364-Day Credit Agreement – Automatic Data Processing, Inc.

US$2,000,000,000

364-DAY CREDIT AGREEMENT

dated as of

June 22, 2011

among

AUTOMATIC DATA PROCESSING, INC.

The BORROWING SUBSIDIARIES

referred to herein

The LENDERS Party Hereto

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

_________________________

BANK OF AMERICA, N.A.

BNP PARIBAS

WELLS FARGO BANK, N.A.

BARCLAYS CAPITAL and

CITIBANK, N.A.

as Syndication Agents

DEUTSCHE BANK SECURITIES INC. and

INTESA SANPAOLO S.P.A

as Documentation Agents

_________________________

J.P. MORGAN SECURITIES LLC

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

BNP PARIBAS SECURITIES CORP.

WELLS FARGO SECURITIES, LLC

BARCLAYS CAPITAL and

CITIGROUP GLOBAL MARKETS INC.

as Joint Lead Arrangers and Joint Bookrunners

ARTICLE I Definitions

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	17
SECTION 1.03.	Terms Generally	17
SECTION 1.04.	Accounting Terms; GAAP	17

ARTICLE II The Credits
SECTION 2.01.	Commitments	18
SECTION 2.02.	Loans and Borrowings	18
SECTION 2.03.	Requests for Revolving Borrowings	19
SECTION 2.04.	[Intentional Omitted]	20
SECTION 2.05.	Competitive Bid Procedure	20
SECTION 2.06.	[Intentionally Omitted]	22
SECTION 2.07.	Funding of Borrowings	22
SECTION 2.08.	Repayment of Borrowings; Evidence of Debt; Extension of Maturity Date	23
SECTION 2.09.	Interest Elections	24
SECTION 2.10.	Termination and Reduction of Commitments	26
SECTION 2.11.	Prepayment of Loans	26
SECTION 2.12.	Fees	27
SECTION 2.13.	Interest	28
SECTION 2.14.	Alternate Rate of Interest	29
SECTION 2.15.	Increased Costs	29
SECTION 2.16.	Break Funding Payments	30
SECTION 2.17.	Taxes	31
SECTION 2.18.	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	32
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	34
SECTION 2.20.	Designation of Borrowing Subsidiaries	35
SECTION 2.21.	Defaulting Lenders	36

ARTICLE III Representations and Warranties

SECTION 3.01.	Organization; Powers	36
SECTION 3.02.	Authorization; Enforceability	37
SECTION 3.03.	Governmental Approvals; No Conflicts	37
SECTION 3.04.	Financial Condition; No Material Adverse Change	37
SECTION 3.05.	Properties	37

Contents, p. 2

SECTION 3.06.	Litigation and Environmental Matters	38
SECTION 3.07.	Compliance with Laws and Agreements	38
SECTION 3.08.	Federal Reserve Regulations	38
SECTION 3.09.	Investment Company Status	38
SECTION 3.10.	Taxes	38
SECTION 3.11.	ERISA	39
SECTION 3.12.	Disclosure	39

ARTICLE IV Conditions

SECTION 4.01.	Effective Date	39
SECTION 4.02.	Each Credit Event	40
SECTION 4.03.	Initial Credit Event for each Borrowing Subsidiary	41

ARTICLE V Affirmative Covenants

SECTION 5.01.	Financial Statements and Other Information	41
SECTION 5.02.	Notices of Material Events	42
SECTION 5.03.	Existence; Conduct of Business	43
SECTION 5.04.	Payment of Taxes	43
SECTION 5.05.	Maintenance of Properties	43
SECTION 5.06.	Books and Records; Inspection Rights	43
SECTION 5.07.	Compliance with Laws	44
SECTION 5.08.	Use of Proceeds	44

ARTICLE VI Negative Covenants

SECTION 6.01.	Liens	44
SECTION 6.02.	Sale and Leaseback Transactions	45
SECTION 6.03.	Fundamental Changes	45

ARTICLE VII Events of Default

Contents, p. 3

ARTICLE VIII The Administrative Agent

ARTICLE IX Guarantee

ARTICLE X Miscellaneous

SECTION 10.01.	Notices	52
SECTION 10.02.	Waivers; Amendments	53
SECTION 10.03.	Expenses; Indemnity; Damage Waiver	54
SECTION 10.04.	Successors and Assigns	55
SECTION 10.05.	Survival	58
SECTION 10.06.	Counterparts; Integration; Effectiveness	58
SECTION 10.07.	Severability	58
SECTION 10.08.	Right of Setoff	59
SECTION 10.09.	Governing law; Jurisdiction; Consent to Service of Process	59
SECTION 10.10.	WAIVER OF JURY TRIAL	60
SECTION 10.11.	Headings	60
SECTION 10.12.	Confidentiality	60
SECTION 10.13.	Conversion of Currencies	61
SECTION 10.14.	Interest Rate Limitation	62
SECTION 10.15.	USA Patriot Act	62
SECTION 10.16.	No Fiduciary Relationship	62

SCHEDULES:

Schedule 2.01	–	Lenders and Commitments
Schedule 2.18	–	Payment Instructions
Schedule 6.01	–	Liens

EXHIBITS:

Exhibit A	–	Form of Assignment and Assumption
Exhibit B-1	–	Form of Borrowing Subsidiary Agreement
Exhibit B-2	–	Form of Borrowing Subsidiary Termination
Exhibit C	–	Form of Promissory Note
Exhibit D	–	Form of Opinion of General Counsel of the Company

364-DAY CREDIT AGREEMENT dated as of June 22, 2011 (this
“Agreement“), among AUTOMATIC DATA PROCESSING, INC., a Delaware
corporation (the “Company“), the BORROWING SUBSIDIARIES from time to time
party hereto (the Company and the Borrowing Subsidiaries being collectively
called the “Borrowers“), the LENDERS from time to time party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The Company has requested that the Lenders (such term and each other
capitalized term used and not otherwise defined herein having the meaning
assigned to it in Article I) extend credit in the form of Commitments under
which the Borrowers may obtain Loans in US Dollars in an aggregate principal
amount at any time outstanding that will not result in the aggregate Exposures
exceeding US$2,000,000,000. The Company has also requested that the Lenders
provide (a) a procedure pursuant to which the Borrowers may invite the Lenders
to bid on an uncommitted basis on short-term Loans to the Borrowers and (b) a
procedure pursuant to which the Borrowers may obtain Loans on an uncommitted
basis from individual Lenders on terms to be negotiated at the time such Loans
are requested. The proceeds of borrowings hereunder are to be used for general
corporate purposes of the Borrowers and their subsidiaries, including the
refinancing of indebtedness under the Company’s 364-Day Credit Agreement dated
as of June 23, 2010, and its Five-Year Credit Agreement dated as of June 28,
2006 (the “Existing Credit Agreements“).

The Lenders are willing to establish the credit facilities referred to in the
preceding paragraph upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

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

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

“Administrative Agent” means JPMCB, in its capacity as administrative
agent for the Lenders hereunder, or any successor in such capacity.

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

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

“Agreement Currency” has the meaning assigned to such term in Section
10.13(b).

“Alternate Base Rate” means, for any day, a rate per annum equal to
the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1% per annum and (c) the LIBO
Rate for a one month interest period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1% per annum,
provided that, for the avoidance of doubt, the LIBO Rate for any day
shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on
any successor or substitute page) at approximately 11:00 a.m. London time on
such day (without any rounding). Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively.

“Applicable Rate” means a rate per annum equal to, with respect to (a)
any Eurocurrency Loan, 40% of the Index (but not less than (i) prior to the
Termination Date 0.20% per annum and (ii) on and after the Termination Date
0.30% per annum) and (b) any ABR Loan, the Applicable Rate for Eurocurrency
Loans minus 1% per annum (but in no event shall the Applicable Rate be
less than 0%). For purposes of determining any Applicable Rate, the Index shall
be determined as of each Reset Date for the applicable Revolving Loans. Each
change in the Applicable Rate for any Revolving Loans hereunder shall apply
during the period commencing on the Reset Date on which a change in the Index
becomes effective and ending on the date immediately preceding the Reset Date on
which the next such change becomes effective. If the Index shall be unavailable
as of any Reset Date, the Company and the Lenders under the Facility agree to
negotiate in good faith (for a period of up to 30 days after the Index becomes
unavailable) to agree on an alternative method for establishing the Applicable
Rate. During such negotiations, the Applicable Rate will be calculated as
provided above and based on the last available quote of the Index. If no such
alternative method is agreed upon during such 30 day period, then following the
end of such period, and until such an alternative method shall have been agreed
upon, the Applicable Rate will be the higher of (x) the rate determined based on
the last available quote of the Index and (y) 0.50% per annum.

“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 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

“Attributable Debt” means, with respect to any Sale and Leaseback
Transaction, the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such Sale and Leaseback Transaction) of the
total obligations of the lessee for rental payments (other than amounts required
to be paid on account of taxes, maintenance, repairs, insurance, assessments,
utilities, operating and labor costs and other items which do not constitute
payments for property rights) during the remaining term of the lease included in
such Sale and Leaseback Transaction (including any period for which such lease
has been extended). In the case of any lease which is terminable by the lessee
upon payment of a penalty, the Attributable Debt shall be the lesser of the
Attributable Debt determined assuming termination upon the first date such lease
may be terminated (in which case the Attributable Debt shall also include the
amount of the penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated) or the Attributable Debt determined assuming no such termination.

“Availability Period” means the period from and including the
Effective Date to but excluding the earlier of the Termination Date and the date
of termination of the Commitments.

“Bankruptcy Event” means, with respect to any Person, that such Person
becomes the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with the reorganization or liquidation of
its business or custodian appointed for it, or, in the good faith determination
of the Administrative Agent, has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest,
in such Person by a Governmental Authority or instrumentality thereof. If,
however, such ownership interest results in or provides such Person with
immunity from the jurisdiction of courts within the United States or from the
enforcement of judgments or writs of attachment on its assets or permits such
Person (or such Governmental Authority or instrumentality) to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person, such
ownership interest will constitute a Bankruptcy Event. Nothing in this
definition or elsewhere in this Agreement shall require any Person to disclose
any information that it would be prohibited from disclosing under applicable law
or regulation.

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

“Borrower” means the Company or any Borrowing Subsidiary.

“Borrowing” means Loans (including Competitive Loans and Contract
Loans) of the same Class and Type, made, converted or continued on the same date
and,

in the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single
Interest Period is in effect.

“Borrowing Minimum” means US$5,000,000.

“Borrowing Multiple” means US$1,000,000.

“Borrowing Request” means a request by a Borrower for a Borrowing in
accordance with Section 2.03.

“Borrowing Subsidiary” means any Subsidiary that has been designated
as such pursuant to Section 2.20 and that has not ceased to be a Borrowing
Subsidiary as provided in such Section.

“Borrowing Subsidiary Agreement” means a Borrowing Subsidiary
Agreement substantially in the form of Exhibit B-1.

“Borrowing Subsidiary Termination” means a Borrowing Subsidiary
Termination substantially in the form of Exhibit B-2.

