CREDIT AND GUARANTY AGREEMENT

Exhibit 10.4

EXECUTION VERSION

CREDIT AND GUARANTY AGREEMENT

dated as of March 26, 2007

among

AMERIGROUP CORPORATION,

CERTAIN SUBSIDIARIES OF AMERIGROUP CORPORATION,
as Guarantors,

VARIOUS LENDERS,

WACHOVIA CAPITAL MARKETS, LLC,
as Joint Lead Arranger and Joint Bookrunner,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Joint Bookrunner and Syndication Agent,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Collateral Agent

$401,317,805.50 Senior Secured Credit Facilities

TABLE OF CONTENTS

CREDIT AND GUARANTY AGREEMENT

     This CREDIT AND GUARANTY AGREEMENT , dated as of March 26, 2007, is entered into by and among AMERIGROUP CORPORATION , a Delaware corporation ( “Borrower” ), CERTAIN SUBSIDIARIES OF BORROWER , as Guarantors, the Lenders party hereto from time to time, WACHOVIA CAPITAL MARKETS, LLC ( “Wachovia Capital Markets” ), as Joint Lead Arranger and Joint Bookrunner, GOLDMAN SACHS CREDIT PARTNERS L.P. ( “GSCP” ), as Joint Lead Arranger, Joint Bookrunner (GSCP and Wachovia Capital Markets in such capacities, the “Arrangers” ), and as Syndication Agent (in such capacity, “Syndication Agent” ), and WACHOVIA BANK, NATIONAL ASSOCIATION ( “Wachovia Bank” ), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent” ) and as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent” ).

RECITALS:

      WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

      WHEREAS , Lenders have agreed to extend certain credit facilities (the “Credit Facilities” ) to Borrower, in an aggregate amount not to exceed $401,317,805.50, consisting of a synthetic letter of credit facility (the “Synthetic L/C Facility” ) with an aggregate stated amount of up to $351,317,805.50 and up to $50,000,000 aggregate principal amount of Revolving Commitments, the proceeds of which will be used (i) to facilitate an appeal or payment or settlement of a judgment (the “Judgment” ) rendered or to be rendered in Tyson v. Amerigroup Illinois, Inc. , U.S. District Court for the Northern District of Illinois, Eastern Division, Case No. 02-C-6074 (the “ Tyson Case ”), (ii) to repay in full certain Existing Indebtedness of the Borrower, (iii) to pay related transaction costs, fees, commissions and expenses, (iv) to provide for the ongoing working capital requirements of the Borrower, and (v) for general corporate purposes (including permitted acquisitions);

      WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of (i) all of the Equity Interests of each of its Domestic Subsidiaries (other than Amerigroup Illinois, Inc.), (ii) 65% of all the Equity Interests of each of its first-tier Foreign Subsidiaries, and (iii) all intercompany debt other than existing Surplus Notes issued to satisfy applicable capitalization requirements of the Borrower or its Subsidiaries held by the Borrower; and

      WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of (i) all of the Equity Interests of each of their respective Domestic Subsidiaries and (ii) all intercompany debt other than existing Surplus Notes issued to satisfy applicable capitalization requirements of the Borrower or its Subsidiaries held by each Guarantor.

      NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

      1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

           “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall not be available, the rate per annum equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the applicable Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement.

          The commonly used “page 3750 of the Telerate service” becomes “Reuters Screen LIBOR01 Page.”

           “Administrative Agent” as defined in the preamble hereto.

           “Adverse Proceeding” means any action, suit, proceeding, hearing (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the best knowledge of Borrower or any of its Subsidiaries, threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries.

           “Affected Lender” as defined in Section 2.18(b).

           “Affected Loans” as defined in Section 2.18(b).

           “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

           “Agent” means each of Administrative Agent, Syndication Agent and Collateral Agent.

           “Agent Affiliates” as defined in Section 10.1(b).

           “Aggregate Amounts Due” as defined in Section 2.17.

           “Aggregate Payments” as defined in Section 7.2.

           “Agreement” means this Credit and Guaranty Agreement, dated as of March 26, 2007, as it may be amended, supplemented or otherwise modified from time to time.

           “Applicable Margin’’ means (i) with respect to Term Loans, a percentage, per annum, equal to 2.00% with respect to Eurodollar Rate Loans and 1.00% with respect to Base Rate Loans, (ii) initially, with respect to (a) Revolving Loans, a percentage, per annum, equal to 2.25% with respect to Eurodollar Rate Loans and (b) Revolving Loans and Swing Line Loans, a percentage, per annum, equal to 1.25% with respect to Base Rate Loans, and (iii) thereafter, with respect to the Revolving Loans and Swing Line Loans, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

No change in the Applicable Margin shall be effective until three Business Days after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.2(a) calculating the Leverage Ratio. At any time Borrower has not submitted to Administrative Agent the applicable information as and when required under Section 5.2(a), the Applicable Margin shall be determined as if the Leverage Ratio were in excess of 1.50:1.00. Within one Business Day of receipt of the applicable information under Section 5.2(a), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date.

           “Applicable Reserve Requirement” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”). The Adjusted Eurodollar Rate for each applicable outstanding Loan shall be adjusted automatically as of the effective date of any change in the Applicable Reserve Requirement.

           “Applicable Revolving Commitment Fee Percentage’’ means 0.50% per annum.

          “ Approved Electronic Communications ” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the Agents or to the lenders by means of electronic communications pursuant to Section 10.1(b).

           “Arrangers” as defined in the preamble hereto.

           “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Borrower or any Guarantor Subsidiary), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Borrower’s Subsidiaries, other than (i) inventory (or other assets) sold, leased, licensed out or otherwise disposed of in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), and (ii) sales, leases, licenses out or dispositions of other assets for aggregate consideration of less than $2,000,000 in the aggregate during any Fiscal Year.

           “Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

           “Assignment Effective Date” as defined in Section 10.6(b).

           “Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), general counsel, secretary, chief executive officer, president, and such Person’s chief financial officer or treasurer.

           “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

           “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day

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plus ¹ / 2 of 1%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Base Rate shall be determined without regard to clause (ii) above, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the opening of business on the date of such change.

           “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

           “Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

           “Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

           “Borrower” as defined in the preamble hereto.

           “Borrower Adjusted EBITDA” means, for any period, an amount determined for Borrower equal to (i) Borrower Net Income, plus , to the extent reducing Borrower Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, and (e) other non-Cash charges reducing Borrower Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Borrower Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period).

           “Borrower Capital Expenditures” means, for any period, the aggregate of all expenditures of Borrower during such period that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the statement of cash flows of Borrower.

           “Borrower Current Assets” means, as at any date of determination, the total assets of Borrower that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

           “Borrower Current Liabilities” means, as at any date of determination, the total liabilities of Borrower that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

           “Borrower Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower with respect to all outstanding Indebtedness of Borrower, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net

costs under Interest Rate Agreements, but excluding, however, any amount not payable in Cash and any amounts referred to in Section 2.11(d) payable on or before the Closing Date.

           “Borrower Net Income” means, for any period, (i) the net income (or loss) of Borrower for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person in which any other Person (other than Borrower) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it is merged into Borrower or that Person’s assets are acquired by Borrower, (c) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (d) (to the extent not included in clauses (a) through (c) above) any net extraordinary gains or net extraordinary losses.

           “Borrower Working Capital” means, as at any date of determination, the excess of Borrower Current Assets over Borrower Current Liabilities.

           “Borrower Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Borrower Working Capital as of the beginning of such period exceeds (or is less than) Borrower Working Capital as of the end of such period.

           “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

           “Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

           “Cash” means money, currency or a credit balance in any demand or Deposit Account.

           “Cash Collateral Account” means the account established and maintained by the Administrative Agent (for the benefit of itself on behalf of the Issuing Bank) in its name and under its sole dominion and control, designated as the “Wachovia Bank, National Association, as Administrative Agent—Amerigroup Corporation Cash Collateral Account” that shall be used solely for the purposes set forth herein.

