$700,000,000 Interim Liquidity Facility

Re:

$700,000,000 Interim Liquidity Facility

1.

The Facility .

(a)

The Commitment . Subject to the terms and conditions set forth herein, the Lender agrees to make available to the Borrower until the Maturity Date a credit facility providing for loans (“ Loans ”) in Dollars in an aggregate initial principal amount not to exceed $700,000,000, as reduced in accordance with Section 1(h) hereof (the “ Commitment ”). No amount of any Loan repaid or prepaid by the Borrower may be reborrowed hereunder.

(b)

Borrowings, Conversions, Continuations . The Borrower may request that Loans be (i) made as or converted to Base Rate Loans by irrevocable notice to be received by the Lender not later than 12:00 P.M. on the Business Day prior to the Business Day of the borrowing or conversion, or (ii) so long as no Default or Event of Default shall have occurred and be continuing, made or continued as, or converted to, Eurodollar Rate Loans by irrevocable notice to be received by the Lender not later than 12:00 P.M. three Business Days prior to the Business Day of the borrowing, continuation or conversion. If the Borrower fails to give a notice of conversion or continuation prior to the end of any Interest Period in respect of any Eurodollar Rate Loan, the Borrower shall be deemed to have requested that such Loan be converted to a Base Rate Loan on the last day of the applicable Interest Period. If the Borrower requests that a Loan be continued as or converted to a Eurodollar Rate Loan, but fails to specify an Interest Period with respect thereto, the Borrower shall be deemed to have selected an Interest Period of one month. Notices pursuant to this Section 1(b) may be given by telephone if promptly confirmed in writing (but the failure to provide such written confirmation shall not affect the validity of any such notice).

(c)

Interest . At the option of the Borrower, Loans shall bear interest at a rate per annum equal to (i) the Eurodollar Rate for any such Interest Period plus the Applicable Margin; or (ii) the Base Rate. Interest on Base Rate Loans calculated by reference to the Bank of America “prime rate” shall be calculated on the basis of a year of 365 or 366 days and actual days elapsed. All other interest hereunder shall be calculated on the basis of a year of 360 days and actual days elapsed.

(d)

Evidence of Loans . The Loans and all payments thereon shall be evidenced by the Lender’s loan accounts and records and by a promissory note in the form of Exhibit B hereto in addition to such loan accounts and records. Such loan accounts, records and promissory note shall be prima facie evidence of the amount of the Loans and payments thereon. Any failure to record any Loan or payment thereon or any error in doing so shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with respect to the Loans.

(e)

Repayment . The Borrower promises to pay all Loans then outstanding on the Maturity Date.

(f)

Voluntary Prepayments . The Borrower may, upon two Business Days’ notice in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, voluntarily prepay Loans on any Business Day. Prepayments of Loans must be accompanied by a payment of accrued interest on the amount so prepaid. Prepayments must be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or the entire remaining principal amount of Loans.

(g)

Mandatory Prepayments . (i) If at any time the aggregate outstanding principal amount of all Loans shall exceed the Commitment, the Borrower shall make a prepayment in the amount necessary to cause the aggregate outstanding principal amount of all Loans to be less than or equal to the Commitment. If such prepayments are required in connection with a Commitment reduction which occurred as the result of the closing of the Senior Credit Refinancing as described in Section 1(h)(iii) or (iv) , each such prepayment shall be made simultaneously with the receipt of the initial advance made on the date of closing of the Senior Credit Refinancing.

(h)

Commitment Reductions . (i) The Borrower may, upon three Business Days’ notice, reduce or cancel any undrawn portion of the Commitment, provided , that the amount of such reduction is not less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

(i)

Utilization Fee . The Borrower shall pay to the Lender a utilization fee equal to 0.050% times the aggregate outstanding principal amount of all Loans (the “ Outstanding Amount ”) on each day that the Outstanding Amount (after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date) exceeds $350,000,000. The utilization fee shall be due and payable monthly in arrears on the last Business Day of each month, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). The utilization fee shall be calculated monthly in arrears. The utilization fee shall accrue at all times when the Outstanding Amount exceeds $350,000,000, including at any time during which one or more of the conditions in Section 2 is not met.

(j)

Taxes, Yield Protections, Illegality, Breakage Costs and Reserve on Eurodollar Rate Loans . The provisions of Sections 3.01 through 3.07 of the Incorporated Agreement shall apply to this Agreement and the Loans hereunder, and such Sections (including all exhibits, schedules and defined terms referred to therein) are hereby incorporated herein by reference and the Borrower shall fully comply therewith as if set forth in full herein with appropriate substitutions.

2.

Conditions of Effectiveness and Conditions Precedent to Loans .

