Credit Agreement – TIBCO Software Inc.

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 19, 2011

among

TIBCO SOFTWARE INC.,

as a Borrower,

and

CERTAIN SUBSIDIARIES,

as Designated Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and L/C Issuer,

CITIBANK, N.A.,

as Syndication Agent,

UNION BANK, N.A.

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS AND ACCOUNTING TERMS		1

1.01	Defined Terms		1

1.02	Other Interpretive Provisions		29

1.03	Accounting Terms		29

1.04	Rounding		30

1.05	Exchange Rates; Currency Equivalents.		30

1.06	Additional Alternative Currencies		31

1.07	Change of Currency		31

1.08	Times of Day		32

1.09	Letter of Credit Amounts		32

ARTICLE II	THE COMMITMENTS AND CREDIT EXTENSIONS		32

2.01	Committed Loans		32

2.02	Borrowings, Conversions and Continuations of Committed Loans		33

2.03	Letters of Credit		35

2.04	Swing Line Loans.		43

2.05	Prepayments		46

2.06	Termination or Reduction of Commitments		48

2.07	Repayment of Loans		48

2.08	Interest		49

2.09	Fees		49

2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		50

2.11	Evidence of Debt		51

2.12	Payments Generally; Administrative Agent153s Clawback		51

2.13	Sharing of Payments by Lenders		53

2.14	Designated Borrowers		54

2.15	Increase in Commitments		55

2.16	Cash Collateral		56

2.17	Defaulting Lenders		57

ARTICLE III	TAXES, YIELD PROTECTION AND ILLEGALITY		59

3.01	Taxes.		59



3.02	Illegality	63

3.03	Inability to Determine Rates	64

3.04	Increased Costs; Reserves on Eurocurrency Rate Loans	65

3.05	Compensation for Losses	66

3.06	Mitigation Obligations; Replacement of Lenders	67

3.07	Survival	68

ARTICLE IV	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	68

4.01	Conditions of Initial Credit Extension	68

4.02	Conditions to all Credit Extensions	69

ARTICLE V	REPRESENTATIONS AND WARRANTIES	70

5.01	Existence, Qualification and Power	70

5.02	Authorization; No Contravention	70

5.03	Governmental Authorization; Other Consents	71

5.04	Binding Effect	71

5.05	Financial Statements; No Material Adverse Effect	71

5.06	Litigation	71

5.07	No Default	72

5.08	Ownership of Property; Liens	72

5.09	Environmental Compliance	72

5.10	Insurance	72

5.11	Taxes	72

5.12	ERISA Compliance	72

5.13	Subsidiaries; Equity Interests	73

5.14	Margin Regulations; Investment Company Act	73

5.15	Disclosure	74

5.16	Compliance with Laws	74

5.17	Taxpayer Identification Number	74

5.18	Intellectual Property; Licenses, Etc	74

5.19	Solvency	74

5.20	Representations as to Foreign Obligors	75

5.21	Pari Passu Ranking	76

ARTICLE VI	AFFIRMATIVE COVENANTS	76

6.01	Financial Statements	76



6.02	Certificates; Other Information	77

6.03	Notices	78

6.04	Payment of Obligations	79

6.05	Preservation of Existence, Etc	79

6.06	Maintenance of Properties	79

6.07	Maintenance of Insurance	80

6.08	Compliance with Laws	80

6.09	Books and Records	80

6.10	Inspection Rights	80

6.11	Use of Proceeds	81

6.12	Additional Guarantors	81

6.13	Procedures for Information Dissemination	81

6.14	Approvals and Authorizations	81

ARTICLE VII	NEGATIVE COVENANTS	82

7.01	Liens	82

7.02	Investments	83

7.03	Indebtedness	85

7.04	Fundamental Changes	86

7.05	Dispositions	87

7.06	Restricted Payments	88

7.07	Change in Nature of Business	89

7.08	Transactions with Affiliates	89

7.09	Burdensome Agreements	89

7.10	Use of Proceeds	90

7.11	Financial Covenants	90

ARTICLE VIII	EVENTS OF DEFAULT AND REMEDIES	90

8.01	Events of Default	90

8.02	Remedies Upon Event of Default	92

8.03	Application of Funds	92

8.04	Collateral Allocation Mechanism	93

ARTICLE IX	ADMINISTRATIVE AGENT	94

9.01	Appointment and Authority	94

9.02	Rights as a Lender	94

iii



9.03	Exculpatory Provisions	94

9.04	Reliance by Administrative Agent	95

9.05	Delegation of Duties	96

9.06	Resignation of Administrative Agent	96

9.07	Non-Reliance on Administrative Agent and Other Lenders	97

9.08	No Other Duties, Etc	97

9.09	Administrative Agent May File Proofs of Claim	97

9.10	Guaranty Matters	98

ARTICLE X	MISCELLANEOUS	98

10.01	Amendments, Etc	98

10.02	Notices; Effectiveness; Electronic Communication	100

10.03	No Waiver; Cumulative Remedies; Enforcement	102

10.04	Expenses; Indemnity; Damage Waiver	103

10.05	Payments Set Aside	104

10.06	Successors and Assigns	105

10.07	Treatment of Certain Information; Confidentiality	109

10.08	Right of Setoff	110

10.09	Interest Rate Limitation	111

10.10	Counterparts; Integration; Effectiveness	111

10.11	Survival of Representations and Warranties	111

10.12	Severability	112

10.13	Replacement of Lenders	112

10.14	Governing Law; Jurisdiction; Etc	112

10.15	Waiver of Jury Trial	114

10.16	No Advisory or Fiduciary Responsibility	114

10.17	Electronic Execution of Assignments and Certain Other Documents	115

10.18	USA PATRIOT Act	115

10.19	Judgment Currency	115

10.20	Effect of Amendment and Restatement of the Existing Agreement	116


SCHEDULES

1.01		Mandatory Cost Formulae
2.01		Commitments and Applicable Percentages
10.02		Administrative Agent153s Office; Certain Addresses for Notices Disclosure Letter

EXHIBITS

*Form of*
A		Committed Loan Notice
B		Swing Line Loan Notice
C		Note
D		Compliance Certificate
E		Assignment and Assumption
F-1		Company Guaranty
F-2		Subsidiary Guaranty
G		Opinion Matters
H		Designated Borrower Request and Assumption Agreement
I		Designated Borrower Notice

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement“) is
entered into as of December 19, 2011 among TIBCO SOFTWARE INC., a Delaware
corporation (the “Company“), and certain Subsidiaries of the Company from
time to time party hereto pursuant to Section 2.14 (each such Subsidiary,
a “Designated Borrower” and, together with the Company, the
“Borrowers” and each, a “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, Swing Line
Lender and L/C Issuer.

Pursuant to the Credit Agreement, dated as of November 2, 2009 (as amended,
supplemented or otherwise modified prior to the Closing Date, the “Existing
Agreement“), among the Company, certain lenders party thereto (the
“Existing Lenders“) and the Administrative Agent, the Existing Lenders
agreed to make extensions of credit to the Company on the terms and conditions
set forth therein, including making loans (the “Existing Loans“) to the
Company.

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

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:

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

“Administrative Agent153s Office” means, with respect to any currency,
the Administrative Agent153s address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such

currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify to the Company 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.

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

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

“Agreement Currency” has the meaning specified in Section
10.19.

“Alternative Currency” means each of Euro, Sterling, Yen and each
other currency (other than Dollars) that is approved in accordance with
Section 1.06.

“Alternative Currency Equivalent” means, at any time, with respect to
any amount denominated in Dollars, the equivalent amount thereof in the
applicable Alternative Currency as determined by the Administrative Agent at
such time on the basis of the Spot Rate (determined in respect of the most
recent Revaluation Date) for the purchase of such Alternative Currency with
Dollars.

“Applicable Foreign Obligor Documents” has the meaning specified in
Section 5.20(a).

“Applicable Percentage” means:

(a) in respect of any Loan denominated in Dollars, with respect to any Lender
at any time, the percentage (carried out to the ninth decimal place) of the
Aggregate Commitments represented by such Lender153s Commitment at such time,
subject to adjustment as provided in Section 2.17;

(b) in respect of any Loan denominated in any Alternative Currency, with
respect to any Global Revolving Credit Lender at any time, the percentage
(carried out to the ninth decimal place) of the Global Revolving Credit Facility
represented by such Global Revolving Credit Lender153s Global Revolving Credit
Commitment at such time, subject to adjustment as provided in Section
2.17; and

(c) in respect of Swing Line Borrowings or L/C Credit Extensions, with
respect to any Lender at any time, the percentage (carried out to the ninth
decimal place) of the Aggregate Commitments represented by such Lender153s
Commitment at such time, subject to adjustment as provided in Section
2.17.

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 in respect of the U.S.

Revolving Credit Facility or the Global Revolving Credit Facility, as the
case may be, shall be determined based on the Applicable Percentage of such
Lender in respect of the U.S. Revolving Credit Facility or the Global Revolving
Credit Facility, as the case may be, most recently in effect, giving effect to
any subsequent assignments. The initial Applicable Percentage of each Lender in
respect of each Facility 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, from time to time, the following percentages
per annum, based upon the Consolidated Leverage Ratio as set forth on the most
recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(a):


Applicable Rate
Pricing Level	Consolidated Leverage Ratio	Eurocurrency Rate Loans/ Letters of Credit	Base Rate Loans	Commitment Fee
1	<0.75:1	1.25%	0.25%	0.200%
2	>0.75:1 but <1.25:1	1.50%	0.50%	0.250%
3	>1.25:1 but <1.75:1	1.75%	0.75%	0.300%
4	>1.75:1	2.00%	1.00%	0.375%

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 that if a Compliance
Certificate is not delivered when due in accordance with such Section, then
Pricing Level 4 shall apply as of the first Business Day after the date on which
such Compliance Certificate was required to have been delivered and shall remain
in effect until the date on which such Compliance Certificate is delivered. For
the period from the Closing Date through the date on which the first Compliance
Certificate is delivered pursuant to Section 6.02(a), the Applicable Rate
shall be determined by reference to Pricing Level 1.

Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Rate for any period shall be subject to the
provisions of Section 2.10(b).

“Applicable Time” means, with respect to any borrowings and payments
in any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent to be
necessary for timely settlement on the relevant date in accordance with normal
banking procedures in the place of payment.

“Applicant Borrower” has the meaning specified in Section
2.14.

“Approved Foreign Bank” has the meaning specified in the definition of
“Cash Equivalent Investments”.

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

“Arrangers” means, collectively, MLPFSI and CGMI, each in its capacity
as a joint lead arranger and a joint bookrunner.

“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.

“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 E 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 Company and its Subsidiaries for the fiscal year ended November 30,
2010, and the related consolidated statements of income or operations,
shareholders153 equity and cash flows for such fiscal year of the Company 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 2.06, 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 highest of (a) the Federal Funds Rate plus 1/2 of 1%, (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,” and (c) the Eurocurrency Rate plus
1.00%. The “prime rate” is a rate set by Bank of America based upon various
factors including Bank of America153s 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 prime 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 Committed Loan” means a Committed Loan that is a Base Rate
Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base
Rate. All Base Rate Loans shall be denominated in Dollars.

“Bond Hedge” has the meaning specified in the definition of “Swap
Contract”.

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

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

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as
the context may require.

“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 Agent153s Office with
respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Dollars, any fundings, disbursements, settlements and
payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other
dealings in Dollars to be carried out pursuant to this Agreement in respect of
any such Eurocurrency Rate Loan, means any such day on which dealings in
deposits in Dollars are conducted by and between banks in the London interbank
eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in Euro, any fundings, disbursements, settlements and
payments in Euro in respect of any such Eurocurrency Rate Loan, or any other
dealings in Euro to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, means any such
day on which dealings in deposits in the relevant currency are conducted by and
between banks in the London or other applicable offshore interbank market for
such currency; and

(d) if such day relates to any fundings, disbursements, settlements and
payments in a currency other than Dollars or Euro in respect of a Eurocurrency
Rate Loan denominated in a currency other than Dollars or Euro, or any other
dealings in any currency other than Dollars or Euro to be carried out pursuant
to this Agreement in respect of any such Eurocurrency Rate Loan (other than any
interest rate settings), means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such
currency.

“CAM Exchange” means the exchange of the Lenders153 interests provided
for in Section 8.03.

“CAM Exchange Date” means the date on which any Event of Default
referred to in Section 8.01(f) shall occur or the date on which the
Company receives written notice from the Administrative Agent that any Event of
Default referred to in Section 8.01(f) has occurred.

“CAM Percentage” means, as to each Lender, a fraction, expressed as a
decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of
the Designated Obligations owed to such Lender (whether or not at the time due
and payable) immediately prior to the CAM Exchange Date and (b) the denominator
shall be the aggregate amount of the Designated Obligations owed to all the
Lenders (whether or not at the time due and payable) immediately prior to the
CAM Exchange Date.

“Cash Collateralize” means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer or the Swing Line Lender (as applicable) and the Lenders, as collateral
for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations
of Lenders to fund participations in respect of either thereof (as the context
may require), cash or deposit account balances or, if the L/C Issuer or the
Swing Line Lender benefitting from such collateral shall agree in its sole
discretion, other credit support, in each case pursuant to documentation in form
and substance satisfactory to (a) the Administrative Agent and (b) the L/C
Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a
meaning correlative to the foregoing and shall include the proceeds of such cash
collateral and other credit support.

“Cash Equivalent Investments” means any of the following types of
Investments, to the extent owned by the Company or any of its Subsidiaries free
and clear of all Liens (other than Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
having maturities of not more than 360 days from the date of acquisition
thereof; provided that the full faith and credit of the United States of
America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers153
acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized
under the laws of the United States of America, any state thereof or the
District of Columbia or is the principal banking subsidiary of a bank holding
company organized under the laws of the United States of America, any state
thereof or the District of Columbia, and is a member of the Federal Reserve
System, (ii) issues (or the parent of which issues) commercial paper rated as
described in clause (c) of this definition and (iii) has combined capital and
surplus of at least $1,000,000,000, in each case with maturities of not more
than 90 days from the date of acquisition thereof (each such commercial bank, a
“Qualified Bank“);

(c) commercial paper issued by any Person organized under the laws of any
state of the United States of America and rated at least “Prime-1” (or the then
equivalent grade) by Moody153s or at least “A-1” (or the then equivalent grade) by
S&P, in each case with maturities of not more than 270 days from the date of
acquisition thereof;

(d) Investments, classified in accordance with GAAP as current assets of the
Company or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by
financial institutions that have the highest rating obtainable from either
Moody153s or S&P, and the portfolios of which are limited solely to
Investments of the character, quality and maturity described in clauses
(a), (b) and (c) of this definition; and

(e) with respect to any Foreign Subsidiary of the Company: (i) readily
marketable obligations issued by the national government of the country in which
such Foreign Subsidiary maintains its chief executive office and principal place
of business provided such country is a member of the Organization for Economic
Cooperation and Development, in each case maturing within one year after the
date of investment therein, (ii) certificates of deposit of, bankers acceptances
of, or time deposits with, any commercial bank which is organized and existing
under the laws of the country in which such Foreign Subsidiary maintains its
chief executive office and principal place of business provided such country is
a member of the Organization for Economic Cooperation and Development, and whose
short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or from Moody153s is at least P-1 or the equivalent thereof
(any such bank being an “Approved Foreign Bank”), and in each case with
maturities of not more than 180 days from the date of acquisition and (iii) the
equivalent of demand deposit accounts which are maintained with an Approved
Foreign Bank.

“Cash Management Agreement” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or debit
card, electronic funds transfer, foreign exchange services and other cash
management arrangements.

“CGMI” means Citigroup Global Markets Inc.

“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; provided that notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection
therewith; and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or
Canadian regulatory authorities, in each case pursuant to Basel III, shall in
each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.

“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 30% or more of the equity securities of the Company
entitled to vote for members of the board of directors or equivalent governing
body of the Company 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); or

(b) during any period of twenty-four (24) consecutive months, a majority of
the members of the board of directors or other equivalent governing body of the
Company 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 clauses (ii) and (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

(c) any Person or two or more Persons acting in concert shall have acquired
by contract or otherwise a controlling influence over the management or policies
of the Company.

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

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, as to each Lender, its U.S. Revolving Credit
Commitment or its Global Revolving Credit Commitment.

“Committed Borrowing” means a (a) U.S. Revolving Credit Borrowing or
(b) Global Revolving Credit Borrowing, as applicable.

“Committed Loan” means a (a) U.S. Revolving Credit Loan or (b) Global
Revolving Credit Loan, as the context may require.

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

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

“Company Guaranty” means the Company Guaranty made by the Company in
favor of the Administrative Agent and the Lenders, substantially in the form of
Exhibit F-1.

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

“Consolidated EBITDA” means, for any period, for the Company 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 expensed by the Company and its Subsidiaries for such period, (iii)
depreciation and amortization expense, (iv) other non-recurring expenses of the
Company and its Subsidiaries reducing such Consolidated Net Income which do not
represent a cash item in such period, (v) any costs or expenses incurred
pursuant to any management equity plan or stock option plan or any other
management or employee benefit plan or agreement or any stock subscription or
shareholder agreement, to the extent that such costs or expenses are funded with
cash proceeds contributed to the capital of the Company or net cash proceeds
from the issuance of Equity Interests, (vi) non-cash expenses or charges
incurred in connection with stock-based compensation for such period, (vii)
non-cash charges or expenses incurred in connection with an impairment or
write-off of goodwill or any other intangible asset, (viii) non-cash charges
resulting from the application of FASB ASC 805, (ix) non-cash accounting
adjustments (including, purchase accounting adjustments) and the cumulative
effect of changes in accounting principles and (x) any cash litigation costs,
including judgments, orders, awards, settlements and related legal costs paid
during such period in an aggregate amount not to exceed $20,000,000 for all such
costs from and after the Closing Date and minus (b) the following to the
extent included in calculating such Consolidated Net Income: (i) Federal, state,
local and foreign income tax benefits of the Company and its Subsidiaries for
such period, (ii) all non-cash items increasing Consolidated Net Income for such
period, (iii) any cash payments made during such period in respect of any
non-cash expenses or charges described in subsection (iv), (vi)
or (vii) of clause (a) taken in a prior period and (iv) any cash
litigation or settlement payments awarded to the Company and/or any Subsidiary
thereof during such period.

