{"id":40866,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/364-day-credit-agreement-automatic-data-processing-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"364-day-credit-agreement-automatic-data-processing-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/364-day-credit-agreement-automatic-data-processing-inc.html","title":{"rendered":"364-Day Credit Agreement – Automatic Data Processing, Inc."},"content":{"rendered":"<\/p>\n\n\n\n
\n

US$2,000,000,000<\/p>\n

364-DAY CREDIT AGREEMENT<\/p>\n

dated as of<\/p>\n

June 22, 2011<\/p>\n

among<\/p>\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

The BORROWING SUBSIDIARIES<\/p>\n

referred to herein<\/p>\n

The LENDERS Party Hereto<\/p>\n

JPMORGAN CHASE BANK, N.A.<\/p>\n

as Administrative Agent<\/p>\n

_________________________<\/p>\n

BANK OF AMERICA, N.A.<\/p>\n

BNP PARIBAS<\/p>\n

WELLS FARGO BANK, N.A.<\/p>\n

BARCLAYS CAPITAL and<\/p>\n

CITIBANK, N.A.<\/p>\n

as Syndication Agents<\/p>\n

DEUTSCHE BANK SECURITIES INC. and<\/p>\n

INTESA SANPAOLO S.P.A<\/p>\n

as Documentation Agents<\/p>\n

_________________________<\/p>\n

J.P. MORGAN SECURITIES LLC<\/p>\n

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED<\/p>\n

BNP PARIBAS SECURITIES CORP.<\/p>\n

WELLS FARGO SECURITIES, LLC<\/p>\n

BARCLAYS CAPITAL and<\/p>\n

CITIGROUP GLOBAL MARKETS INC.<\/p>\n

as Joint Lead Arrangers and Joint Bookrunners<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

ARTICLE I<\/p>\n

Definitions<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.01.<\/p>\n<\/td>\n

\n

Defined Terms<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.02.<\/p>\n<\/td>\n

\n

Classification of Loans and Borrowings<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.03.<\/p>\n<\/td>\n

\n

Terms Generally<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 1.04.<\/p>\n<\/td>\n

\n

Accounting Terms; GAAP<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/p>\n

The Credits<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.01.<\/p>\n<\/td>\n

\n

Commitments<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.02.<\/p>\n<\/td>\n

\n

Loans and Borrowings<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.03.<\/p>\n<\/td>\n

\n

Requests for Revolving Borrowings<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.04.<\/p>\n<\/td>\n

\n

[Intentional Omitted]<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.05.<\/p>\n<\/td>\n

\n

Competitive Bid Procedure<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.06.<\/p>\n<\/td>\n

\n

[Intentionally Omitted]<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.07.<\/p>\n<\/td>\n

\n

Funding of Borrowings<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.08.<\/p>\n<\/td>\n

\n

Repayment of Borrowings; Evidence of Debt; Extension of Maturity Date<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.09.<\/p>\n<\/td>\n

\n

Interest Elections<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.10.<\/p>\n<\/td>\n

\n

Termination and Reduction of Commitments<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.11.<\/p>\n<\/td>\n

\n

Prepayment of Loans<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.12.<\/p>\n<\/td>\n

\n

Fees<\/p>\n<\/td>\n

\n

27<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.13.<\/p>\n<\/td>\n

\n

Interest<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.14.<\/p>\n<\/td>\n

\n

Alternate Rate of Interest<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.15.<\/p>\n<\/td>\n

\n

Increased Costs<\/p>\n<\/td>\n

\n

29<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.16.<\/p>\n<\/td>\n

\n

Break Funding Payments<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.17.<\/p>\n<\/td>\n

\n

Taxes<\/p>\n<\/td>\n

\n

31<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.18.<\/p>\n<\/td>\n

\n

Payments Generally; Pro Rata Treatment; Sharing of Setoffs<\/p>\n<\/td>\n

\n

32<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.19.<\/p>\n<\/td>\n

\n

Mitigation Obligations; Replacement of Lenders<\/p>\n<\/td>\n

\n

34<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.20.<\/p>\n<\/td>\n

\n

Designation of Borrowing Subsidiaries<\/p>\n<\/td>\n

\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 2.21.<\/p>\n<\/td>\n

\n

Defaulting Lenders<\/p>\n<\/td>\n

\n

36<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/p>\n

Representations and Warranties<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.01.<\/p>\n<\/td>\n

\n

Organization; Powers<\/p>\n<\/td>\n

\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.02.<\/p>\n<\/td>\n

\n

Authorization; Enforceability<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.03.<\/p>\n<\/td>\n

\n

Governmental Approvals; No Conflicts<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.04.<\/p>\n<\/td>\n

\n

Financial Condition; No Material Adverse Change<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.05.<\/p>\n<\/td>\n

\n

Properties<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

Contents, p. 2<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

SECTION 3.06.<\/p>\n<\/td>\n

\n

Litigation and Environmental Matters<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.07.<\/p>\n<\/td>\n

\n

Compliance with Laws and Agreements<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.08.<\/p>\n<\/td>\n

\n

Federal Reserve Regulations<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.09.<\/p>\n<\/td>\n

\n

Investment Company Status<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.10.<\/p>\n<\/td>\n

\n

Taxes<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.11.<\/p>\n<\/td>\n

\n

ERISA<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 3.12.<\/p>\n<\/td>\n

\n

Disclosure<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/p>\n

Conditions<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.01.<\/p>\n<\/td>\n

\n

Effective Date<\/p>\n<\/td>\n

\n

39<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 4.02.<\/p>\n<\/td>\n

\n

Each Credit Event<\/p>\n<\/td>\n

\n

40<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 4.03.<\/p>\n<\/td>\n

\n

Initial Credit Event for each Borrowing Subsidiary<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE V<\/p>\n

Affirmative Covenants<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.01.<\/p>\n<\/td>\n

\n

Financial Statements and Other Information<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.02.<\/p>\n<\/td>\n

\n

Notices of Material Events<\/p>\n<\/td>\n

\n

42<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.03.<\/p>\n<\/td>\n

\n

Existence; Conduct of Business<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.04.<\/p>\n<\/td>\n

\n

Payment of Taxes<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.05.<\/p>\n<\/td>\n

\n

Maintenance of Properties<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.06.<\/p>\n<\/td>\n

\n

Books and Records; Inspection Rights<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.07.<\/p>\n<\/td>\n

\n

Compliance with Laws<\/p>\n<\/td>\n

\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 5.08.<\/p>\n<\/td>\n

\n

Use of Proceeds<\/p>\n<\/td>\n

\n

44<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/p>\n

Negative Covenants<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.01.<\/p>\n<\/td>\n

\n

Liens<\/p>\n<\/td>\n

\n

44<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.02.<\/p>\n<\/td>\n

\n

Sale and Leaseback Transactions<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 6.03.<\/p>\n<\/td>\n

\n

Fundamental Changes<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/p>\n

Events of Default<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n<\/p>\n

Contents, p. 3<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

ARTICLE VIII<\/p>\n

The Administrative Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/p>\n

Guarantee<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE X<\/p>\n

Miscellaneous<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.01.<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

52<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.02.<\/p>\n<\/td>\n

\n

Waivers; Amendments<\/p>\n<\/td>\n

\n

53<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.03.<\/p>\n<\/td>\n

\n

Expenses; Indemnity; Damage Waiver<\/p>\n<\/td>\n

\n

54<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.04.<\/p>\n<\/td>\n

\n

Successors and Assigns<\/p>\n<\/td>\n

\n

55<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.05.<\/p>\n<\/td>\n

\n

Survival<\/p>\n<\/td>\n

\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.06.<\/p>\n<\/td>\n

\n

Counterparts; Integration; Effectiveness<\/p>\n<\/td>\n

\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.07.<\/p>\n<\/td>\n

\n

Severability<\/p>\n<\/td>\n

\n

58<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.08.<\/p>\n<\/td>\n

\n

Right of Setoff<\/p>\n<\/td>\n

\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.09.<\/p>\n<\/td>\n

\n

Governing law; Jurisdiction; Consent to Service of Process<\/p>\n<\/td>\n

\n

59<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.10.<\/p>\n<\/td>\n

\n

WAIVER OF JURY TRIAL<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.11.<\/p>\n<\/td>\n

\n

Headings<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.12.<\/p>\n<\/td>\n

\n

Confidentiality<\/p>\n<\/td>\n

\n

60<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.13.<\/p>\n<\/td>\n

\n

Conversion of Currencies<\/p>\n<\/td>\n

\n

61<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.14.<\/p>\n<\/td>\n

\n

Interest Rate Limitation<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.15.<\/p>\n<\/td>\n

\n

USA Patriot Act<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

\n

SECTION 10.16.<\/p>\n<\/td>\n

\n

No Fiduciary Relationship<\/p>\n<\/td>\n

\n

62<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

SCHEDULES:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule 2.01<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Lenders and Commitments<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 2.18<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Payment Instructions<\/p>\n<\/td>\n<\/tr>\n

\n

Schedule 6.01<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Liens<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBITS:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibit A<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Form of Assignment and Assumption<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit B-1<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Form of Borrowing Subsidiary Agreement<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit B-2<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Form of Borrowing Subsidiary Termination<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit C<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Form of Promissory Note<\/p>\n<\/td>\n<\/tr>\n

\n

Exhibit D<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

\n

Form of Opinion of General Counsel of the Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

\n<\/p>\n

364-DAY CREDIT AGREEMENT dated as of June 22, 2011 (this
\n“Agreement<\/u>“), among AUTOMATIC DATA PROCESSING, INC., a Delaware
\ncorporation (the “Company<\/u>“), the BORROWING SUBSIDIARIES from time to time
\nparty hereto (the Company and the Borrowing Subsidiaries being collectively
\ncalled the “Borrowers<\/u>“), the LENDERS from time to time party hereto and
\nJPMORGAN CHASE BANK, N.A., as Administrative Agent.<\/p>\n<\/p>\n

The Company has requested that the Lenders (such term and each other
\ncapitalized term used and not otherwise defined herein having the meaning
\nassigned to it in Article I) extend credit in the form of Commitments under
\nwhich the Borrowers may obtain Loans in US Dollars in an aggregate principal
\namount at any time outstanding that will not result in the aggregate Exposures
\nexceeding US$2,000,000,000. The Company has also requested that the Lenders
\nprovide (a) a procedure pursuant to which the Borrowers may invite the Lenders
\nto bid on an uncommitted basis on short-term Loans to the Borrowers and (b) a
\nprocedure pursuant to which the Borrowers may obtain Loans on an uncommitted
\nbasis from individual Lenders on terms to be negotiated at the time such Loans
\nare requested. The proceeds of borrowings hereunder are to be used for general
\ncorporate purposes of the Borrowers and their subsidiaries, including the
\nrefinancing of indebtedness under the Company’s 364-Day Credit Agreement dated
\nas of June 23, 2010, and its Five-Year Credit Agreement dated as of June 28,
\n2006 (the “Existing Credit Agreements<\/u>“).<\/p>\n<\/p>\n

The Lenders are willing to establish the credit facilities referred to in the
\npreceding paragraph upon the terms and subject to the conditions set forth
\nherein. Accordingly, the parties hereto agree as follows:<\/p>\n<\/p>\n

ARTICLE I<\/p>\n

\n<\/p>\n

\n

Definitions<\/u><\/p>\n

\n

SECTION 1.01. Defined Terms.<\/u> As used in this Agreement, the following
\nterms have the meanings specified below:<\/p>\n<\/p>\n

“ABR<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether such Loan, or the Loans comprising such Borrowing, are bearing interest
\nat a rate determined by reference to the Alternate Base Rate.<\/p>\n<\/p>\n

“Administrative Agent<\/u>” means JPMCB, in its capacity as administrative
\nagent for the Lenders hereunder, or any successor in such capacity.<\/p>\n<\/p>\n

“Administrative Questionnaire<\/u>” means an Administrative Questionnaire
\nin a form supplied by the Administrative Agent.<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

“Affiliate<\/u>” means, with respect to a specified Person, another Person
\nthat directly, or indirectly through one or more intermediaries, Controls or is
\nControlled by or is under common Control with the Person specified.<\/p>\n<\/p>\n

“Agreement Currency<\/u>” has the meaning assigned to such term in Section
\n10.13(b).<\/p>\n<\/p>\n

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

“Applicable Rate<\/u>” means a rate per annum equal to, with respect to (a)
\nany Eurocurrency Loan, 40% of the Index (but not less than (i) prior to the
\nTermination Date 0.20% per annum and (ii) on and after the Termination Date
\n0.30% per annum) and (b) any ABR Loan, the Applicable Rate for Eurocurrency
\nLoans minus<\/u> 1% per annum (but in no event shall the Applicable Rate be
\nless than 0%). For purposes of determining any Applicable Rate, the Index shall
\nbe determined as of each Reset Date for the applicable Revolving Loans. Each
\nchange in the Applicable Rate for any Revolving Loans hereunder shall apply
\nduring the period commencing on the Reset Date on which a change in the Index
\nbecomes effective and ending on the date immediately preceding the Reset Date on
\nwhich the next such change becomes effective. If the Index shall be unavailable
\nas of any Reset Date, the Company and the Lenders under the Facility agree to
\nnegotiate in good faith (for a period of up to 30 days after the Index becomes
\nunavailable) to agree on an alternative method for establishing the Applicable
\nRate. During such negotiations, the Applicable Rate will be calculated as
\nprovided above and based on the last available quote of the Index. If no such
\nalternative method is agreed upon during such 30 day period, then following the
\nend of such period, and until such an alternative method shall have been agreed
\nupon, the Applicable Rate will be the higher of (x) the rate determined based on
\nthe last available quote of the Index and (y) 0.50% per annum.<\/p>\n<\/p>\n

“Assignment and Assumption<\/u>” means an assignment and assumption entered
\ninto by a Lender and an assignee (with the consent of any party whose consent is
\nrequired by Section 10.04), and accepted by the Administrative Agent, in the
\nform of Exhibit A or any other form approved by the Administrative Agent.<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

“Attributable Debt<\/u>” means, with respect to any Sale and Leaseback
\nTransaction, the present value (discounted at the rate set forth or implicit in
\nthe terms of the lease included in such Sale and Leaseback Transaction) of the
\ntotal obligations of the lessee for rental payments (other than amounts required
\nto be paid on account of taxes, maintenance, repairs, insurance, assessments,
\nutilities, operating and labor costs and other items which do not constitute
\npayments for property rights) during the remaining term of the lease included in
\nsuch Sale and Leaseback Transaction (including any period for which such lease
\nhas been extended). In the case of any lease which is terminable by the lessee
\nupon payment of a penalty, the Attributable Debt shall be the lesser of the
\nAttributable Debt determined assuming termination upon the first date such lease
\nmay be terminated (in which case the Attributable Debt shall also include the
\namount of the penalty, but no rent shall be considered as required to be paid
\nunder such lease subsequent to the first date upon which it may be so
\nterminated) or the Attributable Debt determined assuming no such termination.\n<\/p>\n<\/p>\n

“Availability Period<\/u>” means the period from and including the
\nEffective Date to but excluding the earlier of the Termination Date and the date
\nof termination of the Commitments.<\/p>\n<\/p>\n

“Bankruptcy Event<\/u>” means, with respect to any Person, that such Person
\nbecomes the subject of a bankruptcy or insolvency proceeding, or has had a
\nreceiver, conservator, trustee, administrator, assignee for the benefit of
\ncreditors or similar Person charged with the reorganization or liquidation of
\nits business or custodian appointed for it, or, in the good faith determination
\nof the Administrative Agent, has taken any action in furtherance of, or
\nindicating its consent to, approval of or acquiescence in any such proceeding or
\nappointment, provided<\/u> that a Bankruptcy Event shall not result solely by
\nvirtue of any ownership interest, or the acquisition of any ownership interest,
\nin such Person by a Governmental Authority or instrumentality thereof. If,
\nhowever, such ownership interest results in or provides such Person with
\nimmunity from the jurisdiction of courts within the United States or from the
\nenforcement of judgments or writs of attachment on its assets or permits such
\nPerson (or such Governmental Authority or instrumentality) to reject, repudiate,
\ndisavow or disaffirm any contracts or agreements made by such Person, such
\nownership interest will constitute a Bankruptcy Event. Nothing in this
\ndefinition or elsewhere in this Agreement shall require any Person to disclose
\nany information that it would be prohibited from disclosing under applicable law
\nor regulation.<\/p>\n<\/p>\n

“Board<\/u>” means the Board of Governors of the Federal Reserve System of
\nthe United States of America.<\/p>\n<\/p>\n

“Borrower<\/u>” means the Company or any Borrowing Subsidiary.<\/p>\n<\/p>\n

“Borrowing<\/u>” means Loans (including Competitive Loans and Contract
\nLoans) of the same Class and Type, made, converted or continued on the same date
\nand,<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

in the case of Eurocurrency Loans or Fixed Rate Loans, as to which a single
\nInterest Period is in effect.<\/p>\n<\/p>\n

“Borrowing Minimum<\/u>” means US$5,000,000.<\/p>\n<\/p>\n

“Borrowing Multiple<\/u>” means US$1,000,000.<\/p>\n<\/p>\n

“Borrowing Request<\/u>” means a request by a Borrower for a Borrowing in
\naccordance with Section 2.03.<\/p>\n<\/p>\n

“Borrowing Subsidiary<\/u>” means any Subsidiary that has been designated
\nas such pursuant to Section 2.20 and that has not ceased to be a Borrowing
\nSubsidiary as provided in such Section.<\/p>\n<\/p>\n

“Borrowing Subsidiary Agreement<\/u>” means a Borrowing Subsidiary
\nAgreement substantially in the form of Exhibit B-1.<\/p>\n<\/p>\n

“Borrowing Subsidiary Termination<\/u>” means a Borrowing Subsidiary
\nTermination substantially in the form of Exhibit B-2.<\/p>\n<\/p>\n

“Business Day<\/u>” means any day that is not a Saturday, Sunday or other
\nday on which commercial banks in New York City are authorized or required by law
\nto remain closed; provided<\/u> that when used in connection with a
\nEurocurrency Loan, the term “Business Day” shall also exclude any day on which
\nbanks are not open for dealings in deposits in US Dollars in the London
\ninterbank market.<\/p>\n<\/p>\n

“Capital Lease Obligations<\/u>” of any Person means the obligations of
\nsuch Person to pay rent or other amounts under any lease of (or other
\narrangement conveying the right to use) real or personal property, or a
\ncombination thereof, which obligations are required to be classified and
\naccounted for as capital leases on a balance sheet of such Person under GAAP,
\nand the amount of such obligations shall be the capitalized amount thereof
\ndetermined in accordance with GAAP.<\/p>\n<\/p>\n

“Change in Law<\/u>” means (a) the adoption of any law, rule or regulation
\nafter the date of this Agreement, (b) any change in any law, rule or regulation
\nor in the interpretation or application thereof by any Governmental Authority
\nafter the date of this Agreement or (c) compliance by any Lender or by any
\nlending office of such Lender or by such Lender’s holding company with any
\nrequest, guideline or directive (whether or not having the force of law) of any
\nGovernmental Authority made or issued after the date of this Agreement; provided
\nthat notwithstanding anything herein to the contrary, no act, event or
\ncircumstance referred to in clause (a), (b) or (c) of this definition shall be
\ndeemed to have occurred prior to the date of this Agreement as a result of the
\napplicable law, rule, regulation, interpretation, application, request,
\nguideline or directive having been adopted, made or issued under the general
\nauthority of the Dodd-Frank Wall Street<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

Reform and Consumer Protection Act or Basel III as promulgated by the Basel
\nCommittee on Banking Supervision.<\/p>\n<\/p>\n

“Class<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
\nCompetitive Loans or Contract Loans.<\/p>\n<\/p>\n

“Code<\/u>” means the Internal Revenue Code of 1986.<\/p>\n<\/p>\n

“Commitment<\/u>” means, with respect to each Lender, the commitment of
\nsuch Lender to make Loans pursuant to Section 2.01, expressed as an amount
\nrepresenting the maximum aggregate amount of such Lender’s Revolving Loan
\nExposure hereunder, as such commitment may (a) be reduced from time to time
\npursuant to Section 2.10 or (b) reduced or increased from time to time pursuant
\nto assignments by or to such Lender pursuant to Section 10.04. The initial
\namount of each Lender’s Commitment is set forth on Schedule 2.01 or in the
\nAssignment and Assumption pursuant to which such Lender shall have assumed its
\nCommitment, as applicable. The aggregate amount of the Commitments on the date
\nhereof is US$2,000,000,000.<\/p>\n<\/p>\n

“Company<\/u>” has the meaning assigned to such term in the heading of this
\nAgreement.<\/p>\n<\/p>\n

“Competitive Bid<\/u>” means an offer by a Lender to make a Competitive
\nLoan in accordance with Section 2.05.<\/p>\n<\/p>\n

“Competitive Bid Rate<\/u>” means, with respect to any Competitive Bid, the
\nMargin or the Fixed Rate, as applicable, offered by the Lender making such
\nCompetitive Bid.<\/p>\n<\/p>\n

“Competitive Bid Request<\/u>” means a request for Competitive Bids in
\naccordance with Section 2.05.<\/p>\n<\/p>\n

“Competitive Borrowing<\/u>” means a Borrowing comprised of Competitive
\nLoans.<\/p>\n<\/p>\n

“Competitive Loan<\/u>” means a Loan made pursuant to Section 2.05. Each
\nCompetitive Loan shall be a Eurocurrency Loan or a Fixed Rate Loan.<\/p>\n<\/p>\n

“Competitive Loan Exposure<\/u>” means, with respect to any Lender at any
\ntime, the aggregate principal amount of the outstanding Competitive Loans of
\nsuch Lender.<\/p>\n<\/p>\n

“Consolidated Net Worth<\/u>” means the shareholders’ equity of the
\nCompany, determined on a consolidated basis in accordance with GAAP.<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

“Contract Loan<\/u>” has the meaning assigned to such term in Section
\n2.02(e).<\/p>\n<\/p>\n

“Contract Loan Exposure<\/u>” means, with respect to any Lender at any
\ntime, the aggregate principal amount of the outstanding Contract Loans of such
\nLender.<\/p>\n<\/p>\n