(a)

Conditions of Effectiveness and Conditions Precedent to Initial Loan . As a condition precedent to the effectiveness of this Agreement and the obligation of the Lender to make any Loan on the Closing Date hereunder, the Lender must receive the following from the Borrower in form and substance satisfactory to the Lender:

(i)

the enclosed duplicate of this Agreement duly executed and delivered on behalf of the Borrower;

(ii)

a promissory note duly executed and delivered by the Borrower as contemplated in Section 1(d) above;

(iii)

an opinion or opinions of counsel to the Borrower, substantially in the form of legal opinions delivered in connection with the closing of the Incorporated Agreement by counsel to the Borrower;

(iv)

certificates of resolutions or other action, signature and incumbency certificates and/or other certificates of a Responsible Officer, which establish the identity and verify the authority and capacity of the Responsible Officer authorized to act on behalf of the Borrower and as a Responsible Officer in connection with this Agreement and the other Loan Documents;

(v)

the Organizational Documents of the Borrower certified as true and correct by its secretary or assistant secretary;

(vi)

a certificate signed by a Responsible Officer on behalf of the Borrower certifying that (A) the condition specified in Section 2(b)(iii) has been satisfied, (B) except as disclosed in SEC filings or in press releases delivered to the Lender prior to the date hereof, there has been no event or circumstance since September 30, 2006 which has or could be reasonably expected to have a Material Adverse Effect, and (C) each of the representations and warranties in Section 3 hereof are true and correct as of the date hereof;

(vii)

such other documents and certificates as the Lender may reasonably request; and

(viii)

any fees and expenses required to be paid on or before the Closing Date shall have been paid.

(b)

Conditions to Each Borrowing . As a condition precedent to each borrowing (including the initial borrowing) of any Loan:

(i)

The Borrower must furnish the Lender with a notice of borrowing;

(ii)

each representation and warranty set forth in Section 3 below, but excluding the representation and warranty contained in Section 5.11(b) of the Incorporated Agreement, shall be true and correct on and as of the date of such borrowing, before and after giving effect to such borrowing and to the application of the proceeds therefrom, as if made on and as of such date, except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 2(b) , the representations and warranties contained in Section 5.11(a) of the Incorporated Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 4 herein (by way of its incorporation of clauses (a) and (b) , respectively, of Section 6.01 of the Incorporated Agreement); and

(iii)

no Default or Event of Default shall have occurred and be continuing on the date of such borrowing.

3.

Representations and Warranties . The Borrower represents and warrants (which representations and warranties shall survive the Closing Date and each borrowing hereunder) that the representations and warranties contained in Article V (Representations and Warranties) of the Incorporated Agreement, other than the first sentence of Section 5.08 thereof or as indicated on the schedules attached as Exhibit D to this Agreement, are true and correct as if made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. The representations and warranties of the Borrower referred to in the preceding sentence (including all exhibits and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein.

4.

Covenants . (a) So long as principal of and interest on any Loan or any other amount payable hereunder or under any other Loan Document remains unpaid or unsatisfied and the Commitment has not been terminated, the Borrower shall comply with all the covenants and agreements contained in Article VI (Affirmative Covenants), other than Section 6.11 thereof, and Article VII (Negative Covenants), other than Section 7.07 thereof, of the Incorporated Agreement. The covenants and agreements of the Borrower referred to in the preceding sentence (including all exhibits and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein. Notwithstanding the foregoing, Sections 7.01 and 7.02 of the Incorporated Agreement shall not apply to any Excess Margin Stock.

5.

Events of Default . The following are “ Events of Default ”:

(a)

The Borrower fails to pay any principal of any Loan as and on the date when due; or

(b)

The Borrower fails to pay any interest on any Loan due hereunder, or any portion thereof, or fails to pay any other fee or amount payable to the Lender under any Loan Document, or any portion thereof, within five Business Days after the date due; or

(c)

The Borrower fails to comply with (i) any covenant or agreement incorporated herein by reference pursuant to Section 4 above, (ii) Section 4(b)(ii) and such failure continues for ten Business Days after written notice thereof is given to the Borrower by the Lender, or (iii) any other provision of this Agreement, in the cases of clauses (i) and (iii) above subject to any applicable grace period and/or notice requirement set forth in Article VIII of the Incorporated Agreement (it being understood and agreed that any such notice requirement be and the same hereby is incorporated by reference as in effect as if set forth herein, provided that any such notice requirement shall be deemed satisfied by the Lender’s giving the applicable notice to the Borrower hereunder); or

(d)

Any representation or warranty made by the Borrower herein or by the Borrower (or any of its officers) in connection with this Agreement is incorrect in any material respect on or as of the date made or deemed made, including any representation or warranty incorporated herein by reference pursuant to Section 3 above; or

(e)

The Borrower or any of its Subsidiaries fails to comply with, or there shall otherwise occur, an “Eve