“Consolidated Funded Indebtedness” means, as of any date of
determination, for the Company 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,
and less the amount then cash-collateralized on commercially reasonable and
customary terms), bankers153 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, (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 Company 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 Company or a Subsidiary is a general partner or joint venturer, unless
such Indebtedness is expressly made non-recourse to the Company or such
Subsidiary.

“Consolidated Interest Charges” means, for any period, for the Company
and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, debt discount, fees, charges and related expenses of the
Company and its Subsidiaries in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of
assets, in each case (i) to the extent treated as interest in accordance with
GAAP and (ii) paid or payable in cash during such period, and (b) the portion of
rent expense of the Company 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
(4) 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 (4) fiscal quarters most
recently ended.

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

“Consolidated Tangible Assets” means, at any time, the consolidated
tangible assets of the Company and its Subsidiaries.

“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.

“Convertible Debt Securities” means debt securities, the terms of
which provide for conversion into Equity Interests, cash or a combination
thereof.

“Covered Cash Management Agreement” means any Cash Management
Agreement that is entered into by and between any Loan Party and any Covered
Cash Management Bank.

“Covered Cash Management Bank” means any Person that, at the time it
enters into a Cash Management Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Cash Management Agreement.

“Covered Hedge Agreement” means any Swap Contract permitted under
Article VI or VII that is entered into by and between any Loan
Party and any Covered Hedge Bank.

“Covered Hedge Bank” means any Person that, at the time it enters into
a Swap Contract permitted under Article VI or VII, is a Lender or
an Affiliate of a Lender, in its capacity as a party to such Swap Contract.

“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 Eurocurrency Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Rate and any Mandatory
Cost) 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, subject to Section 2.17(b), any
Lender that, as determined by the Administrative Agent, (a) has failed to
perform any of its funding obligations hereunder, including in respect of its
Loans or participations in respect of Letters of Credit or Swing Line Loans,
within three (3) Business Days of the date required to be funded by it
hereunder, (b) has notified the Company, the Administrative Agent or any Lender
that it does not intend to comply with its funding obligations or has made a
public statement to that effect with respect to its funding obligations
hereunder or under other agreements in which it commits to extend credit, (c)
has failed, within three (3) Business Days after request by the Administrative
Agent, to confirm in a manner satisfactory to the Administrative Agent that it
will comply with its funding obligations, or (d) has, or has a direct or
indirect parent company that has, (i) become the subject of a proceeding under
any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or a custodian appointed for it,
or (iii) taken any action in furtherance of, or indicated its consent to,
approval of or acquiescence in any such proceeding or appointment;
provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority.

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

“Designated Borrower Notice” has the meaning specified in Section
2.14.

“Designated Borrower Request and Assumption Agreement” has the meaning
specified in Section 2.14.

“Designated Material Subsidiary” means any Subsidiary of the Company
designated in writing as a “Material Subsidiary” by the Company to the
Administrative Agent.

“Designated Obligations” means all obligations of the Borrowers with
respect to (a) principal of and interest on the Loans and (b) accrued and unpaid
fees under the Loan Documents.

“Disclosure Letter” means the disclosure letter dated as of the date
hereof delivered by the Borrower to Agent and the Lenders and made a part of
this Agreement.

“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.

“Dollar Equivalent” means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

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

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

“EMU” means the economic and monetary union in accordance with the
Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht
Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency.

“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 Company, 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. For purposes of clarification, (i)
Convertible Debt Securities shall not for purposes of this definition be deemed
to be a warrant, option or other right to purchase or acquire any capital stock
or other ownership or profit interest or otherwise classified as Equity
Interests and (ii) Bond Hedges shall not for purposes of this definition be
deemed to be an Equity Interest.

“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 Company 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) the withdrawal of the Company or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which such entity
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 Company 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 a
Pension Plan, or the treatment of a Pension Plan amendment as a termination,
under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of
proceedings to terminate a Pension Plan; (f) any 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; (g) the determination
that any Pension Plan is considered an at-risk plan or a plan in endangered or
critical status within the meaning of Sections 430, 431 and 432 of the Code or
Sections 303, 304 and 305 of ERISA; or (h) 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 Company or any ERISA Affiliate.

“Euro” and “EUR” mean the lawful currency of the Participating
Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Rate” means:

(a) for any Interest Period with respect to a Eurocurrency Rate Loan, the
rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or such other commercially available source
providing quotations of BBA LIBOR as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period, for deposits in
the relevant currency (for delivery on the first day of such Interest Period)
with a term equivalent to such Interest Period or (ii) if such rate is not
available at such time for any reason, the rate per annum determined by the
Administrative Agent to be the rate at which deposits in the relevant currency
for delivery on the first day of such Interest Period in Same Day Funds in the
approximate amount of the Eurocurrency 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 America153s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore interbank
market for such currency at their request at approximately 11:00 a.m. (London
time) two (2) Business Days prior to the commencement of such Interest Period;
and

(b) for any interest calculation with respect to a Base Rate Loan on any
date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m.,
London time determined two (2) Business Days prior to such date for Dollar
deposits being delivered in the London interbank market for a term of one (1)
month commencing that day or (ii) if such published rate is not available at
such time for any reason, the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the date of
determination in Same Day Funds in the approximate amount of the Base Rate Loan
being made or maintained and with a term equal to one month would be offered by
Bank of America153s London Branch to major banks in the London interbank
Eurocurrency market at their request at the date and time of determination.

“Eurocurrency Rate Loan” means a Committed Loan that bears interest at
a rate based on clause (a) of the definition of “Eurocurrency Rate”.
Eurocurrency Rate Loans may be denominated in Dollars or an Alternative
Currency. All Committed Loans denominated in an Alternative Currency must be
Eurocurrency Rate Loans.

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

“Excluded Subsidiary” means 3301 Hillview Holdings Inc., a Delaware
corporation.

“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 any 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, or with which it
otherwise has a present or former connection (other than any such connection
arising from having executed, delivered, performed its obligations, received
payment or enforced its rights or remedies under any Loan Document), (b) any
branch profits taxes imposed by the United States or any similar tax imposed by
any other jurisdiction in which such Borrower is located, (c) any backup
withholding tax that is required by the Code to be

withheld from amounts payable to a Lender that has failed to comply with
clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Company under
Section 10.13, other than any such request with respect to a Defaulting
Lender) any United States withholding tax that (i) is required to be imposed on
amounts payable to such Foreign Lender pursuant to the Laws in force at the time
such Foreign Lender becomes a party hereto (or designates a new Lending Office)
or (ii) is attributable to such Foreign Lender153s failure or inability (other
than as a result of a Change in Law) to comply with clause (B) of Section
3.01(e)(ii), 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 such Borrower with respect to
such withholding tax pursuant to Section 3.01(a)(ii) or (c) and (e) any
U.S. withholding Taxes imposed under FATCA.

“Existing Agreement” has the meaning specified in the
preliminary statements hereto.

“Existing Lenders” has the meaning specified in the preliminary
statements hereto.

“Existing Loans” has the meaning specified in the preliminary
statements hereto.

“Facility” means the U.S. Revolving Credit Facility or the Global
Revolving Credit Facility, as the context may require.

“FASB ASC” means the Accounting Standards Codification of the
Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of
this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with) and any current or
future regulations or official interpretations thereof.

“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 Letters” means collectively, the letter agreements, each dated
November 16, 2011 among (a) the Company, the Administrative Agent and MLPFSI and
(b) the Company and CGMI.

“Foreign Lender” means, with respect to any Borrower, any Lender that
is organized under the Laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes (including such a Lender when acting in
the capacity of the L/C Issuer). 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 Obligor” means a Loan Party that is a Foreign Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States or any political subdivision
thereof.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender,
(a) with respect to the L/C Issuer, such Defaulting Lender153s Applicable
Percentage of the outstanding L/C Obligations other than L/C Obligations as to
which such Defaulting Lender153s participation obligation has been reallocated to
other Lenders or Cash Collateralized in accordance with the terms hereof and (b)
with respect to the Swing Line Lender, such Defaulting Lender153s Applicable
Percentage of Swing Line Loans other than Swing Line Loans as to which such
Defaulting Lender153s participation obligation has been reallocated to other
Lenders or Cash Collateralized in accordance with the terms hereof.

“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 activities.

“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.

“Global Revolving Credit Borrowing” means a borrowing consisting of
simultaneous Global Revolving Credit Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Global Revolving Credit Lenders pursuant to Section 2.01(b).

“Global Revolving Credit Commitment” means, as to each Lender, its
obligation to (a) make Global Revolving Credit Loans to the Borrowers pursuant
to Section 2.01(b), (b) purchase participations in L/C Obligations, and
(c) purchase participations in Swing Line Loans, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender153s name on Schedule 2.01 under the caption “Global Revolving
Credit Commitment” or opposite such caption 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.

“Global Revolving Credit Facility” means, at any time, the aggregate
amount of the Global Revolving Credit Commitments of the Global Revolving Credit
Lenders at such time. As of the Closing Date, the Global Revolving Credit
Facility is $240,000,000.

“Global Revolving Credit Lender” means, at any time, any Lender that
has a Global Revolving Credit Commitment at such time.

“Global Revolving Credit Loan” has the meaning specified in
Section 2.01(b).

“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, (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.

“Guarantors” means, individually or collectively as the context may
require, the Company and/or any Subsidiary Guarantor.

“Guaranty” means, individually or collectively as the context may
require, the Company Guaranty and/or any Subsidiary Guaranty.

“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.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“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:

(a) 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;

(b) all direct or contingent obligations of such Person arising under letters
of credit (including standby and commercial), bankers153 acceptances, bank
guaranties, surety bonds and similar instruments;

(d) 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 not past due for more than sixty (60) days past the due date, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been set aside in
accordance with GAAP);

(e) 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;

(f) capital leases and Synthetic Lease Obligations;

(g) 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

(h) 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.

“Indemnitees” 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 Eurocurrency Rate Loan exceeds three (3)
months, the respective dates that fall every three (3) months after the
beginning of such Interest Period shall also be Interest Payment Dates; and (b)
as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of
each February, May, August and November and the Maturity Date.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one (1), two
(2), three (3) or six (6) months thereafter, as selected by the Company in its
Committed Loan Notice, or such other period that is twelve (12) months or less
requested by the Company and consented to by all the Lenders; provided
that:

(i) 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;

(ii) 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

(iii) 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
Indebtedness of, or purchase or other acquisition of any other Indebtedness 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, Inc. (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 Company (or any Subsidiary) or in favor
of the L/C Issuer and relating to such Letter of Credit.

“Judgment Currency” has the meaning specified in Section
10.19.

“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 Lender153s
funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage. All L/C Advances shall be denominated in Dollars.

“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 Committed Borrowing. All L/C Borrowings shall be denominated
in Dollars.

“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.

“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 1.09. 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 and, as the context requires, includes each U.S. Revolving Credit Lender,
each Global Revolving Credit Lender and the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of
such Lender described as such in such Lender153s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the
Company and the Administrative Agent.

“Letter of Credit” means any standby letter of credit issued
hereunder. Letters of Credit may only be issued in Dollars.

“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 (7)
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(h).

“Letter of Credit Sublimit” means an amount equal to $50,000,000. 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” means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each Designated Borrower
Request and Assumption Agreement, each Note, each Issuer Document, any agreement
creating or perfecting rights in Cash Collateral pursuant to the provisions of
Section 2.15 of this Agreement, the Fee Letters, and each Guaranty.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“Mandatory Cost” means, with respect to any period, the percentage
rate per annum determined in accordance with Schedule 1.01.

“Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, properties,
liabilities (actual or contingent), condition (financial or otherwise) or
prospects of the Company or the Company and its Subsidiaries taken as a whole;
(b) a material impairment of the rights or remedies of the Administrative Agent
or any Lender under any Loan Document, or 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.

“Material Foreign Subsidiary” means any Foreign Subsidiary of the
Company that is a Material Subsidiary.

“Material Subsidiary” means any Subsidiary of the Company (a) for
which (i) the Consolidated Tangible Assets of such Subsidiary and its
Subsidiaries were more than 5% of the Company153s Consolidated Tangible Assets as
of the end of the most recently completed fiscal year of the Company for which
audited financial statements are available or (ii) the consolidated revenue of
such Subsidiary and its Subsidiaries was more than 5% of the Company153s
consolidated revenue for such period; provided, however, that in
the event at any time any two or more Subsidiaries (other than Excluded
Subsidiaries) of the Company not otherwise Material

Subsidiaries pursuant to clause (i) or (ii) above, for which
(x) the Consolidated Tangible Assets of such Subsidiaries and their respective
Subsidiaries were more than 20% of the Company153s Consolidated Tangible Assets as
of the end of the most recently completed fiscal year of the Company for which
audited financial statements are available or (y) the consolidated revenue of
such Subsidiaries and their respective Subsidiaries was more than 20% of the
Company153s consolidated revenue for such period, then the Company shall designate
additional Subsidiaries as Designated Material Subsidiaries to satisfy the test
in the immediately preceding clause (x) or (y), and be included
and considered to be Material Subsidiaries and (b) that is a Designated Material
Subsidiary.

“Material Subsidiary Grace Period” has the meaning specified in
Section 6.12.

“Maturity Date” means December 19, 2016; provided,
however, that if such date is not a Business Day, the Maturity Date shall
be the next preceding Business Day.

“MLPFSI” means Merrill Lynch, Pierce Fenner & Smith Incorporated.

“Multiemployer Plan” means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five (5) plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Pension Plan which has two or more
contributing sponsors (including the Company or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section
4064 of ERISA.

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

“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, Letter of Credit, Covered Cash
Management Agreement or Covered Hedge Agreement, 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.

“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 (a) with respect to Committed Loans and
Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Committed Loans and Swing Line Loans, as the case
may be, occurring on such date; and (b) with respect to any L/C Obligations on
any date, the Dollar Equivalent amount of the aggregate outstanding 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 Borrowers of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.

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

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

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA
regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in, with respect to plan years ending
prior to the effective date of the Pension Act, Section 412 of the Code and
Section 302 of ERISA, each as in effect prior to the Pension Act and,
thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302,
303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a
Multiple Employer Plan or a Multiemployer Plan) that is maintained or is
contributed to by the Company and any ERISA Affiliate and is either covered by
Title IV of ERISA or is subject to the minimum funding standards under Section
412 of the Code.

“Permitted Exclusive License” means a license entered into in the
ordinary course of business, provided that such exclusivity is limited to (i)
geographic scope, (ii) field of use or distribution, (iii) a limited duration in
time, or (iv) customized products for a specific Person or group of Persons.

“Permitted Restrictions” means Contractual Obligations existing solely
as a result of a requirement of Law that is applicable to the Company or any
applicable Subsidiary, as well as customary and reasonable Contractual
Obligations (based on the underlying transaction that gives rise to the
Contractual Obligations) of the following types: (a) any restriction contained
in any agreement relating to (i) any Indebtedness otherwise permitted hereunder
(provided that such restrictions apply only to the Person incurring or otherwise
issuing, as well as any property or assets securing, such Indebtedness) or (ii)
any Indebtedness issued or otherwise incurred by a Subsidiary on or prior to the
date on which such Subsidiary becomes a Subsidiary of the Company in a
transaction otherwise permitted hereunder and that is not created in
contemplation of or in connection with such transaction, and in the case of
clauses (i) and (ii), any refinancing, renewal or extension of
such Indebtedness, to the extent permitted hereunder and which do not expand the
scope of such restriction; (b) provisions in joint venture agreements and other
similar agreements applicable to joint ventures entered into in the ordinary
course of business; (c) provisions restricting subletting or assignment of, or
encumbrances on, any leases governing leasehold interests of the Company or any
of its Subsidiaries entered into in the ordinary course of business; (d)
provisions restricting assignment of, or encumbrances on, any agreement or
license entered into by the Company or any Subsidiary in the ordinary course of
business; (e) provisions contained in sales agreements, purchase agreements,
acquisition agreements (including by way of merger, acquisition or
consolidation) entered into by the Company or any Subsidiary and solely to the
extent in effect pending the closing of such transaction; and (f) Contractual
Obligations substantially of the type referred to above that are in existence on
the Closing Date and identified on Schedule 7.09 to the Disclosure Letter.

“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 within the meaning of Section
3(3) of ERISA (including a Pension Plan), maintained for employees of the
Company or any ERISA Affiliate or any such Plan to which the Company or any
ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified Bank” has the meaning specified in the definition of “Cash
Equivalent Investments”.

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

“Regulation” has the meaning specified in Section 5.20(d).

“Related Parties” means, with respect to any Person, such Person153s
Affiliates and the partners, directors, officers, employees, agents, trustees
and advisors of such Person and of such Person153s Affiliates.

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

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

“Required Lenders” means, as of any date of determination, 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, Lenders holding
in the aggregate more than 50% of the Total Outstandings (with the aggregate
amount of each Lender153s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed “held” by such Lender for purposes
of this definition); provided that 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.

“Responsible Officer” means the chief executive officer, president,
chief financial officer, chief operating officer, treasurer, assistant treasurer
or controller of a Loan Party and, solely for purposes of notices given pursuant
to Article II, any other officer or employee 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 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.

“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 Company 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 Company153s stockholders, partners
or members (or the equivalent Person thereof). For purposes of clarification,
(i) a conversion of any Convertible Debt Securities (in accordance with its
terms) shall not constitute a Restricted Payment and (ii) the settlement of any
Bond Hedge (in accordance with its terms) shall not constitute a Restricted
Payment.

“Revaluation Date” means with respect to any Loan, each of the
following: (a) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (b) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section
2.02, and (c) such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require.

“Same Day Funds” means (a) with respect to disbursements and payments
in Dollars, immediately available funds, and (b) with respect to disbursements
and payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

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

“Solvent” and “Solvency” mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of the tangible
and intangible property (including goodwill) of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person153s ability to pay such debts and liabilities as they mature, (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person153s property would constitute
an unreasonably small capital, and (e) such Person is able to pay its debts and
liabilities, contingent obligations and other commitments as they mature in the
ordinary course of business. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

“Special Notice Currency” means at any time an Alternative Currency,
other than the currency of a country that is a member of the Organization for
Economic Cooperation and Development at such time located in North America or
Europe.

