to
      have, either individually or in the aggregate, a Material Adverse Effect; and
      (C) a calculation of the Consolidated Leverage Ratio as of the last day of
      the
      fiscal quarter of the Borrower most recently ended prior to the Closing
      Date;

     

    (x)           
      a duly completed Compliance Certificate as of the last day of the fiscal quarter
      of the Borrower ended on June 30, 2007, signed by a Responsible Officer of
      the
      Borrower;

     

    (xi)           consolidating
      balance sheets of the Borrower and its Subsidiaries as of June 30, 2007 and
      the
      related consolidating statements of income or operations, shareholders’ equity
      and cash flows for the 12 month period ending on such date, in reasonable detail
      and prepared in accordance with GAAP; and;

     

    (xii)          such
      other assurances, certificates, documents, consents or opinions as the
      Administrative Agent, the L/C Issuer or the Required Lenders reasonably may
      require.

     

    
      
        
        

      

      
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    (b)           Any
      fees required to be paid on or before the Closing Date shall have been
      paid.

     

    (c)           Unless
      waived by the Administrative Agent, the Borrower shall have paid all fees,
      charges and disbursements of counsel to the Administrative Agent (directly
      to
      such counsel if requested by the Administrative Agent) to the extent invoiced
      prior to or on the Closing Date, plus such additional amounts of such fees,
      charges and disbursements as shall constitute its reasonable estimate of such
      fees, charges and disbursements incurred or to be incurred by it through the
      closing proceedings (provided that such estimate shall not thereafter
      preclude a final settling of accounts between the Borrower and the
      Administrative Agent).

     

    (d)           The
      Closing Date shall have occurred on or before September 30, 2007.

     

    Without
      limiting the generality of the provisions of Section 9.04, for
      purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be
      deemed to have consented to, approved or accepted or to be satisfied with,
      each
      document or other matter required thereunder to be consented to or approved
      by
      or acceptable or satisfactory to a Lender unless the Administrative Agent shall
      have received notice from such Lender prior to the proposed Closing Date
      specifying its objection thereto.

     

    4.02           Conditions
      to all Credit Extensions. The obligation of each Lender to honor any
      Request for Credit Extension (other than a Loan Notice requesting only a
      conversion of Loans to the other Type, or a continuation of Eurodollar Rate
      Loans) is subject to the following conditions precedent:

     

    (a)           The
      representations and warranties of the Borrower and each other Loan Party
      contained in Article V or any other Loan Document, or which are
      contained in any document furnished at any time under or in connection herewith
      or therewith, shall be true and correct on and as of the date of such Credit
      Extension, except to the extent that such representations and warranties
      specifically refer to an earlier date, in which case they shall be true and
      correct as of such earlier date, and except that for purposes of this
Section 4.02, the representations and warranties contained in
      subsections (a) and (b) of Section 5.05 shall be deemed to refer to
      the most recent statements furnished pursuant to clauses (a) and (b),
      respectively, of Section 6.01.

     

    (b)           No
      Default shall exist, or would result from such proposed Credit Extension or
      from
      the application of the proceeds thereof.

     

    (c)           The
      Administrative Agent and, if applicable, the L/C Issuer shall have received
      a
      Request for Credit Extension in accordance with the requirements
      hereof.

     

    Each
      Request for Credit Extension (other than a Loan Notice requesting only a
      conversion of Loans to the other Type or a continuation of Eurodollar Rate
      Loans) submitted by the Borrower shall be deemed to be a representation and
      warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable
      Credit
      Extension.

    


    
      
        
          
          

        

        
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    ARTICLE
      V.

    REPRESENTATIONS
      AND WARRANTIES

     

    The
      Borrower represents and warrants to the Administrative Agent and the Lenders
      that:

     

    5.01           Existence,
      Qualification and Power.  Each Loan Party and each
      Significant Subsidiary thereof (a) is duly organized or formed, validly existing
      and, as applicable, in good standing under the Laws of the jurisdiction of
      its
      incorporation or organization, (b) has all requisite power and authority and
      all
      requisite governmental licenses, authorizations, consents and approvals to
      (i)
      own or lease its assets and carry on its business and (ii) execute, deliver
      and
      perform its obligations under the Loan Documents to which it is a party, and
      (c)
      is duly qualified and is licensed and, as applicable, in good standing under
      the
      Laws of each jurisdiction where its ownership, lease or operation of properties
      or the conduct of its business requires such qualification or license; except
      in
      each case referred to in clause (b)(i), or (c), to the extent that failure
      to do
      so could not reasonably be expected to have a Material Adverse
      Effect.

     

    5.02           Authorization;
      No Contravention. The execution, delivery and performance by each Loan
      Party of each Loan Document to which such Person is party, have been duly
      authorized by all necessary corporate or other organizational action, and do
      not
      and will not (a) contravene the terms of any of such Person’s Organization
      Documents; (b) conflict with or result in any breach or contravention of, or
      the
      creation of any Lien under, or require any payment to be made under (i) any
      Contractual Obligation to which such Person is a party or affecting such Person
      or the properties of such Person or any of its Subsidiaries or (ii) any order,
      injunction, writ or decree of any Governmental Authority or any arbitral award
      to which such Person or its property is subject; or (c) violate any
      Law.

     

    5.03           Governmental
      Authorization; Other Consents. No approval, consent, exemption,
      authorization, or other action by, or notice to, or filing with, any
      Governmental Authority or any other Person is necessary or required in
      connection with the execution, delivery or performance by, or enforcement
      against, any Loan Party of this Agreement or any other Loan
      Document.

     

    5.04           Binding
      Effect. This Agreement has been, and each other Loan Document, when
      delivered hereunder, will have been, duly executed and delivered by each Loan
      Party that is party thereto. This Agreement constitutes, and each other Loan
      Document when so delivered will constitute, a legal, valid and binding
      obligation of such Loan Party, enforceable against each Loan Party that is
      party
      thereto in accordance with its terms.

     

    5.05           Financial
      Statements.

     

    (a)           The
      Audited Financial Statements (i) were prepared in accordance with GAAP
      consistently applied throughout the period covered thereby, except as otherwise
      expressly noted therein; (ii) fairly present the financial condition of the
      Borrower and its Subsidiaries as of the date thereof and their results of
      operations for the period covered thereby in accordance with GAAP consistently
      applied throughout the period covered thereby, except as otherwise expressly
      noted therein; and (iii) show all material indebtedness and other liabilities,
      direct or contingent, of the Borrower and its Subsidiaries as of the date
      thereof, including liabilities for taxes, material commitments and
      Indebtedness.

    


    
      
        
          
          

        

        
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    (b)           The
      unaudited consolidated and consolidating balance sheets of the Borrower and
      its
      Subsidiaries dated June 30, 2007, and the related consolidated and consolidating
      statements of income or operations, shareholders’ equity and cash flows for the
      fiscal quarter ended on that date (i) were prepared in accordance with GAAP
      consistently applied throughout the period covered thereby, except as otherwise
      expressly noted therein, and (ii) fairly present the financial condition of
      the
      Borrower and its Subsidiaries as of the date thereof and their results of
      operations for the period covered thereby, subject, in the case of clauses
      (i)
      and (ii), to the absence of footnotes and to normal year-end audit
      adjustments.  Schedule 5.05 sets forth all material
      indebtedness and other liabilities, direct or contingent, of the Borrower and
      its consolidated Subsidiaries as of the date of such financial statements,
      including liabilities for taxes, material commitments and
      Indebtedness.

     

    (c)           Since
      the date of the Audited Financial Statements, there has been no event or
      circumstance, either individually or in the aggregate, that has had or could
      reasonably be expected to have a Material Adverse Effect.

     

    (d)           The
      consolidating balance sheets of the Borrower and its Subsidiaries, as at August
      31, 2007, and the related consolidating statements of income and cash flows
      of
      the Borrower and its Subsidiaries for the 12 months then ended, copies of which
      have been furnished to the Lenders, fairly present the consolidating pro forma
      financial condition of the Borrower and its Subsidiaries as at such date and
      the
      consolidating results of operations of the Borrower and its Subsidiaries for
      the
      period ended on such date all in accordance with GAAP.

     

    (e)           The
      consolidated and consolidating forecasted balance sheet and statements of income
      and cash flows of the Borrower and its Subsidiaries delivered pursuant to
Section 6.01(c) were prepared in good faith on the basis of the
      assumptions stated therein, which assumptions were fair in light of the
      conditions existing at the time of delivery of such forecasts, and represented,
      at the time of delivery, the Borrower’s best estimate of its future financial
      condition and performance.

     

    5.06           Litigation.
      There are no actions, suits, proceedings, claims or disputes pending
      or, to the knowledge of the Borrower, threatened or contemplated, at law, in
      equity, in arbitration or before any Governmental Authority, by or against
      the
      Borrower or any of its Subsidiaries or against any of their properties or
      revenues that (a) purport to affect or pertain to this Agreement or any other
      Loan Document, or any of the transactions contemplated hereby, or (b) except
      as
      specifically disclosed in Schedule 5.06, either individually or in
      the aggregate, if determined adversely, could reasonably be expected to have
      a
      Material Adverse Effect, and there has been no material adverse change in the
      status, or financial effect on any Loan Party or any Subsidiary thereof, of
      the
      matters described on Schedule 5.06.

     

    5.07           No
      Default. Neither any Loan Party nor any Subsidiary thereof is in
      default under or with respect to any Contractual Obligation that could, either
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect. No Default has occurred and is continuing or would result from
      the consummation of the transactions contemplated by this Agreement or any
      other
      Loan Document.

    


    
      
        
          
          

        

        
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    5.08           Ownership
      of Property; Liens. Each of the Borrower and its Subsidiaries has good
      record and marketable title in fee simple to, or valid leasehold interests
      in,
      all real property necessary or used in the ordinary conduct of its business,
      except for such defects in title as could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. The property of the
      Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
      by Section 7.01.

     

    5.09           Environmental
      Compliance. The Borrower and its Subsidiaries conduct in the ordinary
      course of business a review of the effect of existing Environmental Laws and
      claims alleging potential liability or responsibility for violation of any
      Environmental Law on their respective businesses, operations and properties,
      and
      as a result thereof the Borrower has reasonably concluded that, except as
      specifically disclosed in Schedule 5.09, such Environmental Laws and
      claims could not, individually or in the aggregate, reasonably be expected
      to
      have a Material Adverse Effect.

     

    5.10           Insurance.
      The properties of the Borrower and its Subsidiaries are insured with
      financially sound and reputable insurance companies not Affiliates of the
      Borrower, in such amounts (after giving effect to any self-insurance compatible
      with the following standards)] with such deductibles and covering such risks
      as
      are customarily carried by companies engaged in similar businesses and owning
      similar properties in localities where the Borrower or the applicable Subsidiary
      operates.

     

    5.11           Taxes.
      The Borrower and its Subsidiaries have filed all Federal, state and
      other material tax returns and reports required to be filed, and have paid
      all
      Federal, state and other material taxes, assessments, fees and other
      governmental charges levied or imposed upon them or their properties, income
      or
      assets otherwise due and payable, except those which are being contested in
      good
      faith by appropriate proceedings diligently conducted and for which adequate
      reserves have been provided in accordance with GAAP. There is no proposed tax
      assessment against the Borrower or any Subsidiary that would, if made, have
      a
      Material Adverse Effect.

     

    5.12           ERISA
      Compliance.

     

    (a)           Each
      Plan is in compliance in all material respects with the applicable provisions
      of
      ERISA, the Code and other Federal or state Laws. Each Plan that is intended
      to
      qualify under Section 401(a) of the Code has received a favorable
      determination letter from the IRS or an application for such a letter is
      currently being processed by the IRS with respect thereto and, to the best
      knowledge of the Borrower, nothing has occurred which would prevent, or cause
      the loss of, such qualification. The Borrower and each ERISA Affiliate have
      made
      all required contributions to each Plan subject to Section 412 of the Code,
      and no application for a funding waiver or an extension of any amortization
      period pursuant to Section 412 of the Code has been made with respect to
      any Plan, except to the extent that any such contributions, applications for
      funding, waivers or extensions that have been made could not reasonably be
      expected to have a Material Adverse Effect.

    


    
      
        
          
          

        

        
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    (b)           There
      are no pending or, to the best knowledge of the Borrower, threatened claims,
      actions or lawsuits, or action by any Governmental Authority, with respect
      to
      any Plan that could reasonably be expected to have a Material Adverse Effect.
      There has been no prohibited transaction or violation of the fiduciary
      responsibility rules with respect to any Plan that has resulted or could
      reasonably be expected to result in a Material Adverse Effect.

     

    (c)           (i)
      No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
      Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any
      ERISA Affiliate has incurred, or reasonably expects to incur, any liability
      under Title IV of ERISA with respect to any Pension Plan (other than premiums
      due and not delinquent under Section 4007 of ERISA); (iv) neither the
      Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
      any liability (and no event has occurred which, with the giving of notice under
      Section 4219 of ERISA, would result in such liability) under
      Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
      neither the Borrower nor any ERISA Affiliate has engaged in a transaction that
      could be subject to Section 4069 or 4212(c) of ERISA.

     

    5.13           Subsidiaries;
      Equity Interests. As of the Closing Date, the Borrower has no
      Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such
      Subsidiaries are owned by a Loan Party in the amounts specified on Part (a)
      of
Schedule 5.13 free and clear of all Liens. The Borrower has no
      equity investments in any other corporation or entity other than those
      specifically disclosed in Part (b) of Schedule 5.13.

     

    5.14           Margin
      Regulations; Investment Company Act.

     

    (a)           The
      Borrower is not engaged and will not engage, principally or as one of its
      important activities, in the business of purchasing or carrying margin stock
      (within the meaning of Regulation U issued by the FRB), or extending credit
      for
      the purpose of purchasing or carrying margin stock.  Following the
      application of the proceeds of each Borrowing or drawing under each Letter
      of
      Credit, not more than 25% of the value of the assets (either of the Borrower
      only or of the Borrower and its Subsidiaries on a consolidated basis) will
      be
      margin stock.

