Credit Agreement – Symantec

CREDIT AGREEMENT dated as of September 8, 2010, among SYMANTEC CORPORATION as
Borrower, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent. The parties hereto agree as follows: ARTICLE
I DEFINITIONS Section 1.1 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. “Adjusted LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a)
the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve
Rate. “Administrative Agent” means Wells Fargo, in its capacity as
administrative agent for the Lenders hereunder, or any successor administrative
agent. “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. “Alternate Base Rate” means, for any day, a rate per
annum equal to the greatest 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% and
(c) the LIBO Rate for an Interest Period of 1 month in effect on such day plus
1.0%, as adjusted to conform to changes as of the opening of business on the
date of any such change of such LIBO Rate. 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.
“Anniversary Date” means September 8, 2011 and September 8 in each succeeding
calendar year occurring during the term of this Agreement. “Applicable
Percentage” means, with respect to any Lender, the percentage of the total
Commitments represented by such Lender153s Commitment. If the Commitments

have terminated or expired, the Applicable Percentages shall be determined
based upon the Commitments most recently in effect, giving effect to any
assignments. “Applicable Rate” means, for any day, with respect to any
Eurodollar Loan, any ABR Loan (including any Swingline Loan) or the facility
fees payable hereunder, as the case may be, the applicable rate per annum set
forth across from the caption “Applicable Rate for Eurodollar Loans”,
“Applicable Rate for ABR Loans and Swingline Loans” or “Facility Fee” in the
table below, as the case may be, based upon the Consolidated Leverage Ratio, as
more fully described below.


	Level 1	Level 2			Level 3			Level 4			Level 5
Consolidated Leverage Ratio	Less than or equal to 0.50:1.00	Less than or equal to 1.00:1.00 but greater than 0.50:1.00			Less than or equal to 1.75:1.00 but greater than 1.00:1.00			Less than or equal to 2.25:1.00 but greater than 1.75:1.00			Greater than 2.25:1.00

Facility Fee	0.15%		0.175	%		0.225	%		0.275	%		0.375	%

Applicable Rate for Eurodollar Loans	1.10%		1.325	%		1.525	%		1.725	%		2.125	%

Applicable Rate for ABR Loans and Swingline Loans	0.10%		0.325	%		0.525	%		0.725	%		1.125	%

The Consolidated Leverage Ratio shall be determined on the basis of the most
recent certificate of the Borrower to be delivered pursuant to Section 5.1(a) or
Section 5.1(b), as the case may be, for the most recently ended fiscal quarter
or fiscal year of the Borrower, as applicable, and any change in the
Consolidated Leverage Ratio shall be effective one Business Day after the date
on which the Administrative Agent receives such certificate, provided, that
until the Borrower has delivered to the Administrative Agent such certificate
pursuant to Section 5.1(b) in respect of the second fiscal quarter of fiscal
2011, the Consolidated Leverage Ratio shall be deemed to be at Level 3;
provided, further, that for so long as the Borrower has not delivered such
certificate when due pursuant to Section 5.1(a) or Section 5.1(b), as the case
may be, the Consolidated Leverage Ratio shall be deemed to be at Level 4 until
the respective certificate is delivered to the Administrative Agent. “Approved
Fund” has the meaning assigned to such term in Section 9.4. “Arrangers” means
Wells Fargo Securities, LLC, Banc of America Securities LLC and Citigroup Global
Markets Inc., in their capacity as joint lead arrangers and joint bookrunners.

“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 9.4), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.
“Availability Period” means the period from and including the Effective Date to
but excluding the earlier of the Maturity Date and the date of termination of
the Commitments. “Board” means the Board of Governors of the Federal Reserve
System of the United States of America. “Borrower” means Symantec Corporation, a
Delaware corporation. “Borrowing” means (a) Revolving Loans of the same Type,
made, converted or continued on the same date and, in the case of Eurodollar
Loans, as to which a single Interest Period is in effect or (b) a Swingline
Loan. “Borrowing Request” means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.3. “Business Day” means any day that is
not a Saturday, Sunday or other day on which commercial banks in New York City
or Charlotte, North Carolina are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market. “Capital 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. “Cash
Collateralize” shall mean to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Administrative Agent, or the
Swingline Lender and the Lenders, as collateral for obligations in respect of
Swingline Loans, or obligations of Lenders to fund participations in respect of
either thereof (as the context may require), cash or deposit account balances
or, if the Swingline Lender benefiting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in
form and substance satisfactory to (a) the Administrative Agent and (b) the
Swingline Lender. “Cash Collateral” shall have a meaning correlative to the
foregoing and shall include the proceeds of such cash collateral and other
credit support. “Change in Control” means (a) any “person” or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, but excluding any employee benefit plan of such Person or its
subsidiaries, and any person or entity acting

in its capacity as trustee, agent or other fiduciary or administrator of any
such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Securities Exchange Act of 1934, except that a person or group shall
be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire (such right, an “option right”), whether such
right is exercisable immediately or only after the passage of time), directly or
indirectly, of 35% or more of the Equity Interests of the Borrower entitled to
vote for members of the board of directors on a fully diluted basis (i.e.,
taking into account all such securities that such person or group has the right
to acquire pursuant to any option right); (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Borrower by
Persons who were neither (i) nominated by the board of directors of the Borrower
nor (ii) appointed by directors so nominated; or (c) the acquisition of direct
or indirect Control of the Borrower by any Person or group. “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 charged with
the enforcement, interpretation or administration thereof after the date of this
Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b),
by any lending office of such Lender or by such Lender153s holding company, if
any) 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. “Class”, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Swingline Loans. “Code” means the Internal Revenue Code of 1986. “Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Swingline Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such
Lender153s Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.9 and (b) reduced or increased
from time to time pursuant to assignments by or to such Lender pursuant to
Section 2.20 or Section 9.4. The initial amount of each Lender153s Commitment is
set forth on Schedule 2.1. The initial aggregate amount of the Lenders153
Commitments is $1,000,000,000. “Commitment Increase” has the meaning set forth
in Section 2.20(a) hereof. “Consolidated EBITDA” means, with respect to any
Person for any period, an amount equal to (a) Consolidated Net Income (before
discontinued operations) of such Person for such period plus (b) the sum of, in
each case to the extent reflected as a charge in the calculation of such
Consolidated Net Income of such Person for such period in accordance with GAAP,
but without duplication, (i) income tax expense, (ii) Consolidated Interest
Expense, (iii) depreciation, depletion, and amortization of intangibles or
financing or acquisition costs and (iv) all non-cash charges and non-cash

losses for such period (including, but not limited to, stock option expense
and restructuring and impairment charges) minus (c) the sum of, in each case to
the extent included in the calculation of Consolidated Net Income of such Person
for such period in accordance with GAAP, but without duplication, (i) any credit
for income tax, (ii) any amounts of interest income, (iii) gains from
extraordinary items for such period, (iv) any aggregate net gain from the sale,
exchange or other disposition of capital assets by such Person, (v) cash
payments for previously reserved charges of the sort described in clause (iv),
and (vi) any other non-cash gains which have been added in determining
Consolidated Net Income. “Consolidated Funded Debt” of any person means (a) all
obligations of such person that would be classified as indebtedness in
accordance with GAAP (it being understood that convertible securities subject to
Financial Accounting Standard Board Staff Position APB 14-1 shall be accounted
for as set forth therein), (b) obligations of such person with respect to
letters of credit, whether drawn or undrawn, contingent or otherwise and (c) all
guarantees or other contingent obligations of such person with respect to any
indebtedness of others, determined on a consolidated basis in accordance with
GAAP. “Consolidated Interest Expense” means, for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Borrower and its Subsidiaries for such period with respect to all outstanding
Indebtedness of the Borrower and its Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers153 acceptance financing and net costs under Swap Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP). “Consolidated Leverage Ratio” means, as of the last day
of any period, the ratio of (a) Consolidated Funded Debt on such day to (b)
Consolidated EBITDA for such period. “Consolidated Net Income” means, for any
period, the consolidated net income (or loss) of the Borrower and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded (a) the income (or deficit) of any Person
accrued prior to the date it becomes a Subsidiary of the Borrower or is merged
into or consolidated with the Borrower or any of its Subsidiaries, (b) the
income (or deficit) of any Person (other than a Subsidiary of the Borrower) in
which the Borrower or any of its Subsidiaries has an ownership interest, except
to the extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Borrower to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation (other
than under any Loan Document) or requirement of law applicable to such
Subsidiary. “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. “Debtor Relief Laws” means the
Bankruptcy Code of the United States of America, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect. “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, become an Event of Default. “Defaulting Lender” means, subject
to Section 2.22(b), any Lender that, as determined by the Administrative Agent
(with notice to the Borrower of such determination), (a) has failed to perform
any of its funding obligations hereunder, including in respect of its Loans or
participations in Swingline Loans, within three Business Days of the date
required to be funded by it hereunder, (b) has notified the Borrower or the
Administrative Agent that it does not intend to comply with its funding
obligations or has made a public statement to that effect with respect to its
funding obligations hereunder or under other agreements in which it commits to
extend credit, (c) has failed, within three Business Days after request by the
Administrative Agent, to confirm in a manner satisfactory to the Administrative
Agent that it will comply with its funding obligations, or (d) has, or has a
direct or indirect parent company that has, (i) become the subject of a
proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity interest in that Lender or any direct or indirect
parent company thereof by a Governmental Authority. “Disclosed Matters” means
the actions, suits and proceedings and the environmental matters disclosed in
Schedule 3.6. “dollars” or “$” refers to lawful money of the United States of
America. “Domestic Subsidiary” means any Subsidiary that is organized under the
laws of any political subdivision of the United States. “Effective Date” means
the date on which the conditions specified in Section 4.1 are satisfied (or
waived in accordance with Section 9.2). “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 the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing. “Equity Interests” means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest. “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 Borrower, 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) the failure of any Plan or Multiemployer Plan to satisfy the
minimum funding standard of Section 412 of the Code or Section 302 of ERISA,
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, or the filing pursuant to Section 431(d) of
the Code or Section 304(d) of ERISA of an application for the extension of
amortization periods with respect to any Multiemployer Plan; (d) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability under Title IV
of ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower 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 Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower 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.