“Spot Rate” for a currency means the rate determined by the
Administrative Agent to be the rate quoted by the Person acting in such capacity
as the spot rate for the purchase by such Person of such currency with another
currency through its principal foreign exchange trading office at approximately
11:00 a.m. on the date two Business Days prior to the date as of which the
foreign exchange computation is made; provided that the Administrative
Agent may obtain such spot rate from another financial institution designated by
the Administrative Agent if the Person acting in such capacity does not have as
of the date of determination a spot buying rate for any such currency.

“Sterling” and “ ” mean the lawful currency of the United
Kingdom.

“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 Company.

“Subsidiary Guarantors” means each Subsidiary that has executed and
delivered to the Administrative Agent a duly executed Subsidiary Guaranty,
whether on the Closing Date or pursuant to Section 6.12, and including by
means of delivery of a supplement to a Subsidiary Guaranty.

“Subsidiary Guaranty” means the Subsidiary Guaranty made by the
Subsidiary Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit F-2.

“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 swaps 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. For
purposes of clarification, any of the foregoing that is settled (after payment
of any premium or any prepayment thereunder) through the delivery of cash or of
Equity Interests of the Borrower and is entered into in connection with any
Convertible Debt Securities, the purpose of which is to provide for an
effectively higher conversion premium (each a “Bond Hedge“) shall not for
purposes of this definition be deemed to be a Swap Contract.

“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).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant
to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section
2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing
pursuant to Section 2.04(b), which, if in writing, shall be substantially
in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a)
$10,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

“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).

“TARGET Day” means any day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such
payment system ceases to be operative, such other payment system (if any)
determined by the Administrative Agent to be a suitable replacement) is open for
the settlement of payments in Euro.

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

“Threshold Amount” means $15,000,000.

“Total Global Revolving Credit Outstandings” means (a) the aggregate
Outstanding Amount of all Global Revolving Credit Loans and (b) the aggregate
amount of all participations of the Global Revolving Lenders in respect of Swing
Line Loans and L/C Obligations.

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

“Total U.S. Revolving Credit Outstandings” means (a) the aggregate
Outstanding Amount of all U.S. Revolving Credit Loans and (b) the aggregate
amount of all participations of the U.S. Revolving Lenders in respect of Swing
Line Loans and L/C Obligations.

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

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

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

“U.S. Revolving Credit Borrowing” means a borrowing consisting of
simultaneous U.S. Revolving Credit Loans of the same Type and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
U.S. Revolving Credit Lenders pursuant to Section 2.01(a).

“U.S. Revolving Credit Commitment” means, as to each Lender, its
obligation to (a) make U.S. Revolving Credit Loans to the Borrowers pursuant to
Section 2.01(a), (b) purchase participations in L/C Obligations, and (c)
purchase participations in Swing Line Loans, in an aggregate principal amount at
any one time outstanding not to exceed the amount set forth opposite such
Lender153s name on Schedule 2.01 under the caption “U.S. Revolving Credit
Commitment” or opposite such caption 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.

“U.S. Revolving Credit Facility” means, at any time, the aggregate
amount of the U.S. Revolving Credit Commitments of the U.S. Revolving Credit
Lenders at such time. As of the Closing Date, the U.S. Revolving Credit Facility
is $10,000,000.

“U.S. Revolving Credit Lender” means, at any time, any Lender that has
a U.S. Revolving Credit Commitment at such time.

“U.S. Revolving Credit Loan” has the meaning specified in Section
2.01(a).

“Yen” and “ ¥” mean the lawful currency of Japan.

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 Person153s successors and assigns, (iii) the words
“hereto“, “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.

(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. Notwithstanding the foregoing, for purposes of
determining compliance with any covenant (including the computation of any
financial covenant) contained herein, Indebtedness of the Company and its
Subsidiaries shall be deemed to be carried at 100% of the outstanding principal
amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial
liabilities shall be disregarded.

(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 Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company 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 Company 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.

(c) Consolidation of Variable Interest Entities. All references herein
to consolidated financial statements of the Company and its Subsidiaries or to
the determination of any amount for the Company and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Company is required to
consolidate pursuant to FASB ASC 810 as if such variable interest entity were a
Subsidiary as defined herein.

1.04 Rounding. Any financial ratios required to be
maintained by the Company 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 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent shall determine the Spot Rates as of each
Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit
Extensions and Outstanding Amounts denominated in Alternative Currencies. Such
Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies
until the next Revaluation Date to occur. Except for purposes of financial
statements delivered by Loan Parties hereunder or calculating financial
covenants hereunder or except as otherwise provided herein, the applicable
amount of any currency (other than Dollars) for purposes of the Loan Documents
shall be such Dollar Equivalent amount as so determined by the Administrative
Agent.

(b) Wherever in this Agreement in connection with a Committed Borrowing or
conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such
Committed Borrowing or Eurocurrency Rate Loan is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent.

1.06 Additional Alternative Currencies.

(a) The Company may from time to time request that Eurocurrency Rate Loans be
made under the Global Revolving Credit Facility in a currency other than those
specifically listed in the definition of “Alternative Currency”; provided
that such requested currency is a lawful currency (other than Dollars) that is
readily available and freely transferable and convertible into Dollars. In the
case of any such request with respect to the making of Eurocurrency Rate Loans,
such request shall be subject to the approval of the Administrative Agent and
the Lenders under the Global Revolving Credit Facility.

(b) Any such request shall be made to the Administrative Agent not later than
11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit
Extension. In the case of any such request pertaining to Eurocurrency Rate
Loans, the Administrative Agent shall promptly notify each Lender under the
Global Revolving Credit Facility thereof. Each such Lender shall notify the
Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after
receipt of such request whether it consents, in its sole discretion, to the
making of Eurocurrency Rate Loans in such requested currency.

(c) Any failure by a Lender under the Global Revolving Credit Facility to
respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender to permit Eurocurrency
Rate Loans to be made in such requested currency. If the Administrative Agent
and all the Lenders under the Global Revolving Credit Facility consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail to
obtain consent to any request for an additional currency under this Section
1.06, the Administrative Agent shall promptly so notify the Company.

1.07 Change of Currency.

(a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as

its lawful currency; provided that if any Committed Borrowing in the
currency of such member state is outstanding immediately prior to such date,
such replacement shall take effect, with respect to such Committed Borrowing, at
the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect a change in currency of any other country
and any relevant market conventions or practices relating to the change in
currency.

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

1.09 Letter of Credit Amounts. Unless otherwise specified
herein, the amount of a Letter of Credit at any time shall be deemed to be the
Dollar Equivalent of 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 Dollar Equivalent of
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 Committed Loans. Subject to the terms and conditions
set forth herein, (a) each U.S. Revolving Credit Lender severally agrees to make
loans (each such loan, a “U.S. Revolving Credit Loan“) to the Borrowers
in Dollars, 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 U.S. Revolving Credit Lender153s U.S. Revolving Credit Commitment; and (b)
each Global Revolving Credit Lender severally agrees to make loans (each such
loan, a “Global Revolving Credit Loan“) to the Borrowers in Dollars or in
one or more Alternative Currencies, 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 Global Revolving Credit Lender153s Global Revolving
Credit Commitment; provided that, after giving effect to any Committed
Borrowing: (i)(A) the Total U.S. Revolving Credit Outstandings shall not exceed
the U.S. Revolving Credit Facility and (B) the Total Global Revolving Credit
Outstandings shall not exceed the Global Revolving Credit Facility; and (ii)(A)
the aggregate Outstanding Amount of the U.S. Revolving Credit Loans of any U.S.
Revolving Credit Lender, plus such U.S. Revolving Credit Lender153s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans and L/C Obligations
shall not exceed such U.S. Revolving Credit Lender153s U.S. Revolving Credit
Commitment; and (B) the aggregate Outstanding Amount of the Global Revolving
Credit Loans of any Global Revolving Credit Lender, plus such Global Revolving
Credit Lender153s Applicable Percentage of

the Outstanding Amount of all Swing Line Loans and L/C Obligations shall not
exceed such Global Revolving Credit Lender153s Global Revolving Credit Commitment.
Within the limits of each Lender153s Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this Section 2.01,
prepay under Section 2.05, and reborrow under this Section 2.01.
Committed Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further
provided herein. Notwithstanding anything to the contrary contained herein, with
respect to each Committed Borrowing consisting of Loans designated in Dollars,
the Borrower shall, in accordance with Section 2.02, request that such
Committed Borrowing be drawn ratably from each of the U.S. Revolving Credit
Facility and the Global Revolving Credit Facility, based upon the percentage of
the Aggregate Commitments represented by the U.S. Revolving Credit Facility and
the Global Revolving Credit Facility, respectively.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be
made upon the Company153s 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 (3) Business Days prior
to the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans denominated in Dollars or of any conversion of
Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans,
(ii) four (4) Business Days (or five (5) Business Days in the case of a Special
Notice Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the
requested date of any Borrowing of Base Rate Committed Loans; provided,
however, that if the Company wishes to request Eurocurrency Rate Loans
having an Interest Period other than one (1), two (2), three (3) or six (6)
months in duration as provided in the definition of “Interest Period,” the
applicable notice must be received by the Administrative Agent not later than
11:00 a.m. (i) four (4) Business Days prior to the requested date of such
Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in
Dollars or (ii) five (5) Business Days (or six (6) Business days in the case of
a Special Notice Currency) prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies, whereupon the Administrative Agent shall give prompt notice to the
Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 a.m., (i) three (3) Business
Days before the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars or (ii) four (4) Business Days
(or five (5) Business days in the case of a Special Notice Currency) prior to
the requested date of such Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, the Administrative Agent shall notify the
Company (which notice may be by telephone) whether or not the requested Interest
Period has been consented to by all the Lenders. Each telephonic notice by the
Company pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Company. Each
Borrowing of, conversion to or continuation of Eurocurrency 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(c), each
Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each

Committed Loan Notice (whether telephonic or written) shall specify (i)
whether the Company is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurocurrency
Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (v) if applicable, the duration of the Interest Period with
respect thereto, (vi) the currency of the Committed Loans to be borrowed, (vii)
if applicable, the Designated Borrower and (viii) if the Committed Loans are to
be borrowed in Dollars, that such Committed Loan shall be drawn ratably from
each of the U.S. Revolving Credit Facility and the Global Revolving Credit
Facility. If the Company fails to specify a currency in a Committed Loan Notice
requesting a Borrowing, then the Committed Loans so requested shall be made in
Dollars. If the Company fails to specify a Type of Committed Loan in a Committed
Loan Notice or if the Company fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made
as, or converted to, Base Rate Loans; provided that in the case of a
failure to timely request a continuation of Committed Loans denominated in an
Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans
in their original currency with an Interest Period of one month. Any 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 Eurocurrency Rate
Loans. If the Company requests a Borrowing of, conversion to, or continuation of
Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one (1) month. No Committed Loan may be converted into or continued as a
Committed Loan denominated in a different currency, but instead must be prepaid
in the original currency of such Committed Loan and reborrowed in the other
currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans or continuation of Committed Loans denominated in a currency other than
Dollars, in each case as described in the preceding clause. In the case
of a Committed Borrowing, each Lender shall make the amount of its Committed
Loan available to the Administrative Agent in Same Day Funds at the
Administrative Agent153s Office for the applicable currency not later than 1:00
p.m., in the case of any Committed Loan denominated in Dollars, and not later
than the Applicable Time specified by the Administrative Agent in the case of
any Committed Loan in an Alternative Currency, in each case on the Business Day
specified in the applicable Committed Loan Notice; provided that each
Lender may, at its option, make the amount of its Committed Loans available to
any Designated Borrower that is a Foreign Obligor by causing any foreign or
domestic branch or Affiliate of such Lender to make such Committed Loans;
provided further that any exercise of such option to use any such
foreign or domestic branch or Affiliate of such Lender to make such Committed
Loans shall not affect the obligation of such Designated Borrower to repay such
Loans in accordance with the terms of this Agreement. 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 Company or the other
applicable Borrower in like funds as received by the Administrative Agent either
by (i) crediting the account of such 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 Company; provided,
however, that if, on the date the Committed Loan Notice with respect to
such Borrowing denominated in Dollars is given by the Company, 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 applicable Borrower as provided
above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or any Alternative Currency) without the consent of the Required Lenders
and the Required Lenders may demand that any or all of the then outstanding
Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or
redenominated into Dollars in the amount of the Dollar Equivalent thereof, on
the last day of the then current Interest Period with respect thereto.

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

(e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten (10) Interest Periods
in effect with respect to Committed 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 denominated in Dollars for the account of the Company or its
Subsidiaries or any other Borrower, and to amend or extend Letters of Credit
previously issued by it, in accordance with clause (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 Company or its
Subsidiaries or any other Borrower and any drawings thereunder; provided
that, after giving effect to any L/C Credit Extension with respect to any Letter
of Credit, (v) the Total Outstandings shall not exceed the Aggregate
Commitments, (w) the Total U.S. Revolving Credit Outstandings shall not exceed
the U.S. Revolving Credit Facility at such time, (x) the Total Global Revolving
Credit Outstandings shall not exceed the Global Revolving Credit Facility at
such time, (y) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender153s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender153s Applicable Percentage
of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender153s

Commitment and (z) the Outstanding Amount of the L/C Obligations shall not
exceed the Letter of Credit Sublimit. Each request by a Borrower for the
issuance or amendment of a Letter of Credit shall be deemed to be a
representation by such 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,
each Borrower153s ability to obtain Letters of Credit shall be fully revolving,
and accordingly such 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.

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

(A) subject to Section 2.03(b)(iii), the expiry date of the 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 the 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;

(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) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has
entered into arrangements, including the delivery of Cash Collateral,
satisfactory to the L/C Issuer (in its sole discretion) with the applicable
Borrower or such Lender to eliminate the L/C Issuer153s actual or potential
Fronting Exposure

(after giving effect to Section 2.18(a)(iv)) with respect to the
Defaulting Lender arising from either the Letter of Credit then proposed to be
issued or that Letter of Credit and all other L/C Obligations as to which the
L/C Issuer has actual or potential Fronting Exposure, as it may elect in its
sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder.

(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;
Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be,
upon the request of any 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 such 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 (2) 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; (G) the purpose and nature of the requested Letter of Credit; and
(H) 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 (1)
the Letter of Credit to be

amended; (2) the proposed date of amendment thereof (which shall be a
Business Day); (3) the nature of the proposed amendment; and (4) such other
matters as the L/C Issuer may require. Additionally, the applicable 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.

(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 applicable 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 (1) 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 Company or the
applicable Subsidiaries or any other Borrower or enter into the applicable
amendment, as the case may be, in each case in accordance with the L/C Issuer153s
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 Lender153s
Applicable Percentage times the amount of such Letter of Credit.

(iii) If the applicable Borrower so requests in any applicable Letter of
Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a
Letter of Credit that has automatic extension provisions (each, an
“Auto-Extension Letter of Credit“); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date“) in each
such twelve-month period to be agreed upon at the time such Letter of Credit is
issued. Unless otherwise directed by the L/C Issuer, the applicable Borrower
shall not be required to make a specific request to the L/C Issuer for any such
extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders
shall be deemed to have authorized (but may not require) the L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has determined
that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms
hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received notice (which may
be by telephone or in writing) on or before the day that is seven Business Days
before the Non-Extension Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the applicable Borrower that one or more of
the conditions specified in Section 4.02 is not then satisfied, and in
each such case directing the L/C Issuer not to permit such extension.

(iv) 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 applicable Borrower
and the Administrative Agent a true and complete copy of such Letter of Credit
or amendment.

(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
applicable 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 applicable Borrower shall reimburse the
L/C Issuer through the Administrative Agent in an amount equal to the amount of
such drawing. If the applicable 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 Lender153s Applicable Percentage thereof. In
such event, the Company shall be deemed to have requested a Committed 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
Committed 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.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available (and the Administrative Agent may apply Cash Collateral
provided for this purpose) for the account of the L/C Issuer, in Dollars, at the
Administrative Agent153s Office for Dollar denominated payments 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 Committed
Loan to the applicable Borrower in such amount. The Administrative Agent shall
remit the funds so received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by
a Committed Borrowing of Base Rate Loans because the conditions set forth in
Section 4.02 cannot be satisfied or for any other reason, the applicable
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 Lender153s 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 Committed 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 Lender153s Applicable
Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Lender153s obligation to make Committed 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 Company, any other Loan Party, any Subsidiary 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 Lender153s
obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery
by the Company of a Committed Loan Notice). No such making of an L/C Advance
shall relieve or otherwise impair the obligation of any 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.

(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), then, without limiting the other
provisions of this Agreement, 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 applicable Overnight Rate from time to time in
effect, 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 Lender153s Committed Loan included in the relevant Committed
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 Lender153s 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
applicable 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 applicable Overnight
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 Borrowers 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:

(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 Company, any other Loan Party or any of their respective Subsidiaries
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, any Borrower or any of
their respective Subsidiaries.

The applicable 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 such Borrower153s instructions or other
irregularity, such Borrower will immediately notify the L/C Issuer. The
applicable 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 each 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 Borrowers hereby assume all risks of the acts or omissions
of any beneficiary or transferee with respect to their use of any Letter of
Credit; provided, however, that this assumption is not intended
to, and shall not, preclude the Borrowers153 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 Borrowers may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrowers, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrowers which the Borrowers prove were caused by the L/C
Issuer153s willful misconduct or gross negligence or the L/C Issuer153s 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.

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C
Issuer and the Company when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the ISP
shall apply to each Letter of Credit.

(h) Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the “Letter of Credit
Fee“) for each Letter of Credit equal to the Applicable Rate times
the Dollar Equivalent of the daily amount available to be drawn under such
Letter of Credit; provided that any Letter of Credit Fees otherwise
payable for the account of a Defaulting Lender with respect to any Letter of
Credit as to which such Defaulting Lender has not provided

Cash Collateral satisfactory to the L/C Issuer pursuant to this Section
2.03 shall be payable, to the maximum extent permitted by applicable Law, to
the other Lenders in accordance with the upward adjustments in their respective
Applicable Percentages allocable to such Letter of Credit pursuant to
Section 2.17(a)(iv), with the balance of such fee, if any, payable to the
L/C Issuer for its own account. 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 1.09. Letter of
Credit Fees shall be (i) due and payable on the first Business Day after the end
of each February, May, August and November, 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.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own account
a fronting fee with respect to each Letter of Credit, at a rate per annum equal
to 0.125%, computed on the Dollar Equivalent of 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
February, May, August and November 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 1.09. In addition, the Company shall pay directly to the L/C
Issuer for its own account, in Dollars, 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.