     

    (b)           None
      of the Borrower, any Person Controlling the Borrower, or any Subsidiary is
      or is
      required to be registered as an “investment company” under the Investment
      Company Act of 1940.

     

    5.15           Disclosure.  The
      Borrower has disclosed to the Administrative Agent and the Lenders all
      agreements, instruments and corporate or other restrictions to which it or
      any
      of its Subsidiaries is subject, and all other matters known to it (other than
      general economic and market conditions), that, individually or in the aggregate,
      could reasonably be expected to result in a Material Adverse
      Effect.  No report, financial statement, certificate or other
      information furnished (whether in writing or orally) by or on behalf of any
      Loan
      Party to the Administrative Agent or any Lender in connection with the
      transactions contemplated hereby and the negotiation of this Agreement or
      delivered hereunder or under any other Loan Document (in each case, as modified
      or supplemented by other information so furnished) contains any material
      misstatement of fact or omits to state any material fact necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading; provided that, with respect to projected financial
      information, the Borrower represents only that such information was prepared
      in
      good faith based upon assumptions believed to be reasonable at the
      time.

    


    
      
        
          
          

        

        
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    5.16           Compliance
      with Laws. Each Loan Party and each Subsidiary thereof is in compliance
      in all material respects with the requirements of all Laws and all orders,
      writs, injunctions and decrees applicable to it or to its properties, except
      in
      such instances in which (a) such requirement of Law or order, writ, injunction
      or decree is being contested in good faith by appropriate proceedings diligently
      conducted or (b) the failure to comply therewith, either individually or in
      the
      aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

     

    5.17           Identification
      Number; Fiscal Periods. The Borrower’s true and correct U.S. taxpayer
      identification number is set forth on Schedule 10.02.  The
      Borrower’s fiscal quarters end on the last day of March, June, September and
      December of each year.

     

    5.18           Intellectual
      Property; Licenses, Etc. The Borrower and its Subsidiaries own, or
      possess the right to use, all of the trademarks, service marks, trade names,
      copyrights, patents, patent rights, franchises, licenses and other intellectual
      property rights (collectively, “IP Rights”) that are reasonably necessary
      for the operation of their respective businesses, without conflict with the
      rights of any other Person. To the best knowledge of the Borrower, no slogan
      or
      other advertising device, product, process, method, substance, part or other
      material now employed by the Borrower or any Subsidiary infringes upon any
      rights held by any other Person except where such infringement could not
      reasonably be expected to have a Material Adverse Effect.  Except as
      specifically disclosed in Schedule 5.18, no claim or litigation
      regarding any of the foregoing is pending or, to the best knowledge of the
      Borrower, threatened, which, either individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect.

     

    5.19           Security
      Documents.  The Administrative Agent has a perfected security
      interest in all Collateral, of first priority, subject only to such Liens as
      expressly permitted as prior Liens under the Security Documents.  All
      representations and warranties contained in the Security Documents are true
      and
      correct.

     

    5.20           MDL
      Documents.  All representations and warranties of the
      Borrower or its Subsidiaries, and, to the actual knowledge of Borrower’s
      Responsible Officers, of the Seller, contained in the MDL Acquisition Agreement,
      are true and correct.

     

    5.21           Solvency.  After
      giving effect to the Loans and transactions contemplated hereby, each Loan
      Party
      is Solvent.

     

    5.22           No
      Real Property Owned.  As of the Closing Date, neither the
      Borrower nor any of its Subsidiaries holds fee title in any real property,
      other
      than the real estate located at 3100 Oakmead Parkway, Sunnyvale,
      California.

     

    
      
        
          
          

        

        
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    ARTICLE
      VI.

    AFFIRMATIVE
      COVENANTS

     

    So
      long
      as any Lender shall have any Commitment hereunder, any Loan or other Obligation
      hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
      remain outstanding, the Borrower shall, and shall (except in the case of the
      covenants set forth in Sections 6.01, 6.02, and 6.03) cause
      each Subsidiary (or, in the case of Sections 6.04, 6.05(a) and
6.06, cause each Loan Party and each Significant Subsidiary)
      to:

     

    6.01           Financial
      Statements. Deliver to the Administrative Agent and each Lender, in
      form and detail satisfactory to the Administrative Agent and the Required
      Lenders:

     

    (a)           as
      soon as available, but in any event within 90 days after the end of each fiscal
      year of the Borrower, a consolidated and consolidating balance sheet of the
      Borrower and its Subsidiaries as at the end of such fiscal year, and the related
      consolidated and consolidating statements of income or operations, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in
      comparative form the figures for the previous fiscal year, all in reasonable
      detail and prepared in accordance with GAAP, such consolidated statements to
      be
      audited and accompanied by a report and opinion of a Registered Public
      Accounting Firm of nationally recognized standing reasonably acceptable to
      the
      Required Lenders, which report and opinion shall be prepared in accordance
      with
      generally accepted auditing standards and applicable Securities Laws and shall
      not be subject to any “going concern” or like qualification or exception or any
      qualification or exception as to the scope of such audit or with respect to
      the
      absence of any material misstatement;

     

    (b)           as
      soon as available, but in any event within 45 days after the end of each of
      the
      first three fiscal quarters of each fiscal year of the Borrower (commencing
      with
      the fiscal quarter ended September 30, 2007), a consolidated and consolidating
      balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal
      quarter, and the related consolidated and consolidating statements of income
      or
      operations, shareholders’ equity and cash flows for such fiscal quarter and for
      the portion of the Borrower’s fiscal year then ended, setting forth in each case
      in comparative form the figures for the corresponding fiscal quarter of the
      previous fiscal year and the corresponding portion of the previous fiscal year,
      all in reasonable detail, such consolidated statements to be certified by the
      chief executive officer, chief financial officer, treasurer or controller of
      the
      Borrower as fairly presenting the financial condition, results of operations,
      shareholders’ equity and cash flows of the Borrower and its Subsidiaries in
      accordance with GAAP, subject only to normal year-end audit adjustments and
      the
      absence of footnotes and such consolidating statements to be certified by the
      chief executive officer, chief financial officer, treasurer or controller of
      the
      Borrower to the effect that such statements are fairly stated in all material
      respects when considered in relation to the consolidated financial statements
      of
      the Borrower and its Subsidiaries; and

     

    (c)           as
      soon as available, but in any event at least 15 days before the end of each
      fiscal year of the Borrower, forecasts prepared by management of the Borrower,
      in form and detail satisfactory to the Administrative Agent, of consolidated
      balance sheets and statements of income or operations and cash flows of the
      Borrower and its Subsidiaries on a consolidated and consolidating basis for
      the
      immediately following fiscal year.

    


    
      
        
          
          

        

        
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    As
      to any
      information contained in materials furnished pursuant to
Section 6.02(d), the Borrower shall not be separately required to
      furnish such information under clause (a) or (b) above, but the foregoing shall
      not be in derogation of the obligation of the Borrower to furnish the
      information and materials described in clauses (a) and (b) above at the times
      specified therein.

     

    6.02           Certificates;
      Other Information. Deliver to the Administrative Agent and each Lender,
      in form and detail satisfactory to the Administrative Agent and the Required
      Lenders:

     

    (a)           concurrently
      with the delivery of the financial statements referred to in Sections
      6.01(a) and (b) (commencing with the delivery of the financial
      statements for the fiscal quarter ended September 30, 2007), a duly completed
      Compliance Certificate signed by the chief executive officer, chief financial
      officer, treasurer or controller of the Borrower;

     

    (b)           promptly
      after any request by the Administrative Agent or any Lender, copies of any
      detailed audit reports, management letters or recommendations submitted to
      the
      board of directors (or the audit committee of the board of directors) of the
      Borrower by independent accountants in connection with the accounts or books
      of
      the Borrower or any Subsidiary, or any audit of any of them;

     

    (c)           promptly
      after the same are available, copies of each annual report, proxy or financial
      statement or other report or communication sent to the stockholders of the
      Borrower, and copies of all annual, regular, periodic and special reports and
      registration statements which the Borrower may file or be required to file
      with
      the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
      and not otherwise required to be delivered to the Administrative Agent pursuant
      hereto;

     

    (d)           promptly,
      and in any event within five Business Days after receipt thereof by any Loan
      Party or any Subsidiary thereof, copies of each notice or other correspondence
      received from the SEC (or comparable agency in any applicable non-U.S.
      jurisdiction) concerning any investigation or possible investigation or other
      inquiry by such agency regarding financial or other operational results of
      any
      Loan Party or any Subsidiary thereof; and

     

    (e)           promptly,
      such additional information regarding the business, financial or corporate
      affairs of the Borrower, any Subsidiary or any MDL Group Company, or compliance
      with the terms of the Loan Documents, as the Administrative Agent or any Lender
      may from time to time reasonably request.

     

    Documents
      required to be delivered pursuant to Section 6.01(a) or (b)
      or Section 6.02(d) (to the extent any such documents are included in
      materials otherwise filed with the SEC) may be delivered electronically and
      if
      so delivered, shall be deemed to have been delivered on the date (i) on which
      the Borrower posts such documents, or provides a link thereto on the Borrower’s
      website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on the
      Borrower’s behalf on an Internet or intranet website, if any, to which each
      Lender and the Administrative Agent have access (whether a commercial,
      third-party website or whether sponsored by the Administrative Agent);
provided that: (i) the Borrower shall deliver paper copies of such
      documents to the Administrative Agent or any Lender that requests the Borrower
      to deliver such paper copies until a written request to cease delivering paper
      copies is given by the Administrative Agent or such Lender and (ii) the Borrower
      shall notify the Administrative Agent and each Lender (by telecopier or
      electronic mail) of the posting of any such documents and provide to the
      Administrative Agent by electronic mail electronic versions (i.e., soft
      copies) of such documents. Notwithstanding anything contained herein, in every
      instance the Borrower shall be required to provide paper copies of the
      Compliance Certificates required by Section 6.02(a) to the
      Administrative Agent. Except for such Compliance Certificates, the
      Administrative Agent shall have no obligation to request the delivery or to
      maintain copies of the documents referred to above, and in any event shall
      have
      no responsibility to monitor compliance by the Borrower with any such request
      for delivery, and each Lender shall be solely responsible for requesting
      delivery to it or maintaining its copies of such documents.

    


    
      
        
          
          

        

        
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    The
      Borrower hereby acknowledges that (a) the Administrative Agent will make
      available to the Lenders and the L/C Issuer materials and/or information
      provided by or on behalf of the Borrower hereunder (collectively, “Borrower
      Materials”) by posting the Borrower Materials on IntraLinks or another
      similar electronic system (the “Platform”) and (b) certain of the Lenders
      may be “public-side” Lenders (i.e., Lenders that do not wish to receive
      material non-public information with respect to the Borrower or its securities)
      (each, a “Public Lender”). The Borrower hereby agrees that so long as the
      Borrower is the issuer of any outstanding debt or equity securities that are
      registered or issued pursuant to a private offering or is actively contemplating
      issuing any such securities (w) all Borrower Materials that are to be made
      available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”
which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently
      on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the
      Borrower shall be deemed to have authorized the Administrative Agent, the L/C
      Issuer and the Lenders to treat such Borrower Materials as not containing any
      material non-public information with respect to the Borrower or its securities
      for purposes of United States Federal and state securities laws
      (provided, however, that to the extent such Borrower Materials
      constitute Information, they shall be treated as set forth in
Section 10.07); (y) all Borrower Materials marked “PUBLIC” are
      permitted to be made available through a portion of the Platform designated
      “Public Investor;” and (z) the Administrative Agent shall be entitled to
      treat any Borrower Materials that are not marked “PUBLIC” as being suitable only
      for posting on a portion of the Platform not designated “Public
      Investor.”

     

    6.03           Notices.
      Promptly notify the Administrative Agent and each Lender:

     

    (a)           of
      the occurrence of any Default;

     

    (b)           of
      any matter that has resulted or could reasonably be expected to result in a
      Material Adverse Effect, including (i) breach or non-performance of, or any
      default under, a Contractual Obligation of the Borrower or any Subsidiary;
      (ii)
      any dispute, litigation, investigation, proceeding or suspension between the
      Borrower or any Subsidiary and any Governmental Authority; or (iii) the
      commencement of, or any material development in, any litigation or proceeding
      affecting the Borrower or any Subsidiary, including pursuant to any applicable
      Environmental Laws;

     

    (c)           of
      the occurrence of any ERISA Event;

    


    
      
        
          
          

        

        
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    (d)           of
      any material change in accounting policies or financial reporting practices
      by
      the Borrower or any Subsidiary;

     

    (e)           of
      any amendment, modification or other change in respect of any material provision
      set forth in the MDL Acquisition Agreement; provided that the Borrower
      shall notify the Administrative Agent at least five Business Days prior to
      the
      consummation of any such amendment, modification or change which is material
      or
      could reasonably be expected to adversely affect the rights and interests of
      the
      Lenders.

     

    Each
      notice pursuant to this Section 6.03 shall be accompanied by a
      statement of a Responsible Officer of the Borrower setting forth details of
      the
      occurrence referred to therein and stating what action the Borrower has taken
      and proposes to take with respect thereto. Each notice pursuant to
Section 6.03(a) shall describe with particularity any and all
      provisions of this Agreement and any other Loan Document that have been
      breached.