           “Cash Collateral Deposit” means the net proceeds (including net of fees and expenses related to transactions contemplated thereby and net of the costs and expenses relating to the Spread Overlay Agreements) received by the Borrower from the issuance of the Convertible Senior Notes in an aggregate amount not less than $200,000,000 and shall be deposited into the Cash Collateral Account within one (1) Business Day of the consummation of the issuance of the Convertible Senior Notes.

           “Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; and (vi) auction marketable securities which have interest rate reset periods of less than one year and that are rated AAA (or an equivalent rating) by one of the Nationally Recognized Statistical Rating Organizations (Moody’s, Standard & Poor’s, Fitch, etc.).

           “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

          “ Change of Control ” means, at any time, (i) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (a) shall have acquired beneficial ownership of 25% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Borrower; (ii) Borrower shall cease to beneficially own and control 100% on a fully diluted basis of the economic and voting interest in the Equity Interests of the Guarantors (other than PHP solely pursuant to Sections 6.4 and 10.23 hereof) and the HMO Subsidiaries; (iii) the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Borrower cease to be occupied by Persons who either (a) were members of the board of directors of Borrower on the Closing Date or (b) were nominated for election by the board of directors of Borrower, a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by a majority of such directors.

           “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure, and (b) Lenders having Revolving Exposure (including Swing Line Lender), and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans, and (b) Revolving Loans (including Swing Line Loans).

           “Closing Date” means the date on or before April 15, 2007 on which the conditions precedent set forth in Section 3.1 are satisfied.

           “Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

           “Closing Date Mortgaged Property” as defined in Section 3.1(i).

           “CMS” means the Centers for Medicare and Medicaid Services of HHS, any successor thereof and any predecessor thereof (including the United States Health Care Financing Administration).

           “Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

           “Collateral Agent” as defined in the preamble hereto.

           “Collateral Documents” means the Pledge and Security Agreement, the Intellectual Property Security Agreements, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

           “Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

           “Commitment” means any Revolving Commitment or Credit-Linked Commitment.

           “Company Action Level” means the Company Action Level risk-based capital threshold, as defined by NAIC.

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

           “Consolidated Adjusted EBITDA” means, for any period, an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to (i) Consolidated Net Income, plus , to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for (a) consolidated interest expense, (b) provisions for taxes based on income, (c) total depreciation expense, (d) total amortization expense, and (e) other non-Cash charges reducing Consolidated Net Income (excluding any such non-Cash charge to the extent that it represents an accrual or reserve for potential Cash charge in any future period or amortization of a prepaid Cash charge that was paid in a prior period), minus (ii) other non-Cash gains increasing Consolidated Net Income for such period (excluding any such non-Cash gain to the extent it represents the reversal of an accrual or reserve for potential Cash gain in any prior period).

           “Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding

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Indebtedness of Borrower and its Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Interest Rate Agreements, but excluding, however, any amount not payable in Cash and any amounts referred to in Section 2.11(d) payable on or before the Closing Date.

           “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Borrower and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Borrower) in which any other Person (other than Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or is merged into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of its Subsidiaries, (c) the income of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses.

           “Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness (including the face amount of the Credit-Linked Letter of Credit whether or not it appears on the balance sheet) of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

           “Contract Provider” means any Person or any employee, agent or subcontractor of such Person who provides professional health care services under or pursuant to any contract with Borrower or any of its Subsidiaries.

           “Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

           “Contributing Guarantors” as defined in Section 7.2.

           “Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

           “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

           “Convertible Senior Notes” means the 2.00% Convertible Senior Notes due 2012 of Borrower in the aggregate principal amount of not less than $240,000,000 and, at the election of the initial purchasers thereof, up to an additional aggregate principal amount of $20,000,000, in each case, issued pursuant to the Convertible Senior Notes Indenture, as such

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notes may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.18.

           “Convertible Senior Notes Documents” means the Convertible Senior Notes Indenture, the Convertible Senior Notes and each other document executed in connection with the Convertible Senior Notes, as each such document may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under Section 6.18.

           “Convertible Senior Notes Indebtedness” means the obligations of Borrower pursuant to the Convertible Senior Notes Documents.

           “Convertible Senior Notes Indenture” means that certain Indenture, to be dated March 28, 2007, pursuant to which the Convertible Senior Notes are issued.

           “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.13.

           “Credit Date” means the date of a Credit Extension.

           “Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Borrower in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

           “Credit Extension” means the making of a Loan or Credit-Linked Deposit or the issuing of a Letter of Credit.

           “Credit Facilities” as defined in the recitals hereto.

           “Credit-Linked Account” means the account established and maintained by the Administrative Agent (for the benefit of itself on behalf of the Credit-Linked Lenders and the Issuing Bank) in its name and under its sole dominion and control, designated as the “Wachovia Bank, National Association, as Administrative Agent—Amerigroup Corporation Credit Linked Account” that shall be used solely for the purposes set forth in Section 2.1(b)(ii).

           “Credit-Linked Commitment” means the commitment of the Credit-Linked Issuing Bank to issue a Credit-Linked Letter of Credit and with respect to each Credit-Linked Lender, the commitment of such Credit-Linked Lender to purchase its Credit-Linked Participation in the Credit-Linked Letter of Credit up to such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the Credit-Linked LOC Committed Amount as specified in Appendix A-1 or in the Register. The maximum aggregate amount of the Credit-Linked Commitments as of the Closing Date is $351,317,805.50; provided that the aggregate amount of the Credit-Linked Commitment shall be reduced by the aggregate principal amount of the Cash Collateral Deposit.

           “Credit-Linked Commitment Percentage” means, for each Credit-Linked Lender, the percentage identified as its Credit-Linked Commitment Percentage on Appendix A-1

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or in the Register, as such percentage may be modified in connection with the reduction of each Credit-Linked Lender’s Credit-Linked Commitment or any assignment made in accordance with the provisions of Section 10.6.

           “Credit-Linked Commitment Period” means, with respect to the Credit-Linked Letter of Credit, as originally issued or as extended, the period from and including the Closing Date to but excluding the date that is ten (10) days prior to the Credit-Linked Maturity Date.

           “Credit-Linked Deposit” means, with respect to any Credit-Linked Lender, such Credit-Linked Lender’s funded Credit-Linked Participation in the Credit-Linked LOC Committed Amount and the Credit-Linked Letter of Credit issued thereunder, which funded Credit-Linked Participation shall be in an amount equal to such Credit-Linked Lender’s Credit-Linked Commitment and shall be deposited into the Credit-Linked Account on the Closing Date (or on the date such Person becomes a Credit-Linked Lender) in accordance with the terms of Section 2.1(b)(i); provided that the amount of the Credit-Linked Deposit shall be reduced by the aggregate principal amount of the Cash Collateral Deposit.

           “Credit-Linked Issuing Bank” means Wachovia Bank as the issuer of the Credit-Linked Letter of Credit hereunder, together with its permitted successors and assigns in such capacity.

           “Credit-Linked Lenders” means, as of any date of determination, the Lenders that hold a Credit-Linked Commitment on such date.

           “Credit-Linked Letter of Credit” means the letter of credit issued or to be issued by the Credit-Linked Issuing Bank.

           “Credit-Linked Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under the Credit-Linked Letter of Credit then outstanding, and (ii) the aggregate amount of all drawings under the Credit-Linked Letter of Credit honored by Credit-Linked Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

           “Credit-Linked LOC Committed Amount” shall have the meaning set forth in Section 2.1(a)(i).

           “Credit-Linked LOC Exposure” means, with respect to any Lender, as of any date of determination, (i) prior to the termination of the Credit-Linked Commitments, such Lender’s outstanding Credit-Linked Commitment, and (ii) after termination of the Credit-Linked Commitments, the outstanding principal amount of the Term Loans of such Lender.

           “Credit-Linked LOC Fronting Fee” shall have the meaning set forth in Section 2.11(c)(ii).

           “Credit-Linked Maturity Date” means the earlier of (i) the fifth anniversary of the Closing Date, and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

           “Credit-Linked Note” means the promissory notes of the Borrower in favor of each Credit-Linked Issuing Bank evidencing the Borrower’s obligation to reimburse such Credit-Linked Issuing Bank for draws under the Credit-Linked Letter of Credit provided by such Credit-Linked Issuing Bank pursuant to Section 2.1(a), as such promissory note may be amended, modified, restated, amended and restated, supplemented, extended, renewed or replaced from time to time.