(j) 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.

(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be
obligated to reimburse the L/C Issuer hereunder for any and all drawings under
such Letter of Credit. The Company hereby acknowledges that the issuance of
Letters of Credit for the account of Subsidiaries inures to the benefit of the
Company, and that the Company153s business derives substantial benefits from the
businesses of such Subsidiaries.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees, in reliance upon the agreements of the
other Lenders set forth in this Section 2.04, to make loans in Dollars
(each such loan, a “Swing Line Loan“) to the Company

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 the Swing
Line Sublimit, notwithstanding the fact that such Swing Line Loans, when
aggregated with the Applicable Percentage of the Outstanding Amount of Committed
Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed
the amount of such Lender153s Commitment; provided that after giving effect
to any Swing Line Loan, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, (ii) the Total U.S. Revolving Credit Outstandings shall
not exceed the U.S. Revolving Credit Facility at such time, (iii) the Total
Global Revolving Credit Outstandings shall not exceed the Global Revolving
Credit Facility at such time, (iv) the aggregate Outstanding Amount of all Swing
Line Loans shall not exceed the Swing Line Sublimit, and (v) the aggregate
Outstanding Amount of the Committed Loans of any Lender, plus such Lender153s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus
such Lender153s Applicable Percentage of the Outstanding Amount of all Swing Line
Loans shall not exceed such Lender153s Commitment, and provided,
further, that the Company shall not use the proceeds of any Swing Line
Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits,
and subject to the other terms and conditions hereof, the Company may borrow
under this Section 2.04, prepay under Section 2.05, and reborrow
under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan.
Immediately upon the making of a Swing Line Loan, each Lender shall be deemed
to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount
equal to the product of such Lender153s Applicable Percentage times the
amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Company153s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $100,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the first proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions
specified in Article IV is not then satisfied, then, subject to the terms
and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on
the borrowing date specified in such Swing Line Loan Notice, make the amount of
its Swing Line Loan available to the Company at its office by crediting the
account of the Company on the books of the Swing Line Lender in Same Day Funds.

(i) The Swing Line Lender at any time in its sole discretion may request, on
behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender
to so request on its behalf), that each Lender make a Base Rate Committed Loan
in an amount equal to such Lender153s Applicable Percentage of the amount of Swing
Line Loans then outstanding. Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Base Rate Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section 4.02. The Swing Line
Lender shall furnish the Company with a copy of the applicable Committed Loan
Notice promptly after delivering such notice to the Administrative Agent. Each
Lender shall make an amount equal to its Applicable Percentage of the amount
specified in such Committed Loan Notice available to the Administrative Agent in
Same Day Funds in Dollars (and the Administrative Agent may apply Cash
Collateral available with respect to the applicable Swing Line Loan), for the
account of the Swing Line Lender at the Administrative Agent153s Office for
Dollar-denominated payments not later than 1:00 p.m. on the day specified in
such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Committed Loan to the Company in such amount. The Administrative Agent
shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Committed Borrowing in accordance with Section 2.04(c)(i), the request
for Base Rate Committed Loans submitted by the Swing Line Lender as set forth
herein shall be deemed to be a request by the Swing Line Lender that each of the
Lenders fund its risk participation in the relevant Swing Line Loan and each
Lender153s payment to the Administrative Agent for the account of the Swing Line
Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect
of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for
the account of the Swing Line Lender any amount required to be paid by such
Lender pursuant to the foregoing provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i), the Swing Line Lender 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 Swing Line Lender at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or
similar fees customarily charged by the Swing Line Lender in connection with the
foregoing. If such Lender pays such amount (with interest and fees as
aforesaid), the amount so paid shall constitute such Lender153s Committed Loan
included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be. A certificate of the Swing Line
Lender submitted to any Lender (through the Administrative Agent) with respect
to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.

(iv) Each Lender153s obligation to make Committed Loans or to purchase and fund
risk participations in Swing Line Loans pursuant to this Section 2.04(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 Swing Line Lender, the Company 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 Lender153s
obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section 4.02. No such funding of
risk participations shall relieve or otherwise impair the obligation of the
Company to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk
participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will
distribute to such Lender its Applicable Percentage thereof in the same funds as
those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal
or interest on any Swing Line Loan is required to be returned by the Swing Line
Lender under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Lender shall pay to the Swing Line Lender 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, at a rate per
annum equal to the applicable Overnight Rate. The Administrative Agent will make
such demand upon the request of the Swing Line Lender. The obligations of the
Lenders under this clause shall survive the payment in full of the Obligations
and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Company for interest on the Swing Line
Loans. Until each Lender funds its Base Rate Committed Loan or risk
participation pursuant to this Section 2.04 to refinance such Lender153s
Applicable Percentage of any Swing Line Loan, interest in respect of such
Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

2.05 Prepayments.

(a) Each Borrower may, upon notice from the Company to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed 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 (3) Business Days prior to any date of prepayment of Eurocurrency Rate
Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the
case of prepayment of Loans denominated in Special Notice Currencies) prior to
any date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies and (C) on the date of prepayment of Base Rate Committed Loans; (ii)
any prepayment of Eurocurrency Rate

Loans denominated in Dollars shall be in a minimum principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof, (iii) any
prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies
shall be in a minimum principal amount of the Alternative Currency Equivalent of
$5,000,000 or a whole multiple of the Alternative Currency Equivalent of
$1,000,000 in excess thereof and (iv) any prepayment of Base Rate Committed
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 Committed Loans to be prepaid and, if Eurocurrency
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 Lender153s ratable portion of such
prepayment (based on such Lender153s Applicable Percentage in respect of the
currency of the Committed Loans being prepaid). If such notice is given by the
Company, the applicable 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 Eurocurrency Rate Loan shall be accompanied by all
accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05. Subject to Section 2.17, each
such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.

(b) The Company may, upon notice to the Swing Line Lender (with a copy to the
Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided
that (i) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and
(ii) any such prepayment shall be in a minimum principal amount of $100,000.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.

(c) If for any reason the Total Outstandings at any time exceed an amount
equal to 105% of the Aggregate Commitments then in effect, then within two (2)
Business Days after receipt of notice thereof, the Borrowers shall prepay Loans
and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate
amount sufficient to reduce such Outstanding Amount as of such date of payment
to an amount not to exceed 100% of the Aggregate Commitments then in effect;
provided that the Company shall not be required to Cash Collateralize the
L/C Obligations pursuant to this Section 2.05(c) unless after the
prepayment in full of the Loans, the Total Outstandings exceed the Aggregate
Commitments then in effect.

(d) If for any reason the Outstanding Amount of Loans denominated in any
Alternative Currency under the Global Revolving Credit Facility at any time
exceeds an amount equal to 105% of the Global Revolving Credit Facility then in
effect, then, within two (2) Business Days after receipt of notice thereof, the
Borrowers shall prepay Global Revolving Credit Loans and/or the Company shall
Cash Collateralize the L/C Obligations in an aggregate amount sufficient to
reduce such Outstanding Amount as of such date of payment to an amount not to
exceed 100% of the Global Revolving Credit Facility then in effect;
provided that the Company shall not be required to Cash Collateralize the
L/C Obligations pursuant to this Section 2.05(d) unless after the
prepayment in full of the Global Revolving Credit Loans, the Total

Global Revolving Credit Outstandings exceed the Global Revolving Credit
Commitments then in effect.

2.06 Termination or Reduction of Commitments. The Company
may, upon notice to the Administrative Agent, terminate the U.S. Revolving
Credit Facility or the Global Revolving Credit Facility, or from time to time
permanently reduce the U.S. Revolving Credit Facility or the Global Revolving
Credit Facility; provided that (i) any such notice shall be received by
the Administrative Agent not later than 11:00 a.m. five (5) 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) (A) if, after giving effect to any reduction of the U.S.
Revolving Credit Facility and to any concurrent prepayments hereunder, the Total
U.S. Revolving Credit Outstandings exceed the U.S. Revolving Credit Facility,
(B) if, after giving effect to any reduction of the Global Revolving Credit
Facility and to any concurrent prepayments hereunder the Total Global Revolving
Credit Outstandings exceed the Global Revolving Credit Facility, (C) if, after
giving effect to any reduction of the Letter of Credit Sublimit, the Outstanding
Amount of L/C Obligations not fully Cash Collateralized hereunder exceeds the
Letter of Credit Sublimit or (D) if, after giving effect to any reduction of the
Swing Line Sublimit and to any concurrent prepayments hereunder, the Outstanding
Amount of Swing Line Loans exceed the Swing Line Sublimit, such U.S. Revolving
Credit Facility, Global Revolving Credit Facility, Letter of Credit Sublimit
and/or Swing Line Sublimit, as applicable, shall be automatically reduced
proportionally by the amount of such excess. The Administrative Agent will
promptly notify the Lenders of any such notice of termination or reduction.
Except as otherwise set forth above, the amount of any such U.S. Revolving
Credit Commitment and/or Global Revolving Credit Commitment reduction shall not
be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless
otherwise specified by the Company. Any reduction of the U.S. Revolving Credit
Facility shall be applied to the U.S. Revolving Credit Commitment of each U.S.
Revolving Credit Lender according to its Applicable Percentage. Any reduction of
the Global Revolving Credit Facility shall be applied to the Global Revolving
Credit Commitment of each Global Revolving Credit Lender according to its
Applicable Percentage. All fees accrued until the effective date of any
termination of the Aggregate Commitments, the U.S. Revolving Credit Commitments
and/or the Global Revolving Credit Commitments shall be paid on the effective
date of such termination.

2.07 Repayment of Loans.

(a) Each Borrower shall repay to (i) the U.S. Revolving Credit Lenders on the
Maturity Date the aggregate principal amount of all U.S. Revolving Credit Loans
made to such Borrower outstanding on such date and (ii) the Global Revolving
Credit Lenders on the Maturity Date the aggregate principal amount of all Global
Revolving Credit Loans made to such Borrower outstanding on such date.

(b) The Company shall repay each Swing Line Loan on the earlier to occur of
(i) the date ten (10) Business Days after such Loan is made and (ii) the
Maturity Date.

2.08 Interest.

(a) Subject to the provisions of clause (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate plus (in
the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; (ii) each Base Rate Committed 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; and (iii) each Swing
Line 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 for Base Rate Loans.

(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 any 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.

(iii) Upon the request of the Required Lenders, while any Event of Default
exists, the Borrowers 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.

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

(a) Commitment Fee. The Company shall pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a
commitment fee, in Dollars, equal to the Applicable Rate times the actual
daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations, subject to adjustment as provided in Section 2.17. 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 February, May, August
and November, 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 Company shall pay to the Arrangers and the
Administrative Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Fee Letters. Such fees shall be fully
earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Company shall pay to the Lenders, in Dollars, 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.

2.10 Computation of Interest and Fees; Retroactive Adjustments of
Applicable Rate. All computations of interest for Base Rate Loans 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) or, in the case of interest in respect of Committed Loans
denominated in Alternative Currencies as to which market practice differs from
the foregoing, in accordance with such market practice. 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 2.12(a), bear interest for one (1) 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.

(b) If, as a result of any restatement of or other adjustment to the
financial statements of the Company or for any other reason, the Company or the
Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the
Company as of any applicable date was inaccurate and (ii) a proper calculation
of the Consolidated Leverage Ratio would have resulted in higher pricing for
such period, each Borrower shall immediately and retroactively be obligated to
pay to the Administrative Agent for the account of the applicable Lenders or the
L/C Issuer, as the case may be, promptly on demand by the Administrative Agent
(or, after the occurrence of an actual or deemed entry of an order for relief
with respect to any Borrower under any Debtor Relief Law, automatically and
without further action by the Administrative Agent, any Lender or the L/C
Issuer), an amount equal to the excess of the amount of interest and fees that
should have been paid for such period over the amount of interest and fees
actually paid for such period. This clause (b) shall not limit the rights
of the Administrative Agent, any Lender or the L/C Issuer, as the case may be,
under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article VIII. The Borrowers153 obligations under this paragraph shall
survive the termination of the Aggregate Commitments and the repayment of all
other Obligations hereunder.

2.11 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
Borrowers 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 Borrowers 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 to a Borrower made through the Administrative Agent, such Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note,
which shall evidence such Lender153s Loans to such Borrower in addition to such
accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount, currency and maturity of its
Loans and payments with respect thereto.

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

2.12 Payments Generally; Administrative Agent153s Clawback.

(a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein and except with respect to
principal of and interest on Loans denominated in an Alternative Currency, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
Administrative Agent153s Office in Dollars and in Same Day Funds not later than
2:00 p.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent153s Office in such
Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require
that any payments due under this Agreement be made in the United States. If, for
any reason, any Borrower is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, such Borrower shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. 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 Lender153s Lending
Office. All payments received by

the Administrative Agent (i) after 2:00 p.m., in the case of payments in
Dollars, or (ii) after the Applicable Time specified by the Administrative Agent
in the case of payments in an Alternative Currency, shall in each case 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 any 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.

(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 Committed Borrowing of Eurocurrency Rate Loans (or,
in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon
on the date of such Committed Borrowing) that such Lender will not make
available to the Administrative Agent such Lender153s share of such Committed
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 Committed 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
applicable Borrower a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the applicable Borrower
severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in Same Day Funds with interest thereon, for each day from
and including the date such amount is made available to such 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 Overnight Rate 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 such Borrower, the interest rate applicable to Base Rate
Loans. If such 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 such Borrower the amount of such interest paid by
such Borrower for such period. If such Lender pays its share of the applicable
Committed Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender153s Committed Loan included in such Committed Borrowing.
Any payment by such Borrower shall be without prejudice to any claim such
Borrower may have against a Lender that shall have failed to make such payment
to the Administrative Agent.

(ii) Payments by Borrowers; Presumptions by Administrative Agent.
Unless the Administrative Agent shall have received notice from a 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 such Borrower will not
make such payment, the Administrative Agent may assume that such 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 such 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 Same Day 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 Overnight Rate.

A notice of the Administrative Agent to any Lender or any Borrower with
respect to any amount owing under this clause (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 to any Borrower as provided in the foregoing provisions of this
Article II, and such funds are not made available to such 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.

(d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c)
are several and not joint. The failure of any Lender to make any Committed 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 Committed 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.

2.13 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 Committed Loans made by
it, or the participations in L/C Obligations or in Swing Line Loans held by it
resulting in such Lender153s receiving payment of a proportion of the aggregate
amount of such Committed Loans or participations and accrued interest thereon
greater than its pro rata 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 Committed Loans and subparticipations in L/C Obligations and Swing Line
Loans 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 Committed 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 or on behalf of the Borrower pursuant to and in accordance
with the express terms of this Agreement (including the application of funds
arising from the existence of a Defaulting Lender), (y) the application of Cash
Collateral provided for in Section 2.17, or (z) any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Committed Loans or subparticipations in L/C Obligations or Swing Line
Loans to any assignee or participant, other than an assignment to the Borrower
or any Subsidiary thereof (as to which the provisions of this Section shall
apply).

Each Loan Party 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 such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

2.14 Designated Borrowers.

(a) Effective as of the date hereof, TIBCO International Holdings BV shall be
a “Designated Borrower” hereunder and may receive Loans for its account
on the terms and conditions set forth in this Agreement.

(b) The Company may at any time, upon not less than 15 days153 notice from the
Company to the Administrative Agent (or such shorter period as may be agreed by
the Administrative Agent in its sole discretion), designate any Material
Subsidiary (other than an Excluded Subsidiary) of the Company (an “Applicant
Borrower“) as a Designated Borrower to receive Loans hereunder by delivering
to the Administrative Agent (which shall promptly deliver counterparts thereof
to each Lender) a duly executed notice and agreement in substantially the form
of Exhibit H (a “Designated Borrower Request and Assumption
Agreement“). The parties hereto acknowledge and agree that prior to any
Applicant Borrower becoming entitled to utilize the credit facilities provided
for herein, the Administrative Agent and the Lenders shall have received such
supporting resolutions, incumbency certificates, opinions of counsel and other
documents of the types referred to in clauses (iii), (iv),
(v) and (vi) of Section 4.01(a), in form, content and scope
reasonably satisfactory to the Administrative Agent, as may be required by the
Administrative Agent or the Lenders in their sole discretion, and Notes signed
by such new Borrowers to the extent any Lender so requires. If the
Administrative Agent and each of the Lenders agree that an Applicant Borrower
shall be entitled to receive Loans hereunder, then promptly following receipt of
all such requested resolutions, incumbency certificates, opinions of counsel and
other documents of the types referred to in clauses (iii), (iv),
(v) and (vi) of Section 4.01(a), the Administrative Agent
shall send a notice in substantially the form of Exhibit I (a
“Designated Borrower Notice“) to the Company and each of the Lenders
specifying the effective date upon which the Applicant Borrower shall constitute
a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees
to permit such Designated Borrower to receive Loans hereunder, on the terms and
conditions set forth herein, and each of the parties agrees that such Designated
Borrower otherwise shall be a Borrower for all purposes of this Agreement;
provided that no Committed Loan Notice or Letter of Credit Application
may be submitted by or

on behalf of such Designated Borrower until the date five (5) Business Days
after such effective date.

(c) The Obligations of the Company and each Designated Borrower that is a
Domestic Subsidiary shall be joint and several in nature. The Obligations of all
Designated Borrowers that are Foreign Subsidiaries shall be several in nature.

(d) Each Subsidiary of the Company that is or becomes a “Designated Borrower”
pursuant to this Section 2.14 hereby irrevocably appoints the Company as
its agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices, (ii) the execution
and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any Loans
made by the Lenders to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all Borrowers, or by
each Borrower acting singly, shall be valid and effective if given or taken only
by the Company, whether or not any such other Borrower joins therein. Any
notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this
Agreement shall be deemed to have been delivered to each Designated Borrower.

(e) The Company may from time to time, upon not less than 15 days153 notice
from the Company to the Administrative Agent (or such shorter period as may be
agreed by the Administrative Agent in its sole discretion), terminate a
Designated Borrower153s status as such; provided that there are no outstanding
Loans payable by such Designated Borrower, or other amounts payable by such
Designated Borrower on account of any Loans made to it, as of the effective date
of such termination. The Administrative Agent will promptly notify the Lenders
of any such termination of a Designated Borrower153s status.

