{"id":40871,"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-interpublic-group-of-companies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"364-day-credit-agreement-interpublic-group-of-companies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/364-day-credit-agreement-interpublic-group-of-companies-inc.html","title":{"rendered":"364-Day Credit Agreement – Interpublic Group of Companies Inc., Initial Lenders, Salomon Smith Barney Inc. and Citibank N.A."},"content":{"rendered":"\n 364-DAY CREDIT AGREEMENT\n\n DATED AS OF JUNE 26, 2001\n\nTHE INTERPUBLIC GROUP OF COMPANIES, INC., a Delaware corporation\n(the \"COMPANY\"), the banks, financial institutions and other \ninstitutional lenders (the \"INITIAL LENDERS\") listed on the signature \npages hereof, SALOMON SMITH BARNEY INC., as lead arranger and book \nmanager, and CITIBANK, N.A. (\"CITIBANK\"), as administrative agent (the \n\"AGENT\") for the Lenders (as hereinafter defined), agree as follows:\n\n ARTICLE I\n\nDEFINITIONS AND ACCOUNTING TERMS\n\nSECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the\nfollowing terms shall have the following meanings (such meanings to be \nequally applicable to both the singular and plural forms of the terms \ndefined):\n\n\"ADVANCE\" means a Revolving Credit Advance or a Competitive Bid\nAdvance.\n\n\"AFFILIATE\" means, as to any Person, any other Person that, directly\nor indirectly, controls, is controlled by or is under common control \nwith such Person or is a director or officer of such Person. For \npurposes of this definition, the term \"control\" (including the terms \n\"controlling\", \"controlled by\" and \"under common control with\") of a \nPerson means the possession, direct or indirect, of the power to vote \n10% or more of the Voting Stock of such Person or to direct or cause \nthe direction of the management and policies of such Person, whether \nthrough the ownership of Voting Stock, by contract or otherwise.\n\n\"AGENT'S ACCOUNT\" means (a) in the case of Advances denominated in\nDollars, the account of the Agent maintained by the Agent at Citibank \nat its office at 399 Park Avenue, New York, New York 10043, Account No.\n36852248, Attention: Bank Loan Syndications, (b) in the case of \nAdvances denominated in any Committed Currency, the account of the \nSub-Agent designated in writing from time to time by the Agent to the \nCompany and the Lenders for such purpose and (c) in any such case, such \nother account of the Agent as is designated in writing from time to \ntime by the Agent to the Company and the Lenders for such purpose.\n\n\"APPLICABLE LENDING OFFICE\" means, with respect to each Lender, such\nLender's Domestic Lending Office in the case of a Base Rate Advance \nand such Lender's Eurocurrency Lending Office in the case of a \nEurocurrency Rate Advance and, in the case of a Competitive Bid \nAdvance, the office of such Lender notified by such Lender to the \nAgent as its Applicable Lending Office with respect to such Competitive \nBid Advance.\n\n\"APPLICABLE MARGIN\" means (a) for Base Rate Advances, 0% per annum\nand (b) for Eurocurrency Rate Advances, as of any date, a percentage \nper annum determined by reference to the Public Debt Rating in effect \non such date as set forth below:\n\n\n-----------------------------------------------------------------------\nPublic Debt Rating Applicable Margin for Applicable Margin for\nS&P\/Moody's Base Rate Advances Eurocurrency Rate Advances\n-----------------------------------------------------------------------\n \nLEVEL 1\nA+\/A1 or above 0.00% 0.235%\n-----------------------------------------------------------------------\nLEVEL 2\nA\/A2 0.00% 0.320%\n-----------------------------------------------------------------------\nLEVEL 3\nA-\/A3 0.00% 0.350%\n-----------------------------------------------------------------------\nLEVEL 4\nBBB+\/Baa1 0.00% 0.425%\n-----------------------------------------------------------------------\nLEVEL 5\nLower than Level 4 0.00% 0.600%\n-----------------------------------------------------------------------\n\n\n\n \"APPLICABLE PERCENTAGE\" means, as of any date a percentage per annum\n determined by reference to the Public Debt Rating in effect on such date\n as set forth below:\n\n\n --------------------------------------------------\n Public Debt Rating Applicable\n S&P\/Moody's Percentage\n --------------------------------------------------\n \n LEVEL 1\n A+\/A1 or above 0.065%\n --------------------------------------------------\n LEVEL 2\n A\/A2 0.080%\n --------------------------------------------------\n LEVEL 3\n A-\/A3 0.100%\n --------------------------------------------------\n LEVEL 4\n BBB+\/Baa1 0.125%\n --------------------------------------------------\n LEVEL 5\n Lower than Level 4 0.150%\n --------------------------------------------------\n\n\n \"APPLICABLE UTILIZATION FEE\" means, as of any date that the\n aggregate Advances exceeds 50% of the aggregate Commitments, a percentage\n per annum determined by reference to the Public Debt Rating in effect on\n such date as set forth below:\n\n\n --------------------------------------------------\n Public Debt Rating Applicable\n S&P\/Moody's Utilization Fee\n --------------------------------------------------\n \n LEVEL 1\n A+\/A1 or above 0.050%\n --------------------------------------------------\n LEVEL 2\n A\/A2 0.050%\n --------------------------------------------------\n LEVEL 3\n A-\/A3 0.050%\n --------------------------------------------------\n LEVEL 4\n BBB+\/Baa1 0.075%\n --------------------------------------------------\n LEVEL 5\n Lower than Level 4 0.125%\n --------------------------------------------------\n\n\n \"ASSIGNMENT AND ACCEPTANCE\" means an assignment and acceptance\n entered into by a Lender and an Eligible Assignee, and accepted by the\n Agent, in substantially the form of Exhibit C hereto.\n\n \"ASSUMING LENDER\" has the meaning specified in Section 2.18(c).\n\n \"ASSUMPTION AGREEMENT\" has the meaning specified in Section 2.18(c).\n\n \"BASE RATE\" means a fluctuating interest rate per annum in effect\n from time to time, which rate per annum shall at all times be equal to the\n highest of:\n\n (a) the rate of interest announced publicly by Citibank in New\n York, New York, from time\n\n\n\n to time, as Citibank's base rate;\n\n (b) the sum (adjusted to the nearest 1\/4 of 1% or, if there is\n no nearest 1\/4 of 1%, to the next higher 1\/4 of 1%) of (i) 1\/2 of 1%\n per annum, PLUS (ii) the rate obtained by dividing (A) the latest\n three-week moving average of secondary market morning offering rates\n in the United States for three-month certificates of deposit of\n major United States money market banks, such three-week moving\n average (adjusted to the basis of a year of 360 days) being\n determined weekly on each Monday (or, if such day is not a Business\n Day, on the next succeeding Business Day) for the three-week period\n ending on the previous Friday by Citibank on the basis of such rates\n reported by certificate of deposit dealers to and published by the\n Federal Reserve Bank of New York or, if such publication shall be\n suspended or terminated, on the basis of quotations for such rates\n received by Citibank from three New York certificate of deposit\n dealers of recognized standing selected by Citibank, by (B) a\n percentage equal to 100% minus the average of the daily percentages\n specified during such three-week period by the Board of Governors of\n the Federal Reserve System (or any successor) for determining the\n maximum reserve requirement (including, but not limited to, any\n emergency, supplemental or other marginal reserve requirement) for\n Citibank with respect to liabilities consisting of or including\n (among other liabilities) three-month U.S. dollar non-personal time\n deposits in the United States, PLUS (iii) the average during such\n three-week period of the annual assessment rates estimated by\n Citibank for determining the then current annual assessment payable\n by Citibank to the Federal Deposit Insurance Corporation (or any\n successor) for insuring U.S. dollar deposits of Citibank in the\n United States; and\n\n (c) 1\/2 of one percent per annum above the Federal Funds Rate.\n\n \"BASE RATE ADVANCE\" means a Revolving Credit Advance denominated in\n Dollars that bears interest as provided in Section 2.07(a)(i).\n\n \"BORROWERS\" means, collectively, the Company and the Designated\n Subsidiaries from time to time.\n\n \"BORROWING\" means a Revolving Credit Borrowing or a Competitive Bid\n Borrowing.\n\n \"BUSINESS DAY\" means a day of the year on which banks are not\n required or authorized by law to close in New York City and, if the\n applicable Business Day relates to any Eurocurrency Rate Advances or LIBO\n Rate Advances, on which dealings are carried on in the London interbank\n market and banks are open for business in London and in the country of\n issue of the currency of such Eurocurrency Rate Advance or LIBO Rate\n Advance (or, in the case of an Advance denominated in the euro, in\n Frankfurt, Germany).\n\n \"COMMITMENT\" means as to any Lender (a) the Dollar amount set forth\n opposite such Lender's name on the signature pages hereof, (b) if such\n Lender has become a Lender hereunder pursuant to an Assumption Agreement,\n the Dollar amount set forth in such Assumption Agreement or (c) if such\n Lender has entered into any Assignment and Acceptance, the Dollar amount\n set forth for such Lender in the Register maintained by the Agent pursuant\n to Section 9.07(d), as such amount may be reduced pursuant to Section\n 2.05.\n\n \"COMMITTED CURRENCIES\" means lawful currency of the United Kingdom\n of Great Britain and Northern Ireland, lawful currency of the Federal\n Republic of Germany, lawful currency of the Republic of France, lawful\n currency of The Swiss Federation, lawful currency of Japan, Euro and any\n other currency requested by the applicable Borrower that can be provided\n by all Lenders.\n\n \"COMPETITIVE BID ADVANCE\" means an advance by a Lender to any\n Borrower as part of a Competitive Bid Borrowing resulting from the\n competitive bidding procedure described in Section 2.03 and refers to a\n Fixed Rate Advance or a LIBO Rate Advance.\n\n \"COMPETITIVE BID BORROWING\" means a borrowing consisting of\n simultaneous Competitive Bid Advances from each of the Lenders whose offer\n to make one or more Competitive Bid Advances as part of\n\n\n\n such borrowing has been accepted under the competitive bidding procedure\n described in Section 2.03.\n\n \"COMPETITIVE BID NOTE\" means a promissory note of any Borrower\n payable to the order of any Lender, in substantially the form of Exhibit\n A-2 hereto, evidencing the indebtedness of such Borrower to such Lender\n resulting from a Competitive Bid Advance made by such Lender to such\n Borrower.\n\n \"COMPETITIVE BID REDUCTION\" has the meaning specified in Section\n 2.01.\n\n \"CONFIDENTIAL INFORMATION\" means information that any Borrower\n furnishes to the Agent or any Lender in a writing other than written\n information which is on its face publicly available information, but does\n not include any such information that is or becomes generally available to\n the public or that is or becomes available to the Agent or such Lender\n from a source other than a Borrower.\n\n \"CONSENTING LENDER\" has the meaning specified in Section 2.18(b).\n\n \"CONSOLIDATED\" refers to the consolidation of accounts in accordance\n with GAAP.\n\n \"CONSOLIDATED SUBSIDIARY\" means at any date any Subsidiary or other\n entity the accounts of which would be consolidated with those of the\n Company in its Consolidated financial statements as of such date.\n\n \"CONVERT\", \"CONVERSION\" and \"CONVERTED\" each refers to a conversion\n of Revolving Credit Advances of one Type into Revolving Credit Advances of\n the other Type pursuant to Section 2.08 or 2.09.\n\n \"DEBT\" of any Person means, without duplication, (a) all\n indebtedness of such Person for borrowed money, (b) all obligations of\n such Person for the deferred purchase price of property or services (other\n than trade payables incurred in the ordinary course of such Person's\n business), (c) all obligations of such Person evidenced by notes, bonds,\n debentures or other similar instruments, (d) all obligations of such\n Person created or arising under any conditional sale or other title\n retention agreement with respect to property acquired by such Person (even\n though the rights and remedies of the seller or lender under such\n agreement in the event of default are limited to repossession or sale of\n such property), (e) all obligations of such Person as lessee under leases\n that have been or should be, in accordance with generally accepted\n accounting principles, recorded as capital leases, (f) all obligations,\n contingent or otherwise, of such Person in respect of acceptances, letters\n of credit or similar extensions of credit, (g) all obligations of such\n Person in respect of Hedge Agreements, (h) all Debt of others referred to\n in clauses (a) through (g) above or clause (i) below guaranteed directly\n or indirectly in any manner by such Person, or in effect guaranteed\n directly or indirectly by such Person through an agreement (1) to pay or\n purchase such Debt or to advance or supply funds for the payment or\n purchase of such Debt, (2) to purchase, sell or lease (as lessee or\n lessor) property, or to purchase or sell services, primarily for the\n purpose of enabling the debtor to make payment of such Debt or to assure\n the holder of such Debt against loss, (3) to supply funds to or in any\n other manner invest in the debtor (including any agreement to pay for\n property or services irrespective of whether such property is received or\n such services are rendered) or (4) otherwise to assure a creditor against\n loss, and (i) all Debt referred to in clauses (a) through (h) above\n secured by (or for which the holder of such Debt has an existing right,\n contingent or otherwise, to be secured by) any Lien on property\n (including, without limitation, accounts and contract rights) owned by\n such Person, even though such Person has not assumed or become liable for\n the payment of such Debt; PROVIDED, HOWEVER, that the term \"Debt\" shall\n not include obligations under agreements providing for indemnification,\n deferred purchase price payments or similar obligations incurred or\n assumed in connection with the acquisition or disposition of assets or\n stock, whether by merger or otherwise.\n\n \"DEBT FOR BORROWED MONEY\" of the Company means, without duplication,\n Debt for money borrowed or any capitalized lease obligation, any\n obligation under a purchase money mortgage, conditional sale or other\n title retention agreement or any obligation under notes payable or drafts\n accepted representing extensions of credit, but shall not include Debt\n evidenced by the Subordinated Convertible Notes or any Debt in respect of\n Hedge Agreements.\n\n\n\n \"DEFAULT\" means any Event of Default or any event that would\n constitute an Event of Default but for the requirement that notice be\n given or time elapse or both.\n\n \"DESIGNATED SUBSIDIARY\" means any direct or indirect wholly-owned\n Subsidiary of the Company designated for borrowing privileges under this\n Agreement pursuant to Section 9.09.\n\n \"DESIGNATION AGREEMENT\" means, with respect to any Designated\n Subsidiary, an agreement in the form of Exhibit E hereto signed by such\n Designated Subsidiary and the Company.\n\n \"DOLLARS\" and the \"$\" sign each means lawful currency of the United\n States of America.\n\n \"DOMESTIC LENDING OFFICE\" means, with respect to any Lender, the\n office of such Lender specified as its \"Domestic Lending Office\" opposite\n its name on Schedule I hereto or in the Assumption Agreement or the\n Assignment and Acceptance pursuant to which it became a Lender, or such\n other office of such Lender as such Lender may from time to time specify\n to the Company and the Agent.\n\n \"EBITDA\" means, for any period, net income (or net loss) PLUS the\n sum of (a) Interest Expense, (b) income tax expense, (c) depreciation\n expense, (d) amortization expense, in each case determined in accordance\n with GAAP for such period, (e) restructuring and other merger related\n charges, (f) costs related to the acquisition of Deutsch, Inc. and its\n Affiliates, (g) investment impairment charges, in the case of (e), (f) and\n (g), as recorded in the financial statements of the Company and its\n Consolidated Subsidiaries in accordance with GAAP for the fiscal quarters\n ended September 30, 2000, December 31, 2000 and March 31, 2001 and (h)\n non-recurring charges up to an aggregate amount of $100,000,000, as\n recorded in the financial statements of the Company and its Consolidated\n Subsidiaries in accordance with GAAP for the six months ended September\n 30, 2001.\n\n \"EFFECTIVE DATE\" has the meaning specified in Section 3.01.\n\n \"ELIGIBLE ASSIGNEE\" means (i) a Lender; (ii) an Affiliate of a\n Lender; and (iii) any other Person approved by the Agent and, unless an\n Event of Default has occurred and is continuing at the time any assignment\n is effected in accordance with Section 9.07, the Company, such approval\n not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, that\n neither the Company nor an Affiliate of the Company shall qualify as an\n Eligible Assignee.\n\n \"EQUIVALENT\" in Dollars of any Committed Currency on any date means\n the equivalent in Dollars of such Committed Currency determined by using\n the quoted spot rate at which the Sub-Agent's principal office in London\n offers to exchange Dollars for such Committed Currency in London at\n approximately 4:00 P.M. (London time) (unless otherwise indicated by the\n terms of this Agreement) on such date as is required pursuant to the terms\n of this Agreement, and the \"Equivalent\" in any Committed Currency of\n Dollars means the equivalent in such Committed Currency of Dollars\n determined by using the quoted spot rate at which the Sub-Agent's\n principal office in London offers to exchange such Committed Currency for\n Dollars in London at approximately 4:00 P.M. (London time) (unless\n otherwise indicated by the terms of this Agreement) on such date as is\n required pursuant to the terms of this Agreement.\n\n \"ERISA\" means the Employee Retirement Income Security Act of 1974,\n as amended from time to time, and the regulations promulgated and rulings\n issued thereunder.\n\n \"ERISA AFFILIATE\" means any Person that for purposes of Title IV of\n ERISA is a member of the Company's controlled group, or under common\n control with the Company, within the meaning of Section 414 of the\n Internal Revenue Code.\n\n \"ERISA EVENT\" means (a) the occurrence of a reportable event, within\n the meaning of Section 4043 of ERISA, with respect to any Plan unless the\n 30-day notice requirement with respect to such event has been waived by\n the PBGC; (b) the application for a minimum funding waiver with respect to\n a Plan; (c) the\n\n\n\n provision by the administrator of any Plan of a notice of intent to\n terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any\n such notice with respect to a plan amendment referred to in Section\n 4041(e) of ERISA); (d) the cessation of operations at a facility of the\n Company or any ERISA Affiliate in the circumstances described in Section\n 4062(e) of ERISA; (e) the withdrawal by the Company or any ERISA Affiliate\n from a Multiple Employer Plan during a plan year for which it was a\n substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the\n conditions for the imposition of a lien under Section 302(f) of ERISA\n shall have been met with respect to any Plan; (g) the adoption of an\n amendment to a Plan requiring the provision of security to such Plan\n pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of\n proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the\n occurrence of any event or condition described in Section 4042 of ERISA\n that constitutes grounds for the termination of, or the appointment of a\n trustee to administer, a Plan.\n\n \"EURIBO RATE\" means, for any Interest Period, the rate per annum\n appearing on Telerate Markets Page 248 (or on any successor or substitute\n page, or any successor to or substitute for Telerate Markets, providing\n rate quotations comparable to those currently provided on such page of\n Telerate Markets, as determined by the Agent from time to time for\n purposes of providing quotations of interest rates applicable to deposits\n in Euro by reference to the Banking Federation of the European Union\n Settlement Rates for deposits in Euro) at approximately 10:00 a.m., London\n time, two Business Days prior to the commencement of such Interest Period,\n as the rate for deposits in Euro with a maturity comparable to such\n Interest Period or, if for any reason such rate is not available, the\n average (rounded upward to the nearest whole multiple of 1\/16 of 1% per\n annum, if such average is not such a multiple) of the respective rates per\n annum at which deposits in Euros are offered by the principal office of\n each of the Reference Banks in London, England to prime banks in the\n London interbank market at 11:00 A.M. (London time) two Business Days\n before the first day of such Interest Period in an amount substantially\n equal (x) in the case of Revolving Credit Borrowings, to such Reference\n Bank's Eurocurrency Rate Advance comprising part of such Revolving Credit\n Borrowing to be outstanding during such Interest Period and for a period\n equal to such Interest Period (subject, however, to the provisions of\n Section 2.08) or (y) in the case of Competitive Bid Borrowings, to the\n amount that would be the Reference Banks' respective ratable shares of\n such Borrowing if such Borrowing were to be a Revolving Credit Borrowing\n to be outstanding during such Interest Period and for a period equal to\n such Interest Period (subject, however, to the provisions of Section\n 2.08).\n\n \"EURO\" means the lawful currency of the European Union as\n constituted by the Treaty of Rome which established the European\n Community, as such treaty may be amended from time to time and as referred\n to in the EMU legislation.\n\n \"EUROCURRENCY LIABILITIES\" has the meaning assigned to that term in\n Regulation D of the Board of Governors of the Federal Reserve System, as\n in effect from time to time.\n\n \"EUROCURRENCY LENDING OFFICE\" means, with respect to any Lender, the\n office of such Lender specified as its \"Eurocurrency Lending Office\"\n opposite its name on Schedule I hereto or in the Assumption Agreement or\n the Assignment and Acceptance pursuant to which it became a Lender (or, if\n no such office is specified, its Domestic Lending Office), or such other\n office of such Lender as such Lender may from time to time specify to the\n Company and the Agent.\n\n \"EUROCURRENCY RATE\" means, for any Interest Period for each\n Eurocurrency Rate Advance comprising part of the same Revolving Credit\n Borrowing, an interest rate per annum equal to the rate per annum obtained\n by dividing (a)(i) in the case of any Revolving Credit Borrowing\n denominated in Dollars or any Committed Currency other than Euro, the rate\n per annum (rounded upward to the nearest whole multiple of 1\/16 of 1% per\n annum) appearing on Telerate Markets Page 3750 (or any successor page) as\n the London interbank offered rate for deposits in Dollars or the\n applicable Committed Currency at approximately 11:00 A.M. (London time)\n two Business Days prior to the first day of such Interest Period for a\n term comparable to such Interest Period or, if for any reason such rate is\n not available, the average (rounded upward to the nearest whole multiple\n of 1\/16 of 1% per annum, if such average is not such a multiple) of the\n respective rates per annum at which deposits in Dollars or the applicable\n Committed\n\n\n\n Currency are offered by the principal office of each of the Reference\n Banks in London, England to prime banks in the London interbank market at\n 11:00 A.M. (London time) two Business Days before the first day of such\n Interest Period in an amount substantially equal to such Reference Bank's\n Eurocurrency Rate Advance comprising part of such Revolving Credit\n Borrowing to be outstanding during such Interest Period and for a period\n equal to such Interest Period (subject, however, to the provisions of\n Section 2.08) or (ii) in the case of any Revolving Credit Borrowing\n denominated in Euro, the EURIBO Rate by (b) a percentage equal to 100%\n minus the Eurocurrency Rate Reserve Percentage for such Interest Period.\n\n \"EUROCURRENCY RATE ADVANCE\" means a Revolving Credit Advance\n denominated in Dollars or a Committed Currency that bears interest as\n provided in Section 2.07(a)(ii).\n\n \"EUROCURRENCY RATE RESERVE PERCENTAGE\" for any Interest Period for\n all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of\n the same Borrowing means the reserve percentage applicable two Business\n Days before the first day of such Interest Period under regulations issued\n from time to time by the Board of Governors of the Federal Reserve System\n (or any successor) for determining the maximum reserve requirement\n (including, without limitation, any emergency, supplemental or other\n marginal reserve requirement) for a member bank of the Federal Reserve\n System in New York City with respect to liabilities or assets consisting\n of or including Eurocurrency Liabilities (or with respect to any other\n category of liabilities that includes deposits by reference to which the\n interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is\n determined) having a term equal to such Interest Period.\n\n \"EVENTS OF DEFAULT\" has the meaning specified in Section 6.01.\n\n \"EXTENSION DATE\" has the meaning specified in Section 2.18(b).\n\n \"FEDERAL FUNDS RATE\" means, for any period, a fluctuating interest\n rate per annum equal for each day during such period to the weighted\n average of the rates on overnight Federal funds transactions with members\n of the Federal Reserve System arranged by Federal funds brokers, as\n published for such day (or, if such day is not a Business Day, for the\n next preceding Business Day) by the Federal Reserve Bank of New York, or,\n if such rate is not so published for any day that is a Business Day, the\n average of the quotations for such day on such transactions received by\n the Agent from three Federal funds brokers of recognized standing selected\n by it.\n\n \"FIXED RATE ADVANCES\" has the meaning specified in Section\n 2.03(a)(i), which Advances shall be denominated in Dollars or in any\n Committed Currency.\n\n \"GAAP\" has the meaning specified in Section 1.03.\n\n \"HEDGE AGREEMENTS\" means interest rate swap, cap or collar\n agreements, interest rate future or option contracts, currency swap\n agreements, currency future or option contracts and other similar\n agreements.\n\n \"INFORMATION MEMORANDUM\" means the information memorandum dated May\n 24, 2001 used by the Agent in connection with the syndication of the\n Commitments.\n\n \"INTEREST EXPENSE\" means, for any period, without duplication,\n interest expense (including the interest component on obligations under\n capitalized leases), whether paid or accrued, on all Debt of the Company\n and its Consolidated Subsidiaries for such period, but shall not include\n non-cash interest on the Subordinated Convertible Notes.\n\n \"INTEREST PERIOD\" means, for each Eurocurrency Rate Advance\n comprising part of the same Revolving Credit Borrowing and each LIBO Rate\n Advance comprising part of the same Competitive Bid Borrowing, the period\n commencing on the date of such Eurocurrency Rate Advance\n\n\n\n or LIBO Rate Advance or the date of the Conversion of any Base Rate\n Advance into such Eurocurrency Rate Advance and ending on the last day of\n the period selected by the Borrower requesting such Borrowing pursuant to\n the provisions below and, thereafter, with respect to Eurocurrency Rate\n Advances, each subsequent period commencing on the last day of the\n immediately preceding Interest Period and ending on the last day of the\n period selected by such Borrower pursuant to the provisions below. The\n duration of each such Interest Period shall be one, two, three or six\n months, or nine or twelve months if available to all Lenders, as such\n Borrower may, upon notice received by the Agent not later than 11:00 A.M.\n (New York City time) on the third Business Day prior to the first day of\n such Interest Period, select; PROVIDED, HOWEVER, that:\n\n (i) such Borrower may not select any Interest Period that ends\n after the Termination Date or, if the Revolving Credit Advances have\n been converted to a term loan pursuant to Section 2.06 prior to such\n selection, that ends after the Maturity Date;\n\n (ii) Interest Periods commencing on the same date for\n Eurocurrency Rate Advances comprising part of the same Revolving\n Credit Borrowing or for LIBO Rate Advances comprising part of the\n same Competitive Bid Borrowing shall be of the same duration;\n\n (iii) whenever the last day of any Interest Period would\n otherwise occur on a day other than a Business Day, the last day of\n such Interest Period shall be extended to occur on the next\n succeeding Business Day, PROVIDED, HOWEVER, that, if such extension\n would cause the last day of such Interest Period to occur in the\n next following calendar month, the last day of such Interest Period\n shall occur on the next preceding Business Day; and\n\n (iv) whenever the first day of any Interest Period occurs on a\n day of an initial calendar month for which there is no numerically\n corresponding day in the calendar month that succeeds such initial\n calendar month by the number of months equal to the number of months\n in such Interest Period, such Interest Period shall end on the last\n Business Day of such succeeding calendar month.\n\n \"INTERNAL REVENUE CODE\" means the Internal Revenue Code of 1986, as\n amended from time to time, and the regulations promulgated and rulings\n issued thereunder.\n\n \"LENDERS\" means the Initial Lenders, each Assuming Lender that shall\n become a party hereto pursuant to Section 2.18 and each Person that shall\n become a party hereto pursuant to Section 9.07.\n\n \"LIBO RATE\" means, for any Interest Period for all LIBO Rate\n Advances comprising part of the same Competitive Bid Borrowing, an\n interest rate per annum equal to the rate per annum obtained by dividing\n (a)(i) in the case of any Competitive Bid Borrowing denominated in Dollars\n or any Committed Currency other than Euro, the rate per annum (rounded\n upward to the nearest whole multiple of 1\/16 of 1% per annum) appearing on\n Telerate Markets Page 3750 (or any successor page) as the London interbank\n offered rate for deposits in Dollars or the applicable Committed Currency\n at approximately 11:00 A.M. (London time) two Business Days prior to the\n first day of such Interest Period for a term comparable to such Interest\n Period or, if for any reason such rate is not available, the average\n (rounded upward to the nearest whole multiple of 1\/16 of 1% per annum, if\n such average is not such a multiple) of the respective rates per annum at\n which deposits in Dollars or the applicable Committed Currency are offered\n by the principal office of each of the Reference Banks in London, England\n to prime banks in the London interbank market at 11:00 A.M. (London time)\n two Business Days before the first day of such Interest Period in an\n amount substantially equal to the amount that would be the Reference\n Banks' respective ratable shares of such Borrowing if such Borrowing were\n to be a Revolving Credit Borrowing to be outstanding during such Interest\n Period and for a period equal to such Interest Period (subject, however,\n to the provisions of Section 2.08) or (ii) in the case of any Competitive\n Bid Borrowing denominated in Euro, the EURIBO Rate by (b) a percentage\n equal to 100% minus the Eurocurrency Rate Reserve Percentage for such\n Interest Period.