           “Credit-Linked Participation” shall have the meaning set forth in Section 2.1(a)(iii).

           “Credit-Linked Purchase” shall have the meaning set forth in Section 2.1(a)(iv).

           “Credit Party” means the Borrower and each Guarantor.

           “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

           “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

           “Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

           “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

           “Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

           “Defaulted Loan” as defined in Section 2.22.

           “Defaulting Lender” as defined in Section 2.22.

           “Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

          “ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (ii) is redeemable at the option of the holder thereof (other than solely for Equity Interests which are not otherwise Disqualified Equity Interests), in whole or in part, (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term Loans, except, in the case of clauses (i) and (ii), if as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Obligations, the cancellation or expiration of all Letters of Credit and the termination of the Commitments).

           “Dollars” and the sign “$” mean the lawful money of the United States of America.

           “Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

           “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans, and (iii) any other Person (other than a natural person) approved by the Administrative Agent, the Issuing Bank and, in the absence of an Event of Default, the Borrower (each such approval not to be unreasonably withheld or delayed); provided , neither the Borrower nor any Subsidiary or Affiliate of the Borrower shall be an Eligible Assignee.

           “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates.

           “Environmental Claim” means any written investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to

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health, safety, natural resources, the environment or occupational health and safety (to the extent such occupational safety matters pertain to exposure to Hazardous Materials).

           “Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Borrower or any of its Subsidiaries or any Facility.

           “Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

           “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

           “ERISA Affiliate” means (i) any corporation which is a member of the same controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code; (ii) any trade or business (whether or not incorporated) which is a member of the same group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code as the Borrower or any Guarantor Subsidiary; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of the Borrower or any Guarantor Subsidiary. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which Borrower or such Subsidiary would reasonably be likely to be liable under the Internal Revenue Code or ERISA.

           “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their

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respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings or notice of intent to terminate any Pension Plan; (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is likely to be material liability therefor, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of material fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan sponsored or contributed to by the Borrower or any Subsidiary, or to which Borrower or any Subsidiary is obligated to contribute (or any other Employee Benefit Plan sponsored or contributed to by the Borrower or any Subsidiary, or to which Borrower or any Subsidiary is obligated to contribute intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan sponsored or contributed to by the Borrower or any Subsidiary, or to which Borrower or any Subsidiary is obligated to contribute to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

           “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

           “Event of Default” means each of the conditions or events set forth in Section 8.1.

           “Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Borrower Adjusted EBITDA, plus (b) the Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period paid in cash from operating cash flow of (a) scheduled repayments of Indebtedness for borrowed money (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Interest Expense, (d) provisions for current taxes based on income of Borrower and payable in cash with respect to such period, and (e) the contribution of capital based on any contracts of the Borrower’s Domestic Subsidiaries in accordance with statutory minimum capital requirements.

           “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

           “Exclusion Event” means an event or related events resulting in the exclusion of Borrower or any of its Subsidiaries (other than the Illinois Subsidiary) from participation in any Medical Reimbursement Program.

          “ Existing Indebtedness ” means Indebtedness and other obligations outstanding under that certain Amended and Restated Credit Agreement dated as of October 22, 2003, between Borrower, Bank of America, N.A. and the other parties thereto, as amended prior to the Closing Date.

           “Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates.

           “Fair Share Contribution Amount” as defined in Section 7.2.

           “Fair Share” as defined in Section 7.2.

           “Family Care” means health care programs designed for uninsured segments of the population (other than Medicaid-eligible or SCHIP-eligible segments of the population) that are operated by or financed in part by federal and state government.

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

           “Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Borrower that such financial statements fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

           “Financial Plan” as defined in Section 5.2(d).

           “First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

           “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

           “Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on December 31 of each calendar year.

           “Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

           “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

           “Funding Default” as defined in Section 2.22.

           “Funding Guarantors” as defined in Section 7.2.

           “Funding Notice” means a notice substantially in the form of Exhibit A-1.

           “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

           “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

           “Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

           “Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

           “Governmental Reimbursement Program Cost” means with respect to and payable by the Borrower and its Subsidiaries the sum of:

          (a) all amounts (including punitive and other similar amounts) agreed to be paid or payable (i) in settlement of claims or (ii) as a result of a final, non-appealable judgment, award or similar order, in each case, relating to participation in Medical Reimbursement Programs;

          (b) all final, non-appealable fines, penalties, forfeitures or other amounts rendered pursuant to criminal indictments or other criminal proceedings relating to participation in Medical Reimbursement Programs; and

          (c) the amount of final, non-appealable recovery, damages, awards, penalties, forfeitures or similar amounts rendered in any litigation, suit, arbitration, investigation or other legal or administrative proceeding of any kind relating to participation in Medical Reimbursement Programs.

           “Grantor” as defined in the Pledge and Security Agreement.

           “Guaranteed Obligations” as defined in Section 7.1.

           “Guarantor” means each wholly-owned Domestic Subsidiary of Borrower except for (i) a subsidiary that is an HMO or other similar regulated entity, or is in the process of obtaining a license to become an HMO or other similar entity or (ii) a subsidiary that has no assets.

           “Guarantor Subsidiary” means each Guarantor.

           “Guaranty” means the guaranty of each Guarantor set forth in Section 7.

           “Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

           “Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

           “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty and satisfactory to GSCP.

           “HHS” means the United States Department of Health and Human Services and any successor thereof.

           “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

           “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Pub. L. 104-191, Aug. 21, 1996, 110 Stat. 1936.

           “Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Borrower and its Subsidiaries, for the immediately preceding three Fiscal Years (including for Fiscal Year 2006 to the extent the Closing Date occurs 90 days or more after the end of Fiscal Year 2006 or if such audited financial statements are otherwise available), consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Borrower and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Borrower that they fairly

present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

           “HMO” means any health maintenance organization, managed care organization, any Person doing business as a health maintenance organization or managed care organization, or any Person required to qualify or be licensed as a health maintenance organization or managed care organization under applicable federal or state law (including, without limitation, HMO Regulations).

           “HMO Business” means the business of owning and operating an HMO or other similar regulated entity or business.

           “HMO Event” means any material non-compliance by the Borrower or any of its Subsidiaries (other than the Illinois Subsidiary) with any of the terms and provisions of the HMO Regulations pertaining to its fiscal soundness, solvency or financial condition; or the assertion in writing, after the date hereof, by an HMO Regulator that it intends to take administrative action against the Borrower or any of its Subsidiaries (other than the Illinois Subsidiary) to revoke or modify any license, charter or permit or to enforce the fiscal soundness, solvency or financial provisions or requirements of the HMO Regulations against the Borrower or any of its Subsidiaries (other than the Illinois Subsidiary).

           “HMO Regulations” means all laws, regulations, directives and administrative orders applicable under federal or state law to any HMO Subsidiary (and any regulations, orders and directives promulgated or issued pursuant to any of the foregoing) and Subchapter XI of Title 42 of the United States Code Annotated (and any regulations, orders and directives promulgated or issued pursuant thereto, including, without limitation, Part 417 of Chapter IV of 42 Code of Federal Regulations (1990)).

           “HMO Regulator” means any Person charged with the administration, oversight or enforcement of an HMO Regulation, whether primarily, secondarily or jointly.

           “HMO Subsidiary” means each of the Subsidiaries of the Borrower (other than the Illinois Subsidiary, so long as the Illinois Subsidiary does not have any enrolled members) identified as an HMO Subsidiary on Schedule 4.16 hereto, and any other existing or future Subsidiary of the Borrower that is capitalized or licensed as an HMO, conducting HMO Business or providing managed care services.

           “Illinois Subsidiary” means Amerigroup Illinois, Inc.