2.15 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 Company may from time to time, request an increase in the Aggregate
Commitments by an amount (for all such requests) not exceeding $100,000,000;
provided that any such request for an increase shall be in a minimum
amount of $25,000,000 or any whole multiple of $10,000,000 in excess thereof. At
the time of sending such notice, the Company (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond (which shall in no event be less than ten Business Days
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 Company and each Lender of the Lenders153
responses to each request made

hereunder. To achieve the full amount of a requested increase and subject to
the approval of the Administrative Agent, the L/C Issuer and the Swing Line
Lender (which approvals shall not be unreasonably withheld), the Company 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.

(d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the “Increase Effective
Date“) and the final allocation of such increase. The Administrative Agent
shall promptly notify the Company 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 Company 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 (x) certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (y) in the case of the Company,
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 2.15, the representations
and warranties contained in clauses (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 Company shall prepay any Committed
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 Committed Loans ratable with any revised Applicable Percentages
arising from any nonratable increase in the Commitments under this Section.

(f) Conflicting Provisions. This Section shall supersede any
provisions in Sections 2.13 or 10.01 to the contrary.

2.16 Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the
Administrative Agent or the L/C Issuer, (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 Company shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations. At any time that there shall exist a Defaulting Lender,
immediately upon the request of the Administrative Agent, the L/C Issuer or the
Swing Line Lender, the Company shall deliver to the Administrative Agent Cash
Collateral in an amount sufficient to cover all Fronting Exposure (after giving
effect to Section 2.17(a)(iv) and any Cash Collateral provided by the
Defaulting Lender).

(b) Grant of Security Interest. All Cash Collateral (other than credit
support not constituting funds subject to deposit) shall be maintained in
blocked, non-interest bearing deposit

accounts at Bank of America. The Company, and to the extent provided by any
Lender, such Lender, hereby grants to (and subjects to the control of) the
Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Lenders (including the Swing Line Lender), and agrees to
maintain, a first priority security interest in all such cash, deposit accounts
and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing, all as security for the
obligations to which such Cash Collateral may be applied pursuant to Section
2.16(c). If at any time the Administrative Agent determines that Cash
Collateral is subject to any right or claim of any Person other than the
Administrative Agent as herein provided, or that the total amount of such Cash
Collateral is less than the applicable Fronting Exposure and other obligations
secured thereby, the Company or the relevant Defaulting Lender will, promptly
upon demand by the Administrative Agent, pay or provide to the Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such
deficiency.

(c) Application. Notwithstanding anything to the contrary contained in
this Agreement, Cash Collateral provided under any of this Section 2.16
or Sections 2.03, 2.04, 2.05, 2.16 or 8.02
in respect of Letters of Credit or Swing Line Loans shall be held and applied to
the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations
to fund participations therein (including, as to Cash Collateral provided by a
Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or
other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee following compliance with Section 10.06(b)(vi))) or (ii) the
Administrative Agent153s good faith determination that there exists excess Cash
Collateral; provided that (x) Cash Collateral furnished by or on behalf
of a Loan Party shall not be released during the continuance of a Default or
Event of Default (and following application as provided in this Section
2.16 may be otherwise applied in accordance with Section 8.03), and
(y) the Person providing Cash Collateral and the L/C Issuer or the Swing Line
Lender, as applicable, may agree that Cash Collateral shall not be released but
instead held to support future anticipated Fronting Exposure or other
obligations.

2.17 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in
this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as such Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender153s right to approve
or disapprove any amendment, waiver or consent with respect to this Agreement
shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest,
fees or other amounts received by the Administrative Agent for the account of
such Defaulting

Lender (whether voluntary or mandatory, at maturity, pursuant to Article
VIII or otherwise, and including any amounts made available to the
Administrative Agent by such Defaulting Lender pursuant to Section
10.08), shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder;
second, to the payment on a pro rata basis of any amounts owing by such
Defaulting Lender to the L/C Issuer or the Swing Line Lender hereunder;
third, if so determined by the Administrative Agent or requested by the
L/C Issuer or the Swing Line Lender, to be held as Cash Collateral for future
funding obligations of such Defaulting Lender of any participation in any Swing
Line Loan or Letter of Credit; fourth, as the Company may request (so
long as no Default or Event of Default exists), to the funding of any Loan in
respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement, as determined by the Administrative Agent;
fifth, if so determined by the Administrative Agent and the Company, to
be held in a non-interest bearing deposit account and released in order to
satisfy obligations of such Defaulting Lender to fund Loans under this
Agreement; sixth, to the payment of any amounts owing to the Lenders, the
L/C Issuer or the Swing Line Lender as a result of any judgment of a court of
competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line
Lender against such Defaulting Lender as a result of such Defaulting Lender153s
breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to any
Borrower as a result of any judgment of a court of competent jurisdiction
obtained by such Borrower against such Defaulting Lender as a result of such
Defaulting Lender153s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of
the principal amount of any Loans or L/C Borrowings in respect of which such
Defaulting Lender has not fully funded its appropriate share and (y) such Loans
or L/C Borrowings were made at a time when the conditions set forth in
Section 4.02 were satisfied or waived, such payment shall be applied
solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans
of, or L/C Borrowings owed to, such Defaulting Lender. Any payments, prepayments
or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral
pursuant to this Section 2.17(a)(ii) shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents
hereto.

(iii) Certain Fees. Such Defaulting Lender (x) shall not be entitled
to receive any commitment fee pursuant to Section 2.09(a) for any period
during which such Lender is a Defaulting Lender (and the Company shall not be
required to pay any such fee that otherwise would have been required to have
been paid to such Defaulting Lender) except to extent allocable to the sum of
(1) the Outstanding Amount of the Committed Loans funded by it and (2) its
Applicable Percentage of the stated amount of Letters of Credit and Swing Line
Loans for which it has provided Cash Collateral pursuant to Section
2.03, Section 2.04, Section 2.16, or Section
2.17(a)(ii), as applicable (and the Company shall (A) be required to pay to
the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee
allocable to its Fronting Exposure arising from such Defaulting Lender and (B)
not be required to pay the remaining amount of such fee that otherwise

would have been required to have been paid to such Defaulting Lender) and (y)
shall be limited in its right to receive Letter of Credit Fees as provided in
Section 2.03(h).

(iv) Reallocation of Applicable Percentages to Reduce Fronting
Exposure. During any period in which there is a Defaulting Lender, for
purposes of computing the amount of the obligation of each non-Defaulting Lender
to acquire, refinance or fund participations in Letters of Credit or Swing Line
Loans pursuant to Sections 2.03 and 2.04, the “Applicable
Percentage” of each non-Defaulting Lender shall be computed without giving
effect to the Commitment of such Defaulting Lender; provided that (A)
each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Default or Event of Default exists; and
(B) the aggregate obligation of each non-Defaulting Lender to acquire, refinance
or fund participations in Letters of Credit and Swing Line Loans shall not
exceed the positive difference, if any, of (1) the Commitment of such
non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the
Committed Loans of such Lender.

(b) Defaulting Lender Cure. If the Company, the Administrative Agent,
the Swing Line Lender and the L/C Issuer agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a
Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any
Cash Collateral), such Lender will, to the extent applicable, purchase that
portion of outstanding Loans of the other Lenders or take such other actions as
the Administrative Agent may determine to be necessary to cause the Committed
Loans and funded and unfunded participations in Letters of Credit and Swing Line
Loans to be held on a pro rata basis by the Lenders in accordance with their
Applicable Percentages (without giving effect to Section 2.17(a)(iv)),
whereupon such Lender will cease to be a Defaulting Lender; provided
that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of any Borrower while such Lender was a Defaulting
Lender; and provided, further, that except to the extent otherwise
expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender153s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. (i) Any and all payments by or on account of any obligation of the
respective Borrowers hereunder or under any other Loan Document shall to the
extent permitted by applicable Laws be made free and clear of and without
reduction or withholding for any Taxes. If, however, applicable Laws require any
Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax
shall be withheld or deducted in accordance with such Laws as determined by such
Borrower or the Administrative Agent, as the case may be, upon the basis of the
information and documentation to be delivered pursuant to clause (e)
below.

(ii) If any Borrower or the Administrative Agent shall be required by any
applicable Laws to withhold or deduct any Taxes, including United States Federal
backup withholding and withholding taxes, from any payment, then (A) the
Borrower or the Administrative Agent, as applicable, shall withhold or make such
deductions as are determined by the Borrower or the Administrative Agent, as
applicable, to be required based upon the information and documentation it has
received pursuant to clause (e) below, (B) the Borrower or the
Administrative Agent, as applicable, shall timely pay the full amount withheld
or deducted to the relevant Governmental Authority in accordance with applicable
Laws, and (C) to the extent that such withholding or deduction is made on
account of Indemnified Taxes or Other Taxes, the sum payable by such Borrower
shall be increased as necessary so that after any such required withholding or
the making of all such required deductions (including such 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 withholding or deduction been made.

(b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of clause (a) above (but without duplication), each Borrower
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Laws.

(c) Tax Indemnifications. (i) Without limiting the provisions of
clauses (a) or (b) above (but without duplication), each Borrower
shall, and does hereby, indemnify the Administrative Agent, each Lender and the
L/C Issuer, and shall make payment in respect thereof within ten (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) withheld or deducted by such
Borrower or the Administrative Agent or 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. Each Borrower shall also, and
does hereby (but without duplication), indemnify the Administrative Agent, and
shall make payment in respect thereof within ten (10) days after demand
therefor, for any amount which a Lender or the L/C Issuer for any reason fails
to pay indefeasibly to the Administrative Agent as required by subsection
(ii) of this clause (c). A certificate as to the amount of any such
payment or liability delivered to the relevant 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.

(ii) Without limiting the provisions of clauses (a) or (b)
above, each Lender and the L/C Issuer shall, and does hereby, indemnify each
Borrower and the Administrative Agent, and shall make payment in respect thereof
within ten (10) days after demand therefor, against any and all Taxes and any
and all related losses, claims, liabilities, penalties, interest and expenses
(including the fees, charges and disbursements of any counsel for such Borrower
or the Administrative Agent) incurred by or asserted against such Borrower or
the Administrative Agent by any Governmental Authority as a result of the
failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as
a result of the inaccuracy, inadequacy or deficiency of, any documentation
required to be

delivered by such Lender or the L/C Issuer, as the case may be, to such
Borrower or the Administrative Agent pursuant to clause (e). Each Lender
and the L/C Issuer hereby authorizes the Administrative Agent to set off and
apply any and all amounts at any time owing to such Lender or the L/C Issuer, as
the case may be, under this Agreement or any other Loan Document against any
amount due to the Administrative Agent under this clause (ii). The
agreements in this clause (ii) shall survive the resignation and/or
replacement of the Administrative Agent, any assignment of rights by, or the
replacement of, a Lender or the L/C Issuer, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all other
Obligations.

(d) Evidence of Payments. Upon request by a Borrower or the
Administrative Agent, as the case may be, after any payment of Taxes by such
Borrower or by the Administrative Agent to a Governmental Authority as provided
in this Section 3.01, such Borrower shall deliver to the Administrative
Agent or the Administrative Agent shall deliver to such Borrower, as the case
may be, the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of any return required by
Laws to report such payment or other evidence of such payment reasonably
satisfactory to such Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation. (i) Each Lender shall
deliver to the Company and to the Administrative Agent, at the time or times
prescribed by applicable Laws or when reasonably requested by the Company or the
Administrative Agent, such properly completed and executed documentation
prescribed by applicable Laws or by the taxing authorities of any jurisdiction
and such other reasonably requested information as will permit the Company or
the Administrative Agent, as the case may be, to determine (A) whether or not
payments made by the respective Borrowers hereunder or under any other Loan
Document are subject to Taxes, (B) if applicable, the required rate of
withholding or deduction, and (C) such Lender153s entitlement to any available
exemption from, or reduction of, applicable Taxes in respect of all payments to
be made to such Lender by the respective Borrowers pursuant to this Agreement or
otherwise to establish such Lender153s status for withholding tax purposes in the
applicable jurisdictions.

(ii) Without limiting the generality of the foregoing, if a Borrower is
resident for tax purposes in the United States,

(A) any Lender that is a “United States person” within the meaning of Section
7701(a)(30) of the Code shall deliver to the Company and the Administrative
Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable Laws or reasonably
requested by the Company on behalf of such Borrower or the Administrative Agent
as will enable such Borrower or the Administrative Agent, as the case may be, to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable
treaty to an exemption from or reduction of withholding tax with respect to
payments hereunder or under any other Loan Document shall deliver to

the Company 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 Company on behalf of such Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is applicable:

(I) executed originals 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) executed originals of Internal Revenue Service Form W-8ECI,

(III) executed originals of Internal Revenue Service Form W-8IMY and all
required supporting documentation,

(IV) 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 such
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) executed originals of Internal Revenue Service Form W-8BEN, or

(V) executed originals of any other form prescribed by applicable Laws as a
basis for claiming exemption from or a reduction in United States Federal
withholding tax together with such supplementary documentation as may be
prescribed by applicable Laws to permit such Borrower or the Administrative
Agent to determine the withholding or deduction required to be made.

(iii) Each Lender shall promptly (A) notify the Company and the
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (B) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any jurisdiction that any
Borrower or the Administrative Agent make any withholding or deduction for taxes
from amounts payable to such Lender.

(iv) Each of the Borrowers shall promptly deliver to the Administrative Agent
or any Lender, as the Administrative Agent or such Lender shall reasonably
request, on or prior to the Closing Date (or such later date on which it first
becomes a Borrower), and in a timely fashion thereafter, such documents and
forms required by any relevant taxing authorities under the Laws of any
jurisdiction, duly executed and completed by such

Borrower, as are required to be furnished by such Lender or the
Administrative Agent under such Laws in connection with any payment by the
Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in
connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds. Unless required by applicable Laws,
at no time shall the Administrative Agent have any obligation to file for or
otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation
to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted
from funds paid for the account of such Lender or the L/C Issuer, as the case
may be. 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 any Borrower or with respect to which any
Borrower has paid additional amounts pursuant to this Section, it shall pay to
such Borrower an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses and net of any loss or gain realized in the
conversion of such funds from or to another currency incurred by 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 each Borrower, upon
the request of the Administrative Agent, such Lender or the L/C Issuer, agrees
to repay the amount paid over to such 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 clause (f) 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 any Borrower or any other Person.

(g) FATCA. If a payment made to a Lender or a L/C Issuer under any
Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA
if such Lender or such L/C Issuer fails to comply with the applicable reporting
requirements of FATCA, such Lender or such L/C Issuer shall, to the extent
legally entitled, deliver to the Company and the Administrative Agent at the
time or times prescribed by applicable Laws or when reasonably requested by the
Company or the Administrative Agent (i) a certification signed by the chief
financial officer, principal accounting officer, treasurer or controller and
(ii) other documentation prescribed by applicable Laws or reasonably requested
by the Company or the Administrative Agent sufficient for the Administrative
Agent and the Company to comply with their obligations under FATCA and to
establish that such Lender or such L/C Issuer has complied with its obligations
under FATCA or to determine the amount to deduct and withhold from such payment.
Solely for purposes of this clause (g), FATCA shall include any
amendments made to FATCA after the date of this Agreement (and thus shall not be
limited to amendments or successor provisions that are substantively comparable
to (and not materially more onerous to comply with than) Section 1471 through
1474 of the Code as of the date of this Agreement).

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 Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the

Eurocurrency 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 or any Alternative Currency in the applicable interbank
market, then, on notice thereof by such Lender to the Company through the
Administrative Agent, (i) any obligation of such Lender to make or continue
Eurocurrency Rate Loans in the affected currency or currencies or, in the case
of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed Loans to
Eurocurrency Rate Loans, shall be suspended, and (ii) if such notice asserts the
illegality of such Lender making or maintaining Base Rate Loans the interest
rate on which is determined by reference to the Eurocurrency Rate component of
the Base Rate, the interest rate on which Base Rate Loans of such Lender shall,
if necessary to avoid such illegality, be determined by the Administrative Agent
without reference to the Eurocurrency Rate component of the Base Rate, in each
case until such Lender notifies the Administrative Agent and the Company that
the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, (x) the Borrowers shall, upon demand from such Lender
(with a copy to the Administrative Agent), prepay or, if applicable, and such
loans are denominated in Dollars convert all Eurocurrency Rate Loans of such
Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such
Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurocurrency Rate component of the
Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such
day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such
Lender determining or charging interest rates based upon the Eurocurrency Rate,
the Administrative Agent shall during the period of such suspension compute the
Base Rate applicable to such Lender without reference to the Eurocurrency Rate
component thereof until the Administrative Agent is advised in writing by such
Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the Eurocurrency Rate. Despite the illegality for such
a Lender to make, maintain or fund Eurocurrency Rate Loans or Base Rate Loans as
to which the interest rate is determined with reference to the Eurocurrency
Rate, such Lender shall remain committed to make Base Rate Loans and shall be
entitled to recover interest at the Base Rate. Upon any such prepayment or
conversion, the Borrowers 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 Eurocurrency
Rate Loan or a conversion to or continuation thereof that (a) deposits (whether
in Dollars or an Alternative Currency) are not being offered to banks in the
applicable offshore interbank eurodollar market for such currency for the
applicable amount and Interest Period of such Eurocurrency Rate Loan, (b)
adequate and reasonable means do not exist for determining the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan (whether denominated in Dollars or an Alternative Currency), or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will
promptly so notify the Company and each Lender. Thereafter, the obligation of
the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency
or currencies shall be suspended until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such
notice, the Company may revoke any pending request for a Borrowing of,
conversion to or continuation of Eurocurrency Rate Loans in the affected
currency or currencies

or, failing that, will be deemed to have converted such request into a
request for a Committed Borrowing of Base Rate Loans in the amount specified
therein.