“Eurodollar”, 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 Adjusted 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 of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Borrower is
located, (c) in the case of a Foreign Lender (other than an assignee pursuant to
a request by the Borrower under Section 2.19(b)), any United States withholding
tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement (or designates a new lending
office) or is attributable to such Foreign Lender153s failure to comply with
Section 2.17(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.17(a) and (d) any taxes imposed on
any “withholdable payment” payable to such recipient as a result of the failure
of such recipient to satisfy the applicable requirements as set forth in FATCA
after December 31, 2012. “Existing Credit Agreement” means that certain Credit
Agreement dated as of July 12, 2006, among the Borrower, the lenders named
therein, and JPMorgan Chase Bank, as administrative agent. “FATCA” means
Sections 1471 through 1474 of the Code. “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 Borrower. “Foreign Lender” means any Lender that is organized
under the laws of a jurisdiction other than that in which the Borrower is
located. For purposes of this definition, the United States of America, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender,
such Defaulting Lender153s Applicable Percentage of outstanding Swingline Loans
made by the Swingline Lender other than Swingline Loans as to which such
Defaulting Lender153s participation obligation has been (a) reallocated to other
Lenders or Cash Collateralized in accordance with Section 2.22 or (b) funded by
such Defaulting Lender in accordance with Section 2.5. “GAAP” means generally
accepted accounting principles in the United States of America. “Governmental
Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” 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, or customary
indemnification obligations entered into in connection with any acquisition or
disposition of assets or of other entities (other than to the extent that the
primary obligations that are the subject of such Guarantee would be considered
Indebtedness hereunder). “Guarantor” means any Material Subsidiary of the
Borrower that has delivered the Guaranty pursuant to Section 4.1(f) or a
Guaranty Accession pursuant to Section 5.10 hereof. “Guaranty” has the meaning
set forth in Section 4.1(f) hereof. “Guaranty Accession” has the meaning set
forth in the Guaranty. “Hazardous Materials” means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated

biphenyls, radon gas, infectious or medical wastes and all other substances
or wastes of any nature regulated pursuant to any Environmental Law.
“Indebtedness” of any Person at any date means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person153s
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred capital stock of such Person, (h) all Guarantees of such
Person in respect of obligations of the kind referred to in clauses (a) through
(g) above, (i) all obligations of the kind referred to in clauses (a) through
(h) above secured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of Section 7(f) and (g) only, the net obligations of such
Person in respect of all Swap Agreements entered into with a particular
counterparty. 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
Person153s ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor. “Indemnified Taxes” means Taxes other than Excluded Taxes.
“Information Memorandum” means the Administrative Documents dated August, 2010
relating to the Borrower and the Transactions. “Interest Election Request” means
a request by the Borrower to convert or continue a Revolving Borrowing in
accordance with Section 2.8. “Interest Payment Date” means (a) with respect to
any ABR Loan (other than a Swingline Loan), the last day of each March, June,
September and December, (b) with respect to any Eurodollar 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 Eurodollar Borrowing with an Interest Period of more than
three months153 duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months153 duration after the first day of such
Interest Period, and (c) with respect to any Swingline Loan, the day that such
Loan is required to be repaid. “Interest Period” means with respect to any
Eurodollar 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 (or, with the
consent of each Lender, a shorter period, or nine or twelve months) thereafter,
as the Borrower may elect; 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 Eurodollar 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 Eurodollar 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, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing. “Lenders” means the Persons listed on
Schedule 2.1 and any other Person that shall have become a party hereto pursuant
to an Assignment and Assumption or pursuant to Section 2.20(c), other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term “Lenders” includes
the Swingline Lender. “LIBO Rate” means, with respect to any Eurodollar
Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01
Page (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of 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, the Notes (if any) and the
Guaranty and any supplements to the Guaranty delivered pursuant to Section 5.10
hereof.

“Loan Parties” means the Borrower and the Guarantors. “Loans” means the loans
made by the Lenders to the Borrower pursuant to this Agreement. “Material
Adverse Effect” means a material adverse effect on (a) the business, financial
condition or operations of the Borrower and the Subsidiaries taken as a whole,
(b) the ability of the Borrower to perform any of its obligations under this
Agreement or any of the other Loan Documents or (c) the rights of or benefits
available to the Lenders under this Agreement and the other Loan Documents.
“Material Indebtedness” means Indebtedness (other than the Loans), or
obligations in respect of one or more Swap Agreements, of any one or more of the
Borrower and its Subsidiaries in a principal amount exceeding $50,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the
obligations of the Borrower or any Subsidiary in respect of any Swap Agreement
at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Subsidiary would be required to pay if
such Swap Agreement were terminated at such time. “Material Subsidiary” means,
at any date of determination, a Domestic Subsidiary of the Borrower (other than
as set forth on Schedule 1.1) that, either individually or together with its
Subsidiaries, taken as a whole, has total tangible assets exceeding $50,000,000
as of the most recent available quarterly or year-end financial statements;
provided however that a Domestic Subsidiary shall not be a Material Subsidiary
if the provision of a Guaranty by it would give rise to or increase the amount
includable in income of the Company pursuant to Section 956 of the Code.
“Maturity Date” means September 8, 2014. “Measurement Period” means, at any date
of determination, the most recently completed four consecutive fiscal quarters
of the Borrower on or immediately prior to such date. “Minority Interests” means
any shares of stock of any class of a Subsidiary (other than directors153
qualifying shares as required by law) that are not owned by the Borrower and/or
one or more of its Subsidiaries. “Multiemployer Plan” means a multiemployer plan
as defined in Section 4001(a)(3) of ERISA, and to which the Borrower or any
ERISA Affiliate makes, is obligated to make, or has been obligated to make,
contributions. “Note” has the meaning set forth in Section 2.10. “Other Taxes”
means any and all present or future stamp, court or documentary taxes or any
other excise, property, intangible, recording, filing or similar Taxes which
arise from any payment made, from the execution, delivery, performance,
enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise

with respect to, this Agreement and the other Loan Documents. Other Taxes
shall not include any Excluded Taxes. “Participant” has the meaning set forth in
Section 9.4. “Payment Office” means the office of the Administrative Agent
designated on Schedule 2.1 under the heading “Instructions for wire transfers to
the Administrative Agent,” or such other office as the Administrative Agent may
designate to the Lenders and the Borrower for such purpose from time to time.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA and any successor entity performing similar functions. “Permitted
Encumbrances” means: (a) Liens imposed by law for taxes that are not yet due or
are being contested in compliance with Section 5.4; (b) carriers153,
warehousemen153s, mechanics153, materialmen153s, landlord153s, repairmen153s 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 compliance with Section 5.4; (c) pledges and deposits made in the
ordinary course of business in compliance with workers153 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 incurred in the ordinary course of business; (e) judgment liens in
respect of judgments that do not constitute an Event of Default under clause (k)
of ARTICLE VII or securing appeal or other surety bonds relating to such
judgments; (f) Liens arising under repurchase agreements, reverse repurchase
agreements, securities lending and borrowing agreements and similar
transactions; (g) Liens arising from precautionary filings in respect of
operating leases; (h) Liens arising from leases, licenses, subleases or
sublicenses which do not (A) interfere in any material respect with the business
of the Borrower or any Subsidiary or (B) secure any Indebtedness; (i) Liens on
cash collateral or government securities to secure obligations under Swap
Agreements and letters of credit, provided, that the aggregate

value of such collateral so pledged by the Borrower and its Subsidiaries does
not at any time exceed $25 million in the aggregate; (j) Liens in favor of
customs and revenue authorities arising as a matter of law to secure payment of
customs duties in connection with the importation of goods; (k) Liens securing
obligations (other than obligations representing Indebtedness for borrowed
money) under operating or similar agreements entered into in the ordinary course
of business; (l) 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 the Borrower or any Subsidiary; provided that
the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness. “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 with respect to which the
Borrower 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 Wells Fargo as its “prime rate.” The “prime rate”
is a rate set by Wells Fargo based upon various factors including Wells Fargo153s
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate. “Register” has the meaning set forth in Section
9.4. “Related Parties” means, with respect to any specified Person, such
Person153s Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person153s Affiliates. “Required Lenders”
means, at any time, Lenders having more than 50% of the aggregate amount of the
Commitments or, if the Commitments shall have been terminated, holding more than
50% of the aggregate unpaid principal amount of the total Revolving Credit
Exposures at such time. The Commitment and Revolving Credit Exposure of any
Defaulting Lender shall be disregarded in determining Required Lenders at any
time.

“Revolving Credit Exposure” means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender153s Revolving Loans and
its Swingline Exposure at such time. “Revolving Loan” means a Loan made pursuant
to Section 2.3. “Statutory Reserve Rate” means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute Eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage. “subsidiary” means, with respect to any Person (the “parent”) at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent153s consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent and which is required
by GAAP to be consolidated in the consolidated financial statements of the
parent. “Subsidiary” means any subsidiary of the Borrower. “Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing
for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Borrower or the
Subsidiaries shall be a Swap Agreement. “Swingline Borrowing Request” means a
request by the Borrower for a Swingline Borrowing in accordance with Section
2.5.