\n\n \"LIBO RATE ADVANCES\" means a Competitive Bid Advance denominated in\n Dollars or in any\n\n\n\n Committed Currency and bearing interest based on the LIBO Rate.\n\n \"LIEN\" means any lien, security interest or other charge or\n encumbrance of any kind, or any other type of preferential arrangement,\n including, without limitation, the lien or retained security title of a\n conditional vendor and the assignment of the right to receive income.\n\n \"MATERIAL ADVERSE CHANGE\" means any material adverse change in the\n business, financial condition or results of operations of the Company and\n its Consolidated Subsidiaries taken as a whole.\n\n \"MATERIAL ADVERSE EFFECT\" means a material adverse effect on (a) the\n business, financial condition or results of operations of the Company and\n its Consolidated Subsidiaries taken as a whole, (b) the rights and\n remedies of the Agent or any Lender under this Agreement or any Note or\n (c) the ability of the Company to perform its obligations under this\n Agreement or any Note.\n\n \"MATURITY DATE\" means the earlier of (a) the first anniversary of\n the Termination Date and (b) the date of termination in whole of the\n aggregate Commitments pursuant to Section 2.05 or 6.01.\n\n \"MOODY'S\" means Moody's Investors Service, Inc.\n\n \"MULTIEMPLOYER PLAN\" means a multiemployer plan, as defined in\n Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate\n is making or accruing an obligation to make contributions, or has within\n\n any of the preceding five plan years made or accrued an obligation to make\n contributions.\n\n \"MULTIPLE EMPLOYER PLAN\" means a single employer plan, as defined in\n Section 4001(a)(15) of ERISA, subject to Title IV of ERISA that (a) is\n maintained for employees of the Company or any ERISA Affiliate and at\n least one Person other than the Company and the ERISA Affiliates or (b)\n was so maintained and in respect of which the Company or any ERISA\n Affiliate could have liability under Section 4064 or 4069 of ERISA in the\n event such plan has been or were to be terminated.\n\n \"NON-CONSENTING LENDER\" has the meaning specified in Section\n 2.18(b).\n\n \"NOTE\" means a Revolving Credit Note or a Competitive Bid Note.\n\n \"NOTICE OF REVOLVING CREDIT BORROWING\" has the meaning specified in\n Section 2.02(a).\n\n \"NOTICE OF COMPETITIVE BID BORROWING\" has the meaning specified in\n Section 2.03(a).\n\n \"PAYMENT OFFICE\" means, for any Committed Currency, such office of\n Citibank as shall be from time to time selected by the Agent and notified\n by the Agent to the Company and the Lenders.\n\n \"PBGC\" means the Pension Benefit Guaranty Corporation (or any\n successor).\n\n \"PERSON\" means an individual, partnership, corporation (including a\n business trust), joint stock company, trust, unincorporated association,\n joint venture, limited liability company or other entity, or a government\n or any political subdivision or agency thereof.\n\n \"PLAN\" means a Single Employer Plan or a Multiple Employer Plan.\n\n \"PUBLIC DEBT RATING\" means, as of any date, the lowest rating that\n has been most recently announced by either S&P or Moody's, as the case may\n be, for any class of non-credit enhanced long-term senior unsecured debt\n issued by the Company. For purposes of the foregoing, (a) if only one of\n S&P and Moody's shall have in effect a Public Debt Rating, the Applicable\n Margin, the Applicable Percentage and the Applicable Utilization Fee shall\n be determined by reference to the available Public Debt Rating announced\n by either S&P or Moody's; (b) if neither S&P nor Moody's shall have in\n effect a Public Debt\n\n\n\n Rating, the Applicable Margin, the Applicable Percentage and the\n Applicable Utilization Fee will be set in accordance with Level 5 under\n the definition of \"APPLICABLE MARGIN\", \"APPLICABLE PERCENTAGE\" or\n \"APPLICABLE UTILIZATION FEE\", as the case may be; (c) if such ratings\n established by S&P and Moody's shall fall within different levels, the\n Applicable Margin, the Applicable Percentage and the Applicable\n Utilization Fee shall be based upon the higher of such ratings, except\n that, in the event that the lower of such ratings is more than one level\n below the higher of such ratings, the Applicable Margin, the Applicable\n Percentage and the Applicable Utilization Fee shall be based upon the\n level immediately above the lower of such ratings; (d) if any such rating\n established by S&P or Moody's shall be changed, such change shall be\n effective as of the date on which such change is first announced publicly\n by the rating agency making such change; and (e) if S&P or Moody's shall\n change the basis on which ratings are established, each reference to the\n Public Debt Rating announced by S&P or Moody's, as the case may be, shall\n refer to the then equivalent rating by S&P or Moody's, as the case may be.\n\n \"REFERENCE BANKS\" means Citibank, HSBC Bank USA and The Chase\n Manhattan Bank.\n\n \"REGISTER\" has the meaning specified in Section 9.07(d).\n\n \"REQUIRED LENDERS\" means at any time Lenders owed at least a\n majority in interest of the then aggregate outstanding principal amount\n (based on the Equivalent in Dollars at such time) of the Revolving Credit\n Advances, or, if no such principal amount is then outstanding, Lenders\n having at least a majority in amount of the Commitments or, if no such\n principal amount is then outstanding and the Commitments have been\n terminated, Lenders having at least a majority in interest of the then\n aggregate outstanding principal amount (based on the Equivalent in Dollars\n at such time) of the Competitive Bid Advances.\n\n \"REVOLVING CREDIT ADVANCE\" means an advance by a Lender to any\n Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate\n Advance or a Eurocurrency Rate Advance (each of which shall be a \"TYPE\" of\n Revolving Credit Advance).\n\n \"REVOLVING CREDIT BORROWING\" means a borrowing consisting of\n simultaneous Revolving Credit Advances of the same Type made by each of\n the Lenders pursuant to Section 2.01.\n\n \"REVOLVING CREDIT NOTE\" means a promissory note of any Borrower\n payable to the order of any Lender, delivered pursuant to a request made\n under Section 2.16 in substantially the form of Exhibit A-1 hereto,\n evidencing the aggregate indebtedness of such Borrower to such Lender\n resulting from the Revolving Credit Advances made by such Lender to such\n Borrower.\n\n \"S&P\" means Standard & Poor's, a division of The McGraw-Hill\n Companies, Inc.\n\n \"SINGLE EMPLOYER PLAN\" means a single employer plan, as defined in\n Section 4001(a)(15) of ERISA, subject to Title IV of ERISA that (a) is\n maintained for employees of the Company or any ERISA Affiliate and no\n Person other than the Company and the ERISA Affiliates or (b) was so\n maintained and in respect of which the Company or any ERISA Affiliate\n could have liability under Section 4069 of ERISA in the event such plan\n has been or were to be terminated.\n\n \"SUB-AGENT\" means Citibank International plc.\n\n \"SUBORDINATED CONVERTIBLE NOTES\" means (a) the 1.80% Convertible\n Subordinated Notes due 2004 of the Company issued on September 16, 1997\n and (b) the 1.87% Convertible Subordinated Notes due 2006 of the Company\n issued on June 1, 1999.\n\n \"SUBSIDIARY\" of any Person means any corporation, partnership, joint\n venture, limited liability company, trust or estate of which (or in which)\n more than 50% of (a) the issued and outstanding capital stock having\n ordinary voting power to elect a majority of the Board of Directors of\n such corporation (irrespective of whether at the time capital stock of any\n other class or classes of such corporation shall or might have voting\n power upon the occurrence of any contingency), (b) the interest in the\n capital or profits of such limited liability company, partnership or joint\n venture or (c) the beneficial interest in such trust or\n\n\n\n estate is at the time directly or indirectly owned or controlled by such\n Person, by such Person and one or more of its other Subsidiaries or by one\n or more of such Person's other Subsidiaries.\n\n \"TERM LOAN CONVERSION DATE\" means the Termination Date on which all\n Revolving Credit Advances outstanding on such date are converted into a\n term loan pursuant to Section 2.06.\n\n \"TERM LOAN ELECTION\" has the meaning specified in Section 2.06.\n\n \"TERMINATION DATE\" means the earlier of (a) June 25, 2002, subject\n to the extension thereof pursuant to Section 2.18 and (b) the date of\n termination in whole of the Commitments pursuant to Section 2.05 or 6.01;\n PROVIDED, HOWEVER, that the Termination Date of any Lender that is a\n Non-Consenting Lender to any requested extension pursuant to Section 2.18\n shall be the Termination Date in effect immediately prior to the\n applicable Extension Date for all purposes of this Agreement.\n\n \"VOTING STOCK\" means capital stock issued by a corporation, or\n equivalent interests in any other Person, the holders of which are\n ordinarily, in the absence of contingencies, entitled to vote for the\n election of directors (or persons performing similar functions) of such\n Person, even if the right so to vote has been suspended by the happening\n of such a contingency.\n\n SECTION 1.02. COMPUTATION OF TIME PERIODS. In this Agreement in the\ncomputation of periods of time from a specified date to a later specified date,\nthe word \"from\" means \"from and including\" and the words \"to\" and \"until\" each\nmean \"to but excluding\".\n\n SECTION 1.03. ACCOUNTING TERMS. All accounting terms not\nspecifically defined herein shall be construed in accordance with generally\naccepted accounting principles consistent with those applied in the preparation\nof the financial statements referred to in Section 4.01(e) (\"GAAP\").\n\n ARTICLE II\n\n AMOUNTS AND TERMS OF THE ADVANCES\n\n SECTION 2.01. THE REVOLVING CREDIT ADVANCES. Each Lender severally\nagrees, on the terms and conditions hereinafter set forth, to make Revolving\nCredit Advances to any Borrower from time to time on any Business Day during the\nperiod from the Effective Date until the Termination Date in an aggregate amount\n(based in respect of any Revolving Credit Advances to be denominated in a\nCommitted Currency on the Equivalent in Dollars determined on the date of\ndelivery of the applicable Notice of Revolving Credit Borrowing) for all\nBorrowers not to exceed at any time outstanding such Lender's Commitment\nPROVIDED that the aggregate amount of the Commitments of the Lenders shall be\ndeemed used from time to time to the extent of the aggregate amount (based in\nrespect of any Competitive Bid Advance denominated in a Committed Currency on\nthe Equivalent in Dollars at such time) of the Competitive Bid Advances then\noutstanding and such deemed use of the aggregate amount of the Commitments shall\nbe allocated among the Lenders ratably according to their respective Commitments\n(such deemed use of the aggregate amount of the Commitments being a \"COMPETITIVE\nBID REDUCTION\"). Each Revolving Credit Borrowing shall be in an aggregate amount\nof $10,000,000 or an integral multiple of $1,000,000 in excess thereof in the\ncase of Revolving Credit Advances denominated in Dollars and the Equivalent of\n$5,000,000 or an integral multiple of $1,000,000 in excess thereof in the case\nof Revolving Credit Advances denominated in any Committed Currency (determined\non the date of the applicable Notice of Revolving Credit Borrowing) and shall\nconsist of Revolving Credit Advances of the same Type made on the same day by\nthe Lenders ratably according to their respective Commitments. Within the limits\nof each Lender's Commitment, any Borrower may borrow under this Section 2.01,\nprepay pursuant to Section 2.10 and reborrow under this Section 2.01.\n\n SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES. (a) Each\nRevolving Credit Borrowing shall be made on notice, given not later than (x)\n10:00 A.M. (New York City time) on the second Business Day prior to the date of\nthe proposed Revolving Credit Borrowing in the case of a Revolving Credit\nBorrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y)\n4:00 P.M. (London time) on the third Business Day prior to the date of the\nproposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing\nconsisting of Eurocurrency Rate Advances denominated in any Committed Currency,\nor (z) 12:00 noon (New York City time) on\n\n\n\nthe date of the proposed Revolving Credit Borrowing in the case of a Revolving\nCredit Borrowing consisting of Base Rate Advances, by any Borrower to the Agent\n(and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency\nRate Advances, simultaneously to the Sub-Agent), which shall give to each Lender\nprompt notice thereof by telecopier or telex. Each such notice of a Revolving\nCredit Borrowing (a \"NOTICE OF REVOLVING CREDIT BORROWING\") shall be by\ntelephone, confirmed immediately in writing, or telecopier or telex in\nsubstantially the form of Exhibit B-1 hereto, specifying therein the requested\n(i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising\nsuch Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit\nBorrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of\nEurocurrency Rate Advances, initial Interest Period and currency for each such\nRevolving Credit Advance; PROVIDED, HOWEVER, that if any such notice shall fail\nto specify a currency, Dollars shall be deemed to have been specified. Each\nLender shall, before 2:00 P.M. (New York City time) on the date of such\nRevolving Credit Borrowing, in the case of a Revolving Credit Borrowing\nconsisting of Advances denominated in Dollars, and before 11:00 A.M. (London\ntime) on the date of such Revolving Credit Borrowing, in the case of a Revolving\nCredit Borrowing consisting of Eurocurrency Rate Advances denominated in any\nCommitted Currency, make available for the account of its Applicable Lending\nOffice to the Agent at the applicable Agent's Account, in same day funds, such\nLender's ratable portion of such Revolving Credit Borrowing. After the Agent's\nreceipt of such funds and upon fulfillment of the applicable conditions set\nforth in Article III, the Agent will make such funds available to the Borrower\nrequesting the Revolving Credit Borrowing at the Agent's address referred to in\nSection 9.02 or, in the case of a Revolving Credit Borrowing in a Committed\nCurrency, at the applicable Payment Office, as the case may be.\n\n (b) Anything in subsection (a) above to the contrary\nnotwithstanding, (i) no Borrower may select Eurocurrency Rate Advances for any\nRevolving Credit Borrowing if the aggregate amount of such Revolving Credit\nBorrowing is less than $5,000,000 (or the Equivalent thereof in a Committed\nCurrency) or if the obligation of the Lenders to make Eurocurrency Rate Advances\nshall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the\nEurocurrency Rate Advances may not be outstanding as part of more than twenty\nseparate Revolving Credit Borrowings.\n\n (c) Each Notice of Revolving Credit Borrowing of any Borrower shall\nbe irrevocable and binding on such Borrower. In the case of any Revolving Credit\nBorrowing that the related Notice of Revolving Credit Borrowing specifies is to\nbe comprised of Eurocurrency Rate Advances, the Borrower requesting such\nRevolving Credit Borrowing shall indemnify each Lender against any loss, cost or\nexpense incurred by such Lender as a result of any failure to fulfill on or\nbefore the date specified in such Notice of Revolving Credit Borrowing for such\nRevolving Credit Borrowing the applicable conditions set forth in Article III,\nincluding, without limitation, any loss (excluding loss of anticipated profits),\ncost or expense incurred by reason of the liquidation or reemployment of\ndeposits or other funds acquired by such Lender to fund the Revolving Credit\nAdvance to be made by such Lender as part of such Revolving Credit Borrowing\nwhen such Revolving Credit Advance, as a result of such failure, is not made on\nsuch date.\n\n (d) Unless the Agent shall have received notice from a Lender prior\nto the time of any Revolving Credit Borrowing that such Lender will not make\navailable to the Agent such Lender's ratable portion of such Revolving Credit\nBorrowing, the Agent may assume that such Lender has made such portion available\nto the Agent on the date of such Revolving Credit Borrowing in accordance with\nsubsection (a) of this Section 2.02 and the Agent may, in reliance upon such\nassumption, make available to the Borrower proposing the Revolving Credit\nBorrowing on such date a corresponding amount. If and to the extent that such\nLender shall not have so made such ratable portion available to the Agent, such\nLender and such Borrower severally agree to repay to the Agent forthwith on\ndemand such corresponding amount together with interest thereon, for each day\nfrom the date such amount is made available to such Borrower until the date such\namount is repaid to the Agent, at (i) in the case of such Borrower, the higher\nof (A) the interest rate applicable at the time to Revolving Credit Advances\ncomprising such Revolving Credit Borrowing and (B) the cost of funds incurred by\nthe Agent in respect of such amount and (ii) in the case of such Lender, (A) the\nFederal Funds Rate in the case of Advances denominated in Dollars or (B) the\ncost of funds incurred by the Agent in respect of such amount in the case of\nAdvances denominated in Committed Currencies. If such Lender shall repay to the\nAgent such corresponding amount, such amount so repaid shall constitute such\nLender's Revolving Credit Advance as part of such Revolving Credit Borrowing for\npurposes of this Agreement.\n\n (e) The failure of any Lender to make the Revolving Credit Advance to be\nmade by it as part of any\n\n\n\nRevolving Credit Borrowing shall not relieve any other Lender of its obligation,\nif any, hereunder to make its Revolving Credit Advance on the date of such\nRevolving Credit Borrowing, but no Lender shall be responsible for the failure\nof any other Lender to make the Revolving Credit Advance to be made by such\nother Lender on the date of any Revolving Credit Borrowing.\n\n SECTION 2.03. THE COMPETITIVE BID ADVANCES. (a) Each Lender\nseverally agrees that any Borrower may make Competitive Bid Borrowings under\nthis Section 2.03 from time to time on any Business Day during the period from\nthe date hereof until the date occurring 30 days prior to the Termination Date\nin the manner set forth below; PROVIDED that, following the making of each\nCompetitive Bid Borrowing, the aggregate amount of the Advances then outstanding\n(based in respect of any Advance denominated in a Committed Currency on the\nEquivalent in Dollars at the time such Competitive Bid Borrowing is requested)\nshall not exceed the aggregate amount of the Commitments of the Lenders\n(computed without regard to any Competitive Bid Reduction).\n\n (i) Any Borrower may request a Competitive Bid Borrowing under this\n Section 2.03 by delivering to the Agent (and, in the case of a Competitive\n Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances\n to be denominated in Dollars, simultaneously to the Sub-Agent), by\n telecopier or telex, a notice of a Competitive Bid Borrowing (a \"NOTICE OF\n COMPETITIVE BID BORROWING\"), in substantially the form of Exhibit B-2\n hereto, specifying therein the requested (A) date of such proposed\n Competitive Bid Borrowing, (B) aggregate amount of such proposed\n Competitive Bid Borrowing, (C) interest rate basis and day count\n convention to be offered by the Lenders, (D) currency of such proposed\n Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing\n consisting of LIBO Rate Advances, Interest Period, or in the case of a\n Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity date\n for repayment of each Fixed Rate Advance to be made as part of such\n Competitive Bid Borrowing (which maturity date may not be earlier than the\n date occurring 30 days after the date of such Competitive Bid Borrowing or\n later than the Termination Date), (F) interest payment date or dates\n relating thereto, (G) location of such Borrower's account to which funds\n are to be advanced and (H) other terms (if any) to be applicable to such\n Competitive Bid Borrowing, not later than (w) 10:00 A.M. (New York City\n time) at least one Business Day prior to the date of the proposed\n Competitive Bid Borrowing, if such Borrower shall specify in the Notice of\n Competitive Bid Borrowing that the rates of interest to be offered by the\n Lenders shall be fixed rates per annum (the Advances comprising any such\n Competitive Bid Borrowing being referred to herein as \"FIXED RATE\n ADVANCES\") and that the Advances comprising such proposed Competitive Bid\n Borrowing shall be denominated in Dollars, (x) 10:00 A.M. (New York City\n time) at least four Business Days prior to the date of the proposed\n Competitive Bid Borrowing, if such Borrower shall specify in the Notice of\n Competitive Bid Borrowing that the Advances comprising such Competitive\n Bid Borrowing shall be LIBO Rate Advances denominated in Dollars, (y)\n 10:00 A.M. (London time) at least two Business Days prior to the date of\n the proposed Competitive Bid Borrowing, if such Borrower shall specify in\n the Notice of Competitive Bid Borrowing that the Advances comprising such\n proposed Competitive Bid Borrowing shall be Fixed Rate Advances\n denominated in any Committed Currency and (z) 10:00 A.M. (London time) at\n least four Business Days prior to the date of the proposed Competitive Bid\n Borrowing, if such Borrower shall specify in the Notice of Competitive Bid\n Borrowing that the Advances comprising such Competitive Bid Borrowing\n shall be LIBO Rate Advances denominated in any Committed Currency. Each\n Notice of Competitive Bid Borrowing shall be irrevocable and binding on\n such Borrower. Any Notice of Competitive Bid Borrowing by a Designated\n Subsidiary shall be given to the Agent (or the Sub-Agent, as the case may\n be) from its office in New York, New York on behalf of such Designated\n Subsidiary.\n\n (ii) Each Lender may, if, in its sole discretion, it elects to do\n so, irrevocably offer to make one or more Competitive Bid Advances to the\n Borrower proposing the Competitive Bid Borrowing as part of such proposed\n Competitive Bid Borrowing at a rate or rates of interest specified by such\n Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as\n the case may be (which shall give prompt notice thereof to such Borrower),\n (A) before 9:30 A.M. (New York City time) on the date of such proposed\n Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing\n consisting of Fixed Rate Advances denominated in Dollars, (B) before 10:00\n A.M. (New York City time) three Business Days before the date of such\n proposed Competitive Bid Borrowing, in the case of a Competitive Bid\n Borrowing consisting of LIBO Rate Advances, denominated in Dollars, (C)\n before 12:00 noon (London time) on the\n\n\n\n Business Day prior to the date of such proposed Competitive Bid Borrowing,\n in the case of a Competitive Bid Borrowing consisting of Fixed Rate\n Advances denominated in any Committed Currency and (D) before 12:00 noon\n (London time) on the third Business Day prior to the date of such proposed\n Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing\n consisting of LIBO Rate Advances denominated in any Committed Currency, of\n the minimum amount and maximum amount of each Competitive Bid Advance\n which such Lender would be willing to make as part of such proposed\n Competitive Bid Borrowing (which amounts or the Equivalent thereof in\n Dollars, as the case may be, of such proposed Competitive Bid may, subject\n to the proviso to the first sentence of this Section 2.03(a), exceed such\n Lender's Commitment, if any), the rate or rates of interest therefor and\n such Lender's Applicable Lending Office with respect to such Competitive\n Bid Advance; PROVIDED that if the Agent in its capacity as a Lender shall,\n in its sole discretion, elect to make any such offer, it shall notify such\n Borrower of such offer at least 30 minutes before the time and on the date\n on which notice of such election is to be given to the Agent or to the\n Sub-Agent, as the case may be, by the other Lenders. If any Lender shall\n elect not to make such an offer, such Lender shall so notify the Agent\n before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon\n (London time) on the date on which notice of such election is to be given\n to the Agent or to the Sub-Agent, as the case may be, by the other\n Lenders, and such Lender shall not be obligated to, and shall not, make\n any Competitive Bid Advance as part of such Competitive Bid Borrowing;\n PROVIDED that the failure by any Lender to give such notice shall not\n cause such Lender to be obligated to make any Competitive Bid Advance as\n part of such proposed Competitive Bid Borrowing.\n\n (iii) The Borrower proposing the Competitive Bid Borrowing shall, in\n turn, (A) before 10:30 A.M. (New York City time) on the date of such\n proposed Competitive Bid Borrowing, in the case of a Competitive Bid\n Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B)\n before 11:00 A.M. (New York City time) three Business Days before the date\n of such proposed Competitive Bid Borrowing, in the case of a Competitive\n Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C)\n before 3:00 P.M. (London time) on the Business Day prior to the date of\n such proposed Competitive Bid Borrowing, in the case of a Competitive Bid\n Borrowing consisting of either Fixed Rate Advances denominated in any\n Committed Currency and (D) before 3:00 P.M. (London time) on the third\n Business Day prior to the date of such Competitive Bid Borrowing, in the\n case of a Competitive Bid Borrowing consisting of LIBO Rate Advances\n denominated in any Committed Currency, either:\n\n (x) cancel such Competitive Bid Borrowing by giving the Agent\n notice to that effect, or\n\n (y) accept one or more of the offers made by any Lender or\n Lenders pursuant to paragraph (ii) above, in its sole discretion, by\n giving notice to the Agent or to the Sub-Agent, as the case may be,\n of the amount of each Competitive Bid Advance (which amount shall be\n equal to or greater than the minimum amount, and equal to or less\n than the maximum amount, notified to such Borrower by the Agent or\n the Sub-Agent, as the case may be, on behalf of such Lender for such\n Competitive Bid Advance pursuant to paragraph (ii) above) to be made\n by each Lender as part of such Competitive Bid Borrowing, and reject\n any remaining offers made by Lenders pursuant to paragraph (ii)\n above by giving the Agent or the Sub-Agent, as the case may be,\n notice to that effect. Such Borrower shall accept the offers made by\n any Lender or Lenders to make Competitive Bid Advances in order of\n the lowest to the highest rates of interest offered by such Lenders.\n If two or more Lenders have offered the same interest rate, the\n amount to be borrowed at such interest rate will be allocated among\n such Lenders in proportion to the amount that each such Lender\n offered at such interest rate.\n\n (iv) If the Borrower proposing the Competitive Bid Borrowing\n notifies the Agent or the Sub-Agent, as the case may be, that such\n Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x)\n above, the Agent or the Sub-Agent, as the case may be, shall give prompt\n notice thereof to the Lenders and such Competitive Bid Borrowing shall not\n be made.\n\n\n\n (v) If the Borrower proposing the Competitive Bid Borrowing accepts\n one or more of the offers made by any Lender or Lenders pursuant to\n paragraph (iii)(y) above, the Agent or the Sub-Agent, as the case may be,\n shall in turn promptly notify (A) each Lender that has made an offer as\n described in paragraph (ii) above, of the date and aggregate amount of\n such Competitive Bid Borrowing and whether or not any offer or offers made\n by such Lender pursuant to paragraph (ii) above have been accepted by such\n Borrower, (B) each Lender that is to make a Competitive Bid Advance as\n part of such Competitive Bid Borrowing, of the amount of each Competitive\n Bid Advance to be made by such Lender as part of such Competitive Bid\n Borrowing, and (C) each Lender that is to make a Competitive Bid Advance\n as part of such Competitive Bid Borrowing, upon receipt, that the Agent or\n the Sub-Agent, as the case may be, has received forms of documents\n appearing to fulfill the applicable conditions set forth in Article III.\n Each Lender that is to make a Competitive Bid Advance as part of such\n Competitive Bid Borrowing shall, before 11:00 A.M. (New York City time),\n in the case of Competitive Bid Advances to be denominated in Dollars or\n 11:00 A.M. (London time), in the case of Competitive Bid Advances to be\n denominated in any Committed Currency, on the date of such Competitive Bid\n Borrowing specified in the notice received from the Agent or the\n Sub-Agent, as the case may be, pursuant to clause (A) of the preceding\n sentence or any later time when such Lender shall have received notice\n from the Agent or the Sub-Agent, as the case may be pursuant to clause (C)\n of the preceding sentence, make available for the account of its\n Applicable Lending Office to the Agent (x) in the case of a Competitive\n Bid Borrowing denominated in Dollars, at its address referred to in\n Section 9.02, in same day funds, such Lender's portion of such Competitive\n Bid Borrowing in Dollars and (y) in the case of a Competitive Bid\n Borrowing in a Committed Currency, at the Payment Office for such\n Committed Currency as shall have been notified by the Agent to the Lenders\n prior thereto, in same day funds, such Lender's portion of such\n Competitive Bid Borrowing in such Committed Currency. Upon fulfillment of\n the applicable conditions set forth in Article III and after receipt by\n the Agent of such funds, the Agent will make such funds available to such\n Borrower at the location specified by such Borrower in its Notice of\n Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing\n the Agent will notify each Lender of the amount of the Competitive Bid\n Borrowing, the consequent Competitive Bid Reduction and the dates upon\n which such Competitive Bid Reduction commenced and will terminate.\n\n (vi) If the Borrower proposing the Competitive Bid Borrowing\n notifies the Agent or the Sub-Agent, as the case may be, that it accepts\n one or more of the offers made by any Lender or Lenders pursuant to\n paragraph (iii)(y) above, such notice of acceptance shall be irrevocable\n and binding on such Borrower. Such Borrower shall indemnify each Lender\n against any loss, cost or expense incurred by such Lender as a result of\n any failure to fulfill on or before the date specified in the related\n Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the\n applicable conditions set forth in Article III, including, without\n limitation, any loss (excluding loss of anticipated profits), cost or\n expense incurred by reason of the liquidation or reemployment of deposits\n or other funds acquired by such Lender to fund the Competitive Bid Advance\n to be made by such Lender as part of such Competitive Bid Borrowing when\n such Competitive Bid Advance, as a result of such failure, is not made on\n such date.\n\n (b) Each Competitive Bid Borrowing shall be in an aggregate amount\nof $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or the\nEquivalent thereof in any Committed Currency, determined as of the time of the\napplicable Notice of Competitive Bid Borrowing) and, following the making of\neach Competitive Bid Borrowing, the Borrowers shall be in compliance with the\nlimitation set forth in the proviso to the first sentence of subsection (a)\nabove.\n\n (c) Within the limits and on the conditions set forth in this\nSection 2.03, any Borrower may from time to time borrow under this Section 2.03,\nrepay or prepay pursuant to subsection (d) below, and reborrow under this\nSection 2.03, PROVIDED that a Competitive Bid Borrowing shall not be made within\nthree Business Days of the date of any other Competitive Bid Borrowing.