“Control<\/u>” means the possession, directly or indirectly, of the power
\nto direct or cause the direction of the management or policies of a Person,
\nwhether through the ability to exercise voting power, by contract or otherwise.
\n“Controlling<\/u>” and “Controlled<\/u>” have meanings correlative thereto.\n<\/p>\n<\/p>\n

“Default<\/u>” means any event or condition which constitutes an Event of
\nDefault or which upon notice, lapse of time or both would, unless cured or
\nwaived, constitute an Event of Default.<\/p>\n<\/p>\n

“Defaulting Lender<\/u>” means any Lender that (a) has failed, within two
\nBusiness Days of the date required to be funded or paid, to (i) fund any portion
\nof its Loans or (ii) pay over to the Administrative Agent or any other Lender
\nany other amount required to be paid by it hereunder, unless, in the case of
\nclause (i) above, it notifies the Administrative Agent in writing that such
\nfailure is the result of its good faith determination that a condition precedent
\nto funding (specifically identified and including the particular default, if
\nany) has not been satisfied, (b) has notified the Company, any other Borrower,
\nthe Administrative Agent or any Lender in writing, or has made a public
\nstatement to the effect, that it does not intend or expect to comply with any of
\nits funding obligations under this Agreement (unless such writing or public
\nstatement indicates that such position is based on its good faith determination
\nthat a condition precedent (specifically identified and including the particular
\ndefault, if any) to funding a Loan under this Agreement cannot be satisfied) or
\ngenerally under other agreements in which it commits to extend credit, (c) has
\nfailed, within three Business Days after request by the Administrative Agent,
\nacting in good faith, to provide a certification in writing from an authorized
\nofficer thereof that it will comply with its obligations (and is financially
\nable to meet such obligations) to fund Loans under this Agreement,
\nprovided<\/u> that such Lender shall cease to be a Defaulting Lender pursuant
\nto this clause (c) upon the receipt by the Administrative Agent of such
\ncertification in form and substance satisfactory to the Administrative Agent, or
\n(d) has become the subject of a Bankruptcy Event.<\/p>\n<\/p>\n

“Effective Date<\/u>” means the date on which the conditions specified in
\nSection 4.01 are satisfied (or waived in accordance with Section 10.02).<\/p>\n<\/p>\n

“Environmental Laws<\/u>” means all laws, rules, regulations, codes,
\nordinances, orders, decrees, judgments, injunctions, notices or binding
\nagreements issued, promulgated or entered into by any Governmental Authority,
\nrelating in any way to the environment, preservation or reclamation of natural
\nresources, the management, release or threatened release of any Hazardous
\nMaterial or to health and safety matters.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n<\/p>\n

“Environmental Liability<\/u>” means any liability, contingent or otherwise
\n(including any liability for damages, costs of environmental remediation, fines,
\npenalties or indemnities), of any of the Borrowers or any of their Subsidiaries
\ndirectly or indirectly resulting from or based upon (a) violation of any
\nEnvironmental Law, (b) the generation, use, handling, transportation, storage,
\ntreatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
\nMaterials, (d) the release or threatened release of any Hazardous Materials into
\nthe environment or (e) any contract, agreement or other consensual arrangement
\npursuant to which liability is assumed or imposed with respect to any of the
\nforegoing.<\/p>\n<\/p>\n

“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974.<\/p>\n<\/p>\n

“ERISA Affiliate<\/u>” means any trade or business (whether or not
\nincorporated) that, together with the Company, is treated as a single employer
\nunder Section 414(b) or (c) of the Code or, solely for purposes of Section 302
\nof ERISA and Section 412 of the Code, is treated as a single employer under
\nSection 414 of the Code.<\/p>\n<\/p>\n

“ERISA Event<\/u>” means (a) any “reportable event”, as defined in Section
\n4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
\nthan an event for which the 30-day notice period is waived); (b) any failure by
\nany Plan to satisfy the minimum funding standard (within the meaning of Section
\n412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case
\nwhether or not waived; (c) the filing pursuant to Section 412(c) of the Code or
\nSection 302(c) of ERISA of an application for a waiver of the minimum funding
\nstandard with respect to any Plan; (d) the incurrence by the Company or any
\nERISA Affiliate of any liability under Title IV of ERISA with respect to the
\ntermination of any Plan; (e) the receipt by the Company or any ERISA Affiliate
\nfrom the PBGC or a plan administrator of any notice relating to an intention to
\nterminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
\nthe incurrence by the Company or any ERISA Affiliate of any liability with
\nrespect to the withdrawal or partial withdrawal from any Plan or Multiemployer
\nPlan; (g) the receipt by the Company or any ERISA Affiliate of any notice, or
\nthe receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of
\nany notice, concerning the imposition of Withdrawal Liability or a determination
\nthat a Multiemployer Plan is, or is expected to be, insolvent or in
\nreorganization, within the meaning of Title IV of ERISA, or in endangered or
\ncritical status, within the meaning of Section 305 of ERISA; or (h) a
\ndetermination that any Plan is, or is expected to be, in “at-risk” status (as
\ndefined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code).<\/p>\n<\/p>\n

“Eurocurrency<\/u>“, when used in reference to any Loan or Borrowing,
\nrefers to whether such Loan, or the Loans comprising such Borrowing, are bearing
\ninterest at a rate determined by reference to the LIBO Rate.<\/p>\n<\/p>\n

“Event of Default<\/u>” has the meaning assigned to such term in Article
\nVII.<\/p>\n<\/p>\n<\/p>\n

7<\/p>\n

\n

\n<\/p>\n

“Excluded Taxes<\/u>” means, with respect to the Administrative Agent, any
\nLender or any other recipient of any payment to be made by or on account of any
\nObligation hereunder, (a) income or franchise taxes imposed on (or measured by)
\nits net income by the United States of America (or any political subdivision
\nthereof), or by the jurisdiction under which such recipient is organized or in
\nwhich its principal office or any lending office from which it makes Loans
\nhereunder is located, (b) any branch profit taxes imposed by the United States
\nof America or any similar tax imposed by any other jurisdiction described in
\nclause (a) above, (c) in the case of a Lender (other than an assignee pursuant
\nto a request by the Company under Section 2.19(b)), any withholding tax that is
\nimposed by the United States of America (or any political subdivision thereof)
\non payments by a Borrower from an office within such jurisdiction to the extent
\nsuch tax is in effect and would apply as of the date such Lender becomes a party
\nto this Agreement or relates to payments received by a new lending office
\ndesignated by such Lender and is in effect and would apply at the time such
\nlending office is designated, (d) any withholding Taxes imposed by the United
\nStates of America pursuant to FATCA and (e) any withholding tax that is
\nattributable to such Lender’s failure to comply with Section 2.17(e), except, in
\nthe case of clause (c) above, to the extent that (i) such Lender (or its
\nassignor, if any) was entitled, at the time of designation of a new lending
\noffice (or assignment), to receive additional amounts with respect to such
\nwithholding tax pursuant to Section 2.17 or (ii) such withholding tax shall have
\nresulted from the making of any payment to a location other than the office
\ndesignated by the Administrative Agent or such Lender for the receipt of
\npayments of the applicable type.<\/p>\n<\/p>\n

“Existing Credit Agreements<\/u>” has the meaning set forth in the
\nintroductory statement.<\/p>\n<\/p>\n

“Exposure<\/u>” means, with respect to any Lender, such Lender’s Revolving
\nLoan Exposure, Competitive Loan Exposure and Contract Loan Exposure.<\/p>\n<\/p>\n

“FATCA<\/u>” means Sections 1471 through 1474 of the Code, as of the date
\nof this Agreement (or any amended or successor version that is substantively
\ncomparable and not materially more onerous to comply with), and any current or
\nfuture regulations or official interpretations thereof.<\/p>\n<\/p>\n

“Federal Funds Effective Rate<\/u>” means, for any day, the weighted
\naverage (rounded upwards, if necessary, to the next 1\/100 of 1%) of the rates on
\novernight Federal funds transactions with members of the Federal Reserve System
\narranged by Federal funds brokers, as published on the next succeeding Business
\nDay by the Federal Reserve Bank of New York, or, if such rate is not so
\npublished for any day that is a Business Day, the average (rounded upwards, if
\nnecessary, to the next 1\/100 of 1%) of the quotations for such day for such
\ntransactions received by the Administrative Agent from three Federal funds
\nbrokers of recognized standing selected by it.<\/p>\n<\/p>\n

“Financial Officer<\/u>” means the chief financial officer, principal
\naccounting officer, treasurer or controller of the Company.<\/p>\n<\/p>\n<\/p>\n

8<\/p>\n

\n

\n<\/p>\n

“Fixed Rate<\/u>” means, with respect to any Competitive Loan (other than a
\nEurocurrency Competitive Loan), the fixed rate of interest per annum specified
\nby the Lender making such Competitive Loan in its related Competitive Bid.<\/p>\n<\/p>\n

“Fixed Rate Loan<\/u>” means a Competitive Loan bearing interest at a Fixed
\nRate.<\/p>\n<\/p>\n

“GAAP<\/u>” means generally accepted accounting principles in the United
\nStates of America.<\/p>\n<\/p>\n

“Governmental Authority<\/u>” means any nation or government, any federal,
\nstate, local or other political subdivision thereof and any entity exercising
\nexecutive, legislative, judicial, taxing, regulatory or administrative functions
\nof or pertaining to government.<\/p>\n<\/p>\n

“Guarantee<\/u>” of or by any Person (the “guarantor<\/u>“) means any
\nobligation, contingent or otherwise, of the guarantor guaranteeing or having the
\neconomic effect of guaranteeing any Indebtedness or other obligation of any
\nother Person (the “primary<\/u> obligor<\/u>“) in any manner, whether
\ndirectly or indirectly, and including any obligation of the guarantor, direct or
\nindirect, (a) to purchase or pay (or advance or supply funds for the purchase or
\npayment of) such Indebtedness or other obligation or to purchase (or to advance
\nor supply funds for the purchase of) any security for the payment thereof, (b)
\nto purchase or lease property, securities or services for the purpose of
\nassuring the owner of such Indebtedness or other obligation of the payment
\nthereof, (c) to maintain working capital, equity capital or any other financial
\nstatement condition or liquidity of the primary obligor so as to enable the
\nprimary obligor to pay such Indebtedness or other obligation or (d) as an
\naccount party in respect of any letter of credit or letter of guaranty issued to
\nsupport such Indebtedness or obligation; provided<\/u> that the term Guarantee
\nshall not include endorsements for collection or deposit in the ordinary course
\nof business.<\/p>\n<\/p>\n

“Hazardous Materials<\/u>” means all explosive or radioactive substances or
\nwastes and all hazardous or toxic substances, wastes or other pollutants,
\nincluding petroleum or petroleum distillates, asbestos or asbestos-containing
\nmaterials, polychlorinated biphenyls, radon gas, infectious or medical wastes
\nand all other substances or wastes of any nature regulated pursuant to any
\nEnvironmental Law.<\/p>\n<\/p>\n

“Hedging Agreement<\/u>” means any interest rate protection agreement,
\nforeign currency exchange agreement, commodity price protection agreement or
\nother interest or currency exchange rate or commodity price hedging arrangement.\n<\/p>\n<\/p>\n

“Indebtedness<\/u>” of any Person means, without duplication, (a) all
\nobligations of such Person for borrowed money or with respect to deposits or
\nadvances of any kind, (b) all obligations of such Person evidenced by bonds,
\ndebentures, notes or similar instruments, (c) all obligations of such Person
\nupon which interest charges are customarily paid, (d) all obligations of such
\nPerson under conditional sale or other title<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n<\/p>\n

retention agreements relating to property acquired by such Person, (e) all
\nobligations of such Person in respect of the deferred purchase price of property
\nor services (excluding current accounts payable incurred in the ordinary course
\nof business), (f) all Indebtedness of others secured by (or for which the holder
\nof such Indebtedness has an existing right, contingent or otherwise, to be
\nsecured by) any Lien on property owned or acquired by such Person, whether or
\nnot the Indebtedness secured thereby has been assumed, (g) all Guarantees by
\nsuch Person of Indebtedness of others, (h) all Capital Lease Obligations of such
\nPerson, (i) all obligations, contingent or otherwise, of such Person as an
\naccount party in respect of letters of credit and letters of guaranty and (j)
\nall obligations, contingent or otherwise, of such Person in respect of bankers’
\nacceptances. The Indebtedness of any Person shall include the Indebtedness of
\nany other entity (including any partnership in which such Person is a general
\npartner) to the extent such Person is liable therefor as a result of such
\nPerson’s ownership interest in or other relationship with such entity, except to
\nthe extent the terms of such Indebtedness provide that such Person is not liable
\ntherefor.<\/p>\n<\/p>\n

“Indemnified Taxes<\/u>” means Taxes other than Excluded Taxes.<\/p>\n<\/p>\n

“Index<\/u>” means, with respect to any Revolving Loan for any period, the
\naverage of the Markit CDX.NA.IG Series 16 or any successor series (5 Year
\nPeriod) for the 30 business days (or for the number of business days for which
\nthe then current Markit CDX.NA.IG is in effect, if such number of business days
\nis fewer than 30 business days) preceding the Reset Date applicable to such Loan
\nfor such period, as available to the applicable office of the Administrative
\nAgent. For purposes of this definition, “business days” means days in respect of
\nwhich the Securities Industry and Financial Markets Association declares the US
\nfixed income market to be open.<\/p>\n<\/p>\n

“Interest Election Request<\/u>” means a request by the relevant Borrower
\nto convert or continue a Borrowing in accordance with Section 2.09.<\/p>\n<\/p>\n

“Interest Payment Date<\/u>” means (a) with respect to any ABR Loan, the
\nlast day of each March, June, September and December, (b) with respect to any
\nEurocurrency Loan, the last day of the Interest Period applicable to the
\nBorrowing of which such Loan is a part and, in the case of a Eurocurrency
\nBorrowing with an Interest Period of more than three months’ duration, each day
\nprior to the last day of such Interest Period that occurs at intervals of three
\nmonths’ duration after the first day of such Interest Period, (c) with respect
\nto any Fixed Rate Loan, the last day of the Interest Period applicable to the
\nBorrowing of which such Loan is a part and, in the case of a Fixed Rate Loan
\nwith an Interest Period of more than 90 days’ duration (unless otherwise
\nspecified in the applicable Competitive Bid Request), each day prior to the last
\nday of such Interest Period that occurs at intervals of 90 days’ duration after
\nthe first day of such Interest Period, and any other dates specified in the
\napplicable Competitive Bid Request as Interest Payment Dates with respect to
\nsuch Borrowing and (d) with respect to any Contract Loan, the date or dates
\nagreed upon by the relevant Borrower and the applicable<\/p>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

\n<\/p>\n

Lender or, if no such dates shall have been agreed upon, the last day of each
\nMarch, June, September and December.<\/p>\n<\/p>\n

“Interest Period<\/u>” means, (i) with respect to any Eurocurrency
\nBorrowing, the period commencing on the date of such Borrowing and ending on the
\nnumerically corresponding day in the calendar month that is one, two, three or
\nsix months thereafter, as the relevant Borrower may elect, (ii) with respect to
\nany Fixed Rate Borrowing, the period (which shall not be less than seven days or
\nmore than 360 days) commencing on the date of such Borrowing and ending on the
\ndate specified in the applicable Competitive Bid Request and (iii) with respect
\nto any Contract Loan, the period commencing on the date of such Borrowing and
\nending on the date agreed upon by the relevant Borrower and the applicable
\nLender; provided<\/u> that (i) if any Interest Period would end on a day other
\nthan a Business Day, such Interest Period shall be extended to the next
\nsucceeding Business Day unless, in the case of a Eurocurrency Borrowing only,
\nsuch next succeeding Business Day would fall in the next calendar month, in
\nwhich case such Interest Period shall end on the next preceding Business Day and
\n(ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences
\non the last Business Day of a calendar month (or on a day for which there is no
\nnumerically corresponding day in the last calendar month of such Interest
\nPeriod) shall end on the last Business Day of the last calendar month of such
\nInterest Period. For purposes hereof, the date of a Borrowing initially shall be
\nthe date on which such Borrowing is made, and thereafter shall be the effective
\ndate of the most recent conversion or continuation of such Borrowing.<\/p>\n<\/p>\n

“JPMCB<\/u>” means JPMorgan Chase Bank, N.A. and its successors.<\/p>\n<\/p>\n

“Judgment Currency<\/u>” has the meaning assigned to such term in Section
\n10.13(b).<\/p>\n<\/p>\n

“Lenders<\/u>” means the Persons listed on Schedule 2.01 and any other
\nPerson that shall have become a party hereto pursuant to an Assignment and
\nAssumption, other than any such Person that shall have ceased to be a party
\nhereto pursuant to an Assignment and Assumption.<\/p>\n<\/p>\n

“LIBO Rate<\/u>” means, with respect to any Eurocurrency Borrowing for any
\nInterest Period, the rate per annum determined by the Administrative Agent at
\napproximately 11:00 a.m., London time, on the Quotation Day for such Interest
\nPeriod by reference to the British Bankers’ Association Interest Settlement
\nRates for deposits in US Dollars (as reflected on the Reuters Screen LIBOR01
\nPage (or on any successor or substitute page)), for a period equal to such
\nInterest Period; provided<\/u> that, to the extent that an interest rate is
\nnot ascertainable pursuant to the foregoing provisions of this definition, “LIBO
\nRate” shall mean the interest rate per annum determined by the Administrative
\nAgent to be the average of the rates per annum at which deposits in US Dollars
\nare offered for such Interest Period to major banks in the London interbank
\nmarket by JPMCB at approximately 11:00 a.m., London time, on the Quotation Day
\nfor such Interest Period.<\/p>\n<\/p>\n<\/p>\n

11<\/p>\n

\n

\n<\/p>\n

“Lien<\/u>” means, with respect to any asset, (a) any mortgage, deed of
\ntrust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
\non or of such asset, (b) the interest of a vendor or a lessor under any
\nconditional sale agreement, capital lease or title retention agreement (or any
\nfinancing lease having substantially the same economic effect as any of the
\nforegoing) relating to such asset and (c) in the case of securities, any
\npurchase option, call or similar right of a third party with respect to such
\nsecurities.<\/p>\n<\/p>\n

“Loan Documents<\/u>” means this Agreement, each Borrowing Subsidiary
\nAgreement, each Borrowing Subsidiary Termination and each promissory note
\ndelivered pursuant to this Agreement.<\/p>\n<\/p>\n

“Loans<\/u>” means the loans made by the Lenders to the Borrowers pursuant
\nto this Agreement.<\/p>\n<\/p>\n

“Margin<\/u>” means, with respect to any Competitive Loan bearing interest
\nat a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
\nadded to or subtracted from the LIBO Rate to determine the rate of interest
\napplicable to such Loan, as specified by the Lender making such Loan in its
\nrelated Competitive Bid.<\/p>\n<\/p>\n

“Material Adverse Effect<\/u>” means a material adverse effect on (a) the
\nbusiness, assets, operations, prospects or condition, financial or otherwise, of
\nthe Company and its Subsidiaries taken as a whole, (b) the ability of the
\nCompany to perform any of its obligations under this Agreement or (c) the rights
\nof or benefits available to the Lenders under this Agreement.<\/p>\n<\/p>\n

“Material Indebtedness<\/u>” means Indebtedness (other than the Loans), or
\nobligations in respect of one or more Hedging Agreements, of the Company and its
\nSubsidiaries in an aggregate principal amount exceeding US$250,000,000. For
\npurposes of determining Material Indebtedness, the “principal amount” of the
\nobligations of any Borrower or any Subsidiary in respect of any Hedging
\nAgreement at any time shall be the maximum aggregate amount (giving effect to
\nany netting agreements) that such Borrower or Subsidiary would be required to
\npay if such Hedging Agreement were terminated at such time.<\/p>\n<\/p>\n

“Material Subsidiary<\/u>” means (a) any Subsidiary that is a Borrower, (b)
\nany Subsidiary that directly or indirectly owns or Controls any Material
\nSubsidiary and (c) any other Subsidiary (i) the consolidated revenues of which
\nfor the most recent period of four fiscal quarters of the Company for which
\naudited financial statements have been delivered pursuant to Section 5.01 were
\ngreater than 10% of the Company’s consolidated revenues for such period or (ii)
\nthe consolidated assets of which as of the end of such period were greater than
\n10% of the Company’s consolidated assets as of such date; provided<\/u> that
\nif at any time the aggregate consolidated revenues or assets of all Subsidiaries
\nthat are not Material Subsidiaries for or at the end of any period of four
\nfiscal quarters exceeds 10% of the Company’s consolidated revenues for such
\nperiod or<\/p>\n<\/p>\n<\/p>\n

12<\/p>\n

\n

\n<\/p>\n

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

“Maturity Date<\/u>” means the Termination Date or any later date to which
\nthe Maturity Date shall have been extended pursuant to Section 2.08(f).<\/p>\n<\/p>\n

“Multiemployer Plan<\/u>” means a multiemployer plan as defined in Section
\n4001(a)(3) of ERISA.<\/p>\n<\/p>\n

“Notice of Illegality<\/u>” has the meaning set forth in Section 2.20.<\/p>\n<\/p>\n

“Obligations<\/u>” means the due and punctual payment of (i) the principal
\nof and premium, if any, and interest (including interest accruing during the
\npendency of any bankruptcy, insolvency, receivership or other similar
\nproceeding, regardless of whether allowed or allowable in such proceeding) on
\nthe Loans made to any Borrower, when and as due, whether at maturity, by
\nacceleration, upon one or more dates set for prepayment or otherwise and (ii)
\nall other monetary obligations, including fees, costs, expenses and indemnities,
\nwhether primary, secondary, direct, contingent, fixed or otherwise (including
\nmonetary obligations incurred during the pendency of any bankruptcy, insolvency,
\nreceivership or other similar proceeding, regardless of whether allowed or
\nallowable in such proceeding), of the Borrowers under this Agreement and the
\nother Loan Documents.<\/p>\n<\/p>\n

“Other Taxes<\/u>” means any and all present or future recording, stamp,
\ndocumentary, excise, transfer, sales, property or similar taxes, charges or
\nlevies arising from any payment made hereunder or under any other Loan Document
\nor from the execution, delivery or enforcement of, or otherwise with respect to,
\nthis Agreement or any other Loan Document.<\/p>\n<\/p>\n

“Participant<\/u>” has the meaning assigned to such term in Section
\n10.04(e).<\/p>\n<\/p>\n