“Swingline Commitment” means an amount equal to the lesser of (a) $20,000,000
and (b) the total Commitments. The Swingline Commitment is part of, and not in
addition to, the total Commitments. “Swingline Exposure” means, at any time, the
aggregate principal amount of all Swingline Loans outstanding at such time. The
Swingline Exposure of any Lender at any time shall be its Applicable Percentage
of the total Swingline Exposure at such time. “Swingline Lender” means Wells
Fargo, in its capacity as lender of Swingline Loans hereunder. “Swingline Loan”
means a Loan made pursuant to Section 2.5. “Taxes” means any and all present or
future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority. “Transactions” means the execution,
delivery and performance by the Loan Parties of each Loan Document to which it
is a party, the borrowing of Loans 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 Adjusted LIBO Rate or the Alternate Base Rate. “Wells Fargo”
means Wells Fargo Bank, National Association. “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. Section 1.2 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 “Eurodollar Loan”) or
by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be
classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type
(e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”). Section 1.3 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 reference herein to any Person shall be construed to include such
Person153s successors and assigns, (c) 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, (d) 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, (e) 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 (f) any reference
to any law shall include all statutory and regulatory provisions consolidating,
amending, replacing or interpreting such law and any reference to any law or
regulation shall, unless otherwise specified, refer to such law or regulation as
amended, modified or supplemented from time to time. Section 1.4 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 Borrower notifies the
Administrative Agent that the Borrower 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 Borrower 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. Notwithstanding the foregoing, all financial statements
delivered hereunder shall be prepared, and all financial covenants contained
herein shall be calculated, without giving effect to any election under the
Statement of Financial Accounting Standards No. 159 (ASC 825) (or any similar
accounting principle) permitting or requiring a Person to value its financial
liabilities or Indebtedness at the fair value thereof. ARTICLE
II THE CREDITS Section 2.1 Commitments. Subject to the
terms and conditions set forth herein, each Lender agrees to make Revolving
Loans to the Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (a) such Lender153s Revolving
Credit Exposure exceeding such Lender153s Commitment or (b) the sum of the total
Revolving Credit Exposures exceeding the total Commitments. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans. Section 2.2 Loans and
Borrowings. (a) Each Revolving Loan shall be made as part of a Borrowing
consisting of Revolving Loans made by the Lenders in accordance with their
Applicable Percentage. 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 Lender153s failure to make Loans as required.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement. (c) At the commencement of
each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and
not less than $10,000,000. At the time that each ABR Revolving Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $10,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments. Each Swingline Loan shall be in an
amount that is an integral multiple of $500,000 and not less than $1,000,000.
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
Eurodollar Revolving Borrowings outstanding. (d) Notwithstanding any other
provision of this Agreement, the Borrower shall not 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. Section 2.3 Requests for
Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of
a Eurodollar Borrowing, not later than 12:00 noon, Charlotte, North Carolina
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 12:00 noon, Charlotte, North
Carolina time, one Business Day before 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 substantially the form of Exhibit B-1 attached hereto and
signed by the Borrower. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.2: (i) 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 an ABR
Borrowing or a Eurodollar Borrowing; (iv) in the case of a Eurodollar Borrowing,
the initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term “Interest Period”; and (v) the
location and number of the Borrower153s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.7.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month153s
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 such Lender153s Loan to be made as part of the
requested Borrowing. Section 2.4 [Reserved]. Section 2.5 Swingline Loans. (a)
Subject to the terms and conditions set forth herein, the Swingline Lender
agrees to make Swingline Loans to the Borrower from time to time during the
Availability Period, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding the Swingline Commitment or (ii) the sum of the total
Revolving Credit Exposures exceeding the total Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans. Notwithstanding the foregoing, the Swingline Lender shall not
make any Swingline Loan to the Borrower if any Lender is at that time a
Defaulting Lender, unless the Swingline Lender has entered into arrangements,
including the delivery of Cash Collateral, satisfactory to the Swingline Lender
(in its sole discretion) with the Borrower or such Lender to eliminate the
Swingline Lender153s actual or potential Fronting Exposure (after giving effect to
Section 2.22(a)(iv)) with respect to the Defaulting Lender arising from either
the Swingline Loan then proposed to be made or that Swingline Loan and all other
Swingline Exposure as to which the Swingline Lender has actual or potential
Fronting Exposure, as it may elect in its sole discretion. (b) To request a
Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 1:00 p.m.
Charlotte, North Carolina time, on the day of a proposed Swingline Loan. Each
such notice shall be irrevocable, shall specify the requested date (which shall
be a Business Day) and amount of the requested Swingline Loan and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Swingline Borrowing Request in substantially the form of Exhibit B-2
attached hereto and signed by the Borrower. The Administrative Agent will
promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the
Borrower by means of a credit to the general deposit account of the Borrower
with the Swingline Lender by 3:00 p.m., Charlotte, North Carolina time, on the
requested date of such Swingline Loan. (c) The Swingline Lender may by written
notice given to the Administrative Agent not later than 10:00 a.m., Charlotte,
North Carolina time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Lender, specifying in such
notice such Lender153s Applicable

Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Lender, such Lender153s
Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including (i) any set-off,
counterclaim, recoupment, defense or other right that such Lender may have
against the Swingline Lender, the Administrative Agent, the Borrower or any
other Person for any reason whatsoever, (ii) the occurrence or continuance of
any Default, or (iii) the failure of any conditions set forth in Section 4.2 or
elsewhere herein to be satisfied. Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the
same manner as provided in Section 2.7 with respect to Loans made by such Lender
(and Section 2.7 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Lenders. The Administrative Agent
shall notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower of any default in the payment thereof. Section 2.6 [Reserved].
Section 2.7 Funding of Borrowings. (a) Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 2:00 p.m., Charlotte, North Carolina time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.5. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in
Charlotte, North Carolina and designated by the Borrower in the applicable
Borrowing Request. (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 Lender153s
Applicable Percentage of such Borrowing, the Administrative Agent may assume
that such Lender has made such Applicable Percentage available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such
event, if a

Lender has not in fact made its Applicable Percentage of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender153s Loan included in such
Borrowing. Section 2.8 Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Revolving Borrowing, shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefore, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated among the Lenders
holding the Loans comprising such Borrowing in accordance with their Applicable
Percentage, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued. (b) To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.3 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
telephonic request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written request (an
“Interest Election Request”) in substantially the form of Exhibit C attached
hereto and signed by the Borrower. (c) Each telephonic and written Interest
Election Request shall specify the following information in compliance with
Section 2.2: (i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing); (ii) the effective date
of the election made pursuant to such Interest Election Request, which shall be
a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing
or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest
Period to be applicable thereto after giving effect to such election, which
shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month153s duration. (d) Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise
each Lender of the details thereof and of such Lender153s portion of each
resulting Borrowing. (e) If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted
to an ABR Borrowing at the end of the Interest Period applicable thereto.
Section 2.9 Termination and Reduction of Commitments. (a) Unless previously
terminated, the Commitments and the Swingline Commitment shall terminate on the
Maturity Date. (b) The Borrower 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 $1,000,000 and not less
than $10,000,000, (ii) the Borrower 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 sum of the Revolving Credit Exposures would
exceed the total Commitments, and (iii) if, after giving effect to any reduction
of the Commitments, the Swingline Commitment exceeds the total Commitments, the
Swingline Commitment shall be automatically reduced by the amount of such
excess. (c) The Borrower 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 such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (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 applied to the Lenders in accordance
with their respective Applicable Percentage.

Section 2.10 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Revolving Loan on the
Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of the Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made;
provided that on each date that a Revolving Borrowing is made, the Borrower
shall repay all Swingline Loans then outstanding. (b) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder. (c) The Administrative Agent shall
maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender153s 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 (absent manifest error); 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 the Borrower to repay the Loans in
accordance with the terms of this Agreement. (e) Any Lender may request that
Loans made by it be evidenced by a promissory note (a “Note”). In such event,
the Borrower shall prepare, execute and deliver to such Lender a Note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) in substantially the form of Exhibit D attached hereto.
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 9.4) be represented by one
or more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns). Section 2.11 Prepayment of Loans. (a) The Borrower shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section. (b) The Borrower shall notify the Administrative Agent (and, in
the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 12:00 noon,
Charlotte, North Carolina time, three Business Days before the date of

prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not
later than 11:00 a.m., Charlotte, North Carolina time, one Business Day before
the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 2:00 p.m., Charlotte, North Carolina time, on the date of
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 prepayment is given in connection with
a conditional notice of termination of the Commitments as contemplated by
Section 2.9, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.9. Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.2. Each prepayment of a Revolving Borrowing shall be applied ratably
to the Loans of the Lenders in accordance with their respective Applicable
Percentages. Prepayments shall be accompanied by accrued interest to the extent
required by Section 2.13 and any costs incurred as contemplated by Section 2.16.
Section 2.12 Fees. (a) The Borrower agrees to pay to the Administrative Agent
for the account of each Lender a facility fee, which shall accrue at the
relevant percentage set forth across from the heading “Facility Fee” in the
definition of “Applicable Rate” on the daily amount of the Commitment of such
Lender (whether used or unused) during the period from and including the date
hereof to but excluding the date on which such Commitment terminates; provided
that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily amount of such Lender153s Revolving Credit Exposure from and including the
date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Accrued facility fees shall
be payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof; provided that any facility fees
accruing after the date on which the Commitments terminate shall be payable on
demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). (b) The Borrower 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 Borrower and the Administrative
Agent. (c) 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 facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances. Section 2.13 Interest. (a) The Loans comprising each
ABR Borrowing (including each Swingline Loan) shall bear interest at the
Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate. (c) Notwithstanding the foregoing, at all times when a Default
has occurred hereunder and is continuing, all amounts outstanding hereunder
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% plus the rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section. (d) Accrued interest on each
Loan shall be payable in arrears on each Interest Payment Date for such Loan
and, in the case of Revolving Loans, upon termination of the Commitments;
provided that (i) interest accrued pursuant to paragraph (c) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of an ABR Revolving 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 Eurodollar Revolving Loan prior to the end
of the current Interest Period therefore, accrued interest on such Loan shall be
payable on the effective date of such conversion. (e) 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, Adjusted LIBO 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 Eurodollar 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 Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period; or (b) the Administrative Agent is advised by the Required
Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period; then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the conversion
of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurodollar Borrowing shall be ineffective,