     

    6.04           Payment
      of Obligations. Pay and discharge as the same shall become due and
      payable, all its obligations and liabilities, including (a) all tax liabilities,
      assessments and governmental charges or levies upon it or its properties or
      assets, unless the same are being contested in good faith by appropriate
      proceedings diligently conducted and adequate reserves in accordance with GAAP
      are being maintained by the Borrower or such Subsidiary; (b) all lawful claims
      which, if unpaid, would by law become a Lien upon its property; and (c) all
      Indebtedness, as and when due and payable, but subject to any subordination
      provisions contained in any instrument or agreement evidencing such
      Indebtedness.

     

    6.05           Preservation
      of Existence, Etc. (a) Preserve, renew and maintain in full force and
      effect its legal existence and good standing under the Laws of the jurisdiction
      of its organization except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to
      maintain all rights, privileges, permits, licenses and franchises necessary
      or
      desirable in the normal conduct of its business, except to the extent that
      failure to do so could not reasonably be expected to have a Material Adverse
      Effect; and (c) preserve or renew all of its registered patents, trademarks,
      trade names and service marks, the non-preservation of which could reasonably
      be
      expected to have a Material Adverse Effect.

     

    6.06           Maintenance
      of Properties. (a) Maintain, preserve and protect all of its material
      properties and equipment necessary in the operation of its business in good
      working order and condition, ordinary wear and tear excepted; (b) make all
      necessary repairs thereto and renewals and replacements thereof except where
      the
      failure to do so could not reasonably be expected to have a Material Adverse
      Effect; and (c) use the standard of care typical in the industry in the
      operation and maintenance of its facilities.

     

    6.07           Maintenance
      of Insurance. Maintain with financially sound and reputable insurance
      companies not Affiliates of the Borrower, insurance with respect to its
      properties and business against loss or damage of the kinds customarily insured
      against by Persons engaged in the same or similar business, of such types and
      in
      such amounts as are customarily carried under similar circumstances by such
      other Persons.

     

    
      
        
          
          

        

        
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    6.08           Compliance
      with Laws. Comply in all material respects with the requirements of all
      Laws and all orders, writs, injunctions and decrees applicable to it or to
      its
      business or property, except in such instances in which (a) such requirement
      of
      Law or order, writ, injunction or decree is being contested in good faith by
      appropriate proceedings diligently conducted; or (b) the failure to comply
      therewith could not reasonably be expected to have a Material Adverse
      Effect.

     

    6.09           Books
      and Records. (a) Maintain proper books of record and account, in which
      full, true and correct entries in conformity with GAAP consistently applied
      shall be made of all financial transactions and matters involving the assets
      and
      business of the Borrower or such Subsidiary, as the case may be; and (b)
      maintain such books of record and account in material conformity with all
      applicable requirements of any Governmental Authority having regulatory
      jurisdiction over the Borrower or such Subsidiary, as the case may
      be.

     

    6.10           Inspection
      Rights. Permit representatives and independent contractors of the
      Administrative Agent and each Lender to visit and inspect any of its properties,
      to examine its corporate, financial and operating records, and make copies
      thereof or abstracts therefrom, and to discuss its affairs, finances and
      accounts with its directors, officers, and independent public accountants,
      all
      at the expense of the Borrower and at such reasonable times during normal
      business hours and as often as may be reasonably desired, upon reasonable
      advance notice to the Borrower; provided, however, that when an
      Event of Default exists the Administrative Agent or any Lender (or any of their
      respective representatives or independent contractors) may do any of the
      foregoing at the expense of the Borrower at any time during normal business
      hours and without advance notice.

     

    6.11           Use
      of Proceeds.  Use the proceeds of the Credit Extensions for
      the consummation of the Permitted MDL Acquisition and for general corporate
      purposes not in contravention of any Law or of any Loan Document.

     

    6.12           Additional
      Guarantors; Security.  Notify the Administrative Agent at the
      time that any Person becomes a Domestic Subsidiary, and promptly thereafter
      (and
      in any event within 30 days after the date such Person becomes a Domestic
      Subsidiary), cause such Person to:

     

    (a)           become
      a Guarantor by executing and delivering to the Administrative Agent a
      counterpart of the Guaranty or such other document as the Administrative Agent
      shall deem appropriate for such purpose;

     

    (b)           execute
      and deliver to the Administrative Agent a Subsidiary Security Agreement and
      such
      Perfection Documents as the Administrative Agent shall reasonably require in
      order to subject all of the personal property of such Guarantor to perfected
      Liens in favor of the Administrative Agent, each of which Subsidiary Security
      Agreement and other Perfection Documents shall be in form and substance
      reasonably satisfactory to the Administrative Agent; and

     

    (c)           deliver
      to the Administrative Agent documents of the types referred to in
      clauses (iv), (v) and (vi) of Section 4.01(a), which
      documents shall be in form and substance satisfactory to the Administrative
      Agent.

     

    
      
        
          
          

        

        
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    6.13           Additional
      Collateral.  Notify the Administrative Agent at the time that
      the Borrower or any Domestic Subsidiary acquires any interest in owned real
      property having a fair market value in excess of $5,000,000 and, if requested
      by
      the Administrative Agent, promptly and in any event within 30 days of such
      acquisition, execute and deliver to the Administrative Agent such mortgage
      or
      deed of trust as the Administrative Agent may reasonably request to create
      a
      perfected Lien on such property in favor of the Administrative Agent, securing
      the Obligations, together with such certificates, opinions and title insurance
      documents as the Administrative Agent may reasonably request relating
      thereto.

     

    6.14           Further
      Assurances.  Defend, and cause each other Loan Party to
      defend, the Collateral against all claims and demands of all Persons at any
      time
      claiming the same or any interest therein.  The Borrower shall, and
      shall cause each other Loan Party to, comply with the requirements of all state
      and Federal laws in order to grant to the Lender valid and perfected first
      priority security interests in the Collateral, with perfection, in the case
      of
      any investment property or deposit account, being effected by giving the
      Administrative Agent control of such investment property or deposit account,
      rather than or in addition to by the filing of a UCC financing statement with
      respect to such investment property.  The Administrative Agent is
      hereby authorized by the Borrower to file any UCC financing statements covering
      the Collateral whether or not the Borrower’s signatures appear
      thereon.  The Borrower shall, and shall cause each other Loan Party
      to, do whatever the Administrative Agent may reasonably request, from time
      to
      time, to effect the purposes of this Agreement and the other Loan Documents,
      including filing notices of liens, UCC financing statements, fixture filings
      and
      amendments, renewals and continuations thereof; cooperating with the
      Administrative Agent’s representatives; keeping stock records; obtaining waivers
      from landlords and mortgagees and from warehousemen and their landlords and
      mortgages; and, paying claims which might, if unpaid, become a Lien on the
      Collateral.  Without limitation of the foregoing, the Borrower shall
      deliver, (x) no later than 60 days after the Closing Date, a fully-executed
      landlord consent and waiver in form reasonably satisfactory to the
      Administrative Agent, relating to the Borrower’s leased premises located in
      Sunnyvale, Santa Clara and San Ramon, California, and (y) no later than 30
      days
      after the Closing Date, a fully-executed control agreement relating to
      investment property maintained with State Street Bank satisfactory to the
      Administrative Agent.

     

    6.15           Depository
      Bank.  At all times from and after the Closing Date, cause
      Bank of America and its affiliates to be the primary depository bank for both
      U.S. and foreign (non-U.S.) deposit accounts maintained by the Borrower and
      its
      Subsidiaries.  To the extent Bank of America does not operate a branch
      or have an Affiliate accepting deposits in any foreign jurisdiction in which
      a
      Subsidiary is located, such Subsidiary shall maintain its accounts at a
      correspondent bank of Bank of America.

     

    ARTICLE
      VII.

    NEGATIVE
      COVENANTS

     

    So
      long
      as any Lender shall have any Commitment hereunder, any Loan or other Obligation
      hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
      remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary
      to, directly or indirectly:

    


    
      
        
          
          

        

        
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    7.01           Liens.
      Create, incur, assume or suffer to exist any Lien upon any of its
      property, assets or revenues, whether now owned or hereafter acquired, other
      than the following:

     

    (a)           Liens
      pursuant to any Loan Document;

     

    (b)           Liens
      existing on the date hereof and listed on Schedule 7.01 and any
      renewals or extensions thereof, provided that (i) the property covered
      thereby is not changed, (ii) the amount secured or benefited thereby is not
      increased except as contemplated by Section 7.03(b), (iii) the
      direct or any contingent obligor with respect thereto is not changed, and (iv)
      any renewal or extension of the obligations secured or benefited thereby is
      permitted by Section 7.03(b);

     

    (c)           Liens
      for taxes not yet due or which are being contested in good faith and by
      appropriate proceedings diligently conducted, if adequate reserves with respect
      thereto are maintained on the books of the applicable Person in accordance
      with
      GAAP;

     

    (d)           carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
      arising in the ordinary course of business which are not overdue for a period
      of
      more than 30 days or which are being contested in good faith and by appropriate
      proceedings diligently conducted, if adequate reserves with respect thereto
      are
      maintained on the books of the applicable Person;

     

    (e)           pledges
      or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
      other than any Lien imposed by ERISA;

     

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

     

    (g)           easements,
      rights-of-way, restrictions and other similar encumbrances affecting real
      property which, in the aggregate, are not substantial in amount, and which
      do
      not in any case materially detract from the value of the property subject
      thereto or materially interfere with the ordinary conduct of the business of
      the
      applicable Person;

     

    (h)           Liens
      securing judgments for the payment of money not constituting an Event of Default
      under Section 8.01(h);

     

    (i)           
      Liens securing Indebtedness permitted under Section 7.03(e);
provided that (i) such Liens do not at any time encumber any property
      other than the property financed by such Indebtedness and (ii) the Indebtedness
      secured thereby does not exceed the cost or fair market value, whichever is
      lower, of the property being acquired on the date of acquisition;

     

    (j)           
      licenses or sublicenses granted in the ordinary course of Borrower’s business
      and any interest or title of a licensor or under any license or
      sublicense;

     

    (k)           Liens
      existing on any real property or other specific tangible assets prior to the
      acquisition thereof by the Borrower or existing on any such property or asset
      of
      any Acquired Entity at the time such Person becomes a Subsidiary pursuant to
      an
      Acquisition, provided that (i) such Lien is not created in
      contemplation of such acquisition or Acquisition, as the case may be; (ii)
      such
      Lien shall not apply to any other property or assets of the Borrower or any
      other Subsidiary; and (iii) any such Lien does not by its terms secure any
      Indebtedness other than Indebtedness existing immediately prior to the time
      of
      such acquisition or Acquisition, as the case may be; and any replacements,
      renewals or extensions thereof, provided that (A), the property covered
      thereby is not changed, (B) the amount secured or benefited thereby is not
      increased except as contemplated by Section 7.02(c), (C) the direct or
      any contingent obligor with respect thereto is not changed,

    


    
      
        
          
          

        

        
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    (l)            
      Liens arising by virtue of any contractual, statutory or common law provision
      relating to banker's liens, rights of set-off or similar rights and remedies
      as
      to deposit accounts, other funds maintained with a creditor depository
      institution, or investment or securities accounts; provided that (i) such
      account is not a dedicated cash collateral account and is not subject to
      restrictions against access by the Borrower or the relevant Subsidiary in excess
      of those set forth by the regulations promulgated by the FRB, and (ii) such
      account is not intended by the Borrower or any of its Subsidiaries to provide
      collateral to the depository institution with respect to otherwise unrelated
      obligations of the Borrower or any such Subsidiary to such depositor
      institution;

     

    (m)           Liens
      on investment property (as defined in the UCC) arising under repurchase
      agreements, reverse repurchase agreements or securities lending entered into
      in
      the ordinary course of business;

     

    (n)           
      Liens arising from leases or subleases granted to others in the ordinary course
      of business which do not (i) interfere in any material respect with the business
      of any Loan Party or Significant Subsidiary or (ii) secure any
      Indebtedness;

     

    (o)           
      any interest or title of a lessor in the property (and the proceeds, accession
      or products thereof) subject to any operating lease, and Liens arising from
      UCC
      financing statements (or equivalent filings, registrations or agreements in
      foreign jurisdictions) relating to operating leases;

     

    (p)           
      Liens of sellers of goods arising under Article 2 of the Uniform Commercial
      Code
      or similar provisions of applicable law in the ordinary course of business,
      covering only the goods sold and securing only the unpaid purchase price for
      such goods and related expenses;

     

    (q)           
      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;

     

    (r)            
      Liens solely on deposits, advances, contractual payments, including
      implementation allowances or escrows to or with landlords, customers or clients
      or in connection with insurance arrangement in the ordinary course of business;
      and

    


    
      
        
          
          

        

        
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    (s)           Liens
      encumbering property or assets under construction (and proceeds or products
      thereof) arising from progress or partial payments by a customer of the Borrower
      or its Subsidiaries relating to such property or assets.