“Business Day” means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that when used in connection with a
Eurocurrency Loan, the term “Business Day” shall also exclude any day on which
banks are not open for dealings in deposits in US Dollars in the London
interbank market.

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

“Change in Law” means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or by any
lending office of such Lender or by such Lender’s holding company with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement; provided
that notwithstanding anything herein to the contrary, no act, event or
circumstance referred to in clause (a), (b) or (c) of this definition shall be
deemed to have occurred prior to the date of this Agreement as a result of the
applicable law, rule, regulation, interpretation, application, request,
guideline or directive having been adopted, made or issued under the general
authority of the Dodd-Frank Wall Street

Reform and Consumer Protection Act or Basel III as promulgated by the Basel
Committee on Banking Supervision.

“Class“, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Loans or Contract Loans.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means, with respect to each Lender, the commitment of
such Lender to make Loans pursuant to Section 2.01, expressed as an amount
representing the maximum aggregate amount of such Lender’s Revolving Loan
Exposure hereunder, as such commitment may (a) be reduced from time to time
pursuant to Section 2.10 or (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender’s Commitment is set forth on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable. The aggregate amount of the Commitments on the date
hereof is US$2,000,000,000.

“Company” has the meaning assigned to such term in the heading of this
Agreement.

“Competitive Bid” means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.05.

“Competitive Bid Rate” means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

“Competitive Bid Request” means a request for Competitive Bids in
accordance with Section 2.05.

“Competitive Borrowing” means a Borrowing comprised of Competitive
Loans.

“Competitive Loan” means a Loan made pursuant to Section 2.05. Each
Competitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.

“Competitive Loan Exposure” means, with respect to any Lender at any
time, the aggregate principal amount of the outstanding Competitive Loans of
such Lender.

“Consolidated Net Worth” means the shareholders’ equity of the
Company, determined on a consolidated basis in accordance with GAAP.

“Contract Loan” has the meaning assigned to such term in Section
2.02(e).

“Contract Loan Exposure” means, with respect to any Lender at any
time, the aggregate principal amount of the outstanding Contract Loans of such
Lender.

“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.

“Default” means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, constitute an Event of Default.

“Defaulting Lender” means any Lender that (a) has failed, within two
Business Days of the date required to be funded or paid, to (i) fund any portion
of its Loans or (ii) pay over to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder, unless, in the case of
clause (i) above, it notifies the Administrative Agent in writing that such
failure is the result of its good faith determination that a condition precedent
to funding (specifically identified and including the particular default, if
any) has not been satisfied, (b) has notified the Company, any other Borrower,
the Administrative Agent or any Lender in writing, or has made a public
statement to the effect, that it does not intend or expect to comply with any of
its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on its good faith determination
that a condition precedent (specifically identified and including the particular
default, if any) to funding a Loan under this Agreement cannot be satisfied) or
generally under other agreements in which it commits to extend credit, (c) has
failed, within three Business Days after request by the Administrative Agent,
acting in good faith, to provide a certification in writing from an authorized
officer thereof that it will comply with its obligations (and is financially
able to meet such obligations) to fund Loans under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant
to this clause (c) upon the receipt by the Administrative Agent of such
certification in form and substance satisfactory to the Administrative Agent, or
(d) has become the subject of a Bankruptcy Event.

“Effective Date” means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 10.02).

“Environmental Laws” means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of any of the Borrowers or any of their 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.

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

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

“ERISA Event” means (a) any “reportable event”, as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) any failure by
any Plan to satisfy the minimum funding standard (within the meaning of Section
412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case
whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or
Section 302(c) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Company or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Company or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Company or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA, or in endangered or
critical status, within the meaning of Section 305 of ERISA; or (h) a
determination that any Plan is, or is expected to be, in “at-risk” status (as
defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code).

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

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

“Excluded Taxes” means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
Obligation hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America (or any political subdivision
thereof), or by the jurisdiction under which such recipient is organized or in
which its principal office or any lending office from which it makes Loans
hereunder is located, (b) any branch profit taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction described in
clause (a) above, (c) in the case of a Lender (other than an assignee pursuant
to a request by the Company under Section 2.19(b)), any withholding tax that is
imposed by the United States of America (or any political subdivision thereof)
on payments by a Borrower from an office within such jurisdiction to the extent
such tax is in effect and would apply as of the date such Lender becomes a party
to this Agreement or relates to payments received by a new lending office
designated by such Lender and is in effect and would apply at the time such
lending office is designated, (d) any withholding Taxes imposed by the United
States of America pursuant to FATCA and (e) any withholding tax that is
attributable to such Lender’s failure to comply with Section 2.17(e), except, in
the case of clause (c) above, to the extent that (i) such Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts with respect to such
withholding tax pursuant to Section 2.17 or (ii) such withholding tax shall have
resulted from the making of any payment to a location other than the office
designated by the Administrative Agent or such Lender for the receipt of
payments of the applicable type.

“Existing Credit Agreements” has the meaning set forth in the
introductory statement.

“Exposure” means, with respect to any Lender, such Lender’s Revolving
Loan Exposure, Competitive Loan Exposure and Contract Loan Exposure.

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

“Financial Officer” means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

“Fixed Rate” means, with respect to any Competitive Loan (other than a
Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Loan in its related Competitive Bid.

“Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed
Rate.

“GAAP” means generally accepted accounting principles in the United
States of America.

“Governmental Authority” means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government.

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

“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.

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

“Indebtedness” of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title

retention agreements relating to property acquired by such Person, (e) all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the ordinary course
of business), (f) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or
not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (j)
all obligations, contingent or otherwise, of such Person in respect of bankers’
acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Index” means, with respect to any Revolving Loan for any period, the
average of the Markit CDX.NA.IG Series 16 or any successor series (5 Year
Period) for the 30 business days (or for the number of business days for which
the then current Markit CDX.NA.IG is in effect, if such number of business days
is fewer than 30 business days) preceding the Reset Date applicable to such Loan
for such period, as available to the applicable office of the Administrative
Agent. For purposes of this definition, “business days” means days in respect of
which the Securities Industry and Financial Markets Association declares the US
fixed income market to be open.

“Interest Election Request” means a request by the relevant Borrower
to convert or continue a Borrowing in accordance with Section 2.09.

“Interest Payment Date” means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency
Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period, (c) with respect
to any Fixed Rate Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Fixed Rate Loan
with an Interest Period of more than 90 days’ duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last
day of such Interest Period that occurs at intervals of 90 days’ duration after
the first day of such Interest Period, and any other dates specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing and (d) with respect to any Contract Loan, the date or dates
agreed upon by the relevant Borrower and the applicable

Lender or, if no such dates shall have been agreed upon, the last day of each
March, June, September and December.

“Interest Period” means, (i) with respect to any Eurocurrency
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the relevant Borrower may elect, (ii) with respect to
any Fixed Rate Borrowing, the period (which shall not be less than seven days or
more than 360 days) commencing on the date of such Borrowing and ending on the
date specified in the applicable Competitive Bid Request and (iii) with respect
to any Contract Loan, the period commencing on the date of such Borrowing and
ending on the date agreed upon by the relevant Borrower and the applicable
Lender; provided that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless, in the case of a Eurocurrency Borrowing only,
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences
on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made, and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

“JPMCB” means JPMorgan Chase Bank, N.A. and its successors.

“Judgment Currency” has the meaning assigned to such term in Section
10.13(b).

“Lenders” means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that shall have ceased to be a party
hereto pursuant to an Assignment and Assumption.

“LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m., London time, on the Quotation Day for such Interest
Period by reference to the British Bankers’ Association Interest Settlement
Rates for deposits in US Dollars (as reflected on the Reuters Screen LIBOR01
Page (or on any successor or substitute page)), for a period equal to such
Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition, “LIBO
Rate” shall mean the interest rate per annum determined by the Administrative
Agent to be the average of the rates per annum at which deposits in US Dollars
are offered for such Interest Period to major banks in the London interbank
market by JPMCB at approximately 11:00 a.m., London time, on the Quotation Day
for such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

“Loan Documents” means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination and each promissory note
delivered pursuant to this Agreement.

“Loans” means the loans made by the Lenders to the Borrowers pursuant
to this Agreement.

“Margin” means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

“Material Adverse Effect” means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Company and its Subsidiaries taken as a whole, (b) the ability of the
Company to perform any of its obligations under this Agreement or (c) the rights
of or benefits available to the Lenders under this Agreement.

“Material Indebtedness” means Indebtedness (other than the Loans), or
obligations in respect of one or more Hedging Agreements, of the Company and its
Subsidiaries in an aggregate principal amount exceeding US$250,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the
obligations of any Borrower or any Subsidiary in respect of any Hedging
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Borrower or Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

“Material Subsidiary” means (a) any Subsidiary that is a Borrower, (b)
any Subsidiary that directly or indirectly owns or Controls any Material
Subsidiary and (c) any other Subsidiary (i) the consolidated revenues of which
for the most recent period of four fiscal quarters of the Company for which
audited financial statements have been delivered pursuant to Section 5.01 were
greater than 10% of the Company’s consolidated revenues for such period or (ii)
the consolidated assets of which as of the end of such period were greater than
10% of the Company’s consolidated assets as of such date; provided that
if at any time the aggregate consolidated revenues or assets of all Subsidiaries
that are not Material Subsidiaries for or at the end of any period of four
fiscal quarters exceeds 10% of the Company’s consolidated revenues for such
period or

10% of the Company’s consolidated assets as of the end of such period, as
applicable, the Company shall (or, in the event the Company has failed to do so
within 10 days, the Administrative Agent may) designate sufficient Subsidiaries
as “Material Subsidiaries” to eliminate such excess, and such designated
Subsidiaries shall for all purposes of this Agreement constitute Material
Subsidiaries. For purposes of making the determinations required by this
definition, revenues and assets of foreign Subsidiaries shall be converted into
US Dollars at the rates used in preparing the consolidated balance sheet of the
Company included in the applicable financial statements.

“Maturity Date” means the Termination Date or any later date to which
the Maturity Date shall have been extended pursuant to Section 2.08(f).

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

“Notice of Illegality” has the meaning set forth in Section 2.20.

“Obligations” means the due and punctual payment of (i) the principal
of and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans made to any Borrower, when and as due, whether at maturity, by
acceleration, upon one or more dates set for prepayment or otherwise and (ii)
all other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including
monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Borrowers under this Agreement and the
other Loan Documents.

“Other Taxes” means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
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.

“Participant” has the meaning assigned to such term in Section
10.04(e).

“Patriot Act” has the meaning set forth in Section 10.15.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

“Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment. If the Commitments
have terminated or expired, the Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 30 days or are being
contested in good faith;

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

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

(e) judgment liens; and

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on
real property imposed by law or arising in the ordinary course of business that
do not secure any monetary obligations and do not materially detract from the
value of the affected property or interfere with the ordinary conduct of
business of any of the Borrowers or any of their Subsidiaries;

provided that the term “Permitted Encumbrances” shall not include any
Lien securing Indebtedness or any Lien in favor of the PBGC.