          “ Immaterial Subsidiary ” means a Subsidiary of a Credit Party that does not have assets (including capital stock) with an aggregate book value exceeding $50,000, and either (a) the Borrower shall have furnished written notice to the Administrative Agent that such Subsidiary is an “Immaterial Subsidiary”, or (b) such Subsidiary is identified as an Immaterial Subsidiary on Schedule 1.1 hereto, provided that (i) at such time as any such Subsidiary becomes a party to this Agreement or any other Credit Document or executes and delivers a guarantee, security agreement, mortgage or other similar agreement supporting the obligations of the Borrower under this Agreement or the other Credit Documents, such Subsidiary shall at all times thereafter

not be deemed an Immaterial Subsidiary, (ii) at any time an Immaterial Subsidiary’s assets exceed $50,000 as set forth above, it shall no longer be deemed an Immaterial Subsidiary and (iii) the assets of all Immaterial Subsidiaries shall at no time have an aggregate book value in excess of $500,000.

           “Increased Amount Date” as defined in Section 2.24.

           “Increased-Cost Lenders” as defined in Section 2.23.

           “Indebtedness” , as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA and trade accounts payable incurred in the ordinary course of business and payable on customary trade terms), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) Disqualified Equity Interests, (viii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (x), the primary purpose or intent thereof is as described in clause (ix) above; and (xi) all obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided , in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.15.

           “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and

disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the commitment letter (and any related fee letter) delivered by any Agent or any Lender to Borrower with respect to the transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries.

           “Indemnitee” as defined in Section 10.3.

           “Installment” as defined in Section 2.12.

           “Intellectual Property” as defined in the Pledge and Security Agreement.

           “Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

           “Intellectual Property Security Agreements” means, collectively, each of the Trademark Security Agreement, Copyright Security Agreement and Patent Security Agreement, substantially in the forms of Exhibits E, F and G, respectively, to the Pledge and Security Agreement.

           “Intercompany Note” means a promissory note substantially in the form of Exhibit L evidencing Indebtedness owed among the Credit Parties and their Subsidiaries.

           “Interest Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ended to (ii) Consolidated Interest Expense for such four-Fiscal Quarter period.

           “Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, each March 31, June 30, September 30 and December 31 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided , in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

           “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, or three-months or six-, nine- or twelve-months (if available to all Lenders), as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided , (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any Class of Term Loans shall extend beyond such Class’s Credit-Linked Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

           “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes.

           “Interest Rate Agreement Termination Value” means, in respect of any one or more Interest Rate Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Interest Rate Agreements, (a) for any date on or after the date such Interest Rate Agreements have been closed out and termination values determined in accordance therewith, such termination values, and (b) for any date prior to the date referenced in clause (a), the amounts determined as the mark-to-market values for such Interest Rate Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Interest Rate Agreements (which may include a Lender or any Affiliate of a Lender).

           “Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

           “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

           “Investment” means (i) any direct or indirect purchase or other acquisition by Borrower or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of Borrower from any Person (other than Borrower or any Guarantor Subsidiary), of any Equity Interests of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions by Borrower or any of its Subsidiaries to any other Person (other than Borrower or any Guarantor Subsidiary), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from

           “Letter of Credit Usage” means, as at any date of determination, the sum of (i) the Credit-Linked Letter of Credit Usage, and (ii) the Revolving Letter of Credit Usage.

           “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

           “Licensed Intellectual Property” means any interest of any Credit Party as licensee or sublicensee under any license of intellectual property, other than any such interest that has been designated from time to time by Collateral Agent as not being required to be included in the Collateral.

           “Licensor Consent and Estoppel” means, with respect to any Licensed Intellectual Property, a letter, certificate or other instrument in writing from the licensor under the related license, pursuant to which, among other things, the licensor consents to the granting of a Security Interest on such Licensed Property by the Credit Party, such Licensor Consent and Estoppel to be in form and substance acceptable to Collateral Agent in its reasonable discretion.

           “Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease or license in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

           “Loan” means a Term Loan, a Revolving Loan, and a Swing Line Loan.

           “Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.

           “Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, operations, properties, assets, condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole; (ii) the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under any Credit Document; it being understood that the Judgment up to the amount as of the Closing Date shall in no event be deemed to have a Material Adverse Effect.

           “Material Contract” means any contract or other arrangement to which Borrower or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew would reasonably be expected to have a Material Adverse Effect.

           “Material Real Estate Asset’’ means (i) (a) any fee-owned Real Estate Asset having a fair market value in excess of $1,000,000 as of the date of the acquisition thereof and (b) all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $750,000 per annum or (ii) any Real Estate Asset that the

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Requisite Lenders have determined is material to the business and operations of Borrower or any of its Subsidiaries.

           “Medicaid” means that means-tested entitlement program under Title XIX, P.L. 89-87, of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United Sates Code, as amended.

           “Medicaid Regulations” means, collectively, (a) all federal statutes (whether set forth in Title XIX of the Social Security Act or elsewhere) affecting the medical assistance program established by Title XIX of the Social Security Act and any statutes succeeding thereto; (b) all applicable provisions of all federal rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (a) above and all applicable federal administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (a) above; (c) all applicable state statutes and plans for medical assistance enacted in connection with the statutes and provisions described in clauses (a) and (b) above; and (d) all applicable provisions of all rules, regulations, manuals and orders of all Governmental Authorities promulgated pursuant to or in connection with the statutes described in clause (c) above and all applicable state administrative, reimbursement and other guidelines of all Governmental Authorities having the force of law promulgated pursuant to or in connection with the statutes described in clause (b) above, in each case as may be amended, supplemented or otherwise modified from time to time.

           “Medical Reimbursement Programs” means a collective reference to the Medicare, Medicaid, SCHIP and Family Care programs and any other health care program operated by or financed in whole or in part by any foreign or domestic federal, state or local government and any other non-government funded third-party payor programs.

           “Medical Reimbursement Program Provider Agreements” means an agreement entered into with a Medical Reimbursement Program to provide services for program patients in accordance with the terms thereof and applicable law.

           “Medicare” means that government-sponsored entitlement program under Title XVIII, P.L. 89-87, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code, as amended.

           “Medicare Regulations” means, collectively, all federal statutes (whether set forth in Title XVIII of the Social Security Act or elsewhere) affecting the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act and any statutes succeeding thereto; together with all applicable provisions of all rules, regulations, manuals and orders and administrative, reimbursement and other guidelines having the force of law of all Governmental Authorities (including, without limitation, CMS, the OIG, HHS, or any person succeeding to the functions of any of the foregoing) promulgated pursuant to or in connection with any of the foregoing having the force of law, as each may be amended, supplemented or otherwise modified from time to time.

          “ Minimum Liquidity ” means, as at any date of determination, the sum of the Borrower’s unrestricted Cash and Cash Equivalents held in deposit and/or security accounts subject to a control agreement in favor of the Collateral Agent.

           “Moody’s” means Moody’s Investor Services, Inc.

           “Mortgage” means a Mortgage substantially in the form of Exhibit J, as it may be amended, supplemented or otherwise modified from time to time.

           “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

           “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

           “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise (including by way of milestone payment), but only as and when so received) received by Borrower or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes paid simultaneously with such Asset Sale or payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale and (d) accountants’ fees, investment banking fees, filing fees, printing distribution costs, and other customary fees, costs and expenses actually incurred in connection with such Asset Sale.

           “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Borrower or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Borrower or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Borrower or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Borrower or such Subsidiary in respect thereof, (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith, and (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such event.

           “Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

           “Non-US Lender” as defined in Section 2.20(c).

           “Note” means a Credit-Linked Note, a Revolving Loan Note or a Swing Line Note.

           “Notes Offering Memorandum” shall mean that certain Offering Circular dated as of March 22, 2007, relating to the issuance of the Convertible Senior Notes.

           “Notice” means a Funding Notice, an Issuance Notice, or a Conversion/ Continuation Notice.

           “Obligations” means all obligations of every nature of each Credit Party, from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

           “Obligee Guarantor” as defined in Section 7.7.

           “OIG” means the Office of Inspector General of HHS and any successor thereof.

           “Operating Lease” means an operating lease determined in accordance with GAAP.