and (ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing,
such Borrowing shall be made as an ABR Borrowing. Section 2.15 Increased Costs.
(a) If any Change in Law 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 (except any such
reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any
Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender; and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining
any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or
to increase the cost to such Lender or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will 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 determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender153s capital or on the capital of such Lender153s 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 Lender153s holding company
could have achieved but for such Change in Law (taking into consideration such
Lender153s policies and the policies of such Lender153s holding company with respect
to capital adequacy), then from time to time the Borrower will pay to such
Lender such additional amount or amounts as will compensate such Lender or such
Lender153s holding company for any such reduction suffered. (c) A certificate of a
Lender setting forth the amount or amounts necessary to compensate such Lender
or its holding company, as the case may be, as specified in paragraph (a) or (b)
of this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 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 Lender153s right to demand such
compensation; provided that the Borrower shall not be required to compensate a
Lender pursuant to this Section for any increased costs or reductions incurred
more than 270 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 of such
Lender153s intention to claim compensation therefore; provided further that, if
the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 270-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 or
prepayment of any principal of any Eurodollar Loan other than on the last day of
an Interest Period applicable thereto (whether voluntary, mandatory, automatic,
by reason of acceleration, or otherwise), (b) the conversion of any Eurodollar
Loan other than on the last day of the Interest Period applicable thereto, (c)
the failure to borrow, convert, continue or prepay any Eurodollar Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether
such notice may be revoked under Section 2.11(b) and is revoked in accordance
therewith), or (d) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar 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 which would have accrued on the
principal amount of such Loan had such event not occurred, at the Adjusted 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 therefore (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 which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the Eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof. Section 2.17 Taxes.
(a) Any and all payments by or on account of any obligation of the Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the 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 Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. (b) In addition, the Borrower shall
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law. (c) The Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefore, 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 the Borrower hereunder (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 delivered to the Borrower 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 the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent. (e) Any
Foreign Lender shall deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the
date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the request of the Borrower or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable: (i) duly completed copies of
Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States of America is a party; (ii) duly
completed copies of Internal Revenue Service Form W-ECI; (iii) in the case of a
Foreign Lender claiming the benefits of the exemption for portfolio interest
under section 881(c) of the Code, (x) a certificate to the effect that such
Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of
the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) duly completed copies of
Internal Revenue Service Form W-8BEN, or (iv) any other form prescribed by
applicable law as a basis for claiming exemption from or a reduction in United
States Federal withholding tax duly completed together with such supplementary
documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made. In addition, each
Lender shall deliver such other documentation prescribed by applicable law as
will enable the Borrower or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting
requirements. (f) If the Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.17, it shall pay
over such refund to the Borrower (but only to the extent of indemnity payments
made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
the Borrower (plus any penalties, interest or other charges imposed by the
relevant

Governmental Authority) to the Administrative Agent or such Lender in the
event the Administrative Agent or such Lender is required to repay such refund
to such Governmental Authority. This Section shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person. (g) If a payment made to a Lender under any Loan
Document would be subject to U.S. Federal withholding Tax imposed by FATCA if
such Lender fails 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 comply with such applicable reporting
requirements and shall deliver to the Borrower and the Administrative Agent (A)
a certification signed by the chief financial officer, principal accounting
officer, treasurer or controller, and (B) other documentation reasonably
requested by the Borrower and the Administrative Agent sufficient for the
Administrative Agent and the Borrower to comply with their obligations under
FATCA and to determine that such Lender has complied with such applicable
reporting requirements. Section 2.18 Payments Generally; Pro Rata Treatment;
Sharing of Set-offs. (a) The Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest or fees, or of amounts
payable under Section 2.15, Section 2.16 or Section 2.17, or otherwise) prior to
12:00 noon, Charlotte, North Carolina time, on the date when due, in immediately
available funds, without set off or counterclaim. Any amounts received after
such time 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 at the Payment Office, except payments to be made directly
to the Swingline Lender as expressly provided herein and except that payments
pursuant to Section 2.15, Section 2.16, Section 2.17 and Section 9.3 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. 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 dollars. (b) If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties. (c) 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 any of its Revolving Loans or participations in Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in Swingline 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 Revolving Loans and participations in
Swingline 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 principal of and accrued interest on their respective
Revolving Loans and participations in and Swingline Loans; 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 the Borrower pursuant to and in accordance with the express
terms of this Agreement (including the application of funds arising from the
existence of a Defaulting Lender) 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 Borrower or any
Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of 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. (d) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the
Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the
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 the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. Section
2.19 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.15 or Section 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 Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment. (b) If any Lender requests compensation under
Section 2.15, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the

account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.4), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in
Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.15 or payments required to be made
pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. 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 Borrower to require such
assignment and delegation cease to apply. Section 2.20 Increase in the Aggregate
Commitments. (a) The Borrower may, not more than once in any year, by notice to
the Administrative Agent, request that the aggregate amount of the Commitments
be increased by a minimum amount equal to $100,000,000 or an integral multiple
of $100,000,000 in excess thereof (each a “Commitment Increase”), to be
effective as of a date that is at least 90 days prior to the scheduled Maturity
Date then in effect (the “Increase Date”) as specified in the related notice to
the Administrative Agent; provided, however, that no Default shall have occurred
and be continuing as of the date of such request or as of the applicable
Increase Date, or shall occur as a result thereof and, provided, further, that
at no time shall the total aggregate Commitments hereunder exceed
$1,500,000,000. (b) The Administrative Agent shall promptly notify the Lenders
of a request by the Borrower for a Commitment Increase, which notice shall
include (i) the proposed amount of such requested Commitment Increase, (ii) the
proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount
of their respective Commitments (the “Commitment Date”). Each Lender that is
willing to participate in such requested Commitment Increase (each an
“Increasing Lender”) shall give written notice to the Administrative Agent on or
prior to the Commitment Date of the amount by which it is willing to increase
its Commitment. If the Lenders notify the Administrative Agent that they are
willing to increase the amount of their respective Commitments by an aggregate
amount that exceeds the amount of the requested Commitment Increase, the
requested Commitment Increase shall be allocated among the Lenders willing to
participate therein in such amounts as are agreed between the Borrower and the
Administrative Agent. The failure of any Lender to respond shall be deemed to be
a refusal of such Lender to increase its Commitment. (c) Promptly following each
Commitment Date, the Administrative Agent shall notify the Borrower as to the
amount, if any, by which the Lenders are willing to participate in the requested
Commitment Increase. If the aggregate amount by which the Lenders are willing

to participate in any requested Commitment Increase on any such Commitment
Date is less than the requested Commitment Increase, then the Borrower may
extend offers to one or more Persons reasonably acceptable to the Administrative
Agent (each, an “Eligible Assignee”) to participate in any portion of the
requested Commitment Increase that has not been committed to by the Lenders as
of the applicable Commitment Date; provided, however, that the Commitment of
each such Eligible Assignee shall be in an amount of $25,000,000 or an integral
multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each
Eligible Assignee that accepts an offer to participate in a requested Commitment
Increase in accordance with Section 2.20(c) (each such Eligible Assignee and
each Eligible Assignee that agrees to an extension of the Maturity Date in
accordance with Section 2.21(c), an “Assuming Lender”) shall become a Lender
party to this Agreement as of such Increase Date and the Commitment of each
Increasing Lender for such requested Commitment Increase shall be so increased
by such amount (or by the amount allocated to such Lender pursuant to the last
sentence of Section 2.20(b)) as of such Increase Date; provided, however, that
the Administrative Agent shall have received on or before such Increase Date the
following, each dated such date: (i) (A) a certificate of the Borrower signed by
an authorized officer of the Borrower (1) certifying and attaching the
resolutions adopted by the Board of Directors of the Borrower or the Executive
Committee of such Board approving the Commitment Increase and the corresponding
modifications to this Agreement, and (2) certifying that, before and after
giving effect to such increase, (x) the representations and warranties contained
in Article III and the other Loan Documents are true and correct on and as of
the Increase Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.20, the
representations and warranties contained in Section 3.4(a) shall be deemed to
refer to the most recent statements furnished pursuant to Section 5.1, and (y)
no Default exists and (B) an opinion of counsel for the Borrower (which may be
in-house counsel) in form and substance satisfactory to the Administrative
Agent; (ii) a joinder agreement from each Assuming Lender, if any, in form and
substance satisfactory to such Assuming Lender, the Borrower and the
Administrative Agent (each a “Joinder Agreement”), duly executed by such
Assuming Lender, the Administrative Agent and the Borrower; and (iii)
confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to the Borrower and the Administrative
Agent. (e) On each Increase Date, upon fulfillment of the conditions set forth
in Section 2.20(d), in the event any Revolving Loans are then outstanding, (i)
each relevant Increasing Lender and Assuming Lender shall make available to the
Administrative Agent such amounts in immediately available funds as the
Administrative Agent shall determine, for the benefit of the other Lenders, as
being required in order to cause, after giving effect to the applicable
Commitment Increase and the application of such amounts to make payments to such
other Lenders, the Revolving Loans to be held ratably by all Lenders as of such
date in accordance