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

“Plan” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which any of the
Borrowers or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.

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

“Quotation Day” means, with respect to any Eurocurrency Borrowing and
any Interest Period, the day on which it is market practice in the relevant
interbank market for prime banks to give quotations for deposits in US Dollars
for delivery on the first day of such Interest Period. If such quotations would
normally be given by prime banks on more than one day, the Quotation Day will be
the last of such days.

“Register” has the meaning set forth in Section 10.04.

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

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

“Required Lenders” means, at any time, Lenders having unused
Commitments and Revolving Loan Exposures representing more than 50% of the
aggregate total unused Commitments and Revolving Loan Exposures; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans and Contract Loans of the Lenders shall be included in their
respective Revolving Loan Exposures in determining the Required Lenders.

“Reset Date” means each date on which the Index will be determined.
The Reset Dates for any Eurocurrency Loans will be the dates on which LIBO Rates
are set for such Loans for each Interest Period applicable thereto;
provided that for any Eurocurrency Loan with an Interest Period longer
than three months, a Reset Date will also occur at the end of each successive
three-month period during such Interest Period. The Reset Dates for any ABR
Loans will be the Effective Date and the first day of each calendar quarter
thereafter.

“Revolving Borrowing” means a Borrowing comprised of Revolving Loans.

“Revolving Loan” means a Loan made by a Lender pursuant to Section
2.01. Each Revolving Loan shall be a Eurocurrency Loan or an ABR Loan.

“Revolving Loan Exposure” means, at any time, the aggregate principal
amount of the Revolving Loans outstanding at such time. The Revolving Loan
Exposure of any Lender at any time shall be such Lender’s Percentage of the
total Revolving Loan Exposure at such time.

“Sale and Leaseback Transaction” means any arrangement whereby the
Company or a Subsidiary, directly or indirectly, shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred.

“Statutory Reserves” means any reserve, liquid asset or similar
requirements established by any Governmental Authority of the United States to
which banks in such jurisdiction are subject for any category of deposits or
liabilities customarily used to fund loans in US Dollars or by reference to
which interest rates applicable to Loans are determined.

“subsidiary” means, with respect to any Person, any entity with
respect to which such Person alone owns, such Person or one or more of its
subsidiaries together own, or such Person and any Person Controlling such Person
together own, in each case directly or indirectly, capital stock or other equity
interests having ordinary voting power to elect a majority of the members of the
Board of Directors of such corporation or other entity or having a majority
interest in the capital or profits of such corporation or other entity.

“Subsidiary” means any subsidiary of the Company.

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

“Termination Date” means June 20, 2012.

“Transactions” means the execution, delivery and performance by the
Company and the other Borrowers of the Loan Documents, the borrowing of Loans
hereunder and the use of the proceeds thereof.

“Type“, when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
or a Fixed Rate.

“US Dollars” or “US $” means the lawful money of the United
States of America.

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

“Withholding Agent” means any Loan Party and the Administrative Agent.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
“Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class
and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be
classified and referred to by Class (e.g., a “Revolving Borrowing”) or by
Type (e.g., a ” Eurocurrency Borrowing”) or by Class and Type
(e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03. Terms Generally. 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 (a) any definition of or reference to any
agreement, instrument or other document herein 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), (b) any definition
of or reference to any statute, rule or regulation shall be construed as
referring thereto as from time to time amended, supplemented or otherwise
modified (including by succession of comparable successor laws), (c) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (d) the words “herein”, “hereof” and “hereunder” and
words of similar import shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (e) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) 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 and (g) any
definition of or reference to any statute, rule or regulation shall be construed
as referring thereto as from time to time amended, supplemented or otherwise
modified (including by succession of comparable successor law).

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP as in effect from time to time;
provided that if the Company notifies the Administrative Agent that the
Company requests an amendment to any provision hereof to eliminate the effect of
any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision (or if the Administrative Agent notifies the
Company that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied

immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Company and the
Borrowing Subsidiaries from time to time during the Availability Period in US
Dollars in an aggregate principal amount at any time outstanding that will not
result in (i) such Lender’s Revolving Loan Exposure exceeding its Commitment or
(ii) the aggregate Exposures exceeding the aggregate Commitments.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be
made as part of a Borrowing consisting of Revolving Loans made by the Lenders
(or their Affiliates as provided in paragraph (b) below) ratably in accordance
with their respective Commitments. Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.05. Each Contract Loan
shall be made in accordance with the procedures set forth in paragraph (e)
below. The failure of any Lender to make any Loan required to be made by it
shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as required hereunder.

(b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised
entirely of Eurocurrency Loans or ABR Loans as the applicable Borrower may
request in accordance herewith and (ii) each Competitive Borrowing shall be
comprised entirely of Eurocurrency Loans or Fixed Rate Loans, as the applicable
Borrower may request in accordance herewith. Each Lender at its option may make
any Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan (and in the case of an Affiliate, the provisions of Sections
2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to
such Lender); provided that any exercise of such option shall not affect
the obligation of the applicable Borrower to repay such Loan in accordance with
the terms of this Agreement. Notwithstanding any other provision of this
Agreement, the Borrowers shall not be responsible under Section 2.15 or 2.17 for
any increased costs incurred by a Lender as a result of a change in the location
from which such Lender makes Loans unless such Lender is legally required to
make such change.

(c) At the commencement of each Interest Period for any Borrowing (other than
a Borrowing comprised of Competitive Loans or Contract Loans), such Borrowing
shall be in an aggregate amount that is at least equal to the Borrowing Minimum
and an integral multiple of the Borrowing Multiple; provided that an ABR
Borrowing may be made in an aggregate amount that is equal to the aggregate
available Commitments. Borrowings of more than one Type and Class may be
outstanding at the

same time; provided that there shall not at any time be more than a
total of five Eurocurrency Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, no Borrower shall
be entitled to request, or to elect to convert or continue, any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.

(e) At any time, any Borrower and any Lender may agree that such Lender will
make a Loan (a “Contract Loan“) to the Borrower denominated in US
Dollars, and bearing interest at an agreed upon rate, for an interest period to
be agreed upon and upon such other terms as the applicable Borrower and Lender
may agree (it being understood that a Contract Loan shall not be required to be
in any particular minimum amount); provided that, (i) after giving effect
to the making of any such Contract Loan, the aggregate Exposures shall not
exceed the aggregate Commitments and (ii) no such Loan shall be a Contract Loan
unless the relevant Borrower and the applicable Lender expressly agree at the
time such Loan is made, and notify the Administrative Agent, that such Loan
shall be a Contract Loan for purposes of this Agreement. If the applicable
Borrower and Lender shall, after any Contract Loan is made, agree that such
Contract Loan shall no longer be a Contract Loan hereunder and shall notify the
Administrative Agent of such agreement, such Loan shall, as of the date of such
agreement, cease to be a Contract Loan or to be entitled to any further benefits
under this Agreement. Contract Loans shall be deemed Loans for all purposes
under this Agreement. Each Borrower and Lender shall promptly notify the
Administrative Agent of (i) the date, principal amount, maturity, interest rate,
Interest Period and Interest Payment Dates of each Contract Loan made by or to
such Lender to such Borrower and (ii) the date and amount of any repayment or
prepayment of any such Contract Loan.

SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, the applicable Borrower, or the Company on behalf of the
applicable Borrower, shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m.,
New York City time, three Business Days before the date of the proposed
Borrowing and (b) in the case of an ABR Borrowing, not later than 12:00 noon,
New York City time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the applicable
Borrower, or by the Company on behalf of the applicable Borrower. Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

(i) the Borrower requesting such Borrowing (or on whose behalf the Company is
requesting such Borrowing);

(ii) the aggregate principal amount of the requested Borrowing;

(iii) the date of the requested Borrowing, which shall be a Business Day;

(iv) the Type of the requested Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to
be applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and

(vi) the location and number of the relevant Borrower’s account to which
funds are to be disbursed, which shall comply with the requirements of Section
2.07.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurocurrency Borrowing, then the relevant Borrower
shall be deemed to have selected an Interest Period of one month’s duration.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of the Loan to be made by such Lender as part of the
requested Borrowing.

SECTION 2.04. [Intentionally Omitted]

SECTION 2.05. Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, from time to time during the Availability Period
any Borrower may request Competitive Bids for Competitive Loans in US Dollars
and may (but shall not have any obligation to) accept Competitive Bids and
borrow Competitive Loans; provided that the aggregate Exposures at any
time shall not exceed the aggregate Commitments. To request Competitive Bids,
the Company or the applicable Borrower shall notify the Administrative Agent of
such request by telephone (i) in the case of a Eurocurrency Competitive
Borrowing, not later than 10:00 a.m., New York City time, four Business Days
before the date of the proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Borrowing, not later than 12:00 noon, New York City time, one
Business Day before the date of the proposed Competitive Borrowing. Not more
than three Competitive Bid Requests may be submitted on the same day. Each
telephonic Competitive Bid Request shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Competitive Bid Request in
a form approved by the Administrative Agent and signed by the Company. Each such
telephonic and written Competitive Bid Request shall specify the following
information in compliance with Section 2.02:

(i) the Borrower requesting the Competitive Bid and the aggregate amount of
the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed
Rate Borrowing;

(iv) the Interest Period to be applicable to such Borrowing, which shall be a
period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Company’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.

Promptly following receipt of a Competitive Bid Request in accordance with
this Section, the Administrative Agent shall notify the Lenders of the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one or more
Competitive Bids to the Company in response to a Competitive Bid Request. Each
Competitive Bid by a Lender must be in a form approved by the Administrative
Agent and must be received by the Administrative Agent by telecopy, (i) in the
case of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New
York City time, four Business Days before the date of the proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30
a.m., New York City time, on the date of the proposed Competitive Borrowing.
Competitive Bids that do not conform to the form approved by the Administrative
Agent may be rejected by the Administrative Agent, and the Administrative Agent
shall notify the applicable Lender as promptly as practicable. Each Competitive
Bid shall specify (i) the principal amount (which may equal the entire principal
amount of the Competitive Borrowing requested by the Company) of the Competitive
Loan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate
or Rates at which the Lender is prepared to make such Loan or Loans (expressed
as a percentage rate per annum in the form of a decimal to no more than four
decimal places) and (iii) the Interest Period applicable to each such Loan and
the last day thereof.

(c) The Administrative Agent shall promptly notify the Company by telecopy of
the Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Subject only to the provisions of this paragraph, the applicable Borrower
may accept or reject any Competitive Bid. The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, (i) in the case of a Eurocurrency Competitive
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before the date of the proposed Competitive Borrowing and (ii) in the case of a
Fixed Rate Borrowing, not later than 10:30 a.m., New York City time, on the date
of the proposed Competitive Borrowing; provided that (i) the failure of
the Borrower to give such notice shall be deemed to be a

rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if such Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request and (iv) to the extent necessary to comply
with clause (iii) above, the Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid; provided
further that in calculating the pro rata allocation of acceptances of
portions of multiple Competitive Bids at a particular Competitive Bid Rate
pursuant to clause (iv) the amounts shall be rounded to integral multiples of
the Borrowing Multiple in a manner determined by the Borrower. A notice given by
the Borrower pursuant to this paragraph shall be irrevocable.