3.04 Increased Costs; Reserves on Eurocurrency 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 (A) any reserve requirement contemplated by Section
3.04(e) and (B) the requirements of the Bank of England and the Financial
Services Authority or the European Central Bank reflected in the Mandatory Cost,
other than as set forth below) 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 Eurocurrency 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);

(iii) result in the failure of the Mandatory Cost, as calculated hereunder,
to represent the cost to any Lender of complying with the requirements of the
Bank of England and/or the Financial Services Authority or the European Central
Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans;
or

(iv) impose on any Lender or the L/C Issuer or the London interbank market
any other condition, cost or expense affecting this Agreement or Eurocurrency
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 Eurocurrency 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 Company will
pay (or cause the applicable Designated Borrower to 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 Lender153s or the L/C Issuer153s holding company, if
any, regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender153s or the L/C Issuer153s capital or on the capital of
such Lender153s or the L/C Issuer153s 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 Lender153s or the L/C
Issuer153s holding company could have achieved but for such Change in Law (taking
into consideration such Lender153s or the L/C Issuer153s policies and the policies
of such Lender153s or the L/C Issuer153s holding company with respect to capital
adequacy), then from time to time the Company will pay (or cause the applicable
Designated Borrower to 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 Lender153s or the L/C Issuer153s 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 clauses (a) or (b) of this Section and delivered to
the Company shall be conclusive absent manifest error. The Company shall pay (or
cause the applicable Designated Borrower to pay) such Lender or the L/C Issuer,
as the case may be, the amount shown as due on any such certificate within ten
(10) days after receipt thereof.

(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 Lender153s or the L/C Issuer153s
right to demand such compensation; provided that no Borrower shall 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 180 days prior to the date that such Lender or the L/C
Issuer, as the case may be, notifies the Company of the Change in Law giving
rise to such increased costs or reductions and of such Lender153s or the L/C
Issuer153s intention to claim compensation therefor (except that, if the Change in
Law giving rise to such increased costs or reductions is retroactive, then the
180 day period referred to above shall be extended to include the period of
retroactive effect thereof).

(e) Reserves on Eurocurrency Rate Loans. The Company shall pay (or
cause the applicable Designated Borrower to pay) to each Lender, (i) 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 Eurocurrency 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) and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement or
analogous requirement of any central banking or financial regulatory authority
imposed in respect of the maintenance of the Commitments or the funding of the
Eurocurrency Rate Loans, such additional costs (expressed as a percentage per
annum and rounded upwards, if necessary, to the nearest five decimal places)
equal to the actual costs allocated to such Commitment or 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 Company shall have received at least
ten (10) days153 prior notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender. If a Lender fails to give notice
ten (10) days prior to the relevant Interest Payment Date, such additional
interest or costs shall be due and payable ten (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 Company shall
promptly compensate (or cause the

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

(c) any assignment of a Eurocurrency Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and
any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan, from fees payable to terminate the
deposits from which such funds were obtained or from the performance of any
foreign exchange contract. The Company shall also pay (or cause the applicable
Designated Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by Company (or the applicable
Designated Borrower) to the Lenders under this Section 3.05, each Lender
shall be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency 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 any Borrower is required to pay any
additional amount to any Lender, the L/C Issuer, or any Governmental Authority
for the account of any Lender or the L/C Issuer pursuant to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then
such Lender or the L/C Issuer shall, as applicable, 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 or the L/C Issuer,
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 or the L/C
Issuer, as the case may be, to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may
be. The Company hereby agrees to pay (or cause the applicable Designated
Borrower to pay) all reasonable costs and expenses incurred by any Lender or the
L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount
to any Lender or any

Governmental Authority for the account of any Lender pursuant to Section
3.01, the Company may replace such Lender in accordance with Section
10.13.

3.07 Survival. All of the Borrowers153 obligations under this
Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder, and resignation of the
Administrative Agent.

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 Agent153s 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 and the Guaranty, sufficient in
number for distribution to the Administrative Agent, each Lender and the
Company;

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

(iii) such certificates of resolutions or other action, incumbency
certificates 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;

(iv) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each Loan Party is duly organized or formed,
and that each Loan Party 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;

(v) favorable opinions of Wilson Sonsini Goodrich & Rosati, P.C., U.S.
counsel to the Loan Parties and Baker & McKenzie LLP, Dutch counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, as to the
matters set forth in Exhibit G and such other matters concerning the Loan
Parties and the Loan Documents as the Required Lenders may reasonably request;

(vi) a certificate of a Responsible Officer of the Company either (A)
attaching copies of all consents, licenses and approvals required in connection
with the execution, delivery and performance by each Loan Party and the validity
against each Loan Party of

the Loan Documents to which each such Loan Party 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;

(vii) a certificate signed by a Responsible Officer of the Company certifying
(A) that there has been no event or circumstance since January 28, 2011 that has
had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect and (B) that there is no action, suit,
investigation or proceeding pending or, to the knowledge of the Company,
threatened in writing in any court or before any arbitrator or governmental
authority that could reasonably be expected to have a Material Adverse Effect.

(viii) evidence that all insurance required to be maintained pursuant to the
Loan Documents has been obtained and is in effect; and

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

(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 Company 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.

Without limiting the generality of the provisions of the last paragraph of
Section 9.03, 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 Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type,
or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:

(a) The representations and warranties of the Borrowers 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 such representations and
warranties 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 clauses (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 or the Swing
Line Lender shall have received a Request for Credit Extension in accordance
with the requirements hereof.

(d) If the applicable Borrower is a Designated Borrower, then the conditions
of Section 2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.

(e) In the case of a Credit Extension to be denominated in an Alternative
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent or
the Required Lenders would make it impracticable for such Credit Extension to be
denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Company 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.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

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

5.01 Existence, Qualification and Power. Each Loan Party and
each 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
any case 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 Person153s 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, except, in each case referred to in clauses (b) and (c),

to the extent that such conflict, breach, contravention, creation, payment or
violation could not reasonably be expected to have a Material Adverse Effect.

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
other than those that have already been obtained and are in full force and
effect.

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, except to the extent the
enforceability thereof may be limited by Debtor Relief Laws affecting creditors153
rights generally and by equitable principles of law (regardless of whether
enforcement is sought in equity or at law).

5.05 Financial Statements; No Material Adverse Effect.

(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 in all material respects
the financial condition of the Company 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 Company and its
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness.

(b) The unaudited consolidated balance sheet of the Company and its
Subsidiaries dated August 31, 2011, and the related consolidated statements of
income or operations, shareholders153 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, (ii) fairly present in all material respects the financial
condition of the Company 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, and (iii) except as set forth on Schedule 5.05 to
the Disclosure Letter, set forth all material indebtedness and other
liabilities, direct or contingent, of the Company 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.

5.06 Litigation. There are no actions, suits, proceedings,
claims or disputes pending or, to the knowledge of a Responsible Officer of the
Company after due and diligent

investigation, threatened or contemplated, in each case, in writing, at Law,
in equity, in arbitration or before any Governmental Authority, by or against
the Company 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) either
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

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.

5.08 Ownership of Property; Liens. Each of the Company and
each Subsidiary 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 Company and its Subsidiaries is subject to
no Liens, other than Liens permitted by Section 7.01.

5.09 Environmental Compliance. The Company and its
Subsidiaries and their respective businesses, operations and properties are in
compliance with, and the Company and its Subsidiaries have no liability under
any Environmental Laws, except such Environmental Laws and claims as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

5.10 Insurance. The properties of the Company and its
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Company, 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 Company or the applicable Subsidiary operates.

5.11 Taxes. The Company 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 Company or any Subsidiary that would, if
made, have a Material Adverse Effect. No Loan Party is, nor is any Subsidiary
thereof, party to any tax sharing agreement.

5.12 ERISA Compliance.

(a) The Company and each ERISA Affiliate have met all applicable material
requirements under the Pension Funding Rules in respect of each Pension Plan,
and no waiver of the minimum funding standards under the Pension Funding Rules
has been applied for or

obtained. Except to the extent that the following could not reasonably be
expected to materially and adversely affect the Company, as of the most recent
valuation date for any Pension Plan, the funding target attainment percentage
(as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the
Company nor any ERISA Affiliate knows of any facts or circumstances that could
reasonably be expected to cause the funding target attainment percentage for any
such plan to drop below 60% as of the most recent valuation date.

(b) There are no pending or, to the best knowledge of the Company, 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, and neither the Company nor any ERISA
Affiliate is aware of any fact, event or circumstance that could reasonably be
expected to constitute or result in an ERISA Event with respect to any Pension
Plan; (ii) neither the Company nor any ERISA Affiliate has incurred any
liability to the PBGC other than for the payment of premiums, and there are no
premium payments which have become due that are unpaid; (iii) neither the
Company nor any ERISA Affiliate has engaged in a transaction that could be
subject to Section 4069 or Section 4212(c) of ERISA; and (iv) no Pension Plan
has been terminated by the plan administrator thereof nor by the PBGC, and no
event or circumstance has occurred or exists that could reasonably be expected
to cause the PBGC to institute proceedings under Title IV of ERISA to terminate
any Pension Plan that, in any of the foregoing cases, has, either individually
or in the aggregate, resulted or could reasonably be expected to result in a
Material Adverse Effect.

(d) As of the Closing Date, neither the Company or any ERISA Affiliate
maintains or contributes to, or has any unsatisfied obligation to contribute to,
or liability under, any active or terminated Pension Plan.

5.13 Subsidiaries; Equity Interests. As of the Closing Date,
the Company has no (a) Subsidiaries other than those specifically disclosed in
Part (a) of Schedule 5.13 to the Disclosure Letter, and (b) equity investments
in any other Person other than those specifically disclosed in Part (b) of
Schedule 5.13 to the Disclosure Letter. All of the outstanding Equity Interests
in (i) the Company have been validly issued and are fully paid and
nonassessable, and (ii) each Subsidiary have been validly issued and are fully
paid and nonassessable (to the extent applicable), and are owned by a Loan Party
(as specified on Part (a) of Schedule 5.13 to the Disclosure Letter, as of the
Closing Date and except for directors153 qualifying shares or other nominal
amounts of shares required to be held by Persons other than a Loan Party and its
Subsidiaries under applicable law) free and clear of all Liens.

5.14 Margin Regulations; Investment Company Act.

(a) No Borrower is 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.

(b) None of the Borrowers, any Person Controlling the Borrowers, 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 Company 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, 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, and when taken together with any disclosures made by the Company in
any publicly available filings with the SEC) 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 Company represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

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 (including Environmental Laws) 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 Taxpayer Identification Number. Each Borrower153s true
and correct U.S. taxpayer identification number, if any, is set forth on
Schedule 10.02 or any applicable Designated Borrower Request and
Assumption Agreement.

5.18 Intellectual Property; Licenses, Etc. The Company 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, except to the
extent that (a) the failure to so own or possess, or (b) any such conflict, in
either case, could not reasonably be expected to have a Material Adverse Effect.
Except for such infringements that, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect, no slogan or
other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Company or any
Subsidiary infringes upon any rights held by any other Person. No claim or
litigation regarding any of the foregoing is pending or, to the best knowledge
of the Company, threatened in writing, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

5.19 Solvency. The Loan Parties are Solvent on a
consolidated basis.

5.20 Representations as to Foreign Obligors. Each Foreign
Obligor represents and warrants to the Administrative Agent and the Lenders
that:

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

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

(c) There is no tax, levy, impost, duty, fee, assessment or other
governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which such Foreign Obligor
is organized and existing either (i) on or by virtue of the execution or
delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to
be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor
Documents, except as has been disclosed to the Administrative Agent.

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

(e) The choice of governing law of the Loan Documents will be recognized and
enforced in each jurisdiction in which a Foreign Obligor is organized and
existing and each jurisdiction in which Collateral in respect of a Foreign
Obligor is located. Any judgment

obtained in relation to a Loan Document in the jurisdiction of the governing
law of such Loan Document will be recognized and enforced in each jurisdiction a
Foreign Obligor is organized and existing and each jurisdiction in which
Collateral in respect of a Foreign Obligor is located.

(f) For the purposes of The Council of the European Union Regulation No.
1346/2000 on Insolvency Proceedings (the “Regulation“), each applicable
Foreign Obligor153s centre of main interest (as that term is used in Article 3(1)
of the Regulation) is situated in the jurisdiction set forth on Schedule 5.20 to
the Disclosure Letter, as may be updated upon the designation of additional
Designated Borrowers, and it has no “establishment” (as that term is used in
Article 2(h) of the Regulation) in any other jurisdiction.

5.21 Pari Passu Ranking. The payment obligations of each
Foreign Obligor under the Loan Documents rank at least pari passu with
the claims of all its other unsecured and unsubordinated creditors, except for
obligations mandatorily preferred by applicable Law generally.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation (other than contingent indemnity obligations in respect of which no
claim has been asserted or any Obligations under any Covered Cash Management
Agreement or Covered Hedge Agreement) hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding, each 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 to:

6.01 Financial Statements. Deliver to the Administrative
Agent and each Lender:

(a) as soon as available, but in any event within ninety (90) days after the
end of each fiscal year of the Company (commencing with the fiscal year ended
November 30, 2011), a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of operations, 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 an
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Administrative Agent, which report and opinion
shall be prepared in accordance with generally accepted auditing standards 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; and

(b) as soon as available, but in any event within forty-five (45) days after
the end of each of the first three (3) fiscal quarters of each fiscal year of
the Company (commencing with the fiscal quarter ended February 28, 2012), a
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal quarter, the related consolidated statements of operations for such
fiscal quarter and for the portion of the Company153s fiscal year then ended, and
the related consolidated statements of cash flows for the portion of the
Company153s fiscal year then ended, in each case setting forth in comparative
form, as applicable, 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,
certified by the chief executive officer, chief financial officer, treasurer or
controller of the Company as fairly presenting in all material respects the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to
Section 6.02(b), the Company 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 Company 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) within five (5) Business Days after 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 year ended November
30, 2011), a duly completed Compliance Certificate signed by the chief executive
officer, chief financial officer, treasurer or controller of the Company;

(b) 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 Company, and copies of all annual, regular, periodic and
special reports and registration statements which the Company 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;

(c) promptly after the furnishing thereof, copies of any statement or report
furnished to any holder of debt securities of any Loan Party or any Subsidiary
thereof pursuant to the terms of any indenture, loan or credit or similar
agreement and not otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or any other clause of this Section 6.02;

(d) promptly, and in any event within five (5) 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 that the Company believes is reasonably likely to
lead to an investigation) by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof;

(e) promptly after receipt thereof, copies of any notices of the termination
or lapse of any insurance required to be maintained under Section 6.07;
and

(f) promptly, such additional information regarding the business, financial
or corporate affairs of the Company or any Subsidiary, 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(b) (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 Company posts such documents, or provides a link
thereto on the Company153s website on the Internet at the website address listed
on Schedule 10.02; or (ii) on which such documents are posted on the
Company153s 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 the Company shall notify the Administrative Agent and each
Lender (by telecopier or electronic mail) of the posting of any such documents.
Notwithstanding anything contained herein, in every instance the Company shall
be required to provide paper copies (including by means of .pdf files showing
manual signatures) 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 Company with any
such request for delivery, and each Lender shall be solely responsible for
maintaining its copies of such documents.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or
the Arrangers will make available to the Lenders and the L/C Issuer materials or
information provided by or on behalf of such 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 (each, a “Public Lender“) may have personnel who do not wish to
receive material non-public information with respect to such Borrower or its
Affiliates, or the respective securities of any of the foregoing, and who may be
engaged in investment and other market-related activities with respect to such
Persons153 securities. Each Borrower hereby agrees that so long as such Borrower
is the issuer of any outstanding debt or equity securities that are registered
or issued pursuant to a private offering or is actively contemplating issuing
any such securities (w) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first
page thereof; (x) by marking Borrower Materials “PUBLIC,” such Borrower shall be
deemed to have authorized the Administrative Agent, each Arranger, the L/C
Issuer and the Lenders to treat such Borrower Materials as not containing any
material non-public information with respect to such 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 Side
Information;” and (z) the Administrative Agent and each Arranger shall be
entitled to treat the Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform that is not designated
“Public Side Information.”

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

(a) of the occurrence of any Default;

(b) of the occurrence of any event or 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 Company or any Subsidiary; (ii) any dispute, litigation, investigation,
proceeding or suspension between the Company or any Subsidiary and any
Governmental Authority; (iii) the commencement of, or any material development
in, any litigation or proceeding affecting the Company or any Subsidiary,
including pursuant to any applicable Environmental Laws; (iv) Disposition by the
Company or any Subsidiary; or (v) the incurrence of Indebtedness by the Company
or any Subsidiary of the Company;

(c) of the occurrence of (i) any ERISA Event and (ii) any event pursuant to
which the Company or any ERISA Affiliate maintains or becomes obligated to
contribute to, or acquires any unsatisfied obligation to contribute to or
liability under, any active or terminated Pension Plan; and

(d) of any material change in accounting policies or financial reporting
practices by the Company or any Subsidiary that are not disclosed in the
Company153s SEC Filings, including any determination by the Company referred to in
Section 2.10(b).

Each notice pursuant to this Section 6.03 shall be accompanied by a
statement of a Responsible Officer of the Company setting forth details of the
occurrence referred to therein and stating what action the Company 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 material 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 such Borrower or such
Subsidiary; (b) all lawful claims which, if unpaid, would by Law become a Lien
upon its property; and (c) all material 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 properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect; (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 insurance
companies not Affiliates of such Borrower that such Borrower believes (in the
good faith judgment of the management of such Borrower) are financially sound
and reputable, 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 (after giving
effect to any self-insurance compatible with the following standards) as are
customarily carried under similar circumstances by such other Persons and
providing for not less than thirty (30) days prior notice to the Administrative
Agent of cancellation of such insurance.

6.08 Compliance with Laws. Comply in all material respects
with the requirements of all Laws (including Environmental 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 such 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 such 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 such Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Company; provided, that (a) unless
an Event of Default has occurred and is continuing at the time such inspection
commences, the Borrowers shall not be required to pay expenses relating to more
than one inspection in any twelve month period, and (b) 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 such Borrower at any time during normal business hours and without
advance notice. Notwithstanding the foregoing, so long as no Event of Default
shall have occurred and be continuing, neither such Borrower nor any Subsidiary
shall be required to disclose, permit the inspection, examination, photocopying
or making extracts of, or discuss, any document, information or other matter
that (i) constitutes non-financial trade secrets or non-financial proprietary
information which, in the reasonable opinion of such Borrower, could not
reasonably be expected to assist the Administrative Agent or any Lender in its
review of the business, operational or financial condition or results of such
Borrower or any Subsidiary, or any such Person153s compliance with the Loan
Documents, (ii) the disclosure of which to the Administrative Agent or any
Lender is then prohibited by Law or (after giving effect to Section
10.07) any agreement binding on such Borrower or any Subsidiary

that was not entered into by such Borrower or such Subsidiary for the purpose
of concealing information from the Administrative Agent or any Lender or (iii)
is subject to attorney-client privilege or attorney work product.