           “Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

           “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, any Credit Documents, excluding , however , such taxes imposed as a result of an assignment (other than an assignment that occurs as a result of Borrower’s request pursuant to Section 2.23).

           “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

           “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

           “Permitted Acquisition” means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided ,

          (i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

          (ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

          (iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or a Guarantor Subsidiary thereof, and Borrower shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Borrower, each of the actions set forth in Section 5.13;

          (iv) Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.15 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended, (as determined in accordance with Section 6.15(d));

          (v) Borrower shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, (i) a Compliance Certificate evidencing compliance with Section 6.15 as required under clause (iv) above and (ii) all other relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.15 and (B) with respect to any acquisition for an amount greater than $10,000,000, promptly upon request by Administrative Agent, (i) a copy of the purchase agreement related to the proposed Permitted Acquisition (and any related documents reasonably requested by Administrative Agent) and (ii) quarterly and annual financial statements of the Person whose Equity Interests or assets are being acquired for the twelve month (12) month period immediately prior to such proposed Permitted Acquisition, including any audited financial statements that are available;

          (vi) any Person or assets or division as acquired in accordance herewith shall be in substantially the same business or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date; and

          (vii) the aggregate unused portion of the Revolving Commitments at such time (after giving effect to the consummation of the respective Permitted Acquisition and any financing thereof) shall equal or exceed $15,000,000.

           “Permitted Liens” means each of the Liens permitted pursuant to Section 6.1.

           “Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

           “Platform” as defined in Section 5.1(f).

           “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

           “Prime Rate” means at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The rate announced publicly by the Administrative Agent as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

           “Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender.

           “Projections” as defined in Section 4.1(b).

           “Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Credit-Linked Letter of Credit or the Term Loans, as applicable, of any Lender, the percentage obtained by dividing (a) the Credit-Linked LOC Exposure or Term Loan Exposure, as applicable, of that Lender by (b) the aggregate Credit-Linked LOC Exposure or Term Loan Exposure, as applicable, of all Lenders; and (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Credit-Linked LOC Exposure or Term Loan Exposure, as applicable, and the Revolving Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Credit-Linked LOC Exposure or Term Loan Exposure, as applicable, and the aggregate Revolving Exposure of all Lenders.

           “Real Estate Asset” means, at any time of determination, any Credit Party’s interest (fee, leasehold or otherwise) in any real property.

           “Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by

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the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

           “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

           “Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).

           “Register” as defined in Section 2.7(b).

           “Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

           “Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

           “Reimbursement Date” as defined in Section 2.4(d).

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

           “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

           “Replacement Lender” as defined in Section 2.23.

           “Required Advances” means advances required by HMO Regulators to be made by Borrower or any of its Subsidiaries to a Contract Provider.

           “Required Prepayment Date” as defined in Section 2.15(c).

           “Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure, Credit-Linked LOC Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all Lenders, (ii) the aggregate Credit-Linked LOC Exposure of all Lenders and (iii) the aggregate Revolving Exposure of all Lenders.

           “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower now or hereafter

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outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower now or hereafter outstanding; or (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to the Convertible Senior Notes or subordinated Indebtedness.

           “Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Revolving Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.

           “Revolving Commitment Period” means the period from the Successful Syndication Date to but excluding the Revolving Commitment Termination Date.

           “Revolving Commitment Termination Date” means the earliest to occur of (i) March 15, 2012, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.13(b) or 2.14, and (iii) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

           “Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Revolving Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Revolving Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

           “Revolving Issuing Bank” means Wachovia Bank as the issuer of Revolving Letters of Credit hereunder, together with its permitted successors and assigns in such capacity.

           “Revolving Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to Section 2.4.

           “Revolving Letter of Credit Sublimit” means the lesser of (i) $25,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

           “Revolving Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become,

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available for drawing under all Revolving Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Revolving Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower.

           “Revolving Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.2(a).

           “Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

           “Risk-Based Capital” means, with respect to each HMO Subsidiary, at any time, the Company Action Level Risk-Based Capital (as defined by the NAIC on the date of determination and as determined in accordance with SAP) of such HMO Subsidiary.

           “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

           “Sale and Leaseback Transaction” means, with respect to the Borrower or any Subsidiary, any arrangement, directly or indirectly, with any Person that is not a Credit Party whereby the Borrower or such Subsidiary shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

           “SAP” means, with respect to each HMO Subsidiary, the statutory accounting principles and procedures prescribed or permitted by applicable HMO Regulations for such HMO Subsidiary, applied on a consistent basis, as interpreted by the state in which the applicable HMO Subsidiary operates.

           “SCHIP” means the State Childrens’ Health Insurance Program, a federal/state matching program that provides health care coverage to children not otherwise covered by Medicaid or other insurance programs and that may be administered by states through their Medicaid programs.

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

           “Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

           “Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

           “Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

           “Settlement Confirmation” as defined in Section 10.6(b).

           “Settlement Service” as defined in Section 10.6(d).

           “Shortfall Amount” means, for any period of determination, the amount by which the interest that would be payable for such fiscal period for a LIBOR Rate borrowing in the amount of the Credit-Linked Deposits and with a one month or three month interest period (as such interest period is determined by the Administrative Agent from time to time) exceeds the return on the investment of the Credit-Linked Deposits in the Credit-Linked Account for such period.

           “Social Security Act” means the Social Security Act of 1965 as set forth in Title 42 of the United States Code, as amended, and any successor statute thereto, as interpreted by the rules and regulations promulgated thereunder.

           “Solvency Certificate” means a Solvency Certificate of the chief financial officer of Borrower substantially in the form of Exhibit G-2.

           “Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under the Bankruptcy Code and applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No.5).

          “ Spread Overlay Agreements ” mean the confirmation evidencing the convertible bond hedge transaction dated March 22, 2007, between Borrower and Wells Fargo Bank, National Association (including all provisions incorporate by reference therein) and the confirmation evidencing the issuer warrant transaction dated March 22, 2007, between Borrower and Wells Fargo Bank, National Association (including all provisions incorporated by reference therein) and any amendment thereto, or new confirmation, contemplated thereby with respect to the issuance of the “green shoe.”

           “Stark I and II” means Section 1877 of the Social Security Act as set forth at Section 1395nn of Title 42 of the United States Code, as amended, and any successor statute

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thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.

           “Statutory Net Worth” means, for an HMO Subsidiary, the difference between (i) total admitted assets and (ii) total liabilities, in each case as calculated according to the applicable state’s interpretation of SAP or other similar state-mandated accounting principles.

           “Subject Transaction” as defined in Section 6.15(d).

           “Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided , in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding; provided , further , that for purposes of Sections 3, 4, 5, 6, 7 and 8, each Immaterial Subsidiary shall not be deemed a Subsidiary.

           “Successful Syndication Date” means the date when the Arrangers’ aggregate Commitments have been reduced to $25,000,000 or less.

           “Support Obligations” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Support Obligations shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

           “Surplus Notes” means the notes identified on Schedule 1.1.A hereto.

           “Swing Line Lender” means Wachovia Bank in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

           “Swing Line Loan” means a Loan made by Swing Line Lender to Borrower pursuant to Section 2.3.

           “Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

           “Swing Line Sublimit” means the lesser of (i) $10,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

           “Syndication Agent” as defined in the preamble hereto.

           “Synthetic L/C Facility” as defined in the recitals hereto.

           “Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement that is considered borrowed money indebtedness for tax purposes but is classified as an operating lease under GAAP.

           “Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided , “Tax on the net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business which is imposed on or measured by (i) all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable lending office), (ii) the increase in the capital of a Person resulting from the receipt of interest under this Agreement or (iii) franchise, capital or similar taxes imposed in lieu of taxes described in clauses (i) and (ii) above.

           “Term Loan” means any term loan into which a Credit-Linked Purchase is converted pursuant to Section 2.1(a)(iv)(B).

           “Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided , at any time prior to conversion of any Credit-Linked Purchase into a Term Loan, the Term Loan Exposure of any Lender shall be equal to the outstanding principal amount of such Lender’s Credit-Linked LOC Exposure.

           “Terminated Lender” as defined in Section 2.23.