“Patriot Act<\/u>” has the meaning set forth in Section 10.15.<\/p>\n<\/p>\n

“PBGC<\/u>” means the Pension Benefit Guaranty Corporation referred to and
\ndefined in ERISA and any successor entity performing similar functions.<\/p>\n<\/p>\n

“Percentage<\/u>” means, with respect to any Lender, the percentage of the
\ntotal Commitments represented by such Lender’s Commitment. If the Commitments
\nhave terminated or expired, the Percentages shall be determined based upon the
\nCommitments most recently in effect, giving effect to any assignments.<\/p>\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n<\/p>\n

“Permitted Encumbrances<\/u>” means:<\/p>\n<\/p>\n

(a) Liens imposed by law for taxes that are not yet due or are being
\ncontested in compliance with Section 5.04;<\/p>\n<\/p>\n

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and
\nother like Liens imposed by law, arising in the ordinary course of business and
\nsecuring obligations that are not overdue by more than 30 days or are being
\ncontested in good faith;<\/p>\n<\/p>\n

(c) pledges and deposits made in the ordinary course of business in
\ncompliance with workers’ compensation, unemployment insurance and other social
\nsecurity laws or regulations;<\/p>\n<\/p>\n

(d) deposits to secure the performance of bids, trade contracts, leases,
\nstatutory obligations, surety and appeal bonds, performance bonds and other
\nobligations of a like nature, in each case in the ordinary course of business;\n<\/p>\n<\/p>\n

(e) judgment liens; and<\/p>\n<\/p>\n

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on
\nreal property imposed by law or arising in the ordinary course of business that
\ndo not secure any monetary obligations and do not materially detract from the
\nvalue of the affected property or interfere with the ordinary conduct of
\nbusiness of any of the Borrowers or any of their Subsidiaries;<\/p>\n<\/p>\n

provided<\/u> that the term “Permitted Encumbrances” shall not include any
\nLien securing Indebtedness or any Lien in favor of the PBGC.<\/p>\n<\/p>\n

“Person<\/u>” means any natural person, corporation, limited liability
\ncompany, trust, joint venture, association, company, partnership, Governmental
\nAuthority or other entity.<\/p>\n<\/p>\n

“Plan<\/u>” means any employee pension benefit plan (other than a
\nMultiemployer Plan) subject to the provisions of Title IV of ERISA or Section
\n412 of the Code or Section 302 of ERISA, and in respect of which any of the
\nBorrowers or any ERISA Affiliate is (or, if such plan were terminated, would
\nunder Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
\n3(5) of ERISA.<\/p>\n<\/p>\n

“Prime Rate<\/u>” means the rate of interest per annum publicly announced
\nfrom time to time by JPMCB as its prime rate in effect at its principal office
\nin New York City; each change in the Prime Rate shall be effective from and
\nincluding the date such change is publicly announced as being effective.<\/p>\n<\/p>\n<\/p>\n

14<\/p>\n

\n

\n<\/p>\n

“Quotation Day<\/u>” means, with respect to any Eurocurrency Borrowing and
\nany Interest Period, the day on which it is market practice in the relevant
\ninterbank market for prime banks to give quotations for deposits in US Dollars
\nfor delivery on the first day of such Interest Period. If such quotations would
\nnormally be given by prime banks on more than one day, the Quotation Day will be
\nthe last of such days.<\/p>\n<\/p>\n

“Register<\/u>” has the meaning set forth in Section 10.04.<\/p>\n<\/p>\n

“Related Fund<\/u>” means, with respect to any Lender that is a fund that
\ninvests in bank loans, any other fund that invests in bank loans and is managed
\nby the same investment advisor as such Lender or by an Affiliate of such
\ninvestment advisor.<\/p>\n<\/p>\n

“Related Parties<\/u>” means, with respect to any specified Person, such
\nPerson’s Affiliates and the respective directors, officers, employees, trustees,
\nagents and advisors of such Person and such Person’s Affiliates.<\/p>\n<\/p>\n

“Required Lenders<\/u>” means, at any time, Lenders having unused
\nCommitments and Revolving Loan Exposures representing more than 50% of the
\naggregate total unused Commitments and Revolving Loan Exposures; provided<\/u>
\nthat, for purposes of declaring the Loans to be due and payable pursuant to
\nArticle VII, and for all purposes after the Loans become due and payable
\npursuant to Article VII or the Commitments expire or terminate, the outstanding
\nCompetitive Loans and Contract Loans of the Lenders shall be included in their
\nrespective Revolving Loan Exposures in determining the Required Lenders.<\/p>\n<\/p>\n

“Reset Date<\/u>” means each date on which the Index will be determined.
\nThe Reset Dates for any Eurocurrency Loans will be the dates on which LIBO Rates
\nare set for such Loans for each Interest Period applicable thereto;
\nprovided<\/u> that for any Eurocurrency Loan with an Interest Period longer
\nthan three months, a Reset Date will also occur at the end of each successive
\nthree-month period during such Interest Period. The Reset Dates for any ABR
\nLoans will be the Effective Date and the first day of each calendar quarter
\nthereafter.<\/p>\n<\/p>\n

“Revolving Borrowing<\/u>” means a Borrowing comprised of Revolving Loans.\n<\/p>\n<\/p>\n

“Revolving Loan<\/u>” means a Loan made by a Lender pursuant to Section
\n2.01. Each Revolving Loan shall be a Eurocurrency Loan or an ABR Loan.<\/p>\n<\/p>\n

“Revolving Loan Exposure<\/u>” means, at any time, the aggregate principal
\namount of the Revolving Loans outstanding at such time. The Revolving Loan
\nExposure of any Lender at any time shall be such Lender’s Percentage of the
\ntotal Revolving Loan Exposure at such time.<\/p>\n<\/p>\n<\/p>\n

15<\/p>\n

\n

\n<\/p>\n

“Sale and Leaseback Transaction<\/u>” means any arrangement whereby the
\nCompany or a Subsidiary, directly or indirectly, shall sell or transfer any
\nproperty, real or personal, used or useful in its business, whether now owned or
\nhereafter acquired, and thereafter rent or lease such property or other property
\nwhich it intends to use for substantially the same purpose or purposes as the
\nproperty being sold or transferred.<\/p>\n<\/p>\n

“Statutory Reserves<\/u>” means any reserve, liquid asset or similar
\nrequirements established by any Governmental Authority of the United States to
\nwhich banks in such jurisdiction are subject for any category of deposits or
\nliabilities customarily used to fund loans in US Dollars or by reference to
\nwhich interest rates applicable to Loans are determined.<\/p>\n<\/p>\n

“subsidiary<\/u>” means, with respect to any Person, any entity with
\nrespect to which such Person alone owns, such Person or one or more of its
\nsubsidiaries together own, or such Person and any Person Controlling such Person
\ntogether own, in each case directly or indirectly, capital stock or other equity
\ninterests having ordinary voting power to elect a majority of the members of the
\nBoard of Directors of such corporation or other entity or having a majority
\ninterest in the capital or profits of such corporation or other entity.<\/p>\n<\/p>\n

“Subsidiary<\/u>” means any subsidiary of the Company.<\/p>\n<\/p>\n

“Taxes<\/u>” means any and all present or future taxes, levies, imposts,
\nduties, deductions, charges or withholdings imposed by any Governmental
\nAuthority.<\/p>\n<\/p>\n

“Termination Date<\/u>” means June 20, 2012.<\/p>\n<\/p>\n

“Transactions<\/u>” means the execution, delivery and performance by the
\nCompany and the other Borrowers of the Loan Documents, the borrowing of Loans
\nhereunder and the use of the proceeds thereof.<\/p>\n<\/p>\n

“Type<\/u>“, when used in reference to any Loan or Borrowing, refers to
\nwhether the rate of interest on such Loan, or on the Loans comprising such
\nBorrowing, is determined by reference to the LIBO Rate, the Alternate Base Rate
\nor a Fixed Rate.<\/p>\n<\/p>\n

“US Dollars<\/u>” or “US $<\/u>” means the lawful money of the United
\nStates of America.<\/p>\n<\/p>\n

“Withdrawal Liability<\/u>” means liability to a Multiemployer Plan as a
\nresult of a complete or partial withdrawal from such Multiemployer Plan, as such
\nterms are defined in Part I of Subtitle E of Title IV of ERISA.<\/p>\n<\/p>\n

“Withholding Agent<\/u>” means any Loan Party and the Administrative Agent.\n<\/p>\n<\/p>\n<\/p>\n

16<\/p>\n

\n

\n<\/p>\n<\/p>\n

SECTION 1.02. Classification of Loans and Borrowings.<\/u> For purposes of
\nthis Agreement, Loans may be classified and referred to by Class (e.g.<\/u>, a
\n“Revolving Loan”) or by Type (e.g.<\/u>, a “Eurocurrency Loan”) or by Class
\nand Type (e.g.<\/u>, a “Eurocurrency Revolving Loan”). Borrowings also may be
\nclassified and referred to by Class (e.g.<\/u>, a “Revolving Borrowing”) or by
\nType (e.g.<\/u>, a ” Eurocurrency Borrowing”) or by Class and Type
\n(e.g.<\/u>, a “Eurocurrency Revolving Borrowing”).<\/p>\n<\/p>\n

SECTION 1.03. Terms Generally.<\/u> The definitions of terms herein shall
\napply equally to the singular and plural forms of the terms defined. Whenever
\nthe context may require, any pronoun shall include the corresponding masculine,
\nfeminine and neuter forms. The words “include”, “includes” and “including” shall
\nbe deemed to be followed by the phrase “without limitation”. The word “will”
\nshall be construed to have the same meaning and effect as the word “shall”.
\nUnless the context requires otherwise (a) any definition of or reference to any
\nagreement, instrument or other document herein shall be construed as referring
\nto such agreement, instrument or other document as from time to time amended,
\nsupplemented or otherwise modified (subject to any restrictions on such
\namendments, supplements or modifications set forth herein), (b) any definition
\nof or reference to any statute, rule or regulation shall be construed as
\nreferring thereto as from time to time amended, supplemented or otherwise
\nmodified (including by succession of comparable successor laws), (c) any
\nreference herein to any Person shall be construed to include such Person’s
\nsuccessors and assigns, (d) the words “herein”, “hereof” and “hereunder” and
\nwords of similar import shall be construed to refer to this Agreement in its
\nentirety and not to any particular provision hereof, (e) all references herein
\nto Articles, Sections, Exhibits and Schedules shall be construed to refer to
\nArticles and Sections of, and Exhibits and Schedules to, this Agreement, (f) the
\nwords “asset” and “property” shall be construed to have the same meaning and
\neffect and to refer to any and all tangible and intangible assets and
\nproperties, including cash, securities, accounts and contract rights and (g) any
\ndefinition of or reference to any statute, rule or regulation shall be construed
\nas referring thereto as from time to time amended, supplemented or otherwise
\nmodified (including by succession of comparable successor law).<\/p>\n<\/p>\n

SECTION 1.04. Accounting Terms; GAAP.<\/u> Except as otherwise expressly
\nprovided herein, all terms of an accounting or financial nature shall be
\nconstrued in accordance with GAAP as in effect from time to time;
\nprovided<\/u> that if the Company notifies the Administrative Agent that the
\nCompany requests an amendment to any provision hereof to eliminate the effect of
\nany change occurring after the date hereof in GAAP or in the application thereof
\non the operation of such provision (or if the Administrative Agent notifies the
\nCompany that the Required Lenders request an amendment to any provision hereof
\nfor such purpose), regardless of whether any such notice is given before or
\nafter such change in GAAP or in the application thereof, then such provision
\nshall be interpreted on the basis of GAAP as in effect and applied<\/p>\n<\/p>\n<\/p>\n

17<\/p>\n

\n

\n<\/p>\n

immediately before such change shall have become effective until such notice
\nshall have been withdrawn or such provision amended in accordance herewith.<\/p>\n<\/p>\n

ARTICLE II<\/p>\n

\n<\/p>\n

\n

The Credits<\/u><\/p>\n

\n

SECTION 2.01. Commitments.<\/u> Subject to the terms and conditions set
\nforth herein, each Lender agrees to make Revolving Loans to the Company and the
\nBorrowing Subsidiaries from time to time during the Availability Period in US
\nDollars in an aggregate principal amount at any time outstanding that will not
\nresult in (i) such Lender’s Revolving Loan Exposure exceeding its Commitment or
\n(ii) the aggregate Exposures exceeding the aggregate Commitments.<\/p>\n<\/p>\n

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

(b) Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised
\nentirely of Eurocurrency Loans or ABR Loans as the applicable Borrower may
\nrequest in accordance herewith and (ii) each Competitive Borrowing shall be
\ncomprised entirely of Eurocurrency Loans or Fixed Rate Loans, as the applicable
\nBorrower may request in accordance herewith. Each Lender at its option may make
\nany Loan by causing any domestic or foreign branch or Affiliate of such Lender
\nto make such Loan (and in the case of an Affiliate, the provisions of Sections
\n2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to
\nsuch Lender); provided<\/u> that any exercise of such option shall not affect
\nthe obligation of the applicable Borrower to repay such Loan in accordance with
\nthe terms of this Agreement. Notwithstanding any other provision of this
\nAgreement, the Borrowers shall not be responsible under Section 2.15 or 2.17 for
\nany increased costs incurred by a Lender as a result of a change in the location
\nfrom which such Lender makes Loans unless such Lender is legally required to
\nmake such change.<\/p>\n<\/p>\n

(c) At the commencement of each Interest Period for any Borrowing (other than
\na Borrowing comprised of Competitive Loans or Contract Loans), such Borrowing
\nshall be in an aggregate amount that is at least equal to the Borrowing Minimum
\nand an integral multiple of the Borrowing Multiple; provided<\/u> that an ABR
\nBorrowing may be made in an aggregate amount that is equal to the aggregate
\navailable Commitments. Borrowings of more than one Type and Class may be
\noutstanding at the<\/p>\n<\/p>\n<\/p>\n

18<\/p>\n

\n

\n<\/p>\n

same time; provided<\/u> that there shall not at any time be more than a
\ntotal of five Eurocurrency Revolving Borrowings outstanding.<\/p>\n<\/p>\n

(d) Notwithstanding any other provision of this Agreement, no Borrower shall
\nbe entitled to request, or to elect to convert or continue, any Borrowing if the
\nInterest Period requested with respect thereto would end after the Maturity
\nDate.<\/p>\n<\/p>\n

(e) At any time, any Borrower and any Lender may agree that such Lender will
\nmake a Loan (a “Contract Loan<\/u>“) to the Borrower denominated in US
\nDollars, and bearing interest at an agreed upon rate, for an interest period to
\nbe agreed upon and upon such other terms as the applicable Borrower and Lender
\nmay agree (it being understood that a Contract Loan shall not be required to be
\nin any particular minimum amount); provided<\/u> that, (i) after giving effect
\nto the making of any such Contract Loan, the aggregate Exposures shall not
\nexceed the aggregate Commitments and (ii) no such Loan shall be a Contract Loan
\nunless the relevant Borrower and the applicable Lender expressly agree at the
\ntime such Loan is made, and notify the Administrative Agent, that such Loan
\nshall be a Contract Loan for purposes of this Agreement. If the applicable
\nBorrower and Lender shall, after any Contract Loan is made, agree that such
\nContract Loan shall no longer be a Contract Loan hereunder and shall notify the
\nAdministrative Agent of such agreement, such Loan shall, as of the date of such
\nagreement, cease to be a Contract Loan or to be entitled to any further benefits
\nunder this Agreement. Contract Loans shall be deemed Loans for all purposes
\nunder this Agreement. Each Borrower and Lender shall promptly notify the
\nAdministrative Agent of (i) the date, principal amount, maturity, interest rate,
\nInterest Period and Interest Payment Dates of each Contract Loan made by or to
\nsuch Lender to such Borrower and (ii) the date and amount of any repayment or
\nprepayment of any such Contract Loan.<\/p>\n<\/p>\n

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

(i) the Borrower requesting such Borrowing (or on whose behalf the Company is
\nrequesting such Borrowing);<\/p>\n<\/p>\n

(ii) the aggregate principal amount of the requested Borrowing;<\/p>\n<\/p>\n<\/p>\n

19<\/p>\n

\n

\n<\/p>\n

(iii) the date of the requested Borrowing, which shall be a Business Day;<\/p>\n<\/p>\n

(iv) the Type of the requested Borrowing;<\/p>\n<\/p>\n

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to
\nbe applicable thereto, which shall be a period contemplated by the definition of
\nthe term “Interest Period”; and<\/p>\n<\/p>\n

(vi) the location and number of the relevant Borrower’s account to which
\nfunds are to be disbursed, which shall comply with the requirements of Section
\n2.07.<\/p>\n<\/p>\n

If no election as to the Type of Borrowing is specified, then the requested
\nBorrowing shall be an ABR Borrowing. If no Interest Period is specified with
\nrespect to any requested Eurocurrency Borrowing, then the relevant Borrower
\nshall be deemed to have selected an Interest Period of one month’s duration.
\nPromptly following receipt of a Borrowing Request in accordance with this
\nSection, the Administrative Agent shall advise each Lender of the details
\nthereof and of the amount of the Loan to be made by such Lender as part of the
\nrequested Borrowing.<\/p>\n<\/p>\n

SECTION 2.04. [Intentionally Omitted]<\/p>\n<\/p>\n

SECTION 2.05. Competitive Bid Procedure.<\/u> (a) Subject to the terms and
\nconditions set forth herein, from time to time during the Availability Period
\nany Borrower may request Competitive Bids for Competitive Loans in US Dollars
\nand may (but shall not have any obligation to) accept Competitive Bids and
\nborrow Competitive Loans; provided<\/u> that the aggregate Exposures at any
\ntime shall not exceed the aggregate Commitments. To request Competitive Bids,
\nthe Company or the applicable Borrower shall notify the Administrative Agent of
\nsuch request by telephone (i) in the case of a Eurocurrency Competitive
\nBorrowing, not later than 10:00 a.m., New York City time, four Business Days
\nbefore the date of the proposed Competitive Borrowing and (ii) in the case of a
\nFixed Rate Borrowing, not later than 12:00 noon, New York City time, one
\nBusiness Day before the date of the proposed Competitive Borrowing. Not more
\nthan three Competitive Bid Requests may be submitted on the same day. Each
\ntelephonic Competitive Bid Request shall be confirmed promptly by hand delivery
\nor telecopy to the Administrative Agent of a written Competitive Bid Request in
\na form approved by the Administrative Agent and signed by the Company. Each such
\ntelephonic and written Competitive Bid Request shall specify the following
\ninformation in compliance with Section 2.02:<\/p>\n<\/p>\n

(i) the Borrower requesting the Competitive Bid and the aggregate amount of
\nthe requested Borrowing;<\/p>\n<\/p>\n

(ii) the date of such Borrowing, which shall be a Business Day;<\/p>\n<\/p>\n<\/p>\n

20<\/p>\n

\n

\n<\/p>\n

(iii) whether such Borrowing is to be a Eurocurrency Borrowing or a Fixed
\nRate Borrowing;<\/p>\n<\/p>\n

(iv) the Interest Period to be applicable to such Borrowing, which shall be a
\nperiod contemplated by the definition of the term “Interest Period”; and<\/p>\n<\/p>\n

(v) the location and number of the Company’s account to which funds are to be
\ndisbursed, which shall comply with the requirements of Section 2.07.<\/p>\n<\/p>\n

Promptly following receipt of a Competitive Bid Request in accordance with
\nthis Section, the Administrative Agent shall notify the Lenders of the details
\nthereof by telecopy, inviting the Lenders to submit Competitive Bids.<\/p>\n<\/p>\n

(b) Each Lender may (but shall not have any obligation to) make one or more
\nCompetitive Bids to the Company in response to a Competitive Bid Request. Each
\nCompetitive Bid by a Lender must be in a form approved by the Administrative
\nAgent and must be received by the Administrative Agent by telecopy, (i) in the
\ncase of a Eurocurrency Competitive Borrowing, not later than 12:00 noon, New
\nYork City time, four Business Days before the date of the proposed Competitive
\nBorrowing and (ii) in the case of a Fixed Rate Borrowing, not later than 9:30
\na.m., New York City time, on the date of the proposed Competitive Borrowing.
\nCompetitive Bids that do not conform to the form approved by the Administrative
\nAgent may be rejected by the Administrative Agent, and the Administrative Agent
\nshall notify the applicable Lender as promptly as practicable. Each Competitive
\nBid shall specify (i) the principal amount (which may equal the entire principal
\namount of the Competitive Borrowing requested by the Company) of the Competitive
\nLoan or Loans that the Lender is willing to make, (ii) the Competitive Bid Rate
\nor Rates at which the Lender is prepared to make such Loan or Loans (expressed
\nas a percentage rate per annum in the form of a decimal to no more than four
\ndecimal places) and (iii) the Interest Period applicable to each such Loan and
\nthe last day thereof.<\/p>\n<\/p>\n

(c) The Administrative Agent shall promptly notify the Company by telecopy of
\nthe Competitive Bid Rate and the principal amount specified in each Competitive
\nBid and the identity of the Lender that shall have made such Competitive Bid.\n<\/p>\n<\/p>\n

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

21<\/p>\n

\n

\n<\/p>\n

rejection of each Competitive Bid, (ii) the Borrower shall not accept a
\nCompetitive Bid made at a particular Competitive Bid Rate if such Borrower
\nrejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
\naggregate amount of the Competitive Bids accepted by the Borrower shall not
\nexceed the aggregate amount of the requested Competitive Borrowing specified in
\nthe related Competitive Bid Request and (iv) to the extent necessary to comply
\nwith clause (iii) above, the Borrower may accept Competitive Bids at the same
\nCompetitive Bid Rate in part, which acceptance, in the case of multiple
\nCompetitive Bids at such Competitive Bid Rate, shall be made pro rata in
\naccordance with the amount of each such Competitive Bid; provided<\/u>
\nfurther<\/u> that in calculating the pro rata allocation of acceptances of
\nportions of multiple Competitive Bids at a particular Competitive Bid Rate
\npursuant to clause (iv) the amounts shall be rounded to integral multiples of
\nthe Borrowing Multiple in a manner determined by the Borrower. A notice given by
\nthe Borrower pursuant to this paragraph shall be irrevocable.<\/p>\n<\/p>\n