\n\n (d) Each Borrower that has borrowed through a Competitive Bid\nBorrowing shall repay to the Agent for the account of each Lender that has made\na Competitive Bid Advance, on the maturity date of each Competitive Bid Advance\n(such maturity date being that specified by such Borrower for repayment of such\nCompetitive Bid Advance in the related Notice of Competitive Bid Borrowing\ndelivered pursuant to\n\n\n\nsubsection (a)(i) above and provided in the Competitive Bid Note evidencing such\nCompetitive Bid Advance), the then unpaid principal amount of such Competitive\nBid Advance. No Borrower shall have any right to prepay any principal amount of\nany Competitive Bid Advance unless, and then only on the terms, specified by\nsuch Borrower for such Competitive Bid Advance in the related Notice of\nCompetitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set\nforth in the Competitive Bid Note evidencing such Competitive Bid Advance.\n\n (e) Each Borrower that has borrowed through a Competitive Bid\nBorrowing shall pay interest on the unpaid principal amount of each Competitive\nBid Advance from the date of such Competitive Bid Advance to the date the\nprincipal amount of such Competitive Bid Advance is repaid in full, at the rate\nof interest for such Competitive Bid Advance specified by the Lender making such\nCompetitive Bid Advance in its notice with respect thereto delivered pursuant to\nsubsection (a)(ii) above, payable on the interest payment date or dates\nspecified by such Borrower for such Competitive Bid Advance in the related\nNotice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i)\nabove, as provided in the Competitive Bid Note evidencing such Competitive Bid\nAdvance. Upon the occurrence and during the continuance of an Event of Default\nunder Section 6.01(a), such Borrower shall pay interest on the amount of unpaid\nprincipal of and interest on each Competitive Bid Advance owing to a Lender,\npayable in arrears on the date or dates interest is payable thereon, at a rate\nper annum equal at all times to 2% per annum above the rate per annum required\nto be paid on such Competitive Bid Advance under the terms of the Competitive\nBid Note evidencing such Competitive Bid Advance unless otherwise agreed in such\nCompetitive Bid Note.\n\n (f) The indebtedness of any Borrower resulting from each Competitive\nBid Advance made to such Borrower as part of a Competitive Bid Borrowing shall\nbe evidenced by a separate Competitive Bid Note of such Borrower payable to the\norder of the Lender making such Competitive Bid Advance.\n\n SECTION 2.04. FEES. (a) FACILITY FEE. The Company agrees to pay to\nthe Agent for the account of each Lender a facility fee on the aggregate amount\nof such Lender's Commitment from the Effective Date in the case of each Initial\nLender and from the effective date specified in the Assumption Agreement or in\nthe Assignment and Acceptance pursuant to which it became a Lender in the case\nof each other Lender until the Termination Date at a rate per annum equal to the\nApplicable Percentage in effect from time to time, payable in arrears quarterly\non the last day of each March, June, September and December, commencing June 30,\n2001, and on the Termination Date.\n\n (b) AGENT'S FEES. The Company shall pay to the Agent for its own\naccount such fees as may from time to time be agreed between the Company and the\nAgent.\n\n SECTION 2.05. TERMINATION OR REDUCTION OF THE COMMITMENTS. (a)\nOPTIONAL. The Company shall have the right, upon at least three Business Days'\nnotice to the Agent, to permanently terminate in whole or reduce ratably in part\nthe unused portions of the respective Commitments of the Lenders, PROVIDED that\neach partial reduction shall be in the aggregate amount of $10,000,000 or an\nintegral multiple of $1,000,000 in excess thereof and PROVIDED FURTHER that the\naggregate amount of the Commitments of the Lenders shall not be reduced to an\namount that is less than the aggregate principal amount of the Competitive Bid\nAdvances denominated in Dollars then outstanding plus the Equivalent in Dollars\n(determined as of the date of the notice of prepayment) of the aggregate\nprincipal amount of the Competitive Bid Advances denominated in Committed\nCurrencies then outstanding.\n\n (b) MANDATORY. On the Termination Date, if the Company has made the\nTerm Loan Election in accordance with Section 2.06 prior to such date, and from\ntime to time thereafter upon each prepayment of the Revolving Credit Advances,\nthe Commitments of the Lenders shall be automatically and permanently reduced on\na pro rata basis by an amount equal to the amount by which (i) the aggregate\nCommitments immediately prior to such reduction EXCEEDS (ii) the aggregate\nunpaid principal amount of all Revolving Credit Advances outstanding at such\ntime.\n\n SECTION 2.06. REPAYMENT OF REVOLVING CREDIT ADVANCES. Each Borrower\nshall, subject to the next succeeding sentence, repay to the Agent for the\nratable account of the Lenders on the Termination Date the aggregate principal\namount of the Revolving Credit Advances then outstanding. The Company may, upon\nnot less than 15 days' notice to the Agent, elect (the \"TERM LOAN ELECTION\") to\nconvert all of the Revolving Credit Advances outstanding on the Termination Date\nin effect at such time into a term loan which the Borrowers shall repay in full\n\n\n\nratably to the Lenders on the Maturity Date; PROVIDED that the Term Loan\nElection may not be exercised if a Default has occurred and is continuing on the\ndate of notice of the Term Loan Election or on such Termination Date. All\nRevolving Credit Advances converted into a term loan pursuant to this Section\n2.06 shall continue to constitute Revolving Credit Advances except that the\nBorrowers may not reborrow pursuant to Section 2.01 after all or any portion of\nsuch Revolving Credit Advances have been prepaid pursuant to Section 2.10.\n\n SECTION 2.07. INTEREST ON REVOLVING CREDIT ADVANCES. (a) SCHEDULED\nINTEREST. Each Borrower shall pay interest on the unpaid principal amount of\neach Revolving Credit Advance made to it and owing to each Lender from the date\nof such Revolving Credit Advance until such principal amount shall be paid in\nfull, at the following rates per annum:\n\n (i) BASE RATE ADVANCES. During such periods as such Revolving Credit\n Advance is a Base Rate Advance, a rate per annum equal at all times to the\n sum of (x) the Base Rate in effect from time to time PLUS (y) the\n Applicable Margin in effect from time to time PLUS (z) the Applicable\n Utilization Fee, if any, in effect from time to time, payable in arrears\n quarterly on the last day of each March, June, September and December\n during such periods and on the date such Base Rate Advance shall be\n Converted or paid in full.\n\n (ii) EUROCURRENCY RATE ADVANCES. During such periods as such\n Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum\n equal at all times during each Interest Period for such Revolving Credit\n Advance to the sum of (x) the Eurocurrency Rate for such Interest Period\n for such Revolving Credit Advance PLUS (y) the Applicable Margin in effect\n from time to time PLUS (z) the Applicable Utilization Fee, if any, in\n effect from time to time, payable in arrears on the last day of such\n Interest Period and, if such Interest Period has a duration of more than\n three months, on each day that occurs during such Interest Period every\n three months from the first day of such Interest Period and on the date\n such Eurocurrency Rate Advance shall be Converted or paid in full.\n\n (b) DEFAULT INTEREST. Upon the occurrence and during the continuance\nof an Event of Default under Section 6.01(a), the Borrowers shall pay interest\non (i) the unpaid principal amount of each Revolving Credit Advance owing to\neach Lender, payable in arrears on the dates referred to in clause (a)(i) or\n(a)(ii) above, at a rate per annum equal at all times to 2% per annum above the\nrate per annum required to be paid on such Revolving Credit Advance pursuant to\nclause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law,\nthe amount of any interest, fee or other amount payable hereunder that is not\npaid when due, from the date such amount shall be due until such amount shall be\npaid in full, payable in arrears on the date such amount shall be paid in full\nand on demand, at a rate per annum equal at all times to 2% per annum above the\nrate per annum required to be paid on Base Rate Advances pursuant to clause\n(a)(i) above.\n\n SECTION 2.08. INTEREST RATE DETERMINATION. (a) Each Reference Bank\nagrees to furnish to the Agent timely information for the purpose of determining\neach Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference\nBanks shall not furnish such timely information to the Agent for the purpose of\ndetermining any such interest rate, the Agent shall determine such interest rate\non the basis of timely information furnished by the remaining Reference Banks.\nThe Agent shall give prompt notice to the Company and the Lenders of the\napplicable interest rate determined by the Agent for purposes of Section\n2.07(a)(i) or (ii), and the rate, if any, furnished by each Reference Bank for\nthe purpose of determining the interest rate under Section 2.07(a)(ii).\n\n (b) If, with respect to any Eurocurrency Rate Advances, the Required\nLenders notify the Agent that (i) they are unable to obtain matching deposits in\nthe London inter-bank market at or about 11:00 A.M. (London time) on the second\nBusiness Day before the making of a Borrowing in sufficient amounts to fund\ntheir respective Revolving Credit Advances as a part of such Borrowing during\nits Interest Period or (ii) the Eurocurrency Rate for any Interest Period for\nsuch Advances will not adequately reflect the cost to such Required Lenders of\nmaking, funding or maintaining their respective Eurocurrency Rate Advances for\nsuch Interest Period, the Agent shall forthwith so notify the Company and the\nLenders, whereupon (A) the Borrower of such Eurocurrency Advances will, on the\nlast day of the then existing Interest Period therefor, (1) if such Eurocurrency\nRate Advances are denominated in Dollars, either (x) prepay such Advances or (y)\nConvert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate\nAdvances are denominated in any Committed Currency, either (x) prepay such\nAdvances or (y) redenominate such Advances into an Equivalent amount of Dollars\nand Convert such Advances into Base Rate Advances and (B) the obligation of the\nLenders to make, or to Convert Revolving Credit Advances into,\n\n\n\nEurocurrency Rate Advances shall be suspended until the Agent shall notify the\nCompany and the Lenders that the circumstances causing such suspension no longer\nexist.\n\n (c) If any Borrower shall fail to select the duration of any\nInterest Period for any Eurocurrency Rate Advances in accordance with the\nprovisions contained in the definition of \"Interest Period\" in Section 1.01, the\nAgent will forthwith so notify such Borrower and the Lenders and such Advances\nwill automatically, on the last day of the then existing Interest Period\ntherefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars,\nConvert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are\ndenominated in a Committed Currency, be redenominated into an Equivalent amount\nof Dollars and be Converted into Base Rate Advances.\n\n (d) On the date on which the aggregate unpaid principal amount of\nEurocurrency Rate Advances comprising any Borrowing shall be reduced, by payment\nor prepayment or otherwise, to less than $5,000,000 (or the Equivalent thereof\nin any Committed Currency), such Advances shall automatically Convert into Base\nRate Advances.\n\n (e) Upon the occurrence and during the continuance of any Event of\nDefault under Section 6.01(a), (i) each Eurocurrency Rate Advance will\nautomatically, on the last day of the then existing Interest Period therefor,\n(A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted\ninto a Base Rate Advance and (B) if such Eurocurrency Rate Advance is\ndenominated in any Committed Currency, be redenominated into an Equivalent\namount of Dollars and be Converted into a Base Rate Advance and (ii) the\nobligation of the Lenders to make, or to Convert Advances into, Eurocurrency\nRate Advances shall be suspended.\n\n (f) If Telerate Markets Page 3750 is unavailable and fewer than two\nReference Banks furnish timely information to the Agent for determining the\nEurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate\nAdvances, as the case may be,\n\n (i) the Agent shall forthwith notify the Company and the Lenders\n that the interest rate cannot be determined for such Eurocurrency Rate\n Advances or LIBO Rate Advances, as the case may be,\n\n (ii) with respect to Eurocurrency Rate Advances, each such Advance\n will automatically, on the last day of the then existing Interest Period\n therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars,\n be prepaid by the applicable Borrower or be automatically Converted into a\n Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated\n in any Committed Currency, be prepaid by the applicable Borrower or be\n automatically redenominated into an Equivalent amount of Dollars and be\n Converted into a Base Rate Advance, and\n\n (iii) the obligation of the Lenders to make Eurocurrency Rate\n Advances or LIBO Rate Advances or to Convert Base Rate Advances into\n Eurocurrency Rate Advances shall be suspended until the Agent shall notify\n the Company and the Lenders that the circumstances causing such suspension\n no longer exist.\n\n SECTION 2.09. OPTIONAL CONVERSION OF REVOLVING CREDIT ADVANCES. The\nBorrower of any Revolving Credit Advance may on any Business Day, upon notice\ngiven to the Agent not later than 11:00 A.M. (New York City time) on the third\nBusiness Day prior to the date of the proposed Conversion and subject to the\nprovisions of Sections 2.08 and 2.12, Convert all Revolving Credit Advances\ndenominated in Dollars of one Type comprising the same Borrowing into Revolving\nCredit Advances denominated in Dollars of the other Type; PROVIDED, HOWEVER,\nthat any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall\nbe made only on the last day of an Interest Period for such Eurocurrency Rate\nAdvances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances\nshall be in an amount not less than the minimum amount specified in Section\n2.02(b) and no Conversion of any Revolving Credit Advances shall result in more\nseparate Revolving Credit Borrowings than permitted under Section 2.02(b). Each\nsuch notice of a Conversion shall, within the restrictions specified above,\nspecify (i) the date of such Conversion, (ii) the Dollar denominated Revolving\nCredit Advances to be Converted, and (iii) if such Conversion is into\nEurocurrency Rate Advances, the duration of the initial Interest Period for each\nsuch Advance. Each notice of Conversion shall be irrevocable and binding on the\nBorrower giving such notice.\n\n\n\n SECTION 2.10. PREPAYMENTS OF REVOLVING CREDIT ADVANCES. (a)\nOPTIONAL. Each Borrower may, upon notice at least one Business Day prior to the\ndate of such prepayment, in the case of Eurocurrency Rate Advances, and not\nlater than 11:00 A.M. (New York City time) on the date of such prepayment, in\nthe case of Base Rate Advances, to the Agent stating the proposed date and\naggregate principal amount of the prepayment, and if such notice is given such\nBorrower shall, prepay the outstanding principal amount of the Revolving Credit\nAdvances comprising part of the same Revolving Credit Borrowing in whole or\nratably in part, together with accrued interest to the date of such prepayment\non the principal amount prepaid; PROVIDED, HOWEVER, that (x) each partial\nprepayment shall be in an aggregate principal amount of $10,000,000 or an\nintegral multiple of $1,000,000 in excess thereof in the case of Revolving\nCredit Advances denominated in Dollars and the Equivalent of $5,000,000 or an\nintegral multiple of $1,000,000 in excess thereof in the case of Revolving\nCredit Advances denominated in any Committed Currencies (determined on the date\nnotice of prepayment is given) and (y) in the event of any such prepayment of a\nEurocurrency Rate Advance, such Borrower shall be obligated to reimburse the\nLenders in respect thereof pursuant to Section 9.04(c).\n\n (b) MANDATORY PREPAYMENTS. (i) If the Agent notifies the Company on\nthe second Business Day prior to any interest payment date that the sum of (A)\nthe aggregate principal amount of all Advances denominated in Dollars then\noutstanding plus (B) the Equivalent in Dollars (both (A) and (B) determined on\nthe third Business Day prior to such interest payment date) of the aggregate\nprincipal amount of all Advances denominated in Committed Currencies then\noutstanding exceeds 103% of the aggregate Commitments of the Lenders on such\ndate, the Borrowers shall, within two Business Days after receipt of such\nnotice, prepay the outstanding principal amount of any Advances owing by the\nBorrowers in an aggregate amount sufficient to reduce such sum after such\npayment to an amount not to exceed 100% of the aggregate Commitments of the\nLenders. The Agent shall provide such notice to the Company at the request of\nany Lender.\n\n (ii) Each prepayment made pursuant to this Section 2.10(b) shall be\n made together with any interest accrued to the date of such prepayment on\n the principal amounts prepaid and, in the case of any prepayment of a\n Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the\n last day of an Interest Period or at its maturity, any additional amounts\n which the Borrowers shall be obligated to reimburse to the Lenders in\n respect thereof pursuant to Section 9.04(c). The Agent shall give prompt\n notice of any prepayment required under this Section 2.10(b) to the\n Company and the Lenders.\n\n SECTION 2.11. INCREASED COSTS. (a) If, due to either (i) the\nintroduction of or any change in or in the interpretation of any law or\nregulation or (ii) the compliance with any guideline or request from any central\nbank or other governmental authority including, without limitation, any agency\nof the European Union or similar monetary or multinational authority (whether or\nnot having the force of law), there shall be any increase in the cost to any\nLender of agreeing to make or making, funding or maintaining Eurocurrency Rate\nAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any\nsuch increased costs resulting from (i) Taxes or Other Taxes (as to which\nSection 2.14 shall govern) and (ii) changes in the basis of taxation of overall\nnet income or overall gross income by the United States or by the foreign\njurisdiction or state under the laws of which such Lender is organized or has\nits Applicable Lending Office or any political subdivision thereof), then the\nCompany shall from time to time, upon demand by such Lender (with a copy of such\ndemand to the Agent), pay to the Agent for the account of such Lender additional\namounts sufficient to compensate such Lender for such increased cost. A\ncertificate as to the amount of such increased cost, submitted to the Company\nand the Agent by such Lender, shall constitute prima facie evidence of such\namounts.\n\n (b) If any Lender determines that due to the introduction of or any\nchange in or in the interpretation of any law or regulation or any guideline or\nrequest from any central bank or other governmental authority (whether or not\nhaving the force of law), taking into consideration the policies of such Lender\nand any corporation controlling such Lender with respect to capital adequacy,\nincreases or would increase the amount of capital required or expected to be\nmaintained by such Lender or any corporation controlling such Lender and that\nthe amount of such increase is based upon the existence of such Lender's\ncommitment to lend hereunder and other commitments of this type and the effect\nof such increase is to reduce the rate of return on such Lender's capital or on\nthe capital of the corporation controlling such Lender, then, upon demand by\nsuch Lender (with a copy of such demand to the Agent), the Company shall pay to\nthe Agent for the account of such Lender, from time to time as specified by such\nLender, additional amounts sufficient to compensate such Lender or such\ncorporation in the light of such circumstances, to the extent that such Lender\nreasonably determines such increase in capital to be allocable to the existence\nof such\n\n\n\nLender's commitment to lend hereunder. A certificate as to such amounts\nsubmitted to the Company and the Agent by such Lender shall constitute prima\nfacie evidence of such amounts.\n\n SECTION 2.12. ILLEGALITY. Notwithstanding any other provision of\nthis Agreement, if any Lender shall notify the Agent that the introduction of or\nany change in or in the interpretation of any law or regulation makes it\nunlawful, or any central bank or other governmental authority asserts that it is\nunlawful, for any Lender or its Eurocurrency Lending Office to perform its\nobligations hereunder to make Eurocurrency Rate Advances in Dollars or any\nCommitted Currency or LIBO Rate Advances in Dollars or any Committed Currency or\nto fund or maintain Eurocurrency Rate Advances in Dollars or any Committed\nCurrency or LIBO Rate Advances in Dollars or any Committed Currency hereunder,\n(a) each Eurocurrency Rate Advance or LIBO Rate Advance, as the case may be,\nwill automatically, upon such demand, (i) if such Eurocurrency Rate Advance or\nLIBO Rate Advance is denominated in Dollars, be Converted into a Base Rate\nAdvance or an Advance that bears interest at the rate set forth in Section\n2.07(a)(i), as the case may be, and (ii) if such Eurocurrency Rate Advance or\nLIBO Rate Advance is denominated in any Committed Currency, be redenominated\ninto an Equivalent amount of Dollars and be Converted into a Base Rate Advance\nor an Advance that bears interest at the rate set forth in Section 2.07(a)(i),\nas the case may be, and (b) the obligation of the Lenders to make Eurocurrency\nRate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into\nEurocurrency Rate Advances shall be suspended until the Agent shall notify the\nCompany and the Lenders that the circumstances causing such suspension no longer\nexist.\n\n SECTION 2.13. PAYMENTS AND COMPUTATIONS. (a) Each Borrower shall\nmake each payment hereunder, except with respect to principal of, interest on,\nand other amounts relating to, Advances denominated in a Committed Currency, not\nlater than 11:00 A.M. (New York City time) on the day when due in Dollars to the\nAgent at the applicable Agent's Account in same day funds and without deduction,\nset off or counterclaim. Each Borrower shall make each payment hereunder with\nrespect to principal of, interest on, and other amounts relating to, Advances\ndenominated in a Committed Currency, not later than 11:00 A.M. (at the Payment\nOffice for such Committed Currency) on the day when due in such Committed\nCurrency to the Agent, by deposit of such funds to the applicable Agent's\nAccount in same day funds. The Agent will promptly thereafter cause to be\ndistributed like funds relating to the payment of principal or interest or\nfacility fees ratably (other than amounts payable pursuant to Section 2.03,\n2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective\nApplicable Lending Offices, and like funds relating to the payment of any other\namount payable to any Lender to such Lender for the account of its Applicable\nLending Office, in each case to be applied in accordance with the terms of this\nAgreement. Upon any Assuming Lender becoming a Lender hereunder as a result of\nan extension of the Termination Date pursuant to Section 2.18, and upon the\nAgent's receipt of such Lender's Assumption Agreement and recording of the\ninformation contained therein in the Register, from and after the applicable\nExtension Date the Agent shall make all payments hereunder and under any Notes\nissued in connection therewith in respect of the interest assumed thereby to the\nAssuming Lender. Upon its acceptance of an Assignment and Acceptance and\nrecording of the information contained therein in the Register pursuant to\nSection 9.07(c), from and after the effective date specified in such Assignment\nand Acceptance, the Agent shall make all payments hereunder and under the Notes\nin respect of the interest assigned thereby to the Lender assignee thereunder,\nand the parties to such Assignment and Acceptance shall make all appropriate\nadjustments in such payments for periods prior to such effective date directly\nbetween themselves.\n\n (b) All computations of interest based on the Base Rate shall be\nmade by the Agent on the basis of a year of 365 or 366 days, as the case may be,\nall computations of interest based on the Eurocurrency Rate or the Federal Funds\nRate and of facility fees shall be made by the Agent on the basis of a year of\n360 days and computations in respect of Competitive Bid Advances shall be made\nby the Agent or the Sub-Agent, as the case may be, as specified in the\napplicable Notice of Competitive Bid Borrowing (or, in each case of Advances\ndenominated in Committed Currencies where market practice differs, in accordance\nwith market practice), in each case for the actual number of days (including the\nfirst day but excluding the last day) occurring in the period for which such\ninterest or facility fees are payable. Each determination by the Agent of an\ninterest rate hereunder shall be conclusive and binding for all purposes, absent\nmanifest error.\n\n (c) Whenever any payment hereunder or under the Notes shall be\nstated to be due on a day other than a Business Day, such payment shall be made\non the next succeeding Business Day, and such extension of time shall in such\ncase be included in the computation of payment of interest or facility fee, as\nthe case may be; PROVIDED, HOWEVER, that, if such extension would cause payment\nof interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances\nto be made in the next following calendar month, such payment shall be made on\nthe next\n\n\n\npreceding Business Day.\n\n (d) Unless the Agent shall have received notice from any Borrower\nprior to the date on which any payment is due to the Lenders hereunder that such\nBorrower will not make such payment in full, the Agent may assume that such\nBorrower has made such payment in full to the Agent on such date and the Agent\nmay, in reliance upon such assumption, cause to be distributed to each Lender on\nsuch due date an amount equal to the amount then due such Lender. If and to the\nextent such Borrower shall not have so made such payment in full to the Agent,\neach Lender shall repay to the Agent forthwith on demand such amount distributed\nto such Lender together with interest thereon, for each day from the date such\namount is distributed to such Lender until the date such Lender repays such\namount to the Agent, at (i) the Federal Funds Rate in the case of Advances\ndenominated in Dollars or (ii) the cost of funds incurred by the Agent in\nrespect of such amount in the case of Advances denominated in Committed\nCurrencies.\n\n SECTION 2.14. TAXES. (a) Any and all payments by each Borrower\nhereunder or under the Notes shall be made, in accordance with Section 2.13,\nfree and clear of and without deduction for any and all present or future taxes,\nlevies, imposts, deductions, charges or withholdings, and all liabilities with\nrespect thereto, EXCLUDING, in the case of each Lender and the Agent, taxes\nimposed on its overall net income, and franchise taxes imposed on it in lieu of\nnet income taxes, by the jurisdiction under the laws of which such Lender or the\nAgent (as the case may be) is organized or any political subdivision thereof\nand, in the case of each Lender, taxes imposed on its overall net income, and\nfranchise taxes imposed on it in lieu of net income taxes, by the jurisdiction\nof such Lender's Applicable Lending Office or any political subdivision thereof\n(all such non-excluded taxes, levies, imposts, deductions, charges, withholdings\nand liabilities in respect of payments hereunder or under the Notes being\nhereinafter referred to as \"TAXES\"). If any Borrower shall be required by law to\ndeduct any Taxes from or in respect of any sum payable hereunder or under any\nNote to any Lender or the Agent, (i) the sum payable shall be increased as may\nbe necessary so that after making all required deductions (including deductions\napplicable to additional sums payable under this Section 2.14) such Lender or\nthe Agent (as the case may be) receives an amount equal to the sum it would have\nreceived had no such deductions been made, (ii) such Borrower shall make such\ndeductions and (iii) such Borrower shall pay the full amount deducted to the\nrelevant taxation authority or other authority in accordance with applicable\nlaw.\n\n (b) In addition, the Company shall pay any present or future stamp\nor documentary taxes or any other excise or property taxes, charges or similar\nlevies that arise from any payment made hereunder or under the Notes or from the\nexecution, delivery or registration of, performing under, or otherwise with\nrespect to, this Agreement or the Notes (hereinafter referred to as \"OTHER\nTAXES\").\n\n (c) Each Borrower shall indemnify each Lender and the Agent for and\nhold it harmless against the full amount of Taxes or Other Taxes (including,\nwithout limitation, taxes of any kind imposed by any jurisdiction on amounts\npayable under this Section 2.14) imposed on or paid by such Lender or the Agent\n(as the case may be) and any liability (including penalties, interest and\nexpenses) arising therefrom or with respect thereto. This indemnification shall\nbe made within 30 days from the date such Lender or the Agent (as the case may\nbe) makes written demand therefor.\n\n (d) Within 30 days after the date of any payment of Taxes, each\nBorrower shall furnish to the Agent, at its address referred to in Section 9.02,\nthe original or a certified copy of a receipt evidencing such payment. In the\ncase of any payment hereunder or under the Notes by or on behalf of such\nBorrower through an account or branch outside the United States or by or on\nbehalf of such Borrower by a payor that is not a United States person, if such\nBorrower determines that no Taxes are payable in respect thereof, such Borrower\nshall furnish, or shall cause such payor to furnish, to the Agent, at such\naddress, an opinion of counsel acceptable to the Agent stating that such payment\nis exempt from Taxes. For purposes of this subsection (d) and subsection (e),\nthe terms \"UNITED STATES\" and \"UNITED STATES PERSON\" shall have the meanings\nspecified in Section 7701 of the Internal Revenue Code.\n\n (e) Each Lender organized under the laws of a jurisdiction outside\nthe United States, on or prior to the date of its execution and delivery of this\nAgreement in the case of each Initial Lender and on the date of the Assumption\nAgreement or the Assignment and Acceptance pursuant to which it becomes a Lender\nin the case of each other Lender, and from time to time thereafter as requested\nin writing by the Company (but only so long as\n\n\n\nsuch Lender remains lawfully able to do so), shall provide each of the Agent and\nthe Company with two original Internal Revenue Service forms W-8BEN or W-8ECI,\nas appropriate, or any successor or other form prescribed by the Internal\nRevenue Service, certifying that such Lender is exempt from or entitled to a\nreduced rate of United States withholding tax on payments pursuant to this\nAgreement or the Notes. If the form provided by a Lender at the time such Lender\nfirst becomes a party to this Agreement indicates a United States interest\nwithholding tax rate in excess of zero, withholding tax at such rate shall be\nconsidered excluded from Taxes unless and until such Lender provides the\nappropriate forms certifying that a lesser rate applies, whereupon withholding\ntax at such lesser rate only shall be considered excluded from Taxes for periods\ngoverned by such form; PROVIDED, HOWEVER, that, if at the date of the Assignment\nand Acceptance pursuant to which a Lender assignee becomes a party to this\nAgreement, the Lender assignor was entitled to payments under subsection (a) in\nrespect of United States withholding tax with respect to interest paid at such\ndate, then, to such extent, the term Taxes shall include (in addition to\nwithholding taxes that may be imposed in the future or other amounts otherwise\nincludable in Taxes) United States withholding tax, if any, applicable with\nrespect to the Lender assignee on such date. If any form or document referred to\nin this subsection (e) requires the disclosure of information, other than\ninformation necessary to compute the tax payable and information required on the\ndate hereof by Internal Revenue Service form W-8BEN or W-8ECI, that the Lender\nreasonably considers to be confidential, the Lender shall give notice thereof to\nthe Borrowers and shall not be obligated to include in such form or document\nsuch confidential information.