     

    7.02           Investments.
      Make any Investments, except:

     

    (a)           Investments
      held by the Borrower or such Subsidiary in the form of cash equivalents or
      short-term marketable debt securities;

     

    (b)           advances
      to officers, directors and employees of the Borrower and Subsidiaries in an
      aggregate amount not to exceed $500,000 at any time outstanding, for travel,
      entertainment, relocation and analogous ordinary business purposes;

     

    (c)           Investments,
      other than for purposes of consummating an Acquisition, (i) of the Borrower
      in any wholly-owned Domestic Subsidiary and (ii) of any wholly-owned
      Subsidiary in the Borrower or in a wholly-owned Domestic
      Subsidiary;

     

    (d)           Investments
      consisting of extensions of credit in the nature of accounts receivable or
      notes
      receivable arising from the grant of trade credit in the ordinary course of
      business, and Investments received in satisfaction or partial satisfaction
      thereof from financially troubled account debtors to the extent reasonably
      necessary in order to prevent or limit loss;

     

    (e)           Guarantees
      permitted by Section 7.03;

     

    (f)           the
      Permitted MDL Acquisition;

     

    (g)           Acquisitions
      (other than the MDL Acquisition) by the Borrower or any of its wholly-owned
      Subsidiaries, provided that (A) the Acquired Entity related to any such
      Acquisition is not engaged in any material lines of business substantially
      different from those lines of business conducted by the Borrower and its
      Subsidiaries on the date such Acquisition is consummated; (B) the Borrower
      shall
      cause all Acquired Entities to comply with Section 6.12 and
6.13 (if applicable); (C) no Default would result from the consummation
      of such Acquisition; (D) prior to the commencement of any such Acquisition,
      or
      attempted Acquisition, the board of directors or other governing body of the
      Person being acquired shall have approved the terms of the Acquisition; (E)
      on
      or before 15 days prior to the consummation of any such Acquisition, the
      Borrower shall have delivered to the Administrative Agent and the Lenders a
      completed Compliance Certificate (in form and substance satisfactory to the
      Administrative Agent) giving effect to such Acquisition and showing compliance
      with Section 7.11 on a pro forma basis; and (F) the
      Borrower has provided to the Administrative Agent and the Lenders such financial
      and other information regarding the prospective Acquired Entity, including
      historical financial statements and a description of such Person, as the
      Administrative Agent or the Required Lenders shall reasonably
      request;

     

    (h)           Investments
      in Foreign Subsidiaries to the extent permitted under
Section 7.12;

    


    
      
        
          
          

        

        
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    (i)            
      joint ventures or strategic alliances, in either case not constituting
      Acquisitions and entered into in the ordinary course of Borrower’s business;
      and

     

    (j)            
      other Investments, other than for purposes of consummating an Acquisition,
      not
      exceeding $15,000,000 in the aggregate in any fiscal year of the
      Borrower.

     

    7.03           Indebtedness.
      Create, incur, assume or suffer to exist any Indebtedness,
      except:

     

    (a)           Indebtedness
      under the Loan Documents;

     

    (b)           Indebtedness
      outstanding on the date hereof and listed on Schedule 7.03 and any
      refinancings, refundings, renewals or extensions thereof; provided that
      (i) the amount of such Indebtedness is not increased at the time of such
      refinancing, refunding, renewal or extension except by an amount equal to a
      reasonable premium or other reasonable amount paid, and fees and expenses
      reasonably incurred, in connection with such refinancing and by an amount equal
      to any existing commitments unutilized thereunder and (ii) the terms relating
      to
      principal amount, amortization, maturity, collateral (if any) and subordination
      (if any), and other material terms taken as a whole, of any such refinancing,
      refunding, renewing or extending Indebtedness, and of any agreement entered
      into
      and of any instrument issued in connection therewith, are no less favorable
      in
      any material respect to the Loan Parties or the Lenders than the terms of any
      agreement or instrument governing the Indebtedness being refinanced, refunded,
      renewed or extended and the interest rate applicable to any such refinancing,
      refunding, renewing or extending Indebtedness does not exceed the then
      applicable market interest rate;

     

    (c)           Guarantees
      of the Borrower in respect of Indebtedness otherwise permitted hereunder of
      the
      Borrower or any wholly-owned Subsidiary;

     

    (d)           obligations
      (contingent or otherwise) of the Borrower or any Subsidiary existing or arising
      under any Swap Contract, provided that (i) such obligations are (or were)
      entered into by such Person in the ordinary course of business for the purpose
      of directly mitigating risks associated with liabilities, commitments,
      investments, assets, or property held or reasonably anticipated by such Person,
      or changes in the value of securities issued by such Person, and not for
      purposes of speculation or taking a “market view;” and (ii) such Swap Contract
      does not contain any provision exonerating the non-defaulting party from its
      obligation to make payments on outstanding transactions to the defaulting
      party;

     

    (e)           Indebtedness
      in respect of capital leases, Synthetic Lease Obligations and purchase money
      obligations for fixed or capital assets within the limitations set forth in
      Section 7.01(i); provided,
however, that the aggregate amount
      of all such Indebtedness at any one
      time outstanding shall not exceed $15,000,000; and

     

    (f)           
      unsecured Indebtedness in an aggregate principal amount not to exceed
      $10,000,000 at any time outstanding.

     

    7.04           Fundamental
      Changes. Merge, dissolve, liquidate, consolidate with or into another
      Person, or 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 or in favor of any Person, except that, so long as no
      Default exists or would result therefrom:

    


    
      
        
          
          

        

        
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    (a)           the
      Borrower may merge with any other Person pursuant to a transaction otherwise
      permitted hereunder, provided the Borrower is the continuing or surviving
      Person;

     

    (b)           any
      Subsidiary may merge with (i) the Borrower, provided that the Borrower
      shall be the continuing or surviving Person, or (ii) any other Person pursuant
      to a transaction otherwise permitted hereunder, provided if such Subsidiary
      is a
      Guarantor, such Subsidiary shall be the continuing or surviving
      Person;

     

    (c)           any
      Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
      liquidation or otherwise) to the Borrower or to another Subsidiary, to the
      extent otherwise permitted hereunder; and

     

    (d)           any
      Subsidiary that is not a Loan Party or a Significant Subsidiary may dissolve
      or
      dispose of all or substantially all of its assets as long as such disposition
      or
      dissolution would not have a Material Adverse Effect.

     

    7.05           Dispositions.
      Make any Disposition or enter into any agreement to make any
      Disposition, except:

     

    (a)           Dispositions
      of obsolete or worn out property, whether now owned or hereafter acquired,
      in
      the ordinary course of business;

     

    (b)           Dispositions
      of inventory in the ordinary course of business;

     

    (c)           Dispositions
      of equipment or real property to the extent that (i) such property is exchanged
      for credit against the purchase price of similar replacement property,
      (ii) the proceeds of such Disposition are reasonably promptly applied to
      the purchase price of such replacement property, and (iii) the Borrower
      reasonably determines that neither such equipment or real property nor any
      replacement is necessary or useful for the operation of the business of the
      disposing party;

     

    (d)           Dispositions
      of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary;
      provided that if the transferor of such property is a Guarantor, the
      transferee thereof must either be the Borrower or a Guarantor;

     

    (e)           Dispositions
      permitted by Section 7.04;

     

    (f)           non-exclusive
      licenses or exclusive licenses as to field of use, of IP Rights in the ordinary
      course of business and substantially consistent with past practice;
      and

     

    (g)           Dispositions
      by the Borrower and its Subsidiaries not otherwise permitted under this
Section 7.05; provided that (i) at the time of such
      Disposition, no Default shall exist or would result from such Disposition and
      (ii) the aggregate book value of all property Disposed of in reliance on this
      clause (h) in any fiscal year shall not exceed $10,000,000; provided,
however, that any Disposition pursuant to clauses (a)
      through (g) shall be for fair market value.

    


    
      
        
          
          

        

        
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    7.06           Restricted
      Payments. Declare or make, directly or indirectly, any Restricted
      Payment, or incur any obligation (contingent or otherwise) to do so, except
      that, so long as no Default shall have occurred and be continuing at the time
      of
      any action described below or would result therefrom:

     

    (a)           each
      Subsidiary may make Restricted Payments to the Borrower, the Guarantors and
      any
      other Person that owns an Equity Interest in such Subsidiary, ratably according
      to their respective holdings of the type of Equity Interest in respect of which
      such Restricted Payment is being made;

     

    (b)           the
      Borrower and each Subsidiary may declare and make dividend payments or other
      distributions payable solely in the common stock or other common Equity
      Interests of such Person;

     

    (c)           the
      Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
      Interests issued by it with the proceeds received from the substantially
      concurrent issue of new shares of its common stock or other common Equity
      Interests; and

     

    (d)           the
      Borrower may purchase, redeem or otherwise acquire for cash Equity Interests
      issued by it, provided (i) the aggregate amount of consideration for
      all such items together paid after the Closing Date does not exceed $10,000,000
      and (ii) both before and after giving effect to each such transaction, the
      Borrower shall be in compliance with Section 7.11 on a
proforma basis.

     

    7.07           Change
      in Nature of Business. Engage in any material line of business
      substantially different from those lines of business conducted by the Borrower
      and its Subsidiaries on the date hereof or any business substantially related
      or
      incidental thereto.

     

    7.08           Transactions
      with Affiliates. Enter into any transaction of any kind with any
      Affiliate of the Borrower, whether or not in the ordinary course of business,
      other than on fair and reasonable terms substantially as favorable to the
      Borrower or such Subsidiary as would be obtainable by the Borrower or such
      Subsidiary at the time in a comparable arm’s length transaction with a Person
      other than an Affiliate.

     

    7.09           Burdensome
      Agreements. Enter into any Contractual Obligation (other than this
      Agreement or any other Loan Document) that

     

    (a)           limits
      the ability (i) of any Subsidiary to make Restricted Payments to the Borrower
      or
      any Guarantor or to otherwise transfer property to the Borrower or any
      Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower
      or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer
      to
      exist Liens on property of such Person;

     

    provided,
      however, that this clause (iii) shall not prohibit any negative pledge
      incurred or provided in favor of any holder of Indebtedness permitted under
      Section 7.03(e) solely to the extent any such negative pledge relates
      to the property financed by or the subject of such Indebtedness; or

    


    
      
        
          
          

        

        
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    (b)           requires
      the grant of a Lien to secure an obligation of such Person if a Lien is granted
      to secure another obligation of such Person.

     

    provided
      that the foregoing
      clauses (a) and (b) shall not apply to Contractual Obligations
      which:

    


    (i)           are
      binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary
      pursuant to an Acquisition, so long as such Contractual Obligations were not
      entered into in contemplation of such Person becoming a Subsidiary;

     

    (ii)          are
      customary provisions in joint venture agreements and other similar agreements
      applicable to joint ventures and applicable solely to the property and
      distributions of such joint venture;

     

    (iii)         are
      customary restrictions and conditions contained in agreements relating to the
      sale of a Subsidiary otherwise permitted hereunder or any assets pending such
      sale to the extent that such restrictions and conditions apply only to the
      Subsidiary or assets that is or are to be sold;

     

    (iv)         are
      restrictions existing on the date of this Agreement contained in agreements
      and
      arrangements set forth on Schedule 7.09, (including any amendments or
      replacements of such agreements or arrangements that are not more restrictive
      as
      to the Borrower or its Subsidiaries);

     

    (v)         
      are customary restrictions on leases, subleases, licenses or asset sale
      agreements otherwise permitted hereby so long as such restrictions relate solely
      to the assets subject thereto;

     

    (vi)         are
      restrictions contained in customary arrangements or agreements with Governmental
      Authorities or adopted to comply with any rule, directive or interpretation
      of
      any Governmental Authority, including restrictions imposed under a license
      or
      authorization issued or granted by regulatory, statutory or governmental bodies
      relating to capital compliance or net worth plus a reasonable margin above
      such
      minimum;

     

    (vii)        are
      customary provisions restricting subletting or assignment of any lease governing
      a leasehold interest of the Borrower or any Subsidiary; or

     

    (viii)       are
      customary restrictions imposed on the transfer of copyrighted or patented
      materials or other intellectual property and customary provisions in agreements
      that restrict the assignment of such agreements or any rights
      thereunder.

     

    7.10           Use
      of Proceeds. Use the proceeds of any Credit Extension, whether directly
      or indirectly, and whether immediately, incidentally or ultimately, to purchase
      or carry margin stock (within the meaning of Regulation U of the FRB) or to
      extend credit to others for the purpose of purchasing or carrying margin stock
      or to refund indebtedness originally incurred for such purpose.

    


    
      
        
          
          

        

        
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    7.11           Financial
      Covenants.

     

    (a)           Consolidated
      Net Worth.  Permit Consolidated Net Worth as of the end of any
      fiscal quarter of the Borrower to be less than the sum of (i) $200,000,000,
      plus (ii) an amount equal to the CNW Ratchet Amount minus (iii) an
      amount equal to 100% of non-recurring expenses relating to the MDL Acquisition,
      including restructuring, severance, intangibles and in-process research and
      development writedowns, in an aggregate amount not to exceed
      $60,000,000.

     

    (b)           Consolidated
      Interest Coverage Ratio.  Permit the Consolidated Interest
      Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less
      than 3.00 to 1.00.

     

    (c)           Consolidated
      Leverage Ratio.  Permit the Consolidated Leverage Ratio at any
      time during any period of four fiscal quarters of the Borrower set forth below
      to be greater than the ratio set forth below opposite such period:

     

    
      	
              
                Four
                  Fiscal Quarters Ending

              

            	 	
              
                Maximum

                Consolidated
                  Leverage Ratio

              

            
	
              September
                30, 2007 through September 30, 2008

            	 	
              2.50

            
	 	 	 
	
              Thereafter

            	 	
              2.25

            


    

    


    7.12           Domestic
      Assets.  Permit at any time the aggregate book value of the
      assets of the Borrower together with its Domestic Subsidiaries (other than
      in
      each case Equity Interests issued by Subsidiaries and inter-company debt) to
      be
      less than 80% of total consolidated assets of the Borrower and its
      Subsidiaries.

     

    ARTICLE
      VIII.