(e) The Administrative Agent shall promptly notify each bidding Lender by
\ntelecopy whether or not its Competitive Bid has been accepted (and, if so, the
\namount and Competitive Bid Rate so accepted), and each successful bidder will
\nthereupon become bound, subject to the terms and conditions hereof, to make the
\nCompetitive Loan in respect of which its Competitive Bid has been accepted.<\/p>\n<\/p>\n

(f) If the Administrative Agent or one of its Affiliates shall elect to
\nsubmit a Competitive Bid in its capacity as a Lender, it shall submit such
\nCompetitive Bid directly to the applicable Borrower at least one quarter of an
\nhour earlier than the time by which the other Lenders are required to submit
\ntheir Competitive Bids to the Administrative Agent pursuant to paragraph (b) of
\nthis Section.<\/p>\n<\/p>\n

SECTION 2.06. [Intentionally Omitted]<\/p>\n<\/p>\n

SECTION 2.07. Funding of Borrowings.<\/u> (a) Each Lender shall make each
\nLoan (other than a Contract Loan) to be made by it hereunder on the proposed
\ndate thereof by wire transfer of immediately available funds by 2:00 p.m., New
\nYork City time, to the account of the Administrative Agent. The Administrative
\nAgent will make such Loans available to the relevant Borrower by promptly
\ncrediting the amounts so received, in like funds, to an account of such Borrower
\nmaintained by the Administrative Agent (or another account specified by such
\nBorrower in the applicable Borrowing Request) in New York City. Each Lender
\nshall make each Contract Loan to be made by it hereunder on the proposed date
\nthereof by wire transfer of immediately available funds by the time and to the
\naccount agreed upon by the relevant Borrower and the applicable Lender.<\/p>\n<\/p>\n

(b) Unless the Administrative Agent shall have received notice from a Lender
\nprior to the proposed date of any Borrowing that such Lender will not make
\navailable to the Administrative Agent such Lender’s share of such Borrowing, the
\nAdministrative Agent may assume that such Lender has made such share available
\non such date in accordance with paragraph (a) of this Section and may, in
\nreliance upon such<\/p>\n<\/p>\n<\/p>\n

22<\/p>\n

\n

\n<\/p>\n

assumption, make available to the relevant Borrower a corresponding amount.
\nIn such event, if a Lender has not in fact made its share of the applicable
\nBorrowing available to the Administrative Agent, and the Administrative Agent
\nhas made an amount corresponding to such share available to such Borrower, then
\nthe applicable Lender and such Borrower severally agree to pay to the
\nAdministrative Agent forthwith on demand such corresponding amount with interest
\nthereon, for each day from and including the date such amount is made available
\nto such Borrower to but excluding the date of payment to the Administrative
\nAgent, at (i) in the case of such Lender, the rate reasonably determined by the
\nAdministrative Agent to be the cost to it of funding such amount or (ii) in the
\ncase of such Borrower, the interest rate applicable to the subject Loan. If such
\nLender pays such amount to the Administrative Agent, then such amount shall
\nconstitute such Lender’s Loan included in such Borrowing and the Administrative
\nAgent shall return to such Borrower any amount (including interest) paid by such
\nBorrower to the Administrative Agent pursuant to this paragraph.<\/p>\n<\/p>\n

SECTION 2.08. Repayment of Borrowings; Evidence of Debt; Extension of
\nMaturity Date.<\/u> (a) Each Borrower hereby unconditionally promises to pay to
\nthe Administrative Agent for the accounts of the applicable Lenders (i) the then
\nunpaid principal amount of the Loans comprising each Borrowing of such Borrower
\non the Maturity Date and (ii) the then unpaid principal amount of each
\nCompetitive Loan on the last day of the Interest Period applicable thereto. Each
\nBorrower hereby unconditionally promises to pay to the applicable Lender the
\nthen unpaid principal amount of each Contract Loan on the date or dates agreed
\nby such Borrower and such Lender.<\/p>\n<\/p>\n

(b) Each Lender shall maintain in accordance with its usual practice an
\naccount or accounts evidencing the obligations of each Borrower to such Lender
\nresulting from the Loans made by such Lender.<\/p>\n<\/p>\n

(c) The Administrative Agent shall maintain accounts in which it shall record
\n(i) the amount of each Borrowing made hereunder, the Class and Type thereof and
\nthe Interest Period applicable thereto and (ii) the amount of any sum received
\nby the Administrative Agent hereunder for the accounts of the Lenders and each
\nLender’s share thereof.<\/p>\n<\/p>\n

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

(e) Any Lender may request that Loans of any Class made by it to any Borrower
\nbe evidenced by a promissory note if it is the policy of such Lender to obtain
\npromissory notes in transactions comparable to those provided for herein or if
\nsuch Lender has another business reason for requesting such a promissory note.
\nIn such event,<\/p>\n<\/p>\n<\/p>\n

23<\/p>\n

\n

\n<\/p>\n

each applicable Borrower shall prepare, execute and deliver to such Lender a
\npromissory note payable to the order of such Lender (or, if requested by such
\nLender, to such Lender and its registered assigns) in the form of Exhibit C
\nhereto. Thereafter, the Loans evidenced by each such promissory note and
\ninterest thereon shall at all times (including after assignment pursuant to
\nSection 10.04) be represented by one or more promissory notes in such form
\npayable to the order of the payee named therein (or, if such promissory note is
\na registered note, to such payee and its registered assigns).<\/p>\n<\/p>\n

(f) Each Borrower may, by notice to the Administrative Agent (which shall
\npromptly deliver a copy to each of the Lenders) given not less than 45 days and
\nnot more than 60 days prior to the Termination Date, extend the Maturity Date to
\na date not later than the first anniversary of the Termination Date;
\nprovided<\/u> that any such extension of the Maturity Date shall be subject to
\nthe satisfaction, on and as of the Termination Date, of the following
\nconditions:<\/p>\n<\/p>\n

(i) The representations and warranties of the Borrowers set forth herein
\nshall be true and correct on and as of the Termination Date, except to the
\nextent such representations and warranties expressly relate to an earlier date
\n(in which case such representations and warranties shall be true and correct as
\nof such earlier date).<\/p>\n<\/p>\n

(ii) Immediately before and after the Termination Date, no Default shall have
\noccurred and be continuing.<\/p>\n<\/p>\n

An extension of the Maturity Date as set forth herein shall be deemed to
\nconstitute a representation and warranty by each Borrower on and as of the
\nTermination Date as to the matters specified in paragraphs (i) and (ii) of this
\nSection 2.08(f). Loans repaid or prepaid after the Termination Date may not be
\nreborrowed.<\/p>\n<\/p>\n<\/p>\n

SECTION 2.09. Interest Elections.<\/u> (a) Each Borrowing initially shall
\nbe of the Type specified in the applicable Borrowing Request and, in the case of
\na Eurocurrency Borrowing, shall have an initial Interest Period as specified in
\nsuch Borrowing Request. After the initial Revolving Borrowings, the Borrowers
\nmay elect to convert and continue such Revolving Borrowings to or as other
\nRevolving Borrowings as provided in this Section. The Borrowers may elect
\ndifferent options with respect to different portions of the affected Borrowings,
\nin which case each such portion shall be allocated ratably among the Lenders
\nholding the Loans comprising such Borrowings and any Loans resulting from an
\nelection made with respect to any such portion shall be considered a separate
\nBorrowing. Notwithstanding any other provision of this Section, no Borrowing may
\nbe converted into or continued as a Borrowing with an Interest Period ending
\nafter the Maturity Date. This Section shall not apply to Competitive Loans or to
\nContract Loans, which may not be converted or continued.<\/p>\n<\/p>\n

(b) To make an election pursuant to this Section, a Borrower, or the Company
\non its behalf, shall notify the Administrative Agent of such election by<\/p>\n<\/p>\n<\/p>\n

24<\/p>\n

\n

\n<\/p>\n

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

(c) Each telephonic and written Interest Election Request shall specify the
\nfollowing information in compliance with Section 2.03:<\/p>\n<\/p>\n

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

(ii) the effective date of the election made pursuant to such Interest
\nElection Request, which shall be a Business Day;<\/p>\n<\/p>\n

(iii) whether a Eurocurrency Borrowing or an ABR Borrowing is elected; and\n<\/p>\n<\/p>\n

(iv) in the case of an election of a Eurocurrency Borrowing, the Interest
\nPeriod to be applicable thereto after giving effect to such election, which
\nshall be a period contemplated by the definition of the term “Interest Period”;
\nprovided<\/u> that no Eurocurrency Borrowing may be elected with an Interest
\nPeriod that would extend after the Maturity Date.<\/p>\n<\/p>\n

If any such Interest Election Request requests a Eurocurrency Borrowing but
\ndoes not specify an Interest Period, then the Borrower shall be deemed to have
\nselected an Interest Period of one month’s duration.<\/p>\n<\/p>\n

(d) Promptly following receipt of an Interest Election Request, the
\nAdministrative Agent shall advise each Lender of the details thereof and of such
\nLender’s portion of each resulting Borrowing.<\/p>\n<\/p>\n

(e) If the relevant Borrower fails to deliver a timely Interest Election
\nRequest with respect to a Eurocurrency Borrowing prior to the end of the
\nInterest Period applicable thereto, then, unless such Borrowing is repaid as
\nprovided herein, at the end of such Interest Period such Borrowing shall be
\nconverted to an ABR Borrowing.<\/p>\n<\/p>\n<\/p>\n

25<\/p>\n

\n

\n<\/p>\n<\/p>\n

(f) The conversion or continuation of any Borrowing shall not constitute a
\nrepayment of amounts outstanding or a new advance of funds hereunder.<\/p>\n<\/p>\n

SECTION 2.10. Termination and Reduction of Commitments.<\/u> (a) Unless
\npreviously terminated, the Commitments shall terminate on the Termination Date.\n<\/p>\n<\/p>\n

(b) The Company may at any time terminate, or from time to time reduce, the
\nCommitments; provided<\/u> that (i) each reduction of the Commitments shall be
\nin an amount that is an integral multiple of the Borrowing Multiple and not less
\nthan the Borrowing Minimum and (ii) the Company shall not terminate or reduce
\nthe Commitments if, after giving effect to any concurrent prepayment of the
\nLoans in accordance with Section 2.11, the Revolving Loan Exposure of any Lender
\nwould exceed its Commitment or the aggregate Exposures would exceed the
\naggregate Commitments.<\/p>\n<\/p>\n

(c) The Company shall notify the Administrative Agent of any election to
\nterminate or reduce the Commitments under paragraph (b) of this Section at least
\nthree Business Days prior to the effective date of such termination or
\nreduction, specifying the effective date of such election. Promptly following
\nreceipt of any such notice, the Administrative Agent shall advise the Lenders of
\nthe contents thereof. Each notice delivered by the Company pursuant to this
\nSection shall be irrevocable; provided<\/u> that a notice of termination of
\nthe Commitments delivered by the Company may state that such notice is
\nconditioned upon the effectiveness of other credit facilities, in which case
\nsuch notice may be revoked by the Company (by notice to the Administrative Agent
\non or prior to the specified effective date) if such condition is not satisfied.
\nAny termination or reduction of the Commitments shall be permanent. Each
\nreduction of the Commitments shall be made ratably among the Lenders in
\naccordance with their respective Commitments.<\/p>\n<\/p>\n

SECTION 2.11. Prepayment of Loans.<\/u> (a) Any Borrower, or the Company on
\nbehalf of any Borrower, shall have the right at any time and from time to time
\nto prepay any Borrowing of such Borrower in whole or in part, subject to prior
\nnotice in accordance with paragraph (d) of this Section; provided<\/u> that,
\nunless the applicable Borrowers and Lenders shall have otherwise agreed at the
\ntime such Loans were made, Competitive Loans or Contract Loans may be prepaid
\nonly with the consent of the Lenders making such Loans.<\/p>\n<\/p>\n

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

26<\/p>\n

\n

\n<\/p>\n

(c) Prior to any optional or mandatory prepayment of Borrowings hereunder,
\nthe applicable Borrower shall select the Borrowing or Borrowings to be prepaid
\nand shall specify such selection in the notice of such prepayment pursuant to
\nparagraph (d) of this Section.<\/p>\n<\/p>\n

(d) The applicable Borrower, or the Company on behalf of the applicable
\nBorrower, shall notify the Administrative Agent by telephone (confirmed by
\ntelecopy) of any prepayment of a Borrowing hereunder (i) in the case of a
\nEurocurrency Borrowing, not later than 11:00 a.m., New York City time, three
\nBusiness Days before the date of such prepayment and (ii) in the case of an ABR
\nBorrowing, not later than 11:00 a.m., New York City time, one Business Day
\nbefore the date of such prepayment. Each such notice shall be irrevocable and
\nshall specify the prepayment date and the principal amount of each Borrowing or
\nportion thereof to be prepaid; provided<\/u> that, if a notice of optional
\nprepayment is given in connection with a conditional notice of termination of
\nthe Commitments as contemplated by Section 2.10(c), then such notice of
\nprepayment may be revoked if such notice of termination is revoked in accordance
\nwith Section 2.10(c). Promptly following receipt of any such notice, the
\nAdministrative Agent shall advise the Lenders of the contents thereof. Each
\npartial prepayment of any Borrowing shall be in an amount that would be
\npermitted in the case of an advance of a Borrowing of the same Type as provided
\nin Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the
\nLoans included in the prepaid Borrowing. Prepayments shall be accompanied by (i)
\naccrued interest to the extent required by Section 2.13 and (ii) break funding
\npayments pursuant to Section 2.16.<\/p>\n<\/p>\n

SECTION 2.12. Fees.<\/u> (a) The Company agrees to pay to the
\nAdministrative Agent in US Dollars for the account of each Lender (except, in
\nthe case of any Defaulting Lender, as provided in Section 2.21) a commitment
\nfee, which shall accrue at the rate of 0.0175% per annum on the daily unused
\namount of the Commitment of such Lender during the period from and including the
\ndate hereof to but excluding the date on which such Commitment terminates.
\nAccrued commitment fees shall be payable in arrears on the last day of March,
\nJune, September and December of each year, commencing on the first such date to
\noccur after the date hereof, and on the date on which the Commitments terminate.
\nAll commitment fees shall be computed on the basis of a year of 360 days and
\nshall be payable for the actual number of days elapsed (including the first day
\nbut excluding the last day). For purposes of computing commitment fees, a
\ncommitment of a Lender shall be deemed to be used to the extent of the
\noutstanding Loans of such Lender.<\/p>\n<\/p>\n

(b) On the Termination Date, the Company agrees to pay to the Administrative
\nAgent for the account of each Lender a term-out fee equal to 0.75% of the
\noutstanding amount of such Lender’s Loans that are not repaid on the Termination
\nDate.<\/p>\n<\/p>\n<\/p>\n

27<\/p>\n

\n

\n<\/p>\n

(c) The Company agrees to pay to the Administrative Agent, for its own
\naccount, fees payable in the amounts and at the times separately agreed upon
\nbetween the Company and the Administrative Agent.<\/p>\n<\/p>\n

(d) All fees payable hereunder shall be paid on the dates due, in immediately
\navailable funds, to the Administrative Agent for distribution, in the case of
\ncommitment fees, to the Lenders. Fees paid shall not be refundable under any
\ncircumstances.<\/p>\n<\/p>\n

SECTION 2.13. Interest.<\/u> (a) The Loans comprising each ABR Borrowing
\nshall bear interest at the Alternate Base Rate plus the Applicable Rate.<\/p>\n<\/p>\n

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest (i)
\nin the case of a Revolving Borrowing, at the LIBO Rate for the Interest Period
\nin effect for such Borrowing plus the Applicable Rate, or (ii) in the case of a
\nEurocurrency Competitive Loan, at the LIBO Rate for the Interest Period in
\neffect for such Borrowing plus (or minus, as applicable) the Margin applicable
\nto such Loan.<\/p>\n<\/p>\n

(c) Each Fixed Rate Loan shall bear interest at the Fixed Rate applicable to
\nsuch Loan.<\/p>\n<\/p>\n

(d) Each Contract Loan shall bear interest at a rate per annum agreed upon
\nbetween the applicable Borrower and Lender.<\/p>\n<\/p>\n

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

(f) Accrued interest on each Loan shall be payable in arrears on each
\nInterest Payment Date for such Loan; provided<\/u> that (i) interest accrued
\npursuant to paragraph (e) above shall be payable on demand, (ii) in the event of
\nany repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
\nprior to the end of the Availability Period), accrued interest on the principal
\namount repaid or prepaid shall be payable on the date of such repayment or
\nprepayment and (iii) in the event of any conversion of any Eurocurrency Loan
\nprior to the end of the current Interest Period therefor, accrued interest on
\nsuch Loan shall be payable on the effective date of such conversion.<\/p>\n<\/p>\n

(g) All interest hereunder shall be computed on the basis of a year of 360
\ndays, except that interest computed by reference to the Alternate Base Rate at
\ntimes<\/p>\n<\/p>\n<\/p>\n

28<\/p>\n

\n

\n<\/p>\n

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

SECTION 2.14. Alternate Rate of Interest.<\/u> If prior to the commencement
\nof any Interest Period for a Eurocurrency Borrowing:<\/p>\n<\/p>\n

(a) the Administrative Agent determines (which determination shall be
\nconclusive absent manifest error) that adequate and reasonable means do not
\nexist for ascertaining the LIBO Rate for such Interest Period; or<\/p>\n<\/p>\n

(b) the Administrative Agent is advised by a majority in interest of the
\nLenders that would participate in such Borrowing that the LIBO Rate for such
\nInterest Period will not adequately and fairly reflect the cost to such Lenders
\nof making or maintaining their Loans included in such Borrowing for such
\nInterest Period;<\/p>\n<\/p>\n

then the Administrative Agent shall give notice thereof to the applicable
\nBorrower and the applicable Lenders by telephone or telecopy as promptly as
\npracticable thereafter and, until the Administrative Agent notifies the
\napplicable Borrower and the applicable Lenders that the circumstances giving
\nrise to such notice no longer exist, (i) any Interest Election Request that
\nrequests the conversion of any Borrowing to, or continuation of any Borrowing
\nas, a Eurocurrency Borrowing shall be ineffective, and any Eurocurrency
\nBorrowing that is requested to be continued shall be repaid on the last day of
\nthe then current Interest Period applicable thereto, and (ii) any Borrowing
\nRequest for a Eurocurrency Borrowing shall be ineffective.<\/p>\n<\/p>\n

SECTION 2.15. Increased Costs.<\/u> (a) If any Change in Law or the
\napplicability of any Statutory Reserves shall:<\/p>\n<\/p>\n

(i) impose, modify or deem applicable any reserve, special deposit or similar
\nrequirement against assets of, deposits with or for the account of, or credit
\nextended by, any Lender; or<\/p>\n<\/p>\n

(ii) impose on any Lender or the London interbank market any other condition
\naffecting this Agreement or Eurocurrency Loans made by such Lender or
\nparticipations therein;<\/p>\n<\/p>\n

and the result of any of the foregoing shall be to increase the cost to such
\nLender of making or maintaining any Eurocurrency Loan (or of maintaining its
\nobligation to make any such Loan) or to reduce the amount of any sum received or
\nreceivable by such Lender hereunder (whether of principal, interest or
\notherwise), then the Company will pay or cause the other Borrowers to pay to
\nsuch Lender such additional amount or<\/p>\n<\/p>\n<\/p>\n

29<\/p>\n

\n

\n<\/p>\n

amounts as will compensate such Lender for such additional costs incurred or
\nreduction suffered.<\/p>\n<\/p>\n

(b) If any Lender reasonably determines that any Change in Law regarding
\ncapital requirements has or would have the effect of reducing the rate of return
\non such Lender’s capital or on the capital of such Lender’s holding company, if
\nany, as a consequence of this Agreement or the Loans made by, such Lender, to a
\nlevel below that which such Lender or such Lender’s holding company could have
\nachieved but for such Change in Law (taking into consideration such Lender’s
\npolicies and the policies of such Lender’s holding company with respect to
\ncapital adequacy), then from time to time the Company will pay or cause the
\nother Borrowers to pay to such Lender, as the case may be, such additional
\namount or amounts as will compensate such Lender or such Lender’s holding
\ncompany for any such reduction suffered.<\/p>\n<\/p>\n

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

(d) Failure or delay on the part of any Lender to demand compensation
\npursuant to this Section shall not constitute a waiver of such Lender’s right to
\ndemand such compensation; provided<\/u> that the Company shall not be required
\nto compensate a Lender pursuant to this Section for any increased costs or
\nreductions incurred more than 180 days prior to the date that such Lender
\nnotifies the Borrower of the Change in Law giving rise to such increased costs
\nor reductions and delivers a certificate with respect thereto as provided in
\nparagraph (c) above; provided<\/u> further<\/u> that, if the Change in Law
\ngiving rise to such increased costs or reductions is retroactive, then the
\n180-day period referred to above shall be extended to include the period of
\nretroactive effect thereof.<\/p>\n<\/p>\n

SECTION 2.16. Break Funding Payments.<\/u> In the event of (a) the payment
\nof any principal of any Eurocurrency Loan or Fixed Rate Loan other than on the
\nlast day of an Interest Period applicable thereto (including as a result of an
\nEvent of Default), (b) the conversion of any Eurocurrency Loan to a Loan of a
\ndifferent Type or Interest Period other than on the last day of the Interest
\nPeriod applicable thereto, (c) the failure to borrow, convert, continue or
\nprepay any Loan on the date specified in any notice delivered pursuant hereto
\n(regardless of whether such notice may be revoked under<\/p>\n<\/p>\n<\/p>\n