\n\n (f) Each Initial Lender hereby confirms as of the Effective Date,\nand each other Lender confirms as of the effective date of the Assignment and\nAcceptance pursuant to which it becomes a party hereto, in favor of the Agent\nthat either (i) such Lender is not resident in the United Kingdom and is\nbeneficially entitled to the Advances and the interest thereon or (ii) it is a\nbank as defined for the purposes of Section 349 of the Income and Corporation\nTaxes Act of 1988 of the United Kingdom and is beneficially entitled to the\nAdvances and the interest thereon, and each Lender agrees to notify the Agent if\nthere is any change in its position from that set forth in this clause (f).\n\n (g) For any period with respect to which a Lender has failed to\nprovide the Company with the appropriate form described in Section 2.14(e)\n(OTHER THAN if such failure is due to a change in law occurring subsequent to\nthe date on which a form originally was required to be provided, or if such form\notherwise is not required under subsection (e) above), such Lender shall not be\nentitled to indemnification under Section 2.14(a) or (c) with respect to Taxes\nimposed by the United States by reason of such failure; PROVIDED, HOWEVER, that\nshould a Lender become subject to Taxes because of its failure to deliver a form\nrequired hereunder, the Company shall take such steps at such Lender's expense\nas the Lender shall reasonably request to assist the Lender to recover such\nTaxes.\n\n (h) Any Lender claiming any additional amounts payable pursuant to\nthis Section 2.14 agrees to use reasonable efforts (consistent with its internal\npolicy and legal and regulatory restrictions) to change the jurisdiction of its\nEurocurrency Lending Office if the making of such a change would avoid the need\nfor, or reduce the amount of, any such additional amounts that may thereafter\naccrue and would not, in the reasonable judgment of such Lender, be otherwise\ndisadvantageous to such Lender.\n\n SECTION 2.15. SHARING OF PAYMENTS, ETC. If any Lender shall obtain\nany payment (whether voluntary, involuntary, through the exercise of any right\nof set-off, or otherwise) on account of the Revolving Credit Advances owing to\nit (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its\nratable share of payments on account of the Revolving Credit Advances obtained\nby all the Lenders, such Lender shall forthwith purchase from the other Lenders\nsuch participations in the Revolving Credit Advances owing to them as shall be\nnecessary to cause such purchasing Lender to share the excess payment ratably\nwith each of them; PROVIDED, HOWEVER, that if all or any portion of such excess\npayment is thereafter recovered from such purchasing Lender, such purchase from\neach Lender shall be rescinded and such Lender shall repay to the purchasing\nLender the purchase price to the extent of such recovery together with an amount\nequal to such Lender's ratable share (according to the proportion of (i) the\namount of such Lender's required repayment to (ii) the total amount so recovered\nfrom the purchasing Lender) of any interest or other amount paid or payable by\nthe purchasing Lender in respect of the total amount so recovered. Each Borrower\nagrees that any Lender so purchasing a participation from another Lender\npursuant to this Section 2.15 may, to the fullest extent permitted by law,\nexercise all its rights of payment (including the right of set-off) with respect\nto such participation as fully as if such Lender were the direct creditor of\nsuch Borrower in the amount of such participation.\n\n\n\n SECTION 2.16. EVIDENCE OF DEBT. (a) Each Lender shall maintain in\naccordance with its usual practice an account or accounts evidencing the\nindebtedness of each Borrower to such Lender resulting from each Revolving\nCredit Advance owing to such Lender from time to time, including the amounts of\nprincipal and interest payable and paid to such Lender from time to time\nhereunder in respect of Revolving Credit Advances. Each Borrower agrees that\nupon notice by any Lender to such Borrower (with a copy of such notice to the\nAgent) to the effect that a Revolving Credit Note is required or appropriate in\norder for such Lender to evidence (whether for purposes of pledge, enforcement\nor otherwise) the Revolving Credit Advances owing to, or to be made by, such\nLender, such Borrower shall promptly execute and deliver to such Lender a\nRevolving Credit Note payable to the order of such Lender in a principal amount\nup to the Commitment of such Lender.\n\n (b) The Register maintained by the Agent pursuant to Section 9.07(d)\nshall include a control account, and a subsidiary account for each Lender, in\nwhich accounts (taken together) shall be recorded (i) the date and amount of\neach Borrowing made hereunder, the Type of Advances comprising such Borrowing\nand, if appropriate, the Interest Period applicable thereto, (ii) the terms of\neach Assumption Agreement and each Assignment and Acceptance delivered to and\naccepted by it, (iii) the amount of any principal or interest due and payable or\nto become due and payable from each Borrower to each Lender hereunder and (iv)\nthe amount of any sum received by the Agent from such Borrower hereunder and\neach Lender's share thereof.\n\n(c) Entries made in good faith by the Agent in the Register pursuant to\nsubsection (b) above, and by each Lender in its account or accounts pursuant to\nsubsection (a) above, shall be PRIMA FACIE evidence of the amount of principal\nand interest due and payable or to become due and payable from each Borrower to,\nin the case of the Register, each Lender and, in the case of such account or\naccounts, such Lender, under this Agreement, absent manifest error; PROVIDED,\nHOWEVER, that the failure of the Agent or such Lender to make an entry, or any\nfinding that an entry is incorrect, in the Register or such account or accounts\nshall not limit or otherwise affect the obligations of any Borrower under this\nAgreement.\n\n SECTION 2.17. USE OF PROCEEDS. The proceeds of the Advances shall be\navailable (and each Borrower agrees that it shall use such proceeds) solely for\ngeneral corporate purposes of the Company and its Consolidated Subsidiaries,\nincluding commercial paper backstop and acquisition financing.\n\n SECTION 2.18. EXTENSION OF TERMINATION DATE. (a) Provided that the\nCompany has not previously made a Term Loan Election pursuant to Section 2.06,\nat least 35 days but not more than 45 days prior to the Termination Date, the\nCompany, by written notice to the Agent, may request an extension of the\nTermination Date in effect at such time by 364 days from its then scheduled\nexpiration. The Agent shall promptly notify each Lender of such request, and\neach Lender shall in turn, in its sole discretion, not later than 25 days prior\nto the Termination Date, notify the Company and the Agent in writing as to\nwhether such Lender will consent to such extension. If any Lender shall fail to\nnotify the Agent and the Company in writing of its consent to any such request\nfor extension of the Termination Date at least 25 days prior to the Termination\nDate, such Lender shall be deemed to be a Non-Consenting Lender with respect to\nsuch request. The Agent shall notify the Company on the next succeeding Business\nDay of the decision of the Lenders regarding the Company's request for an\nextension of the Termination Date.\n\n (b) If all the Lenders consent in writing to any such request in\naccordance with subsection (a) of this Section 2.18, the Termination Date in\neffect at such time shall, effective as at the Termination Date (the \"EXTENSION\nDATE\"), be extended for 364 days; PROVIDED that on each Extension Date the\napplicable conditions set forth in Article III shall be satisfied. If less than\nall of the Lenders consent in writing to any such request in accordance with\nsubsection (a) of this Section 2.18, the Termination Date in effect at such time\nshall, effective as at the applicable Extension Date and subject to subsection\n(d) of this Section 2.18, be extended as to those Lenders that so consented\n(each a \"CONSENTING LENDER\") but shall not be extended as to any other Lender\n(each a \"NON-CONSENTING LENDER\"). To the extent that the Termination Date is not\nextended as to any Lender pursuant to this Section 2.18 and the Commitment of\nsuch Lender is not assumed in accordance with subsection (c) of this Section\n2.18 on or prior to the applicable Extension Date, the Commitment of such\nNon-Consenting Lender shall automatically terminate in whole on such unextended\nTermination Date without any further notice or other action by the Company, such\nLender or any other Person; PROVIDED that such Non-Consenting Lender's rights\nunder Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05,\nshall survive the Termination Date for such Lender as to matters occurring prior\nto such date. It is understood and agreed that no Lender shall have any\nobligation whatsoever\n\n\nto agree to any request made by the Company for any requested extension of the\nTermination Date.\n\n (c) If less than all of the Lenders consent to any such request\npursuant to subsection (a) of this Section 2.18, the Agent shall promptly so\nnotify the Consenting Lenders, and each Consenting Lender may, in its sole\ndiscretion, give written notice to the Agent not later than 10 days prior to the\nTermination Date of the amount of the Non-Consenting Lenders' Commitments for\nwhich it is willing to accept an assignment. If the Consenting Lenders notify\nthe Agent that they are willing to accept assignments of Commitments in an\naggregate amount that exceeds the amount of the Commitments of the\nNon-Consenting Lenders, such Commitments shall be allocated among the Consenting\nLenders willing to accept such assignments in such amounts as are agreed between\nthe Company and the Agent. If after giving effect to the assignments of\nCommitments described above there remain any Commitments of Non-Consenting\nLenders, the Company may arrange for one or more Consenting Lenders or other\nEligible Assignees (each, an \"ASSUMING LENDER\") to assume, effective as of the\nExtension Date, any Non-Consenting Lender's Commitment and all of the\nobligations of such Non-Consenting Lender under this Agreement thereafter\narising, without recourse to or warranty by, or expense to, such Non-Consenting\nLender; PROVIDED, HOWEVER, that the amount of the Commitment of any such\nAssuming Lender as a result of such substitution shall in no event be less than\n$10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is\nless than $10,000,000, in which case such Assuming Lender shall assume all of\nsuch lesser amount; and PROVIDED FURTHER that:\n\n (i) any such Consenting Lender or Assuming Lender shall have paid to\n such Non-Consenting Lender (A) the aggregate principal amount of, and any\n interest accrued and unpaid to the effective date of the assignment on,\n the outstanding Advances, if any, of such Non-Consenting Lender PLUS (B)\n any accrued but unpaid facility fees owing to such Non-Consenting Lender\n as of the effective date of such assignment;\n\n (ii) all additional costs reimbursements, expense reimbursements and\n indemnities payable to such Non-Consenting Lender, and all other accrued\n and unpaid amounts owing to such Non-Consenting Lender hereunder, as of\n the effective date of such assignment shall have been paid to such\n Non-Consenting Lender; and\n\n (iii) with respect to any such Assuming Lender, the applicable\n processing and recordation fee required under Section 9.07(a) for such\n assignment shall have been paid;\n\nPROVIDED FURTHER that such Non-Consenting Lender's rights under Sections 2.11,\n2.14 and 9.04, and its obligations under Section 8.05, shall survive such\nsubstitution as to matters occurring prior to the date of substitution. At least\nthree Business Days prior to any Extension Date, (A) each such Assuming Lender,\nif any, shall have delivered to the Company and the Agent an agreement in form\nand substance reasonably satisfactory to the Agent and the Company (each, an\n\"ASSUMPTION AGREEMENT\"), duly executed by such Assuming Lender, such\nNon-Consenting Lender, the Company and the Agent, (B) any such Consenting Lender\nshall have delivered confirmation in writing satisfactory to the Company and the\nAgent as to the increase in the amount of its Commitment and (C) each\nNon-Consenting Lender being replaced pursuant to this Section 2.18 shall have\ndelivered to the Agent any Note or Notes held by such Non-Consenting Lender.\nUpon the payment or prepayment of all amounts referred to in clauses (i), (ii)\nand (iii) above, each such Consenting Lender or Assuming Lender, as of the\nExtension Date, will be substituted for such Non-Consenting Lender under this\nAgreement and shall be a Lender for all purposes of this Agreement, without any\nfurther acknowledgment by or the consent of the other Lenders, and the\nobligations of each such Non-Consenting Lender hereunder shall, by the\nprovisions hereof, be released and discharged.\n\n (d) If (after giving effect to any assignments or assumptions\npursuant to subsection (c) of this Section 2.18) Lenders having Commitments\nequal to at least 50% of the Commitments in effect immediately prior to the\nExtension Date consent in writing to a requested extension (whether by execution\nor delivery of an Assumption Agreement or otherwise) not later than one Business\nDay prior to such Extension Date, the Agent shall so notify the Company, and,\nsubject to the satisfaction of the applicable conditions in Article III, the\nTermination Date then in effect shall be extended for the additional 364-day\nperiod as described in subsection (a) of this Section 2.18, and all references\nin this Agreement, and in the Notes, if any, to the \"TERMINATION DATE\" shall,\nwith respect to each Consenting Lender and each Assuming Lender for such\nExtension Date, refer to the Termination Date as so extended. Promptly following\neach Extension Date, the Agent shall notify the Lenders (including, without\nlimitation, each Assuming Lender) of the extension of the scheduled Termination\nDate in effect immediately prior\n\n\nthereto and shall thereupon record in the Register the relevant information with\nrespect to each such Consenting Lender and each such Assuming Lender.\n\n ARTICLE III\n\n CONDITIONS TO EFFECTIVENESS AND LENDING\n\n SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTIONS 2.01\nAND 2.03. Sections 2.01 and 2.03 of this Agreement shall become effective on and\nas of the first date (the \"EFFECTIVE DATE\") on which the following conditions\nprecedent to the initial Advance by any Lender have been satisfied:\n\n (a) There shall exist no action, suit, investigation, litigation or\n proceeding affecting the Company or any of its Consolidated Subsidiaries\n pending or threatened before any court, governmental agency or arbitrator\n that (i) could be reasonably likely to have a Material Adverse Effect or\n (ii) purports to affect the legality, validity or enforceability of this\n Agreement or any Note or the consummation of the transactions contemplated\n hereby.\n\n (b) Nothing shall have come to the attention of the Lenders during\n the course of their due diligence investigation to lead them to believe\n that the Information Memorandum was or has become misleading, incorrect or\n incomplete in any material respect; without limiting the generality of the\n foregoing, each Lender shall have been given such access to the\n management, records, books of account, contracts and properties of the\n Company and its Consolidated Subsidiaries as it shall have reasonably\n requested as a basis for making its decision to enter into its commitment\n hereunder.\n\n (c) All governmental and third party consents and approvals\n necessary in connection with the transactions by the Company contemplated\n hereby shall have been obtained (without the imposition of any conditions\n that are not acceptable to the Lenders) and shall remain in effect, and no\n law or regulation shall be applicable in the reasonable judgment of the\n Lenders that restrains, prevents or imposes materially adverse conditions\n upon the transactions contemplated hereby.\n\n (d) The Company shall have notified the Agent in writing as to the\n proposed Effective Date.\n\n (e) The Company shall have paid all accrued fees and expenses of the\n Agent and the Lenders (including the invoiced accrued fees and expenses of\n counsel to the Agent).\n\n (f) On the Effective Date, the following statements shall be true\n and the Agent shall have received for the account of each Lender a\n certificate signed by a duly authorized officer of the Company, dated the\n Effective Date, stating that:\n\n (i) The representations and warranties contained in Section\n 4.01 are correct on and as of the Effective Date, and\n\n (ii) No event has occurred and is continuing that constitutes\n a Default.\n\n (g) The Agent shall have received on or before the Effective Date\n the following, each dated the Effective Date, in form and substance\n satisfactory to the Agent and (except for the Revolving Credit Notes) in\n sufficient copies for each Lender:\n\n (i) The Revolving Credit Notes of the Company to the order of\n the Lenders to the extent requested by any Lender pursuant to\n Section 2.16.\n\n\n\n (ii) Certified copies of the resolutions of the Finance\n Committee of the Board of Directors of the Company approving this\n Agreement and the Notes to be delivered by it, and of all documents\n evidencing other necessary corporate action and governmental\n approvals, if any, with respect to this Agreement and the Notes to\n be delivered by it.\n\n (iii) A certificate of the Secretary or an Assistant Secretary\n of the Company certifying the names and true signatures of the\n officers of the Company authorized to sign this Agreement and the\n Notes to be delivered by it and the other documents to be delivered\n by it hereunder.\n\n (iv) A favorable opinion of Nicholas J. Camera, General\n Counsel of the Company, and of Cleary, Gottlieb, Steen & Hamilton,\n counsel for the Company, substantially in the form of Exhibits D-2\n and D-1 hereto, respectively.\n\n (v) A favorable opinion of Shearman & Sterling, counsel for\n the Agent, in form and substance satisfactory to the Agent.\n\n (h) The termination of the commitments of the Lenders and the\n payment in full of all Debt outstanding under the 364-Day Credit Agreement\n dated as of June 27, 2000 among the Company, the lenders parties thereto\n and Citibank, N.A., as administrative agent; each Lender that is a party\n to the foregoing Credit Agreement, by execution of this Agreement, hereby\n waives the requirement of three Business Days' notice set forth in Section\n 2.05 of such Credit Agreement for the termination of its commitments\n thereunder.\n\n SECTION 3.02. INITIAL ADVANCE TO EACH DESIGNATED SUBSIDIARY. The\nobligation of each Lender to make an initial Advance to each Designated\nSubsidiary is subject to the receipt by the Agent on or before the date of such\ninitial Advance of each of the following, in form and substance reasonably\nsatisfactory to the Agent and dated such date, and (except for the Revolving\nCredit Notes) in sufficient copies for each Lender:\n\n (a) The Revolving Credit Notes of such Designated Subsidiary to the\n order of the Lenders to the extent requested by any Lender pursuant to\n Section 2.16.\n\n (b) Certified copies of the resolutions of the Board of Directors of\n such Designated Subsidiary (with a certified English translation if the\n original thereof is not in English) approving this Agreement and the Notes\n to be delivered by it, and of all documents evidencing other necessary\n corporate action and governmental approvals, if any, with respect to this\n Agreement.\n\n (c) A certificate of a proper officer of such Designated Subsidiary\n certifying the names and true signatures of the officers of such\n Designated Subsidiary authorized to sign its Designation Agreement and the\n Notes to be delivered by it and the other documents to be delivered by it\n hereunder.\n\n (d) A certificate signed by a duly authorized officer of the\n Company, certifying that such Designated Subsidiary has obtained all\n governmental and third party authorizations, consents, approvals\n (including exchange control approvals) and licenses required under\n applicable laws and regulations necessary for such Designated Subsidiary\n to execute and deliver its Designation Agreement and the Notes to be\n delivered by it and to perform its obligations hereunder and thereunder.\n\n (e) A Designation Agreement duly executed by such Designated\n Subsidiary and the Company.\n\n (f) Favorable opinions of counsel (which may be in-house counsel) to\n such Designated Subsidiary substantially in the form of Exhibits D-1 and\n D-2 hereto, respectively, and as to such other matters as any Lender\n through the Agent may request.\n\n (g) Such other approvals, opinions or documents as any Lender,\n through the Agent may reasonably request.\n\n\n\n SECTION 3.03. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT\nBORROWING AND EXTENSION DATE. The obligation of each Lender to make a Revolving\nCredit Advance on the occasion of each Revolving Credit Borrowing and each\nextension of Commitments pursuant to Section 2.18 shall be subject to the\nconditions precedent that the Effective Date shall have occurred and on the date\nof such Revolving Credit Borrowing or the applicable Extension Date the\nfollowing statements shall be true (and each of the giving of the applicable\nNotice of Revolving Credit Borrowing or request for Commitment extension and the\nacceptance by any Borrower of the proceeds of such Revolving Credit Borrowing\nshall constitute a representation and warranty by such Borrower that on the date\nof such Borrowing or such Extension Date, as the case may be, such statements\nare true):\n\n (a) the representations and warranties contained in Section 4.01\n (except, in the case of Revolving Credit Borrowings, the representation\n set forth in the last sentence of subsection (e) thereof) and, in the case\n of any Revolving Credit Borrowing made to a Designated Subsidiary, in the\n Designation Agreement for such Designated Subsidiary, are correct on and\n as of such date, before and after giving effect to such Revolving Credit\n Borrowing or such Extension Date and to the application of the proceeds\n therefrom, as though made on and as of such date, and\n\n (b) no event has occurred and is continuing, or would result from\n such Revolving Credit Borrowing or such Extension Date or from the\n application of the proceeds therefrom, that constitutes a Default.\n\n SECTION 3.04. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID\nBORROWING. The obligation of each Lender that is to make a Competitive Bid\nAdvance on the occasion of a Competitive Bid Borrowing to make such Competitive\nBid Advance as part of such Competitive Bid Borrowing is subject to the\nconditions precedent that (i) the Agent shall have received the written\nconfirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on\nor before the date of such Competitive Bid Borrowing, but prior to such\nCompetitive Bid Borrowing, the Agent shall have received a Competitive Bid Note\npayable to the order of such Lender for each of the one or more Competitive Bid\nAdvances to be made by such Lender as part of such Competitive Bid Borrowing, in\na principal amount equal to the principal amount of the Competitive Bid Advance\nto be evidenced thereby and otherwise on such terms as were agreed to for such\nCompetitive Bid Advance in accordance with Section 2.03, and (iii) on the date\nof such Competitive Bid Borrowing the following statements shall be true (and\neach of the giving of the applicable Notice of Competitive Bid Borrowing and the\nacceptance by the Borrower requesting such Competitive Bid Borrowing of the\nproceeds of such Competitive Bid Borrowing shall constitute a representation and\nwarranty by such Borrower that on the date of such Competitive Bid Borrowing\nsuch statements are true):\n\n (a) the representations and warranties contained in Section 4.01\n (except the representation set forth in the last sentence of subsection\n (e) thereof) and, in the case of any Competitive Bid Borrowing made to a\n Designated Subsidiary, in the Designation Agreement for such Designated\n Subsidiary, are correct on and as of the date of such Competitive Bid\n Borrowing, before and after giving effect to such Competitive Bid\n Borrowing and to the application of the proceeds therefrom, as though made\n on and as of such date, and\n\n (b) no event has occurred and is continuing, or would result from\n such Competitive Bid Borrowing or from the application of the proceeds\n therefrom, that constitutes a Default.\n\n SECTION 3.05. DETERMINATIONS UNDER SECTION 3.01 AND 3.02. For\npurposes of determining compliance with the conditions specified in Sections\n3.01 and 3.02, each Lender shall be deemed to have consented to, approved or\naccepted or to be satisfied with each document or other matter required\nthereunder to be consented to or approved by or acceptable or satisfactory to\nthe Lenders unless an officer of the Agent responsible for the transactions\ncontemplated by this Agreement shall have received notice from such Lender prior\nto the date that the Company, by notice to the Agent, designates as the proposed\nEffective Date or the date of the initial Advance to the applicable Designated\nSubsidiary, as the case may be, specifying its objection thereto. The Agent\nshall promptly notify the Lenders of the occurrence of the Effective Date and\neach date of initial Advance to a Designated Subsidiary, as applicable.\n\n ARTICLE IV\n\n REPRESENTATIONS AND WARRANTIES\n\n\n\n SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The\nCompany represents and warrants as follows:\n\n (a) The Company is a corporation duly organized, incorporated,\n validly existing and in good standing under the laws of the State of\n Delaware, and has all corporate powers and all material governmental\n licenses, authorizations, consents and approvals required to carry on its\n business.\n\n (b) The execution, delivery and performance by the Company of this\n Agreement and the Notes to be delivered by it, and the consummation of the\n transactions contemplated hereby, are within the Company's corporate\n powers, have been duly authorized by all necessary corporate action, and\n do not contravene, or constitute a default under, any provision of\n applicable law or regulation or of the certificate of incorporation of the\n Company or of any judgment, injunction, order, decree, material agreement\n or other instrument binding upon the Company or result in the creation or\n imposition of any Lien on any asset of the Company or any of its\n Consolidated Subsidiaries.\n\n (c) No authorization or approval or other action by, and no notice\n to or filing with, any governmental authority or regulatory body or any\n other third party is required for the due execution, delivery and\n\n performance by the Company of this Agreement or the Notes to be delivered\n by it.\n\n (d) This Agreement has been, and each of the Notes to be delivered\n by it when delivered hereunder will have been, duly executed and delivered\n by the Company. This Agreement is, and each of the Notes to be delivered\n by it when delivered hereunder will be, the legal, valid and binding\n obligation of the Company enforceable against the Company in accordance\n with their respective terms, subject to applicable bankruptcy, insolvency,\n reorganization, moratorium or other laws affecting the rights of creditors\n generally and subject to general principles of equity.\n\n (e) The Consolidated balance sheet of the Company and its\n Consolidated Subsidiaries as at December 31, 2000, and the related\n Consolidated statements of income and cash flows of the Company and its\n Consolidated Subsidiaries for the fiscal year then ended, accompanied by\n an opinion of PricewaterhouseCoopers LLP, independent public accountants,\n and the Consolidated balance sheet of the Company and its Consolidated\n Subsidiaries as at March 31, 2001, and the related Consolidated statements\n of income and cash flows of the Company and its Consolidated Subsidiaries\n for the three months then ended, duly certified by the chief financial\n officer or chief accounting officer of the Company, copies of which have\n been furnished to each Lender, fairly present, subject, in the case of\n said balance sheet as at March 31, 2001, and said statements of income and\n cash flows for the three months then ended, to the absence of footnotes\n and year-end audit adjustments, the Consolidated financial condition of\n the Company and its Consolidated Subsidiaries as at such dates and the\n Consolidated results of the operations of the Company and its Consolidated\n Subsidiaries for the periods ended on such dates, all in accordance with\n generally accepted accounting principles consistently applied. Since\n December 31, 2000, there has been no Material Adverse Change.\n\n (f) There is no action, suit, investigation, litigation or\n proceeding pending against, or to the knowledge of the Company, threatened\n against the Company or any of its Consolidated Subsidiaries before any\n court or arbitrator or any governmental body, agency or official in which\n there is a significant probability of an adverse decision that (i) would\n have a Material Adverse Effect or (ii) purports to affect the legality,\n validity or enforceability of this Agreement or any Note or the\n consummation of the transactions contemplated hereby.\n\n (g) Each of the Company and its ERISA Affiliates has fulfilled its\n obligations under the minimum funding standards of ERISA and the Internal\n Revenue Code with respect to each Plan and is in compliance in all\n material respects with the presently applicable provisions of ERISA and\n the Internal Revenue Code except when the failure to comply would not have\n a Material Adverse Effect. None of the Company or any of its ERISA\n Affiliates has incurred any unsatisfied material liability to the PBGC or\n a Plan under Title IV of ERISA other than a liability to the PBGC for\n premiums under Section 4007 of ERISA.\n\n\n\n (h) The Company is not engaged in the business of extending credit\n for the purpose of purchasing or carrying margin stock (within the meaning\n of Regulation U issued by the Board of Governors of the Federal Reserve\n System). Following the application of the proceeds of each Advance, not\n more than 25% of the value of the property and assets of the Company and\n its Consolidated Subsidiaries taken as a whole, subject to the provisions\n of Section 5.02(a) or subject to any restriction contained in any\n agreement or instrument between the Company and any Lender or any\n Affiliate of any Lender relating to Debt within the scope of Section\n 6.01(d) will be \"margin stock\" (within the meaning of Regulation U of the\n Board of Governors of the Federal Reserve System).\n\n i) The Company is not an \"investment company\", or a company\n \"controlled\" by an \"investment company\", within the meaning of the\n Investment Company Act of 1940, as amended.