    EVENTS
      OF DEFAULT AND REMEDIES

     

    8.01           Events
      of Default. Any of the following shall constitute an Event of
      Default:

     

    (a)           Non-Payment.
      The Borrower or any other Loan Party fails to pay (i) when and as required
      to be
      paid herein, any amount of principal of any Loan or any L/C Obligation, or
      (ii)
      within three days after the same becomes due, any interest on any Loan or on
      any
      L/C Obligation, or any fee due hereunder, or (iii) within five days after the
      same becomes due, any other amount payable hereunder or under any other Loan
      Document; or

     

    (b)           Specific
      Covenants. The Borrower fails to perform or observe any term, covenant or
      agreement contained in any of Section 6.01, 6.02(a),
6.03(a), 6.05, 6.10, 6.11, 6.12, or
6.13 or Article VII; or

    


    
      
        
          
          

        

        
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    (c)           Other
      Defaults. Any Loan Party fails to perform or observe any other covenant or
      agreement (not specified in subsection (a) or (b) above) contained in any
      Loan Document on its part to be performed or observed and such failure continues
      for 30 days; or

     

    (d)           Representations
      and Warranties. Any representation, warranty, certification or statement of
      fact made or deemed made by or on behalf of the Borrower or any other Loan
      Party
      herein, in any other Loan Document, or in any document delivered in connection
      herewith or therewith shall be incorrect or misleading in any material respect
      when made or deemed made; or

     

    (e)           Cross-Default.
      (i) The Borrower or any Subsidiary (A) fails to make any payment when due
      (whether by scheduled maturity, required prepayment, acceleration, demand,
      or
      otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness
      hereunder and Indebtedness under Swap Contracts) having an aggregate principal
      amount (including undrawn committed or available amounts and including amounts
      owing to all creditors under any combined or syndicated credit arrangement)
      of
      more than the Threshold Amount, or (B) fails to observe or perform any other
      agreement or condition relating to any such Indebtedness or Guarantee or
      contained in any instrument or agreement evidencing, securing or relating
      thereto, or any other event occurs, the effect of which default or other event
      is to cause, or to permit the holder or holders of such Indebtedness or the
      beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf
      of such holder or holders or beneficiary or beneficiaries) to cause, with the
      giving of notice if required, such Indebtedness to be demanded or to become
      due
      or to be repurchased, prepaid, defeased or redeemed (automatically or
      otherwise), or an offer to repurchase, prepay, defease or redeem such
      Indebtedness to be made, prior to its stated maturity, or such Guarantee to
      become payable or cash collateral in respect thereof to be demanded; or (ii)
      there occurs under any Swap Contract an Early Termination Date (as defined
      in
      such Swap Contract) resulting from (A) any event of default under such Swap
      Contract as to which the Borrower or any Subsidiary is the Defaulting Party
      (as
      defined in such Swap Contract) or (B) any Termination Event (as so defined)
      under such Swap Contract as to which the Borrower or any Subsidiary is an
      Affected Party (as so defined) and, in either event, the Swap Termination Value
      owed by the Borrower or such Subsidiary as a result thereof is greater than
      the
      Threshold Amount; or

     

    (f)           Insolvency
      Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or
      consents to the institution of any proceeding under any Debtor Relief Law,
      or
      makes an assignment for the benefit of creditors; or applies for or consents
      to
      the appointment of any receiver, trustee, custodian, conservator, liquidator,
      rehabilitator or similar officer for it or for all or any material part of
      its
      property; or any receiver, trustee, custodian, conservator, liquidator,
      rehabilitator or similar officer is appointed without the application or consent
      of such Person and the appointment continues undischarged or unstayed for 60
      calendar days; or any proceeding under any Debtor Relief Law relating to any
      such Person or to all or any material part of its property is instituted without
      the consent of such Person and continues undismissed or unstayed for 60 calendar
      days, or an order for relief is entered in any such proceeding; or

     

    (g)           Inability
      to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable
      or admits in writing its inability or fails generally to pay its debts as they
      become due, or (ii) any writ or warrant of attachment or execution or similar
      process is issued or levied against all or any material part of the property
      of
      any such Person and is not released, vacated or fully bonded within 20 days
      after its issue or levy; or

    


    
      
        
          
          

        

        
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    (h)           Judgments.
      There is entered against the Borrower or any Subsidiary (i) one or more final
      judgments or orders for the payment of money in an aggregate amount (as to
      all
      such judgments or orders) exceeding the Threshold Amount (to the extent not
      covered by independent third-party insurance as to which the insurer does not
      dispute coverage), or (ii) any one or more non-monetary final judgments that
      have, or could reasonably be expected to have, individually or in the aggregate,
      a Material Adverse Effect and, in either case, (A) enforcement proceedings
      are
      commenced by any creditor upon such judgment or order, or (B) there is a period
      of 10 consecutive days during which a stay of enforcement of such judgment,
      by
      reason of a pending appeal or otherwise, is not in effect; or

     

    (i)           ERISA.
      (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan
      which has resulted or could reasonably be expected to result in liability of
      the
      Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
      the
      PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
      Borrower or any ERISA Affiliate fails to pay when due, after the expiration
      of
      any applicable grace period, any installment payment with respect to its
      withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
      in an aggregate amount in excess of the Threshold Amount; or

     

    (j)           Invalidity
      of Loan Documents. Any Loan Document, at any time after its execution and
      delivery and for any reason other than as expressly permitted hereunder or
      thereunder or satisfaction in full of all the Obligations, ceases to be in
      full
      force and effect; or any Loan Party or any other Person contests in any manner
      the validity or enforceability of any Loan Document; or any Loan Party denies
      that it has any or further liability or obligation under any Loan Document,
      or
      purports to revoke, terminate or rescind any Loan Document; or

     

    (k)           Change
      of Control. There occurs any Change of Control; or

     

    (l)           Material
      Adverse Effect.  There occurs any Material Adverse
      Effect.

     

    8.02           Remedies
      Upon Event of Default. If any Event of Default occurs and is
      continuing, the Administrative Agent shall, at the request of, or may, with
      the
      consent of, the Required Lenders, take any or all of the following
      actions:

     

    (a)           declare
      the commitment of each Lender to make Loans and any obligation of the L/C Issuer
      to make L/C Credit Extensions to be terminated, whereupon such commitments
      and
      obligation shall be terminated;

     

    (b)           declare
      the unpaid principal amount of all outstanding Loans, all interest accrued
      and
      unpaid thereon, and all other amounts owing or payable hereunder or under any
      other Loan Document to be immediately due and payable, without presentment,
      demand, protest or other notice of any kind, all of which are hereby expressly
      waived by the Borrower;

     

    (c)           require
      that the Borrower Cash Collateralize the L/C Obligations (in an amount equal
      to
      the then Outstanding Amount thereof); and

    


    
      
        
          
          

        

        
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    (d)           exercise
      on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
      available to it, the Lenders and the L/C Issuer under the Loan
      Documents;

     

    provided,
      however, that upon the occurrence of an actual or deemed entry of an
      order for relief with respect to the Borrower under the Bankruptcy Code of
      the
      United States, the obligation of each Lender to make Loans and any obligation
      of
      the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
      the
      unpaid principal amount of all outstanding Loans and all interest and other
      amounts as aforesaid shall automatically become due and payable, and the
      obligation of the Borrower to Cash Collateralize the L/C Obligations as
      aforesaid shall automatically become effective, in each case without further
      act
      of the Administrative Agent or any Lender.

     

    8.03           Application
      of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become
      immediately due and payable and the L/C Obligations have automatically been
      required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations
      shall be applied by the Administrative Agent in the following
      order:

     

    First,
      to payment of that portion of the Obligations constituting fees, indemnities,
      expenses and other amounts (including fees, charges and disbursements of counsel
      to the Administrative Agent and amounts payable under Article III)
      payable to the Administrative Agent in its capacity as such;

     

    Second,
      to payment of that portion of the Obligations constituting fees, indemnities
      and
      other amounts (other than principal, interest and Letter of Credit Fees) payable
      to the Lenders and the L/C Issuer (including fees, charges and disbursements
      of
      counsel to the respective Lenders and the L/C Issuer (including fees and time
      charges for attorneys who may be employees of any Lender or the L/C Issuer)
      and
      amounts payable under Article III), ratably among them in proportion
      to the respective amounts described in this clause Second payable to
      them;

     

    Third,
      to payment of that portion of the Obligations constituting accrued and unpaid
      Letter of Credit Fees and interest on the Loans, L/C Borrowings and other
      Obligations, ratably among the Lenders and the L/C Issuer in proportion to
      the
      respective amounts described in this clause Third payable to
      them;

     

    Fourth,
      to payment of that portion of the Obligations constituting unpaid principal
      of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer
      in
      proportion to the respective amounts described in this clause Fourth held
      by them;

     

    Fifth,
      to the Administrative Agent for the account of the L/C Issuer, to Cash
      Collateralize that portion of L/C Obligations comprised of the aggregate undrawn
      amount of Letters of Credit; and

     

    Last,
      the balance, if any, after all of the Obligations have been indefeasibly paid
      in
      full, to the Borrower or as otherwise required by Law.

    


    
      
        
          
          

        

        
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    Subject
      to Section 2.03(c), amounts used to Cash Collateralize the aggregate
      undrawn amount of Letters of Credit pursuant to clause Fifth above shall
      be applied to satisfy drawings under such Letters of Credit as they occur.
      If
      any amount remains on deposit as Cash Collateral after all Letters of Credit
      have either been fully drawn or expired, such remaining amount shall be applied
      to the other Obligations, if any, in the order set forth above.

     

    ARTICLE
      IX.

    ADMINISTRATIVE
      AGENT

     

    9.01           Appointment
      and Authority. Each of the Lenders and the L/C Issuer hereby
      irrevocably appoints Bank of America to act on its behalf as the Administrative
      Agent hereunder and under the other Loan Documents and authorizes the
      Administrative Agent to take such actions on its behalf and to exercise such
      powers as are delegated to the Administrative Agent by the terms hereof or
      thereof, together with such actions and powers as are reasonably incidental
      thereto. The provisions of this Article are solely for the benefit of the
      Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall
      not
      have rights as a third party beneficiary of any of such provisions.

     

    9.02           Rights
      as a Lender. The Person serving as the Administrative Agent hereunder
      shall have the same rights and powers in its capacity as a Lender as any other
      Lender and may exercise the same as though it were not the Administrative Agent
      and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
      or unless the context otherwise requires, include the Person serving as the
      Administrative Agent hereunder in its individual capacity. Such Person and
      its
      Affiliates may accept deposits from, lend money to, act as the financial advisor
      or in any other advisory capacity for and generally engage in any kind of
      business with the Borrower or any Subsidiary or other Affiliate thereof as
      if
      such Person were not the Administrative Agent hereunder and without any duty
      to
      account therefor to the Lenders.

     

    9.03           Exculpatory
      Provisions. The Administrative Agent shall not have any duties or
      obligations except those expressly set forth herein and in the other Loan
      Documents. Without limiting the generality of the foregoing, the Administrative
      Agent:

     

    (a)           shall
      not be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default has occurred and is continuing;

     

    (b)           shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that the Administrative Agent is required to
      exercise as directed in writing by the Required Lenders (or such other number
      or
      percentage of the Lenders as shall be expressly provided for herein or in the
      other Loan Documents), provided that the Administrative Agent shall not
      be required to take any action that, in its opinion or the opinion of its
      counsel, may expose the Administrative Agent to liability or that is contrary
      to
      any Loan Document or applicable law; and

     

    (c)           shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to the Borrower or any of its Affiliates that is
      communicated to or obtained by the Person serving as the Administrative Agent
      or
      any of its Affiliates in any capacity.

    


    
      
        
          
          

        

        
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    The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      (i) with the consent or at the request of the Required Lenders (or such other
      number or percentage of the Lenders as shall be necessary, or as the
      Administrative Agent shall believe in good faith shall be necessary, under
      the
      circumstances as provided in Sections 10.01 and 8.02) or (ii)
      in the absence of its own gross negligence or willful misconduct. The
      Administrative Agent shall be deemed not to have knowledge of any Default unless
      and until notice describing such Default is given to the Administrative Agent
      by
      the Borrower, a Lender or the L/C Issuer.

     

    The
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with this Agreement or any other Loan Document, (ii) the contents
      of
      any certificate, report or other document delivered hereunder or thereunder
      or
      in connection herewith or therewith, (iii) the performance or observance of
      any
      of the covenants, agreements or other terms or conditions set forth herein
      or
      therein or the occurrence of any Default, (iv) the validity, enforceability,
      effectiveness or genuineness of this Agreement, any other Loan Document or
      any
      other agreement, instrument or document or (v) the satisfaction of any condition
      set forth in Article IV or elsewhere herein, other than to confirm
      receipt of items expressly required to be delivered to the Administrative
      Agent.

     

    9.04           Reliance
      by Administrative Agent. The Administrative Agent shall be entitled to
      rely upon, and shall not incur any liability for relying upon, any notice,
      request, certificate, consent, statement, instrument, document or other writing
      (including any electronic message, Internet or intranet website posting or
      other
      distribution) believed by it to be genuine and to have been signed, sent or
      otherwise authenticated by the proper Person. The Administrative Agent also
      may
      rely upon any statement made to it orally or by telephone and believed by it
      to
      have been made by the proper Person, and shall not incur any liability for
      relying thereon. In determining compliance with any condition hereunder to
      the
      making of a Loan, or the issuance of a Letter of Credit, that by its terms
      must
      be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
      Administrative Agent may presume that such condition is satisfactory to such
      Lender or the L/C Issuer unless the Administrative Agent shall have received
      notice to the contrary from such Lender or the L/C Issuer prior to the making
      of
      such Loan or the issuance of such Letter of Credit. The Administrative Agent
      may
      consult with legal counsel (who may be counsel for the Borrower), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    9.05           Delegation
      of Duties. The Administrative Agent may perform any and all of its
      duties and exercise its rights and powers hereunder or under any other Loan
      Document by or through any one or more sub agents appointed by the
      Administrative Agent. The Administrative Agent and any such sub agent may
      perform any and all of its duties and exercise its rights and powers by or
      through their respective Related Parties. The exculpatory provisions of this
      Article shall apply to any such sub agent and to the Related Parties of the
      Administrative Agent and any such sub agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent.