with their respective Applicable Percentages (after giving effect to the
Commitment Increase), (ii) the Borrower shall be deemed to have prepaid and
reborrowed all outstanding Revolving Loans made to it as of such Commitment
Increase Date (with each such borrowing to consist of Revolving Loans, with
related Interest Periods if applicable, specified in a notice delivered by the
Borrower in accordance with the requirements of Section 2.2) and (iii) the
Borrower shall pay to the Lenders the amounts, if any, payable under Section
2.16 as a result of such prepayment. (f) This Section shall supersede any
provisions in Section 2.18 or Section 9.2 to the contrary. Section 2.21
Extension of Maturity Date. (a) At least 45 days but not more than 60 days prior
to the next Anniversary Date, the Borrower, by written notice to the
Administrative Agent, may request an extension of the Maturity Date in effect at
such time by one calendar year from its then scheduled expiration. The
Administrative Agent shall promptly notify each Lender of such request, and each
Lender shall in turn, in its sole discretion, not later than 30 days prior to
such next Anniversary Date, notify the Borrower and the Administrative Agent in
writing as to whether such Lender will consent to such extension. If any Lender
shall fail to notify the Administrative Agent and the Borrower in writing of its
consent to any such request for extension of the Maturity Date at least 30 days
prior to the next Anniversary Date, such Lender shall be deemed to be a
Declining Lender with respect to such request. The Administrative Agent shall
notify the Borrower not later than 25 days prior to such next Anniversary Date
of the decision of the Lenders regarding the Borrower153s request for an extension
of the Maturity Date. (b) If all of the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.21, the Maturity
Date in effect at such time shall, effective as at such next Anniversary Date
(the “Extension Date”), be extended for one calendar year; provided that on each
Extension Date, no Default shall have occurred and be continuing, or shall occur
as a consequence thereof. If the total of the Commitments of the existing
Lenders that have agreed so to extend their Maturity Date and the additional
Commitments of Eligible Assignees assumed in accordance with subsection (c) of
this Section 2.21 shall be more than 50% of the aggregate amount of the
Commitments in effect immediately prior to the existing Maturity Date, the
Maturity Date in effect at such time shall, effective as at the applicable
Extension Date, be extended as to those Lenders that so consented (each an
“Extending Lender”) but shall not be extended as to any other Lender (each a
“Declining Lender”). To the extent that the Maturity Date is not extended as to
any Lender pursuant to this Section 2.21 and the Commitment of such Lender is
not assumed in accordance with subsection (c) of this Section 2.21 on or prior
to the applicable Extension Date, the Commitment of such Declining Lender shall
automatically terminate in whole on such unextended Maturity Date without any
further notice or other action by the Borrower, such Lender or any other Person
and any outstanding Loans, together with accrued and unpaid interest, fees and
other amounts due to such Declining Lender shall be paid in full on such
unextended Maturity Date; provided that such Declining Lender153s rights under
Section 2.15, Section 2.17 and Section 9.3 shall survive the Maturity Date for
such Lender as to matters occurring prior to such date. It is understood and
agreed that no Lender shall have any

obligation whatsoever to agree to any request made by the Borrower for any
requested extension of the Maturity Date. (c) If there are any Declining
Lenders, the Borrower may arrange for one or more Extending Lenders or other
Eligible Assignees (each such Eligible Assignee that accepts an offer to assume
a Declining Lender153s Commitment as of the applicable Extension Date being an
“Assuming Lender”) to assume, effective as of the Extension Date, any Declining
Lender153s Commitment and all of the obligations of such Declining Lender under
this Agreement thereafter arising, without recourse to or warranty by, or
expense to, such Declining Lender; provided, however, that the amount of the
Commitment of any such Assuming Lender as a result of such substitution shall in
no event be less than $50,000,000 unless the amount of the Commitment of such
Declining Lender is less than $50,000,000, in which case such Assuming Lender
shall assume all of such lesser amount; and provided further that: (i) any such
Extending Lender or Assuming Lender shall have paid to such Declining Lender (A)
the aggregate principal amount of, and any interest accrued and unpaid to the
effective date of the assignment on, the outstanding Loans, if any, of such
Declining Lender plus (B) any accrued but unpaid fees owing to such Declining
Lender as of the effective date of such assignment; (ii) all additional costs
reimbursements, expense reimbursements and indemnities payable to such Declining
Lender, and all other accrued and unpaid amounts owing to such Declining Lender
hereunder, as of the effective date of such assignment shall have been paid to
such Declining Lender; and (iii) with respect to any such Assuming Lender, the
applicable processing and recordation fee required under Section 9.4 for such
assignment shall have been paid; provided further that such Declining Lender153s
rights under Section 2.15, Section 2.17 and Section 9.3 shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Borrower and the Administrative Agent an
Assignment and Assumption, in form and substance satisfactory to the Borrower
and the Administrative Agent (an “Assumption Agreement”), duly executed by such
Assuming Lender, such Declining Lender, the Borrower and the Administrative
Agent, (B) any such Extending Lender shall have delivered confirmation in
writing satisfactory to the Borrower and the Administrative Agent as to the
increase in the amount of its Commitment and (C) each Declining Lender being
replaced pursuant to this Section 2.21 shall have delivered to the
Administrative Agent any Note or Notes held by such Declining Lender. Upon the
payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii)
of the immediately preceding sentence, each such Extending Lender or Assuming
Lender, as of the Extension Date, will be substituted for such Declining Lender
under this Agreement and shall be a Lender for all purposes of this Agreement,
without any further acknowledgment by or the consent of the other Lenders, and
the obligations of each such Declining Lender hereunder shall, by the provisions
hereof, be released and discharged.

(d) If all of the Extending and Assuming Lenders (after giving effect to any
assignments and assumptions pursuant to subsection (c) of this Section 2.21)
consent in writing to a requested extension (whether by written consent pursuant
to subsection (a) of this Section 2.21, by execution and delivery of an
Assumption Agreement or otherwise) not later than one Business Day prior to such
Extension Date, the Administrative Agent shall so notify the Borrower, and, so
long as no Default shall have occurred and be continuing as of such Extension
Date, or shall occur as a consequence thereof, the Maturity Date then in effect
shall be extended for the additional one-year period as described in subsection
(a) of this Section 2.21, and all references in this Agreement, and in the
Notes, if any, to the “Maturity Date” shall, with respect to each Extending
Lender and each Assuming Lender for such Extension Date, refer to the Maturity
Date as so extended. Promptly following each Extension Date, the Administrative
Agent shall notify the Lenders (including, without limitation, each Assuming
Lender) of the extension of the scheduled Maturity Date in effect immediately
prior thereto and shall thereupon record in the Register the relevant
information with respect to each such Extending Lender and each such Assuming
Lender. Section 2.22 Defaulting Lenders. (a) Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as such Lender is no longer a Defaulting Lender, to the
extent permitted by applicable law: (i) Such Defaulting Lender153s right to
approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of Required Lenders
and in Section 9.2. (ii) Any payment of principal, interest, fees or other
amounts received by the Administrative Agent for the account of such Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or
otherwise) shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by
such Defaulting Lender to the Administrative Agent hereunder; second, to the
payment on a pro rata basis of any amounts owing by such Defaulting Lender to
the Swingline Lender hereunder; third, if so determined by the Administrative
Agent or requested by the Swingline Lender, to be held as Cash Collateral for
future funding obligations of such Defaulting Lender in respect of any
participation in any Swingline Loan; fourth, as the Borrower may request (so
long as no Default exists), to the funding of any Loan in respect of which that
Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as determined by the Administrative Agent; fifth, if so determined by
the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of such Defaulting
Lender to fund Loans under this Agreement; sixth, to the payment of any amounts
owing to the Lenders or the Swingline Lender as a result of any judgment of a
court of competent jurisdiction obtained by any Lender or the Swingline Lender
against that Defaulting Lender as a result of such Defaulting Lender153s breach of
its obligations under this Agreement; seventh, so long as no Default exists, to
the payment of any amounts owing to the Borrower as a result of any judgment of
a court of competent jurisdiction obtained by the Borrower against such
Defaulting Lender as a result of such

Defaulting Lender153s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans in respect of which such Defaulting Lender has not
fully funded its appropriate share, and (y) such Loans were made at a time when
the conditions set forth in Section 4.2 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of such Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting
Lender or to post Cash Collateral pursuant to this Section shall be deemed paid
to and redirected by such Defaulting Lender, and each Lender irrevocably
consents hereto. (iii) Any Defaulting Lender shall be entitled to receive any
facility fee pursuant to Section 2.12 for any period during which that Lender is
a Defaulting Lender only to the extent allocable to the sum of (1) the
outstanding amount of the Revolving Loans funded by it, and (2) its Applicable
Percentage of the Swingline Loans for which it has provided Cash Collateral
pursuant to Section 2.22(c) (and the Borrower shall (A) be required to pay to
the Swingline Lender the amount of such fee allocable to its Fronting Exposure
arising from that Defaulting Lender, and (B) not be required to pay the
remaining amount of the facility fee that otherwise would have been required to
have been paid to that Defaulting Lender). (iv) All or any part of such
Defaulting Lender153s Swingline Exposure shall automatically (effective on the day
such Lender becomes a Defaulting Lender) be reallocated among the non-Defaulting
Lenders in accordance with their respective Applicable Percentages (calculated
without regard to such Defaulting Lender153s Commitment) but only to the extent
that (x) no Default shall have occurred and be continuing (and, unless the
Borrower shall have otherwise notified the Administrative Agent at the time, the
Borrower shall be deemed to have represented and warranted that such condition
is satisfied at such time), and (y) such reallocation does not cause the
Revolving Credit Exposure of any non-Defaulting Lender to exceed such
non-Defaulting Lender153s Commitment. (v) If the reallocation described in clause
(iv) above cannot, or can only partially, be effected, the Borrower shall,
without prejudice to any right or remedy available to it hereunder or under law,
within 2 Business Days following notice by the Administrative Agent, Cash
Collateralize such Defaulting Lender153s Swingline Exposure (after giving effect
to any partial reallocation pursuant to clause (iv) above) in accordance with
the procedures set forth in Section 2.22(c) for so long as such Swingline Loans
are outstanding. (b) If the Borrower, the Administrative Agent and the Swingline
Lender agree in writing in their sole discretion that a Defaulting Lender should
no longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the
extent applicable, purchase that portion of outstanding Loans of the other
Lenders or take such other