\n\n (j) The Company and its Consolidated Subsidiaries have filed all\n United States Federal income tax returns and all other material tax\n returns which are required to be filed by them and have paid all taxes due\n reported on such returns or pursuant to any assessment received by the\n Company or any Consolidated Subsidiary, to the extent that such assessment\n has become due. The charges, accruals and reserves on the books of the\n Company and its Consolidated Subsidiaries in respect of taxes or other\n governmental charges are, in the opinion of the Company, adequate except\n for those which are being contested in good faith by the Company.\n\n (k) Each of the Company's Consolidated Subsidiaries is a corporation\n duly organized, validly existing and in good standing under the laws of\n its jurisdiction of incorporation, and has all corporate powers and all\n material governmental licenses, authorizations, consents and approvals\n required to carry on its business, all to the extent material to the\n Company and its Consolidated Subsidiaries taken as a whole.\n\n ARTICLE V\n\n COVENANTS OF THE COMPANY\n\n SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance shall\nremain unpaid or any Lender shall have any Commitment hereunder, the Company\nwill:\n\n (a) COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its\n Consolidated Subsidiaries to comply with all applicable laws, rules,\n regulations and orders, such compliance to include, without limitation,\n compliance with ERISA and applicable environmental laws, except where the\n necessity of compliance is being contested in good faith or where failure\n to comply would not have a Material Adverse Effect.\n\n (b) PAYMENT OF TAXES, ETC. Pay and discharge, and cause each of its\n Consolidated Subsidiaries to pay and discharge, before the same shall\n become delinquent, (i) all taxes, assessments and governmental charges or\n levies imposed upon it or upon its property and (ii) all lawful claims\n that, if unpaid, might solely by operation of law become a Lien upon its\n property; PROVIDED, HOWEVER, that neither the Company nor any of its\n Consolidated Subsidiaries shall be required to pay or discharge any such\n tax, assessment, levy, charge or claim that is being contested in good\n faith and by proper proceedings and as to which appropriate reserves in\n accordance with generally accepted accounting principles are being\n maintained, unless and until any Lien resulting therefrom attaches to its\n property and becomes enforceable against its other creditors.\n\n\n\n (c) MAINTENANCE OF INSURANCE. Maintain, and cause each of its\n Consolidated Subsidiaries to maintain, all to the extent material to the\n Company and its Consolidated Subsidiaries taken as a whole, with\n responsible and reputable insurance companies or associations, physical\n damage insurance on all real and personal property on an all risks basis,\n covering the repair and replacement cost of all such property and\n consequential loss coverage for business interruption and extra expense,\n public liability insurance in an amount not less than $25,000,000 and such\n other insurance covering such other risks as is customarily carried by\n companies of established reputations engaged in similar businesses and\n owning similar properties in the same general areas in which the Company\n or such Consolidated Subsidiary operates; PROVIDED, HOWEVER, that the\n Company and its Consolidated Subsidiaries may self-insure to the same\n extent as other companies engaged in similar businesses and owning similar\n properties in the same general areas in which the Company or such\n Consolidated Subsidiary operates and to the extent consistent with prudent\n business practice.\n\n (d) PRESERVATION OF CORPORATE EXISTENCE, ETC. Preserve and maintain,\n and cause each of its Consolidated Subsidiaries to preserve and maintain,\n its corporate existence, rights (charter and statutory) and franchises\n necessary in the normal conduct of its business, all to the extent\n material to the Company and its Consolidated Subsidiaries taken as a\n whole; PROVIDED, HOWEVER, that the Company and its Consolidated\n Subsidiaries may consummate any merger or consolidation permitted under\n Section 5.02(b) and PROVIDED FURTHER that neither the Company nor any of\n its Consolidated Subsidiaries shall be required to preserve any right or\n franchise if the Board of Directors of the Company or such Consolidated\n Subsidiary shall determine that the preservation thereof is no longer\n desirable in the normal conduct of the business of the Company or such\n Consolidated Subsidiary, as the case may be, and that the loss thereof is\n not material to the Company and its Consolidated Subsidiaries taken as a\n whole.\n\n (e) VISITATION RIGHTS. At any reasonable time and from time to time,\n permit the Agent or any of the Lenders or any agents or representatives\n thereof at their own expense, to examine and make copies of and abstracts\n from the records and books of account of, and visit the properties of, the\n Company and any of its Consolidated Subsidiaries, and to discuss the\n affairs, finances and accounts of the Company and any of its Consolidated\n Subsidiaries with any of their officers and with their independent\n certified public accountants, all as often as may reasonably be necessary\n to ensure compliance by the Company with its obligations hereunder.\n\n (f) KEEPING OF BOOKS. Keep, and cause each of its Consolidated\n Subsidiaries to keep, proper books of record and account, in which full\n and correct entries shall be made of all financial transactions and the\n assets and business of the Company and each such Consolidated Subsidiary\n in accordance with sound business practices and applicable statutory\n requirements so as to permit the preparation of the Consolidated financial\n statements of the Company and its Consolidated Subsidiaries in accordance\n with generally accepted accounting principles in effect from time to time.\n\n (g) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and cause\n each of its Consolidated Subsidiaries to maintain and preserve, all of its\n properties that are used and useful in the conduct of its business in good\n working order and condition, ordinary wear and tear excepted, except where\n the failure to do so would not have a Material Adverse Effect.\n\n (h) REPORTING REQUIREMENTS. Furnish to the Lenders or notify the\n Lenders of the availability of:\n\n\n\n (i) as soon as available and in any event within 50 days after\n the end of each of the first three quarters of each fiscal year of\n the Company, the unaudited Consolidated balance sheet of the Company\n and its Consolidated Subsidiaries as of the end of such quarter and\n unaudited Consolidated statements of income and cash flows of the\n Company and its Consolidated Subsidiaries for the period commencing\n at the end of the previous fiscal year and ending with the end of\n such quarter, duly certified (except for the absence of footnotes\n and subject to year-end audit adjustments) by the chief financial\n officer of the Company as having been prepared in accordance with\n generally accepted accounting principles and a certificate of the\n chief financial officer or chief accounting officer of the Company,\n which certificate shall include a statement that such officer has no\n knowledge, except as specifically stated, of any condition, event or\n act which constitutes a Default and setting forth in reasonable\n detail the calculations necessary to demonstrate compliance with\n Section 5.03 on the date of such balance sheet, PROVIDED that in the\n event that generally accepted accounting principles used in the\n preparation of such financial statements shall differ from GAAP, the\n Company shall also provide, if necessary for the determination of\n compliance with Section 5.03, a statement of reconciliation\n conforming such financial statements to GAAP;\n\n (ii) as soon as available and in any event within 95 days\n after the end of each fiscal year of the Company, a copy of the\n audited financial statements for such year for the Company and its\n Consolidated Subsidiaries, containing the Consolidated balance sheet\n of the Company and its Consolidated Subsidiaries as of the end of\n such fiscal year and Consolidated statements of income and cash\n flows of the Company and its Consolidated Subsidiaries for such\n fiscal year, in each case accompanied by the report thereon of\n PricewaterhouseCoopers LLP or other independent public accountants\n of nationally recognized standing, together with a certificate of\n the chief financial officer or chief accounting officer of the\n Company, which certificate shall include a statement that such\n officer has no knowledge, except as specifically stated, of any\n condition, event or act which constitutes a Default and setting\n forth in reasonable detail the calculations necessary to demonstrate\n compliance with Section 5.03 on the date of such financial\n statements, PROVIDED that in the event that generally accepted\n accounting principles used in the preparation of such financial\n statements shall differ from GAAP, the Company shall also provide,\n if necessary for the determination of compliance with Section 5.03,\n\n a statement of reconciliation conforming such financial statements\n to GAAP;\n\n (iii) as soon as possible and in any event within ten days\n after the chief executive officer, chief operation officer,\n principal financial officer or principal accounting officer of the\n Company knows or has reason to know of the occurrence of each\n Default continuing on the date of such statement, a statement of\n such officer of the Company setting forth details of such Default\n and the action that the Company has taken and proposes to take with\n respect thereto;\n\n (iv) promptly after the sending or filing thereof, copies of\n all quarterly and annual reports and proxy solicitations that the\n Company sends to any of its securityholders, and copies of all\n reports on form 8-K and registration statements for the public\n offering of securities (other than pursuant to employee Plans) that\n the Company or any Consolidated Subsidiary files with the Securities\n and Exchange Commission;\n\n (v) promptly after the commencement thereof, notice of all\n actions and proceedings before any court, governmental agency or\n arbitrator affecting the Company or any of its Consolidated\n Subsidiaries of the type described in Section 4.01(f); and\n\n (vi) such other information respecting the financial condition\n or business of the Company or any of its Consolidated Subsidiaries\n as any Lender through the Agent may from time to time reasonably\n request.\n\n\n\n The financial statements required to be delivered pursuant to clauses (i)\n and (ii) and the reports required to be delivered pursuant to clause (iv)\n of this Section 5.01(h) shall be deemed to have been delivered on the date\n on which the Company notifies the Agent, in the case of clauses (i) and\n (ii), that the reports on Form 10-K and Form 10-Q, respectively,\n containing such financial statements and, in the case of clause (iv), that\n such reports have been posted on the SEC's website at www.sec.gov;\n PROVIDED that the Company shall deliver paper copies of the reports\n (without the exhibits thereto) referred to in clauses (i), (ii) and (iv)\n of this Section 5.01(h) to the Agent or any Lender who requests the\n Company to deliver such paper copies until written notice to cease\n delivering paper copies is given by the Agent or such Lender and PROVIDED,\n FURTHER, that in every instance the Company shall provide paper copies of\n the certificates required to be delivered in accordance with this Section\n 5.01(h) until such time as the Agent shall provide the Company notice\n otherwise.\n\n SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance shall\nremain unpaid or any Lender shall have any Commitment hereunder, the Company\nwill not:\n\n (a) LIENS, ETC. Create or suffer to exist, or permit any of its\n Consolidated Subsidiaries to create or suffer to exist, any Lien on or\n with respect to any of its assets, whether now owned or hereafter\n acquired, other than:\n\n (i) Liens existing on the date hereof;\n\n (ii) any Lien existing on any asset of any corporation at the\n time such corporation becomes a Consolidated Subsidiary and not\n created in contemplation of such event;\n\n (iii) any Lien on any asset securing Debt incurred or assumed\n for the purpose of financing all or any part of the cost of\n acquiring such asset, PROVIDED that such Lien attaches to such asset\n concurrently with or within 90 days after the acquisition thereof;\n\n (iv) any Lien on any asset of any corporation existing at the\n time such corporation is merged into or consolidated with the\n Company or a Consolidated Subsidiary and not created in\n contemplation of such event;\n\n (v) any Lien existing on any asset prior to the acquisition\n thereof by the Company or a Consolidated Subsidiary and not created\n in contemplation of such acquisition;\n\n (vi) any Lien created in connection with capitalized lease\n obligations, but only to the extent that such Lien encumbers\n property financed by such capital lease obligation and the principal\n component of such capitalized lease obligation is not increased;\n\n (vii) Liens arising in the ordinary course of its business\n which (A) do not secure Debt and (B) do not in the aggregate\n materially impair the operation of the business of the Company and\n its Consolidated Subsidiaries, taken as a whole;\n\n (viii) any Lien arising out of the refinancing, extension,\n renewal or refunding of any Debt secured by any Lien permitted by\n any of the foregoing clauses of this Section, PROVIDED that such\n Debt is not increased and is not secured by any additional assets;\n\n (ix) Liens securing taxes, assessments, fees or other\n governmental charges or levies, Liens securing the claims of\n materialmen, mechanics, carriers, landlords, warehousemen and\n similar Persons, Liens incurred in the ordinary course of business\n in connection with workmen's compensation, unemployment insurance\n and other similar laws, Liens to secure surety, appeal and\n performance bonds and other similar obligations not incurred in\n connection with the borrowing of money, and attachment, judgment and\n other similar Liens arising in connection with court proceedings so\n long as the enforcement of such Liens is effectively stayed and the\n claims secured thereby are being contested in good faith by\n appropriate proceedings;\n\n\n\n (x) Liens not otherwise permitted by the foregoing clauses of\n this Section securing Debt in an aggregate principal amount at any\n time outstanding not to exceed 10% of the Consolidated net worth of\n the Company and its Consolidated Subsidiaries;\n\n (xi) any Liens on property arising in connection with a\n securities repurchase transaction; and\n\n (xii) any legal or contractual right of set-off or any\n contractual right to charge the accounts of the Company or any of\n its Consolidated Subsidiaries to effect the payment of amounts due\n in respect of any Debt or financing arrangement.\n\n (b) MERGERS, ETC. (i) Merge or consolidate with or into any Person\n (other than a Consolidated Subsidiary of the Company) except that the\n Company may agree to merge or consolidate any Consolidated Subsidiary with\n any Person in connection with an acquisition of such Person, (ii) sell,\n lease or otherwise transfer (whether in one transaction or a series of\n transactions) all or substantially all of the Company's business or assets\n (whether now owned or hereafter acquired) to any Person (other than a\n Consolidated Subsidiary of the Company) or (iii) permit any Consolidated\n Subsidiary to merge or consolidate with or into or transfer (whether in\n one transaction or a series of transactions) all or any substantial part\n of its assets (whether now owned or hereafter acquired) to any Person\n except (x) the Company or another Consolidated Subsidiary of the Company\n or to any other Person if the Board of Directors of the Company (or the\n finance committee or an officer of the Company duly authorized for such\n purpose) determines in good faith that the Consolidated Subsidiary or the\n assets of such Consolidated Subsidiary, as the case may be, are not\n material to the Company and its Consolidated Subsidiaries taken as a\n whole, and (y) any Consolidated Subsidiary may merge with or consolidate\n into any Person in connection with an acquisition of such Person,\n PROVIDED, in each case, that no Default shall have occurred and be\n continuing at the time of such proposed transaction or would result\n therefrom.\n\n (c) ACCOUNTING CHANGES. Make or permit, or permit any of its\n Consolidated Subsidiaries to make or permit, any change in accounting\n policies or reporting practices, except as required or permitted by\n generally accepted accounting principles or applicable statutory\n requirements.\n\n (d) CHANGE IN NATURE OF BUSINESS. Engage, or permit any Consolidated\n Subsidiary to engage, predominantly in any business other than business of\n the same general type as conducted on the date hereof by the Company and\n its Consolidated Subsidiaries.\n\n SECTION 5.03. FINANCIAL COVENANTS. So long as any Advance shall\nremain unpaid or any Lender shall have any Commitment hereunder, the Company\nwill:\n\n (a) INTEREST COVERAGE RATIO. Maintain, as of the end of each fiscal\n quarter, a ratio of Consolidated EBITDA of the Company and its\n Consolidated Subsidiaries for the four fiscal quarters then ended to\n Interest Expense during such period by the Company and its Consolidated\n Subsidiaries of not less than 3.5 to 1.\n\n (b) DEBT TO EBITDA RATIO. Maintain, as of the end of each fiscal\n quarter, a ratio of Debt for Borrowed Money to Consolidated EBITDA of the\n Company and its Consolidated Subsidiaries for the four quarters then ended\n of not greater than 3.5 to 1.\n\n\n\n ARTICLE VI\n\n EVENTS OF DEFAULT\n\n SECTION 6.01. EVENTS OF DEFAULT. If any of the following events\n(\"EVENTS OF DEFAULT\") shall occur and be continuing:\n\n (a) The Company or any other Borrower shall fail to pay any\n principal of any Advance when the same becomes due and payable; or the\n Company or any other Borrower shall fail to pay any interest on any\n Advance or make any other payment of fees or other amounts payable under\n this Agreement or any Note within five Business Days after the same\n becomes due and payable; or\n\n (b) Any representation or warranty made by the Company or any\n Designated Subsidiary (or any of its officers) in any certificate,\n financial statement or other document delivered pursuant to this Agreement\n shall prove to have been incorrect in any material respect when made; or\n\n (c) (i) The Company shall fail to perform or observe any term,\n covenant or agreement contained in Section 5.01(e) or (h), 5.02(a), (b) or\n (d) or 5.03; (ii) the Company or any other Borrower shall fail to perform\n or observe any term, covenant or agreement contained in Section 5.01(d) if\n such failure shall remain unremedied for 10 days after written notice\n thereof shall have been given to the Company by the Agent or any Lender;\n or (iii) the Company or any other Borrower shall fail to perform or\n observe any other term, covenant or agreement contained in this Agreement\n on its part to be performed or observed if such failure shall remain\n unremedied for 30 days after written notice thereof shall have been given\n to the Company by the Agent or any Lender; or\n\n (d) The Company or any of its Consolidated Subsidiaries shall fail\n to pay any principal of or premium or interest on any Debt (but excluding\n Debt outstanding hereunder and Debt owed solely to the Company or to a\n Consolidated Subsidiary) of the Company or such Consolidated Subsidiary\n (as the case may be), when the same becomes due and payable (whether by\n scheduled maturity, required prepayment, acceleration, demand or\n otherwise), and such failure shall continue after the applicable grace\n period, if any, specified in the agreement or instrument creating or\n evidencing such Debt; or any other event shall occur or condition shall\n exist under any agreement or instrument creating or evidencing any such\n Debt and shall continue after the applicable grace period, if any,\n specified in such agreement or instrument, if the effect of such event or\n condition is to accelerate, or to permit the acceleration of, the maturity\n of such Debt; or any such Debt shall be declared to be due and payable, or\n required to be prepaid or redeemed (other than by a regularly scheduled\n required prepayment or redemption), purchased or defeased, or an offer to\n prepay, redeem, purchase or defease such Debt shall be required to be\n made, in each case prior to the stated maturity thereof; PROVIDED that the\n aggregate principal amount (or, in the case of any payment default,\n failure or other event in respect of a Hedge Agreement, the net amount due\n and payable under such Hedge Agreement as of the date of such payment\n default, failure or event) of all Debt as to which any such payment\n defaults (whether or not at stated maturity thereof), failures or other\n events shall have occurred and be continuing exceeds $10,000,000,\n PROVIDED, FURTHER, that if any of the actions or events set forth above in\n this subsection (d) shall be taken in respect of, or occur with respect\n to, a Consolidated Subsidiary, such action or event shall not be the basis\n for or give rise to an Event of Default under this subsection (d) until\n five Business Days after the chief executive officer, chief operation\n officer, principal financial officer or principle accounting officer of\n the Company knows or has reason to know of the occurrence of such action\n or event if (x) the assets or revenues of such Consolidated Subsidiary and\n its Consolidated Subsidiaries, taken as a whole, comprise 5% or less of\n the assets or revenues, respectively, of the Company and its Consolidated\n Subsidiaries, taken as a whole, and (y) the aggregate assets and revenues\n of all Consolidated Subsidiaries otherwise subject to such actions or\n events set forth above do not comprise more than 15% of the assets or\n revenues, respectively, of the Company and its Consolidated Subsidiaries\n taken as a whole; or\n\n\n\n\n (e) The Company or any of its Consolidated Subsidiaries shall\n generally not pay its debts as such debts become due, or shall admit in\n writing its inability to pay its debts generally, or shall make a general\n assignment for the benefit of creditors; or any proceeding shall be\n instituted by or against the Company or any of its Consolidated\n Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking\n liquidation, winding up, reorganization, arrangement, adjustment,\n protection, relief, or composition of it or its debts under any law\n relating to bankruptcy, insolvency or reorganization or relief of debtors,\n or seeking the entry of an order for relief or the appointment of a\n receiver, trustee, custodian or other similar official for it or for any\n substantial part of its property and, in the case of any such proceeding\n instituted against it (but not instituted by it), either such proceeding\n shall remain undismissed or unstayed for a period of 60 days, or any of\n the actions sought in such proceeding (including, without limitation, the\n entry of an order for relief against, or the appointment of a receiver,\n trustee, custodian or other similar official for, it or for any\n substantial part of its property) shall occur; or the Company or any of\n its Consolidated Subsidiaries shall take any corporate action to authorize\n any of the actions set forth above in this subsection (e); PROVIDED, that\n if any of the actions or events set forth above in this subsection (e)\n shall be taken in respect of, or occur with respect to, a Consolidated\n Subsidiary, such action or event shall not be the basis for or give rise\n to an Event of Default under this subsection (e) if (x) the assets or\n revenues of such Consolidated Subsidiary and its Consolidated\n Subsidiaries, taken as a whole, comprise 5% or less of the assets or\n revenues, respectively, of the Company and its Consolidated Subsidiaries,\n taken as a whole, and (y) the aggregate assets and revenues of all\n Consolidated Subsidiaries otherwise subject to such actions or events set\n forth above do not comprise more than 15% of the assets or revenues,\n respectively, of the Company and its Consolidated Subsidiaries taken as a\n whole; or\n\n (f) Judgments or orders for the payment of money in excess of\n $10,000,000 in the aggregate shall be rendered against the Company or any\n of its Consolidated Subsidiaries and either (i) enforcement proceedings\n shall have been commenced by any creditor upon such judgment or order or\n (ii) there shall be any period of 60 consecutive days during which a stay\n of enforcement of such judgment or order, by reason of a pending appeal or\n otherwise, shall not be in effect; or\n\n (g) (i) Any Person or two or more Persons acting in concert (other\n than the Company or a Consolidated Subsidiary) shall have acquired\n beneficial ownership (within the meaning of Rule 13d-3 of the Securities\n and Exchange Commission under the Securities Exchange Act of 1934),\n directly or indirectly, of Voting Stock of the Company (or other\n securities convertible into such Voting Stock) representing 30% or more of\n the combined voting power of all Voting Stock of the Company; or (ii)\n during any period of up to 24 consecutive months, commencing after the\n date of this Agreement, individuals who at the beginning of such period\n were directors of the Company shall cease for any reason to constitute a\n majority of the board of directors of the Company unless the election or\n nomination for election by the Company's stockholders of each new director\n was approved by the vote of at least two-thirds of the directors then\n still in office who were directors at the beginning of such period; or\n\n (h) The Company or any of its ERISA Affiliates shall incur\n liability, or in the case of clause (i) below, shall be reasonably likely\n to incur liability, in excess of $10,000,000 in the aggregate as a result\n of one or more of the following: (i) the occurrence of any ERISA Event;\n (ii) the partial or complete withdrawal of the Company or any of its ERISA\n Affiliates from a Multiemployer Plan; or (iii) the reorganization or\n termination of a Multiemployer Plan; or\n\n (i) so long as any Consolidated Subsidiary of the Company is a\n Designated Subsidiary, any provision of Article VII shall for any reason\n cease to be valid and binding on or enforceable against the Company, or\n the Company shall so state in writing;\n\nthen, and in any such event, the Agent (i) shall at the request, or may with the\nconsent, of the Required Lenders, by notice to the Company and the other\nBorrowers, declare the obligation of each Lender to make Advances to be\nterminated, whereupon the same shall forthwith terminate, and (ii) shall at the\nrequest, or may with the consent, of the Required Lenders, by notice to the\nCompany and the other Borrowers, declare the Advances, all interest thereon and\nall other amounts payable under this Agreement to be forthwith due and payable,\nwhereupon the Advances, all such interest and all such amounts shall become and\nbe forthwith due and payable, without presentment, demand, protest or further\nnotice of any kind, all of which are hereby expressly waived by each Borrower;\nPROVIDED,\n\n\n\nHOWEVER, that in the event of an actual or deemed entry of an order for relief\nwith respect to any Borrower under the Federal Bankruptcy Code, (A) the\nobligation of each Lender to make Advances shall automatically be terminated and\n(B) the Advances, all such interest and all such amounts shall automatically\nbecome and be due and payable, without presentment, demand, protest or any\nnotice of any kind, all of which are hereby expressly waived by each Borrower.\n\n ARTICLE VII\n\n GUARANTY\n\n SECTION 7.01. GUARANTY. The Company hereby absolutely,\nunconditionally and irrevocably guarantees, as a guarantee of payment and not of\ncollection, the punctual payment when due, whether at scheduled maturity or on\nany date of a required prepayment or by acceleration, demand or otherwise, of\nall obligations of each other Borrower now or hereafter existing under or in\nrespect of this Agreement and the Notes (including, without limitation, any\nextensions, modifications, substitutions, amendments or renewals of any or all\nof the foregoing obligations), whether direct or indirect, absolute or\ncontingent, and whether for principal, interest, premiums, fees, indemnities,\ncontract causes of action, costs, expenses or otherwise (such obligations being\nthe \"GUARANTEED OBLIGATIONS\"), and agrees to pay any and all expenses\n(including, without limitation, fees and expenses of counsel) incurred by the\nAgent or any other Lender in enforcing any rights under this Article VII.\nWithout limiting the generality of the foregoing, the Company's liability shall\nextend to all amounts that constitute part of the Guaranteed Obligations and\nwould be owed by any such Borrower to the Agent or any Lender under or in\nrespect of this Agreement or the Notes but for the fact that they are\nunenforceable or not allowable due to the existence of a bankruptcy,\nreorganization or similar proceeding involving such Borrower.\n\n SECTION 7.02. GUARANTY ABSOLUTE. The Company guarantees that the\nGuaranteed Obligations will be paid strictly in accordance with the terms of\nthis Agreement and the Notes, regardless of any law, regulation or order now or\nhereafter in effect in any jurisdiction affecting any of such terms or the\nrights of any Lender with respect thereto. The obligations of the Company under\nor in respect of this Article VII are independent of the Guaranteed Obligations\nor any other obligations of any other Borrower under or in respect of this\nAgreement and the Notes, and a separate action or actions may be brought and\nprosecuted against the Company to enforce this Article VII, irrespective of\nwhether any action is brought against any Borrower or whether any Borrower is\njoined in any such action or actions. The liability of the Company under this\nArticle VII shall be irrevocable, absolute and unconditional irrespective of,\nand the Company hereby irrevocably waives any defenses it may now have or\nhereafter acquire in any way relating to, any or all of the following:\n\n (a) any lack of validity or enforceability of this Agreement (other\n than this Article VII), the Notes or any agreement or instrument relating\n thereto;\n\n (b) any change in the time, manner or place of payment of, or in any\n other term of, all or any of the Guaranteed Obligations or any other\n obligations of any Borrower under or in respect of this Agreement or the\n Notes, or any other amendment or waiver of or any consent to departure\n from this Agreement or the Notes, including, without limitation, any\n increase in the Guaranteed Obligations resulting from the extension of\n additional credit to any Borrower or any of its Subsidiaries or otherwise;\n\n (c) any taking, exchange, release or non-perfection of any\n collateral, or any taking, release or amendment or waiver of, or consent\n to departure from, any other guaranty, for all or any of the Guaranteed\n Obligations;\n\n (d) any manner of application of collateral, or proceeds thereof, to\n all or any of the Guaranteed Obligations, or any manner of sale or other\n disposition of any collateral for all or any of the Guaranteed Obligations\n or any other obligations of any Borrower under this Agreement or the Notes\n or any other assets of any Borrower or any of its Subsidiaries;\n\n (e) any change, restructuring or termination of the corporate\n structure or existence of any Borrower or any of its Subsidiaries;\n\n\n\n (f) any failure of any Lender or the Agent to disclose to the\n Company any information relating to the business, condition (financial or\n otherwise), operations, performance, properties or prospects of any\n Borrower now or hereafter known to such Lender or the Agent (the Company\n waiving any duty on the part of the Lenders and the Agent to disclose such\n information); or\n\n (g) any other circumstance (including, without limitation, any\n statute of limitations) or any existence of or reliance on any\n representation by any Lender or the Agent that might otherwise constitute\n a defense available to, or a discharge of, any Borrower or any other\n guarantor or surety.