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

(f) If the Administrative Agent or one of its Affiliates shall elect to
submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the applicable Borrower at least one quarter of an
hour earlier than the time by which the other Lenders are required to submit
their Competitive Bids to the Administrative Agent pursuant to paragraph (b) of
this Section.

SECTION 2.06. [Intentionally Omitted]

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each
Loan (other than a Contract Loan) to be made by it hereunder on the proposed
date thereof by wire transfer of immediately available funds by 2:00 p.m., New
York City time, to the account of the Administrative Agent. The Administrative
Agent will make such Loans available to the relevant Borrower by promptly
crediting the amounts so received, in like funds, to an account of such Borrower
maintained by the Administrative Agent (or another account specified by such
Borrower in the applicable Borrowing Request) in New York City. Each Lender
shall make each Contract Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by the time and to the
account agreed upon by the relevant Borrower and the applicable Lender.

(b) Unless the Administrative Agent shall have received notice from a Lender
prior to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing, the
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such

assumption, make available to the relevant Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, and the Administrative Agent
has made an amount corresponding to such share available to such Borrower, then
the applicable Lender and such Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount 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 (i) in the case of such Lender, the rate reasonably determined by the
Administrative Agent to be the cost to it of funding such amount or (ii) in the
case of such Borrower, the interest rate applicable to the subject Loan. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing and the Administrative
Agent shall return to such Borrower any amount (including interest) paid by such
Borrower to the Administrative Agent pursuant to this paragraph.

SECTION 2.08. Repayment of Borrowings; Evidence of Debt; Extension of
Maturity Date. (a) Each Borrower hereby unconditionally promises to pay to
the Administrative Agent for the accounts of the applicable Lenders (i) the then
unpaid principal amount of the Loans comprising each Borrowing of such Borrower
on the Maturity Date and (ii) the then unpaid principal amount of each
Competitive Loan on the last day of the Interest Period applicable thereto. Each
Borrower hereby unconditionally promises to pay to the applicable Lender the
then unpaid principal amount of each Contract Loan on the date or dates agreed
by such Borrower and such Lender.

(b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the obligations of each Borrower to such Lender
resulting from the Loans made by such Lender.

(c) The Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Borrowing made hereunder, the Class and Type thereof and
the Interest Period applicable thereto and (ii) the amount of any sum received
by the Administrative Agent hereunder for the accounts of the Lenders and each
Lender’s share thereof.

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

(e) Any Lender may request that Loans of any Class made by it to any Borrower
be evidenced by a promissory note if it is the policy of such Lender to obtain
promissory notes in transactions comparable to those provided for herein or if
such Lender has another business reason for requesting such a promissory note.
In such event,

each applicable Borrower shall prepare, execute and deliver to such Lender a
promissory note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) in the form of Exhibit C
hereto. Thereafter, the Loans evidenced by each such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 10.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).

(f) Each Borrower may, by notice to the Administrative Agent (which shall
promptly deliver a copy to each of the Lenders) given not less than 45 days and
not more than 60 days prior to the Termination Date, extend the Maturity Date to
a date not later than the first anniversary of the Termination Date;
provided that any such extension of the Maturity Date shall be subject to
the satisfaction, on and as of the Termination Date, of the following
conditions:

(i) The representations and warranties of the Borrowers set forth herein
shall be true and correct on and as of the Termination Date, except to the
extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct as
of such earlier date).

(ii) Immediately before and after the Termination Date, no Default shall have
occurred and be continuing.

An extension of the Maturity Date as set forth herein shall be deemed to
constitute a representation and warranty by each Borrower on and as of the
Termination Date as to the matters specified in paragraphs (i) and (ii) of this
Section 2.08(f). Loans repaid or prepaid after the Termination Date may not be
reborrowed.

SECTION 2.09. Interest Elections. (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurocurrency Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. After the initial Revolving Borrowings, the Borrowers
may elect to convert and continue such Revolving Borrowings to or as other
Revolving Borrowings as provided in this Section. The Borrowers may elect
different options with respect to different portions of the affected Borrowings,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowings and any Loans resulting from an
election made with respect to any such portion shall be considered a separate
Borrowing. Notwithstanding any other provision of this Section, no Borrowing may
be converted into or continued as a Borrowing with an Interest Period ending
after the Maturity Date. This Section shall not apply to Competitive Loans or to
Contract Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section, a Borrower, or the Company
on its behalf, shall notify the Administrative Agent of such election by

telephone in the case of an election that would result in a Borrowing, by the
time and date that a Borrowing Request would be required under Section 2.03 if
such Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the relevant Borrower, or the Company on its behalf. Notwithstanding any
contrary provision herein, this Section shall not be construed to permit any
Borrower to elect an Interest Period for Eurocurrency Loans that does not comply
with Section 2.02(d).

(c) Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.03:

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

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

(iii) whether a Eurocurrency Borrowing or an ABR Borrowing is elected; and

(iv) in the case of an election of a Eurocurrency Borrowing, the Interest
Period to be applicable thereto after giving effect to such election, which
shall be a period contemplated by the definition of the term “Interest Period”;
provided that no Eurocurrency Borrowing may be elected with an Interest
Period that would extend after the Maturity Date.

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

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

(e) If the relevant Borrower fails to deliver a timely Interest Election
Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.

(f) The conversion or continuation of any Borrowing shall not constitute a
repayment of amounts outstanding or a new advance of funds hereunder.

SECTION 2.10. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.

(b) The Company may at any time terminate, or from time to time reduce, the
Commitments; provided that (i) each reduction of the Commitments shall be
in an amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum and (ii) the Company shall not terminate or reduce
the Commitments if, after giving effect to any concurrent prepayment of the
Loans in accordance with Section 2.11, the Revolving Loan Exposure of any Lender
would exceed its Commitment or the aggregate Exposures would exceed the
aggregate Commitments.

(c) The Company shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (b) of this Section at least
three Business Days prior to the effective date of such termination or
reduction, specifying the effective date of such election. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each notice delivered by the Company pursuant to this
Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Company may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Company (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied.
Any termination or reduction of the Commitments shall be permanent. Each
reduction of the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

SECTION 2.11. Prepayment of Loans. (a) Any Borrower, or the Company on
behalf of any Borrower, shall have the right at any time and from time to time
to prepay any Borrowing of such Borrower in whole or in part, subject to prior
notice in accordance with paragraph (d) of this Section; provided that,
unless the applicable Borrowers and Lenders shall have otherwise agreed at the
time such Loans were made, Competitive Loans or Contract Loans may be prepaid
only with the consent of the Lenders making such Loans.

(b) If the aggregate Exposures shall exceed the aggregate Commitments, then
(i) on the last day of any Interest Period for any Eurocurrency Borrowing, and
(ii) on any other date in the event ABR Borrowings shall be outstanding, the
applicable Borrowers shall prepay Loans in an amount equal to the lesser of (A)
the amount necessary to eliminate such excess (after giving effect to any other
prepayment of Loans on such day) and (B) the amount of the applicable Borrowings
referred to in clause (i) or (ii), as applicable.

(c) Prior to any optional or mandatory prepayment of Borrowings hereunder,
the applicable Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (d) of this Section.

(d) The applicable Borrower, or the Company on behalf of the applicable
Borrower, shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment of a Borrowing hereunder (i) in the case of a
Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of such prepayment and (ii) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of such prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of optional
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.10(c), then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.10(c). Promptly following receipt of any such notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided
in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i)
accrued interest to the extent required by Section 2.13 and (ii) break funding
payments pursuant to Section 2.16.

SECTION 2.12. Fees. (a) The Company agrees to pay to the
Administrative Agent in US Dollars for the account of each Lender (except, in
the case of any Defaulting Lender, as provided in Section 2.21) a commitment
fee, which shall accrue at the rate of 0.0175% per annum on the daily unused
amount of the Commitment of such Lender during the period from and including the
date hereof to but excluding the date on which such Commitment terminates.
Accrued commitment fees shall be payable in arrears on the last day of March,
June, September and December of each year, commencing on the first such date to
occur after the date hereof, and on the date on which the Commitments terminate.
All commitment fees shall be computed on the basis of a year of 360 days and
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). For purposes of computing commitment fees, a
commitment of a Lender shall be deemed to be used to the extent of the
outstanding Loans of such Lender.

(b) On the Termination Date, the Company agrees to pay to the Administrative
Agent for the account of each Lender a term-out fee equal to 0.75% of the
outstanding amount of such Lender’s Loans that are not repaid on the Termination
Date.

(c) The Company agrees to pay to the Administrative Agent, for its own
account, fees payable in the amounts and at the times separately agreed upon
between the Company and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution, in the case of
commitment fees, to the Lenders. Fees paid shall not be refundable under any
circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest (i)
in the case of a Revolving Borrowing, at the LIBO Rate for the Interest Period
in effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a
Eurocurrency Competitive Loan, at the LIBO Rate for the Interest Period in
effect for such Borrowing plus (or minus, as applicable) the Margin applicable
to such Loan.

(d) Each Contract Loan shall bear interest at a rate per annum agreed upon
between the applicable Borrower and Lender.

(e) Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee payable by any Borrower hereunder is not paid when due, whether
at stated maturity, upon acceleration or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at a rate per annum equal to
(i) in the case of overdue principal of any Loan, 2% per annum plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section and (ii) in the case of any other amount payable, 2% per annum plus
the rate applicable to ABR Loans as provided in paragraph (a) above.

(f) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (e) above shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or
prepayment and (iii) in the event of any conversion of any Eurocurrency Loan
prior to the end of the current Interest Period therefor, accrued interest on
such Loan shall be payable on the effective date of such conversion.

(g) All interest hereunder shall be computed on the basis of a year of 360
days, except that interest computed by reference to the Alternate Base Rate at
times

when the Alternate Base Rate is based on the Prime Rate shall be computed on
the basis of a year of 365 days (or 366 days in a leap year), and in each case
shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate or LIBO Rate
shall be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by a majority in interest of the
Lenders that would participate in such Borrowing that the LIBO Rate for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
of making or maintaining their Loans included in such Borrowing for such
Interest Period;

then the Administrative Agent shall give notice thereof to the applicable
Borrower and the applicable Lenders by telephone or telecopy as promptly as
practicable thereafter and, until the Administrative Agent notifies the
applicable Borrower and the applicable Lenders that the circumstances giving
rise to such notice no longer exist, (i) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurocurrency Borrowing shall be ineffective, and any Eurocurrency
Borrowing that is requested to be continued shall be repaid on the last day of
the then current Interest Period applicable thereto, and (ii) any Borrowing
Request for a Eurocurrency Borrowing shall be ineffective.