30<\/p>\n

\n

\n<\/p>\n

Section 2.11(d) and is revoked in accordance therewith), or (d) the
\nassignment or deemed assignment of any Eurocurrency Loan or Fixed Rate Loan
\nother than on the last day of the Interest Period applicable thereto as a result
\nof a request by the Company pursuant to Section 2.19, then, in any such event,
\nthe applicable Borrower shall compensate each Lender for the loss, cost and
\nexpense attributable to such event. In the case of a Eurocurrency Loan such
\nloss, cost or expense to any Lender shall be deemed to include an amount
\ndetermined by such Lender to be the excess, if any, of (i) the amount of
\ninterest that would have accrued on the principal amount of such Loan had such
\nevent not occurred, at the LIBO Rate that would have been applicable to such
\nLoan, for the period from the date of such event to the last day of the then
\ncurrent Interest Period therefor (or, in the case of a failure to borrow,
\nconvert or continue, for the period that would have been the Interest Period for
\nsuch Loan), over (ii) the amount of interest that would accrue on such principal
\namount for such period at the interest rate such Lender would bid were it to
\nbid, at the commencement of such period, for deposits of a comparable amount and
\nperiod from other banks in the London interbank market. A certificate of any
\nLender setting forth any amount or amounts that such Lender is entitled to
\nreceive pursuant to this Section, and setting forth in reasonable detail the
\ncalculations used by such Lender to determine such amount or amounts, shall be
\ndelivered to the applicable Borrower and shall be conclusive absent manifest
\nerror. The applicable Borrower shall pay such Lender the amount shown as due on
\nany such certificate within 15 Business Days after receipt thereof.<\/p>\n<\/p>\n

SECTION 2.17. Taxes.<\/u> (a) Any and all payments by or on account of any
\nBorrower in respect of any Obligation hereunder or under any other Loan Document
\nshall be made free and clear of and without deduction for any Indemnified Taxes
\nor Other Taxes; provided<\/u> that if any Borrower shall be required to deduct
\nany Indemnified Taxes or Other Taxes from such payments, then (i) the sum
\npayable shall be increased as necessary so that after making all required
\ndeductions (including deductions applicable to additional sums payable under
\nthis Section) the Administrative Agent or the applicable Lender, as the case may
\nbe, receives an amount equal to the sum it would have received had no such
\ndeductions been made, (ii) such Borrower shall make such deductions and (iii)
\nsuch Borrower shall pay the full amount deducted to the relevant Governmental
\nAuthority in accordance with applicable law.<\/p>\n<\/p>\n

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant
\nGovernmental Authority in accordance with applicable law.<\/p>\n<\/p>\n

(c) The relevant Borrower shall indemnify the Administrative Agent and each
\nLender, within 15 Business Days after written demand therefor, for the full
\namount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent
\nor such Lender, as the case may be, on or with respect to any payment by or on
\naccount of any obligation of any Borrower hereunder or under any other Loan
\nDocument (including Indemnified Taxes or Other Taxes imposed or asserted on or
\nattributable to amounts payable under this Section) and any penalties, interest
\nand reasonable expenses arising<\/p>\n<\/p>\n<\/p>\n

31<\/p>\n

\n

\n<\/p>\n

therefrom or with respect thereto, whether or not such Indemnified Taxes or
\nOther Taxes were correctly or legally imposed or asserted by the relevant
\nGovernmental Authority. A certificate as to the amount of such payment or
\nliability setting forth in reasonable detail the circumstances giving rise
\nthereto and the calculations used by such Lender to determine the amount thereof
\ndelivered to the Company by a Lender, or by the Administrative Agent, on its own
\nbehalf or on behalf of a Lender, shall be conclusive absent manifest error.<\/p>\n<\/p>\n

(d) As soon as practicable after any payment of Indemnified Taxes or Other
\nTaxes by any Borrower to a Governmental Authority, such Borrower shall deliver
\nto the Administrative Agent the original or a certified copy of a receipt issued
\nby such Governmental Authority evidencing such payment, a copy of the return
\nreporting such payment or other evidence of such payment reasonably satisfactory
\nto the Administrative Agent.<\/p>\n<\/p>\n

(e) (i) Any Lender that is entitled to an exemption from or reduction of
\nwithholding tax under the law of the jurisdiction in which a Borrower is
\nlocated, or any treaty to which such jurisdiction is a party, with respect to
\npayments under this Agreement shall deliver to the Company (with a copy to the
\nAdministrative Agent), at the time or times prescribed by applicable law, such
\nproperly completed and executed documentation prescribed by applicable law or
\nreasonably requested by the Company as will permit such payments to be made
\nwithout withholding or at a reduced rate; provided<\/u> that such Lender has
\nreceived written notice from the Company advising it of the availability of such
\nexemption or reduction and containing all applicable documentation.<\/p>\n<\/p>\n

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

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
\nSetoffs.<\/u> (a) Except as agreed by the relevant Borrower and the applicable
\nLenders with respect to Contract Loans, each Borrower shall make each payment
\nrequired to be made<\/p>\n<\/p>\n<\/p>\n

32<\/p>\n

\n

\n<\/p>\n

by it hereunder or under any other Loan Document (whether of principal,
\ninterest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or
\notherwise) prior to 12:00 noon, New York City time, on the date when due, in
\nimmediately available funds, without set-off or counterclaim. Any amounts
\nreceived after such time (or any other applicable time agreed by the relevant
\nBorrower and the applicable Lenders with respect to Contract Loans) on any date
\nmay, in the discretion of the Administrative Agent, be deemed to have been
\nreceived on the next succeeding Business Day for purposes of calculating
\ninterest thereon. All such payments shall be made to the Administrative Agent to
\nthe applicable account specified in Schedule 2.18 for the account of the
\napplicable Lenders or, in any such case, to such other account as the
\nAdministrative Agent shall from time to time specify in a notice delivered to
\nthe Company and the applicable Borrower; provided<\/u> that payments to the
\napplicable Lenders in respect of Contract Loans and payments pursuant to
\nSections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons
\nentitled thereto and payments pursuant to other Loan Documents shall be made to
\nthe Persons specified therein (it being agreed that the Borrowers will be deemed
\nto have satisfied their obligations with respect to payments referred to in this
\nproviso if they shall make such payments to the persons entitled thereto in
\naccordance with instructions provided by the Administrative Agent; the
\nAdministrative Agent agrees to provide such instructions upon request, and no
\nBorrower will be deemed to have failed to make such a payment if it shall
\ntransfer such payment to an improper account or address as a result of the
\nfailure of the Administrative Agent to provide proper instructions). The
\nAdministrative Agent shall distribute any such payments received by it for the
\naccount of any Lender or other Person promptly, in accordance with customary
\nbanking practices, following receipt thereof at the appropriate lending office
\nor other address specified by such Lender or other Person. If any payment
\nhereunder shall be due on a day that is not a Business Day, the date for payment
\nshall be extended to the next succeeding Business Day, and, in the case of any
\npayment accruing interest, interest thereon shall be payable for the period of
\nsuch extension. All payments hereunder shall be made in US Dollars. Any payment
\nrequired to be made by the Administrative Agent hereunder shall be deemed to
\nhave been made by the time required if the Administrative Agent shall, at or
\nbefore such time, have taken the necessary steps to make such payment in
\naccordance with the regulations or operating procedures of the clearing or
\nsettlement system used by the Administrative Agent to make such payment.<\/p>\n<\/p>\n

(b) If any Lender shall, by exercising any right of set-off or counterclaim
\nor otherwise, obtain payment in respect of any principal of or interest on its
\nLoans resulting in such Lender receiving payment of a greater proportion of the
\naggregate amount of its Loans and accrued interest thereon than the proportion
\nreceived by any other Lender, then the Lender receiving such greater proportion
\nshall purchase (for cash at face value) participations in the Loans of other
\nLenders to the extent necessary so that the benefit of all such payments shall
\nbe shared by the Lenders ratably in accordance with the aggregate amount of
\ntheir Loans and accrued interest thereon; provided<\/u> that (i) if any such
\nparticipations are purchased and all or any portion of the payment giving rise
\nthereto is recovered, such participations shall be rescinded and the purchase
\nprice restored to the<\/p>\n<\/p>\n<\/p>\n

33<\/p>\n

\n

\n<\/p>\n

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

(c) Unless the Administrative Agent shall have received notice from the
\nrelevant Borrower prior to the date on which any payment is due for the account
\nof all or certain of the Lenders hereunder that such Borrower will not make such
\npayment, the Administrative Agent may assume that such Borrower has made such
\npayment on such date in accordance herewith and may, in reliance upon such
\nassumption, distribute to the applicable Lenders , as the case may be, the
\namount due. In such event, if such Borrower has not in fact made such payment,
\nthen each of the applicable Lenders severally agrees to repay to the
\nAdministrative Agent forthwith on demand the amount so distributed to such
\nLender with interest thereon, for each day from and including the date such
\namount is distributed to it to but excluding the date of payment to the
\nAdministrative Agent, at a rate determined by the Administrative Agent in
\naccordance with banking industry practices on interbank compensation.<\/p>\n<\/p>\n

(d) If any Lender shall fail to make any payment required to be made by it to
\nthe Administrative Agent pursuant to this Agreement, then the Administrative
\nAgent may, in its discretion (notwithstanding any contrary provision hereof),
\napply any amounts thereafter received by it for the account of such Lender to
\nsatisfy such Lender’s obligations to the Administrative Agent until all such
\nunsatisfied obligations are fully paid.<\/p>\n<\/p>\n

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.<\/u> (a) If
\nany Lender requests compensation under Section 2.15, or if any Borrower is
\nrequired to pay any additional amount to any Lender or any Governmental
\nAuthority for the account of any Lender pursuant to Section 2.17, then such
\nLender shall consult with the Company regarding any actions that could be taken
\nto reduce amounts payable under such Sections and the costs of taking such
\nactions and shall, at the request of the Company following such consultations,
\nuse reasonable efforts to designate a different lending office for funding or
\nbooking its Loans hereunder or to assign its rights and obligations hereunder to
\nanother of its offices, branches or affiliates, if, in the judgment of such
\nLender, such<\/p>\n<\/p>\n<\/p>\n

34<\/p>\n

\n

\n<\/p>\n

designation or assignment (i) would eliminate or reduce amounts payable
\npursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii)
\nwould not subject such Lender to any unreimbursed cost or expense and would not
\notherwise be disadvantageous to such Lender. The Company hereby agrees to pay
\nall reasonable, direct, out-of-pocket costs and expenses incurred by any Lender
\nin connection with any such designation or assignment.<\/p>\n<\/p>\n

(b) (b) If (i) any Lender requests compensation under Section 2.15, (ii) any
\nBorrower is required to pay any additional amount to any Lender or any
\nGovernmental Authority for the account of any Lender pursuant to Section 2.17,
\n(iii) any Lender becomes a Defaulting Lender or (iv) any Lender delivers a
\nNotice of Illegality pursuant to Section 2.20, then the Company may, at its sole
\nexpense and effort, upon notice to such Lender and the Administrative Agent,
\nrequire such Lender to assign and delegate, without recourse (in accordance with
\nand subject to the restrictions contained in Section 10.04), all its interests,
\nrights and obligations under the Loan Documents to an assignee that shall assume
\nsuch obligations (which assignee may be another Lender, if a Lender accepts such
\nassignment); provided<\/u> that (i) the Company shall have received the prior
\nwritten consent of the Administrative Agent, which consent shall not be
\nunreasonably withheld, (ii) such Lender shall have received payment of an amount
\nequal to the outstanding principal of its Loans, accrued interest thereon,
\naccrued fees and all other amounts payable to it hereunder, from the assignee or
\nthe Company and (iii) in the case of any such assignment and delegation
\nresulting from the delivery of a Notice of Illegality under Section 2.20, it
\nshall not be unlawful under Federal or applicable state or foreign law for the
\nassignee to make Loans or otherwise extend credit to or do business with the
\nSubsidiary in respect of which such Notice of Illegality has been delivered. A
\nLender shall not be required to make any such assignment and delegation if,
\nprior thereto, as a result of a waiver by such Lender or otherwise, the
\ncircumstances entitling the Company to require such assignment and delegation
\ncease to apply.<\/p>\n<\/p>\n

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

35<\/p>\n

\n

\n<\/p>\n

Agreement be a Borrowing Subsidiary and a party to this Agreement until the
\nCompany shall have executed and delivered to the Administrative Agent a
\nBorrowing Subsidiary Termination with respect to such Subsidiary, whereupon such
\nSubsidiary shall cease to be a Borrowing Subsidiary and a party to this
\nAgreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary
\nTermination will become effective as to any Borrowing Subsidiary at a time when
\nany principal of or interest on any Loan to such Borrowing Subsidiary shall be
\noutstanding hereunder, provided<\/u> that such Borrowing Subsidiary
\nTermination shall be effective to terminate the right of such Borrowing
\nSubsidiary to make further Borrowings under this Agreement. As soon as
\npracticable upon receipt of a Borrowing Subsidiary Agreement, the Administrative
\nAgent shall send a copy thereof to each Lender.<\/p>\n<\/p>\n

SECTION 2.21. Defaulting Lenders<\/u>. (a) Notwithstanding any provision of
\nthis Agreement to the contrary, if any Lender becomes a Defaulting Lender, then
\n(i) commitment fees shall cease to accrue on the unused portion of the
\nCommitment of such Defaulting Lender pursuant to Section 2.12(a); and (ii) the
\nCommitment and Revolving Loan Exposure of such Defaulting Lender shall be
\ndisregarded for purposes of any determination of whether the Required Lenders or
\nother requisite Lenders have taken or may take any action hereunder (including
\nany consent to any amendment or waiver pursuant to Section 10.02);
\nprovided<\/u> that any waiver, amendment or modification requiring the consent
\nof all Lenders or each affected Lender shall require the consent of such
\nDefaulting Lender.<\/p>\n<\/p>\n

(b) In the event that the Administrative Agent and the Company shall agree
\nthat a Defaulting Lender has adequately remedied all matters that caused such
\nLender to be a Defaulting Lender, then on such date such Lender shall fund its
\nLoan to each Borrower or purchase at par Loans of the other Lenders (other than
\nCompetitive Loans), in each case as the Administrative Agent shall determine may
\nbe necessary in order for such Lender to hold such Loans ratably in accordance
\nwith its Commitment. Such Lender shall cease to be a Defaulting Lender upon
\nremedying all matters to the satisfaction of the Administrative Agent and the
\nBorrower that caused such Lender to be a Defaulting Lender, including the
\nfunding of any Loan or the closing of the purchase of any Loan necessary in
\norder for such Lender to hold such Loans ratably in accordance with its
\nCommitment.<\/p>\n<\/p>\n

ARTICLE III<\/p>\n

\n<\/p>\n

\n

Representations and Warranties<\/u><\/p>\n

\n

The Company and each other Borrower represents and warrants to the Lenders
\nthat:<\/p>\n<\/p>\n

SECTION 3.01. Organization; Powers.<\/u> The Company and each of the
\nMaterial Subsidiaries is duly organized, validly existing and in good standing
\nunder the laws of the jurisdiction of its incorporation, has all requisite power
\nand authority to carry<\/p>\n<\/p>\n<\/p>\n

36<\/p>\n

\n

\n<\/p>\n

on its business as now conducted and, except where the failure to do so,
\nindividually or in the aggregate, could not reasonably be expected to result in
\na Material Adverse Effect, is qualified to do business in, and is in good
\nstanding in, every jurisdiction where such qualification is required.<\/p>\n<\/p>\n

SECTION 3.02. Authorization; Enforceability.<\/u> The Transactions are
\nwithin the Company’s and each other Borrower’s corporate powers and have been
\nduly authorized by all necessary corporate and, if required, stockholder action.
\nThis Agreement has been duly executed and delivered by the Company and each
\nother Borrower and constitutes a legal, valid and binding obligation of each of
\nthem, enforceable in accordance with its terms, subject to applicable
\nbankruptcy, insolvency, reorganization, moratorium or other laws affecting
\ncreditors’ rights generally and subject to general principles of equity,
\nregardless of whether considered in a proceeding in equity or at law.<\/p>\n<\/p>\n

SECTION 3.03. Governmental Approvals; No Conflicts.<\/u> The Transactions
\n(a) do not require any consent or approval of, registration or filing with, or
\nany other action by, any Governmental Authority, except such as have been
\nobtained or made and are in full force and effect and except as may be required
\nunder applicable securities laws and regulations, (b) will not violate any
\napplicable law or regulation or the charter, by-laws or other organizational
\ndocuments of the Company or any other Borrower or any order of any Governmental
\nAuthority, (c) will not violate or result in a default under any indenture,
\nagreement or other instrument binding upon the Company or any Subsidiary or
\ntheir assets, or give rise to a right thereunder to require any payment to be
\nmade by the Company or any Subsidiary, and (d) will not result in the creation
\nor imposition of any Lien on any asset of the Company or any Subsidiary.<\/p>\n<\/p>\n

SECTION 3.04. Financial Condition; No Material Adverse Change.<\/u><\/p>\n<\/p>\n

(a) The Company has heretofore furnished to the Lenders its consolidated
\nbalance sheet and statements of income, stockholders’ equity and cash flows as
\nof and for the fiscal year ended June 30, 2010 (the “Annual Financial
\nStatements<\/u>“), reported on by Deloitte & Touche LLP, independent
\nregistered public accountants, certified by its chief financial officer and its
\nconsolidated balance sheet and statements of income, stockholders’ equity and
\ncash flows as of and for the fiscal quarters ended September 30, 2010, December
\n31, 2010 and March 31, 2011 (collectively, the “Quarterly Financial
\nStatements<\/u>“), certified by one of its Financial Officers. The Annual
\nFinancial Statements and the Quarterly Financial Statements present fairly, in
\nall material respects, the financial position and results of operations and cash
\nflows of the Company and the consolidated Subsidiaries as of such dates and for
\nsuch periods in accordance with GAAP, subject to, in the case of the Quarterly
\nFinancial Statements, normal year-end adjustments and the absence of footnotes.\n<\/p>\n<\/p>\n<\/p>\n

37<\/p>\n

\n

\n<\/p>\n<\/p>\n

(b) Since March 31, 2011, there has been no material adverse change in the
\nbusiness, assets, operations, prospects or condition, financial or otherwise, of
\nthe Company and the Subsidiaries, taken as a whole.<\/p>\n<\/p>\n

SECTION 3.05. Properties.<\/u> The Company and each Material Subsidiary has
\ngood title to, or valid leasehold interests in, all its real and personal
\nproperty material to its business, except for minor defects in title that do not
\ninterfere with its ability to conduct its business as currently conducted or to
\nutilize such properties for their intended purposes and except where the failure
\nto do so, individually or in the aggregate, could not reasonably be expected to
\nresult in a Material Adverse Effect.<\/p>\n<\/p>\n

SECTION 3.06. Litigation and Environmental Matters.<\/u> (a) There are no
\nactions, suits or proceedings by or before any arbitrator or Governmental
\nAuthority pending against or, to the knowledge of the Company, threatened
\nagainst or affecting the Company and its Subsidiaries (i) as to which there is a
\nreasonable possibility of an adverse determination and that, if adversely
\ndetermined, could reasonably be expected, individually or in the aggregate, to
\nresult in a Material Adverse Effect or (ii) that involve this Agreement or the
\nTransactions.<\/p>\n<\/p>\n

(b) Except with respect to any other matters that, individually or in the
\naggregate, could not reasonably be expected to result in a Material Adverse
\nEffect, none of the Company and the Subsidiaries (i) has failed to comply with
\nany Environmental Law or to obtain, maintain or comply with any permit, license
\nor other approval required under any Environmental Law, (ii) has become subject
\nto any Environmental Liability, (iii) has received notice of any claim with
\nrespect to any Environmental Liability or (iv) knows of any basis for any
\nEnvironmental Liability.<\/p>\n<\/p>\n

SECTION 3.07. Compliance with Laws and Agreements.<\/u> The Company and
\neach Material Subsidiary is in compliance with all laws, regulations and orders
\nof any Governmental Authority applicable to it or its property and all
\nindentures, agreements and other instruments binding upon it or its property,
\nexcept where the failure to be in compliance, individually or in the aggregate,
\ncould not reasonably be expected to result in a Material Adverse Effect.<\/p>\n<\/p>\n

SECTION 3.08. Federal Reserve Regulations.<\/u> (a) Neither any Borrower
\nnor any Subsidiary is engaged principally, or as a substantial part of its
\nactivities, in the business of extending credit for the purpose of purchasing or
\ncarrying Margin Stock (within the meaning of Regulation U).<\/p>\n<\/p>\n

(b) No part of the proceeds of any Loan has been or will be used, whether
\ndirectly or indirectly, and whether immediately, incidentally or ultimately, to
\npurchase or carry Margin Stock (as defined in Regulation U of the Board) or to
\nrefinance<\/p>\n<\/p>\n<\/p>\n

38<\/p>\n

\n

\n<\/p>\n

Indebtedness originally incurred for such purpose, or in any manner or for
\nany purpose that has resulted or will result in a violation of Regulation T, U
\nor X of the Board.<\/p>\n<\/p>\n

SECTION 3.09. Investment Company Status.<\/u> Neither any Borrower nor any
\nof the Subsidiaries is an “investment company” as defined in, or subject to
\nregulation under, the Investment Company Act of 1940.<\/p>\n<\/p>\n

SECTION 3.10. Taxes.<\/u> The Company and the Material Subsidiaries have
\ntimely filed or caused to be filed all Tax returns and reports required to have
\nbeen filed and have paid or caused to be paid all Taxes required to have been
\npaid by them, except (a) any Taxes that are being contested in good faith by
\nappropriate proceedings and for which the Company or such Subsidiary has set
\naside on its books adequate reserves or (b) to the extent that the failure to do
\nso could not reasonably be expected to result in a Material Adverse Effect.<\/p>\n<\/p>\n

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

SECTION 3.12. Disclosure.<\/u> Neither the Confidential Information
\nMemorandum nor any of the other reports, financial statements, certificates or
\nother information furnished by or on behalf of the Borrowers to the
\nAdministrative Agent or any Lender in connection with the negotiation of this
\nAgreement or delivered hereunder (as modified or supplemented by other
\ninformation so furnished) contains any material misstatement of fact or omits to
\nstate any material fact necessary to make the statements therein, in the light
\nof the circumstances under which they were made, not misleading.<\/p>\n<\/p>\n

ARTICLE IV<\/p>\n

\n<\/p>\n

\n

Conditions<\/u><\/p>\n

\n

SECTION 4.01. Effective Date.<\/u> This Agreement shall become effective on
\nthe date on which each of the following conditions is satisfied (or waived in
\naccordance with Section 10.02):<\/p>\n<\/p>\n<\/p>\n

39<\/p>\n

\n

\n<\/p>\n<\/p>\n

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

(b) The Administrative Agent shall have received a favorable written opinion
\n(addressed to the Administrative Agent and the Lenders and dated the Effective
\nDate) of Michael A. Bonarti, Esq., General Counsel of the Company, substantially
\nin the form of Exhibit D, and covering such other matters relating to the
\nCompany, this Agreement or the Transactions as the Required Lenders shall
\nreasonably request. The Company hereby requests such counsel to deliver such
\nopinion.<\/p>\n<\/p>\n