actions as the Administrative Agent may determine to be necessary to cause
the Revolving Loans and funded and unfunded participations in Swingline Loans to
be held on a pro rata basis by the Lenders in accordance with their Applicable
Percentages (without giving effect to Section 2.22(a)(iv), whereupon such Lender
will cease to be a Defaulting Lender; provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of
the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender153s having
been a Defaulting Lender. (c) At any time that there shall exist a Defaulting
Lender, within 2 Business Days upon the request of the Administrative Agent or
any Swingline Lender, the Borrower shall deliver to the Administrative Agent
Cash Collateral in an amount sufficient to cover all Fronting Exposure (after
giving effect to Section 2.22(a)(iv) and any Cash Collateral provided by the
Defaulting Lender). (i) All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts with the Administrative Agent. The
Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of
the Administrative Agent and the Lenders (including the Swingline Lender), and
agrees to maintain, a first priority security interest in all such cash, deposit
accounts and all balances therein, and all other property so provided as
collateral pursuant hereto, and in all proceeds of the foregoing, all as
security for the obligations to which such Cash Collateral may be applied
pursuant to clause (ii) below. If at any time the Administrative Agent
determines that Cash Collateral is subject to any right or claim of any Person
other than the Administrative Agent as herein provided, or that the total amount
of such Cash Collateral is less than the applicable Fronting Exposure and other
obligations secured thereby, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency. (ii) Notwithstanding anything to the contrary
contained in this Agreement, Cash Collateral provided under any of this Section
2.22 in respect of Swingline Loans shall be held and applied to the satisfaction
of the specific Swingline Loans, obligations to fund participations therein
(including, as to Cash Collateral provided by a Defaulting Lender, any interest
accrued on such obligation) and other obligations for which the Cash Collateral
was so provided, prior to any other application of such property as may be
provided for herein. (iii) Cash Collateral (or the appropriate portion thereof)
provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or
other obligations giving rise thereto (including by the termination of
Defaulting Lender status of the applicable Lender (or, as appropriate, its
assignee)), or (ii) the Administrative Agent153s good faith determination that
there exists excess Cash Collateral; provided, however, (x) that Cash Collateral

furnished by or on behalf of a Loan Party shall not be released during the
continuance of a Default (and following application as provided in this Section
2.22 may be otherwise applied in accordance with Section 2.18), and (y) the
Person providing Cash Collateral and the Swingline Lender may agree that Cash
Collateral shall not be released but instead held to support future anticipated
Fronting Exposure or other obligations. ARTICLE III
REPRESENTATIONS AND WARRANTIES The Borrower represents and
warrants to the Lenders that: Section 3.1 Organization; Powers. Each of the
Borrower and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, 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 3.2 Authorization; Enforceability. The
Transactions are within the Borrower153s 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 Borrower and constitutes a
legal, valid and binding obligation of the Borrower, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors153 rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law. Section 3.3 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, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of the Borrower or any of its Subsidiaries 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 Borrower or any of
its Subsidiaries or its assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any of its Subsidiaries other than
such violations, defaults or payments that could not reasonably be expected to
result in a Material Adverse Effect, and (d) will not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.
Section 3.4 Financial Condition; No Material Adverse Change. (a) The Borrower
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 April 2, 2010, reported on by KPMG LLP, independent public
accountants. Such financial statements present fairly, in all material respects,
the financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

(b) Since April 2, 2010, there has been no material adverse change in the
business, financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole. Section 3.5 Properties. (a) Each of the Borrower
and its Subsidiaries has good title to, or valid leasehold interests in or
rights to use, 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. (b) Each of the Borrower and its Subsidiaries owns, or
is licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. Section 3.6 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 Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) that could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
this Agreement, any other Loan Document or the Transactions. (b) Except for the
Disclosed Matters and 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, neither the Borrower nor any of its 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. (c) Since the date of this Agreement,
there has been no change in the status of the Disclosed Matters that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Section 3.7 Compliance with Laws and Agreements. Each
of the Borrower and its Subsidiaries 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 do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing. Section 3.8 Investment Company Status.
None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is
or is required to be registered as an “investment company” under the Investment
Company Act of 1940.

Section 3.9 Taxes. Each of the Borrower and its Subsidiaries has timely filed
or caused to be filed all Tax returns and reports required to have been filed
and has paid or caused to be paid all Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, 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 3.10 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. Section 3.11 Disclosure. The Borrower has
disclosed to the Lenders all agreements and instruments to which it or any of
its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Information Memorandum nor any of the other
reports, financial statements, certificates or other information furnished by or
on behalf of the Borrower 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), taken as a whole,
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time. ARTICLE IV CONDITIONS
Section 4.1 Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.2):
(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 telecopy 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 Note executed by the Borrower in
favor of each Lender requesting a Note. (c) The Administrative Agent shall have
received a favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Effective Date) of Fenwick & West LLP, counsel for
the Borrower, in substantially the form of Exhibit E hereto. The Borrower hereby
requests such counsel to deliver such opinion. (d) 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 Borrower, the authorization of the
Transactions and any other legal matters relating to the Borrower, this
Agreement, the other Loan Documents or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel. (e) The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed on behalf of the Borrower by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in paragraphs (a) and (b) of Section 4.2. (f) The Administrative Agent
shall have received a guaranty agreement (the “Guaranty”) in substantially the
form of Exhibit F hereto, executed by each of the Material Subsidiaries. (g) (i)
All fees and expenses (including reasonable fees, charges and disbursements of
counsel to the Administrative Agent) required to be paid to the Administrative
Agent and the Arrangers on or before the Effective Date shall have been paid and
(ii) all fees required to be paid to the Lenders on or before the Effective Date
shall have been paid. (h) The Administrative Agent shall have received evidence
that the Existing Credit Agreement has been or concurrently with the Effective
Date is being paid in full and terminated. (i) The Administrative Agent shall
have received, to the extent requested by any of the Lenders, all documentation
and other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including
the USA PATRIOT Act. The Administrative Agent shall notify the Borrower and the
Lenders of the Effective Date, and such notice shall be conclusive and binding.
Without limiting the generality of the provisions of Article VIII, for purposes
of determining compliance with the conditions specified in this Section 4.1,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Effective Date specifying its
objection thereto. Section 4.2 Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and the effectiveness of any
Commitment Increase pursuant to Section 2.20 or any Extension of the Maturity
Date pursuant to Section 2.21, is subject to the satisfaction of the following
conditions: (a) The representations and warranties of the Borrower set forth in
this Agreement (other than, after the Effective Date, as set forth in Section
3.4(b) and Section 3.6(a) hereof) and the other Loan Documents shall be true and
correct on and as of the date of such Borrowing, except that for purposes of
this Section 4. 2, the representations and warranties contained in Section
3.4(a) shall be deemed to refer to the most recent statements furnished pursuant
to clauses (a) and (b), respectively, of Section 5.1.

(b) At the time of and immediately after giving effect to such Borrowing no
Default shall have occurred and be continuing. Each Borrowing, Commitment
Increase and Extension of the Maturity Date shall be deemed to constitute a
representation and warranty by the Borrower that the conditions specified in
paragraphs (a) and (b) of this Section have been satisfied as of the date
thereof. ARTICLE V AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that: Section 5.1
Financial Statements; Ratings Change and Other Information. The Borrower will
furnish to the Administrative Agent and each Lender: (a) within 90 days after
the end of each fiscal year of the Borrower, its audited consolidated balance
sheet and related statements of operations, stockholders153 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 KPMG 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 Borrower 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 Borrower, its consolidated balance sheet and
related statements of operations, stockholders153 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 Borrower 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 Borrower in substantially the form of
Exhibit G attached hereto (i) 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, (ii) setting forth
reasonably detailed calculations demonstrating compliance with Section 5.9 and
(iii) stating whether any change in GAAP or in the application thereof has
occurred since the date of the audited financial statements referred to in
Section 3.4 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of financial statements under clause (a)
above, a certificate of the accounting firm that reported on such financial
statements stating whether they obtained knowledge during the course of their
examination of such financial statements of any Default (which certificate may
be limited to the extent required by accounting rules or guidelines); (e)
promptly after the same become publicly available, copies of all periodic and
other reports, proxy statements and other materials filed by the Borrower or any
Subsidiary 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 Borrower to its
shareholders generally, as the case may be, provided, that such information
shall be deemed to have been delivered on the date on which such information has
been posted on the Borrower153s website on the Internet at http://www.symantec.com
(or any successor page) or at http://www.sec.gov; and (f) promptly following any
request therefor, such other information regarding the operations, business
affairs and financial condition of the Borrower or any Subsidiary, or compliance
with the terms of this Agreement or any other Loan Document, as the
Administrative Agent or any Lender may reasonably request. Section 5.2 Notices
of Material Events. The Borrower will furnish to the Administrative Agent and
each Lender prompt written notice 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
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect; (c) the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in a Material
Adverse Effect; and (d) any other development that results in, or could
reasonably be expected to result in, a Material Adverse Effect. Each notice
delivered under this Section shall be accompanied by a statement of a Financial
Officer or other executive officer of the Borrower 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 5.3 Existence; Conduct of Business.
The Borrower will, and will cause each of its Subsidiaries 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 6.2.