6.11 Use of Proceeds. Use the proceeds of the Credit
Extensions for working capital, capital expenditures, and other general
corporate purposes not in contravention of any Law or of any Loan Document.

6.12 Additional Guarantors. Notify the Administrative Agent
at the time that any Person becomes a Material Subsidiary, and promptly
thereafter (and in any event within forty-five (45) days or such longer period
as may be agreed to by the Administrative Agent in its sole discretion) cause
such Person (other than an Excluded Subsidiary) to, at the Company153s expense,
(i) become a Guarantor by executing and delivering to the Administrative Agent
Guaranty, a counterpart of an applicable Guaranty or such other document as the
Administrative Agent shall deem appropriate for such purpose and (ii) deliver to
the Administrative Agent documents of the types referred to in subsections
(iii) and (iv) of Section 4.01(a) and favorable opinions of
counsel to such Subsidiary (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in
clause (i)), all in form, content and scope reasonably satisfactory to
the Administrative Agent; provided that, a Material Foreign Subsidiary
shall only be required to guaranty the Obligations of a Foreign Obligor.
Notwithstanding the foregoing, in the event that a Person becomes a Subsidiary
after the date of this Agreement and such Person is a Material Subsidiary (other
than a Designated Material Subsidiary or an Excluded Subsidiary) as of such
date, such Material Subsidiary shall not be required to become a Guarantor
hereunder if the Company has delivered to the Administrative Agent a certificate
of a Responsible Officer certifying that (x) the Company is transitioning all or
substantially all the assets of such Subsidiary to another Loan Party and (y)
upon the completion of such transition, which shall occur within 180 days of
such Person becoming a Subsidiary (such period, the “Material Subsidiary
Grace Period“), such Subsidiary will not, either individually or when
aggregated with all other Subsidiaries that are not Material Subsidiaries, be a
Material Subsidiary; provided that if such Subsidiary continues to be a
Material Subsidiary after the expiration of the Material Subsidiary Grace
Period, such Material Subsidiary shall become a Guarantor hereunder pursuant to
this Section 6.12 within ten (10) days of the expiration of the Material
Subsidiary Grace Period.

6.13 Procedures for Information Dissemination. Establish and
maintain adequate policies and procedures to ensure that at least one
Responsible Officer is promptly informed of all matters referenced in this
Agreement or any other Loan Document for which the Administrative Agent and the
Lenders are relying on such Responsible Officer153s knowledge, including
Section 5.06 and Section 8.01(c).

6.14 Approvals and Authorizations. Maintain all
authorizations, consents, approvals and licenses from, exemptions of, and
filings and registrations with, each Governmental Authority of the jurisdiction
in which each Foreign Obligor is organized and existing, and all approvals and
consents of each other Person in such jurisdiction, in each case that are
required in connection with the Loan Documents.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation (other than contingent indemnity obligations in respect of which no
claim has been asserted or any Obligations under any Covered Cash Management
Agreement or Covered Hedge Agreement) hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding (except to the
extent Cash Collateralized), no Borrower shall, nor shall it permit any
Subsidiary to, directly or indirectly:

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 to the
Disclosure Letter 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, assessments or governmental charges or levies 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) carriers153, warehousemen153s, mechanics153, materialmen153s, repairmen153s,
landlords153 or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than thirty (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 in accordance with GAAP;

(e) pledges or deposits in the ordinary course of business, including, in
connection with workers153 compensation, unemployment insurance, other social
security legislation, pledges and deposits securing liability for reimbursement
or indemnity arrangements and letter of credit or bank guaranty reimbursement
arrangements with respect to such obligations, 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 (or appeal or other
surety bonds relating to such judgments) 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 or
improvements other than the property or improvements financed by such
Indebtedness (other than accessions, additions, replacements and proceeds) and
provided that individual financings of property provided by a single financing
entity or syndicate of financing entities may be cross-collateralized to other
financings of property provided solely by such financing entity or syndicate of
financing entities 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) Liens securing Indebtedness permitted under clauses (f) and
(k) of Section 7.03, collectively, and in an aggregate amount not
to exceed $25,000,000 at any one time outstanding;

(k) leases or subleases and non-exclusive licenses or Permitted Exclusive
Licenses or non-exclusive sublicenses granted to others in the ordinary course
of business which do not (i) interfere in any material respect with the business
of such Borrower or any of its Subsidiaries and (ii) secure any Indebtedness;

(l) any interest or title of a lessor under, and Liens arising from UCC
financing statements (or equivalent filings, registrations or agreements in
foreign jurisdictions) relating to, operating leases permitted by this
Agreement;

(m) Liens arising as a matter of law or created in the ordinary course of
business in the nature of (i) normal and customary rights of setoff and banker153s
liens upon deposits of cash in favor of banks or other depository institutions
and (ii) Liens securing reasonable and customary fees for services in favor of
banks, securities intermediaries or other depository institutions;

(n) Liens of a collection bank arising under section 4-210 of the Uniform
Commercial Code on items in the course of collection; and

(o) Liens on any assets of any Person at the time such assets are acquired or
such Person becomes a Subsidiary (in a transaction otherwise permitted
hereunder) or is merged, amalgamated or consolidated with or into a Subsidiary
and, in each case, not created in contemplation of or in connection with such
event; provided, that (i) no such Lien shall extend to or cover any other
property or assets of any Loan Party or any Subsidiary (including such Person),
as the case may be; and (ii) the Indebtedness secured thereby is permitted to be
incurred pursuant to Section 7.03(j).

7.02 Investments. Make any Investments, except:

(a) Cash Equivalent Investments held by such Borrower or such Subsidiary and
other Investments held by such Borrower or such Subsidiary that are permitted
under the Company153s investment policy as in effect on the Closing Date (a copy
of which has been provided to the Administrative Agent and the Lenders) and as
it may be amended from time to time with the approval of the Required Lenders;

(b) Investments existing as of the Closing Date and set forth on Schedule
7.02 to the Disclosure Letter;

(c) advances to officers, directors and employees of each Borrower and its
Subsidiaries made in the ordinary course of business and substantially
consistent with past practice for travel, entertainment, relocation, commission
advances and analogous ordinary business purposes;

(d) Investments of (i) any Loan Party in another Loan Party, (ii) any
Subsidiary that is not a Loan Party in another Subsidiary that is not a Loan
Party, (iii) any Subsidiary that is not a Loan Party in any Loan Party, and (iv)
any Loan Party in any Subsidiary that is not a Loan Party solely to (x) fund
operating expenses of such Subsidiary, (y) facilitate the consummation of any
acquisition permitted under clause (g) of this Section 7.02 and
(z) otherwise in the ordinary course of business;

(e) 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;

(f) Guarantees permitted by Section 7.03;

(g) the purchase or other acquisition of all of the Equity Interests in any
Person that, upon the consummation thereof, will be wholly-owned directly by
such Borrower or one or more of its wholly-owned Subsidiaries (including as a
result of a merger or consolidation), or of all or substantially all of the
property of any Person; provided, with respect to each purchase or other
acquisition made pursuant to this Section 7.02(g):

(i) any such newly-created or acquired Subsidiary shall comply with the
requirements of Section 6.12;

(ii) the lines of business of the Person to be (or the property of which is
to be) so purchased or otherwise acquired shall be substantially the same lines
of business as, or substantially related to, or incidental to, one or more of
the principal businesses of such Borrower and its Subsidiaries in the ordinary
course;

(iii)(A) immediately before and immediately after giving pro forma
effect to any such purchase or other acquisition, no Default shall have occurred
and be continuing, and the Company is otherwise able to satisfy the conditions
set forth in Section 4.02(a); (B) immediately after giving pro
forma effect to any such purchase or other acquisition, the Company and its
Subsidiaries shall be in pro forma compliance with the covenant set
forth in Section 7.11(a), and (C) immediately after giving pro
forma effect to any such purchase or other acquisition, the Consolidated
Leverage Ratio shall be less than 2.50:1.00, such compliance for clause (B) and
(C) to be determined on the basis of the financial information most recently
delivered to the Administrative Agent and the Lenders pursuant to Section
6.01(a) or (b) as though such purchase or other acquisition had been
consummated as of the first day of the fiscal period covered thereby; and

(iv) the Company shall have delivered to the Administrative Agent and each
Lender, with respect to any such purchase or acquisition with a purchase price
(A) greater than $75,000,000, at least five Business Days prior to the date on
which any such purchase or other acquisition is to be consummated, and (B) less
than or equal to $75,000,000, within a commercially reasonable period of time
following the date on which any such purchase or other acquisition is
consummated, a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Administrative Agent, certifying that all of the
requirements set forth in this Section 7.02(g) have been satisfied or
will be satisfied on or prior to the consummation of such purchase or other
acquisition;

(h) Investments arising out of the receipt by such Borrower or any Subsidiary
of non-cash consideration for any Disposition permitted by this Agreement;

(i) Investments of any Person that becomes a Subsidiary after the Closing
Date, provided that (i) such Investments exist at the time such Person becomes a
Subsidiary and (ii) such Investments were not made in contemplation of or in
connection with such Person becoming a Subsidiary; and

(j) other Investments not exceeding $25,000,000 in the aggregate for all
Borrowers and their Subsidiaries in any fiscal year of the Company.

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
to the Disclosure Letter 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,
in each case, as reasonably determined in the Company153s good faith judgment;

(d) obligations (contingent or otherwise) of such 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 $25,000,000;

(f) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate
principal amount not to exceed $25,000,000 at any time outstanding;

(g) Indebtedness permitted by Section 7.02(d);

(h) Indebtedness arising from the honoring of a check, draft or similar
instrument against insufficient funds or from the endorsement of instruments for
collection in the ordinary course of business;

(i) Indebtedness with respect to statutory obligations, surety bonds, appeal
bonds, indemnity bonds, performance bonds or other similar bonds in the ordinary
course of business;

(j) Indebtedness of any Person outstanding prior to the date on which such
Person becomes a Subsidiary (in a transaction otherwise permitted hereunder) or
is merged, amalgamated or consolidated with or into a Subsidiary, or with
respect to assets acquired from such Person and, in each case, not created in
contemplation of or in connection with such event; and

(k) Indebtedness of the Loan Parties without limit, so long as (i)
immediately before and immediately after giving pro forma effect to any
issuance or incurrence of such Indebtedness, no Default shall have occurred and
be continuing; and (ii) immediately after giving pro forma effect to
any such issuance or incurrence, the Company and its Subsidiaries shall be in
pro forma compliance with all of the covenants set forth in Section
7.11, such compliance to be determined on the basis of the financial
information most recently delivered to the Administrative Agent and the Lenders
pursuant to Section 6.01(a) or (b) as though such issuance or
incurrence had been consummated as of the first day of the fiscal period covered
thereby.

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:

(a) any Subsidiary may merge with (i) the Company; provided that the
Company shall be the continuing or surviving Person, (ii) any other Borrower;
provided that such Borrower shall be the continuing or surviving Person,
or (iii) any one or more other Subsidiaries; provided that when any
Guarantor is merging with another Subsidiary, another Loan Party shall be the
continuing or surviving Person;

(b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary; provided that (i) if the transferor in such a transaction is
a Borrower, then the transferee must be another Borrower and (ii) if the
transferor in such a transaction is a Guarantor, then the transferee must be
another Loan Party;

(c) in connection with any acquisition permitted under Section
7.02(g), any Subsidiary of the Company may merge into or consolidate with
any other Person or permit any other Person to merge into or consolidate with
it; provided that (i) the Person surviving such merger shall be a
wholly-owned Subsidiary of the Company, and (ii) in the case of any such merger
to which any Loan Party (other than the Company) is a party, such Loan Party is
the surviving Person; and

(d) any Subsidiary that is not a Guarantor may dissolve, liquidate or wind up
its affairs at any time provided that such dissolution, liquidation or winding
up, as applicable, could not reasonably be expected to 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 or (ii) the proceeds of such Disposition are reasonably
promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Company or to a
wholly-owned Subsidiary of the Company; provided that (i) if the
transferor of such property is a Borrower, the transferee thereof must be
another Borrower and (ii) if the transferor of such property is a Guarantor, the
transferee thereof must be another Loan Party;

(e) Dispositions permitted by Section 7.04;

(f) non-exclusive licenses and Permitted Exclusive Licenses of IP Rights in
the ordinary course of business and substantially consistent with past practice;

(g) subject to clause (f), leases or subleases and non-exclusive
licenses or non-exclusive sublicenses granted to others in the ordinary course
of business which do not (i) interfere in any material respect with the business
of such Borrower or any of its Subsidiaries and (ii) secure any Indebtedness;

(h) Dispositions (without recourse) of accounts receivable arising in the
ordinary course of business, so long as each such Disposition is consummated in
a manner consistent with

past practices and otherwise in connection with the compromise or collection
of such accounts receivable;

(i) any sale and leaseback of property in connection with any Indebtedness
otherwise permitted pursuant to Section 7.03(e);

(j) to the extent constituting a Disposition, (i) the making of Investments
permitted under Section 7.02 and (ii) the creation, incurrence or
assumption of any Lien permitted under Section 7.01; and

(k) Dispositions by such 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 (k) over the term of this Agreement shall not
exceed either (A) 15% of the Consolidated Tangible Assets or (B) 10% of
Consolidated EBITDA for the applicable four fiscal quarters (in each case,
measured as of the applicable date of the financial information most recently
delivered to the Administrative Agent and the Lenders pursuant to Section
6.01(a) or (b)); provided, that any Disposition which at the
time made was in compliance with this clause (k) shall not result in a
Default hereunder as of a later date solely as a result of any change as of such
later date in the Consolidated Tangible Assets or Consolidated EBITDA;

provided, however, that any Disposition pursuant to this
Section 7.05 shall be for fair market value.

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 any Loan Party 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) each 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) each 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;

(d) each Borrower may (i) make Restricted Payments with respect to the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of such Borrower or any Subsidiary held by any past, present or
future employee, director or officer of such Borrower (or any of its
Subsidiaries) pursuant to any equity subscription agreement, stock option
agreement or similar agreement or plan; or (ii) distribute rights pursuant to a
stockholder rights plan or redeem such rights in accordance with the terms of
such plan; provided that the aggregate

price paid for all such repurchased, redeemed, acquired, or retired Equity
Interests may not exceed $5,000,000 in the aggregate during the term of this
Agreement;

(e) each Borrower may, in the ordinary course of business and substantially
consistent with past practice, repurchase fractional shares of its Equity
Interests arising out of stock dividends, splits or combinations, business
combinations or conversion of convertible securities;

(f) each Borrower may, in the ordinary course of business and substantially
consistent with past practice, declare and make Restricted Payments in
connection with retention of Equity Interests in payment of withholding taxes in
connection with equity-based compensation plans; and

(g) each Borrower may (i) declare or pay cash dividends to its stockholders
and (ii) purchase, redeem, retire or otherwise acquire for cash Equity Interests
issued by it, so long as immediately before and immediately after giving pro
forma effect to any such dividend, purchase, redemption, retirement or other
acquisition (as applicable), (A) no Default shall have occurred and be
continuing, and (B) the Consolidated Leverage Ratio shall be less than
2.25:1.00.

7.07 Change in Nature of Business. Engage in any material
line of business substantially different from those lines of business conducted
by such 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 any Borrower, whether or not in
the ordinary course of business, other than (a) on fair and reasonable terms
substantially as favorable to any such Borrower or such Subsidiary as would be
obtainable by such Borrower or such Subsidiary at the time in a comparable arm153s
length transaction with a Person other than an Affiliate, (b)(i) customary fees
to, and indemnifications of, directors of the Loan Parties and their respective
Subsidiaries in the ordinary course of business and (ii) compensation, bonuses
and indemnification arrangements and benefit plans for officers, directors and
employees of the Loan Parties and their respective Subsidiaries in the ordinary
course of business, (c) Restricted Payments permitted under Section
7.06, or (d) transactions between or among (i) any Borrower and its
Subsidiaries or (ii) any Subsidiaries, in each case, that are not otherwise
prohibited by the terms of this Agreement.

7.09 Burdensome Agreements. Enter into any Contractual
Obligation (other than (x) this Agreement or any other Loan Document, or (y) any
Permitted Restrictions that could not, individually or together with all
Permitted Restrictions, reasonably be expected to cause a Material Adverse
Effect) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to such Borrower or any Guarantor or to otherwise transfer property to
such Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the
Indebtedness of such Borrower or (iii) of such Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person; or
(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.

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.

7.11 Financial Covenants.

(a) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be
less than 3.50:1.00.

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as of the end of any fiscal quarter of the Company to be greater than
2.50:1.00.

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. Any 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 (3) Business 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 (5) Business Days after the same becomes due,
any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. Any Borrower fails to perform or observe any
term, covenant or agreement contained in any of Section 6.01,
6.02, 6.03(a), 6.03(b), 6.05(a), 6.10,
6.11 or 6.12 or Article VII, or any Guarantor fails to
perform or observe any of the foregoing terms, covenants or agreements specified
in this clause (b) pursuant to its obligation under Article IV of
the Guaranty;

(c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in clauses (a) or (b)
above) contained in any Loan Document on its part to be performed or observed
and such failure continues for thirty (30) days after the earlier of (i) notice
thereof from the Administrative Agent or (ii) the date that a Responsible
Officer knows (or should have known) of such failure;

(d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any
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 when made or deemed made; or

(e) Cross-Default. (i) Any 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 similar 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 any 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 any
Borrower or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by any 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 Material
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 sixty (60) calendar days (or thirty (30) calendar
days with respect to any Foreign Obligor organized under the laws of the
Netherlands); 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 sixty (60)
calendar days (or thirty (30) calendar days with respect to any Foreign Obligor
organized under the laws of the Netherlands), or an order for relief is entered
in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any
Material 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 thirty (30) days after its issue or levy; or

(h) Judgments. There is entered against any 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 ten (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 under Title IV of ERISA to the Pension Plan, Multiemployer
Plan or the PBGC, or (ii) the Company 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 that, in either case, has resulted, or could
reasonably be expected to result, in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any provision of 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
provision 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 provision of any Loan Document; or

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

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 each Borrower;

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

(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 any Borrower under any
Debtor Relief Law, 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 Company 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,
subject to the

provisions of Sections 2.15 and 2.16, be applied by the
Administrative Agent in the following order:

(a) 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;

(b) 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 (b) payable to them;

(c) 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 (c)
payable to them;

(d) 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 (d) held by them;

(e) 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 to the extent not otherwise Cash
Collateralized by the Company pursuant to Sections 2.03 and 2.15;
and

(f) Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company (on behalf of the Borrowers) or as
otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause (e)
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.