\n\nThis Article VII shall continue to be effective or be reinstated, as the case\nmay be, if at any time any payment of any of the Guaranteed Obligations is\nrescinded or must otherwise be returned by any Lender or the Agent or any other\nPerson upon the insolvency, bankruptcy or reorganization of any Borrower or\notherwise, all as though such payment had not been made.\n\n SECTION 7.03. WAIVERS AND ACKNOWLEDGMENTS. (a) The Company hereby\nunconditionally and irrevocably waives promptness, diligence, notice of\nacceptance, presentment, demand for performance, notice of nonperformance,\ndefault, acceleration, protest or dishonor and any other notice with respect to\nany of the Guaranteed Obligations and this Article VII and any requirement that\nany Lender or the Agent protect, secure, perfect or insure any Lien or any\nproperty subject thereto or exhaust any right or take any action against any\nBorrower or any other Person or any collateral.\n\n (b) The Company hereby unconditionally and irrevocably waives any\n right to revoke this Article VII and acknowledges that the guaranty under\n this Article VII is continuing in nature and applies to all Guaranteed\n Obligations, whether existing now or in the future.\n\n (c) The Company hereby unconditionally and irrevocably waives (i)\n any defense arising by reason of any claim or defense based upon an\n election of remedies by any Lender or the Agent that in any manner\n impairs, reduces, releases or otherwise adversely affects the subrogation,\n reimbursement, exoneration, contribution or indemnification rights of the\n Company or other rights of the Company to proceed against any Borrower,\n any other guarantor or any other Person or any collateral and (ii) any\n defense based on any right of set-off or counterclaim against or in\n respect of the obligations of the Company hereunder.\n\n (d) The Company hereby unconditionally and irrevocably waives any\n duty on the part of any Lender or the Agent to disclose to the Company any\n matter, fact or thing relating to the business, condition (financial or\n otherwise), operations, performance, properties or prospects of any\n Borrower or any of its Subsidiaries now or hereafter known by such Lender\n or the Agent.\n\n (e) The Company acknowledges that it will receive substantial direct\n and indirect benefits from the financing arrangements contemplated by this\n Agreement and the Notes and that the waivers set forth in Section 7.02 and\n this Section 7.03 are knowingly made in contemplation of such benefits.\n\n SECTION 7.04. SUBROGATION. The Company hereby unconditionally and\nirrevocably agrees not to exercise any rights that it may now have or hereafter\nacquire against any Borrower or any other insider guarantor that arise from the\nexistence, payment, performance or enforcement of the Company's Obligations\nunder or in respect of this Article VII, including, without limitation, any\nright of subrogation, reimbursement, exoneration, contribution or\nindemnification and any right to participate in any claim or remedy of any\nLender or the Agent against any Borrower or any other insider guarantor or any\ncollateral, whether or not such claim, remedy or right arises in equity or under\ncontract, statute or common law, including, without limitation, the right to\ntake or receive from any Borrower or any other insider guarantor, directly or\nindirectly, in cash or other property or by set-off or in any other manner,\npayment or security on account of such claim, remedy or right, unless and until\nall of the Guaranteed Obligations and all other amounts payable under this\nArticle VII shall have been paid in full in cash and the Commitments shall have\nexpired or been terminated. If any amount shall be paid to the Company in\nviolation of the immediately preceding sentence at any time prior to the later\nof (a) the payment in full in cash of the Guaranteed Obligations and all other\namounts payable under this Article VII and (b) the Termination Date, such amount\nshall be\n\n\n\nreceived and held in trust for the benefit of the Lenders and the Agent, shall\nbe segregated from other property and funds of the Company and shall forthwith\nbe paid or delivered to the Agent in the same form as so received (with any\nnecessary endorsement or assignment) to be credited and applied to the\nGuaranteed Obligations and all other amounts payable under this Article VII,\nwhether matured or unmatured, in accordance with the terms of this Agreement, or\nto be held as collateral for any Guaranteed Obligations or other amounts payable\nunder this Article VII thereafter arising. If (i) the Company shall make payment\nto any Lender or the Agent of all or any part of the Guaranteed Obligations,\n(ii) all of the Guaranteed Obligations and all other amounts payable under this\nArticle VII shall have been paid in full in cash and (iii) the Termination Date\nshall have occurred, the Lenders and the Agent will, at the Company's request\nand expense, execute and deliver to the Company appropriate documents, without\nrecourse and without representation or warranty, necessary to evidence the\ntransfer by subrogation to the Company of an interest in the Guaranteed\nObligations resulting from such payment made by the Company pursuant to this\nArticle VII.\n\n SECTION 7.05. CONTINUING GUARANTY; ASSIGNMENTS. The guaranty under this\nArticle VII is a continuing guaranty and shall (a) remain in full force and\neffect until the later of (i) the payment in full in cash of the Guaranteed\nObligations and all other amounts payable under this Article VII and (ii) the\nTermination Date, (b) be binding upon the Company, its successors and assigns\nand (c) inure to the benefit of and be enforceable by the Lenders and the Agent\nand their successors, transferees and assigns. Without limiting the generality\nof clause (c) of the immediately preceding sentence, any Lender may assign or\notherwise transfer all or any portion of its rights and obligations under this\nAgreement (including, without limitation, all or any portion of its Commitments,\nthe Advances owing to it and the Note or Notes held by it) to any other Person,\nand such other Person shall thereupon become vested with all the benefits in\nrespect thereof granted to such Lender herein or otherwise, in each case as and\nto the extent provided in Section 9.07. The Company shall not have the right to\nassign its rights hereunder or any interest herein without the prior written\nconsent of the Lenders.\n\n ARTICLE VIII\n\n THE AGENT\n\n SECTION 8.01. AUTHORIZATION AND ACTION. Each Lender hereby appoints\nand authorizes the Agent to take such action as agent on its behalf and to\nexercise such powers and discretion under this Agreement as are delegated to the\nAgent by the terms hereof, together with such powers and discretion as are\nreasonably incidental thereto. As to any matters not expressly provided for by\nthis Agreement (including, without limitation, enforcement or collection of the\nNotes), the Agent shall not be required to exercise any discretion or take any\naction, but shall be required to act or to refrain from acting (and shall be\nfully protected in so acting or refraining from acting) upon the instructions of\nthe Required Lenders, and such instructions shall be binding upon all Lenders\nand all holders of Notes; PROVIDED, HOWEVER, that the Agent shall not be\nrequired to take any action that exposes the Agent to personal liability or that\nis contrary to this Agreement or applicable law. The Agent agrees to give to\neach Lender prompt notice of each notice given to it by the Company or any other\nBorrower pursuant to the terms of this Agreement.\n\nSECTION 8.02. AGENT'S RELIANCE, ETC. Neither the Agent nor any of its directors,\nofficers, agents or employees shall be liable for any action taken or omitted to\nbe taken by it or them under or in connection with this Agreement, except for\nits or their own gross negligence or willful misconduct. Without limitation of\nthe generality of the foregoing, the Agent: (i) may treat the Lender that made\nany Advance as the holder of the Debt resulting therefrom until the Agent\nreceives and accepts an Assumption Agreement entered into by an Assuming Lender\nas provided in Section 2.18 or an Assignment and Acceptance entered into by such\nLender, as assignor, and an Eligible Assignee, as assignee, as provided in\nSection 9.07; (ii) may consult with legal counsel (including counsel for the\nCompany), independent public accountants and other experts selected by it and\nshall not be liable for any action taken or omitted to be taken in good faith by\nit in accordance with the advice of such counsel, accountants or experts; (iii)\nmakes no warranty or representation to any Lender and shall not be responsible\nto any Lender for any statements, warranties or representations (whether written\nor oral) made in or in connection with this Agreement; (iv) shall not have any\nduty to ascertain or to inquire as to the performance or observance of any of\nthe terms, covenants or conditions of this Agreement on the part of the Company\nor any other Borrower or to inspect the property (including the books and\nrecords) of the Company or any other Borrower; (v) shall not be responsible to\nany Lender for the due execution, legality, validity, enforceability,\ngenuineness, sufficiency or value of this Agreement or any other instrument or\ndocument furnished pursuant hereto; and (vi) shall incur no liability under or\nin respect of this Agreement by acting upon any notice, consent, certificate or\nother instrument or writing (which\n\n\n\nmay be by telecopier, telegram or telex) believed by it to be genuine and signed\nor sent by the proper party or parties.\n\n SECTION 8.03. CITIBANK AND AFFILIATES. With respect to its\nCommitment, the Advances made by it and the Notes issued to it, Citibank shall\nhave the same rights and powers under this Agreement as any other Lender and may\nexercise the same as though it were not the Agent; and the term \"Lender\" or\n\"Lenders\" shall, unless otherwise expressly indicated, include Citibank in its\nindividual capacity. Citibank and its Affiliates may accept deposits from, lend\nmoney to, act as trustee under indentures of, accept investment banking\nengagements from and generally engage in any kind of business with, the Company,\nany of its Subsidiaries and any Person who may do business with or own\nsecurities of the Company or any such Subsidiary, all as if Citibank were not\nthe Agent and without any duty to account therefor to the Lenders.\n\n SECTION 8.04. LENDER CREDIT DECISION. Each Lender acknowledges that\nit has, independently and without reliance upon the Agent or any other Lender\nand based on the financial statements referred to in Section 4.01 and such other\ndocuments and information as it has deemed appropriate, made its own credit\nanalysis and decision to enter into this Agreement. Each Lender also\nacknowledges that it will, independently and without reliance upon the Agent or\nany other Lender and based on such documents and information as it shall deem\nappropriate at the time, continue to make its own credit decisions in taking or\nnot taking action under this Agreement.\n\n SECTION 8.05. INDEMNIFICATION. The Lenders agree to indemnify the\nAgent (to the extent not reimbursed by the Company), ratably according to the\nrespective principal amounts of the Revolving Credit Advances then owed to each\nof them (or if no Revolving Credit Advances are at the time outstanding, ratably\naccording to the respective amounts of their Commitments), from and against any\nand all liabilities, 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 the Agent in\nany way relating to or arising out of this Agreement or any action taken or\nomitted by the Agent under this Agreement (collectively, the \"INDEMNIFIED\nCOSTS\"), PROVIDED that no Lender shall be liable for any portion of the\nIndemnified Costs resulting from the Agent's gross negligence or willful\nmisconduct. Without limitation of the foregoing, each Lender agrees to reimburse\nthe Agent promptly upon demand for its ratable share of any out-of-pocket\nexpenses (including reasonable counsel fees) incurred by the Agent in connection\nwith the preparation, execution, delivery, administration, modification,\namendment or enforcement (whether through negotiations, legal proceedings or\notherwise) of, or legal advice in respect of rights or responsibilities under,\nthis Agreement, to the extent that the Agent is not reimbursed for such expenses\nby the Company. In the case of any investigation, litigation or proceeding\ngiving rise to any Indemnified Costs, this Section 8.05 applies whether any such\ninvestigation, litigation or proceeding is brought by the Agent, any Lender or a\nthird party.\n\n SECTION 8.06. SUCCESSOR AGENT. The Agent may resign at any time by\ngiving written notice thereof to the Lenders and the Company and may be removed\nat any time with or without cause by the Required Lenders. Upon any such\nresignation or removal, the Required Lenders shall have the right to appoint a\nsuccessor Agent. If no successor Agent shall have been so appointed by the\nRequired Lenders, and shall have accepted such appointment, within 30 days after\nthe retiring Agent's giving of notice of resignation or the Required Lenders'\nremoval of the retiring Agent, then the retiring Agent may, on behalf of the\nLenders, appoint a successor Agent, which shall be a commercial bank organized\nunder the laws of the United States of America or of any State thereof and\nhaving a combined capital and surplus of at least $500,000,000. Upon the\nacceptance of any appointment as Agent hereunder by a successor Agent, such\nsuccessor Agent shall thereupon succeed to and become vested with all the\nrights, powers, discretion, privileges and duties of the retiring Agent, and the\nretiring Agent shall be discharged from its duties and obligations under this\nAgreement. After any retiring Agent's resignation or removal hereunder as Agent,\nthe provisions of this Article VII shall inure to its benefit as to any actions\ntaken or omitted to be taken by it while it was Agent under this Agreement.\n\n SECTION 8.07. SUB-AGENT. The Sub-Agent has been designated under\nthis Agreement to carry out duties of the Agent. The Sub-Agent shall be subject\nto each of the obligations in this Agreement to be performed by the Sub-Agent,\nand each of the Company, each other Borrower and the Lenders agrees that the\nSub-Agent shall be entitled to exercise each of the rights and shall be entitled\nto each of the benefits of the Agent under this Agreement as relate to the\nperformance of its obligations hereunder.\n\n\n\n SECTION 8.08. OTHER AGENTS. Each Lender hereby acknowledges that\nneither the documentation agent nor any other Lender designated as any \"Agent\"\n(other than the Agent) on the signature pages hereof has any liability hereunder\nother than in its capacity as a Lender.\n\n ARTICLE IX\n\n MISCELLANEOUS\n\n SECTION 9.01. AMENDMENTS, ETC. No amendment or waiver of any\nprovision of this Agreement or the Revolving Credit Notes, nor consent to any\ndeparture by the Company or any other Borrower therefrom, shall in any event be\neffective unless the same shall be in writing and signed by the Required\nLenders, and then such waiver or consent shall be effective only in the specific\ninstance and for the specific purpose for which given; PROVIDED, HOWEVER, that\nno amendment, waiver or consent shall, unless in writing and signed by all the\nLenders, do any of the following: (a) waive any of the conditions specified in\nSection 3.01 or Section 3.02, (b) except as provided in Section 2.18(c),\nincrease the Commitments of the Lenders or subject the Lenders to any additional\nobligations, (c) reduce the principal of, or interest on, the Revolving Credit\nAdvances or any fees or other amounts payable hereunder, (d) except as provided\nin Section 2.18(b), postpone any date fixed for any payment of principal of, or\ninterest on, the Revolving Credit Advances or any fees or other amounts payable\nhereunder, (e) change the percentage of the Commitments or of the aggregate\nunpaid principal amount of the Revolving Credit Advances, or the number of\nLenders, that shall be required for the Lenders or any of them to take any\naction hereunder, (f) reduce or limit the obligations of the Company under\nSection 7.01 or release or otherwise limit the Company's liability with respect\nto its obligations under Article VII or (g) amend the definition of \"Required\nLenders\" or this Section 9.01; and PROVIDED FURTHER that (x) no amendment,\nwaiver or consent shall, unless in writing and signed by the Agent in addition\nto the Lenders required above to take such action, affect the rights or duties\nof the Agent under this Agreement or any Note and (y) no amendment, waiver or\nconsent of Section 9.07(f) shall, unless in writing and signed by each Lender\nthat has granted a funding option to an SPC in addition to the Lenders required\nabove to take such action, affect the rights or duties of such Lender or SPC\nunder this Agreement or any Note.\n\n SECTION 9.02. NOTICES, ETC. All notices and other communications\nprovided for hereunder shall be in writing (including telecopier, telegraphic or\ntelex communication) and mailed, telecopied, telegraphed, telexed or delivered,\nif to the Company or any other Borrower, to (or in care of) the Company, at its\naddress at 1271 Avenue of the Americas, New York, New York 10020, Attention:\nVice President and Treasurer (with a copy at the same address to the Senior Vice\nPresident and General Counsel); if to any Initial Lender, at its Domestic\nLending Office specified opposite its name on Schedule I hereto; if to any other\nLender, at its Domestic Lending Office specified in the Assumption Agreement or\nthe Assignment and Acceptance pursuant to which it became a Lender; and if to\nthe Agent, at its address at Two Penns Way, New Castle, Delaware 19720,\nAttention: Bank Loan Syndications Department; or, as to the Company or the\nAgent, at such other address as shall be designated by such party in a written\nnotice to the other parties and, as to each other party, at such other address\nas shall be designated by such party in a written notice to the Company and the\nAgent. All such notices and communications shall, when mailed, telecopied,\ntelegraphed or telexed, be effective when deposited in the mails, telecopied,\ndelivered to the telegraph company or confirmed by telex answerback,\nrespectively, except that notices and communications to the Agent pursuant to\nArticle II, III or VII shall not be effective until received by the Agent.\nDelivery by telecopier of an executed counterpart of any amendment or waiver of\nany provision of this Agreement or the Notes or of any Exhibit hereto to be\nexecuted and delivered hereunder shall be effective as delivery of a manually\nexecuted counterpart thereof.\n\n SECTION 9.03. NO WAIVER; REMEDIES. No failure on the part of any\nLender or the Agent to exercise, and no delay in exercising, any right hereunder\nor under any Note shall operate as a waiver thereof; nor shall any single or\npartial exercise of any such right preclude any other or further exercise\nthereof or the exercise of any other right. The remedies herein provided are\ncumulative and not exclusive of any remedies provided by law.\n\n SECTION 9.04. COSTS AND EXPENSES. (a) The Company agrees to pay on\ndemand all reasonable out-of-pocket expenses of the Agent in connection with the\npreparation, execution, delivery, administration, modification and amendment of\nthis Agreement, the Notes and the other documents to be delivered hereunder,\nincluding, without limitation, (A) all due diligence, syndication (including\nprinting, distribution and bank meetings),\n\n\n\ntransportation, computer, duplication, appraisal, consultant, and audit expenses\nand (B) the reasonable fees and expenses of counsel for the Agent with respect\nthereto and with respect to advising the Agent as to its rights and\nresponsibilities under this Agreement. The Company further agrees to pay on\ndemand all costs and expenses of the Agent and the Lenders, if any (including,\nwithout limitation, reasonable counsel fees and expenses), in connection with\nthe enforcement (whether through negotiations, legal proceedings or otherwise)\nof this Agreement, the Notes and the other documents to be delivered hereunder,\nincluding, without limitation, reasonable fees and expenses of counsel for the\nAgent and each Lender in connection with the enforcement of rights under this\nSection 9.04(a).\n\n\n (b) The Company agrees to indemnify and hold harmless the Agent and\neach Lender and each of their Affiliates and their officers, directors,\nemployees, agents and advisors (each, an \"INDEMNIFIED PARTY\") from and against\nany and all claims, damages, losses, liabilities and expenses (including,\nwithout limitation, reasonable fees and expenses of counsel) incurred by or\nasserted or awarded against any Indemnified Party, in each case arising out of\nor in connection with or by reason of (including, without limitation, in\nconnection with any investigation, litigation or proceeding or preparation of a\ndefense in connection therewith) the Notes, this Agreement, any of the\ntransactions contemplated herein or the actual or proposed use of the proceeds\nof the Advances, except to the extent such claim, damage, loss, liability or\nexpense is found in a final, non-appealable judgment by a court of competent\njurisdiction to have resulted from such Indemnified Party's gross negligence or\nwillful misconduct. In the case of an investigation, litigation or other\nproceeding to which the indemnity in this Section 9.04(b) applies, such\nindemnity shall be effective whether or not such investigation, litigation or\nproceeding is brought by the Company, its directors, shareholders or creditors\nor an Indemnified Party or any other Person or any Indemnified Party is\notherwise a party thereto. The Company also agrees not to assert any claim for\nspecial, indirect, consequential or punitive damages against the Agent, any\nLender, any of their Affiliates, or any of their respective directors, officers,\nemployees, attorneys and agents, on any theory of liability, arising out of or\notherwise relating to the Notes, this Agreement, any of the transactions\ncontemplated herein or the actual or proposed use of the proceeds of the\nAdvances.\n\n (c) If any payment of principal of, or Conversion of, any\nEurocurrency Rate Advance or LIBO Rate Advance is made by any Borrower to or for\nthe account of a Lender other than on the last day of the Interest Period for\nsuch Advance, as a result of a payment or Conversion pursuant to Section 2.08(d)\nor (e), 2.10 or 2.12, acceleration of the maturity of the Notes pursuant to\nSection 6.01 or for any other reason, or by an Eligible Assignee to a Lender\nother than on the last day of the Interest Period for such Advance upon an\nassignment of rights and obligations under this Agreement pursuant to Section\n9.07 as a result of a demand by the Company pursuant to Section 9.07(a), such\nBorrower shall, upon demand by such Lender (with a copy of such demand to the\nAgent), pay to the Agent for the account of such Lender any amounts required to\ncompensate such Lender for any additional losses, costs or expenses that it may\nreasonably incur as a result of such payment or Conversion, including, without\nlimitation, any loss (excluding loss of anticipated profits), cost or expense\nincurred by reason of the liquidation or reemployment of deposits or other funds\nacquired by any Lender to fund or maintain such Advance.\n\n (d) Without prejudice to the survival of any other agreement of the\nCompany and the other Borrowers hereunder, the agreements and obligations of the\nCompany and the other Borrowers contained in Sections 2.11, 2.14 and 9.04 shall\nsurvive the payment in full of principal, interest and all other amounts payable\nhereunder and under the Notes.\n\n SECTION 9.05. RIGHT OF SET-OFF. Upon (i) the occurrence and during\nthe continuance of any Event of Default and (ii) the making of the request or\nthe granting of the consent specified by Section 6.01 to authorize the Agent to\ndeclare the Advances due and payable pursuant to the provisions of Section 6.01,\neach Lender and each of its Affiliates is hereby authorized at any time and from\ntime to time, to the fullest extent permitted by law, to set off and apply any\nand all deposits (general or special, time or demand, provisional or final) at\nany time held and other indebtedness at any time owing by such Lender or such\nAffiliate to or for the credit or the account of the Company or any Borrower\nagainst any and all of the obligations of the Company or any Borrower now or\nhereafter existing under this Agreement and any Note held by such Lender,\nwhether or not such Lender shall have made any demand under this Agreement or\nsuch Note and although such obligations may be unmatured. Each Lender agrees\npromptly to notify the appropriate Borrower after any such set-off and\napplication, PROVIDED that the failure to give such notice shall not affect the\nvalidity of such set-off and application. The rights of each Lender and its\nAffiliates under this Section are in addition to other rights and remedies\n(including, without limitation, other rights of set-off) that such Lender and\nits Affiliates may have.\n\n SECTION 9.06. BINDING EFFECT. This Agreement shall become effective\n(other than Sections 2.01 and 2.03, which shall only become effective upon\nsatisfaction of the conditions precedent set forth in Section 3.01) when it\nshall have been executed by the Company and the Agent and when the Agent shall\nhave been notified by each Initial Lender that such Initial Lender has executed\nit and thereafter shall be binding upon and inure to the benefit of the Company,\nthe Agent and each Lender and their respective successors and assigns, except\nthat neither the Company nor any other Borrower shall have the right to assign\nits rights hereunder or any interest herein without the prior written consent of\nthe Lenders.\n\n\n\n SECTION 9.07. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender may\nand, if demanded by the Company (following a demand by such Lender pursuant to\nSection 2.11 or 2.14) upon at least 5 Business Days' notice to such Lender and\nthe Agent, will assign to one or more Persons all or a portion of its rights and\nobligations under this Agreement (including, without limitation, all or a\nportion of its Commitment, the Revolving Credit Advances owing to it and the\nRevolving Credit Note or Notes held by it); PROVIDED, HOWEVER, that (i) each\nsuch assignment shall be of a constant, and not a varying, percentage of all\nrights and obligations under this Agreement (other than any right to make\nCompetitive Bid Advances, Competitive Bid Advances owing to it and Competitive\nBid Notes), (ii) except in the case of an assignment to a Person that,\nimmediately prior to such assignment, was a Lender or an assignment of all of a\nLender's rights and obligations under this Agreement, the amount of the\nCommitment of the assigning Lender being assigned pursuant to each such\nassignment (determined as of the date of the Assignment and Acceptance with\nrespect to such assignment) shall in no event be less than $5,000,000 or an\nintegral multiple of $1,000,000 in excess thereof, (iii) each such assignment\nshall be to an Eligible Assignee, (iv) each such assignment made as a result of\na demand by the Company pursuant to this Section 9.07(a) shall be arranged by\nthe Company after consultation with the Agent and shall be either an assignment\nof all of the rights and obligations of the assigning Lender under this\nAgreement or an assignment of a portion of such rights and obligations made\nconcurrently with another such assignment or other such assignments that\ntogether cover all of the rights and obligations of the assigning Lender under\nthis Agreement, (v) no Lender shall be obligated to make any such assignment as\na result of a demand by the Company pursuant to this Section 9.07(a) unless and\nuntil such Lender shall have received one or more payments from either the\nCompany or one or more Eligible Assignees in an aggregate amount at least equal\nto the aggregate outstanding principal amount of the Advances owing to such\nLender, together with accrued interest thereon to the date of payment of such\nprincipal amount and all other amounts payable to such Lender under this\nAgreement, and (vi) the parties to each such assignment shall execute and\ndeliver to the Agent, for its acceptance and recording in the Register, an\nAssignment and Acceptance, together with any Revolving Credit Note subject to\nsuch assignment and a processing and recordation fee of $3,500 payable by the\nparties to each such assignment, PROVIDED, HOWEVER, that in the case of each\nassignment made as a result of a demand by the Company, such recordation fee\nshall be payable by the Company except that no such recordation fee shall be\npayable in the case of an assignment made at the request of the Company to an\nEligible Assignee that is an existing Lender, and (vii) any Lender may, without\nthe approval of the Company or the Agent, assign all or a portion of its rights\nto any of its Affiliates or to another Lender unless on the date of such\nassignment the assignee would be entitled to make a demand pursuant to Section\n2.11 or 2.14, in which case such assignment shall be permitted only if the\nassignee shall waive in a manner satisfactory to the Company in form and\nsubstance its rights to make such a demand. Upon such execution, delivery,\nacceptance and recording, from and after the effective date specified in each\nAssignment and Acceptance, (x) the assignee thereunder shall be a party hereto\nand, to the extent that rights and obligations hereunder have been assigned to\nit pursuant to such Assignment and Acceptance, have the rights and obligations\nof a Lender hereunder and (y) the Lender assignor thereunder shall, to the\nextent that rights and obligations hereunder have been assigned by it pursuant\nto such Assignment and Acceptance, relinquish its rights (other than its rights\nunder Section 2.11, 2.14 and 9.04 to the extent any claim thereunder relates to\nan event arising prior such assignment) and be released from its obligations\nunder this Agreement (and, in the case of an Assignment and Acceptance covering\nall or the remaining portion of an assigning Lender's rights and obligations\nunder this Agreement, such Lender shall cease to be a party hereto).