Section 5.4 Payment of Obligations. The Borrower will, and will cause each of
its Subsidiaries to, pay its obligations, including 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 Borrower 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 5.5 Maintenance of Properties; Insurance. The Borrower will, and will
cause each of its Subsidiaries to, (a) keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted, and (b) maintain insurance (either by way of
self-insurance or with financially sound and reputable insurance companies) in
such amounts and against such risks as are customarily maintained by companies
engaged in the same or similar businesses operating in the same or similar
locations. Section 5.6 Books and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, 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 as and to the extent
required by GAAP. The Borrower will, and will cause each of its Subsidiaries to,
permit any representatives designated by the Administrative Agent or any Lender,
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 and independent accountants, all at
such reasonable times and as often as reasonably requested. Section 5.7
Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries
to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, 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 5.8 Use of Proceeds. The proceeds of the
Loans will be used only for general corporate purposes and stock repurchases
under stock repurchase programs approved by the Borrower. No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that entails a violation of any of the Regulations of the Board,
including Regulations T, U and X. Section 5.9 Consolidated Leverage Ratio. The
Borrower shall maintain, as of the last day of each fiscal quarter of the
Borrower, commencing with the first fiscal quarter of the Borrower following the
Effective Date, a Consolidated Leverage Ratio for the Measurement Period ending
on such day, of not more than 3.0:1.0. Section 5.10 Additional Guarantors. If,
as of the date of the most recently available financial statements delivered
pursuant to Section 5.1(a) or (b), as the case may be, any Person shall have
become a Material Subsidiary, then the Borrower shall, within 30 days after
delivery of such financial statements, cause such Material Subsidiary to enter
into a Guaranty Accession, unless (a) such Material Subsidiary is a direct or
indirect subsidiary of any Person that is not a Domestic Subsidiary or (b) in
the case of any Person who shall become a Material Subsidiary as

a result of an acquisition by the Borrower or any of its Subsidiaries, the
execution of such a counterpart would violate any agreement to which such
Material Subsidiary shall be party (and which was not entered into upon or
following such acquisition). ARTICLE VI NEGATIVE
COVENANTS Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Borrower covenants and agrees with the Lenders that: Section
6.1 Liens. The Borrower 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 of any thereof, except: (a) Permitted
Encumbrances; (b) any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.1; provided
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary 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 Borrower 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 the Borrower 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 Borrower or any Subsidiary; provided that (i) such security
interests 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 100% of 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 Borrower or any Subsidiary; and (e) other Liens in an aggregate amount not
to exceed $50 million.

Section 6.2 Fundamental Changes. (a) The Borrower will not, and will not
permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or sell, transfer,
lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets, or all or substantially
all of the stock of any of its Subsidiaries (in each case, 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: (i) any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation; (ii) any Person
may merge into any Subsidiary in a transaction in which the surviving entity is
a Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise
dispose of its assets to the Borrower or to another Subsidiary; (iv) any
Subsidiary may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders; and (v) the Borrower or
any of its Subsidiaries may sell any Subsidiary, or substantially all of the
capital stock or assets thereof, provided, that (i) any such sale is for fair
market value, determined in good faith by the Borrower (and, if approval by its
board of directors of the sale is required by applicable law or otherwise, such
determination shall be approved by its board of directors) and (ii) if such sale
requires a release of all or substantially all of the value of the Guaranty,
each of the Lenders has provided its written consent to the extent required by
clause (v) of Section 9.2(b). (b) The Borrower will not, and will not permit any
of its Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related or
complementary thereto. Section 6.3 Subsidiary Indebtedness. Except for (i)
Indebtedness of its Subsidiaries described on Schedule 6.3 hereto, and (ii)
Indebtedness of any Subsidiary of the Borrower acquired after the Effective Date
and Indebtedness of a Person merged or consolidated with or into the Borrower or
a Subsidiary of the Borrower after the Effective Date, which Indebtedness in
each case exists at the time of such acquisition, merger or consolidated and was
not created or incurred in contemplation of such acquisition, merger or
consolidation, the Borrower will not permit the aggregate principal amount of
Indebtedness of its Subsidiaries (excluding any Indebtedness of a Subsidiary
owed to the Borrower or another Subsidiary, but including any Guarantee by a
Subsidiary of Indebtedness of the Borrower) at any time to exceed $250,000,000.

ARTICLE VIIEVENTS OF DEFAULT

If any of the following events (each, an “Event of Default”) shall occur: (a)
the 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 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 any of the Loan
Documents, 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 Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document or any amendment or modification hereof or thereof or waiver hereunder
or thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement, any other
Loan Document or any amendment or modification hereof or thereof or waiver
hereunder or thereunder, shall prove to have been incorrect when made or deemed
made; (d) the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.2(a), Section 5.3 (with respect to the
Borrower153s existence), Section 5.8 or Section 5.9 or in Article VI; (e) the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained any of the Loan Documents (other than those specified in clause (a),
(b) or (d) of this Article of this Agreement), and such failure shall continue
unremedied for a period of (i) 60 days in the case of Section 5.1(a) or Section
5.1(b), or (ii) 30 days in all other cases, in each case after notice thereof
from the Administrative Agent to the Borrower (which notice will be given at the
request of any Lender); (f) the Borrower or any Subsidiary shall fail to make
any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise), after giving effect to any applicable grace period, if
any, specified in the agreement or instrument relating to such Material
Indebtedness; (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (with or without the giving of notice, the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or
their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity, after giving effect to any applicable grace period, if any, specified
in the agreement or instrument relating to such Material Indebtedness; provided
that this clause (g) shall not apply to

secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness; (h) an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of the
Borrower or any Subsidiary or its debts, or of a substantial part of its assets,
under any Debtor Relief Law or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or any
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; (i) the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file
any petition seeking liquidation, reorganization or other relief under any
Debtor Relief Law, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in clause
(h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any 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; (j) the Borrower or any Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due; (k)
one or more judgments for the payment of money in excess of $50,000,000
individually or $100,000,000 in the aggregate shall be rendered against the
Borrower, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of the Borrower or any Subsidiary to
enforce any such judgment; (l) an ERISA Event shall have occurred that, in the
opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred, could reasonably be expected to result in a Material Adverse
Effect; (m) a Change in Control shall occur; or (n) any Loan Document, at any
time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the obligations
hereunder or thereunder, ceases to be in full force and effect; or any Loan
Party contests in any manner the validity or enforceability of any Loan
Document; then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) 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 Borrower,
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 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 Borrower 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 Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) 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 Borrower 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 Borrower. ARTICLE
VIII THE ADMINISTRATIVE AGENT Each of the Lenders
hereby irrevocably appoints Wells Fargo as the Administrative Agent and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent and the Lenders, and the Borrower shall not have rights as
a third party beneficiary of any of such provisions. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder and without any duty to account therefor to the Lenders. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Administrative Agent: (a) shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that the Administrative Agent is required to exercise in writing as directed by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.2 or in the other
Loan Documents), and (c) shall not, except as expressly set forth herein and in
the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrower or any of its
Affiliates that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2) or (ii) in the absence of its own
gross negligence or willful misconduct. The

Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a 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 this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document, or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent. The Administrative Agent shall be entitled to rely upon,
and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed 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. In determining
compliance with any condition hereunder to the making of a Loan, that by its
terms must be fulfilled to the satisfaction of a Lender, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the
Administrative Agent shall have received notice to the contrary from such Lender
prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts. The Administrative Agent may perform any and all of 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 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 Borrower. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrower, to appoint a
successor, which shall be a bank with an office in the United States, or an
Affiliate of any such bank with an office in the United States. If no 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 meeting the
qualifications set forth above; provided that if the Administrative Agent shall
notify the Borrower and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in

accordance with such notice and (1) the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan
Documents and (2) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to
each Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Article. 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 (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Article). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent153s resignation hereunder, the
provisions of this Article and Section 9.3 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
acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. Anything herein to
the contrary notwithstanding, none of the Arrangers or agents listed on the
cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent or a Lender hereunder. The Lenders
irrevocably authorize the Administrative Agent, at its option and in its
discretion to release any Guarantor from its obligations under the Guaranty if
such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder. Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent153s authority to release
any Guarantor from its obligations under the Guaranty pursuant to this
paragraph. ARTICLE IX MISCELLANEOUS Section
9.1 Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b)
below), all notices and other communications

provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows: (i) if to the Borrower, to it at 350 Ellis Street,
Mountain View, CA 94043, Attention of Treasury c/o Michael Seal (Telecopy No.
(650) 527 5557), with a copy to General Counsel (Telecopy No. (650) 429 9137);
(ii) if to the Administrative Agent, to it at Wells Fargo Bank, National
Association, 1525 W. W.T. Harris Blvd, Building 3A2, Mailcode NC 0680 Charlotte,
North Carolina 28262, Attention: Syndication Agency Services (Telephone: (704)
590 2706), (Telecopy: (704) 590 2782); (iii) if to the Swingline Lender, to it
at Wells Fargo Bank, National Association, 1525 W. W.T. Harris Blvd, Building
3A2, Mailcode NC 0680 Charlotte, North Carolina 28262, Attention: Syndication
Agency Services (Telephone: (704) 590 2706), (Telecopy: (704) 590 2782); and
(iv) if to any other Lender, to it at its address (or telecopy number) set forth
in its Administrative Questionnaire. Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail,
shall be deemed to have been given when received; notices and other
communications sent by telecopier shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall
be deemed to have been given at the opening of business on the next business day
for the recipient). Notices and other communications delivered through
electronic communications to the extent provided in subsection (b) below, shall
be effective as provided in such subsection (b). (b) Notices and other
communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to
Article II unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications. (c) Any party hereto may change its address or telecopy number
for notices and other communications hereunder by notice to the other parties
hereto. 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. (d) The Borrower agrees that the Administrative
Agent may make the Communications (as defined below) available to the Lenders by
posting the Communications on SyndTrak or a substantially similar electronic
transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.” The Agent Parties (as defined below) do not warrant the adequacy of
the Platform and expressly disclaim liability for errors or omissions in the
communications effected thereby (the “Communications”). No warranty of any

kind, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, non-infringement of
third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or the Platform. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
“Agent Parties”) have any liability to any Loan Party, any Lender or any other
Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort,
contract or otherwise) arising out of any Loan Party153s or the Administrative
Agent153s transmission of Communications through the Platform. Section 9.2
Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any
Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
any other Loan Document or consent to any departure by the Borrower therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) 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) No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall:
(i) extend or increase the Commitment of any Lender without the written consent
of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate
of interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the scheduled date of
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, however, that
notwithstanding clause (ii) or (iii) of this Section 9.2(b), only the consent of
the Required Lenders shall be necessary (A) to amend Section 2.13(c) or to waive
any obligation of the Borrower to pay interest at the default rate set forth
therein or (B) to amend any financial covenant hereunder (or any defined term
used therein) even if the effect of such amendment would be to reduce the rate
of interest on any Loan or to reduce any fee payable hereunder, (iv) change
Section 2.18(b), Section 2.18(c) or any other Section hereof providing for the
ratable treatment of the Lenders, in each case in a manner that would alter the
pro rata sharing of payments required thereby, without the written consent of
each Lender, (v) release all or substantially all of the value of the Guaranty,
without the written consent of each Lender, except to the extent the release of
any Guarantor is permitted pursuant to