(c) The Administrative Agent shall have received such documents and
\ncertificates as the Administrative Agent or its counsel may reasonably request
\nrelating to the organization, existence and good standing of the Borrowers, the
\nauthorization of the Transactions and any other legal matters relating to the
\nBorrowers, this Agreement or the Transactions, all in form and substance
\nsatisfactory to the Administrative Agent and its counsel.<\/p>\n<\/p>\n

(d) The Administrative Agent shall have received a certificate, dated the
\nEffective Date and signed by the President, a Vice President or a Financial
\nOfficer of the Company, confirming compliance with the conditions set forth in
\nparagraphs (a) and (b) of Section 4.02 (without giving effect to the
\nparenthetical in such paragraph (a)).<\/p>\n<\/p>\n

(e) The Administrative Agent shall have received all fees and other amounts
\ndue and payable on or prior to the Effective Date, including, to the extent
\ninvoiced, reimbursement or payment of all out-of-pocket expenses required to be
\nreimbursed or paid by the Company hereunder.<\/p>\n<\/p>\n

(f) The commitments under the Existing Credit Agreements shall have been or
\nshall simultaneously be terminated and the principal of and interest accrued on
\nall loans outstanding thereunder and all fees and other amounts accrued or owing
\nthereunder shall have been or shall simultaneously be paid in full.<\/p>\n<\/p>\n

The Administrative Agent shall notify the Company and the Lenders of the
\nEffective Date, and such notice shall be conclusive and binding. Notwithstanding
\nthe foregoing, the obligations of the Lenders to make Loans shall not become
\neffective unless each of<\/p>\n<\/p>\n<\/p>\n

40<\/p>\n

\n

\n<\/p>\n

the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
\nat or prior to 5:00 p.m., New York City time, on June 22, 2011 (and, in the
\nevent such conditions are not so satisfied or waived, the Commitments shall
\nterminate at such time).<\/p>\n<\/p>\n

SECTION 4.02. Each Credit Event.<\/u> The obligation of each Lender to make
\na Loan on the occasion of any Borrowing is subject to the satisfaction of the
\nfollowing conditions:<\/p>\n<\/p>\n

(a) The representations and warranties of the Borrowers set forth in this
\nAgreement (other than the representations set forth in Sections 3.04(b) and
\n3.06(a)) shall be true and correct in all material respects on and as of the
\ndate of such Borrowing.<\/p>\n<\/p>\n

(b) At the time of and immediately after giving effect to such Borrowing, no
\nDefault shall have occurred and be continuing.<\/p>\n<\/p>\n

Each Borrowing shall be deemed to constitute a representation and warranty by
\nthe Borrowers on the date thereof as to the matters specified in paragraphs (a)
\nand (b) of this Section.<\/p>\n<\/p>\n

SECTION 4.03. Initial Credit Event for each Borrowing Subsidiary.<\/u> The
\nobligation of each Lender to make Loans to any Borrowing Subsidiary is subject
\nto the satisfaction of the following conditions:<\/p>\n<\/p>\n

(a) The Administrative Agent (or its counsel) shall have received a Borrowing
\nSubsidiary Agreement of such Borrowing Subsidiary duly executed by all parties
\nthereto.<\/p>\n<\/p>\n

(b) The Administrative Agent shall have received such documents and
\ncertificates as the Administrative Agent or its counsel may reasonably request
\nrelating to the formation, existence and good standing of such Borrowing
\nSubsidiary, the authorization of the Transactions insofar as they relate to such
\nBorrowing Subsidiary and any other legal matters relating to such Borrowing
\nSubsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form
\nand substance satisfactory to the Administrative Agent and its counsel.<\/p>\n<\/p>\n

ARTICLE V<\/p>\n

\n<\/p>\n

\n

Affirmative Covenants<\/u><\/p>\n

\n

Until the Commitments have expired or been terminated and the principal of
\nand interest on each Loan and all fees and other amounts payable hereunder shall
\nhave been paid in full, the Company and each other Borrower covenants and agrees
\nwith the Lenders that:<\/p>\n<\/p>\n<\/p>\n

41<\/p>\n

\n

\n<\/p>\n<\/p>\n

SECTION 5.01. Financial Statements and Other Information.<\/u> The Company
\nwill furnish to the Administrative Agent:<\/p>\n<\/p>\n

(a) within 90 days after the end of each fiscal year of the Company, its
\naudited consolidated balance sheet and related statements of operations,
\nstockholders’ equity and cash flows as of the end of and for such year, setting
\nforth in each case in comparative form the figures for the previous fiscal year,
\nall reported on by Deloitte & Touche LLP or other independent public
\naccountants of recognized national standing (without a “going concern” or like
\nqualification or exception and without any qualification or exception as to the
\nscope of such audit) to the effect that such consolidated financial statements
\npresent fairly in all material respects the financial condition and results of
\noperations of the Company and its consolidated subsidiaries on a consolidated
\nbasis in accordance with GAAP consistently applied;<\/p>\n<\/p>\n

(b) within 45 days after the end of each of the first three fiscal quarters
\nof each fiscal year of the Company, its consolidated balance sheet and related
\nstatements of operations, stockholders’ equity and cash flows as of the end of
\nand for such fiscal quarter and the then elapsed portion of the fiscal year,
\nsetting forth in each case in comparative form the figures for the corresponding
\nperiod or periods of (or, in the case of the balance sheet, as of the end of)
\nthe previous fiscal year, all certified by one of its Financial Officers as
\npresenting fairly in all material respects the financial condition and results
\nof operations of the Company and its consolidated subsidiaries on a consolidated
\nbasis in accordance with GAAP consistently applied, subject to normal year-end
\naudit adjustments and the absence of footnotes;<\/p>\n<\/p>\n

(c) concurrently with any delivery of financial statements under clause (a)
\nor (b) above, a certificate of a Financial Officer of the Company certifying as
\nto whether a Default has occurred and, if a Default has occurred, specifying the
\ndetails thereof and any action taken or proposed to be taken with respect
\nthereto;<\/p>\n<\/p>\n

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

(e) promptly following any request therefor, such other information regarding
\nthe operations, business affairs and financial condition of the Company or any
\nof its subsidiaries, or compliance with the terms of this Agreement, as the
\nAdministrative Agent or any Lender may reasonably request.<\/p>\n<\/p>\n<\/p>\n

42<\/p>\n

\n

\n<\/p>\n

Reports required to be delivered pursuant to subsections (a), (b) and (d) of
\nthis Section 5.01 shall be deemed to have been delivered on the date on which
\nthe Company posts such reports on the Company’s website on the Internet at
\nwww.adp.com or when such report is posted on the SEC’s website at www.sec.gov;
\nprovided<\/u> that the Company shall deliver paper copies of the reports
\nreferred to in subsection (a), (b) and (d) of this Section 5.01 to the
\nAdministrative Agent or any Lender who requests the Company to deliver such
\npaper copies until written notice to cease delivering paper copies is given by
\nthe Administrative Agent or such Lender. The Administrative Agent shall promptly
\nmake available to each Lender a copy of the certificate to be delivered pursuant
\nto subsection (c) of this Section 5.01 by posting such certificate on IntraLinks
\nor by other similar means.<\/p>\n<\/p>\n

SECTION 5.02. Notices of Material Events.<\/u> The Company will furnish to
\nthe Administrative Agent and each Lender prompt written notice (in any case
\nwithin five Business Days) of the following:<\/p>\n<\/p>\n

(a) the occurrence of any Default;<\/p>\n<\/p>\n

(b) the filing or commencement of any action, suit or proceeding by or before
\nany arbitrator or Governmental Authority against or affecting the Company or any
\nSubsidiary as to which there is a reasonable possibility of an adverse
\ndetermination and that, if adversely determined, could reasonably be expected to
\nresult in a Material Adverse Effect; and<\/p>\n<\/p>\n

(c) any other development that results in, or could reasonably be expected to
\nresult in, a Material Adverse Effect.<\/p>\n<\/p>\n

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

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

SECTION 5.04. Payment of Taxes.<\/u> The Company will, and will cause each
\nMaterial Subsidiary to, pay its Tax liabilities, that, if not paid, could result
\nin a Material Adverse Effect before the same shall become delinquent or in
\ndefault, except where (a) the validity or amount thereof is being contested in
\ngood faith by appropriate<\/p>\n<\/p>\n<\/p>\n

43<\/p>\n

\n

\n<\/p>\n

proceedings, (b) the Company or such Subsidiary has set aside on its books
\nadequate reserves with respect thereto in accordance with GAAP and (c) the
\nfailure to make payment pending such contest could not reasonably be expected to
\nresult in a Material Adverse Effect.<\/p>\n<\/p>\n

SECTION 5.05. Maintenance of Properties.<\/u> The Company will, and will
\ncause each Material Subsidiary to, keep and maintain all property material to
\nthe conduct of its business in good working order and condition, ordinary wear
\nand tear excepted.<\/p>\n<\/p>\n

SECTION 5.06. Books and Records; Inspection Rights.<\/u> The Company will
\nkeep proper books of record and account in which full, true and correct entries
\nare made of all dealings and transactions in relation to its business and
\nactivities. The Company will permit any representatives designated by the
\nAdministrative Agent, or by any Lender through the Administrative Agent, at
\nreasonable times and upon reasonable prior notice, to visit and inspect its
\nproperties, to examine and make extracts from its books and records, and to
\ndiscuss its affairs, finances and condition with its officers.<\/p>\n<\/p>\n

SECTION 5.07. Compliance with Laws.<\/u> The Company will, and will cause
\neach Material Subsidiary to, comply with all laws, rules, regulations and orders
\nof any Governmental Authority applicable to it or its property (including ERISA
\nand environmental laws), except where the failure to do so, individually or in
\nthe aggregate, could not reasonably be expected to result in a Material Adverse
\nEffect.<\/p>\n<\/p>\n

SECTION 5.08. Use of Proceeds.<\/u> The proceeds of the Loans will be used
\nonly for general corporate purposes, including the refinancing of indebtedness
\nunder the Existing Credit Agreements. No part of the proceeds of any Loan will
\nbe used, whether directly or indirectly, to purchase or carry Margin Stock (as
\ndefined in Regulation U of the Board) or to refinance Indebtedness originally
\nincurred for such purpose, or in any manner or for any purpose that will result
\nin a violation of Regulation T, U or X of the Board.<\/p>\n<\/p>\n

ARTICLE VI<\/p>\n

\n<\/p>\n

\n

Negative Covenants<\/u><\/p>\n

\n

Until the Commitments have expired or terminated and the principal of and
\ninterest on each Loan and all fees and other amounts payable hereunder have been
\npaid in full, the Company and each other Borrower covenants and agrees with the
\nLenders that:<\/p>\n<\/p>\n

SECTION 6.01. Liens.<\/u> The Company will not, and will not permit any
\nSubsidiary to, create, incur, assume or permit to exist any Lien on any property
\nor asset now owned or hereafter acquired by it, or assign or sell any income or
\nrevenues (including accounts receivable) or rights in respect thereof, except:\n<\/p>\n<\/p>\n<\/p>\n

44<\/p>\n

\n

\n<\/p>\n<\/p>\n

(a) Permitted Encumbrances;<\/p>\n<\/p>\n

(b) any Lien on any property or asset of the Company or any Subsidiary
\nexisting on the date hereof and set forth in Schedule 6.01; provided<\/u>
\nthat (i) such Lien shall not apply to any other property or asset of any of the
\nBorrowers or any of their Subsidiaries and (ii) such Lien shall secure only
\nthose obligations which it secures on the date hereof and extensions, renewals
\nand replacements thereof that do not increase the outstanding principal amount
\nthereof;<\/p>\n<\/p>\n

(c) any Lien existing on any property or asset prior to the acquisition
\nthereof by the Company or any Subsidiary or existing on any property or asset of
\nany Person that becomes a Subsidiary after the date hereof prior to the time
\nsuch Person becomes a Subsidiary; provided<\/u> that (i) such Lien is not
\ncreated in contemplation of or in connection with such acquisition or such
\nPerson becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply
\nto any other property or assets of any of the Company or any Subsidiary and
\n(iii) such Lien shall secure only those obligations which it secures on the date
\nof such acquisition or the date such Person becomes a Subsidiary, as the case
\nmay be, and extensions, renewals and replacements thereof that do not increase
\nthe outstanding principal amount thereof;<\/p>\n<\/p>\n

(d) Liens on fixed or capital assets acquired, constructed or improved by the
\nCompany or any Subsidiary; provided<\/u> that (i) such Liens and the
\nIndebtedness secured thereby are incurred prior to or within 90 days after such
\nacquisition or the completion of such construction or improvement, (ii) the
\nIndebtedness secured thereby does not exceed the cost of acquiring, constructing
\nor improving such fixed or capital assets and (iii) such security interests
\nshall not apply to any other property or assets of the Company or any
\nSubsidiary;<\/p>\n<\/p>\n

(e) Liens on securities deemed to exist under repurchase agreements and
\nreverse repurchase agreements entered into by the Company and the Subsidiaries;
\nand<\/p>\n<\/p>\n

(f) other Liens not expressly permitted by clauses (a) through (d) above;
\nprovided<\/u> that the sum of (i) the aggregate principal amount of
\noutstanding obligations secured by Liens permitted under this clause (f) and
\n(ii) the Attributable Debt permitted by Section 6.02(b) does not at any time
\nexceed 25% of Consolidated Net Worth.<\/p>\n<\/p>\n

SECTION 6.02. Sale and Leaseback Transactions.<\/u> The Company will not,
\nand will not permit any of its Subsidiaries to, enter into any Sale and
\nLeaseback Transaction except:<\/p>\n<\/p>\n<\/p>\n

45<\/p>\n

\n

\n<\/p>\n<\/p>\n

(a) Sale and Leaseback Transactions to which the Borrower or any Subsidiary
\nis a party as of the date hereof; and<\/p>\n<\/p>\n

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

SECTION 6.03. Fundamental Changes.<\/u> Neither the Company nor any other
\nBorrower will merge into or consolidate with any other Person, or permit any
\nother Person to merge into or consolidate with it, or sell, transfer, lease or
\notherwise dispose of (in one transaction or in a series of transactions and
\nincluding by means of any merger or sale of capital stock or otherwise) all or
\nsubstantially all of its assets (whether now owned or hereafter acquired), or
\nliquidate or dissolve, except that, if at the time thereof and immediately after
\ngiving effect thereto no Default shall have occurred and be continuing or would
\nresult from such transaction, the Company or any Borrower may merge or
\nconsolidate with any Person if (a) the Company or such Borrower, as the case may
\nbe, is the surviving Person or (b) the surviving Person (i) is organized under
\nthe laws of The United States of America or, in the case of a merger or
\nconsolidation of a Borrower other than the Company, the jurisdiction of
\norganization of such Borrower, and (ii) assumes in writing all of the Company’s
\nor such Borrower’s obligations under this Agreement pursuant to documentation
\nreasonably satisfactory to the Administrative Agent, such satisfaction to be
\nbased solely upon the validity and enforceability of the assumption contained in
\nsuch documentation.<\/p>\n<\/p>\n

ARTICLE VII<\/p>\n

\n<\/p>\n

\n

Events of Default<\/u><\/p>\n

\n

If any of the following events (“Events of Default<\/u>“) shall occur:<\/p>\n<\/p>\n

(a) the Company or any other Borrower shall fail to pay any principal of any
\nLoan, when and as the same shall become due and payable, whether at the due date
\nthereof or at a date fixed for prepayment thereof or otherwise;<\/p>\n<\/p>\n

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

46<\/p>\n

\n

\n<\/p>\n

(c) any representation or warranty made or deemed made by or on behalf of the
\nCompany or any Borrower in or in connection with this Agreement or any amendment
\nor modification hereof or waiver hereunder, or in any report, certificate,
\nfinancial statement or other document furnished pursuant to or in connection
\nwith this Agreement or any amendment or modification hereof or waiver hereunder,
\nshall prove to have been incorrect in any material respect when made or deemed
\nmade;<\/p>\n<\/p>\n

(d) the Company or any Borrower shall fail to observe or perform any
\ncovenant, condition or agreement contained in Section 5.02, 5.03 (with respect
\nto the Company’s or such Borrower’s existence) or 5.08 or in Article VI;<\/p>\n<\/p>\n

(e) the Company or any Borrower shall fail to observe or perform any
\ncovenant, condition or agreement contained in this Agreement (other than those
\nspecified in clause (a), (b) or (d) of this Article), and such failure shall
\ncontinue unremedied for a period of 30 days after notice thereof from the
\nAdministrative Agent or any Lender to the Company;<\/p>\n<\/p>\n

(f) the Company or any Subsidiary shall default in the payment of any
\nMaterial Indebtedness when and as due, or any event or condition shall occur
\nthat results in any Material Indebtedness becoming due prior to its scheduled
\nmaturity; provided<\/u> that if the maturity of any Material Indebtedness of a
\nPerson acquired directly or indirectly by the Company after the date hereof
\nshall be accelerated by reason of such acquisition, no Event of Default under
\nthis paragraph (f) shall be deemed to have occurred with respect to such
\nMaterial Indebtedness so long as such acceleration shall have been rescinded, or
\nsuch Material Indebtedness shall have been repaid, within five Business Days
\nfollowing the date of such acceleration;<\/p>\n<\/p>\n

(g) an involuntary proceeding shall be commenced or an involuntary petition
\nshall be filed seeking (i) liquidation, reorganization or other relief in
\nrespect of the Company or any Material Subsidiary or its debts, or of a
\nsubstantial part of its assets, under any Federal, state or foreign bankruptcy,
\ninsolvency, receivership or similar law now or hereafter in effect or (ii) the
\nappointment of a receiver, trustee, custodian, sequestrator, conservator or
\nsimilar official for the Company or any Material Subsidiary or for a substantial
\npart of its assets, and, in any such case, such proceeding or petition shall
\ncontinue undismissed for 60 days or an order or decree approving or ordering any
\nof the foregoing shall be entered;<\/p>\n<\/p>\n

(h) the Company or any Material Subsidiary shall (i) voluntarily commence any
\nproceeding or file any petition seeking liquidation, reorganization or other
\nrelief under any Federal, state or foreign bankruptcy, insolvency, receivership
\nor similar law now or hereafter in effect, (ii) consent to the institution of,
\nor fail to contest in a timely and appropriate manner, any proceeding or
\npetition described in clause (g) of this Article, (iii) apply for or consent to
\nthe<\/p>\n<\/p>\n<\/p>\n

47<\/p>\n

\n

\n<\/p>\n

appointment of a receiver, trustee, custodian, sequestrator, conservator or
\nsimilar official for the Company or any Material Subsidiary or for a substantial
\npart of its assets, (iv) file an answer admitting the material allegations of a
\npetition filed against it in any such proceeding, (v) make a general assignment
\nfor the benefit of creditors or (vi) take any action for the purpose of
\neffecting any of the foregoing; or<\/p>\n<\/p>\n

(i) the Company or any Material Subsidiary shall become unable, admit in
\nwriting its inability, or fail generally, to pay its debts as they become due;\n<\/p>\n<\/p>\n

then, and in every such event (other than an event with respect to any
\nBorrower described in clause (g) or (h) of this Article), and at any time
\nthereafter during the continuance of such event, the Administrative Agent may,
\nand at the request of the Required Lenders shall, by notice to the Company, take
\neither or both of the following actions, at the same or different times: (i)
\nterminate the Commitments, and thereupon the Commitments shall terminate
\nimmediately, and (ii) declare the Loans then outstanding to be due and payable
\nin whole (or in part, in which case any principal or other amount not so
\ndeclared to be due and payable may thereafter be declared to be due and
\npayable), and thereupon the principal of the Loans so declared to be due and
\npayable, together with accrued interest thereon and all fees and other
\nobligations of the Borrowers accrued hereunder, shall become due and payable
\nimmediately, without presentment, demand, protest or other notice of any kind,
\nall of which are hereby waived by the Borrowers; and in case of any event with
\nrespect to any of the Borrowers described in clause (g) or (h) of this Article,
\nthe Commitments shall automatically terminate and the principal of the Loans
\nthen outstanding, together with accrued interest thereon and all fees and other
\nobligations of the Borrowers accrued hereunder, shall automatically become due
\nand payable, without presentment, demand, protest or other notice of any kind,
\nall of which are hereby waived by the Borrowers.<\/p>\n<\/p>\n

ARTICLE VIII<\/p>\n

\n<\/p>\n

\n

The Administrative Agent<\/u><\/p>\n

\n

In order to expedite the transactions contemplated by this Agreement, the
\nPerson named in the heading of this Agreement is hereby appointed to act as
\nAdministrative Agent on behalf of the Lenders. Each of the Lenders and each
\nassignee of any Lender hereby irrevocably authorizes the Administrative Agent to
\ntake such actions on behalf of such Lender or assignee and to exercise such
\npowers as are delegated to the Administrative Agent by the terms of the Loan
\nDocuments, together with such actions and powers as are reasonably incidental
\nthereto. The Administrative Agent is hereby expressly authorized by the Lenders,
\nwithout hereby limiting any implied authority, and by the Borrowers with respect
\nto clause (c) below, (a) to receive on behalf of the Lenders all payments of
\nprincipal of and interest on the Loans and all other amounts due to the Lenders
\nhereunder, and promptly to distribute to each Lender its proper share of each\n<\/p>\n<\/p>\n<\/p>\n

48<\/p>\n

\n

\n<\/p>\n

payment so received; (b) to give notice on behalf of each of the Lenders to
\nthe Company of any Default or Event of Default specified in this Agreement of
\nwhich the Administrative Agent has actual knowledge acquired in connection with
\nits agency hereunder; and (c) to distribute to each Lender copies of all
\nnotices, financial statements and other materials delivered by the Company or
\nany other Borrower pursuant to this Agreement or the other Loan Documents as
\nreceived by the Administrative Agent.<\/p>\n<\/p>\n