    


    
      
        
          
          

        

        
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    9.06           Resignation
      of Administrative Agent. The Administrative Agent may at any time give
      notice of its resignation to the Lenders, the L/C Issuer and the Borrower.
      Upon
      receipt of any such notice of resignation, the Required Lenders shall have
      the
      right, in consultation with the Borrower, to appoint a successor, which shall
      be
      a bank with an office in the United States, or an Affiliate of any such bank
      with an office in the United States. If no such successor shall have been so
      appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation, then the retiring Administrative Agent may on behalf of the Lenders
      and the L/C Issuer, appoint a successor Administrative Agent meeting the
      qualifications set forth above; provided that if the Administrative Agent
      shall notify the Borrower and the Lenders that no qualifying Person has accepted
      such appointment, then such resignation shall nonetheless become effective
      in
      accordance with such notice and (1) the retiring Administrative Agent shall
      be
      discharged from its duties and obligations hereunder and under the other Loan
      Documents (except that in the case of any collateral security held by the
      Administrative Agent on behalf of the Lenders or the L/C Issuer under any of
      the
      Loan Documents, the retiring Administrative Agent shall continue to hold such
      collateral security until such time as a successor Administrative Agent is
      appointed) and (2) all payments, communications and determinations provided
      to
      be made by, to or through the Administrative Agent shall instead be made by
      or
      to each Lender and the L/C Issuer directly, until such time as the Required
      Lenders appoint a successor Administrative Agent as provided for above in this
      Section. Upon the acceptance of a successor’s appointment as Administrative
      Agent hereunder, such successor shall succeed to and become vested with all
      of
      the rights, powers, privileges and duties of the retiring (or retired)
      Administrative Agent, and the retiring Administrative Agent shall be discharged
      from all of its duties and obligations hereunder or under the other Loan
      Documents (if not already discharged therefrom as provided above in this
      Section). The fees payable by the Borrower to a successor Administrative Agent
      shall be the same as those payable to its predecessor unless otherwise agreed
      between the Borrower and such successor. After the retiring Administrative
      Agent’s resignation hereunder and under the other Loan Documents, the provisions
      of this Article and Section 10.04 shall continue in effect for
      the benefit of such retiring Administrative Agent, its sub agents and their
      respective Related Parties in respect of any actions taken or omitted to be
      taken by any of them while the retiring Administrative Agent was acting as
      Administrative Agent.

     

    Any
      resignation by Bank of America as Administrative Agent pursuant to this
      Section shall also constitute its resignation as L/C Issuer. Upon the
      acceptance of a successor’s appointment as Administrative Agent hereunder, (a)
      such successor shall succeed to and become vested with all of the rights,
      powers, privileges and duties of the retiring L/C Issuer, (b) the retiring
      L/C
      Issuer shall be discharged from all of their respective duties and obligations
      hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
      shall issue letters of credit in substitution for the Letters of Credit, if
      any,
      outstanding at the time of such succession or make other arrangements
      satisfactory to the retiring L/C Issuer to effectively assume the obligations
      of
      the retiring L/C Issuer with respect to such Letters of Credit.

    


    
      
        
          
          

        

        
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    9.07           Non-Reliance
      on Administrative Agent and Other Lenders. Each Lender and the L/C
      Issuer acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender or any of their Related Parties and
      based on such documents and information as it has deemed appropriate, made
      its
      own credit analysis and decision to enter into this Agreement. Each Lender
      and
      the L/C Issuer also acknowledges that it will, independently and without
      reliance upon the Administrative Agent or any other Lender or any of their
      Related Parties and based on such documents and information as it shall from
      time to time deem appropriate, continue to make its own decisions in taking
      or
      not taking action under or based upon this Agreement, any other Loan Document
      or
      any related agreement or any document furnished hereunder or
      thereunder.

     

    9.08           Administrative
      Agent May File Proofs of Claim. In case of the pendency of any
      proceeding under any Debtor Relief Law or any other judicial proceeding relative
      to any Loan Party, the Administrative Agent (irrespective of whether the
      principal of any Loan or L/C Obligation shall then be due and payable as herein
      expressed or by declaration or otherwise and irrespective of whether the
      Administrative Agent shall have made any demand on the Borrower) shall be
      entitled and empowered, by intervention in such proceeding or
      otherwise

     

    (a)           to
      file and prove a claim for the whole amount of the principal and interest owing
      and unpaid in respect of the Loans, L/C Obligations and all other Obligations
      that are owing and unpaid and to file such other documents as may be necessary
      or advisable in order to have the claims of the Lenders, the L/C Issuer and
      the
      Administrative Agent (including any claim for the reasonable compensation,
      expenses, disbursements and advances of the Lenders, the L/C Issuer and the
      Administrative Agent and their respective agents and counsel and all other
      amounts due the Lenders, the L/C Issuer and the Administrative Agent under
      Sections 2.03(i) and (j), 2.09 and 10.04) allowed in
      such judicial proceeding; and

     

    (b)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender and the L/C Issuer to make such payments to the Administrative Agent
      and,
      in the event that the Administrative Agent shall consent to the making of such
      payments directly to the Lenders and the L/C Issuer, to pay to the
      Administrative Agent any amount due for the reasonable compensation, expenses,
      disbursements and advances of the Administrative Agent and its agents and
      counsel, and any other amounts due the Administrative Agent under Sections
      2.09 and 10.04.

     

    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender or the L/C
      Issuer any plan of reorganization, arrangement, adjustment or composition
      affecting the Obligations or the rights of any Lender or the L/C Issuer to
      authorize the Administrative Agent to vote in respect of the claim of any Lender
      or the L/C Issuer in any such proceeding.

     

    9.09           Collateral
      and Guaranty Matters. The Lenders and the L/C Issuer irrevocably
      authorize the Administrative Agent, at its option and in its
      discretion,

    


    
      
        
          
          

        

        
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    (a)           to
      release any Lien on any property granted to or held by the Administrative Agent
      under any Loan Document (i) upon termination of the Aggregate Commitments and
      payment in full of all Obligations (other than contingent indemnification
      obligations) and the expiration or termination of all Letters of Credit, (ii)
      that is sold or to be sold as part of or in connection with any sale permitted
      hereunder or under any other Loan Document, or (iii) subject to
Section 10.01, if approved, authorized or ratified in writing by the
      Required Lenders;

     

    (b)           to
      subordinate any Lien on any property granted to or held by the Administrative
      Agent under any Loan Document to the holder of any Lien on such property that
      is
      permitted by Section 7.01(i); and

     

    (c)           to
      release any Guarantor from its obligations under the Guaranty if such Person
      ceases to be a Subsidiary as a result of a transaction permitted
      hereunder.

     

    Upon
      request by the Administrative Agent at any time, the Required Lenders will
      confirm in writing the Administrative Agent’s authority to release or
      subordinate its interest in particular types or items of property, or to release
      any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.09.

     

    ARTICLE
      X.

    MISCELLANEOUS

     

    10.01         Amendments,
      Etc. No amendment or waiver of any provision of this Agreement or any
      other Loan Document, and no consent to any departure by the Borrower or any
      other Loan Party therefrom, shall be effective unless in writing signed by
      the
      Required Lenders and the Borrower or the applicable Loan Party, as the case
      may
      be, and acknowledged by the Administrative Agent, and each such waiver or
      consent shall be effective only in the specific instance and for the specific
      purpose for which given; provided, however, that no such
      amendment, waiver or consent shall:

     

    (a)           waive
      any condition set forth in Section 4.01(a) without the written
      consent of each Lender;

     

    (b)           extend
      or increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section 8.02) without the written consent of such
      Lender;

     

    (c)           postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      of
      principal, interest, fees or other amounts due to the Lenders (or any of them)
      hereunder or under any other Loan Document without the written consent of each
      Lender directly affected thereby;

     

    (d)           reduce
      the principal of, or the rate of interest specified herein on, any Loan or
      L/C
      Borrowing, or any fees or other amounts payable hereunder or under any other
      Loan Document, or change the manner of computation of any financial ratio
      (including any change in any applicable defined term) used in determining the
      Applicable Rate that would result in a reduction of any interest rate on any
      Loan or any fee payable hereunder without the written consent of each Lender
      directly affected thereby; provided, however, that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of
“Default Rate” or to waive any obligation of the Borrower to pay interest or
      Letter of Credit Fees at the Default Rate;

    


    
      
        
          
          

        

        
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    (e)           change
      Section 2.12 or Section 8.03 in a manner that would
      alter the pro rata sharing of payments required thereby without the written
      consent of each Lender;

     

    (f)           change
      any provision of this Section or the definition of “Required
      Lenders” or any other provision hereof specifying the number or percentage
      of Lenders required to amend, waive or otherwise modify any rights hereunder
      or
      make any determination or grant any consent hereunder without the written
      consent of each Lender;

     

    (g)           release
      all or substantially all of the value of the Guaranty without the written
      consent of each Lender; or

     

    (h)           release
      the Liens of the Administrative Agent on all or substantially all of the
      Collateral, without the written consent of each Lender.

     

    and,
      provided further, that (i) no amendment, waiver or consent shall, unless
      in writing and signed by the L/C Issuer in addition to the Lenders required
      above, affect the rights or duties of the L/C Issuer under this Agreement or
      any
      Issuer Document relating to any Letter of Credit issued or to be issued by
      it;
      and (ii) no amendment, waiver or consent shall, unless in writing and signed
      by
      the Administrative Agent in addition to the Lenders required above, affect
      the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document.  Notwithstanding anything to the contrary herein, no
      Defaulting Lender shall have any right to approve or disapprove any amendment,
      waiver or consent hereunder, except that the Commitment of such Lender may
      not
      be increased or extended without the consent of such Lender.

     

    10.02         Notices;
      Effectiveness; Electronic Communication.

     

    (a)           Notices
      Generally. Except in the case of notices and other communications expressly
      permitted to be given by telephone (and except as provided in
      subsection (b) below), all notices and other communications provided for
      herein shall be in writing and shall be delivered by hand or overnight courier
      service, mailed by certified or registered mail or sent by telecopier as
      follows, and all notices and other communications expressly permitted hereunder
      to be given by telephone shall be made to the applicable telephone number,
      as
      follows:

     

    (i)           if
      to the Borrower, the Administrative Agent, or the L/C Issuer, to the address,
      telecopier number, electronic mail address or telephone number specified for
      such Person on Schedule 10.02; and

     

    (ii)           if
      to any other Lender, to the address, telecopier number, electronic mail address
      or telephone number specified in its Administrative Questionnaire, if any,
      or as
      notified to the Borrower and the Administrative Agent.

    


    
      
        
          
          

        

        
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    Notices
      sent by hand or overnight courier service, or mailed by certified or registered
      mail, shall be deemed to have been given when received; notices sent by
      telecopier shall be deemed to have been given when sent (except that, if not
      given during normal business hours for the recipient, shall be deemed to have
      been given at the opening of business on the next business day for the
      recipient). Notices delivered through electronic communications to the extent
      provided in subsection (b) below, shall be effective as provided in such
      subsection (b).

     

    (b)           Electronic
      Communications. Notices and other communications to the Lenders and the L/C
      Issuer hereunder may be delivered or furnished by electronic communication
      (including e mail and Internet or intranet websites) pursuant to procedures
      approved by the Administrative Agent, provided that the foregoing shall
      not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if such Lender or the L/C Issuer, as applicable, has
      notified the Administrative Agent that it is incapable of receiving notices
      under such Article by electronic communication. The Administrative Agent or
      the Borrower may, in its discretion, agree to accept notices and other
      communications to it hereunder by electronic communications pursuant to
      procedures approved by it, provided that approval of such procedures may
      be limited to particular notices or communications.

     

    Unless
      the Administrative 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.

     

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

    


    
      
        
          
          

        

        
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    (d)           Change
      of Address, Etc. Each of the Borrower, the Administrative Agent, and the L/C
      Issuer may change its address, telecopier or telephone number for notices and
      other communications hereunder by notice to the other parties hereto. Each
      other
      Lender may change its address, telecopier or telephone number for notices and
      other communications hereunder by notice to the Borrower, the Administrative
      Agent, and the L/C Issuer.  In addition, each Lender agrees to notify
      the Administrative Agent from time to time to ensure that the Administrative
      Agent has on record (i) an effective address, contact name, telephone number,
      telecopier number and electronic mail address to which notices and other
      communications may be sent and (ii) accurate wire instructions for such
      Lender.

     

    (e)           Reliance
      by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent,
      the L/C Issuer and the Lenders shall be entitled to rely and act upon any
      notices (including telephonic Loan Notices) purportedly given by or on behalf
      of
      the Borrower even if (i) such notices were not made in a manner specified
      herein, were incomplete or were not preceded or followed by any other form
      of
      notice specified herein, or (ii) the terms thereof, as understood by the
      recipient, varied from any confirmation thereof. The Borrower shall indemnify
      the Administrative Agent, the L/C Issuer, each Lender and the Related Parties
      of
      each of them from all losses, costs, expenses and liabilities resulting from
      the
      reliance by such Person on each notice purportedly given by or on behalf of
      the
      Borrower. All telephonic notices to and other telephonic communications with
      the
      Administrative Agent may be recorded by the Administrative Agent, and each
      of
      the parties hereto hereby consents to such recording.

     

    10.03         No
      Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer
      or the Administrative Agent to exercise, and no delay by any such Person in
      exercising, any right, remedy, power or privilege hereunder shall operate as
      a
      waiver thereof; nor shall any single or partial exercise of any right, remedy,
      power or privilege hereunder preclude any other or further exercise thereof
      or
      the exercise of any other right, remedy, power or privilege. The rights,
      remedies, powers and privileges herein provided are cumulative and not exclusive
      of any rights, remedies, powers and privileges provided by law.