           “Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans

(other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Revolving Issuing Bank for any amount drawn under any Revolving Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Revolving Letter of Credit Usage.

           “Transaction Costs” means the fees, costs and expenses payable by Borrower or any of Borrower’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents.

           “Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

           “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

           “UCP” means the Uniform Customs and Practices for Documentary Credits.

           “Unadjusted Eurodollar Rate Component” means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate.

           “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

           “Unreimbursed Drawing” shall have the meaning set forth in Section 2.1(a)(iv)(B).

          “ U.S. Lender ” as defined in Section 2.20(c).

      1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(d), if applicable). Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

      1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or

matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

SECTION 2. LOANS AND LETTERS OF CREDIT

      2.1. Synthetic L/C Facility; Credit-Linked Deposits; Payments .

          (a) Synthetic L/C Facility .

          (i) Issuance . Subject to the terms and conditions hereof and of any Credit Document relating to the Credit-Linked Letter of Credit, and any other terms and conditions which the Credit-Linked Issuing Bank may reasonably require, during the Credit-Linked Commitment Period the Credit-Linked Issuing Bank shall issue, and the Credit-Linked Lenders shall participate in, standby Credit-Linked Letter of Credit for the account of the Borrower from time to time upon request in substantially the form of Exhibit B-5; provided, however, that (A) the aggregate amount of Credit-Linked Letter of Credit Usage shall not at any time exceed the lesser of (x) Three Hundred Fifty One Million Three Hundred Seventeen Thousand Eight Hundred and Five Dollars and Fifty Cents ($351,317,805.50) (the “ Credit-Linked LOC Committed Amount ”) and (y) the principal amount of the Credit-Linked Deposit plus the principal amount of the Cash Collateral Deposit, (B) with regard to each Credit-Linked Lender individually, (x) the sum of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the outstanding Credit-Linked Letter of Credit Usage shall not exceed such Credit-Linked Lender’s Credit-Linked Deposit and (y) such Credit-Linked Lender’s Credit-Linked Commitment Percentage of the aggregate principal amount of any outstanding Credit-Linked Letter of Credit Usage or any outstanding Term Loans, if converted, shall not at any time exceed such Credit-Linked Lender’s Credit-Linked Commitment, (C) with regard to the Credit-Linked Lenders collectively, the sum of the aggregate principal amount of outstanding Credit-Linked Letter of Credit Usage or outstanding Term Loans, if converted, shall not at any time exceed the Credit-Linked LOC Committed Amount then in effect minus the aggregate amount of the Cash Collateral Deposit, (D) no Credit-Linked Letter of Credit may be issued without the Administrative Agent confirming in writing to any Credit-Linked Issuing Bank (other than the Administrative Agent in its capacity as a Credit-Linked Issuing Bank) that, after giving effect to the issuance of such Credit-Linked Letter of Credit, the requirement set forth in clause (C) above shall be satisfied, (E) the Credit-Linked Letter of Credit shall be denominated in Dollars and (F) the Credit-Linked Letter of Credit shall be issued in connection with the Judgment. Except as otherwise expressly agreed upon by all the Credit-Linked Lenders, the Credit-Linked Letter of Credit shall have an original expiry date of not more than twelve (12) months from the date of issuance; provided, however, the expiry date of the Credit-Linked Letter of Credit may be extended annually or periodically from time to time at the request of the Borrower or by operation of the terms of the Credit-Linked Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further,

that (x) the Credit-Linked Letter of Credit, as originally issued or as extended, shall not have an expiry date extending beyond the date that is ten (10) days prior to the Credit-Linked Maturity Date and (y) if an Event of Default exists at the time any Credit-Linked Letter of Credit is to be extended, the Credit-Linked Issuing Bank may or, at the direction of Credit-Linked Lenders holding more than 50% of the Credit-Linked Commitments, shall refuse to extend such Credit-Linked Letter of Credit, in which case such Credit-Linked Letter of Credit shall terminate at the end of the current term thereof. The Credit-Linked Letter of Credit shall comply with the terms of any Credit Document relating to the Credit-Linked Letter of Credit. The issuance and expiry date of the Credit-Linked Letter of Credit shall be a Business Day.

          (ii) Notice and Reports . The request for the issuance of a Credit-Linked Letter of Credit shall be submitted to the Credit-Linked Issuing Bank and the Administrative Agent at least three (3) Business Days prior to the requested date of issuance (which initial request with respect to the Judgment may be submitted to the Credit-Linked Issuing Bank and the Administrative Agent no later than one (1) Business Day prior to the Closing Date). The Credit-Linked Issuing Bank will promptly upon request provide to the Administrative Agent for dissemination to the Credit-Linked Lenders a detailed report specifying the Credit-Linked Letter of Credit which is then issued by such Credit-Linked Issuing Bank and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred.

          (iii) Participations . Each Credit-Linked Lender, upon issuance of a Credit-Linked Letter of Credit (or upon a Person becoming a Credit-Linked Lender hereunder), shall be deemed to have irrevocably purchased, without recourse to the Credit-Linked Issuing Bank, and the Credit-Linked Issuing Bank shall be deemed to have irrevocably granted without recourse to the Credit-Linked Issuing Bank, a risk participation (a “ Credit-Linked Participation ”) from the Credit-Linked Issuing Bank in such Credit-Linked Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its Credit-Linked Commitment Percentage of the maximum amounts available to be drawn under such Credit-Linked Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Credit-Linked Issuing Bank therefor and discharge when due, its Credit-Linked Commitment Percentage of the obligations arising under such Credit-Linked Letter of Credit. Without limiting the scope and nature of each Credit-Linked Lender’s participation in the Credit-Linked Letter of Credit, to the extent that the Credit-Linked Issuing Bank has not been reimbursed as required hereunder or under any Credit Document relating to any Credit-Linked Letter of Credit, each such Credit-Linked Lender shall fund its Credit-Linked Participation interest therein by paying to the Credit-Linked Issuing Bank, from funds deposited by such Credit-Linked Lender into the Credit-Linked Account, its Credit-Linked Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Credit-Linked Issuing Bank of an unreimbursed drawing pursuant to and in accordance with the provisions of subsection (iv) hereof. The obligation of each Credit-Linked Lender to so pay the Credit-Linked Issuing Bank shall

be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event.

          (iv) Reimbursement; Funding of Participation Interests; Funding From Cash Collateral Account .

               (A) Reimbursement by Borrower . In the event of any drawing under any Credit-Linked Letter of Credit, the Credit-Linked Issuing Bank will promptly notify the Borrower and the Administrative Agent. If a drawing under any Credit-Linked Letter of Credit occurs, the Borrower shall be deemed to have requested a Credit-Linked Purchase in the amount of such drawing as provided in subsection (iv)(B) below, the proceeds of which shall be used to satisfy the reimbursement obligations. Unless the Borrower shall promptly notify the Credit-Linked Issuing Bank and the Administrative Agent of its intent to otherwise reimburse the Credit-Linked Issuing Bank after receipt by the Borrower of notice of a drawing, the Borrower shall be deemed to have requested a Credit-Linked Purchase in the amount of such drawing as provided in subsection (iv)(B) below, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Credit-Linked Issuing Bank, the Administrative Agent, the Lenders, the beneficiary of any Credit-Linked Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of any Credit-Linked Letter of Credit; provided that the Borrower shall not be deemed to have waived any claims it may have against the Credit-Linked Issuing Bank, the Administrative Agent, the Lenders, the beneficiary of any Credit-Linked Letter of Credit drawn upon or any other Person and may separately pursue such claims after payment of such reimbursement obligations.