With respect to the Loans made by it hereunder, the Administrative Agent in
\nits individual capacity and not as Administrative Agent shall have the same
\nrights and powers as any other Lender and may exercise the same as though it
\nwere not the Administrative Agent, and the Administrative Agent and its
\nAffiliates may accept deposits from, lend money to and generally engage in any
\nkind of business with any of the Borrowers or any of their Subsidiaries or other
\nAffiliates thereof as if it were not the Administrative Agent.<\/p>\n<\/p>\n

The Administrative Agent shall not have any duties or obligations except
\nthose expressly set forth in the Loan Documents. Without limiting the generality
\nof the foregoing, (a) the Administrative Agent shall not be subject to any
\nfiduciary or other implied duties, regardless of whether a Default has occurred
\nand is continuing, (b) the Administrative Agent shall not have any duty to take
\nany discretionary action or exercise any discretionary powers, except
\ndiscretionary rights and powers expressly contemplated by the Loan Documents
\nthat the Administrative Agent is required to exercise upon receipt of notice in
\nwriting by the Required Lenders (or such other number or percentage of the
\nLenders as shall be necessary under the circumstances as provided in Section
\n10.02), and (c) except as expressly set forth in the Loan Documents, the
\nAdministrative Agent shall not have any duty to disclose, and the Administrative
\nAgent shall not be liable for the failure to disclose, any information relating
\nto any of the Borrowers or any of their Subsidiaries that is communicated to or
\nobtained by the institution serving as the Administrative Agent or any of its
\nAffiliates in any capacity. The Administrative Agent shall not be liable for any
\naction taken or not taken by it with the consent or at the request of the
\nRequired Lenders (or such other number or percentage of the Lenders as shall be
\nnecessary, or as the Administrative Agent shall believe in good faith to be
\nnecessary, under the circumstances as provided in Section 10.02) or in the
\nabsence of its own gross negligence or willful misconduct. The Administrative
\nAgent shall not be deemed to have knowledge of any Default unless and until
\nwritten notice thereof is given to the Administrative Agent by a Borrower (in
\nwhich case the Administrative Agent shall give written notice to each other
\nLender), and the Administrative Agent shall not be responsible for or have any
\nduty to ascertain or inquire into (i) any statement, warranty or representation
\nmade in or in connection with any Loan Document, (ii) the contents of any
\ncertificate, report or other document delivered hereunder or thereunder or in
\nconnection herewith or therewith, (iii) the performance or observance of any of
\nthe covenants, agreements or other terms or conditions set forth herein or
\ntherein, (iv) the validity, enforceability, effectiveness or genuineness of any
\nLoan Document or any other agreement, instrument or document or (v) the
\nsatisfaction of any condition set forth in<\/p>\n<\/p>\n<\/p>\n

49<\/p>\n

\n

\n<\/p>\n

Article IV or elsewhere in any Loan Document, other than to confirm receipt
\nof items expressly required to be delivered to the Administrative Agent.<\/p>\n<\/p>\n

The Administrative Agent shall be entitled to rely upon, and shall not incur
\nany liability for relying upon, any notice, request, certificate, consent,
\nstatement, instrument, document or other writing believed by it to be genuine
\nand to have been signed or sent by the proper Person. The Administrative Agent
\nalso may rely upon any statement made to it orally or by telephone and believed
\nby it to be made by the proper Person, and shall not incur any liability for
\nrelying thereon. The Administrative Agent may consult with legal counsel (who
\nmay be counsel for any Borrower), independent accountants and other experts
\nselected by it, and shall not be liable for any action taken or not taken by it
\nin accordance with the advice of any such counsel, accountants or experts.<\/p>\n<\/p>\n

The Administrative Agent may perform any and all its duties and exercise its
\nrights and powers by or through any one or more sub-agents appointed by the
\nAdministrative Agent. The Administrative Agent and any such sub-agent may
\nperform any and all its duties and exercise its rights and powers through their
\nrespective Related Parties. The exculpatory provisions of the preceding
\nparagraphs shall apply to any such sub-agent and to the Related Parties of the
\nAdministrative Agent and any such sub-agent, and shall apply to their respective
\nactivities in connection with the syndication of the credit facilities provided
\nfor herein as well as activities as the Administrative Agent.<\/p>\n<\/p>\n

Subject to the appointment and acceptance of a successor Administrative Agent
\nas provided in this paragraph, the Administrative Agent may resign at any time
\nby notifying the Lenders and the Company. Upon any such resignation, the
\nRequired Lenders shall have the right, with the consent of the Company (except
\nduring the continuance of an Event of Default hereunder, when no such consent
\nshall be required), to appoint a successor. If no successor shall have been so
\nappointed by the Required Lenders and shall have accepted such appointment
\nwithin 30 days after the retiring Administrative Agent gives notice of its
\nresignation, then the retiring Administrative Agent may, on behalf of the
\nLenders, appoint a successor Administrative Agent which shall be a bank with an
\noffice in New York, New York, or an Affiliate of any such bank. Upon the
\nacceptance of its appointment as Administrative Agent hereunder by a successor,
\nsuch successor shall succeed to, and become vested with, all the rights, powers,
\nprivileges and duties of the retiring Administrative Agent, and the retiring
\nAdministrative Agent shall be discharged from its duties and obligations
\nhereunder. After the Administrative Agent’s resignation hereunder, the
\nprovisions of this Article and Section 10.03 shall continue in effect for the
\nbenefit of such retiring Administrative Agent, its sub-agents and their
\nrespective Related Parties in respect of any actions taken or omitted to be
\ntaken by any of them while it was acting as Administrative Agent.<\/p>\n<\/p>\n

Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in
\nthe amount of its pro rata share (based on the amount of its Loans and available
\nCommitments hereunder) of any expenses incurred for the benefit of the<\/p>\n<\/p>\n<\/p>\n

50<\/p>\n

\n

\n<\/p>\n

Lenders by the Administrative Agent, including counsel fees and compensation
\nof agents and employees paid for services rendered on behalf of the Lenders,
\nthat shall not have been reimbursed by the Company or any other Borrower and (b)
\nto indemnify and hold harmless the Administrative Agent and any of its Related
\nParties, on demand, in the amount of such pro rata share, from and against any
\nand all liabilities, taxes, obligations, losses, damages, penalties, actions,
\njudgments, suits, costs, expenses or disbursements of any kind or nature
\nwhatsoever that may be imposed on, incurred by or asserted against it in its
\ncapacity as Administrative Agent or any of them in any way relating to or
\narising out of this Agreement or any other Loan Document or action taken or
\nomitted by it or any of them under this Agreement or any other Loan Document, to
\nthe extent the same shall not have been reimbursed by the Company or any other
\nBorrower; provided<\/u> that no Lender shall be liable to the Administrative
\nAgent or any such other indemnified Person for any portion of such liabilities,
\ntaxes, obligations, losses, damages, penalties, actions, judgments, suits,
\ncosts, expenses or disbursements that are determined to have resulted from the
\ngross negligence or willful misconduct of the Administrative Agent, and any of
\nits Related Parties or any of their respective directors, officers, employees or
\nagents.<\/p>\n<\/p>\n

Each Lender acknowledges that it has, independently and without reliance upon
\nthe Administrative Agent or any other Lender and based on such documents and
\ninformation as it has deemed appropriate, made its own credit analysis and
\ndecision to enter into this Agreement. Each Lender also acknowledges that it
\nwill, independently and without reliance upon the Administrative Agent or any
\nother Lender and based on such documents and information as it shall from time
\nto time deem appropriate, continue to make its own decisions in taking or not
\ntaking action under or based upon this Agreement, any other Loan Document or
\nrelated agreement or any document furnished hereunder or thereunder.<\/p>\n<\/p>\n

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

ARTICLE IX<\/p>\n

\n<\/p>\n

\n

Guarantee<\/u><\/p>\n

\n

In order to induce the Lenders to extend credit to the other Borrowers
\nhereunder, the Company hereby irrevocably and unconditionally guarantees, as a
\nprimary obligor and not merely as a surety, the payment when and as due of the
\nObligations of such other Borrowers. The Company further agrees that the due and
\npunctual payment of such Obligations may be extended or renewed, in whole or in
\npart, without notice to or further assent from it, and that it will remain bound
\nupon its guarantee hereunder notwithstanding any such extension or renewal of
\nany such Obligation.<\/p>\n<\/p>\n<\/p>\n

51<\/p>\n

\n

\n<\/p>\n

The Company waives presentment to, demand of payment from and protest to any
\nBorrower of any of the Obligations, and also waives notice of acceptance of its
\nobligations and notice of protest for nonpayment. The obligations of the Company
\nhereunder shall not be affected by (a) the failure of the Administrative Agent
\nor Lender to assert any claim or demand or to enforce any right or remedy
\nagainst any Borrower under the provisions of this Agreement, any other Loan
\nDocument or otherwise; (b) any extension or renewal of any of the Obligations;
\n(c) any rescission, waiver, amendment or modification of, or release from, any
\nof the terms or provisions of this Agreement, any other Loan Document or
\nagreement; (d) any default, failure or delay, willful or otherwise, in the
\nperformance of any of the Obligations; or (e) any other act, omission or delay
\nto do any other act which may or might in any manner or to any extent vary the
\nrisk of the Company or otherwise operate as a discharge of a guarantor as a
\nmatter of law or equity or which would impair or eliminate any right of the
\nCompany to subrogation.<\/p>\n<\/p>\n

The Company further agrees that its agreement hereunder constitutes a
\nguarantee of payment when due (whether or not any bankruptcy or similar
\nproceeding shall have stayed the accrual or collection of any of the Obligations
\nor operated as a discharge thereof) and not merely of collection, and waives any
\nright to require that any resort be had by the Administrative Agent or Lender to
\nany balance of any deposit account or credit on the books of the Administrative
\nAgent or Lender in favor of any Borrower or any other Person.<\/p>\n<\/p>\n

The obligations of the Company hereunder shall not be subject to any
\nreduction, limitation, impairment or termination for any reason, and shall not
\nbe subject to any defense or set-off, counterclaim, recoupment or termination
\nwhatsoever, by reason of the invalidity, illegality or unenforceability of any
\nof the Obligations, any impossibility in the performance of any of the
\nObligations or otherwise.<\/p>\n<\/p>\n

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

In furtherance of the foregoing and not in limitation of any other right
\nwhich the Administrative Agent or Lender may have at law or in equity against
\nthe Company by virtue hereof, upon the failure of any other Borrower to pay any
\nObligation when and as the same shall become due, whether at maturity, by
\nacceleration, after notice of prepayment or otherwise, the Company hereby
\npromises to and will, upon receipt of written demand by the Administrative Agent
\nor Lender, forthwith pay, or cause to be paid, to the Administrative Agent or
\nLender in cash an amount equal to the unpaid principal amount of such
\nObligations then due, together with accrued and unpaid interest thereon.<\/p>\n<\/p>\n<\/p>\n

52<\/p>\n

\n

\n<\/p>\n

Upon payment by the Company of any sums as provided above, all rights of the
\nCompany against any Borrower arising as a result thereof by way of right of
\nsubrogation or otherwise shall in all respects be subordinated and junior in
\nright of payment to the prior indefeasible payment in full of all the
\nObligations owed by such Borrower to the Administrative Agent and the Lenders.\n<\/p>\n<\/p>\n

Nothing shall discharge or satisfy the liability of the Company hereunder
\nexcept the full performance and payment of the Obligations.<\/p>\n<\/p>\n

ARTICLE X<\/p>\n

\n<\/p>\n

\n

Miscellaneous<\/u><\/p>\n

\n

SECTION 10.01. Notices.<\/u> Except in the case of notices and other
\ncommunications expressly permitted to be given by telephone, all notices and
\nother communications provided for herein shall be in writing and shall be
\ndelivered by hand or overnight courier service, mailed by certified or
\nregistered mail or sent by telecopy, as follows:<\/p>\n<\/p>\n

(a) if to any Borrower, to Automatic Data Processing, Inc., One ADP
\nBoulevard, MS #420, Roseland, NJ 07068-1728, Attention of Treasurer (Fax No.
\n973-974-3320), with a copy to Automatic Data Processing, Inc., One ADP
\nBoulevard, MS #450, Roseland, NJ 07068-1728, Attention of General Counsel (Fax
\nNo. 973-974-3324);<\/p>\n<\/p>\n

(b) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and
\nAgency Services Group, 1111 Fannin, Floor 10, Houston, TX 77002, Attention of
\nDemetra A. Mayon (Fax No. 713-750-2938), with a copy to JPMorgan Chase Bank,
\nN.A., 383 Madison Avenue, Floor 24, New York, NY, 10179, Attention of Tina
\nRutyer (Fax No. 212-270-5127); and<\/p>\n<\/p>\n

(c) if to any Lender, to it at its address (or telecopy number) set forth in
\nits Administrative Questionnaire.<\/p>\n<\/p>\n

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

SECTION 10.02. Waivers; Amendments.<\/u> (a) No failure or delay by the
\nAdministrative Agent or any Lender in exercising any right or power hereunder or
\nunder any other Loan Document shall operate as a waiver thereof, nor shall any
\nsingle or partial exercise of any such right or power, or any abandonment or
\ndiscontinuance of steps to enforce such a right or power, preclude any other or
\nfurther exercise thereof or the<\/p>\n<\/p>\n<\/p>\n

53<\/p>\n

\n

\n<\/p>\n

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

(b) Neither this Agreement nor any other Loan Document nor any provision
\nhereof or thereof may be waived, amended or modified except pursuant to an
\nagreement or agreements in writing entered into by the Company and the Required
\nLenders or by the Company and the Administrative Agent with the consent of the
\nRequired Lenders or, in the case of any other Loan Document, pursuant to an
\nagreement or agreements in writing entered into by the Administrative Agent and
\nthe Borrowers that are parties thereto, in each case with the consent of the
\nRequired Lenders; provided<\/u> that no such agreement shall (i) increase any
\nCommitment of any Lender without the written consent of such Lender, (ii) reduce
\nthe principal amount of any Loan, reduce the rate of interest thereon, or reduce
\nany fees payable hereunder, without the written consent of each Lender adversely
\naffected thereby, (iii) postpone the date of any scheduled payment of the
\nprincipal amount of any Loan, or any interest thereon, or any fees payable
\nhereunder, or reduce the amount of, waive or excuse any such payment, or
\npostpone the scheduled date of expiration of any Commitment, without the written
\nconsent of each Lender affected thereby (provided<\/u> that nothing shall
\nlimit the right of each Borrower to extend the Maturity Date pursuant to Section
\n2.08(f) without the consent of any Lender), (iv) change Section 2.18(b) or (c)
\nin a manner that would alter the pro rata sharing of payments required thereby
\nwithout the written consent of each Lender (it being understood that the
\naddition of new tranches of loans or commitments that may be extended under this
\nAgreement shall not be deemed to alter such pro rata sharing of payments), (v)
\nchange any of the provisions of this Section or the definition of “Required
\nLenders” or any other provision of any Loan Document specifying the number or
\npercentage of Lenders required to waive, amend or modify any rights thereunder
\nor make any determination or grant any consent thereunder, without the written
\nconsent of each Lender (except, in each case, to provide for new tranches of
\nloans or commitments that may be extended under this Agreement) or (vi) release
\nthe Company from, or limit or condition, its obligations under Article IX,
\nwithout the written consent of each Lender; provided<\/u> further<\/u> that
\nno such agreement shall amend, modify or otherwise affect the rights or duties
\nof the Administrative Agent hereunder or under any other Loan Document without
\nthe prior written consent of the Administrative Agent.<\/p>\n<\/p>\n

SECTION 10.03. Expenses; Indemnity; Damage Waiver.<\/u> (a) The Company
\nshall pay (i) all reasonable and documented out-of-pocket expenses incurred by\n<\/p>\n<\/p>\n<\/p>\n

54<\/p>\n

\n

\n<\/p>\n

the Administrative Agent and its Affiliates, including the reasonable fees,
\ncharges and disbursements of one counsel for the Agents and such Affiliates
\n(and, if the Administrative Agent shall determine that it requires local counsel
\nin any non-US jurisdiction, one counsel in that jurisdiction), in connection
\nwith the preparation and administration of this Agreement or the other Loan
\nDocuments or any amendments, modifications or waivers of the provisions hereof
\nor thereof (whether or not the transactions contemplated hereby or thereby shall
\nbe consummated) and (ii) all reasonable and documented out-of-pocket expenses
\nincurred by the Administrative Agent or any Lender, including the reasonable
\nfees, charges and disbursements of any counsel for the Administrative Agent or
\nany Lender, in connection with the enforcement or protection of its rights under
\nany Loan Document, including its rights under this Section, or in connection
\nwith the Loans made, including all such out-of-pocket expenses incurred during
\nany workout, restructuring or negotiations in respect of such Loans.<\/p>\n<\/p>\n

(b) The Company shall indemnify the Administrative Agent and each Lender, and
\neach Related Party of any of the foregoing Persons (each such Person being
\ncalled an “Indemnitee<\/u>“) against, and hold each Indemnitee harmless from,
\nany and all losses, liabilities, out-of-pocket costs or expenses, including the
\nreasonable fees, charges and disbursements of any counsel for any Indemnitee,
\nincurred by or asserted against any Indemnitee (whether by a third party or by
\nany Borrower) arising out of, in connection with or as a result of (i) any
\ntransaction or proposed transaction (whether or not consummated) in which any
\nproceeds of any Borrowing hereunder are applied or proposed to be applied,
\ndirectly or indirectly, by any of the Borrowers or their Subsidiaries, (ii) any
\nLoan or the use of the proceeds therefrom or (iii) the execution, delivery or
\nperformance by any of the Borrowers and their Subsidiaries of the Loan
\nDocuments, or any actions or omissions of a Borrower or any of its Subsidiaries
\nin connection therewith; provided<\/u> that such indemnity shall not, as to
\nany Indemnitee, be available to the extent that such losses, liabilities, costs
\nor expenses shall have resulted from the gross negligence or willful misconduct
\nof such Indemnitee.<\/p>\n<\/p>\n

(c) To the extent that the Company fails to pay any amount required to be
\npaid by it to the Administrative Agent under paragraph (a) or (b) of this
\nSection, each Lender severally agrees to pay to the Administrative Agent such
\nLender’s pro rata share (determined as of the time that the applicable
\nunreimbursed expense or indemnity payment is sought) of such unpaid amount;
\nprovided<\/u> that the unreimbursed loss, liability, cost or expense, as the
\ncase may be, was incurred by or asserted against the Administrative Agent. For
\npurposes hereof, a Lender’s “pro rata share” shall be determined based upon its
\nshare of the sum (without duplication) of the total Exposures and unused
\nCommitments at the time.<\/p>\n<\/p>\n

(d) To the extent permitted by applicable law, no Borrower shall assert, and
\neach Borrower hereby waives, any claim against any Indemnitee, on any theory of
\nliability, for special, indirect, consequential or punitive damages (as opposed
\nto direct or actual damages) arising out of, in connection with, or as a result
\nof, this Agreement or<\/p>\n<\/p>\n<\/p>\n

55<\/p>\n

\n

\n<\/p>\n

any agreement or instrument contemplated hereby, the Transactions, any Loan
\nor the use of the proceeds thereof.<\/p>\n<\/p>\n

(e) All amounts due under this Section shall be payable within 15 Business
\nDays after receipt by the Company of a reasonably detailed invoice therefor.<\/p>\n<\/p>\n

SECTION 10.04. Successors and Assigns.<\/u> (a) The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns permitted hereby, except that
\nneither the Company nor any Borrower may assign or otherwise transfer any of its
\nrights or obligations hereunder without the prior written consent of each Lender
\n(and any attempted assignment or transfer by any Borrower without such consent
\nshall be null and void). Nothing in this Agreement, expressed or implied, shall
\nbe construed to confer upon any Person (other than the parties hereto, their
\nrespective successors and assigns permitted hereby and, to the extent expressly
\ncontemplated hereby, the Related Parties of the Administrative Agent and the
\nLenders) any legal or equitable right, remedy or claim under or by reason of
\nthis Agreement.<\/p>\n<\/p>\n

(b) Any Lender may assign to one or more assignees all or a portion of its
\nrights and obligations under this Agreement (including all or a portion of its
\nCommitments and the Loans or other amounts at the time owing to it);
\nprovided<\/u> that (i) the Administrative Agent (except in the case of an
\nassignment to a Lender) and the Company (except in the case of an assignment to
\na Lender, an Affiliate of a Lender or a Related Fund of a Lender or if an Event
\nof Default has occurred and has been continuing for 30 days) must each give
\ntheir prior written consent to such assignment (which consents shall not be
\nunreasonably withheld or delayed), (ii) except in the case of an assignment to a
\nLender, an Affiliate of a Lender or a Related Fund of any Lender or an
\nassignment of the entire remaining amount of the assigning Lender’s Commitments
\nand outstanding Loans, the Commitments and outstanding Loans of the assigning
\nLender subject to each such assignment (determined as of the date the Assignment
\nand Assumption with respect to such assignment is delivered to the
\nAdministrative Agent) shall not be less than US$10,000,000 unless each of the
\nCompany and the Administrative Agent otherwise consent, (iii) the parties to
\neach assignment shall execute and deliver to the Administrative Agent an
\nAssignment and Assumption, together with a processing and recordation fee of
\nUS$3,500 and (iv) the assignee, if it shall not be a Lender, shall deliver to
\nthe Administrative Agent an Administrative Questionnaire; provided<\/u>
\nfurther<\/u> that (x) any consent of the Company otherwise required under this
\nparagraph shall not be required if an Event of Default referred to in clause (i)
\nof Article VII has occurred and is continuing and (y) the Company shall be
\ndeemed to have consented to any such assignment unless it shall object thereto
\nby written notice to the Administrative Agent within 10 Business Days after
\nhaving received notice thereof. Subject to acceptance and recording thereof
\npursuant to paragraph (d) of this Section, from and after the effective date
\nspecified in each Assignment and Assumption the assignee thereunder shall be a
\nparty hereto and, to the extent of the interest assigned by such Assignment and\n<\/p>\n<\/p>\n<\/p>\n