Article VIII (in which case such release may be made by the Administrative
Agent acting alone), (vi) change any of the provisions of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the
number or percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender or (vii) waive any condition set forth in Section
4.1 (other than Section 4.1(g)(i)), or, in the case of the any Loans made on the
Effective Date, Section 4.2, without the written consent of each Lender.
Notwithstanding anything to the contrary herein, (i) no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative
Agent or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent or the Swingline Lender, as the case may be, (ii) no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting
Lenders), except that (x) the Commitment of any Defaulting Lender may not be
increased or extended without the consent of such Lender and (y) any waiver,
amendment or modification requiring the consent of all Lenders or each affected
Lender that by its terms affects any Defaulting Lender more adversely than other
affected Lenders shall require the consent of such Defaulting Lender and (iii)
if the Administrative Agent and the Borrower shall have jointly identified (each
in its sole discretion) an obvious error or omission of a technical or
immaterial nature, in each case, in any provision of the Loan Documents, then
the Administrative Agent and the applicable Loan Parties shall be permitted to
amend such provision and such amendment shall become effective without any
further action or consent of any other party to any Loan Document if the same is
not objected to in writing by the Required Lenders within five Business Days
following the posting of such amendment to the Lenders. Section 9.3 Expenses;
Indemnity; Damage Waiver. (a) The Borrower 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 counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and (to the extent that the
Administrative Agent has notified the Borrower that it is incurring such out of
pocket expenses) administration of this Agreement, any other Loan Document 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 out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement or any
other Loan Document, including its rights under this Section, or in connection
with the Loans made hereunder, including all such out-of pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans. (b) The Borrower 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, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee by any third party or by the Borrower or
any other Loan Party arising out of, in connection with, or as a result of (i)

the execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, or, in the case of
the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents (ii) any
Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. (c)
To the extent that the Borrower fails to pay any amount required to be paid by
it to the Administrative Agent or the Swingline Lender under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to the Administrative
Agent or the Swingline Lender, as the case may be, such Lender153s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Swingline Lender in its capacity as such. (d) To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the Transactions or any Loan or the use of the proceeds thereof. No
Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction. (e) All amounts due under this
Section shall be payable promptly after written demand therefore. Section 9.4
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 (i) the Borrower may not
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 the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or

otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement. (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, 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
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of: (A) the Borrower, provided
that no consent of the Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default has
occurred and is continuing, any other assignee; and (B) the Administrative
Agent, provided that no consent of the Administrative Agent shall be required
for an assignment of any Commitment to an assignee that is a Lender with a
Commitment immediately prior to giving effect to such assignment. (ii)
Assignments shall be subject to the following additional conditions: (A) except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender153s Commitment
or Loans of any Class, the amount of the Commitment or 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 $10,000,000 (or a greater amount
that is an integral multiple of $1,000,000) unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such consent of the
Borrower shall be required if an Event of Default has occurred and is
continuing; (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender153s rights and obligations under
this Agreement, provided that this clause shall not be construed to prohibit the
assignment of a proportionate part of all the assigning Lender153s rights and
obligations in respect of one Class of Commitments or Loans; (C) the parties to
each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500; (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more Credit Contacts to whom all syndicate-level information
(which may contain material non-public information about the Borrower and its

Related Parties or its securities) will be made available and who may receive
such information in accordance with the assignee153s compliance procedures and
applicable laws, including Federal and state securities laws; (E) No such
assignment shall be made to (i) any Loan Party nor any Affiliate of a Loan Party
or (ii) any Defaulting Lender or any of its subsidiaries, or any Person, who,
upon becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (ii); and (F) In connection with any assignment of
rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by
the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the
applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent or any Lender hereunder (and interest accrued thereon),
and (y) acquire (and fund as appropriate) its full pro rata share of all Loans
and participations in Swingline Loans in accordance with its Applicable
Percentage. Notwithstanding the foregoing, in the event that any assignment of
rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable Law without compliance with the provisions of this paragraph,
then the assignee of such interest shall be deemed to be a Defaulting Lender for
all purposes of this Agreement until such compliance occurs. For the purposes of
this Section 9.4(b), the term “Approved Fund” has the following meaning:
“Approved Fund” means any Person (other than a natural person) that is engaged
in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course of its business and that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender. (iii) Subject to
acceptance and recording thereof pursuant to paragraph (b)(iv) 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 Lender153s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of

Section 2.15, Section 2.16, Section 2.17 and Section 9.3). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.4 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 (c) of this Section. (iv) The Administrative Agent,
acting for this purpose as an agent of the Borrower, shall maintain at one of
its offices 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 Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice. (v) Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee153s 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; provided that if either the assigning Lender or the assignee shall
have failed to make any payment required to be made by it pursuant to Section
2.5(c), Section 2.6(d) or (e), Section 2.7(b), Section 2.18(d) or Section
9.3(c), the Administrative Agent shall have no obligation to accept such
Assignment and Assumption and record the information therein in the Register
unless and until such payment shall have been made in full, together with all
accrued interest thereon. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph. (c) (i) Any Lender may, without the consent of, or notice to, the
Borrower, the Administrative Agent or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”) in all or a portion of
such Lender153s rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (A) such
Lender153s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender153s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in the first proviso to
Section 9.2(b) that affects such Participant. Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of

Section 2.15, Section 2.16 and Section 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. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.8 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a
Lender. (ii) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or Section 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 is made with the
Borrower153s prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender. (d) 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 without limitation any
pledge or assignment to secure obligations to a Federal Reserve Bank, 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 9.5 Survival. All covenants,
agreements, representations and warranties made by the Borrower herein and in
the certificates or other instruments delivered in connection with or pursuant
to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
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 is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Section 2.15, Section 2.16, Section
2.17 and Section 9.3 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, the expiration or termination of the Commitments,
the resignation of the Administrative Agent or the Swing Line Lender, the
replacement of any Lender, or the termination of this Agreement or any provision
hereof. Section 9.6 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 4.1, 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 telecopy or other
electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement. Section 9.7 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. Without limiting the foregoing provisions
of this Section 9.7, if and to the extent that the enforceability of any
provisions in this Agreement relating to Defaulting Lenders shall be limited by
Debtor Relief Laws, as determined in good faith by the Administrative Agent or
the Swingline Lender, as applicable, then such provisions shall be deemed to be
in effect only to the extent not so limited. Section 9.8 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) at any time held by,
and other obligations at any time owing by such Lender or Affiliate to or for
the credit or the account of the Borrower against any of and all the obligations
of the 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; provided
that in the event that any Defaulting Lender shall exercise any such right of
setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions
of Section 2.22 and, pending such payment, shall be segregated by such
Defaulting Lender from its other funds and deemed held in trust for the benefit
of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in
reasonable detail the obligations owing to such Defaulting Lender as to which it
exercised such right of setoff. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have. Each Lender agrees to notify the Borrower and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application. Section 9.9 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) The Borrower 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 this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action

or proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement against the Borrower or its
properties in the courts of any jurisdiction. (c) The Borrower 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 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
9.1. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law. Section 9.10
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 OR THE TRANSACTIONS CONTEMPLATED HEREBY (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 9.11
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 9.12 Confidentiality. (a) Each of the Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (i) to its and its
Affiliates153 directors, officers, employees and agents, including accountants,
legal counsel and other advisors, or to any credit insurance provider relating
to the Borrower and its obligations (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (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) in connection with the exercise of any
remedies hereunder or any

suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (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 relating to
the Borrower and its obligations, (vii) with the consent of the Borrower or
(viii) to the extent such Information (A) becomes publicly available other than
as a result of a breach of this Section or (B) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower 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 Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. (b) EACH LENDER
ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE 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 BORROWER 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 BORROWER AND ITS RELATED PARTIES OR ITS 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. Section 9.13 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 or periods shall be increased (but not above the Maximum Rate
therefore) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender. Section 9.14 No Advisory or Fiduciary Responsibility. In
connection with all aspects of each Transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Borrower acknowledges and agrees, and acknowledges its
Affiliates153 understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent and the Arrangers
are arm153s-length commercial transactions between the Borrower and its
Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on
the other hand, (B) the Borrower has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) the
Borrower is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the Transactions contemplated hereby and by the other Loan
Documents; (ii) (A) each of the Administrative Agent and the Arrangers is and
has been acting solely as a principal and, except as expressly agreed in writing
by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any
other Person and (B) neither the Administrative Agent nor any Arranger has any
obligation to the Borrower or any of its Affiliates with respect to the
Transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent and
the Arrangers and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower and
its Affiliates, and neither the Administrative Agent nor any Arranger has any
obligation to disclose any of such interests to the Borrower or its Affiliates.
To the fullest extent permitted by law, the Borrower hereby waives and releases
any claims that it may have against the Administrative Agent and the Arrangers
with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby. Section 9.15
Electronic Execution of Assignments and Certain Other Documents. The words
“execution,” “signed,” “signature,” and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act. Section 9.16 USA PATRIOT Act. Each Lender that is subject to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”) hereby notifies the Borrower that
pursuant to the requirements of the Act, it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender to identify the Borrower in accordance with the Act.

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