               (B) Funding of Participation Interests by Credit-Linked Lenders; Funding From Cash Collateral Account; Conversion to Term Loans . After any drawing under a Credit-Linked Letter of Credit and upon the earlier of (x) the failure of the Borrower to reimburse such drawing in accordance with the terms of subsection (iv)(A) hereof, (y) receipt by the Credit-Linked Issuing Bank of notice from the Borrower that it will not exercise its right to reimburse such drawing and (z) the occurrence and continuation of a Default or an Event of Default, (1) in order to fund such unreimbursed drawing (an “ Unreimbursed Drawing ”) from the Cash Collateral Account and from each Credit-Linked Lender’s Credit-Linked Participation, on a pro rata basis, Borrower and each Credit-Linked Lender hereby irrevocably authorizes the Administrative Agent to pay and the Administrative Agent is irrevocably directed to pay the Credit-Linked Issuing Bank (such payment, a “ Credit-Linked Purchase ”) in the amount of such Credit-Linked Lender’s Credit-Linked Commitment Percentage of such Unreimbursed Drawing, solely from such Credit-Linked Lender’s Credit-Linked Deposit, and from the Cash Collateral Deposit, on a pro rata basis, and each Credit-Linked Lender hereby irrevocably authorizes the Administrative Agent to charge the Credit-Linked Account and Borrower hereby irrevocably authorizes the Administrative Agent to charge the Cash Collateral Account, respectively, for such purpose, (2) the Credit-Linked LOC

Committed Amount shall be automatically reduced by the amount of each Credit-Linked Purchase charged from the Credit-Linked Account and shall not be reinstated, (3) such Unreimbursed Drawing from the Credit-Linked Account shall be automatically converted to a funded Term Loan consisting of a Base Rate Loan without any further act by the Borrower, the Credit-Linked Issuing Bank, the Administrative Agent or any Credit-Linked Lender, which Term Loan shall be evidenced, upon such Credit-Linked Lender’s request, by a Term Loan Note made payable to such Credit-Linked Lender in substantially the form of Exhibit B-4, and (4) the Term Loan Committed Amount shall be automatically permanently increased by the amount of each Credit-Linked Purchase. The Credit-Linked Issuing Bank will promptly notify the Administrative Agent (which shall notify the Credit-Linked Lenders) of the amount of any Unreimbursed Drawing. Each Credit-Linked Lender’s obligation to fund its Credit-Linked Participation in any Unreimbursed Drawing by paying to the Credit-Linked Issuing Bank its Credit-Linked Commitment Percentage of any Unreimbursed Drawing, and the right of the Credit-Linked Issuing Bank to receive the same, shall be absolute and unconditional, shall be made without any offset, abatement, withholding or reduction whatsoever and shall not be affected by any circumstance whatsoever and without regard to (I) whether any conditions specified in Section 3.2 are then satisfied, (II) whether a Default or an Event of Default then exists, (III) the date of such Credit-Linked Purchase and Term Loan, (IV) any reduction in the Credit-Linked LOC Committed Amount after any such Credit-Linked Letter of Credit may have been drawn upon, (V) the termination of this Credit Agreement or the Commitments hereunder or (VI) the acceleration of the Obligations hereunder.

          (v) Repayment of Participations .

               (A) At any time after the Credit-Linked Issuing Bank has made a payment under a Credit-Linked Letter of Credit and has received the pro rata portion of proceeds from the Cash Collateral Account and from the Credit-Linked Account the proceeds of Credit-Linked Purchases by the Credit-Linked Lenders in respect of such payment in accordance with Section 2.1(a)(iv) (which Credit-Linked Purchases have been converted to Term Loans in accordance herewith), if the Administrative Agent receives for the account of the Credit-Linked Issuing Bank any payment in respect of the related Unreimbursed Drawing or interest thereon for any period after such Unreimbursed Drawing was paid with a Credit-Linked Purchase, the Administrative Agent will distribute to such Credit-Linked Lender its Credit-Linked Commitment Percentage thereof. If the Credit-Linked Issuing Bank shall have received from the Credit-Linked Account the proceeds of Credit-Linked Purchases by the Credit-Linked Lenders and thereafter shall receive any direct payment from the Borrower in respect of the Unreimbursed Drawing with respect to which such Credit-Linked Purchases were made, the Credit-Linked Issuing Bank shall immediately pay the amount received to the Administrative Agent for distribution to the Credit-Linked Lenders in accordance with this Section 2.1(a)(v)(A).

               (B) If any payment received by the Administrative Agent for the account of the Credit-Linked Issuing Bank pursuant to Section 2.1(a)(v)(A) and distributed to the Credit-Linked Lenders by the Administrative Agent is required to be

returned under any circumstance (including pursuant to any settlement entered into by the Credit-Linked Issuing Bank), each Credit-Linked Lender shall pay to the Administrative Agent for the account of the Credit-Linked Issuing Bank its Credit-Linked Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Credit-Linked Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

          (vi) Uniform Customs and Practices . The Credit-Linked Issuing Bank shall have the Credit-Linked Letter of Credit be subject to (A) The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the UCP and/or (B) the International Standby Practices (“ ISP 98 ”), in which case the UCP and/or ISP 98 may be incorporated therein and deemed in all respects to be a part thereof.

          (vii) Credit-Linked Note . The Borrower’s reimbursement obligations with respect to the Credit-Linked Letter of Credit issued pursuant to this Section 2.5 shall be evidenced by a Credit-Linked Note made payable to the Credit-Linked Issuing Bank in substantially the form of Exhibit B-1.

          (b) Credit-Linked Deposits .

          (i) Funding of Credit-Linked Deposits . Subject to the terms and conditions set forth herein and in consideration of each Credit-Linked Lender’s Credit-Linked Participation, each Credit-Linked Lender severally agrees to fund such Lender’s Credit-Linked Deposit to the Administrative Agent (for the benefit of itself on behalf of the Credit-Linked Lenders and the Issuing Bank) in Dollars on the Closing Date in an amount equal to its Credit-Linked Commitment for deposit by the Administrative Agent in the Credit-Linked Account. Each Credit-Linked Lender’s Credit-Linked Deposit represents such Lender’s funded Credit-Linked Participation. Notwithstanding anything herein to the contrary, the aggregate dollar amount of the Credit-Linked Commitments and the Cash Collateral Deposit shall always equal 100% of the aggregate face amount of the outstanding Credit-Linked Letter of Credit.

          (ii) Purpose of Credit-Linked Deposits . The Credit-Linked Deposits will be held by the Administrative Agent in its name in the Credit-Linked Account, on behalf of the Credit-Linked Lenders and for the benefit of the Credit-Linked Issuing Bank. The Credit-Linked Account will be under the sole dominion and control of the Administrative Agent (for the benefit of itself on behalf of the Credit-Linked Lenders and the Issuing Bank) and no Person other than the Administrative Agent or the Issuing Bank shall have the right of withdrawal from the Credit-Linked Account nor any other right or power with respect to the Credit-Linked Deposits or the Credit-Linked Account. Unless returned to the Credit-Linked Lenders in accordance with the terms hereof, the Credit-Linked Deposits shall not be used for any purpose other than funding the Credit-Linked Participations in the Credit-Linked Letter of Credit without the prior written consent of each Credit-Linked Issuing Bank.

          (iii) Actions of Administrative Agent . In charging the Credit-Linked Account or otherwise exercising any rights of set-off with respect thereto, the Administrative Agent acts as the agent of the Credit-Linked Issuing Bank.

          (iv) Grant of Security Interest in Credit-Linked Account and Cash Collateral Account . The Administrative Agent hereby grants, the Credit-Linked Lenders hereby grant and the Borrower hereby grants and each hereby authorizes the Administrative Agent to grant, to the Credit-Linked Issuing Bank, a security interest in and Lien on the Credit-Linked Account, the Cash Collateral Account, the Credit-Linked Deposits, the Cash Collateral Deposits and all cash, Cash Equivalents or other amounts or investments from time to time in the Credit-Linked Account and the Cash Collateral Account, as applicable. The foregoing security interest and Lien shall secure the obligations of the Credit-Linked Lenders to fund their Credit-Linked Participation interests in any Unreimbursed Drawing by paying the Credit-Linked Issuing Bank for such Unreimbursed Drawing and to secure the other obligations described in Section 2.1(a)(iv)(B). Each of the Administrative Agent and the Credit-Linked Lenders and the Borrower agree to execute such agreements and documents and take such actions as may be reasonably required by the Credit-Linked Issuing Bank to perfect and protect the foregoing security interest and Lien.