56<\/p>\n

\n

\n<\/p>\n

Assumption, have the rights and obligations of a Lender under this Agreement,
\nand the assigning Lender thereunder shall, to the extent of the interest
\nassigned by such Assignment and Assumption, be released from its obligations
\nunder this Agreement (and, in the case of an Assignment and Assumption covering
\nall of the assigning Lender’s rights and obligations under this Agreement, such
\nLender shall cease to be a party hereto but shall continue to be entitled to the
\nbenefits of Sections 2.15, 2.16, 2.17 and 10.03). Any assignment or transfer by
\na Lender of rights or obligations under this Agreement that does not comply with
\nthis paragraph shall be treated for purposes of this Agreement as a sale by such
\nLender of a participation in such rights and obligations in accordance with
\nparagraph (e) of this Section. The Borrowers shall not be responsible under
\nSection 2.15 or 2.17 for any increased costs incurred by a Lender as a result of
\nan assignment under this Section to an Affiliate of such Lender unless such
\nLender is legally required to make such assignment.<\/p>\n<\/p>\n

(c) The Administrative Agent, acting for this purpose as an agent of each
\nBorrower, shall maintain at one of its offices in The City of New York a copy of
\neach Assignment and Assumption delivered to it and a register for the
\nrecordation of the names and addresses of the Lenders, and the Commitment of,
\nand principal amount of the Loans owing to, each Lender pursuant to the terms
\nhereof from time to time (the “Register<\/u>“). The entries in the Register
\nshall be conclusive, and the Borrowers, the Administrative Agent and the Lenders
\nmay treat each Person whose name is recorded in the Register pursuant to the
\nterms hereof as a Lender hereunder for all purposes of this Agreement,
\nnotwithstanding notice to the contrary. The Register shall be available for
\ninspection by the Company and any Lender, at any reasonable time and from time
\nto time upon reasonable prior notice.<\/p>\n<\/p>\n

(d) Upon its receipt of a duly completed Assignment and Assumption executed
\nby an assigning Lender and an assignee, the assignee’s completed Administrative
\nQuestionnaire (unless the assignee shall already be a Lender hereunder), the
\nprocessing and recordation fee referred to in paragraph (b) of this Section and
\nany written consent to such assignment required by paragraph (b) of this
\nSection, the Administrative Agent shall accept such Assignment and Assumption
\nand record the information contained therein in the Register. No assignment
\nshall be effective for purposes of this Agreement unless it has been made in
\ncompliance with this Agreement as provided in this paragraph.<\/p>\n<\/p>\n

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

57<\/p>\n

\n

\n<\/p>\n

connection with such Lender’s rights and obligations under this Agreement.
\nAny agreement or instrument pursuant to which a Lender sells such a
\nparticipation shall provide that such Lender shall retain the sole right to
\nenforce this Agreement and to approve any amendment, modification or waiver of
\nany provision of this Agreement; provided<\/u> that such agreement or
\ninstrument may provide that such Lender will not, without the consent of the
\nParticipant, agree to any amendment, modification or waiver described in clause
\n(i), (ii), (iii) or (vi) of the first proviso to Section 10.02(b) that affects
\nsuch Participant. Subject to paragraph (f) of this Section, each Borrower agrees
\nthat each Participant shall be entitled to the benefits of Sections 2.15, 2.16
\nand 2.17 to the same extent as if it were a Lender and had acquired its interest
\nby assignment pursuant to paragraph (b) of this Section.<\/p>\n<\/p>\n

(f) A Participant shall not be entitled to receive any greater payment under
\nSection 2.15 or 2.17 than the applicable Lender would have been entitled to
\nreceive with respect to the participation sold to such Participant, unless the
\nsale of the participation to such Participant so provides and is made with the
\nCompany’s prior written consent. A Participant shall not be entitled to the
\nbenefits of Section 2.17 unless the Company is notified of the participation
\nsold to such Participant and such Participant agrees, for the benefit of the
\nBorrowers, to comply with Section 2.17(e) as though it were a Lender.<\/p>\n<\/p>\n

(g) Any Lender may at any time pledge or assign a security interest in all or
\nany portion of its rights under this Agreement to secure obligations of such
\nLender, including any pledge or assignment to secure obligations to a Federal
\nReserve Bank or, in the case of a Lender that is an investment fund, to the
\ntrustee under the indenture to which such fund is a party, and this Section
\nshall not apply to any such pledge or assignment of a security interest;
\nprovided<\/u> that no such pledge or assignment of a security interest shall
\nrelease a Lender from any of its obligations hereunder or substitute any such
\npledgee or assignee for such Lender as a party hereto.<\/p>\n<\/p>\n

SECTION 10.05. Survival.<\/u> All covenants, agreements, representations
\nand warranties made by the Borrowers herein or in any other Loan Document or in
\nthe certificates or other instruments delivered in connection with or pursuant
\nto this Agreement or any other Loan Document shall be considered to have been
\nrelied upon by the other parties hereto or thereto and shall survive the
\nexecution and delivery of this Agreement and any other Loan Document and the
\nmaking of any Loans, regardless of any investigation made by any such other
\nparty or on its behalf and notwithstanding that the Administrative Agent or any
\nLender may have had notice or knowledge of any Default or incorrect
\nrepresentation or warranty at the time any credit is extended hereunder, and
\nshall continue in full force and effect as long as the principal of or any
\naccrued interest on any Loan or any fee or any other amount payable under this
\nAgreement or any other Loan Document is outstanding and so long as the
\nCommitments have not expired or terminated. The provisions of Sections 2.15,
\n2.16, 2.17, 10.03 and 10.12 and Article VIII shall survive and remain in full
\nforce and effect regardless of the<\/p>\n<\/p>\n<\/p>\n

58<\/p>\n

\n

\n<\/p>\n

consummation of the transactions contemplated hereby, the repayment of the
\nLoans and the Commitments or the termination of this Agreement or any other Loan
\nDocument or any provision hereof or thereof.<\/p>\n<\/p>\n

SECTION 10.06. Counterparts; Integration; Effectiveness.<\/u> This
\nAgreement may be executed in counterparts (and by different parties hereto on
\ndifferent counterparts), each of which shall constitute an original, but all of
\nwhich when taken together shall constitute a single contract. This Agreement,
\nthe other Loan Documents and any separate letter agreements with respect to fees
\npayable to the Administrative Agent constitute the entire contract among the
\nparties relating to the subject matter hereof and supersede any and all previous
\nagreements and understandings, oral or written, relating to the subject matter
\nhereof. Except as provided in Section 4.01, this Agreement shall become
\neffective when it shall have been executed by the Administrative Agent and when
\nthe Administrative Agent shall have received counterparts hereof which, when
\ntaken together, bear the signatures of each of the other parties hereto, and
\nthereafter shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns. Delivery of an executed counterpart
\nof a signature page of this Agreement by facsimile or email transmission shall
\nbe effective as delivery of a manually executed counterpart of this Agreement.\n<\/p>\n<\/p>\n

SECTION 10.07. Severability.<\/u> Any provision of this Agreement held to
\nbe invalid, illegal or unenforceable in any jurisdiction shall, as to such
\njurisdiction, be ineffective to the extent of such invalidity, illegality or
\nunenforceability without affecting the validity, legality and enforceability of
\nthe remaining provisions hereof; and the invalidity of a particular provision in
\na particular jurisdiction shall not invalidate such provision in any other
\njurisdiction.<\/p>\n<\/p>\n

SECTION 10.08. Right of Setoff.<\/u> If an Event of Default shall have
\noccurred and be continuing, each Lender and each of its Affiliates is hereby
\nauthorized at any time and from time to time, to the fullest extent permitted by
\nlaw, to set off and apply any and all deposits (general or special, time or
\ndemand, provisional or final and in whatever currency denominated) at any time
\nheld and other obligations at any time owing by such Lender or Affiliate to or
\nfor the credit or the account of any Borrower against any of and all the
\nobligations of such Borrower now or hereafter existing under this Agreement held
\nby such Lender, irrespective of whether or not such Lender shall have made any
\ndemand under this Agreement and although such obligations may be unmatured. The
\nrights of each Lender under this Section are in addition to other rights and
\nremedies (including other rights of setoff) which such Lender may have.<\/p>\n<\/p>\n

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of
\nProcess.<\/u> (a) This Agreement shall be construed in accordance with and
\ngoverned by the law of the State of New York.<\/p>\n<\/p>\n

(b) Each party hereto hereby irrevocably and unconditionally submits, for
\nitself and its property, to the exclusive jurisdiction of the Supreme Court of
\nthe State of<\/p>\n<\/p>\n<\/p>\n

59<\/p>\n

\n

\n<\/p>\n

New York sitting in New York County and of the United States District Court
\nof the Southern District of New York, and any appellate court from any thereof,
\nin any action or proceeding arising out of or relating to any Loan Document, or
\nfor recognition or enforcement of any judgment, and each of the parties hereto
\nhereby irrevocably and unconditionally agrees that all claims in respect of any
\nsuch action or proceeding may be heard and determined in such New York State or,
\nto the extent permitted by law, in such Federal court. Each of the parties
\nhereto agrees that a final judgment in any such action or proceeding shall be
\nconclusive and may be enforced in other jurisdictions by suit on the judgment or
\nin any other manner provided by law. Nothing in this Agreement or any other Loan
\nDocument shall affect any right that the Administrative Agent or any Lender may
\notherwise have to bring any action or proceeding relating to this Agreement
\nagainst any Borrower or its properties in the courts of any jurisdiction.<\/p>\n<\/p>\n

(c) Each party hereto hereby irrevocably and unconditionally waives, to the
\nfullest extent it may legally and effectively do so, any objection which it may
\nnow or hereafter have to the laying of venue of any suit, action or proceeding
\narising out of or relating to this Agreement or any other Loan Document in any
\ncourt referred to in paragraph (b) of this Section. Each of the parties hereto
\nhereby irrevocably waives, to the fullest extent permitted by law, the defense
\nof an inconvenient forum to the maintenance of such action or proceeding in any
\nsuch court.<\/p>\n<\/p>\n

(d) Each party to this Agreement irrevocably consents to service of process
\nin the manner provided for notices in Section 10.01. Nothing in this Agreement
\nor any other Loan Document will affect the right of any party to this Agreement
\nto serve process in any other manner permitted by law.<\/p>\n<\/p>\n

SECTION 10.10. WAIVER OF JURY TRIAL.<\/u> EACH PARTY HERETO HEREBY WAIVES,
\nTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
\nTRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
\nRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
\nCONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
\nTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
\nATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
\nOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
\nWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
\nINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
\nAND CERTIFICATIONS IN THIS SECTION.<\/p>\n<\/p>\n

SECTION 10.11. Headings.<\/u> Article and Section headings and the Table of
\nContents used herein are for convenience of reference only, are not part of this\n<\/p>\n<\/p>\n<\/p>\n

60<\/p>\n

\n

\n<\/p>\n

Agreement and shall not affect the construction of, or be taken into
\nconsideration in interpreting, this Agreement.<\/p>\n<\/p>\n

SECTION 10.12. Confidentiality.<\/u> (a) The Administrative Agent and each
\nLender agrees to maintain the confidentiality of the Information (as defined
\nbelow), except that Information may be disclosed (i) to its and its Affiliates’
\ndirectors, officers, employees and agents, including accountants, legal counsel
\nand other advisors, to Related Funds’ directors and officers and to any direct
\nor indirect contractual counterparty in swap agreements (it being understood
\nthat each Person to whom such disclosure is made will be informed of the
\nconfidential nature of such Information and instructed to keep such Information
\nconfidential), (ii) to the extent requested by any regulatory authority, (iii)
\nto the extent required by applicable laws or regulations or by any subpoena or
\nsimilar legal process, (iv) to any other party to this Agreement, (v) to the
\nextent required or advisable in the judgment of counsel in connection with any
\nsuit, action or proceeding relating to the enforcement of rights of the
\nAdministrative Agent or the Lenders against the Borrowers under this Agreement
\nor any other Loan Document, (vi) subject to an agreement containing provisions
\nsubstantially the same as those of this Section, to (A) any assignee of or
\nParticipant in, or any prospective assignee of or Participant in, any of its
\nrights or obligations under this Agreement or (B) any actual or prospective
\ncounterparty (or its advisors) to any swap or derivative transaction or any
\ncredit insurance provider relating to the Borrower and its obligations, (vii)
\nwith the consent of the Company or (viii) to the extent such Information (A)
\nbecomes publicly available other than as a result of a breach of this Section of
\nwhich the Administrative Agent or Lender is aware or (B) becomes available to
\nthe Administrative Agent or any Lender on a nonconfidential basis from a source
\nother than the Company other than as a result of a breach of this Section of
\nwhich the Administrative Agent or Lender is aware. For the purposes of this
\nSection, “Information<\/u>” means all information received from the Company
\nrelating to the Company or its business, other than any such information that is
\navailable to the Administrative Agent or any Lender on a nonconfidential basis
\nprior to disclosure by the Company other than as a result of a breach of this
\nSection of which the Administrative Agent or Lender is aware. Any Person
\nrequired to maintain the confidentiality of Information as provided in this
\nSection shall be considered to have complied with its obligation to do so if
\nsuch Person has exercised the same degree of care to maintain the
\nconfidentiality of such Information as such Person would accord to its own
\nconfidential information.<\/p>\n<\/p>\n

(b) Each Lender acknowledges that Information furnished to it pursuant to
\nthis Agreement may include material non-public information concerning the
\nCompany and its Related Parties or the Company’s securities, and confirms that
\nit has developed compliance procedures regarding the use of material non-public
\ninformation and that it will handle such material non-public information in
\naccordance with those procedures and applicable law, including Federal and state
\nsecurities laws.<\/p>\n<\/p>\n<\/p>\n

61<\/p>\n

\n

\n<\/p>\n<\/p>\n

(c) All information, including requests for waivers and amendments, furnished
\nby the Company, the Subsidiaries or the Administrative Agent pursuant to, or in
\nthe course of administering, this Agreement will be syndicate-level information,
\nwhich may contain material non-public information about the Company, the
\nSubsidiaries and their Related Parties or the Company’s securities. Accordingly,
\neach Lender represents to the Borrower and the Administrative Agent that it has
\nidentified in its Administrative Questionnaire a credit contact who may receive
\ninformation that may contain material non-public information in accordance with
\nits compliance procedures and applicable law, including Federal and state
\nsecurities laws.<\/p>\n<\/p>\n

SECTION 10.13. Conversion of Currencies.<\/u> (a) If, for the purpose of
\nobtaining judgment in any court, it is necessary to convert a sum owing
\nhereunder in one currency into another currency, each party hereto agrees, to
\nthe fullest extent that it may effectively do so, that the rate of exchange used
\nshall be that at which in accordance with normal banking procedures in the
\nrelevant jurisdiction the first currency could be purchased with such other
\ncurrency on the Business Day immediately preceding the day on which final
\njudgment is given.<\/p>\n<\/p>\n

(b) The obligations of each Borrower in respect of any sum due to any party
\nhereto or any holder of the obligations owing hereunder (the “Applicable
\nCreditor<\/u>“) shall, notwithstanding any judgment in a currency (the
\n“Judgment Currency<\/u>“) other than the currency in which such sum is stated
\nto be due hereunder (the “Agreement Currency<\/u>“), be discharged only to the
\nextent that, on the Business Day following receipt by the Applicable Creditor of
\nany sum adjudged to be so due in the Judgment Currency, the Applicable Creditor
\nmay, in accordance with normal banking procedures in the relevant jurisdiction,
\npurchase the Agreement Currency with the Judgment Currency; if the amount of the
\nAgreement Currency so purchased is less than the sum originally due to the
\nApplicable Creditor in the Agreement Currency, such Borrower agrees, as a
\nseparate obligation and notwithstanding any such judgment, to indemnify the
\nApplicable Creditor against such loss. The obligations of the Borrowers
\ncontained in this Section 10.13 shall survive the termination of this Agreement
\nand the payment of all other amounts owing hereunder.<\/p>\n<\/p>\n

SECTION 10.14. Interest Rate Limitation.<\/u> Notwithstanding anything
\nherein to the contrary, if at any time the interest rate applicable to any Loan,
\ntogether with all fees, charges and other amounts which are treated as interest
\non such Loan under applicable law (collectively the “Charges<\/u>“), shall
\nexceed the maximum lawful rate (the “Maximum Rate<\/u>“) which may be
\ncontracted for, charged, taken, received or reserved by the Lender holding such
\nLoan in accordance with applicable law, the rate of interest payable in respect
\nof such Loan hereunder, together with all Charges payable in respect thereof,
\nshall be limited to the Maximum Rate and, to the extent lawful, the interest and
\nCharges that would have been payable in respect of such Loan but were not
\npayable as a<\/p>\n<\/p>\n<\/p>\n

62<\/p>\n

\n

\n<\/p>\n

result of the operation of this Section shall be cumulated and the interest
\nand Charges payable to such Lender in respect of other Loans shall be increased
\n(but not above the Maximum Rate therefor) until such cumulated amount, together
\nwith interest thereon at the Federal Funds Effective Rate, shall have been
\nreceived by such Lender.<\/p>\n<\/p>\n

SECTION 10.15. USA Patriot Act<\/u>. Each Lender hereby notifies each
\nBorrower that pursuant to the requirements of the USA Patriot Act (Title III of
\nPub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act<\/u>“),
\nit is required to obtain, verify and record information that identifies such
\nBorrower, which information includes the name and address of such Borrower and
\nother information that will allow such Lender to identify such Borrower in
\naccordance with the Patriot Act. Each Borrower agrees to provide the Lenders,
\nupon request, with all documentation and other information required to be
\nobtained by the Lenders pursuant to applicable “know your customer” and
\nanti-money laundering rules and regulations, including the Patriot Act.<\/p>\n<\/p>\n

SECTION 10.16. No Fiduciary Relationship.<\/u> Each Borrower, on behalf of
\nitself and the Subsidiaries, agrees that in connection with all aspects of the
\ntransactions contemplated hereby and any communications in connection therewith,
\neach Borrower, the Subsidiaries and their Affiliates, on the one hand, and the
\nAdministrative Agent, the Lenders and their Affiliates, on the other hand, will
\nhave a business relationship that does not create, by implication or otherwise,
\nany fiduciary duty on the part of the Administrative Agent, the Lenders or their
\nAffiliates, and no such duty will be deemed to have arisen in connection with
\nany such transactions or communications. Each Borrower, on behalf of itself, the
\nSubsidiaries and its and their respective Affiliates, waives and releases, to
\nthe fullest extent permitted by law, any claims that such Borrower, the
\nSubsidiaries or such Affiliates may have against the Administrative Agent, any
\nPerson identified on the facing page or signature pages of this Agreement or
\nelsewhere herein as a “syndication agent” or “documentation agent”, any Lender
\nor any Affiliate of any of the foregoing in respect of any breach or alleged
\nbreach of agency or fiduciary duty.<\/p>\n<\/p>\n<\/p>\n

63<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized officers as of the day and year first
\nabove written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n\n

AUTOMATIC DATA PROCESSING, INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Michael C. Eberhard<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Michael C. Eberhard<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Corporate Vice President, Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

JPMORGAN CHASE BANK, N.A., individually and as Administrative
\nAgent,<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Tina Ruyter<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Tina Ruyter<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Executive Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Institution:<\/p>\n<\/td>\n

<\/td>\n\n

BANK OF AMERICA, N.A.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ William S. Rowe<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: William S. Rowe<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Senior Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Institution:<\/p>\n<\/td>\n

<\/td>\n\n

The Bank of New York Mellon<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Donald G. Cassidy, Jr.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Donald G. Cassidy, Jr.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

The Bank of Tokyo-Mitsubishi UFJ, Ltd.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Maria Iarriccio<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Maria Iarriccio<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

BARCLAYS BANK PLC<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Diane Rolfe<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Diane Rolfe<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

BMO Bank of Montreal<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Alexandre Lalonde<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Alexandre Lalonde<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Bruce Groves<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Bruce Groves<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

BNP Paribas<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Michael A. Kowalczuk<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Michael A. Kowalczuk<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Nicholas Rabier<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Nicholas Rabier<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\n

*The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

CITIBANK, N.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Kevin A Ege<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Kevin A Ege<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

DEUTSCHE BANK AG<\/strong><\/p>\n

NEW YORK BRANCH<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Philippe Sandmeier<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Philippe Sandmeier<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Ross Levitsky<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Ross Levitsky<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

ING BELGIUM SA\/NV<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Name of Institution:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Marie-Ga \u00abl Lev que<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Marie-Ga \u00abl Lev que<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Marie-Ga \u00abl Lev que<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Anne Leotard<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Anne Leotard<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Head of Transaction Management<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Intesa Sanpaolo S.p.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Luca Sacchi<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Luca Sacchi<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Sergio Maggioni<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Sergio Maggioni<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: FVP Head of Business<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

KEYBANK NATIONAL ASSOCIATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Matthew A. Lambes<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Matthew A. Lambes<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Mizuho Corporate Bank (USA)<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Bertram H. Tang<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Bertram H. Tang<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: SVP & Team Leader<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Morgan Stanley Bank, N.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Sherrese Clarke<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Sherrese Clarke<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Authorized Signatory<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

THE NORTHERN TRUST COMPANY<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Andrew D. Holtz<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Andrew D. Holtz<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

PNC Bank, National Association<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Edward M. Tessalone<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Edward M. Tessalone<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Senior Vice President. PNC Bank, N.A.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

RBS Citizens, N.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ William E. Rurode, Jr.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: William E. Rurode, Jr.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Senior Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Royal Bank of Canada<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Jennifer Lee-You<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Jennifer Lee-You<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Attorney-in-Fact<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Societe Generale<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Ambrish Thanawala<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Ambrish Thanawala<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Svenska Handelsbanken AB (publ)<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Richard Johnson<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Richard Johnson<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: SVP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/ Mark Emmett<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Mark Emmett<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: VP<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Toronto Dominion (New York) LLC<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Debbi L. Brito<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Debbi L. Brito<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Authorized Signatory<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

U.S. BANK N.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Michael P. Dickman<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title : Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:*<\/p>\n<\/td>\n

\n

\/s\/<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

* The second signature block is for the use of those Lenders that require two
\nsignatures.<\/p>\n<\/p>\n<\/p>\n

\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Wells Fargo Bank, N.A.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Donald Schwartz<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Donald Schwartz<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

SIGNATURE PAGE TO THE<\/p>\n

\n

AUTOMATIC DATA PROCESSING, INC.<\/p>\n

\n

364-DAY CREDIT AGREEMENT<\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Name of Institution:<\/p>\n<\/td>\n

\n

Westpac Banking Corporation<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

by:<\/p>\n<\/td>\n

\n

\/s\/ Sean Crellin<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name: Sean Crellin<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title: Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Legal<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n

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