SECTION 2.15. Increased Costs. (a) If any Change in Law or the
applicability of any Statutory Reserves shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender; or

(ii) impose on any Lender or the London interbank market any other condition
affecting this Agreement or Eurocurrency Loans made by such Lender or
participations therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Company will pay or cause the other Borrowers to pay to
such Lender such additional amount or

amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

(b) If any Lender reasonably determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement or the Loans made by, such Lender, to a
level below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (taking into consideration such Lender’s
policies and the policies of such Lender’s holding company with respect to
capital adequacy), then from time to time the Company will pay or cause the
other Borrowers to pay to such Lender, as the case may be, such additional
amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.

(c) Each Lender shall determine the amount or amounts necessary to compensate
such Lender or such Lender’s holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section using the methods customarily used by it
for such purpose (and if such Lender uses more than one such method, the method
used hereunder shall be that which most accurately determines such amount or
amounts). A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or such Lender’s holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section, and setting
forth in reasonable detail the calculations used by such Lender to determine
such amount, shall be delivered to the Company and shall be conclusive absent
manifest error. The Company shall pay or cause the other Borrowers to pay to
such Lender the amount shown as due on any such certificate within 15 Business
Days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s right to
demand such compensation; provided that the Company shall not be required
to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and delivers a certificate with respect thereto as provided in
paragraph (c) above; provided further 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.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency Loan to a Loan of a
different Type or Interest Period other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under

Section 2.11(d) and is revoked in accordance therewith), or (d) the
assignment or deemed assignment of any Eurocurrency Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Company pursuant to Section 2.19, then, in any such event,
the applicable Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurocurrency Loan such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest that would have accrued on the principal amount of such Loan had such
event not occurred, at the LIBO Rate that would have been applicable to such
Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest that would accrue on such principal
amount for such period at the interest rate such Lender would bid were it to
bid, at the commencement of such period, for deposits of a comparable amount and
period from other banks in the London interbank market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section, and setting forth in reasonable detail the
calculations used by such Lender to determine such amount or amounts, shall be
delivered to the applicable Borrower and shall be conclusive absent manifest
error. The applicable Borrower shall pay such Lender the amount shown as due on
any such certificate within 15 Business Days after receipt thereof.

SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
Borrower in respect of any Obligation hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if any Borrower shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent or the applicable Lender, as the case may
be, receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

(c) The relevant Borrower shall indemnify the Administrative Agent and each
Lender, within 15 Business Days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
or such Lender, as the case may be, on or with respect to any payment by or on
account of any obligation of any Borrower hereunder or under any other Loan
Document (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising

therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability setting forth in reasonable detail the circumstances giving rise
thereto and the calculations used by such Lender to determine the amount thereof
delivered to the Company by a Lender, or by the Administrative Agent, on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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

(e) (i) Any Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which a Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Company (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Company as will permit such payments to be made
without withholding or at a reduced rate; provided that such Lender has
received written notice from the Company advising it of the availability of such
exemption or reduction and containing all applicable documentation.

(ii) If a payment made to a Lender under any Loan Document would be subject
to United States federal withholding Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including
those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such
Lender shall deliver to the Withholding Agent, at the time or times prescribed
by law and at such time or times reasonably requested by the Withholding Agent,
such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Withholding Agent as may be necessary for the
Withholding Agent to comply with its obligations under FATCA, to determine that
such Lender has or has not complied with such Lender’s obligations under FATCA
and, as necessary, to determine the amount to deduct and withhold from such
payment. Solely for purposes of this Section 2.17(e)(ii), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) Except as agreed by the relevant Borrower and the applicable
Lenders with respect to Contract Loans, each Borrower shall make each payment
required to be made

by it hereunder or under any other Loan Document (whether of principal,
interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time (or any other applicable time agreed by the relevant
Borrower and the applicable Lenders with respect to Contract Loans) on any date
may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent to
the applicable account specified in Schedule 2.18 for the account of the
applicable Lenders or, in any such case, to such other account as the
Administrative Agent shall from time to time specify in a notice delivered to
the Company and the applicable Borrower; provided that payments to the
applicable Lenders in respect of Contract Loans and payments pursuant to
Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein (it being agreed that the Borrowers will be deemed
to have satisfied their obligations with respect to payments referred to in this
proviso if they shall make such payments to the persons entitled thereto in
accordance with instructions provided by the Administrative Agent; the
Administrative Agent agrees to provide such instructions upon request, and no
Borrower will be deemed to have failed to make such a payment if it shall
transfer such payment to an improper account or address as a result of the
failure of the Administrative Agent to provide proper instructions). The
Administrative Agent shall distribute any such payments received by it for the
account of any Lender or other Person promptly, in accordance with customary
banking practices, following receipt thereof at the appropriate lending office
or other address specified by such Lender or other Person. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in US Dollars. Any payment
required to be made by the Administrative Agent hereunder shall be deemed to
have been made by the time required if the Administrative Agent shall, at or
before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or
settlement system used by the Administrative Agent to make such payment.

(b) If any Lender shall, by exercising any right of set-off or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on its
Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and accrued interest thereon than the proportion
received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans of other
Lenders to the extent necessary so that the benefit of all such payments shall
be shared by the Lenders ratably in accordance with the aggregate amount of
their Loans and accrued interest thereon; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the

extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by any Borrower
pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans to any assignee or participant, other than to
the Company or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply). Each Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation. Any purchaser of a participation
under this paragraph shall have the benefit of Sections 2.15, 2.16 and 2.17 with
respect to the participation purchased, but shall not be deemed by virtue of
such purchase to have extended any Commitment that it had not extended prior to
such purchase.

(c) Unless the Administrative Agent shall have received notice from the
relevant Borrower prior to the date on which any payment is due for the account
of all or certain of the Lenders 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 applicable Lenders , 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 applicable Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender 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 a rate determined by the Administrative Agent in
accordance with banking industry practices on interbank compensation.

(d) If any Lender shall fail to make any payment required to be made by it to
the Administrative Agent pursuant to this Agreement, then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by it for the account of such Lender to
satisfy such Lender’s obligations to the Administrative Agent until all such
unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, 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 2.17, then such
Lender shall consult with the Company regarding any actions that could be taken
to reduce amounts payable under such Sections and the costs of taking such
actions and shall, at the request of the Company following such consultations,
use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such

designation or assignment (i) would eliminate or reduce amounts payable
pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii)
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Company hereby agrees to pay
all reasonable, direct, out-of-pocket costs and expenses incurred by any Lender
in connection with any such designation or assignment.

(b) (b) If (i) any Lender requests compensation under Section 2.15, (ii) 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 2.17,
(iii) any Lender becomes a Defaulting Lender or (iv) any Lender delivers a
Notice of Illegality pursuant to Section 2.20, 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 Section 10.04), all its interests,
rights and obligations under the Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Company shall have received the prior
written consent of the Administrative Agent, which consent shall not be
unreasonably withheld, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee or
the Company and (iii) in the case of any such assignment and delegation
resulting from the delivery of a Notice of Illegality under Section 2.20, it
shall not be unlawful under Federal or applicable state or foreign law for the
assignee to make Loans or otherwise extend credit to or do business with the
Subsidiary in respect of which such Notice of Illegality has been delivered. A
Lender shall not be required to make any such assignment and 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.

SECTION 2.20. Designation of Borrowing Subsidiaries. The Company may
at any time and from time to time designate any Subsidiary as a Borrowing
Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary
Agreement executed by such Subsidiary and the Company. As soon as practicable
upon receipt thereof, the Administrative Agent will post a copy of such
Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary
Agreement shall become effective on the date five Business Days after it has
been posted by the Administrative Agent to the Lenders, unless prior thereto the
Administrative Agent shall have received written notice from any Lender that it
shall be unlawful under Federal or applicable state or foreign law for such
Lender to make Loans or otherwise extend credit to or do business with such
Subsidiary as provided herein (a “Notice of Illegality“), in which case
such Borrowing Subsidiary Agreement shall not become effective until such time
as such Lender withdraws such Notice of Illegality or ceases to be a Lender
hereunder pursuant to Section 2.19(b). Upon the effectiveness of a Borrowing
Subsidiary Agreement as provided in the preceding sentence, the applicable
Subsidiary shall for all purposes of this

Agreement be a Borrowing Subsidiary and a party to this Agreement until the
Company shall have executed and delivered to the Administrative Agent a
Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such
Subsidiary shall cease to be a Borrowing Subsidiary and a party to this
Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary
Termination will become effective as to any Borrowing Subsidiary at a time when
any principal of or interest on any Loan to such Borrowing Subsidiary shall be
outstanding hereunder, provided that such Borrowing Subsidiary
Termination shall be effective to terminate the right of such Borrowing
Subsidiary to make further Borrowings under this Agreement. As soon as
practicable upon receipt of a Borrowing Subsidiary Agreement, the Administrative
Agent shall send a copy thereof to each Lender.

SECTION 2.21. Defaulting Lenders. (a) Notwithstanding any provision of
this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
(i) commitment fees shall cease to accrue on the unused portion of the
Commitment of such Defaulting Lender pursuant to Section 2.12(a); and (ii) the
Commitment and Revolving Loan Exposure of such Defaulting Lender shall be
disregarded for purposes of any determination of whether the Required Lenders or
other requisite Lenders have taken or may take any action hereunder (including
any consent to any amendment or waiver pursuant to Section 10.02);
provided that any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender shall require the consent of such
Defaulting Lender.

(b) In the event that the Administrative Agent and the Company shall agree
that a Defaulting Lender has adequately remedied all matters that caused such
Lender to be a Defaulting Lender, then on such date such Lender shall fund its
Loan to each Borrower or purchase at par Loans of the other Lenders (other than
Competitive Loans), in each case as the Administrative Agent shall determine may
be necessary in order for such Lender to hold such Loans ratably in accordance
with its Commitment. Such Lender shall cease to be a Defaulting Lender upon
remedying all matters to the satisfaction of the Administrative Agent and the
Borrower that caused such Lender to be a Defaulting Lender, including the
funding of any Loan or the closing of the purchase of any Loan necessary in
order for such Lender to hold such Loans ratably in accordance with its
Commitment.

ARTICLE III

Representations and Warranties

The Company and each other Borrower represents and warrants to the Lenders
that:

SECTION 3.01. Organization; Powers. The Company and each of the
Material Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, has all requisite power
and authority to carry

on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

SECTION 3.02. Authorization; Enforceability. The Transactions are
within the Company’s and each other Borrower’s corporate powers and have been
duly authorized by all necessary corporate and, if required, stockholder action.
This Agreement has been duly executed and delivered by the Company and each
other Borrower and constitutes a legal, valid and binding obligation of each of
them, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except as may be required
under applicable securities laws and regulations, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Company or any other Borrower or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Company or any Subsidiary or
their assets, or give rise to a right thereunder to require any payment to be
made by the Company or any Subsidiary, and (d) will not result in the creation
or imposition of any Lien on any asset of the Company or any Subsidiary.

SECTION 3.04. Financial Condition; No Material Adverse Change.