     

    10.04         Expenses;
      Indemnity; Damage Waiver.

     

    (a)           Costs
      and Expenses. The Borrower shall pay (i) all reasonable out of pocket
      expenses incurred by the Administrative Agent and its Affiliates (including
      the
      reasonable fees, charges and disbursements of counsel for the Administrative
      Agent), in connection with the syndication of the credit facilities provided
      for
      herein, the preparation, negotiation, execution, delivery and administration
      of
      this Agreement and the other Loan Documents or any amendments, modifications
      or
      waivers of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable out
      of
      pocket expenses incurred by the L/C Issuer in connection with the issuance,
      amendment, renewal or extension of any Letter of Credit or any demand for
      payment thereunder and (iii) all out of pocket expenses incurred by the
      Administrative Agent, any Lender or the L/C Issuer (including the fees, charges
      and disbursements of any counsel for the Administrative Agent, any Lender or
      the
      L/C Issuer), and shall pay all fees and time charges for attorneys who may
      be
      employees of the Administrative Agent, any Lender or the L/C Issuer, in
      connection with the enforcement or protection of its rights (A) in connection
      with this Agreement and the other Loan Documents, including its rights under
      this Section, or (B) in connection with the Loans made or Letters of Credit
      issued hereunder, including all such out of pocket expenses incurred during
      any
      workout, restructuring or negotiations in respect of such Loans or Letters
      of
      Credit.

     

    
      
        
          
          

        

        
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    (b)           Indemnification
      by the Borrower. The Borrower shall indemnify the Administrative Agent (and
      any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party
      of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and
      all losses, claims, damages, liabilities and related expenses (including the
      fees, charges and disbursements of any counsel for any Indemnitee), and shall
      indemnify and hold harmless each Indemnitee from all fees and time charges
      and
      disbursements for attorneys who may be employees of any Indemnitee, incurred
      by
      any Indemnitee or asserted against any Indemnitee by any third party or by
      the
      Borrower or any other Loan Party arising out of, in connection with, or as
      a
      result of (i) the execution or delivery of this Agreement, any other Loan
      Document or any agreement or instrument contemplated hereby or thereby, the
      performance by the parties hereto of their respective obligations hereunder
      or
      thereunder, the consummation of the transactions contemplated hereby or thereby,
      or, in the case of the Administrative Agent (and any sub-agent thereof) and
      its
      Related Parties only, the administration of this Agreement and the other Loan
      Documents, (ii) any Loan or Letter of Credit or the use or proposed use of
      the
      proceeds therefrom (including any refusal by the L/C Issuer to honor a demand
      for payment under a Letter of Credit if the documents presented in connection
      with such demand do not strictly comply with the terms of such Letter of
      Credit), (iii) any actual or alleged presence or release of Hazardous Materials
      on or from any property owned or operated by the Borrower or any of its
      Subsidiaries, or any Environmental Liability related in any way to the Borrower
      or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
      investigation or proceeding relating to any of the foregoing, whether based
      on
      contract, tort or any other theory, whether brought by a third party or by
      the
      Borrower or any other Loan Party, and regardless of whether any Indemnitee
      is a
      party thereto; provided that such indemnity shall not, as to any
      Indemnitee, be available to the extent that such losses, claims, damages,
      liabilities or related expenses (x) are determined by a court of competent
      jurisdiction by final and nonappealable judgment to have resulted from the
      gross
      negligence or willful misconduct of such Indemnitee or (y) result from a claim
      brought by the Borrower or any other Loan Party against an Indemnitee for breach
      in bad faith of such Indemnitee’s obligations hereunder or under any other Loan
      Document, if the Borrower or such Loan Party has obtained a final and
      nonappealable judgment in its favor on such claim as determined by a court
      of
      competent jurisdiction.

     

    (c)           Reimbursement
      by Lenders. To the extent that the Borrower for any reason fails to
      indefeasibly pay any amount required under subsection (a) or (b) of this
      Section to be paid by it to the Administrative Agent (or any sub-agent
      thereof), the L/C Issuer or any Related Party of any of the foregoing, each
      Lender severally agrees to pay to the Administrative Agent (or any such
      sub-agent), the L/C Issuer or such Related Party, as the case may be, such
      Lender’s Applicable Percentage (determined as of the time that the applicable
      unreimbursed expense or indemnity payment is sought) of such unpaid amount,
      provided that the unreimbursed expense or indemnified loss, claim,
      damage, liability or related expense, as the case may be, was incurred by or
      asserted against the Administrative Agent (or any such sub-agent) or the L/C
      Issuer in its capacity as such, or against any Related Party of any of the
      foregoing acting for the Administrative Agent (or any such sub-agent) or L/C
      Issuer in connection with such capacity. The obligations of the Lenders under
      this subsection (c) are subject to the provisions of
Section 2.11(d).

    


    
      
        
          
          

        

        
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    (d)           Waiver
      of Consequential Damages, Etc. To the fullest extent permitted by applicable
      law, the Borrower shall not assert, and hereby waives, any claim against any
      Indemnitee, on any theory of liability, for special, indirect, consequential
      or
      punitive damages (as opposed to direct or actual damages) arising out of, in
      connection with, or as a result of, this Agreement, any other Loan Document
      or
      any agreement or instrument contemplated hereby, the transactions contemplated
      hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
      thereof.  No Indemnitee referred to in subsection (b) above shall
      be liable for any damages arising from the use by unintended recipients of
      any
      information or other materials distributed to such unintended recipients by
      such
      Indemnitee through telecommunications, electronic or other information
      transmission systems in connection with this Agreement or the other Loan
      Documents or the transactions contemplated hereby or thereby other than for
      direct or actual damages resulting from the gross negligence or willful
      misconduct of such Indemnitee as determined by a final and nonappealable
      judgment of a court of competent jurisdiction.

     

    (e)           Payments.
      All amounts due under this Section shall be payable not later than ten
      Business Days after demand therefor.

     

    (f)           Survival.
      The agreements in this Section shall survive the resignation of the
      Administrative Agent, and the L/C Issuer, the replacement of any Lender, the
      termination of the Aggregate Commitments and the repayment, satisfaction or
      discharge of all the other Obligations.

     

    10.05         Payments
      Set Aside. To the extent that any payment by or on behalf of the
      Borrower is made to the Administrative Agent, the L/C Issuer or any Lender,
      or
      the Administrative Agent, the L/C Issuer or any Lender exercises its right
      of
      setoff, and such payment or the proceeds of such setoff or any part thereof
      is
      subsequently invalidated, declared to be fraudulent or preferential, set aside
      or required (including pursuant to any settlement entered into by the
      Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of
      such recovery, the obligation or part thereof originally intended to be
      satisfied shall be revived and continued in full force and effect as if such
      payment had not been made or such setoff had not occurred, and (b) each Lender
      and the L/C Issuer severally agrees to pay to the Administrative Agent upon
      demand its applicable share (without duplication) of any amount so recovered
      from or repaid by the Administrative Agent, plus interest thereon from
      the date of such demand to the date such payment is made at a rate per annum
      equal to the Federal Funds Rate from time to time in effect. The obligations
      of
      the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall
      survive the payment in full of the Obligations and the termination of this
      Agreement.

     

    10.06         Successors
      and Assigns.

     

    
      
        
          
          

        

        
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      (a)           Successors
        and Assigns Generally. The provisions of this Agreement shall be binding
        upon and inure to the benefit of the parties hereto and their respective
        successors and assigns permitted hereby, except that the Borrower may not
        assign
        or otherwise transfer any of its rights or obligations hereunder without
        the
        prior written consent of the Administrative Agent and each Lender and no
        Lender
        may assign or otherwise transfer any of its rights or obligations hereunder
        except (i) to an assignee in accordance with the provisions of
        subsection (b) of this Section, (ii) by way of participation in accordance
        with the provisions of subsection (d) of this Section, or (iii) by way of
        pledge or assignment of a security interest subject to the restrictions of
        subsection (f) of this Section (and any other attempted assignment or
        transfer by any party hereto shall be null and void). Nothing in this Agreement,
        expressed or implied, shall be construed to confer upon any Person (other
        than
        the parties hereto, their respective successors and assigns permitted hereby,

        Participants to the extent provided in subsection (d) of this
        Section and, to the extent expressly contemplated hereby, the Related
        Parties of each of the Administrative Agent, the L/C Issuer and the Lenders)
        any
        legal or equitable right, remedy or claim under or by reason of this
        Agreement.



    (b)           Assignments
      by Lenders. Any Lender may at any time assign to one or more assignees all
      or a portion of its rights and obligations under this Agreement (including
      all
      or a portion of its Commitment and the Loans (including for purposes of this
      subsection (b), participations in L/C Obligations) at the time owing to
      it); provided that any such assignment shall be subject to the following
      conditions:

     

    (i)           Minimum
      Amounts.

     

    (A)           in
      the case of an assignment of the entire remaining amount of the assigning
      Lender’s Commitment and the Loans at the time owing to it or in the case of an
      assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
      amount need be assigned; and

     

    (B)           in
      any case not described in subsection (b)(i)(A) of this Section, the
      aggregate amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to
      each such assignment, determined as of the date the Assignment and Assumption
      with respect to such assignment is delivered to the Administrative Agent or,
      if
“Trade Date” is specified in the Assignment and Assumption, as of the
      Trade Date, shall not be less than $5,000,000 unless each of the Administrative
      Agent and, so long as no Event of Default has occurred and is continuing, the
      Borrower otherwise consents (each such consent not to be unreasonably withheld
      or delayed); provided, however, that concurrent assignments to
      members of an Assignee Group and concurrent assignments from members of an
      Assignee Group to a single assignee (or to an assignee and members of its
      Assignee Group) will be treated as a single assignment for purposes of
      determining whether such minimum amount has been met;

    


    
      
        
          
          

        

        
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    (ii)           Proportionate
      Amounts. Each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender’s rights and obligations under
      this Agreement with respect to the Loans or the Commitment
      assigned;

     

    (iii)           Required
      Consents. No consent shall be required for any assignment except to the
      extent required by subsection (b)(i)(B) of this Section and, in
      addition:

     

    (A)           the
      consent of the Borrower (such consent not to be unreasonably withheld or
      delayed) shall be required unless (1) an Event of Default has occurred and
      is
      continuing at the time of such assignment or (2) such assignment is to a Lender,
      an Affiliate of a Lender or an Approved Fund;

     

    (B)           the
      consent of the Administrative Agent (such consent not to be unreasonably
      withheld or delayed) shall be required if such assignment is to a Person that
      is
      not a Lender, an Affiliate of such Lender or an Approved Fund with respect
      to
      such Lender; and

     

    (C)           the
      consent of the L/C Issuer (such consent not to be unreasonably withheld or
      delayed) shall be required for any assignment that increases the obligation
      of
      the assignee to participate in exposure under one or more Letters of Credit
      (whether or not then outstanding).

     

    (iv)           Assignment
      and Assumption. The parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500; provided, however, that
      the Administrative Agent may, in its sole discretion, elect to waive such
      processing and recordation fee in the case of any assignment. The assignee,
      if
      it is not a Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.

     

    (v)           No
      Assignment to Borrower. No such assignment shall be made to the Borrower or
      any of the Borrower’s Affiliates or Subsidiaries.

     

    (vi)           No
      Assignment to Natural Persons. No such assignment shall be made to a natural
      person.

     

    Subject
      to acceptance and recording thereof by the Administrative Agent pursuant to
      subsection (c) of this Section, from and after the effective date specified
      in each Assignment and Assumption, the assignee thereunder shall be a party
      to
      this Agreement and, to the extent of the interest assigned by such Assignment
      and Assumption, have the rights and obligations of a Lender under this
      Agreement, and the assigning Lender thereunder shall, to the extent of the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Agreement (and, in the case of an Assignment and
      Assumption covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a party hereto) but shall continue
      to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and
10.04 with respect to facts and circumstances occurring prior to
      the
      effective date of such assignment. Upon request, the Borrower (at its expense)
      shall execute and deliver a Note to the assignee Lender. Any assignment or
      transfer by a Lender of rights or obligations under this Agreement that does
      not
      comply with this subsection shall be treated for purposes of this Agreement
      as a sale by such Lender of a participation in such rights and obligations
      in
      accordance with subsection (d) of this Section.

    


    
      
        
          
          

        

        
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    (c)           Register.
      The Administrative Agent, acting solely for this purpose as an agent of the
      Borrower, shall maintain at the Administrative Agent’s Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans and L/C Obligations owing to, each Lender pursuant to
      the
      terms hereof from time to time (the “Register”). The entries in the
      Register shall be conclusive, and the Borrower, the Administrative Agent and
      the
      Lenders may treat each Person whose name is recorded in the Register pursuant
      to
      the terms hereof as a Lender hereunder for all purposes of this Agreement,
      notwithstanding notice to the contrary. The Register shall be available for
      inspection by the Borrower and any Lender, at any reasonable time and from
      time
      to time upon reasonable prior notice.

     

    (d)           Participations.
      Any Lender may at any time, without the consent of, or notice to, the Borrower
      or the Administrative Agent, sell participations to any Person (other than
      a
      natural person or the Borrower or any of the Borrower’s Affiliates or
      Subsidiaries) (each, a “Participant”) in all or a portion of such
      Lender’s rights and/or obligations under this Agreement (including all or a
      portion of its Commitment and/or the Loans (including such Lender’s
      participations in L/C Obligations) owing to it); provided that (i) such
      Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) the Borrower, the Administrative
      Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly
      with such Lender in connection with such Lender’s rights and obligations under
      this Agreement.

     

    Any
      agreement or instrument pursuant to which a Lender sells such a participation
      shall provide that such Lender shall retain the sole right to enforce this
      Agreement and to approve any amendment, modification or waiver of any provision
      of this Agreement; provided that such agreement or instrument may provide
      that such Lender will not, without the consent of the Participant, agree to
      any
      amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to
      subsection (e) of this Section, the Borrower agrees that each Participant
      shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had
      acquired its
      interest by assignment pursuant to subsection (b) of this Section. To the
      extent permitted by law, each Participant also shall be entitled to the benefits
      of Section 10.08 as though it were a Lender, provided such
      Participant agrees to be subject to Section 2.13 as though it were a
      Lender.