\n\n (b) By executing and delivering an Assignment and Acceptance, the\nLender assignor thereunder and the assignee thereunder confirm to and agree with\neach other and the other parties hereto as follows: (i) other than as provided\nin such Assignment and Acceptance, such assigning Lender makes no representation\nor warranty and assumes no responsibility with respect to any statements,\nwarranties or representations made in or in connection with this Agreement or\nthe execution, legality, validity, enforceability, genuineness, sufficiency or\nvalue of this Agreement or any other instrument or document furnished pursuant\nhereto; (ii) such assigning Lender makes no representation or warranty and\nassumes no responsibility with respect to the financial condition of the Company\nor any other Borrower or the performance or observance by the Company or any\nother Borrower of any of its obligations under this Agreement or any other\ninstrument or document furnished pursuant hereto; (iii) such assignee confirms\nthat it has received a copy of this Agreement, together with copies of the\nfinancial statements referred to in Section 4.01 and such other documents and\ninformation as it has deemed appropriate to make its own credit analysis and\ndecision to enter into such Assignment and Acceptance; (iv) such assignee will,\nindependently and without reliance upon the Agent, such assigning Lender or any\nother Lender and based on such documents and information as it shall deem\nappropriate at the time, continue to make its own credit decisions in taking or\nnot taking action\n\n\n\nunder this Agreement; (v) such assignee confirms that it is an Eligible\nAssignee; (vi) such assignee appoints and authorizes the Agent to take such\naction as agent on its behalf and to exercise such powers and discretion under\nthis Agreement as are delegated to the Agent by the terms hereof, together with\nsuch powers and discretion as are reasonably incidental thereto; and (vii) such\nassignee agrees that it will perform in accordance with their terms all of the\nobligations that by the terms of this Agreement are required to be performed by\nit as a Lender.\n\n (c) Upon its receipt of an Assignment and Acceptance executed by an\nassigning Lender and an assignee representing that it is an Eligible Assignee,\ntogether with any Revolving Credit Note or Notes subject to such assignment, the\nAgent shall, if such Assignment and Acceptance has been completed and is in\nsubstantially the form of Exhibit C hereto, (i) accept such Assignment and\nAcceptance, (ii) record the information contained therein in the Register and\n(iii) give prompt notice thereof to the Company.\n\n (d) The Agent shall maintain at its address referred to in Section\n9.02 a copy of each Assumption Agreement and each Assignment and Acceptance\ndelivered to and accepted by it and a register for the recordation of the names\nand addresses of the Lenders and the Commitment of, and principal amount of the\nAdvances owing to, each Lender from time to time (the \"REGISTER\"). The entries\nin the Register shall be conclusive and binding for all purposes, absent\nmanifest error, and the Company, the Agent and the Lenders may treat each Person\nwhose name is recorded in the Register as a Lender hereunder for all purposes of\nthis Agreement. The Register shall be available for inspection by the Company or\nany Lender at any reasonable time and from time to time upon reasonable prior\nnotice.\n\n (e) Each Lender may sell participations to one or more banks or\nother entities (other than the Company or any of its Affiliates) in or to all or\na portion of its rights and obligations under this Agreement (including, without\nlimitation, all or a portion of its Commitment, the Advances owing to it and any\nNote or Notes held by it); PROVIDED, HOWEVER, that (i) such Lender's obligations\nunder this Agreement (including, without limitation, its Commitment to the\nCompany hereunder) shall remain unchanged, (ii) such Lender shall remain solely\nresponsible to the other parties hereto for the performance of such obligations,\n(iii) such Lender shall remain the holder of any such Note for all purposes of\nthis Agreement, (iv) the Company, the other Borrowers, the Agent and the other\nLenders shall continue to deal solely and directly with such Lender in\nconnection with such Lender's rights and obligations under this Agreement and\n(v) no participant under any such participation shall have any rights as a\nLender hereunder, including, without limitation, any right to make any demand\nunder Section 2.11 or 2.14 or right to approve any amendment or waiver of any\nprovision of this Agreement or any Note, or any consent to any departure by the\nCompany or any other Borrower therefrom, except to the extent that such\namendment, waiver or consent would reduce the principal of, or interest on, the\nNotes or any fees or other amounts payable hereunder, in each case to the extent\nsubject to such participation, or postpone any date fixed for any payment of\nprincipal of, or interest on, the Notes or any fees or other amounts payable\nhereunder or reduce or limit the obligations of the Company under Section 7.01\nor release or otherwise limit the Company's liability with respect to its\nobligations under Article VII or amend this Section 9.07(e) in any manner\nadverse to such participant, in each case to the extent subject to such\nparticipation.\n\n (f) Each Lender may grant to a special purpose funding vehicle (an\n\"SPC\") the option to fund all or any part of any Advance that such Lender is\nobligated to fund under this Agreement (and upon the exercise by such SPC of\nsuch option to fund, such Lender's obligations with respect to such Advance\nshall be deemed satisfied to the extent of any amounts funded by such SPC);\nPROVIDED, HOWEVER, that (i) such Lender's obligations under this Agreement\n(including, without limitation, its Commitment to the Company hereunder) shall\nremain unchanged, (ii) such Lender shall remain solely responsible to the other\nparties hereto for the performance of such obligations, (iii) each Borrower, the\nAgent and the other Lenders shall continue to deal solely and directly with such\nLender in connection with such Lender's rights and obligations under this\nAgreement, (iv) any such option granted to an SPC shall not constitute a\ncommitment by such SPC to fund any Advance, (v) neither the grant nor the\nexercise of such option to an SPC shall increase the costs or expenses or\notherwise increase or change the obligations of any Borrower under this\nAgreement (including, without limitation, its obligations under Section 2.14)\nand (vi) no SPC shall have any right to approve any amendment or waiver of any\nprovision of this Agreement or any Note, or any consent to any departure by any\nBorrower therefrom, except to the extent that such amendment, waiver or consent\nwould reduce the principal of, or interest on, the Notes or any fees or other\namounts payable hereunder, in each case to the extent subject to such grant of\nfunding option, or postpone any date fixed for any payment of principal of, or\ninterest on, the Notes or any fees or other amounts payable hereunder, in each\ncase to the extent subject to such grant\n\n\n\nof funding option. Each party to this Agreement hereby agrees that no SPC shall\nbe liable for any indemnity or payment under this Agreement for which a Lender\nwould otherwise be liable. In furtherance of the foregoing, each party hereto\nhereby agrees (which agreements shall survive the termination of this Agreement)\nthat, prior to the date that is one year and one day after the payment in full\nof all outstanding commercial paper or other senior indebtedness of any SPC, it\nwill not institute against, or join any other Person in instituting against,\nsuch SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation\nproceedings under the laws of the United States or any State thereof.\n\n (g) Any Lender may, in connection with any assignment, participation\nor grant of funding option or proposed assignment, participation or grant of\nfunding option pursuant to this Section 9.07, disclose to the assignee,\nparticipant or SPC or proposed assignee, participant or SPC, any information\nrelating to any Borrower furnished to such Lender by or on behalf of such\nBorrower; PROVIDED that, prior to any such disclosure, the assignee, participant\nor SPC or proposed assignee, participant or SPC shall agree to preserve the\nconfidentiality of any Confidential Information relating to any Borrower\nreceived by it from such Lender.\n\n (h) Notwithstanding any other provision set forth in this Agreement,\nany Lender may at any time create a security interest in all or any portion of\nits rights under this Agreement (including, without limitation, the Advances\nowing to it and any Note or Notes held by it) in favor of any Federal Reserve\nBank in accordance with Regulation A of the Board of Governors of the Federal\nReserve System.\n\n SECTION 9.08. CONFIDENTIALITY. Neither the Agent nor any Lender or\nSPC shall disclose any Confidential Information to any other Person without the\nconsent of the Company, other than (a) to the Agent's or such Lender's\nAffiliates and their officers, directors, employees, agents and advisors and, as\ncontemplated by Section 9.07(f), to actual or prospective assignees and\nparticipants, and then only on a confidential basis, (b) as required by any law,\nrule or regulation or judicial process and (c) as requested or required by any\nstate, federal or foreign authority or examiner regulating banks or banking.\n\n SECTION 9.09. DESIGNATED SUBSIDIARIES. (a) DESIGNATION. The Company\nmay at any time, and from time to time, by delivery to the Agent of a\nDesignation Agreement duly executed by the Company and the respective Subsidiary\nand substantially in the form of Exhibit E hereto, designate such Subsidiary as\na \"Designated Subsidiary\" for purposes of this Agreement and such Subsidiary\nshall thereupon become a \"Designated Subsidiary\" for purposes of this Agreement\nand, as such, shall have all of the rights and obligations of a Borrower\nhereunder. The Agent shall promptly notify each Lender of each such designation\nby the Company and the identity of the respective Subsidiary.\n\n (b) TERMINATION. Upon the payment and performance in full of all of\nthe indebtedness, liabilities and obligations under this Agreement of any\nDesignated Subsidiary then, so long as at the time no Notice of Revolving Credit\nBorrowing or Notice of Competitive Bid Borrowing in respect of such Designated\nSubsidiary is outstanding, such Subsidiary's status as a \"Designated Subsidiary\"\nshall terminate upon notice to such effect from the Agent to the Lenders (which\nnotice the Agent shall give promptly, and only upon its receipt of a request\ntherefor from the Company). Thereafter, the Lenders shall be under no further\nobligation to make any Advance hereunder to such Designated Subsidiary.\n\n SECTION 9.10. GOVERNING LAW. This Agreement and the Notes shall be\ngoverned by, and construed in accordance with, the laws of the State of New\nYork.\n\n SECTION 9.11. EXECUTION IN COUNTERPARTS. This Agreement may be\nexecuted in any number of counterparts and by different parties hereto in\nseparate counterparts, each of which when so executed shall be deemed to be an\noriginal and all of which taken together shall constitute one and the same\nagreement. Delivery of an executed counterpart of a signature page to this\nAgreement by telecopier shall be effective as delivery of a manually executed\ncounterpart of this Agreement.\n\n SECTION 9.12. JUDGMENT. (a) If for the purposes of obtaining\njudgment in any court it is necessary to convert a sum due hereunder in Dollars\ninto another currency, the parties hereto agree, to the fullest extent that they\nmay effectively do so, that the rate of exchange used shall be that at which in\naccordance with normal banking procedures the Agent could purchase Dollars with\nsuch other currency at Citibank's principal office in London at 11:00 A.M.\n(London time) on the Business Day preceding that on which final judgment is\ngiven.\n\n\n\n (b) If for the purposes of obtaining judgment in any court it is\nnecessary to convert a sum due hereunder in a Committed Currency into Dollars,\nthe parties agree to the fullest extent that they may effectively do so, that\nthe rate of exchange used shall be that at which in accordance with normal\nbanking procedures the Agent could purchase such Committed Currency with Dollars\nat Citibank's principal office in London at 11:00 A.M. (London time) on the\nBusiness Day preceding that on which final judgment is given.\n\n (c) The obligation of the Company and each other Borrower in respect\nof any sum due from it in any currency (the \"PRIMARY CURRENCY\") to any Lender or\nthe Agent hereunder shall, notwithstanding any judgment in any other currency,\nbe discharged only to the extent that on the Business Day following receipt by\nsuch Lender or the Agent (as the case may be), of any sum adjudged to be so due\nin such other currency, such Lender or the Agent (as the case may be) may in\naccordance with normal banking procedures purchase the applicable Primary\nCurrency with such other currency; if the amount of the applicable Primary\nCurrency so purchased is less than such sum due to such Lender or the Agent (as\nthe case may be) in the applicable Primary Currency, the Company and each other\nBorrower agrees, as a separate obligation and notwithstanding any such judgment,\nto indemnify such Lender or the Agent (as the case may be) against such loss,\nand if the amount of the applicable Primary Currency so purchased exceeds such\nsum due to any Lender or the Agent (as the case may be) in the applicable\nPrimary Currency, such Lender or the Agent (as the case may be) agrees to remit\nto the Company or such other Borrower such excess.\n\n SECTION 9.13. JURISDICTION, ETC. (a) Each of the parties hereto\nhereby irrevocably and unconditionally submits, for itself and its property, to\nthe nonexclusive jurisdiction of any New York State court or federal court of\nthe United States of America sitting in New York City, and any appellate court\nfrom any thereof, in any action or proceeding arising out of or relating to this\nAgreement or the Notes, or for recognition or enforcement of any judgment, and\neach of the parties hereto hereby irrevocably and unconditionally agrees that\nall claims in respect of any such action or proceeding may be heard and\ndetermined in any such New York State court or, to the extent permitted by law,\nin such federal court. The Company and each other Borrower hereby further\nirrevocably consent to the service of process in any action or proceeding in\nsuch courts by the mailing thereof by any parties hereto by registered or\ncertified mail, postage prepaid, to the Company at its address specified\npursuant to Section 9.02. Each of the parties hereto agrees that a final\njudgment in any such action or proceeding shall be conclusive and may be\nenforced in other jurisdictions by suit on the judgment or in any other manner\nprovided by law. Nothing in this Agreement shall affect any right that any party\nmay otherwise have to bring any action or proceeding relating to this Agreement\nor the Notes in the courts of any jurisdiction.\n\n (b) Each of the parties hereto irrevocably and unconditionally\nwaives, to the fullest extent it may legally and effectively do so, any\nobjection that it may now or hereafter have to the laying of venue of any suit,\naction or proceeding arising out of or relating to this Agreement or the Notes\nin any New York State or federal court. Each of the parties hereto hereby\nirrevocably waives, to the fullest extent permitted by law, the defense of an\ninconvenient forum to the maintenance of such action or proceeding in any such\ncourt.\n\n SECTION 9.14. SUBSTITUTION OF CURRENCY. If a change in any Committed\nCurrency occurs pursuant to any applicable law, rule or regulation of any\ngovernmental, monetary or multi-national authority, this Agreement (including,\nwithout limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be\namended to the extent determined by the Agent (acting reasonably and in\nconsultation with the Company) to be necessary to reflect the change in currency\nand to put the Lenders and the Company in the same position, so far as possible,\nthat they would have been in if no change in such Committed Currency had\noccurred.\n\n SECTION 9.15. WAIVER OF JURY TRIAL. Each of the Company, each other\nBorrower, the Agent and the Lenders hereby irrevocably waives all right to trial\nby jury in any action, proceeding or counterclaim (whether based on contract,\ntort or otherwise) arising out of or relating to this Agreement or the Notes or\nthe actions of the Agent or any Lender in the negotiation, administration,\nperformance or enforcement thereof.\n\n\n\n IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe executed by their respective officers thereunto duly authorized, as of the\ndate first above written.\n\n THE INTERPUBLIC GROUP OF\n COMPANIES, INC.\n\n By____________________________\n Name:\n Title:\n\n\n CITIBANK, N.A.,\n as Agent\n\n By____________________________\n Name:\n Title:\n\n LEAD ARRANGER\n\n\n$55,000,000 CITIBANK, N.A.\n\n By____________________________\n Name:\n Title:\n\n AGENTS\n\n\n$42,500,000 HSBC BANK USA\n\n By____________________________\n Name:\n Title:\n\n\n$42,500,000 THE CHASE MANHATTAN BANK\n\n By____________________________\n Name:\n Title:\n\n\n$42,500,000 LLOYDS TSB BANK PLC\n\n By____________________________\n Name:\n Title:\n\n SENIOR MANAGING AGENT\n\n\n$35,000,000 FLEET NATIONAL BANK (successor\n by merger to Fleet Bank, N.A.)\n\n By____________________________\n Name:\n Title:\n\n\n$35,000,000 BANCO BILBAO VIZCAYA\n\n By____________________________\n Name:\n Title:\n\n LENDERS\n\n\n$17,500,000 THE BANK OF NEW YORK\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 THE BANK OF TOKYO-MITSUBISHI\n TRUST COMPANY\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 BANCA POPOLAIRE DI BERGAMO\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 THE NORTHERN TRUST COMPANY\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 BANK OF AMERICA, N.A.\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 BARCLAYS BANK PLC\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 SUNTRUST BANK\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 ING BANK\n\n By____________________________\n Name:\n Title:\n\n\n\n$20,000,000 KEYBANK NATIONAL ASSOCIATION\n\n By____________________________\n Name:\n Title:\n\n\n$15,000,000 ROYAL BANK OF CANADA\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 WACHOVIA BANK\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 THE FUJI BANK, LIMITED\n\n By____________________________\n Name:\n Title:\n\n\n$15,000,000 WESTPAC\n\n By____________________________\n Name:\n Title:\n\n\n$20,000,000 CREDIT AGRICOLE INDO SUEZ\n\n By____________________________\n Name:\n Title:\n\n$500,000,000 Total of the Commitments\n\n\n\n SCHEDULE I\n\n THE INTERPUBLIC GROUP OF COMPANIES, INC.\n\n 364-DAY CREDIT AGREEMENT\n\n APPLICABLE LENDING OFFICES\n\n<\/pre>\n
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\nName of Initial Lender Domestic Lending Office Eurocurrency Lending Office
\n———————- ———————– —————————
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\n
\nBanco Bilbao Vizcaya 1345 Avenue of the Americas 1345 Avenue of the Americas
\n 45th Floor 45th Floor
\n New York, NY 10105 New York, NY 10105
\n Attn: Anne-Maureen Sarfati Attn: Anne-Maureen Sarfati
\n T: 212 728-1654 T: 212 728-1654
\n F: 212 333-2904 F: 212 333-2904
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\nBank of America, N.A. 101 N. Tryon Street, 15th Floor 101 N. Tryon Street, 15th Floor
\n Charlotte, NC 28255 Charlotte, NC 28255
\n Attn: Michael Plamice Attn: Michael Plamice
\n T: 704 386-3781 T: 704 386-3781
\n F: 704 409-0066 F: 704 409-0066
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\nThe Bank of New York One Wall Street One Wall Street
\n New York, NY 10286 New York, NY 10286
\n T: 212 635-1471 T: 212 635-1471
\n F: 212 635-6397 F: 212 635-6397
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\nThe Bank of Tokyo Mitsubishi Trust 1251 Avenue of the Americas 1251 Avenue of the Americas
\nCompany New York, NY 10020 New York, NY 10020
\n Attn: Jeffrey Millar Attn: Jeffrey Millar
\n T: 212 782-4358 T: 212 782-4358
\n F: 212 782-6445 F: 212 782-6445
\n——————————————————————————————————————-
\nBarclays Bank plc 222 Broadway 222 Broadway
\n New York, NY 10038 New York, NY 10038
\n Attn: Christina Challenger-Batiz Attn: Christina Challenger-Batiz
\n T: 212 412-3701 T: 212 412-3701
\n F: 212 412-5306 F: 212 412-5306
\n——————————————————————————————————————-
\nBanca Popolare di Bergamo Plazza VittorioVeneto, 8 Plazza VittorioVeneto, 8
\n 24122 Bergamo, Italy 24122 Bergamo, Italy
\n Attn: F. Nessi Attn: F. Nessi
\n T: 0039 035 392 568 T: 0039 035 392 568
\n F: 0039 035 392 393 F: 0039 035 392 393
\n——————————————————————————————————————-
\nCitibank, N.A. Two Penns Way, Suite 200 Two Penns Way, Suite 200
\n New Castle, DE 19720 New Castle, DE 19720
\n Attn: May Wong Attn: May Wong
\n T: 302 894-6015 T: 302 894-6015
\n F: 302 894-6120 F: 302 894-6120
\n——————————————————————————————————————-
\nCredit Agricole Insosuez 666 Third Avenue, 10th Floor 666 Third Avenue, 10th Floor
\n New York, NY 10017 New York, NY 10017
\n Attn: John McCloskey Attn: John McCloskey
\n T: 212 658-2118 T: 212 658-2118
\n F: 212 658-2111 F: 212 658-2111
\n——————————————————————————————————————-
\nFleet Bank, N.A. 1185 Avenue of the Americas 1185 Avenue of the Americas
\n New York, NY 10036 New York, NY 10036
\n Attn: Thomas J. Levy Attn: Thomas J. Levy
\n T: 212 819-5735 T: 212 819-5735
\n F: 212 819-4120 F: 212 819-4120
\n——————————————————————————————————————-
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n\n———————————————————————————————————————-
\n
\nThe Fuji Bank, Limited Two World Trade Center Two World Trade Center
\n New York, NY 10048 New York, NY 10048
\n Attn: Betty All Attn: Betty All
\n T: 212 898-2070 T: 212 898-2070
\n F: 212 488-8216 F: 212 488-8216
\n———————————————————————————————————————-
\nHSBC Bank USA 1 HSBC Center 1 HSBC Center
\n Buffalo, NY 14203 Buffalo, NY 14203
\n Attn: Donna Reilly Attn: Donna Reilly
\n T: 716 841-4178 T: 716 841-4178
\n F: 716 841-0269 F: 716 841-0269
\n———————————————————————————————————————-
\nING Capital LLC 55 East 52nd Street 55 East 52nd Street
\n New York, NY 10055 New York, NY 10055
\n Attn: Lisa Cummings Attn: Lisa Cummings
\n T: 212 409-1676 T: 212 409-1676
\n F: 212 409-7808 F: 212 409-7808
\n———————————————————————————————————————-
\nThe Chase Manhattan Bank 4 Chase Metrotech Center 4 Chase Metrotech Center
\n 15th Floor 15th Floor
\n Brooklyn, NY 11245 Brooklyn, NY 11245
\n Attn: Marcia Green-Alleyne Attn: Marcia Green-Alleyne
\n T: 718 242-8064 T: 718 242-8064
\n F: 718 242-6550 F: 718 242-6550
\n———————————————————————————————————————-
\nKeyBank National Association 127 Public Square 127 Public Square
\n Cleveland, OH 94111 Cleveland, OH 94111
\n Attn: Dan Lally Attn: Dan Lally
\n T: 216 689-8065 T: 216 689-8065
\n F: 216689-4981 F: 216689-4981
\n———————————————————————————————————————-
\nLloyds TSB Bank PLC Lloyds TSB Bank plc Miami Lloyds TSB Bank plc Miami
\n One Biscayne Tower Suite 3200 One Biscayne Tower Suite 3200
\n 2 South Biscayne Boulevard 2 South Biscayne Boulevard
\n Miami, FL 33131 Miami, FL 33131
\n Attn: Patricia Kilian Attn: Patricia Kilian
\n———————————————————————————————————————-
\nThe Northern Trust Company 50 S. LaSalle Street 50 S. LaSalle Street
\n Chicago, IL 60675 Chicago, IL 60675
\n Attn: Linda Honda Attn: Linda Honda
\n T: 312 444-3532 T: 312 444-3532
\n F: 312 630-1566 F: 312 630-1566
\n———————————————————————————————————————-
\nRoyal Bank of Canada Royal Bank of Canada Royal Bank of Canada
\n New York Branch New York Branch
\n One Liberty Plaza, 3rd Floor One Liberty Plaza, 3rd Floor
\n New York, NY 10006-1404 New York, NY 10006-1404
\n Attn: Manager, Loans Administration Attn: Manager, Loans Administration
\n T: 212 428-6322 T: 212 428-6322
\n F: 212 428-2372 F: 212 428-2372
\n With a copy to: With a copy to:
\n Attn: N.G. Millar Attn: N.G. Millar
\n T: 212 428-6363 T: 212 428-6363
\n F: 212 809-7148 F: 212 809-7148
\n———————————————————————————————————————-
\nSuntrust Bank 25 Park Place, 21st Floor 25 Park Place, 21st Floor
\n Center 1927 Center 1927
\n Atlanta, GA 30303 Atlanta, GA 30303
\n———————————————————————————————————————-
\n<\/c><\/c><\/s><\/table>\n\n———————————————————————————————————————-
\n
\nWachovia Bank 191 Peachtree Street 191 Peachtree Street
\n M\/C GA380 M\/C GA380
\n Atlanta, GA 30303 Atlanta, GA 30303
\n Attn: Trudy Collins Attn: Trudy Collins
\n T: 404 332-6688 T: 404 332-6688
\n F: 404 332-4820 F: 404 332-4820
\n———————————————————————————————————————-
\nWestpac 191 Peachtree Street 191 Peachtree Street
\n M\/C GA380 M\/C GA380
\n Atlanta, GA 30303 Atlanta, GA 30303
\n Attn: Trudy T. Collins Attn: Trudy T. Collins
\n T: 404 332-6688 T: 404 332-6688
\n F: 404 332-4820 F: 404 332-4820
\n———————————————————————————————————————-
\n<\/c><\/c><\/s><\/table>\n EXHIBIT A-1 – FORM OF
\n REVOLVING CREDIT
\n PROMISSORY NOTE<\/p>\n
U.S.$_______________ Dated:_______________,200__<\/p>\n
FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF
\nCOMPANIES, INC., a Delaware corporation (the “BORROWER”), HEREBY PROMISES TO PAY
\nto the order of ________________________ (the “LENDER”) for the account of its
\nApplicable Lending Office on the later of (a) the Termination Date and (b) if
\nthe Borrower has made the Term Loan Election prior to the Termination Date, the
\nMaturity Date (each as defined in the Credit Agreement referred to below) the
\nprincipal sum of U.S.$[amount of the Lender’s Commitment in figures] or, if
\nless, the aggregate principal amount of the Revolving Credit Advances made by
\nthe Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of
\nJune 26, 2001 among the Borrower, the Lender and certain other lenders parties
\nthereto, Salomon Smith Barney, Inc., as lead arranger and book manager, and
\nCitibank, N.A. as Agent for the Lender and such other lenders (as amended or
\nmodified from time to time, the “CREDIT AGREEMENT”; the terms defined therein
\nbeing used herein as therein defined) outstanding on such date.<\/p>\n
The Borrower promises to pay interest on the unpaid principal amount
\nof each Revolving Credit Advance from the date of such Revolving Credit Advance
\nuntil such principal amount is paid in full, at such interest rates, and payable
\nat such times, as are specified in the Credit Agreement.<\/p>\n
Both principal and interest in respect of each Revolving Credit
\nAdvance (i) in Dollars are payable in lawful money of the United States of
\nAmerica to the Agent at its account maintained at 399 Park Avenue, New York, New
\nYork 10043, in same day funds and (ii) in any Committed Currency are payable in
\nsuch currency at the applicable Payment Office in same day funds. Each Revolving
\nCredit Advance owing to the Lender by the Borrower pursuant to the Credit
\nAgreement, and all payments made on account of principal thereof, shall be
\nrecorded by the Lender and, prior to any transfer hereof, endorsed on the grid
\nattached hereto which is part of this Promissory Note.<\/p>\n
This Promissory Note is one of the Revolving Credit Notes referred
\nto in, and is entitled to the benefits of, the Credit Agreement. The Credit
\nAgreement, among other things, (i) provides for the making of Revolving Credit
\nAdvances by the Lender to the Borrower from time to time in an aggregate amount
\nnot to exceed at any time outstanding the U.S. dollar amount first above
\nmentioned, the indebtedness of the Borrower resulting from each such Revolving
\nCredit Advance being evidenced by this Promissory Note, (ii) contains provisions
\nfor determining the Dollar Equivalent of Revolving Credit Advances denominated
\nin Committed Currencies and (iii) contains provisions for acceleration of the
\nmaturity hereof upon the happening of certain stated events and also for
\nprepayments on account of principal hereof prior to the maturity hereof upon the
\nterms and conditions therein specified.<\/p>\n
This Promissory Note shall be governed by, and construed in
\naccordance with, the laws of the State of New York.<\/p>\n
THE INTERPUBLIC GROUP OF
\n COMPANIES, INC.<\/p>\n
By______________________________
\n Title:<\/p>\n
ADVANCES AND PAYMENTS OF PRINCIPAL<\/p>\n
\n\n——————————————————————————————-
\n AMOUNT OF
\n AMOUNT OF PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
\n DATE ADVANCE OR PREPAID BALANCE MADE BY
\n——————————————————————————————-
\n <\/p>\n——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-<\/p>\n
——————————————————————————————-
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
EXHIBIT A-2 – FORM OF
\n COMPETITIVE BID
\n PROMISSORY NOTE<\/p>\n
U.S.$_______________ Dated:_______________,200__<\/p>\n
FOR VALUE RECEIVED, the undersigned, THE INTERPUBLIC GROUP OF
\nCOMPANIES, INC., a Delaware corporation (the “BORROWER”), HEREBY PROMISES TO PAY
\nto the order of ________________________ (the “LENDER”) for the account of its
\nApplicable Lending Office (as defined in the 364-Day Credit Agreement dated as
\nof June 26, 2001 among the Borrower, the Lender and certain other lenders
\nparties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager,
\nand Citibank, N.A., as Agent for the Lender and such other lenders (as amended
\nor modified from time to time, the “CREDIT AGREEMENT”; the terms defined therein
\nbeing used herein as therein defined)), on __________ __, 200_, the principal
\namount of [U.S.$_______________] [for a Competitive Bid Advance in a Committed
\nCurrency, list currency and amount of such Advance].<\/p>\n
The Borrower promises to pay interest on the unpaid principal amount
\nhereof from the date hereof until such principal amount is paid in full, at the
\ninterest rate and payable on the interest payment date or dates provided below:<\/p>\n
Interest Rate: _____% per annum (calculated on the basis of a year
\nof _____ days for the actual number of days elapsed).<\/p>\n
Both principal and interest are payable in lawful money of
\n________________ to Citibank, as agent, for the account of the Lender at the
\noffice of _________________________, at _________________________ in same day
\nfunds.<\/p>\n
This Promissory Note is one of the Competitive Bid Notes referred to
\nin, and is entitled to the benefits of, the Credit Agreement. The Credit
\nAgreement, among other things, contains provisions for acceleration of the
\nmaturity hereof upon the happening of certain stated events.<\/p>\n
The Borrower hereby waives presentment, demand, protest and notice
\nof any kind. No failure to exercise, and no delay in exercising, any rights
\nhereunder on the part of the holder hereof shall operate as a waiver of such
\nrights.<\/p>\n
This Promissory Note shall be governed by, and construed in
\naccordance with, the laws of the State of New York.<\/p>\n
THE INTERPUBLIC GROUP OF
\n COMPANIES, INC.<\/p>\n
By______________________________
\n Title:<\/p>\n
EXHIBIT B-1 – FORM OF NOTICE OF
\n REVOLVING CREDIT BORROWING<\/p>\n
Citibank, N.A., as Agent
\n for the Lenders parties
\n to the Credit Agreement
\n referred to below
\n Two Penns Way
\n New Castle, Delaware 19720<\/p>\n
[Date]<\/p>\n
Attention: Bank Loan Syndications Department<\/p>\n
Ladies and Gentlemen:<\/p>\n
The undersigned, [The Interpublic Group of Companies, Inc.][Name of
\nDesignated Subsidiary], refers to the 364-Day Credit Agreement, dated as of June
\n26, 2001 (as amended or modified from time to time, the “CREDIT AGREEMENT”, the
\nterms defined therein being used herein as therein defined), among The
\nInterpublic Group of Companies, Inc., certain Lenders parties thereto, Salomon
\nSmith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as
\nAgent for said Lenders, and hereby gives you notice, irrevocably, pursuant to
\nSection 2.02 of the Credit Agreement that the undersigned hereby requests a
\nRevolving Credit Borrowing under the Credit Agreement, and in that connection
\nsets forth below the information relating to such Revolving Credit Borrowing
\n(the “PROPOSED REVOLVING CREDIT BORROWING”) as required by Section 2.02(a) of
\nthe Credit Agreement:<\/p>\n
(i) The Business Day of the Proposed Revolving Credit Borrowing is
\n _______________, 200_.<\/p>\n
(ii) The Type of Advances comprising the Proposed Revolving Credit
\n Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].<\/p>\n
(iii) The aggregate amount of the Proposed Revolving Credit
\n Borrowing is [$_______________][for a Revolving Credit Borrowing in a
\n Committed Currency, list currency and amount of Revolving Credit
\n Borrowing].<\/p>\n
[(iv) The initial Interest Period for each Eurocurrency Rate Advance
\n made as part of the Proposed Revolving Credit Borrowing is _____
\n month[s].]<\/p>\n
The undersigned hereby certifies that the following statements are
\ntrue on the date hereof, and will be true on the date of the Proposed Revolving
\nCredit Borrowing:<\/p>\n