(a) The Company has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders’ equity and cash flows as
of and for the fiscal year ended June 30, 2010 (the “Annual Financial
Statements“), reported on by Deloitte & Touche LLP, independent
registered public accountants, certified by its chief financial officer and its
consolidated balance sheet and statements of income, stockholders’ equity and
cash flows as of and for the fiscal quarters ended September 30, 2010, December
31, 2010 and March 31, 2011 (collectively, the “Quarterly Financial
Statements“), certified by one of its Financial Officers. The Annual
Financial Statements and the Quarterly Financial Statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of the Company and the consolidated Subsidiaries as of such dates and for
such periods in accordance with GAAP, subject to, in the case of the Quarterly
Financial Statements, normal year-end adjustments and the absence of footnotes.

(b) Since March 31, 2011, there has been no material adverse change in the
business, assets, operations, prospects or condition, financial or otherwise, of
the Company and the Subsidiaries, taken as a whole.

SECTION 3.05. Properties. The Company and each Material Subsidiary has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes and except where the failure
to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Company, threatened
against or affecting the Company and its Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect or (ii) that involve this Agreement or the
Transactions.

(b) Except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of the Company and the Subsidiaries (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law, (ii) has become subject
to any Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

SECTION 3.07. Compliance with Laws and Agreements. The Company and
each Material Subsidiary is in compliance with all laws, regulations and orders
of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to be in compliance, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Federal Reserve Regulations. (a) Neither any Borrower
nor any Subsidiary is engaged principally, or as a substantial part of its
activities, in the business of extending credit for the purpose of purchasing or
carrying Margin Stock (within the meaning of Regulation U).

(b) No part of the proceeds of any Loan has been or will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry Margin Stock (as defined in Regulation U of the Board) or to
refinance

Indebtedness originally incurred for such purpose, or in any manner or for
any purpose that has resulted or will result in a violation of Regulation T, U
or X of the Board.

SECTION 3.09. Investment Company Status. Neither any Borrower nor any
of the Subsidiaries is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940.

SECTION 3.10. Taxes. The Company and the Material Subsidiaries have
timely filed or caused to be filed all Tax returns and reports required to have
been filed and have paid or caused to be paid all Taxes required to have been
paid by them, except (a) any Taxes that are being contested in good faith by
appropriate proceedings and for which the Company or such Subsidiary has set
aside on its books adequate reserves or (b) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than US$100,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than US$100,000,000 the fair
market value of the assets of all such underfunded Plans.

SECTION 3.12. Disclosure. Neither the Confidential Information
Memorandum nor any of the other reports, financial statements, certificates or
other information furnished by or on behalf of the Borrowers to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. This Agreement shall become effective on
the date on which each of the following conditions is satisfied (or waived in
accordance with Section 10.02):

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

(b) The Administrative Agent shall have received a favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of Michael A. Bonarti, Esq., General Counsel of the Company, substantially
in the form of Exhibit D, and covering such other matters relating to the
Company, this Agreement or the Transactions as the Required Lenders shall
reasonably request. The Company hereby requests such counsel to deliver such
opinion.

(c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the Borrowers, the
authorization of the Transactions and any other legal matters relating to the
Borrowers, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated the
Effective Date and signed by the President, a Vice President or a Financial
Officer of the Company, confirming compliance with the conditions set forth in
paragraphs (a) and (b) of Section 4.02 (without giving effect to the
parenthetical in such paragraph (a)).

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

(f) The commitments under the Existing Credit Agreements shall have been or
shall simultaneously be terminated and the principal of and interest accrued on
all loans outstanding thereunder and all fees and other amounts accrued or owing
thereunder shall have been or shall simultaneously be paid in full.

The Administrative Agent shall notify the Company and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing, the obligations of the Lenders to make Loans shall not become
effective unless each of

the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
at or prior to 5:00 p.m., New York City time, on June 22, 2011 (and, in the
event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:

(a) The representations and warranties of the Borrowers set forth in this
Agreement (other than the representations set forth in Sections 3.04(b) and
3.06(a)) shall be true and correct in all material respects on and as of the
date of such Borrowing.

(b) At the time of and immediately after giving effect to such Borrowing, no
Default shall have occurred and be continuing.

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

SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary. The
obligation of each Lender to make Loans to any Borrowing Subsidiary is subject
to the satisfaction of the following conditions:

(a) The Administrative Agent (or its counsel) shall have received a Borrowing
Subsidiary Agreement of such Borrowing Subsidiary duly executed by all parties
thereto.

(b) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the formation, existence and good standing of such Borrowing
Subsidiary, the authorization of the Transactions insofar as they relate to such
Borrowing Subsidiary and any other legal matters relating to such Borrowing
Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form
and substance satisfactory to the Administrative Agent and its counsel.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of
and interest on each Loan and all fees and other amounts payable hereunder shall
have been paid in full, the Company and each other Borrower covenants and agrees
with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Company
will furnish to the Administrative Agent:

(a) within 90 days after the end of each fiscal year of the Company, its
audited consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows as of the end of and for such year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all reported on by Deloitte & Touche LLP or other independent public
accountants of recognized national standing (without a “going concern” or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of the Company and its consolidated subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

(b) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year of the Company, its consolidated balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Company and its consolidated subsidiaries on a consolidated
basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a)
or (b) above, a certificate of a Financial Officer of the Company certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto;

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

(e) promptly following any request therefor, such other information regarding
the operations, business affairs and financial condition of the Company or any
of its subsidiaries, or compliance with the terms of this Agreement, as the
Administrative Agent or any Lender may reasonably request.

Reports required to be delivered pursuant to subsections (a), (b) and (d) of
this Section 5.01 shall be deemed to have been delivered on the date on which
the Company posts such reports on the Company’s website on the Internet at
www.adp.com or when such report is posted on the SEC’s website at www.sec.gov;
provided that the Company shall deliver paper copies of the reports
referred to in subsection (a), (b) and (d) of this Section 5.01 to the
Administrative Agent or any Lender who requests the Company to deliver such
paper copies until written notice to cease delivering paper copies is given by
the Administrative Agent or such Lender. The Administrative Agent shall promptly
make available to each Lender a copy of the certificate to be delivered pursuant
to subsection (c) of this Section 5.01 by posting such certificate on IntraLinks
or by other similar means.

SECTION 5.02. Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice (in any case
within five Business Days) of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before
any arbitrator or Governmental Authority against or affecting the Company or any
Subsidiary as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected to
result in a Material Adverse Effect; and

Each notice delivered under this Section shall be accompanied by a statement
of a Financial Officer or other executive officer of the Company setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Company will, and
will cause each other Borrower to, do or cause to be done all things necessary
to preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Taxes. The Company will, and will cause each
Material Subsidiary to, pay its Tax liabilities, that, if not paid, could result
in a Material Adverse Effect before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate

proceedings, (b) the Company or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties. The Company will, and will
cause each Material Subsidiary to, keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted.

SECTION 5.06. Books and Records; Inspection Rights. The Company will
keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and
activities. The Company will permit any representatives designated by the
Administrative Agent, or by any Lender through the Administrative Agent, at
reasonable times and upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers.

SECTION 5.07. Compliance with Laws. The Company will, and will cause
each Material Subsidiary to, comply with all laws, rules, regulations and orders
of any Governmental Authority applicable to it or its property (including ERISA
and environmental laws), except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used
only for general corporate purposes, including the refinancing of indebtedness
under the Existing Credit Agreements. No part of the proceeds of any Loan will
be used, whether directly or indirectly, to purchase or carry Margin Stock (as
defined in Regulation U of the Board) or to refinance Indebtedness originally
incurred for such purpose, or in any manner or for any purpose that will result
in a violation of Regulation T, U or X of the Board.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and
interest on each Loan and all fees and other amounts payable hereunder have been
paid in full, the Company and each other Borrower covenants and agrees with the
Lenders that:

SECTION 6.01. Liens. The Company will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Company or any Subsidiary
existing on the date hereof and set forth in Schedule 6.01; provided
that (i) such Lien shall not apply to any other property or asset of any of the
Borrowers or any of their Subsidiaries and (ii) such Lien shall secure only
those obligations which it secures on the date hereof and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount
thereof;

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

(d) Liens on fixed or capital assets acquired, constructed or improved by the
Company or any Subsidiary; provided that (i) such Liens and the
Indebtedness secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (ii) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets and (iii) such security interests
shall not apply to any other property or assets of the Company or any
Subsidiary;

(e) Liens on securities deemed to exist under repurchase agreements and
reverse repurchase agreements entered into by the Company and the Subsidiaries;
and

(f) other Liens not expressly permitted by clauses (a) through (d) above;
provided that the sum of (i) the aggregate principal amount of
outstanding obligations secured by Liens permitted under this clause (f) and
(ii) the Attributable Debt permitted by Section 6.02(b) does not at any time
exceed 25% of Consolidated Net Worth.

SECTION 6.02. Sale and Leaseback Transactions. The Company will not,
and will not permit any of its Subsidiaries to, enter into any Sale and
Leaseback Transaction except:

(a) Sale and Leaseback Transactions to which the Borrower or any Subsidiary
is a party as of the date hereof; and

(b) other Sale and Leaseback Transactions; provided that the sum of
(i) the aggregate principal amount of outstanding obligations secured by Liens
permitted by Section 6.01(f) and (ii) the aggregate Attributable Debt in respect
of Sale and Leaseback Transactions permitted by this clause (b) does not at any
time exceed 25% of Consolidated Net Worth.

SECTION 6.03. Fundamental Changes. Neither the Company nor any other
Borrower will merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions and
including by means of any merger or sale of capital stock or otherwise) all or
substantially all of its assets (whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing or would
result from such transaction, the Company or any Borrower may merge or
consolidate with any Person if (a) the Company or such Borrower, as the case may
be, is the surviving Person or (b) the surviving Person (i) is organized under
the laws of The United States of America or, in the case of a merger or
consolidation of a Borrower other than the Company, the jurisdiction of
organization of such Borrower, and (ii) assumes in writing all of the Company’s
or such Borrower’s obligations under this Agreement pursuant to documentation
reasonably satisfactory to the Administrative Agent, such satisfaction to be
based solely upon the validity and enforceability of the assumption contained in
such documentation.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default“) shall occur:

(a) the Company or any other Borrower shall fail to pay any principal of any
Loan, when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Company or any other Borrower shall fail to pay any interest on any
Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of three Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the
Company or any Borrower in or in connection with this Agreement or any amendment
or modification hereof or waiver hereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;

(d) the Company or any Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to the Company’s or such Borrower’s existence) or 5.08 or in Article VI;

(e) the Company or any Borrower shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Company;

(f) the Company or any Subsidiary shall default in the payment of any
Material Indebtedness when and as due, or any event or condition shall occur
that results in any Material Indebtedness becoming due prior to its scheduled
maturity; provided that if the maturity of any Material Indebtedness of a
Person acquired directly or indirectly by the Company after the date hereof
shall be accelerated by reason of such acquisition, no Event of Default under
this paragraph (f) shall be deemed to have occurred with respect to such
Material Indebtedness so long as such acceleration shall have been rescinded, or
such Material Indebtedness shall have been repaid, within five Business Days
following the date of such acceleration;

(g) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of the Company or any Material Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Material Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

(h) the Company or any Material Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (g) of this Article, (iii) apply for or consent to
the

appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Material Subsidiary or for a substantial
part of its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of
effecting any of the foregoing; or

(i) the Company or any Material Subsidiary shall become unable, admit in
writing its inability, or fail generally, to pay its debts as they become due;

then, and in every such event (other than an event with respect to any
Borrower described in clause (g) or (h) of this Article), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Company, take
either or both of the following actions, at the same or different times: (i)
terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal or other amount not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers; and in case of any event with
respect to any of the Borrowers described in clause (g) or (h) of this Article,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrowers.