     

    (e)           Limitations
      upon Participant Rights. A Participant shall not be entitled to receive any
      greater payment under Section 3.01 or 3.04 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. A
      Participant that would be a Foreign Lender if it were a Lender shall not be
      entitled to the benefits of Section 3.01 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 3.01(e) as though it were a Lender.

    


    
      
        
          
          

        

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

     

    (g)           Electronic
      Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any
      Assignment and Assumption 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.

     

    10.07         Treatment
      of Certain Information; Confidentiality. Each of the Administrative
      Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality
      of
      the Information (as defined below), except that Information may be disclosed
      (a)
      to its Affiliates and to its and its Affiliates’ respective partners, directors,
      officers, employees, agents, advisors and representatives (it being understood
      that the Persons to whom such disclosure is made will be informed of the
      confidential nature of such Information and instructed to keep such Information
      confidential), (b) to the extent requested by any regulatory authority
      purporting to have jurisdiction over it (including any self-regulatory
      authority, such as the National Association of Insurance Commissioners), (c)
      to
      the extent required by applicable laws or regulations or by any subpoena or
      similar legal process, (d) to any other party hereto, (e) in connection with
      the
      exercise of any remedies hereunder or under any other Loan Document or any
      action or proceeding relating to this Agreement or any other Loan Document
      or
      the enforcement of rights hereunder or thereunder, (f) subject to an agreement
      containing provisions substantially the same as those of this Section, to (i)
      any assignee of or Participant in, or any prospective assignee of or Participant
      in, any of its rights or obligations under this Agreement or (ii) any actual
      or
      prospective counterparty (or its advisors) to any swap or derivative transaction
      relating to the Borrower and its obligations, (g) with the consent of the
      Borrower or (h) to the extent such Information (x) becomes publicly available
      other than as a result of a breach of this Section or (y) becomes available
      to the Administrative Agent, any Lender, the L/C Issuer or any of their
      respective Affiliates on a nonconfidential basis from a source other than the
      Borrower.

     

    For
      purposes of this Section, “Information” means all information received
      from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary
      or any of their respective businesses, other than any such information that
      is
      available to the Administrative Agent, any Lender or the L/C Issuer on a
      nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
      provided that, in the case of information received from the Borrower or
      any Subsidiary after the date hereof, such information is clearly identified
      at
      the time of delivery as confidential. Any Person required to maintain the
      confidentiality of Information as provided in this Section shall be
      considered to have complied with its obligation to do so if such Person has
      exercised the same degree of care to maintain the confidentiality of such
      Information as such Person would accord to its own confidential
      information.

    


    
      
        
          
          

        

        
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    Each
      of
      the Administrative Agent, the Lenders and the L/C Issuer acknowledges that
      (a)
      the Information may include material non-public information concerning the
      Borrower or a Subsidiary, as the case may be, (b) it has developed compliance
      procedures regarding the use of material non-public information and (c) it
      will
      handle such material non-public information in accordance with applicable Law,
      including Federal and state securities Laws.

     

    10.08         Right
      of Setoff. If an Event of Default shall have occurred and be
      continuing, each Lender, the L/C Issuer and each of their respective Affiliates
      is hereby authorized at any time and from time to time, to the fullest extent
      permitted by applicable law, to set off and apply any and all deposits (general
      or special, time or demand, provisional or final, in whatever currency) at
      any
      time held and other obligations (in whatever currency) at any time owing by
      such
      Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
      of the Borrower or any other Loan Party against any and all of the obligations
      of the Borrower or such Loan Party now or hereafter existing under this
      Agreement or any other Loan Document to such Lender or the L/C Issuer,
      irrespective of whether or not such Lender or the L/C Issuer shall have made
      any
      demand under this Agreement or any other Loan Document and although such
      obligations of the Borrower or such Loan Party may be contingent or unmatured
      or
      are owed to a branch or office of such Lender or the L/C Issuer different from
      the branch or office holding such deposit or obligated on such indebtedness.
      The
      rights of each Lender, the L/C Issuer and their respective Affiliates under
      this
      Section are in addition to other rights and remedies (including other
      rights of setoff) that such Lender, the L/C Issuer or their respective
      Affiliates may have. Each Lender and the L/C Issuer agrees to notify the
      Borrower and the Administrative Agent promptly after any such setoff and
      application, provided that the failure to give such notice shall not
      affect the validity of such setoff and application.

     

    10.09         Interest
      Rate Limitation. Notwithstanding anything to the contrary contained in
      any Loan Document, the interest paid or agreed to be paid under the Loan
      Documents shall not exceed the maximum rate of non-usurious interest permitted
      by applicable Law (the “Maximum Rate”). If the Administrative Agent or
      any Lender shall receive interest in an amount that exceeds the Maximum Rate,
      the excess interest shall be applied to the principal of the Loans or, if it
      exceeds such unpaid principal, refunded to the Borrower. In determining whether
      the interest contracted for, charged, or received by the Administrative Agent
      or
      a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
      by
      applicable Law, (a) characterize any payment that is not principal as an
      expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
      and the effects thereof, and (c) amortize, prorate, allocate, and spread in
      equal or unequal parts the total amount of interest throughout the contemplated
      term of the Obligations hereunder.

     

    10.10         Counterparts;
      Integration; Effectiveness. This Agreement may be executed in
      counterparts (and by different parties hereto in different counterparts), each
      of which shall constitute an original, but all of which when taken together
      shall constitute a single contract. This Agreement and the other Loan Documents
      constitute the entire contract among the parties relating to the subject matter
      hereof and supersede any and all previous agreements and understandings, oral
      or
      written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall
      have been executed by the Administrative Agent and when the Administrative
      Agent
      shall have received counterparts hereof that, when taken together, bear the
      signatures of each of the other parties hereto. Delivery of an executed
      counterpart of a signature page of this Agreement by telecopy shall be effective
      as delivery of a manually executed counterpart of this Agreement.

     

    
      
        
          
          

        

        
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    10.11         Survival
      of Representations and Warranties. All representations and warranties
      made hereunder and in any other Loan Document or other document delivered
      pursuant hereto or thereto or in connection herewith or therewith shall survive
      the execution and delivery hereof and thereof. Such representations and
      warranties have been or will be relied upon by the Administrative Agent and
      each
      Lender, regardless of any investigation made by the Administrative Agent or
      any
      Lender or on their behalf and notwithstanding that the Administrative Agent
      or
      any Lender may have had notice or knowledge of any Default at the time of any
      Credit Extension, and shall continue in full force and effect as long as any
      Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or
      any
      Letter of Credit shall remain outstanding.

     

    10.12         Severability.
      If any provision of this Agreement or the other Loan Documents is
      held
      to be illegal, invalid or unenforceable, (a) the legality, validity and
      enforceability of the remaining provisions of this Agreement and the other
      Loan
      Documents shall not be affected or impaired thereby and (b) the parties shall
      endeavor in good faith negotiations to replace the illegal, invalid or
      unenforceable provisions with valid provisions the economic effect of which
      comes as close as possible to that of the illegal, invalid or unenforceable
      provisions. The invalidity of a provision in a particular jurisdiction shall
      not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

     

    10.13         Replacement
      of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional
      amount to any Lender or any Governmental Authority for the account of any Lender
      pursuant to Section 3.01, or if any Lender is a Defaulting Lender or
      if any other circumstance exists hereunder that gives the Borrower the right
      to
      replace a Lender as a party hereto, then the Borrower may, at its sole expense
      and effort, upon notice to such Lender and the Administrative Agent, require
      such Lender to assign and delegate, without recourse (in accordance with and
      subject to the restrictions contained in, and consents required by,
Section 10.06), all of its interests, rights and obligations under
      this Agreement and the related Loan Documents to an assignee that shall assume
      such obligations (which assignee may be another Lender, if a Lender accepts
      such
      assignment), provided that:

     

    (a)           the
      Borrower shall have paid to the Administrative Agent the assignment fee
      specified in Section 10.06(b);

     

    (b)           such
      Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans and L/C Advances, accrued interest thereon, accrued
      fees
      and all other amounts payable to it hereunder and under the other Loan Documents
      (including any amounts under Section 3.05) from the assignee (to the
      extent of such outstanding principal and accrued interest and fees) or the
      Borrower (in the case of all other amounts);

     

    
      
        
          
          

        

        
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    (c)           in
      the case of any such assignment resulting from a claim for compensation under
      Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such
      compensation or payments thereafter; and

     

    (d)           such
      assignment does not conflict with applicable Laws.

     

    A
      Lender
      shall not be required to make any such assignment or delegation if, prior
      thereto, as a result of a waiver by such Lender or otherwise, the circumstances
      entitling the Borrower to require such assignment and delegation cease to
      apply.

     

    10.14                      Governing
      Law; Jurisdiction; Etc.

     

    (a)           GOVERNING
      LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAW OF THE STATE OF NEW YORK.

     

    (b)           SUBMISSION
      TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR
      ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF
      THE
      STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES
      DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
      FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
      THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF
      ANY
      JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
      THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
      DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
      BY
      APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT
      A
      FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY
      BE
      ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
      PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
      AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER
      MAY
      OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
      OR
      ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS
      OF
      ANY JURISDICTION.

     

    (c)           WAIVER
      OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED
      TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
      DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
      IN ANY SUCH COURT.

    


    
      
        
          
          

        

        
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    (d)           SERVICE
      OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
      THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS
      AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
      OTHER MANNER PERMITTED BY APPLICABLE LAW.

     

    10.15         Waiver
      of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
      BY
      JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
      TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
      PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
      OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
      WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
      AND
      (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER
      INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    10.16         No
      Advisory or Fiduciary Responsibility. In connection with all aspects of
      each transaction contemplated hereby, the Borrower acknowledges and agrees
      that:
      (i) the credit facility provided for hereunder and any related arranging or
      other services in connection therewith (including in connection with any
      amendment, waiver or other modification hereof or of any other Loan Document)
      are an arm’s-length commercial transaction between the Borrower  and
      the other Loan Parties, on the one hand, and the Administrative Agent and
      Lenders, on the other hand, and the Borrower and each other Loan Party is
      capable of evaluating and understanding and understands and accepts the terms,
      risks and conditions of the transactions contemplated hereby and by the other
      Loan Documents (including any amendment, waiver or other modification hereof
      or
      thereof); (ii) in connection with the process leading to such transaction,
      the
      Administrative Agent is and has been acting solely as a principal and is not
      the
      financial advisor, agent or fiduciary, for the Borrower or any of its
      Affiliates, stockholders, creditors or employees or any other Person; (iii)
      the
      Administrative Agent has not assumed nor will it assume an advisory, agency
      or
      fiduciary responsibility in favor of the Borrower or any other Loan Party with
      respect to any of the transactions contemplated hereby or the process leading
      thereto, including with respect to any amendment, waiver or other modification
      hereof or of any other Loan Document (irrespective of whether the Administrative
      Agent has advised or is currently advising the Borrower or any of its Affiliates
      on other matters) and the Administrative Agent has no obligation to the Borrower
      or any of its Affiliates with respect to the transactions contemplated hereby
      except those obligations expressly set forth herein and in the other Loan
      Documents; (iv) the Administrative Agent and its Affiliates may be engaged
      in a
      broad range of transactions that involve interests that differ from those of
      the
      Borrower and its Affiliates, and the Administrative Agent has no obligation
      to
      disclose any of such interests by virtue of any advisory, agency or fiduciary
      relationship; and (v) the Administrative Agent has not provided and will not
      provide any legal, accounting, regulatory or tax advice with respect to any
      of
      the transactions contemplated hereby (including any amendment, waiver or other
      modification hereof or of any other Loan Document) and the Borrower has
      consulted its own legal, accounting, regulatory and tax advisors to the extent
      it has deemed appropriate.  The Borrower hereby waives and releases,
      to the fullest extent permitted by law, any claims that it may have against
      the
      Administrative Agent with respect to any breach or alleged breach of agency
      or
      fiduciary duty.

    


    
      
        
          
          

        

        
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    10.17         USA
      PATRIOT Act Notice. Each Lender that is subject to the Act (as
      hereinafter defined) and the Administrative Agent (for itself and not on behalf
      of any Lender) hereby notifies the Borrower that pursuant to the requirements
      of
      the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
      2001)) (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 Administrative Agent, as applicable, to identify the Borrower in accordance
      with the Act.

     

    10.18         ENTIRE
      AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
      FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
      PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     

    


    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed as of the date first above written.

     

    
      	 	
              SYMYX
                TECHNOLOGIES, INC.

            
	 	 
	 	
              By:

            	
              /s/
                Rex S. Jackson

            
	 	 	 
	 	
              Name:

            	
              Rex
                S. Jackson

            
	 	 	 
	 	
              Title:

            	
              EVP,
                GC & Acting CFO

            


    

     

    
      
        
          
          

        

        
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              BANK
                OF AMERICA, N.A., as

            
	 	
              Administrative
                Agent

            
	 	 
	 	
              By:

            	
              /s/
                John C. Plecque

            
	 	 	 
	 	
              Name:

            	
              John
                C. Plecque

            
	 	 	 
	 	
              Title:

            	
              Senior
                Vice President

            


    

     

    
      
        
          
          

        

        
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              BANK
                OF AMERICA, N.A.,

            
	 	
              as
                a Lender, and L/C Issuer

            
	 	 
	 	
              By:

            	
              
                /s/
                  John C. Plecque

              

            
	 	 	 
	 	
              Name:

            	
              
                John
                  C. Plecque

              

            
	 	 	 
	 	
              Title:

            	
              
                Senior
                  Vice President

              

            


    

     

     

     S-3