(A) the representations and warranties contained in Section 4.01 of
\n the Credit Agreement (except the representation set forth in the last
\n sentence of subsection (e) thereof) [and in the Designation Agreement of
\n the undersigned] are correct, before and after giving effect to the
\n Proposed Revolving Credit Borrowing and to the application of the proceeds
\n therefrom, as though made on and as of such date; and<\/p>\n
(B) no event has occurred and is continuing, or would result from
\n such Proposed Revolving Credit Borrowing or from the application of the
\n proceeds therefrom, that constitutes a Default.<\/p>\n
Very truly yours,<\/p>\n
[THE INTERPUBLIC GROUP OF
\n COMPANIES, INC.][DESIGNATED SUBSIDIARY]<\/p>\n
By_____________________________________
\n Title:<\/p>\n
EXHIBIT B-2 – FORM OF NOTICE OF
\n COMPETITIVE BID BORROWING<\/p>\n
Citibank, N.A., as Agent
\n for the Lenders parties
\n to the Credit Agreement
\n referred to below
\n Two Penns Way
\n New Castle, Delaware 19720<\/p>\n
[Date]<\/p>\n
Attention: Bank Loan Syndications Department<\/p>\n
Ladies and Gentlemen:<\/p>\n
The undersigned, The Interpublic Group of Companies, Inc.[, on
\nbehalf of [Name of Designated Subsidiary]], refers to the 364-Day Credit
\nAgreement, dated as of June 26, 2001 (as amended or modified from time to time,
\nthe “CREDIT AGREEMENT”, the terms defined therein being used herein as therein
\ndefined), among The Interpublic Group of Companies, Inc., certain Lenders
\nparties thereto, Salomon Smith Barney, Inc., as lead arranger and book manager,
\nand Citibank, N.A., as Agent for said Lenders, and hereby gives you notice,
\nirrevocably, pursuant to Section 2.03 of the Credit Agreement that the
\nundersigned hereby requests a Competitive Bid Borrowing under the Credit
\nAgreement, and in that connection sets forth the terms on which such Competitive
\nBid Borrowing (the “PROPOSED COMPETITIVE BID BORROWING”) is requested to be
\nmade:<\/p>\n
(A) Date of Competitive Bid Borrowing ________________________
\n (B) Amount of Competitive Bid Borrowing ________________________
\n (C) [Maturity Date] [Interest Period] ________________________
\n (D) Interest Rate Basis ________________________
\n (E) Day Count Convention ________________________
\n (F) Interest Payment Date(s) ________________________
\n (G) Currency ________________________
\n (H) Borrower’s Account Location ________________________
\n (I) ___________________ ________________________<\/p>\n
The undersigned hereby certifies that the following statements are
\ntrue on the date hereof, and will be true on the date of the Proposed
\nCompetitive Bid Borrowing:<\/p>\n
(a) the representations and warranties contained in Section 4.01 of the
\nCredit Agreement (except the representation set forth in the last sentence of
\nsubsection (e) thereof) [and in the Designation Agreement of the undersigned]
\nare correct, before and after giving effect to the Proposed Competitive Bid
\nBorrowing and to the application of the proceeds therefrom, as though made on
\nand as of such date;<\/p>\n
(b) no event has occurred and is continuing, or would result from the
\nProposed Competitive Bid Borrowing or from the application of the proceeds
\ntherefrom, that constitutes a Default; and<\/p>\n
(c) the aggregate amount of the Proposed Competitive Bid Borrowing and all
\nother Borrowings to be made on the same day under the Credit Agreement is within
\nthe aggregate amount of the unused Commitments of the Lenders.<\/p>\n
The undersigned hereby confirms that the Proposed Competitive Bid
\nBorrowing is to be made available to it in accordance with Section 2.03(a)(v) of
\nthe Credit Agreement.<\/p>\n
Very truly yours,<\/p>\n
[THE INTERPUBLIC GROUP OF
\n COMPANIES, INC.<\/p>\n
By_______________________________
\n Title:<\/p>\n
EXHIBIT C – FORM OF
\n ASSIGNMENT AND ACCEPTANCE<\/p>\n
Reference is made to the 364-Day Credit Agreement dated as of June
\n26, 2001 (as amended or modified from time to time, the “CREDIT AGREEMENT”)
\namong The Interpublic Group of Companies, Inc., a Delaware corporation (the
\n“COMPANY”), the Lenders (as defined in the Credit Agreement), Salomon Smith
\nBarney, Inc., as lead arranger and book manager, and Citibank, N.A., as agent
\nfor the Lenders (the “AGENT”). Terms defined in the Credit Agreement are used
\nherein with the same meaning.<\/p>\n
The “Assignor” and the “Assignee” referred to on Schedule I hereto
\nagree as follows:<\/p>\n
1. The Assignor hereby sells and assigns to the Assignee, and the
\nAssignee hereby purchases and assumes from the Assignor, an interest in and to
\nthe Assignor’s rights and obligations under the Credit Agreement as of the date
\nhereof (other than in respect of Competitive Bid Advances and Competitive Bid
\nNotes) equal to the percentage interest specified on Schedule 1 hereto of all
\noutstanding rights and obligations under the Credit Agreement (other than in
\nrespect of Competitive Bid Advances and Competitive Bid Notes). After giving
\neffect to such sale and assignment, the Assignee’s Commitment and the amount of
\nthe Revolving Credit Advances owing to the Assignee will be as set forth on
\nSchedule 1 hereto.<\/p>\n
2. The Assignor (i) represents and warrants that it is the legal and
\nbeneficial owner of the interest being assigned by it hereunder and that such
\ninterest is free and clear of any adverse claim; (ii) makes no representation or
\nwarranty and assumes no responsibility with respect to any statements,
\nwarranties or representations made in or in connection with the Credit Agreement
\nor the execution, legality, validity, enforceability, genuineness, sufficiency
\nor value of the Credit Agreement or any other instrument or document furnished
\npursuant thereto; (iii) makes no representation or warranty and assumes no
\nresponsibility with respect to the financial condition of the Company or the
\nperformance or observance by the Company of any of its obligations under the
\nCredit Agreement or any other instrument or document furnished pursuant thereto;
\nand (iv) attaches the Revolving Credit Note, if any, held by the Assignor [and
\nrequests that the Agent exchange such Revolving Credit Note for a new Revolving
\nCredit Note payable to the order of [the Assignee in an amount equal to the
\nCommitment assumed by the Assignee pursuant hereto or new Revolving Credit Notes
\npayable to the order of the Assignee in an amount equal to the Commitment
\nassumed by the Assignee pursuant hereto and] the Assignor in an amount equal to
\nthe Commitment retained by the Assignor under the Credit Agreement[,
\nrespectively,] as specified on Schedule 1 hereto].<\/p>\n
3. The Assignee (i) confirms that it has received a copy of the
\nCredit Agreement, together with copies of the financial statements referred to
\nin Section 4.01(e) thereof and such other documents and information as it has
\ndeemed appropriate to make its own credit analysis and decision to enter into
\nthis Assignment and Acceptance; (ii) agrees that it will, independently and
\nwithout reliance upon the Agent, the Assignor or any other Lender and based on
\nsuch documents and information as it shall deem appropriate at the time,
\ncontinue to make its own credit decisions in taking or not taking action under
\nthe Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
\nappoints and authorizes the Agent to take such action as agent on its behalf and
\nto exercise such powers and discretion under the Credit Agreement as are
\ndelegated to the Agent by the terms thereof, together with such powers and
\ndiscretion as are reasonably incidental thereto; (v) agrees that it will perform
\nin accordance with their terms all of the obligations that by the terms of the
\nCredit Agreement are required to be performed by it as a Lender; and (vi)
\nattaches any U.S. Internal Revenue Service forms required under Section 2.14 of
\nthe Credit Agreement.<\/p>\n
4. Following the execution of this Assignment and Acceptance, it
\nwill be delivered to the Agent for acceptance and recording by the Agent. The
\neffective date for this Assignment and Acceptance (the “EFFECTIVE DATE”) shall
\nbe the date of acceptance hereof by the Agent, unless otherwise specified on
\nSchedule 1 hereto.<\/p>\n
5. Upon such acceptance and recording by the Agent, as of the
\nEffective Date, (i) the Assignee shall be a party to the Credit Agreement and,
\nto the extent provided in this Assignment and Acceptance, have the rights and
\nobligations of a Lender thereunder and (ii) the Assignor shall, to the extent
\nprovided in this Assignment and Acceptance, relinquish its rights and be
\nreleased from its obligations under the Credit Agreement.<\/p>\n
6. Upon such acceptance and recording by the Agent, from and after
\nthe Effective Date, the Agent<\/p>\n
shall make all payments under the Credit Agreement and the Revolving Credit
\nNotes in respect of the interest assigned hereby (including, without limitation,
\nall payments of principal, interest and facility fees with respect thereto) to
\nthe Assignee. The Assignor and Assignee shall make all appropriate adjustments
\nin payments under the Credit Agreement and the Revolving Credit Notes for
\nperiods prior to the Effective Date directly between themselves.<\/p>\n
7. This Assignment and Acceptance shall be governed by, and
\nconstrued in accordance with, the laws of the State of New York.<\/p>\n
8. This Assignment and Acceptance may be executed in any number of
\ncounterparts and by different parties hereto in separate counterparts, each of
\nwhich when so executed shall be deemed to be an original and all of which taken
\ntogether shall constitute one and the same agreement. Delivery of an executed
\ncounterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
\nbe effective as delivery of a manually executed counterpart of this Assignment
\nand Acceptance.<\/p>\n
IN WITNESS WHEREOF, the Assignor and the Assignee have caused
\nSchedule 1 to this Assignment and Acceptance to be executed by their officers
\nthereunto duly authorized as of the date specified thereon.<\/p>\n
\n\nSchedule 1
\nto
\nAssignment and Acceptance
\n
\nPercentage interest assigned: _____%<\/p>\nAssignee’s Commitment: $______<\/p>\n
Aggregate outstanding principal amount of Revolving Credit Advances assigned: $______<\/p>\n
Principal amount of Revolving Credit Note payable to Assignee: $______<\/p>\n
Principal amount of Revolving Credit Note payable to Assignor: $______<\/p>\n
Effective Date*: ________________,200 __
\n<\/c><\/s><\/caption>\n<\/table>\n
[NAME OF ASSIGNOR], as Assignor<\/p>\n
By_________________________________
\n Title:<\/p>\n
Dated: _______________, 200_<\/p>\n
[NAME OF ASSIGNEE], as Assignee<\/p>\n
By_________________________________
\n Title:<\/p>\n
Dated: _______________, 200_
\n Domestic Lending Office:
\n [Address]<\/p>\n
Eurocurrency Lending Office:
\n [Address]<\/p>\n
———-<\/p>\n
* This date should be no earlier than five Business Days after the delivery
\n of this Assignment and Acceptance to the Agent.<\/p>\n
Accepted [and Approved]** this
\n__________ day of _______________, 200_<\/p>\n
CITIBANK, N.A., as Agent<\/p>\n
By__________________________________________
\n Title:<\/p>\n
[Approved this _____day
\nof____________, 200_<\/p>\n
THE INTERPUBLIC GROUP OF COMPANIES, INC.<\/p>\n
By________________________________________]*<\/p>\n
———-<\/p>\n
** Required if the Assignee is an Eligible Assignee solely by reason of
\n clause (iii) of the definition of “Eligible Assignee”.<\/p>\n
* Required if the Assignee is an Eligible Assignee solely by reason of
\n clause (iii) of the definition of “Eligible Assignee”.<\/p>\n
EXHIBIT D1 – FORM OF
\n OPINION OF CLEARY,
\n GOTTLIEB, STEEN & HAMILTON<\/p>\n
[Effective Date]<\/p>\n
To each of the Lenders parties
\n to the Credit Agreement dated
\n as of June 26, 2001
\n among The Interpublic Group of Companies, Inc.,
\n said Lenders and Citibank, N.A.,
\n as Agent for said Lenders, and
\n to Citibank, N.A., as Agent<\/p>\n
THE INTERPUBLIC GROUP OF COMPANIES, INC.<\/p>\n
Ladies and Gentlemen:<\/p>\n
We have acted as special counsel to The Interpublic Group of
\nCompanies, Inc. (the “COMPANY”) in connection with that certain 364-Day Credit
\nAgreement, dated as of June 26, 2001 (the “CREDIT AGREEMENT”), among the
\nCompany, the Lenders parties thereto, Salomon Smith Barney, Inc., as lead
\narranger and book manager, and Citibank, N.A., as Agent for said Lenders. Terms
\ndefined in the Credit Agreement are used herein as therein defined. This opinion
\nis furnished to you pursuant to Section 3.01(g)(iv) of the Credit Agreement.<\/p>\n
In arriving at the opinions expressed below, we have examined the
\nfollowing documents:<\/p>\n
(1) an executed copy of the Credit Agreement; and
\n (2) the documents furnished by the Company pursuant to Article III
\n of the Credit Agreement.<\/p>\n
In addition, we have examined the originals, or copies certified or
\notherwise identified to our satisfaction, of such other corporate records of the
\nCompany, certificates of public officials and of officers and representatives of
\nthe Company and such other persons, and we have made such investigations of law,
\nas we have deemed necessary as a basis for the opinions expressed below.<\/p>\n
In rendering the opinions expressed below, we have assumed the
\nauthenticity of all documents submitted to us as originals and the conformity to
\nthe originals of all documents submitted to us as copies. In addition, we have
\nassumed and have not verified the accuracy as to factual matters of each
\ndocument we have reviewed (including, without limitation, the accuracy of the
\nrepresentations and warranties of the Company in the Credit Agreement).<\/p>\n
Based upon the foregoing and subject to the further assumptions and
\nqualifications set forth below, it is our opinion that:<\/p>\n
1. The execution, delivery and performance by the Company of the
\n Credit Agreement and the Notes, and the consummation of the transactions
\n contemplated thereby, are within the Company’s corporate powers, have been
\n duly authorized by all necessary corporate action, and do not contravene
\n any law, rule or regulation applicable to the Company.<\/p>\n
2. The Credit Agreement is, and after giving effect to the initial
\n Borrowing, the Notes delivered by the Company will be, valid, binding and
\n enforceable obligations of the Company in accordance with their respective
\n terms.<\/p>\n
3. No authorization, approval or other action by, and no notice to
\n or filing with, any governmental authority of the United States or the
\n State of New York is required for the execution, delivery and performance
\n by the Company of the Credit Agreement and the Notes to be delivered by
\n it.<\/p>\n
Insofar as the foregoing opinions relate to the validity, binding
\neffect or enforceability of any agreement or obligation of the Company, (a) we
\nhave assumed that each party to such agreement or obligation has satisfied those
\nlegal requirements that are applicable to it to the extent necessary to make
\nsuch agreement or obligation enforceable against it (except that no such
\nassumption is made as to the Company regarding matters of the federal law of the
\nUnited States of America, the law of the State of New York or the General
\nCorporation Law of the State of Delaware) and (b) such opinions are subject to
\napplicable bankruptcy, insolvency and similar laws affecting creditors’ rights
\ngenerally and to general principles of equity.<\/p>\n
We express no opinion as to (i) Section 2.14 of the Credit Agreement
\ninsofar as it provides that any Lender purchasing a participation from another
\nLender pursuant thereto may exercise set-off or similar rights with respect to
\nsuch participation and (ii) the effect of the law of any jurisdiction other than
\nthe State of New York wherein any Lender may be located or wherein enforcement
\nof the Credit Agreement or the Notes may be sought that limits the rates of
\ninterest legally chargeable or collectible.<\/p>\n
We note that the designations in Section 9.13(a) of the Credit
\nAgreement, are (notwithstanding the waiver in Section 9.13(b) of the Credit
\nAgreement) subject to the power of such courts to transfer actions pursuant to
\n28 U.S.C. SS 1404(a) or to dismiss such actions or proceedings on the grounds
\nthat such a federal court is an inconvenient forum for such action or
\nproceeding.<\/p>\n
With respect to the first sentence of Section 9.13(a) of the Credit
\nAgreement, we express no opinion as to the subject matter jurisdiction of any
\nUnited States federal court to adjudicate any action relating to the Credit
\nAgreement where jurisdiction based on diversity of citizenship under 28 U.S.C.
\nSS 1332 does not exist.<\/p>\n
We express no opinion as to Section 9.12 of the Credit
\nAgreement. In addition, the opinion expressed in paragraph 1 above relates only
\nto those laws and regulations that, in our experience, are normally applicable
\nto transactions of the type referred to in the Credit Agreement.<\/p>\n
The foregoing opinions are limited to the law of the State of New
\nYork, the General Corporation Law of the State of Delaware and the federal law
\nof the United States.<\/p>\n
We are furnishing this opinion letter to you solely for your benefit
\nin connection with the Credit Agreement. This opinion letter is not to be used,
\ncirculated, quoted or otherwise referred to for any other purpose.
\nNotwithstanding the foregoing, a copy of this opinion letter may be furnished
\nto, and relied upon by, a permitted transferee who becomes a party to the Credit
\nAgreement as a Lender thereunder, and you or any such transferee may show this
\nopinion to any governmental authority pursuant to requirements of applicable law
\nor regulations. The opinions expressed herein are, however, rendered on and as
\nof the date hereof, and we assume no obligation to advise you or any such
\ntransferee or governmental authority or any other person, or to make any
\ninvestigations, as to any legal developments or factual matters arising
\nsubsequent to the date hereof that might affect the opinions expressed herein.<\/p>\n
Very truly yours,<\/p>\n
CLEARY, GOTTLIEB, STEEN & HAMILTON<\/p>\n
By:__________________________________
\n James F. Munsell, a partner<\/p>\n
EXHIBIT D2 – FORM OF
\n OPINION OF IN-HOUSE
\n COUNSEL OF THE
\n COMPANY<\/p>\n
[Effective Date]<\/p>\n
To each of the Lenders parties
\n to the Credit Agreement dated
\n as of June 26, 2001
\n among The Interpublic Group of Companies, Inc.,
\n said Lenders and Citibank, N.A.,
\n as Agent for said Lenders, and
\n to Citibank, N.A., as Agent<\/p>\n
364-DAY REVOLVING CREDIT AGREEMENT<\/p>\n
Ladies and Gentlemen:<\/p>\n
This opinion is furnished to you pursuant to Section 3.01(g)(iv) of
\nthe 364-Day Credit Agreement, dated as of June 26, 2001 (the “CREDIT
\nAGREEMENT”), among The Interpublic Group of Companies, Inc. (the “COMPANY”), the
\nLenders parties thereto, Salomon Smith Barney, Inc., as lead arranger and book
\nmanager, and Citibank, N.A., as Agent for said Lenders. Terms defined in the
\nCredit Agreement are used herein as therein defined.<\/p>\n
I have acted as General Counsel for the Company in connection with
\nthe preparation, execution and delivery of the Credit Agreement.<\/p>\n
In arriving at the opinions expressed below, I have examined the
\nfollowing documents:<\/p>\n
(1) An executed copy of the Credit Agreement<\/p>\n
(2) The documents furnished by the Company pursuant to Article III
\n of the Credit Agreement.<\/p>\n
(3) A copy of the Restated Certificate of Incorporation of the
\n Company and all amendments thereto (the “CHARTER”).<\/p>\n
(4) A copy of the by-laws of the Company and all amendments thereto
\n (the “BY-LAWS”).<\/p>\n
(5) A certificate of the Secretary of State of Delaware, dated
\n __________, 2001, attesting to the continued corporate existence and good
\n standing of the Company in that State.<\/p>\n
In addition, I have examined the originals, or copies certified or
\notherwise identified to my satisfaction, of such other corporate records of the
\nCompany, certificates of public officials and of officers of the Company and
\nsuch other persons as I have deemed necessary as a basis for the opinions
\nexpressed below.<\/p>\n
In rendering the opinions expressed below, I have assumed the
\nauthenticity of all documents submitted to me as originals and the conformity to
\nthe originals of all documents submitted to me as copies. In addition, I have
\nassumed and have not verified the accuracy as to factual matters of each
\ndocument I have reviewed (including, without limitation, the accuracy of the
\nrepresentations and warranties of the Company in the Credit Agreement).<\/p>\n
Based upon the foregoing and subject to the further assumptions and
\nqualifications set forth below,<\/p>\n
it is my opinion that:<\/p>\n
(1) The Company is a corporation validly existing and in good
\n standing under the laws of the State of Delaware.<\/p>\n
(2) The execution, delivery and performance by the Company of the
\n Credit Agreement and the Notes, and the consummation of the transactions
\n contemplated thereby, are within the Company’s corporate powers, have been
\n duly authorized by all necessary corporate action, and do not contravene
\n (i) the Charter or the By-laws or (ii) any material contractual or legal
\n restriction known to me contained in any material document to which the
\n Company is a party or by which it is bound. The Credit Agreement and the
\n Notes have been duly executed and delivered on behalf of the Company..<\/p>\n
(3) To my knowledge, no authorization, approval or other action by,
\n and no notice to or filing with, any third party is required for the
\n execution, delivery and performance by the Company of the Credit Agreement
\n and the Notes to be delivered by it.<\/p>\n
(4) To my knowledge, there are no pending or overtly threatened
\n actions or proceedings against the Company or any of its Consolidated
\n Subsidiaries before any court, governmental agency or arbitrator that
\n purport to affect the validity, binding effect or enforceability of the
\n Credit Agreement or any of the Notes or the consummation of the
\n transactions contemplated thereby or that are likely to have a materially
\n adverse effect upon the financial condition or operations of the Company
\n and its Consolidated Subsidiaries taken as a whole.<\/p>\n
The foregoing opinions are limited to the law of the State of New
\nYork, the General Corporation Law of the State of Delaware and the Federal law
\nof the United States.<\/p>\n
I am furnishing this opinion letter to you solely for your benefit
\nin connection with the Credit Agreement. This opinion letter is not to be used,
\ncirculated, quoted or otherwise referred to for any other purpose.
\nNotwithstanding the foregoing, a copy of this opinion letter may be furnished
\nto, and relied upon by, a permitted transferee who becomes a party to the Credit
\nAgreement as a Lender thereunder, and you or any such transferee may show this
\nopinion to any governmental authority pursuant to requirements of applicable law
\nor regulations. The opinions expressed herein are, however, rendered on and as
\nof the date hereof, and I assume no obligation to advise you or any such
\ntransferee or governmental authority or any other person, or to make any
\ninvestigations, as to any legal developments or factual matters arising
\nsubsequent to the date hereof that might affect the opinions expressed herein.<\/p>\n
Very truly yours,<\/p>\n
___________________________________
\n Nicholas J. Camera, General Counsel<\/p>\n
EXHIBIT E – FORM OF
\n DESIGNATION AGREEMENT<\/p>\n
[DATE]<\/p>\n
To each of the Lenders
\n parties to the Credit Agreement
\n (as defined below) and to Citibank, N.A.
\n as Agent for such Lenders<\/p>\n
Ladies and Gentlemen:<\/p>\n
Reference is made to the 364-Day Revolving Credit Agreement dated as
\nof June 26, 2001 among The Interpublic Group of Companies, Inc. (the “COMPANY”),
\ncertain other borrowers parties thereto, the Lenders parties thereto, Salomon
\nSmith Barney, Inc., as lead arranger and book manager, and Citibank, N.A., as
\nAgent for said Lenders (the “CREDIT AGREEMENT”). Terms used herein and defined
\nin the Credit Agreement shall have the respective meanings ascribed to such
\nterms in the Credit Agreement.<\/p>\n
Please be advised that the Company hereby designates its undersigned
\nSubsidiary, ____________ (“DESIGNATED SUBSIDIARY”), as a “Designated Subsidiary”
\nunder and for all purposes of the Credit Agreement.<\/p>\n
The Designated Subsidiary, in consideration of each Lender’s
\nagreement to extend credit to it under and on the terms and conditions set forth
\nin the Credit Agreement, does hereby assume each of the obligations imposed upon
\na “Designated Subsidiary” and a “Borrower” under the Credit Agreement and agrees
\nto be bound by the terms and conditions of the Credit Agreement. In furtherance
\nof the foregoing, the Designated Subsidiary hereby represents and warrants to
\neach Lender as follows:<\/p>\n
(a) The Designated Subsidiary is a corporation duly organized,
\n validly existing and in good standing under the laws of ________________.<\/p>\n
(b) The execution, delivery and performance by the Designated
\n Subsidiary of this Designation Agreement, the Credit Agreement and the
\n Notes to be delivered by it are within the Designated Subsidiary’s
\n corporate powers, have been duly authorized by all necessary corporate
\n action and do not contravene (i) the Designated Subsidiary’s charter or
\n by-laws or (ii) any law, rule or regulation applicable to the Designated
\n Subsidiary or (iii) any material contractual or legal restriction binding
\n on the Designated Subsidiary. The Designation Agreement and the Notes
\n delivered by it have been duly executed and delivered on behalf of the
\n Designated Subsidiary.<\/p>\n
(c) No authorization or approval or other action by, and no notice
\n to or filing with, any governmental authority or regulatory body is
\n required for the due execution, delivery and performance by the Designated
\n Subsidiary of this Designation Agreement, the Credit Agreement or the
\n Notes to be delivered by it.<\/p>\n
(d) This Designation Agreement is, and the Notes to be delivered by
\n the Designated Subsidiary when delivered will be, legal, valid and binding
\n obligations of the Designated Subsidiary enforceable against the
\n Designated Subsidiary in accordance with their respective terms.<\/p>\n
(e) There is no pending or, to the knowledge of the Designated
\n Subsidiary , threatened action or proceeding affecting the Designated
\n Subsidiary or any of its Subsidiaries before any court, governmental
\n agency or arbitrator which purports to affect the legality, validity or
\n enforceability of this Designation Agreement, the Credit Agreement or any
\n Note of the Designated Subsidiary.<\/p>\n
This Designation Agreement shall be governed by, and construed in
\naccordance with, the laws of the State of New York.<\/p>\n
Very truly yours,<\/p>\n
THE INTERPUBLIC GROUP OF COMPANIES, INC.<\/p>\n
By __________________________________________
\n Name:
\n Title:<\/p>\n
[THE DESIGNATED SUBSIDIARY]<\/p>\n
By __________________________________________
\n Name:
\n Title:<\/p>\n
EXECUTION COPY<\/p>\n
U.S. $500,000,000<\/p>\n
364-DAY CREDIT AGREEMENT<\/p>\n
Dated as of June 26, 2001<\/p>\n
Among<\/p>\n
THE INTERPUBLIC GROUP OF COMPANIES, INC.
\n AS COMPANY<\/p>\n
THE INITIAL LENDERS NAMED HEREIN<\/p>\n
AS INITIAL LENDERS<\/p>\n
CITIBANK, N.A.<\/p>\n
AS ADMINISTRATIVE AGENT<\/p>\n
and<\/p>\n
SALOMON SMITH BARNEY INC.<\/p>\n
AS LEAD ARRANGER AND BOOK MANAGER<\/p>\n
TABLE OF CONTENTS<\/p>\n
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1<\/p>\n
SECTION 1.01. CERTAIN DEFINED TERMS 1<\/p>\n
SECTION 1.02. COMPUTATION OF TIME PERIODS 11<\/p>\n
SECTION 1.03. ACCOUNTING TERMS 11<\/p>\n
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES 11<\/p>\n
SECTION 2.01. THE REVOLVING CREDIT ADVANCES 11<\/p>\n
SECTION 2.02. MAKING THE REVOLVING CREDIT ADVANCES 12<\/p>\n
SECTION 2.03. THE COMPETITIVE BID ADVANCES 13<\/p>\n
SECTION 2.04. FEES 16<\/p>\n
SECTION 2.05. OPTIONAL TERMINATION OR REDUCTION OF THE COMMITMENTS 16<\/p>\n
SECTION 2.06. REPAYMENT OF REVOLVING CREDIT ADVANCES 17<\/p>\n
SECTION 2.07. INTEREST ON REVOLVING CREDIT ADVANCES 17<\/p>\n
SECTION 2.08. INTEREST RATE DETERMINATION 17<\/p>\n
SECTION 2.09. OPTIONAL CONVERSION OF REVOLVING CREDIT ADVANCES 18<\/p>\n
SECTION 2.10. PREPAYMENTS OF REVOLVING CREDIT ADVANCES 19<\/p>\n
SECTION 2.11. INCREASED COSTS 19<\/p>\n
SECTION 2.12. ILLEGALITY 20<\/p>\n
SECTION 2.13. PAYMENTS AND COMPUTATIONS 20<\/p>\n
SECTION 2.14. TAXES 21<\/p>\n
SECTION 2.15. SHARING OF PAYMENTS, ETC. 23<\/p>\n
SECTION 2.16. EVIDENCE OF DEBT 23<\/p>\n
SECTION 2.17. USE OF PROCEEDS 23<\/p>\n
SECTION 2.18. EXTENSION OF TERMINATION DATE 23<\/p>\n
ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING 25<\/p>\n
SECTION 3.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF
\n SECTIONS 2.01 AND 2.03 25<\/p>\n
SECTION 3.02. INITIAL ADVANCE TO EACH DESIGNATED SUBSIDIARY 26<\/p>\n
SECTION 3.03. CONDITIONS PRECEDENT TO EACH REVOLVING CREDIT
\n BORROWING AND EXTENSION DATE 27<\/p>\n
SECTION 3.04. CONDITIONS PRECEDENT TO EACH COMPETITIVE BID BORROWING 27<\/p>\n
SECTION 3.05. DETERMINATIONS UNDER SECTION 3.01 AND 3.02 28<\/p>\n
ARTICLE IV REPRESENTATIONS AND WARRANTIES 28<\/p>\n
SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 28<\/p>\n
ARTICLE V COVENANTS OF THE COMPANY 30<\/p>\n
SECTION 5.01. AFFIRMATIVE COVENANTS 30<\/p>\n
SECTION 5.02. NEGATIVE COVENANTS 32<\/p>\n
SECTION 5.03. FINANCIAL COVENANTS 33<\/p>\n
ARTICLE VI EVENTS OF DEFAULT 34<\/p>\n
SECTION 6.01. EVENTS OF DEFAULT 34<\/p>\n
ARTICLE VII GUARANTY 36<\/p>\n
7.01. GUARANTY 36<\/p>\n
7.02. GUARANTY ABSOLUTE 36<\/p>\n
7.03. WAIVERS AND ACKNOWLEDGMENTS 37<\/p>\n
7.04. SUBROGATION 37<\/p>\n
7.05. CONTINUING GUARANTY; ASSIGNMENTS 38<\/p>\n
ARTICLE VIII THE AGENT 38<\/p>\n
SECTION 8.01. AUTHORIZATION AND ACTION 38<\/p>\n
SECTION 8.02. AGENT’S RELIANCE, ETC. 38<\/p>\n
SECTION 8.03. CITIBANK AND AFFILIATES 39<\/p>\n
SECTION 8.04. LENDER CREDIT DECISION 39<\/p>\n
SECTION 8.05. INDEMNIFICATION 39<\/p>\n
SECTION 8.06. SUCCESSOR AGENT 39<\/p>\n
SECTION 8.07. SUB-AGENT 40<\/p>\n
SECTION 8.08. OTHER AGENTS 40<\/p>\n
ARTICLE IX MISCELLANEOUS 40<\/p>\n
SECTION 9.01. AMENDMENTS, ETC. 40<\/p>\n
SECTION 9.02. NOTICES, ETC. 40<\/p>\n
SECTION 9.03. NO WAIVER; REMEDIES 41<\/p>\n
SECTION 9.04. COSTS AND EXPENSES 41<\/p>\n
SECTION 9.05. RIGHT OF SET-OFF 42<\/p>\n
SECTION 9.06. BINDING EFFECT 42<\/p>\n
SECTION 9.07. ASSIGNMENTS AND PARTICIPATIONS 42<\/p>\n
SECTION 9.08. CONFIDENTIALITY 44<\/p>\n
SECTION 9.09. DESIGNATED SUBSIDIARIES 44<\/p>\n
SECTION 9.10. GOVERNING LAW 45<\/p>\n
SECTION 9.11. EXECUTION IN COUNTERPARTS 45<\/p>\n
SECTION 9.12. JUDGMENT 45<\/p>\n
SECTION 9.13. JURISDICTION, ETC. 45<\/p>\n
SECTION 9.14. SUBSTITUTION OF CURRENCY 46<\/p>\n
SECTION 9.15. WAIVER OF JURY TRIAL 47<\/p>\n
SCHEDULES<\/p>\n
Schedule I – List of Applicable Lending Offices<\/p>\n
EXHIBITS<\/p>\n
Exhibit A-1 – Form of Revolving Credit Note<\/p>\n
Exhibit A-2 – Form of Competitive Bid Note<\/p>\n
Exhibit B-1 – Form of Notice of Revolving Credit Borrowing<\/p>\n
Exhibit B-2 – Form of Notice of Competitive Bid Borrowing<\/p>\n
Exhibit C – Form of Assignment and Acceptance<\/p>\n
Exhibit D – Form of Opinion of Counsel for the Company<\/p>\n
Exhibit E – Form of Designation Agreement<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7104,7545,8372,8973,9279],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9561,9560],"class_list":["post-40871","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-citigroup-inc","corporate_contracts_companies-fleetboston-financial-corp","corporate_contracts_companies-northern-trust-corp","corporate_contracts_companies-suntrust-banks-inc","corporate_contracts_companies-wachovia-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40871","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40871"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40871"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40871"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40871"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}