ARTICLE VIII

The Administrative Agent

In order to expedite the transactions contemplated by this Agreement, the
Person named in the heading of this Agreement is hereby appointed to act as
Administrative Agent on behalf of the Lenders. Each of the Lenders and each
assignee of any Lender hereby irrevocably authorizes the Administrative Agent to
take such actions on behalf of such Lender or assignee and to exercise such
powers as are delegated to the Administrative Agent by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. The Administrative Agent is hereby expressly authorized by the Lenders,
without hereby limiting any implied authority, and by the Borrowers with respect
to clause (c) below, (a) to receive on behalf of the Lenders all payments of
principal of and interest on the Loans and all other amounts due to the Lenders
hereunder, and promptly to distribute to each Lender its proper share of each

payment so received; (b) to give notice on behalf of each of the Lenders to
the Company of any Default or Event of Default specified in this Agreement of
which the Administrative Agent has actual knowledge acquired in connection with
its agency hereunder; and (c) to distribute to each Lender copies of all
notices, financial statements and other materials delivered by the Company or
any other Borrower pursuant to this Agreement or the other Loan Documents as
received by the Administrative Agent.

With respect to the Loans made by it hereunder, the Administrative Agent in
its individual capacity and not as Administrative Agent shall have the same
rights and powers as any other Lender and may exercise the same as though it
were not the Administrative Agent, and the Administrative Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with any of the Borrowers or any of their Subsidiaries or other
Affiliates thereof as if it were not the Administrative Agent.

The Administrative Agent shall not have any duties or obligations except
those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise upon receipt of notice in
writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
10.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and the Administrative
Agent shall not be liable for the failure to disclose, any information relating
to any of the Borrowers or any of their Subsidiaries that is communicated to or
obtained by the institution 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 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 to be
necessary, under the circumstances as provided in Section 10.02) or in the
absence of its own gross negligence or willful misconduct. The Administrative
Agent shall not be deemed to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by a Borrower (in
which case the Administrative Agent shall give written notice to each other
Lender), and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any 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, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in

Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.

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

The Administrative Agent may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of 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 the Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent
as provided in this paragraph, the Administrative Agent may resign at any time
by notifying the Lenders and the Company. Upon any such resignation, the
Required Lenders shall have the right, with the consent of the Company (except
during the continuance of an Event of Default hereunder, when no such consent
shall be required), to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 10.03 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 it was acting as Administrative Agent.

Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in
the amount of its pro rata share (based on the amount of its Loans and available
Commitments hereunder) of any expenses incurred for the benefit of the

Lenders by the Administrative Agent, including counsel fees and compensation
of agents and employees paid for services rendered on behalf of the Lenders,
that shall not have been reimbursed by the Company or any other Borrower and (b)
to indemnify and hold harmless the Administrative Agent and any of its Related
Parties, on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by or asserted against it in its
capacity as Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Company or any other
Borrower; provided that no Lender shall be liable to the Administrative
Agent or any such other indemnified Person for any portion of such liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are determined to have resulted from the
gross negligence or willful misconduct of the Administrative Agent, and any of
its Related Parties or any of their respective directors, officers, employees or
agents.

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

None of the Lenders identified on the facing page or signature pages of this
Agreement or elsewhere herein as a “syndication agent” or “documentation agent”
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such.

ARTICLE IX

Guarantee

In order to induce the Lenders to extend credit to the other Borrowers
hereunder, the Company hereby irrevocably and unconditionally guarantees, as a
primary obligor and not merely as a surety, the payment when and as due of the
Obligations of such other Borrowers. The Company further agrees that the due and
punctual payment of such Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound
upon its guarantee hereunder notwithstanding any such extension or renewal of
any such Obligation.

The Company waives presentment to, demand of payment from and protest to any
Borrower of any of the Obligations, and also waives notice of acceptance of its
obligations and notice of protest for nonpayment. The obligations of the Company
hereunder shall not be affected by (a) the failure of the Administrative Agent
or Lender to assert any claim or demand or to enforce any right or remedy
against any Borrower under the provisions of this Agreement, any other Loan
Document or otherwise; (b) any extension or renewal of any of the Obligations;
(c) any rescission, waiver, amendment or modification of, or release from, any
of the terms or provisions of this Agreement, any other Loan Document or
agreement; (d) any default, failure or delay, willful or otherwise, in the
performance of any of the Obligations; or (e) any other act, omission or delay
to do any other act which may or might in any manner or to any extent vary the
risk of the Company or otherwise operate as a discharge of a guarantor as a
matter of law or equity or which would impair or eliminate any right of the
Company to subrogation.

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

The obligations of the Company hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or set-off, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of any
of the Obligations, any impossibility in the performance of any of the
Obligations or otherwise.

The Company further agrees that its obligations hereunder shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by the Administrative Agent or Lender upon the bankruptcy or reorganization of
any Borrower or otherwise.

In furtherance of the foregoing and not in limitation of any other right
which the Administrative Agent or Lender may have at law or in equity against
the Company by virtue hereof, upon the failure of any other Borrower to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, the Company hereby
promises to and will, upon receipt of written demand by the Administrative Agent
or Lender, forthwith pay, or cause to be paid, to the Administrative Agent or
Lender in cash an amount equal to the unpaid principal amount of such
Obligations then due, together with accrued and unpaid interest thereon.

Upon payment by the Company of any sums as provided above, all rights of the
Company against any Borrower arising as a result thereof by way of right of
subrogation or otherwise shall in all respects be subordinated and junior in
right of payment to the prior indefeasible payment in full of all the
Obligations owed by such Borrower to the Administrative Agent and the Lenders.

Nothing shall discharge or satisfy the liability of the Company hereunder
except the full performance and payment of the Obligations.

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, 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 telecopy, as follows:

(a) if to any Borrower, to Automatic Data Processing, Inc., One ADP
Boulevard, MS #420, Roseland, NJ 07068-1728, Attention of Treasurer (Fax No.
973-974-3320), with a copy to Automatic Data Processing, Inc., One ADP
Boulevard, MS #450, Roseland, NJ 07068-1728, Attention of General Counsel (Fax
No. 973-974-3324);

(b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and
Agency Services Group, 1111 Fannin, Floor 10, Houston, TX 77002, Attention of
Demetra A. Mayon (Fax No. 713-750-2938), with a copy to JPMorgan Chase Bank,
N.A., 383 Madison Avenue, Floor 24, New York, NY, 10179, Attention of Tina
Rutyer (Fax No. 212-270-5127); and

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto or in the
case of a Lender, to the Administrative Agent and the Borrowers. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 10.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent or any Lender in exercising any right or power hereunder or
under any other Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the

exercise of any other right or power. The rights and remedies of the
Administrative Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of any Loan Document or
consent to any departure by any Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Company and the Required
Lenders or by the Company and the Administrative Agent with the consent of the
Required Lenders or, in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent and
the Borrowers that are parties thereto, in each case with the consent of the
Required Lenders; provided that no such agreement shall (i) increase any
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan, reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender adversely
affected thereby, (iii) postpone the date of any scheduled payment of the
principal amount of any Loan, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the written
consent of each Lender affected thereby (provided that nothing shall
limit the right of each Borrower to extend the Maturity Date pursuant to Section
2.08(f) without the consent of any Lender), (iv) change Section 2.18(b) or (c)
in a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender (it being understood that the
addition of new tranches of loans or commitments that may be extended under this
Agreement shall not be deemed to alter such pro rata sharing of payments), (v)
change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision of any Loan Document specifying the number or
percentage of Lenders required to waive, amend or modify any rights thereunder
or make any determination or grant any consent thereunder, without the written
consent of each Lender (except, in each case, to provide for new tranches of
loans or commitments that may be extended under this Agreement) or (vi) release
the Company from, or limit or condition, its obligations under Article IX,
without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent.

SECTION 10.03. Expenses; Indemnity; Damage Waiver. (a) The Company
shall pay (i) all reasonable and documented out-of-pocket expenses incurred by

the Administrative Agent and its Affiliates, including the reasonable fees,
charges and disbursements of one counsel for the Agents and such Affiliates
(and, if the Administrative Agent shall determine that it requires local counsel
in any non-US jurisdiction, one counsel in that jurisdiction), in connection
with the preparation and administration of this Agreement or 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) and (ii) all reasonable and documented out-of-pocket expenses
incurred by the Administrative Agent or any Lender, including the reasonable
fees, charges and disbursements of any counsel for the Administrative Agent or
any Lender, in connection with the enforcement or protection of its rights under
any Loan Document, including its rights under this Section, or in connection
with the Loans made, including all such out-of-pocket expenses incurred during
any workout, restructuring or negotiations in respect of such Loans.

(b) The Company shall indemnify the Administrative Agent and each Lender, 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, liabilities, out-of-pocket costs or expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee (whether by a third party or by
any Borrower) arising out of, in connection with or as a result of (i) any
transaction or proposed transaction (whether or not consummated) in which any
proceeds of any Borrowing hereunder are applied or proposed to be applied,
directly or indirectly, by any of the Borrowers or their Subsidiaries, (ii) any
Loan or the use of the proceeds therefrom or (iii) the execution, delivery or
performance by any of the Borrowers and their Subsidiaries of the Loan
Documents, or any actions or omissions of a Borrower or any of its Subsidiaries
in connection therewith; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, liabilities, costs
or expenses shall have resulted from the gross negligence or willful misconduct
of such Indemnitee.

(c) To the extent that the Company fails to pay any amount required to be
paid by it to the Administrative Agent under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent such
Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed loss, liability, cost or expense, as the
case may be, was incurred by or asserted against the Administrative Agent. For
purposes hereof, a Lender’s “pro rata share” shall be determined based upon its
share of the sum (without duplication) of the total Exposures and unused
Commitments at the time.

(d) To the 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 or

any agreement or instrument contemplated hereby, the Transactions, any Loan
or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable within 15 Business
Days after receipt by the Company of a reasonably detailed invoice therefor.