          (v) Investment of Credit-Linked Deposits . Pending the use of the Credit-Linked Deposits to fund the Credit-Linked Lenders’ Credit-Linked Participation interests in Unreimbursed Drawings under the Credit-Linked Letter of Credit, the Administrative Agent will invest such Credit-Linked Deposits and will pay to Credit-Linked Lenders in arrears at the end of each interest period for a Eurodollar Rate Loan LIBOR Period, which is used to determine the Shortfall Amount, any return on such investment during the previous interest period up to an amount not to exceed the Adjusted Eurodollar Rate as of the last Business Day of such previous interest period.

          (vi) Reduction of Credit-Linked Deposit; Return of Credit-Linked Deposit . If any Credit-Linked Purchase is made with proceeds of the Credit-Linked Deposits, the Credit-Linked Deposits shall be automatically permanently reduced by the amount of such Credit-Linked Purchase. Notwithstanding any provision herein to the contrary, only the maximum amount necessary to satisfy the Judgment in full may be drawn on the outstanding Credit-Linked Letter of Credit and to the extent that the amount actually drawn is less than $351,317,805.50, such drawing comprised of Credit-Linked Deposits shall be automatically converted to a funded Term Loan in accordance with Section 2.1(a) in the amount of such drawing, the Credit-Linked Commitments shall be terminated and the Administrative Agent shall distribute the remaining Credit-Linked Deposits in such excess amount to the Credit-Linked Lenders equal to their Credit-Linked Percentage thereof in accordance with Section 2.1(a)(v). In addition, in the event that the Convertible Senior Notes are issued, the Borrower shall promptly deposit the net proceeds therefrom (including net of fees and expenses related to transactions contemplated thereby) into the Cash Collateral Account, and the Administrative Agent shall within one (1) Business Day thereof return to the Credit Linked Lenders an amount equal to such net proceeds on a ratable basis in accordance with their respective Credit Linked Commitments.

          (c) Amortization; Prepayments . The Borrower shall pay an amount equal to 1% per annum of the Term Loan Exposure, which amount shall be payable in equal quarterly installments commencing on the Closing Date, with the outstanding principal amount of such Term Loan Exposure and all accrued but unpaid interest and other amounts payable on the Credit-Linked Maturity Date. With respect to the amortization payments under this Section 2.1(c), or any prepayments under Section 2.14, of the Term Loan Exposure, the Borrower shall deliver payment of such amounts to the Administrative Agent and the Administrative Agent shall disburse such payments to the Credit-Linked Lenders, ratably in accordance with their appropriate Credit-Linked Commitment Percentage.

      2.2. Revolving Loans .

          (a) Revolving Commitments . During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided , that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Revolving Loans .

          (i) Except pursuant to 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

          (ii) Whenever Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith.

          (iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City

time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Borrower.

          (iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Borrower.

      2.3. Swing Line Loans .

          (a) Swing Line Loans Commitments . During the Revolving Commitment Period, subject to the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided , that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

          (b) Borrowing Mechanics for Swing Line Loans.

          (i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

          (ii) Whenever Borrower desires that Swing Line Lender make a Swing Line Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

          (iii) Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to be credited to the account of Borrower at Administrative Agent’s Principal Office, or to such other account as may be designated in writing to Administrative Agent by Borrower.

          (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Borrower pursuant to Section 2.13, Swing Line Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans” ) outstanding on the date such notice is given which Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by Administrative Agent to Swing Line Lender (and not to Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute part of Swing Line Lender’s outstanding Revolving Loans to Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swing Line Lender. Borrower hereby authorizes Administrative Agent and Swing Line Lender to charge Borrower’s accounts with Administrative Agent and Swing Line Lender (up to the amount available in each such account) in order to immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of Borrower from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17.

          (v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, Swing

Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

          (vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any breach of this Agreement or any other Credit Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that Swing Line Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such condition not satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when a Funding Default exists unless Swing Line Lender has entered into arrangements satisfactory to it and Borrower to eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Ling Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

      2.4. Issuance of Revolving Letters of Credit and Purchase of Participations Therein .

          (a) Revolving Letters of Credit . During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the Revolving Letter of Credit Sublimit; provided , (i) each Revolving Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Revolving Letter of Credit shall not be less than $250,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Revolving Letter of Credit Usage exceed the Revolving Letter of Credit Sublimit then in effect; (v) in no event shall any standby Revolving Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Revolving Letter of Credit; and

(vi) in no event shall any commercial Revolving Letter of Credit (x) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 365 days from the date of issuance of such commercial Revolving Letter of Credit or (y) be issued if such commercial Revolving Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Revolving Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided , Issuing Bank shall not extend any such Revolving Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided , further , in the event a Funding Default exists, Issuing Bank shall not be required to issue any Revolving Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Revolving Letter of Credit Usage.

          (b) Notice of Issuance . Whenever Borrower desires the issuance of a Revolving Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Revolving Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Revolving Letter of Credit or amendment or modification to a Revolving Letter of Credit, Issuing Bank shall promptly notify each Lender with a Revolving Commitment of such issuance, which notice shall be accompanied by a copy of such Revolving Letter of Credit or amendment or modification to a Revolving Letter of Credit and the amount of such Lender’s respective participation in such Revolving Letter of Credit pursuant to Section 2.4(e).

          (c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments . In determining whether to honor any drawing under any Letter of Credit (including the Credit-Linked Letter of Credit) by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors,

omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Revolving Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

          (d) Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit . In the event Issuing Bank has determined to honor a drawing under a Revolving Letter of Credit, it shall immediately notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date” ) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided , anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further , if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

          (e) Lenders’ Purchase of Participations in Letters of Credit . Immediately upon the issuance of each Revolving Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Revolving Letter of Credit and any drawings honored thereunder

in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Revolving Letter of Credit as provided in this Section 2.4(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the payment with respect to a Revolving Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by Issuing Bank under a Revolving Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

          (f) Obligations Absolute . The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Revolving Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Borrower or any Lender may have at any time against a beneficiary or any transferee of any Revolving Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Revolving Letter of Credit was procured); (iii) any draft or other document presented under any Revolving Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Revolving Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Revolving Letter of

Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided , in each case, that payment by Issuing Bank under the applicable Revolving Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

          (g) Indemnification . Without duplication of any obligation of Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Borrower hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Revolving Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Revolving Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Revolving Letter of Credit as a result of any Governmental Act.

      2.5. Pro Rata Shares; Availability of Funds .

          (a) Pro Rata Shares . All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Credit-Linked Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

          (b) Availability of Funds . Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit

Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Credit-Linked Commitment and Revolving Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

      2.6. Use of Proceeds . The proceeds of the Revolving Loans, if any, made on the Closing Date shall be applied by Borrower to discharge Existing Indebtedness. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries, including Permitted Acquisitions. The Credit-Linked Letter of Credit issued under the Synthetic L/C Facility and the proceeds of the Term Loans shall be applied by Borrower to facilitate an appeal or payment or settlement of the Judgment and to pay all costs, fees and expenses incurred in connection with the Credit Facilities. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

      2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

          (a) Lenders’ Evidence of Debt . Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided , that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments, Credit-Linked Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further , in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

          (b) Register . Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments, Credit-Linked Commitments and Loans of each Lender from time to time (the “Register” ). The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments, Credit-Linked Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided , failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Borrower’s Obligations in respect of any Loan. Borrower hereby designates Wachovia Bank to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent Wachovia Bank serves in such capacity, Wachovia Bank and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

          (c) Notes . If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

      2.8. Interest on Loans .

          (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

                    (i) in the case of Term Loans and Revolving Loans:

                    (1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

                    (2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin; and

                    (ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.

          (b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be; provided , until the date that Syndication Agent notifies Borrower that the primary syndication of the Loans and Revolving Commitments has been completed, as determined by Syndication Agent, the Term Loans shall be maintained as either (1) Eurodollar Rate Loans having an Interest Period of no longer than one month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

          (c) In connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest

Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

          (d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided , if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

          (e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided , however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

          (f) Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

          (g) Interest payable pursuant to Section 2.8(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to

receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.4(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Borrower.

      2.9. Conversion/Continuation .

          (a) Subject to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing, Borrower shall have the option: