AMENDED AND RESTATED CREDIT AGREEMENT

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EXHIBIT 10.1

Published CUSIP Number: 45167SAA0

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$600,000,000

AMENDED AND RESTATED
CREDIT AGREEMENT

Dated as of December 21, 2006

among

IDEX CORPORATION,
as the Company,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and
L/C Issuer,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Syndication Agent

LASALLE BANK, N.A.,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH,
and
MIZUHO CORPORATE BANK, LTD.,
as Co-Documentation Agents

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC
and
WACHOVIA CAPITAL MARKETS LLC,
as Lead Arrangers and Joint Book Managers

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TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS...................................................................................... 1
1.01 CERTAIN DEFINED TERMS.............................................................................. 1
1.02 OTHER INTERPRETIVE PROVISIONS...................................................................... 20
1.03 ACCOUNTING TERMS................................................................................... 21
1.04 EXCHANGE RATES; CURRENCY EQUIVALENTS............................................................... 21
1.05 ADDITIONAL ALTERNATIVE CURRENCIES.................................................................. 21
1.06 CHANGE OF CURRENCY................................................................................. 22
1.07 ROUNDING........................................................................................... 23
1.08 TIMES OF DAY....................................................................................... 23
1.09 LETTER OF CREDIT AMOUNTS........................................................................... 23
ARTICLE II. THE CREDITS..................................................................................... 23
2.01 COMMITTED LOANS.................................................................................... 23
2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS....................................... 23
2.03 BID LOANS.......................................................................................... 25
2.04 LETTERS OF CREDIT.................................................................................. 28
2.05 SWING LINE LOANS................................................................................... 35
2.06 PREPAYMENTS........................................................................................ 37
2.07 TERMINATION OR REDUCTION OF COMMITMENTS............................................................ 38
2.08 REPAYMENT OF LOANS................................................................................. 39
2.09 INTEREST........................................................................................... 39
2.10 FEES............................................................................................... 40
2.11 COMPUTATION OF INTEREST AND FEES................................................................... 40
2.12 EVIDENCE OF DEBT................................................................................... 40
2.13 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK................................................ 41
2.14 SHARING OF PAYMENTS BY LENDERS..................................................................... 42
2.15 INCREASE IN COMMITMENTS............................................................................ 43
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY......................................................... 46
3.01 TAXES.............................................................................................. 46
3.02 ILLEGALITY......................................................................................... 48
3.03 INABILITY TO DETERMINE RATES....................................................................... 48
3.04 INCREASED COSTS.................................................................................... 48
3.05 COMPENSATION FOR LOSSES............................................................................ 50
3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS..................................................... 50
3.07 SURVIVAL........................................................................................... 51
ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS....................................................... 51
4.01 CONDITIONS OF INITIAL CREDIT EXTENSIONS............................................................ 51
4.02 CONDITIONS TO ALL CREDIT EXTENSIONS................................................................ 52
ARTICLE V. REPRESENTATIONS AND WARRANTIES................................................................... 53
5.01 CORPORATE EXISTENCE AND POWER...................................................................... 53
5.02 CORPORATE AUTHORIZATION; NO CONTRAVENTION.......................................................... 53
5.03 GOVERNMENTAL AUTHORIZATION......................................................................... 53
5.04 BINDING EFFECT..................................................................................... 53
5.05 LITIGATION......................................................................................... 53
5.06 NO DEFAULT......................................................................................... 54
5.07 ERISA COMPLIANCE................................................................................... 54
5.08 USE OF PROCEEDS; MARGIN REGULATIONS................................................................ 55
5.09 TITLE TO PROPERTIES................................................................................ 55
5.10 TAXES.............................................................................................. 55
5.11 FINANCIAL CONDITION................................................................................ 55
5.12 ENVIRONMENTAL MATTERS.............................................................................. 55
5.13 REGULATED ENTITIES................................................................................. 55
5.14 SUBSIDIARIES....................................................................................... 56
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5.15 INSURANCE.......................................................................................... 56
5.16 SWAP OBLIGATIONS................................................................................... 56
5.17 FULL DISCLOSURE.................................................................................... 56
ARTICLE VI. AFFIRMATIVE COVENANTS........................................................................... 56
6.01 FINANCIAL STATEMENTS............................................................................... 56
6.02 CERTIFICATES; OTHER INFORMATION.................................................................... 57
6.03 NOTICES............................................................................................ 57
6.04 PRESERVATION OF CORPORATE EXISTENCE, ETC........................................................... 58
6.05 MAINTENANCE OF PROPERTY............................................................................ 58
6.06 INSURANCE.......................................................................................... 59
6.07 PAYMENT OF TAX OBLIGATIONS......................................................................... 59
6.08 COMPLIANCE WITH LAWS............................................................................... 59
6.09 COMPLIANCE WITH ERISA.............................................................................. 59
6.10 INSPECTION OF PROPERTY AND BOOKS AND RECORDS....................................................... 59
6.11 ENVIRONMENTAL LAWS................................................................................. 59
6.12 USE OF PROCEEDS.................................................................................... 59
ARTICLE VII. NEGATIVE AND FINANCIAL COVENANTS............................................................... 60
7.01 LIMITATION ON LIENS................................................................................ 60
7.02 DISPOSITION OF ASSETS.............................................................................. 61
7.03 CONSOLIDATIONS AND MERGERS......................................................................... 62
7.04 LOANS AND INVESTMENTS.............................................................................. 62
7.05 LIMITATION ON INDEBTEDNESS......................................................................... 63
7.06 TRANSACTIONS WITH AFFILIATES....................................................................... 64
7.07 CONTINGENT OBLIGATIONS............................................................................. 64
7.08 RESTRICTED PAYMENTS................................................................................ 65
7.09 ERISA.............................................................................................. 65
7.10 CHANGE IN BUSINESS................................................................................. 65
7.11 ACCOUNTING CHANGES................................................................................. 65
7.12 MODIFICATIONS, ETC. OF SUBORDINATED DEBT AND RELATED DOCUMENTS..................................... 65
7.13 SALE-LEASEBACKS.................................................................................... 66
7.14 NO NEGATIVE PLEDGES; SUBSIDIARY PAYMENTS........................................................... 66
7.15 FINANCIAL COVENANTS................................................................................ 66
ARTICLE VIII. EVENTS OF DEFAULT............................................................................. 66
8.01 EVENT OF DEFAULT................................................................................... 66
8.02 REMEDIES UPON EVENT OF DEFAULT..................................................................... 68
8.03 APPLICATION OF FUNDS............................................................................... 69
ARTICLE IX. THE AGENT....................................................................................... 69
9.01 APPOINTMENT AND AUTHORITY.......................................................................... 69
9.02 RIGHTS AS A LENDER................................................................................. 69
9.03 EXCULPATORY PROVISIONS............................................................................. 70
9.04 RELIANCE BY ADMINISTRATIVE AGENT................................................................... 70
9.05 DELEGATION OF DUTIES............................................................................... 71
9.06 RESIGNATION OF ADMINISTRATIVE AGENT................................................................ 71
9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS............................................. 71
9.08 NO OTHER DUTIES, ETC............................................................................... 72
ARTICLE X. MISCELLANEOUS.................................................................................... 72
10.01 AMENDMENTS, ETC.................................................................................... 72
10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION................................................... 73
10.03 NO WAIVER; CUMULATIVE REMEDIES..................................................................... 74
10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER................................................................. 74
10.05 PAYMENTS SET ASIDE................................................................................. 75
10.06 SUCCESSORS AND ASSIGNS............................................................................. 76
10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.................................................. 79
10.08 RIGHT OF SETOFF.................................................................................... 80
10.09 INTEREST RATE LIMITATION........................................................................... 80
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10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS........................................................... 80
10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES......................................................... 80
10.12 SEVERABILITY....................................................................................... 80
10.13 REPLACEMENT OF LENDERS............................................................................. 81
10.14 GOVERNING LAW; JURISDICTION; ETC................................................................... 81
10.15 WAIVER OF JURY TRIAL............................................................................... 82
10.16 USA PATRIOT ACT NOTICE............................................................................. 82
10.17 JUDGMENT CURRENCY.................................................................................. 82
10.18 ENTIRE AGREEMENT................................................................................... 83
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SCHEDULES

Schedule 1.01 Mandatory Cost Formulae
Schedule 2.01 Commitments and Applicable Percentages
Schedule 2.04 Existing Letters of Credit
Schedule 5.05 Litigation
Schedule 5.07 ERISA Matters
Schedule 5.11 Permitted Liabilities
Schedule 5.12 Environmental Matters
Schedule 5.14 Subsidiaries and Minority Interests
Schedule 5.15 Insurance Matters
Schedule 7.01 Permitted Liens
Schedule 7.04 Permitted Investments
Schedule 7.05 Permitted Indebtedness
Schedule 7.07 Contingent Obligations
Schedule 10.02 Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A Form of Committed Loan Notice
Exhibit B-1 Form of Bid Request
Exhibit B-2 Form of Competitive Bid
Exhibit C Form of Swing Line Loan Notice
Exhibit D Form of Note
Exhibit E Form of Compliance Certificate
Exhibit F Form of Assignment and Assumption

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CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December
21, 2006 among IDEX CORPORATION, a Delaware corporation (the "Company"), each
lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer.

WHEREAS, the Company is a party to the Credit Agreement, dated as of
December 14, 2004 (as heretofore amended, amended and restated, supplemented or
otherwise modified, the "Existing Credit Agreement"), with the financial
institutions party thereto as lenders (the "Existing Lenders") and, the
Administrative Agent; and

WHEREAS, it is the intent of the parties hereto that this Agreement not
constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement and which remain outstanding or evidence repayment of
any of such obligations and liabilities and that this Agreement amend and
restate in its entirety the Existing Credit Agreement and re-evidence the
obligations of outstanding thereunder;

NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter set forth, the parties hereto hereby agree that on the Restatement
Date (as defined below) the Existing Credit Agreement shall be, and hereby is,
amended and restated in its entirety as follows:

The Company has requested that the Lenders provide a revolving credit
facility and the Lenders are willing to do so on the terms and conditions set
forth herein.

In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

I. DEFINITIONS

A. CERTAIN DEFINED TERMS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS
HAVE THE MEANINGS SET FORTH BELOW:

"Absolute Rate" means a fixed rate of interest expressed in multiples of
1/100th of one basis point.

"Absolute Rate Loan" means a Bid Loan that bears interest at a rate
determined with reference to an Absolute Rate.

"Accounts Receivable" means presently existing and hereafter arising or
acquired accounts receivable, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to Inventory or arising
from the sale of Inventory or the rendering of services or howsoever otherwise
arising, and, with respect to any of the foregoing receivables or obligations,
(a) all of the interest of the Company or any of its Subsidiaries in the goods
(including returned goods) the sale of which gave rise to such receivable or
obligation after the passage of title thereto to any obligor, (b) all other
Liens and property subject thereto from time to time purporting to secure
payment of such receivables or obligations, (c) all guarantees, insurance,
letters of credit and other agreements or arrangements of whatever character
from time to time supporting or securing payment of any such receivables or
obligations, (d) all interests of the Receivables Subsidiary under the documents
evidencing a Permitted Receivables Purchase Facility and any permitted
performance guaranty given in connection therewith, and (e) all records relating
to any of the foregoing and all proceeds and products of any of the foregoing.

"Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (a) the acquisition of
all or substantially all of the assets of a Person, or of any business or
division of a Person or (b) the acquisition of in excess of 50% of the capital
stock, partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary.

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"Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

"Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.

"Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all the Lenders.

"Agreement" means this Credit Agreement as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.

"Alternative Currency" means each of Euro, Sterling, Yen, Swiss Francs,
Canadian Dollars and each other currency (other than Dollars) that is approved
in accordance with Section 1.05.

"Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

"Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $300,000,000. The Alternative Currency Sublimit is
part of, and not in addition to, the Aggregate Commitments.

"Applicable Percentage" means with respect to any Lender at any time,
the percentage (carried out to the ninth decimal place) of the Aggregate
Commitments represented by such Lender's Commitment at such time. If the
commitment of each Lender to make Loans and the obligation of the L/C Issuer to
make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if
the Aggregate Commitments have expired, then the Applicable Percentage of each
Lender shall be determined based on the Applicable Percentage of such Lender
most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender is set forth opposite the name of
such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable.

"Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

APPLICABLE RATE
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EUROCURRENCY
RATE +
-------------
PRICING DEBT RATINGS LETTERS OF BASE RATE
LEVEL S&P/MOODY'S/FITCH FACILITY FEE CREDIT +
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1 A/A2/A or better 6.0 24.0 0
2 A-/A3/A- 7.0 28.0 0
3 BBB+/Baa1/BBB+ 8.0 32.0 0
4 BBB/Baa2/BBB 10.0 40.0 0
5 BBB-/Baa3/BBB- 12.5 50.0 0
or worse
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"Debt Rating" means, as of any date of determination, the rating as
determined by S&P, Moody's and Fitch (collectively, the "Debt Ratings") of
the Company's non-credit-enhanced, senior unsecured long-term debt;
provided, that, if the Debt Ratings fall within different levels: (a) if
only two Rating Agencies provide a rating, (i) if one rating is one level
higher than the other rating, the Applicable Rate will be based on the
higher Debt Rating (with the Debt Rating for Pricing Level 1 being the
highest and the Debt Rating for Pricing Level 5 being the lowest) and (ii)
otherwise, the Applicable Rate will be based on the rating that is one
level lower than the higher rating and (b) otherwise, (i) if two of the
Debt Ratings are at the same level, the Applicable Rate will be based on
such level and (ii) if each of the three ratings fall within different
levels, then the Applicable Rate will be based on the Debt Rating that is
in between the highest and lowest rating.