SECTION 10.04. Successors and Assigns. (a) 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 the Company nor any Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by any Borrower without such consent
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 and, to the extent expressly
contemplated hereby, the Related Parties of the Administrative Agent and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Any Lender may 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
Commitments and the Loans or other amounts at the time owing to it);
provided that (i) the Administrative Agent (except in the case of an
assignment to a Lender) and the Company (except in the case of an assignment to
a Lender, an Affiliate of a Lender or a Related Fund of a Lender or if an Event
of Default has occurred and has been continuing for 30 days) must each give
their prior written consent to such assignment (which consents shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to a
Lender, an Affiliate of a Lender or a Related Fund of any Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitments
and outstanding Loans, the Commitments and outstanding 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) shall not be less than US$10,000,000 unless each of the
Company and the Administrative Agent otherwise consent, (iii) the parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
US$3,500 and (iv) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire; provided
further that (x) any consent of the Company otherwise required under this
paragraph shall not be required if an Event of Default referred to in clause (i)
of Article VII has occurred and is continuing and (y) 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 10 Business Days after
having received notice thereof. Subject to acceptance and recording thereof
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and

Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph 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
paragraph (e) of this Section. The Borrowers shall not be responsible under
Section 2.15 or 2.17 for any increased costs incurred by a Lender as a result of
an assignment under this Section to an Affiliate of such Lender unless such
Lender is legally required to make such assignment.

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

(d) Upon its receipt of a duly completed Assignment and Assumption executed
by an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and
any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register. No assignment
shall be effective for purposes of this Agreement unless it has been made in
compliance with this Agreement as provided in this paragraph.

(e) Any Lender may, without the consent of any Borrower or the Administrative
Agent, sell participations to one or more banks or other entities (a
“Participant“) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in

connection with such Lender’s rights and obligations under this Agreement.
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, modification or waiver described in clause
(i), (ii), (iii) or (vi) of the first proviso to Section 10.02(b) that affects
such Participant. Subject to paragraph (f) of this Section, each Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.15, 2.16
and 2.17 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section.

(f) A Participant shall not be entitled to receive any greater payment under
Section 2.15 or 2.17 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 so provides and is made with the
Company’s prior written consent. A Participant shall not be entitled to the
benefits of Section 2.17 unless the Company is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with Section 2.17(e) as though it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank or, in the case of a Lender that is an investment fund, to the
trustee under the indenture to which such fund is a party, and this Section
shall not apply to any such pledge or assignment of a security interest;
provided that no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

SECTION 10.05. Survival. All covenants, agreements, representations
and warranties made by the Borrowers herein or in any other Loan Document or in
the certificates or other instruments delivered in connection with or pursuant
to this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto or thereto and shall survive the
execution and delivery of this Agreement and any other Loan Document and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.15,
2.16, 2.17, 10.03 and 10.12 and Article VIII shall survive and remain in full
force and effect regardless of the

consummation of the transactions contemplated hereby, the repayment of the
Loans and the Commitments or the termination of this Agreement or any other Loan
Document or any provision hereof or thereof.

SECTION 10.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent 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 which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or email transmission shall
be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 10.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final and in whatever currency denominated) at any time
held and other obligations at any time owing by such Lender or Affiliate to or
for the credit or the account of any Borrower against any of and all the
obligations of such Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff) which such Lender may have.

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of the Supreme Court 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 any Loan Document, or
for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against any Borrower or its properties in the courts of any jurisdiction.

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

(d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 10.01. Nothing in this Agreement
or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this

Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 10.12. Confidentiality. (a) The Administrative Agent and each
Lender agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (i) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors, to Related Funds’ directors and officers and to any direct
or indirect contractual counterparty in swap agreements (it being understood
that each Person to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority, (iii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) to the
extent required or advisable in the judgment of counsel in connection with any
suit, action or proceeding relating to the enforcement of rights of the
Administrative Agent or the Lenders against the Borrowers under this Agreement
or any other Loan Document, (vi) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (B) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction or any
credit insurance provider relating to the Borrower and its obligations, (vii)
with the consent of the Company or (viii) to the extent such Information (A)
becomes publicly available other than as a result of a breach of this Section of
which the Administrative Agent or Lender is aware or (B) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Company other than as a result of a breach of this Section of
which the Administrative Agent or Lender is aware. For the purposes of this
Section, “Information” means all information received from the Company
relating to the Company or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis
prior to disclosure by the Company other than as a result of a breach of this
Section of which the Administrative Agent or Lender is aware. 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.

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

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

SECTION 10.13. Conversion of Currencies. (a) If, for the purpose of
obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

(b) The obligations of each Borrower in respect of any sum due to any party
hereto or any holder of the obligations owing hereunder (the “Applicable
Creditor“) shall, notwithstanding any judgment in a currency (the
“Judgment Currency“) other than the currency in which such sum is stated
to be due hereunder (the “Agreement Currency“), be discharged only to the
extent that, on the Business Day following receipt by the Applicable Creditor of
any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
may, in accordance with normal banking procedures in the relevant jurisdiction,
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
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 10.13 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

SECTION 10.14. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the “Charges“), shall
exceed the maximum lawful rate (the “Maximum Rate“) which may be
contracted for, charged, taken, received or reserved by the Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a

result of the operation of this Section shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate, shall have been
received by such Lender.

SECTION 10.15. USA Patriot Act. Each 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 “Patriot 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 to identify such Borrower in
accordance with the Patriot Act. Each Borrower agrees to provide the Lenders,
upon request, with all documentation and other information required to be
obtained by the Lenders pursuant to applicable “know your customer” and
anti-money laundering rules and regulations, including the Patriot Act.

SECTION 10.16. No Fiduciary Relationship. Each Borrower, on behalf of
itself and the Subsidiaries, agrees that in connection with all aspects of the
transactions contemplated hereby and any communications in connection therewith,
each Borrower, the Subsidiaries and their Affiliates, on the one hand, and the
Administrative Agent, the Lenders and their Affiliates, on the other hand, will
have a business relationship that does not create, by implication or otherwise,
any fiduciary duty on the part of the Administrative Agent, the Lenders or their
Affiliates, and no such duty will be deemed to have arisen in connection with
any such transactions or communications. Each Borrower, on behalf of itself, the
Subsidiaries and its and their respective Affiliates, waives and releases, to
the fullest extent permitted by law, any claims that such Borrower, the
Subsidiaries or such Affiliates may have against the Administrative Agent, any
Person identified on the facing page or signature pages of this Agreement or
elsewhere herein as a “syndication agent” or “documentation agent”, any Lender
or any Affiliate of any of the foregoing in respect of any breach or alleged
breach of agency or fiduciary duty.

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

	AUTOMATIC DATA PROCESSING, INC.

	By:	/s/ Michael C. Eberhard
		Name: Michael C. Eberhard
		Title: Corporate Vice President, Treasurer

Name of Institution:	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,

	by:	/s/ Tina Ruyter
		Name: Tina Ruyter
		Title: Executive Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT


Name of Institution:		BANK OF AMERICA, N.A.

	by:	/s/ William S. Rowe
		Name: William S. Rowe
		Title: Senior Vice President

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT


Name of Institution:		The Bank of New York Mellon

	by:	/s/ Donald G. Cassidy, Jr.
		Name: Donald G. Cassidy, Jr.
		Title: Managing Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	The Bank of Tokyo-Mitsubishi UFJ, Ltd.

	by:	/s/ Maria Iarriccio
		Name: Maria Iarriccio
		Title: Vice President

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	BARCLAYS BANK PLC

	by:	/s/ Diane Rolfe
		Name: Diane Rolfe
		Title: Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	BMO Bank of Montreal

	by:	/s/ Alexandre Lalonde
		Name: Alexandre Lalonde
		Title: Director

	by:*	/s/ Bruce Groves
		Name: Bruce Groves
		Title: Managing Director

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	BNP Paribas

	by:	/s/ Michael A. Kowalczuk
		Name: Michael A. Kowalczuk
		Title: Director

	by:*	/s/ Nicholas Rabier
		Name: Nicholas Rabier
		Title: Director

*The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	CITIBANK, N.A.

	by:	/s/ Kevin A Ege
		Name: Kevin A Ege
		Title: Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	DEUTSCHE BANK AG NEW YORK BRANCH

	by:	/s/ Philippe Sandmeier
		Name: Philippe Sandmeier
		Title: Managing Director

	by:*	/s/ Ross Levitsky
		Name: Ross Levitsky
		Title: Managing Director

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

	ING BELGIUM SA/NV
Name of Institution:
	by:	/s/ Marie-Ga «l Lev que
		Name: Marie-Ga «l Lev que
		Title: Marie-Ga «l Lev que

	by:*	/s/ Anne Leotard
		Name: Anne Leotard
		Title: Head of Transaction Management

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Intesa Sanpaolo S.p.A.

	by:	/s/ Luca Sacchi
		Name: Luca Sacchi
		Title: Vice President

	by:*	/s/ Sergio Maggioni
		Name: Sergio Maggioni
		Title: FVP Head of Business

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	KEYBANK NATIONAL ASSOCIATION

	by:	/s/ Matthew A. Lambes
		Name: Matthew A. Lambes
		Title: Vice President

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Mizuho Corporate Bank (USA)

	by:	/s/ Bertram H. Tang
		Name: Bertram H. Tang
		Title: SVP & Team Leader

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Morgan Stanley Bank, N.A.

	by:	/s/ Sherrese Clarke
		Name: Sherrese Clarke
		Title: Authorized Signatory

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	THE NORTHERN TRUST COMPANY

	by:	/s/ Andrew D. Holtz
		Name: Andrew D. Holtz
		Title: Vice President

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	PNC Bank, National Association

	by:	/s/ Edward M. Tessalone
		Name: Edward M. Tessalone
		Title: Senior Vice President. PNC Bank, N.A.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	RBS Citizens, N.A.

	by:	/s/ William E. Rurode, Jr.
		Name: William E. Rurode, Jr.
		Title: Senior Vice President

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Royal Bank of Canada

	by:	/s/ Jennifer Lee-You
		Name: Jennifer Lee-You
		Title: Attorney-in-Fact

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Societe Generale

	by:	/s/ Ambrish Thanawala
		Name: Ambrish Thanawala
		Title: Managing Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Svenska Handelsbanken AB (publ)

	by:	/s/ Richard Johnson
		Name: Richard Johnson
		Title: SVP

	by:*	/s/ Mark Emmett
		Name: Mark Emmett
		Title: VP

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Toronto Dominion (New York) LLC

	by:	/s/ Debbi L. Brito
		Name: Debbi L. Brito
		Title: Authorized Signatory

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	U.S. BANK N.A.

	by:	/s/
		Name: Michael P. Dickman
		Title : Vice President

	by:*	/s/
		Name:
		Title:

* The second signature block is for the use of those Lenders that require two
signatures.

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT

Name of Institution:	Wells Fargo Bank, N.A.

	by:	/s/ Donald Schwartz
		Name: Donald Schwartz
		Title: Managing Director

SIGNATURE PAGE TO THE

AUTOMATIC DATA PROCESSING, INC.

364-DAY CREDIT AGREEMENT


Name of Institution:	Westpac Banking Corporation

	by:	/s/ Sean Crellin
		Name: Sean Crellin
		Title: Director
		Legal

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