8.04 Collateral Allocation Mechanism. On the CAM Exchange
Date, (a) the Lenders shall automatically and without further act be deemed to
have exchanged interests in the Designated Obligations such that, in lieu of the
interests of each Lender in the Designated Obligations under each Loan in which
it shall participate as of such date, such Lender shall own an interest equal to
such Lender153s CAM Percentage in the Designated Obligations under each of the
Loans and (b) simultaneously with the deemed exchange of interests pursuant to
clause (a) above, the interests in the Designated Obligations to be received in
such deemed exchange shall, automatically and with no further action required,
be converted into the Dollar Equivalent of such amounts, determined using the
Spot Rate calculated as of such date, of such amount and on and after such date
all amounts accruing and owed to the Lenders in respect of such Designated

Obligations shall accrue and be payable in Dollars at the rate otherwise
applicable hereunder. Each Lender, each Person acquiring a participation from
any Lender as contemplated by Section 10.06 and each Borrower hereby consents
and agrees to the CAM Exchange. Each of the Borrowers and the Lenders agrees
from time to time to execute and deliver to the Administrative Agent all such
promissory notes and other instruments and documents as the Administrative Agent
shall reasonably request to evidence and confirm the respective interests and
obligations of the Lenders after giving effect to the CAM Exchange, and each
Lender agrees to surrender any promissory notes originally received by it in
connection with its Loans hereunder to the Administrative Agent against delivery
of any promissory notes so executed and delivered; provided that the failure of
any Borrower to execute or deliver or of any Lender to accept any such
promissory note, instrument or document shall not affect the validity or
effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after
the CAM Exchange Date, each payment received by the Administrative Agent
pursuant to any Loan Document in respect of the Designated Obligations shall be
distributed to the Lenders pro rata in accordance with their respective CAM
Percentages (to be redetermined as of each such date of payment).

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 neither any
Borrower nor any other Loan Party shall 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 any 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 any 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.

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 Company, 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
Borrowers), 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.

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 Company. Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Company, 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 thirty (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 Company 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 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 successor153s 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
Company to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Company and such
successor. After the retiring Administrative Agent153s 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 and Swing Line
Lender. Upon the acceptance of a successor153s 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 and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender 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.

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 No Other Duties, Etc. Anything herein to the contrary
notwithstanding, none of the Bookrunners or Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09 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
any 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.

9.10 Guaranty Matters. The Lenders and the L/C Issuer
irrevocably authorize the Administrative Agent, at its option and in its
discretion, to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Material Subsidiary. Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing
the Administrative Agent153s authority to release any Guarantor from its
obligations under the Guaranty pursuant to this Section 9.10.

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 any Borrower or any other Loan Party therefrom, shall be effective
unless in writing signed by the Required Lenders and the applicable 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 or mandatory prepayment 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 (subject to clause (iv) of the second proviso
to this Section 10.01) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary (i) to amend the definition
of “Default Rate” or to waive any obligation of any Borrower to pay interest or
Letter of Credit Fees at the Default Rate or (ii) to amend any financial
covenant hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder;

(e) amend Section 2.14 (or waiver of any condition set forth in
Section 2.14) without the written consent of each Lender adversely
affected thereby;

(f) change Section 2.13 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;

(g) amend Section 1.06 or the definition of “Alternative
Currency” without the written consent of each Lender;

(h) 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; or

(i) release all or substantially all of the value of the Guaranty without the
written consent of each Lender, except to the extent the release of any
Guarantor is permitted pursuant to Section 9.10 (in which case such
release may be made by the Administrative Agent acting alone);

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; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
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; and (iv) the Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
(and any amendment, waiver or consent which by its terms requires the consent of
all Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (x) the
Commitment of any Defaulting Lender may not be increased or extended without the
consent of such Lender and (y) any waiver, amendment or modification requiring
the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the
consent of such Defaulting Lender. Further, notwithstanding anything to the
contrary contained in this Section, if the Administrative Agent and the
Borrowers shall have jointly identified an obvious error or any error or
omission of an immaterial nature, in each case in any provision of the Loan
Documents, then the Administrative Agent and the Borrowers shall be permitted to
amend such provision and such amendment shall become effective without any
further action or consent of any other party to any Loan Document if the same is
not objected to in writing by the Required Lenders within ten (10) Business Days
following receipt of notice thereof.

Notwithstanding any provision herein to the contrary, this Agreement may be
amended with the written consent of the Required Lenders, the Administrative
Agent and the Company (i) to add one or more additional revolving credit or term
loan facilities to this Agreement, in each case subject to the limitations in
Section 2.15, and to permit the extensions of credit and all related
obligations and liabilities arising in connection therewith from time to time
outstanding to

share ratably (or on a basis subordinated to the existing facilities
hereunder) in the benefits of this Agreement and the other Loan Documents with
the obligations and liabilities from time to time outstanding in respect of the
existing facilities hereunder, and (ii) in connection with the foregoing, to
permit, as deemed appropriate by the Administrative Agent and approved by the
Required Lenders, the Lenders providing such additional credit facilities to
participate in any required vote or action required to be approved by the
Required Lenders or by any other number, percentage or class of Lenders
hereunder.

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 clause (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 any Borrower, the Administrative Agent, the L/C Issuer or the Swing
Line Lender, 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
(including, as appropriate, notices delivered solely to the Person designated by
a Lender on its Administrative Questionnaire then in effect for the delivery of
notices that may contain material non-public information relating to the
Borrowers).

Notices and other communications sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given
when received; notices and other communications 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 and
other communications delivered through electronic communications to the extent
provided in clause (b) below, shall be effective as provided in such
clause (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 any 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.

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Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender153s 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 any 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 any
Borrower153s or the Administrative Agent153s 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 any 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).

(d) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender 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 Company, the Administrative Agent, the L/C Issuer and the Swing
Line Lender. 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. Furthermore, each Public
Lender agrees to cause at least one individual at or on behalf of such Public
Lender to at all times have selected the “Private Side Information” or similar
designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender153s
compliance procedures and applicable Law, including United States Federal and
state securities Laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the

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Platform and that may contain material non-public information with respect to
any Borrower or its securities for purposes of United States Federal or state
securities laws.

(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 Committed Loan Notices and Swing
Line 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. Each 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 such 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; Enforcement. 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.

Notwithstanding anything to the contrary contained herein or in any other
Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Loan Parties or any of them shall be vested
exclusively in, and all actions and proceedings at Law in connection with such
enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of
all the Lenders and the L/C Issuer; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) the L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or
Swing Line Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with
Section 10.08 (subject to the terms of Section 2.13), or (d) any
Lender from filing proofs of claim or appearing and filing pleadings on its own
behalf during the pendency of a proceeding relative to any Loan Party under any
Debtor Relief Law; and provided, further, that if at any time
there is no Person acting as Administrative Agent hereunder and under the other
Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in
addition to the matters set forth in clauses (b), (c) and
(d) of the preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

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10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrowers shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including, but subject to the terms of the Fee Letter, 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.

(b) Indemnification by the Borrowers. Each 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 such 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 (including in respect of any matters
addressed in Section 3.01), (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 any Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
any 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 any 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

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resulted from the gross negligence or willful misconduct of such Indemnitee
or (y) result from a claim brought by any Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee153s obligations
hereunder or under any other Loan Document, if such Borrower or such other 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 any Borrower for any
reason fails to indefeasibly pay any amount required under clause (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
Lender153s 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 clause (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent
permitted by applicable Law, no Borrower shall assert, and each Borrower 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
clause (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 (10) Business Days after written demand therefor.

(f) Survival. The agreements in this Section shall survive the
resignation of the Administrative Agent, the L/C Issuer and the Swing Line
Lender, 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 any 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

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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 applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment. 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.

(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 neither any
Borrower nor any other Loan Party may 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 clause (b) of this Section, (ii) by way
of participation in accordance with the provisions of clause (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of clause (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 clause
(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 clause (b), participations in L/C Obligations and in
Swing Line Loans) at the time owing to it); provided that in connection
with any assignment of all or a portion of a Lender153s U.S. Revolving Credit
Commitment, an assignee may elect to convert all of such Commitment being
assigned to a Global Revolving Credit Commitment; provided further
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 Lender153s 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; provided that, if such amount is less
than EUR100,000 (or its equivalent in another currency), then such assignee (if
such

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assignee is not a Lender) shall confirm in writing to any Designated Borrower
that is organized under the laws of the Netherlands that such assignee is a
professional market party within the meaning of the Dutch Financial Supervision
Act; and

(B) in any case not described in clause (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 Company
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 Eligible Assignee (or to an Eligible 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.

(ii) Proportionate Amounts. Each partial assignment shall be made as
an assignment of a proportionate part of all the assigning Lender153s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line
Lender153s rights and obligations in respect of Swing Line Loans;

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

(A) the consent of the Company (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; provided that the Company
shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten (10) Business
Days after having received notice thereof;

(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;

(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); and

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(D) the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment.

(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 in the amount 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 Certain Persons. No such assignment shall be made
(A) to any Borrower or any of such Borrower153s Affiliates or Subsidiaries, or (B)
to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Company and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent or any Lender hereunder (and interest accrued thereon)
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Letters of Credit and Swing Line Loans in accordance with
its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance
occurs.

Subject to acceptance and recording thereof by the Administrative Agent
pursuant to clause (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 Lender153s 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, each Borrower (at
its expense) shall execute and deliver a Note to the assignee Lender. Any

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assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this clause 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 clause (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose
as an agent of the Company (and such agency being solely for tax purposes),
shall maintain at the Administrative Agent153s 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 Company, 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. In addition, the Administrative Agent shall maintain on the
Register information regarding the designation, and revocation of designation,
of any Lender as a Defaulting Lender. The Register shall be available for
inspection by the Company 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, any Borrower or the Administrative Agent, sell participations
to any Person (other than a natural person, a Defaulting Lender or any Borrower
or any of such Borrower153s Affiliates or Subsidiaries) (each, a
“Participant“) in all or a portion of such Lender153s rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender153s participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender153s
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) each 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 Lender153s 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 clause (e) of this Section, each 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 clause (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. Each Lender that sells a participating interest in any Loan, Commitment
or other interest to a Participant shall, as agent of the Borrower solely for
the purpose of this Section 10.06(d), record in book entries maintained
by such Lender the name and the amount of the participating interest of each
Participant entitled to receive payments in respect of such participating
interests.

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(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 Company153s 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 Company is
notified of the participation sold to such Participant and such Participant
agrees, for the benefit of a Borrower, to comply with Section 3.01(e) as
though it were a Lender.

(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) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to clause (b)
above, Bank of America may, (i) upon thirty (30) days notice to the Company and
the Lenders, resign as L/C Issuer and/or (ii) upon thirty (30) days notice to
the Company, resign as Swing Line Lender. In the event of any such resignation
as L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint
from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Company to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or
Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer,
it shall retain all the rights, powers, privileges and duties of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Committed
Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section 2.04(c). Upon the appointment of a successor L/C
Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer or Swing Line Lender, as the case may be, and (b) 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 Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

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
Affiliates153 respective partners, directors, officers, employees, agents,
trustees, 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

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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 any Borrower and its obligations, (g) with the consent of any
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) 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 a Borrower who is
not then known by the recipient to be breaching any confidentiality agreement
with such Borrower by making such Information available.

For purposes of this Section, “Information” means all information
received from a Borrower or any Subsidiary relating to any 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 any Borrower or any
Subsidiary, provided that in the case of information received from any
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.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges
that (a) the Information may include material non-public information concerning
a 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 United States 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 any Borrower or any other Loan Party against any and
all of the obligations of such 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 such 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; provided, that in the event that any Defaulting

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Lender shall exercise any such right of setoff, (x) all amounts so set off
shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.17 and,
pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff.
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 Company
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 Company
(for the benefit of the applicable 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 or other electronic imaging means shall be effective as delivery of a
manually executed counterpart of this Agreement.

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

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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. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any
provisions in this Agreement relating to Defaulting Lenders shall be limited by
Debtor Relief Laws, as determined in good faith by the Administrative Agent, the
L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall
be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If any Lender requests
compensation under Section 3.04, or if any Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender is a
Defaulting Lender, then the Company 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 Company shall have paid (or caused a Designated Borrower to pay) 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 100% of 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 any Borrower (in the case of all other amounts);

(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 Company 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.

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(b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN
PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN
NEW YORK COUNTY 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 ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY
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.

(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.

(e) APPOINTMENT OF REFEREE. IF ANY ACTION OR PROCEEDING IS FILED IN A
COURT OF THE STATE OF CALIFORNIA BY OR AGAINST ANY PARTY HERETO IN CONNECTION
WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (I) THE COURT
SHALL, AND IS HEREBY DIRECTED TO, MAKE A GENERAL REFERENCE PURSUANT TO
CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 TO A REFEREE (WHO SHALL BE A
SINGLE ACTIVE OR RETIRED JUDGE) TO HEAR AND DETERMINE ALL OF THE ISSUES IN SUCH
ACTION OR PROCEEDING (WHETHER OF FACT OR OF LAW) AND TO REPORT A

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STATEMENT OF DECISION; PROVIDED THAT, AT THE OPTION OF ANY PARTY TO
SUCH PROCEEDING, ANY SUCH ISSUES PERTAINING TO A “PROVISIONAL REMEDY” (AS
DEFINED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8) SHALL BE HEARD AND
DETERMINED BY THE COURT; AND (II) WITHOUT LIMITING THE GENERALITY OF ANY OTHER
PROVISIONS HEREIN, EACH BORROWER SHALL BE SOLELY RESPONSIBLE TO PAY ALL FEES AND
EXPENSES OF ANY REFEREE APPOINTED IN SUCH ACTION OR PROCEEDING.

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 (including in
connection with any amendment, waiver or other modification hereof or of any
other Loan Document), each Borrower acknowledges and agrees, and acknowledges
its Affiliates153 understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arrangers
are arm153s-length commercial transactions between each Borrower, each other Loan
Party and their respective Affiliates, on the one hand, and the Administrative
Agent and the Arrangers, on the other hand, (B) each Borrower has consulted its
own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate, and (C) each Borrower is capable of evaluating, and understands and
accepts, the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents; (ii) (A) the Administrative Agent and the
Arrangers each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for any Borrower, any other
Loan Party or any of their respective Affiliates, or any other Person and (B)
neither the Administrative Agent nor either Arranger has any obligation to any
Borrower, any other Loan Party or any of their respective Affiliates with
respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the
Administrative Agent and the Arrangers and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Borrowers, the other Loan Parties and their respective Affiliates,
and neither the Administrative Agent nor either Arranger has any obligation to
disclose any of such interests to any Borrower, any other Loan Party or any of
their respective Affiliates. To the fullest extent permitted by Law, each
Borrower hereby waives and releases any claims that it may have against

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the Administrative Agent and the Arrangers with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

10.17 Electronic Execution of Assignments and Certain Other
Documents. The words “execution,” “signed,” “signature,” and words of
like import in any Assignment and Assumption or in any amendment or other
modification hereof (including waivers and consents) 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.

10.18 USA PATRIOT Act. 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 each 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 such Borrower, which information includes the
name and address of such Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify such Borrower in
accordance with the Act. Each Borrower shall, promptly following a request by
the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act.

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

115

10.20 Effect of Amendment and Restatement of the Existing Agreement
. On the Closing Date, the Existing Agreement shall be amended and
restated in its entirety. The parties hereto acknowledge and agree that this
Agreement and the other Loan Documents, whether executed and delivered in
connection herewith or otherwise, do not constitute a novation or termination of
the Obligations (as defined in the Existing Agreement) under the Existing
Agreement as in effect immediately prior to the Closing Date and which remain
outstanding.

116

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


TIBCO SOFTWARE INC.

By:		/s/ William R. Hughes
		Name:William R. Hughes
		Title: EVP, General Counsel & Secretary


Signed for and on behalf of TIBCO INTERNATIONAL HOLDINGS B.V., acting by Intertrust (Netherlands) B.V.

By:		/s/ P.M. Blote


Name:		P.M. Blote
Title:		Proxyholder



Signed for and on behalf of TIBCO INTERNATIONAL HOLDINGS B.V., acting by Intertrust (Netherlands) B.V.

By:		/s/ J.E. Hardeveld


Name:		J.E. Hardeveld
Title:		Proxyholder


BANK OF AMERICA, N.A., as Administrative Agent

By:		/s/ Kelly Weaver
		Name: Kelly Weaver
		Title: Assistant Vice President


BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender

By:		/s/ Jeffrey P. Mills
		Name: Jeffrey P. Mills
		Title: A.V.P.


CITIBANK, N.A., as a Lender

By:		/s/ Susan M. Olsen
		Name: Susan M. Olsen
		Title: Vice President


U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:		/s/ Richard J. Ameny, Jr.
		Name: Richard J. Ameny, Jr.
		Title: Vice President


UNION BANK, N.A., as a Lender

By:		/s/ Carlos Cruz
		Name: Carlos Cruz
		Title: Assistant vice President


COMERICA BANK, as a Lender

By:		/s/ Steve Clear
		Name: Steve Clear
		Title: Vice President


BANK OF THE WEST, as a Lender

By:		/s/ Kathy Rosner-Galitz
		Name: Kathy Rosner-Galitz
		Title: SVP & Regional Manager San Jose NBO


CALIFORNIA BANK AND TRUST, as a Lender

By:		/s/ Sanjay Sinha
		Name: Sanjay Sinha
		Title: Vice President


CHINATRUST BANK (U.S.A.), as a Lender

By:		/s/ Johnny Lee
		Name: Johnny Lee
		Title: EVP & Group Head, C&I

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