Initially, the Applicable Rate shall be determined based upon the Debt Ratings
specified in the certificate delivered pursuant to Section 4.01(f)(iv).
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in any Debt Rating shall be effective, in the case of an
upgrade, during the period commencing on the date of delivery by the Company to
the Administrative Agent of notice thereof pursuant to Section 6.03(e) and
ending on the date immediately preceding the effective date of the next such
change and, in the case of a downgrade, during the period commencing on the date
of the public announcement thereof and ending on the date immediately preceding
the effective date of the next such change.

"Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

"Arrangers" means Banc of America Securities LLC and Wachovia Capital
Markets, LLC, in their capacities as lead arrangers.

"Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

"Attributable Indebtedness" means, without duplication, on any date, (a)
in respect of any Capital Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP, (b) in respect of any Off Balance Sheet Obligation which
is a lease, the capitalized amount of the remaining lease payments under the
relevant lease that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP if such lease were accounted for as a
capital lease, (c) in respect of any Permitted Receivables Purchase Facility,
the amount of Receivables Facility Attributed Indebtedness and (d) in respect of
any other Off Balance Sheet Obligation, the amount of such Obligations which
would reasonably be expected to be characterized as indebtedness upon the
insolvency or bankruptcy of such Person.

"Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.07, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

"Bank of America" means Bank of America, N.A. and its successors.

"Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change

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in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.

"Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

"Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

"Bid Borrowing" means a borrowing consisting of simultaneous Bid Loans of
the same Type from each of the Lenders whose offer to make one or more Bid Loans
as part of such borrowing has been accepted under the auction bidding procedures
described in Section 2.03.

"Bid Loan" has the meaning specified in Section 2.03(a).

"Bid Loan Lender" means, in respect of any Bid Loan, the Lender making
such Bid Loan to the Company.

"Bid Loan Sublimit" means an amount equal to $50,000,000. The Bid Loan
Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Bid Request" means a written request for one or more Bid Loans
substantially in the form of Exhibit B-1.

"Borrowing" means a Committed Borrowing, a Bid Borrowing or a Swing Line
Borrowing, as the context may require.

"Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a
Eurocurrency Rate Committed Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in Dollars in respect of any such
Eurocurrency Rate Committed Loan, or any other dealings in Dollars to be
carried out pursuant to this Agreement in respect of any such Eurocurrency
Rate Committed Loan, means any such day on which dealings in deposits in
Dollars are conducted by and between banks in the London interbank
eurodollar market;

(b) if such day relates to any interest rate settings as to a
Eurocurrency Rate Committed Loan denominated in Euro, any fundings,
disbursements, settlements and payments in Euro in respect of any such
Eurocurrency Rate Committed Loan, or any other dealings in Euro to be
carried out pursuant to this Agreement in respect of any such Eurocurrency
Rate Committed Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a
Eurocurrency Rate Committed Loan denominated in a currency other than
Dollars or Euro, means any such day on which dealings in deposits in the
relevant currency are conducted by and between banks in the London or
other applicable offshore interbank market for such currency; and;

(d) if such day relates to any fundings, disbursements, settlements
and payments in a currency other than Dollars or Euro in respect of a
Eurocurrency Rate Committed Loan denominated in a currency other than
Dollars or Euro, or any other dealings in any currency other than Dollars
or Euro to be carried out pursuant to this Agreement in respect of any
such Eurocurrency Rate Committed Loan (other than any interest rate
settings), means any such day on which banks are open for foreign exchange
business in the principal financial center of the country of such
currency.

"Canadian Dollar" means the lawful currency of Canada.

"Capital Lease" has the meaning specified in the definition of "Capital
Lease Obligations."

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"Capital Lease Obligations" means the principal component of all monetary
obligations of the Company or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, is classified as a capital
lease ("Capital Lease").

"Cash Collateralize" has the meaning specified in Section 2.04(g).

"Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule regulation or treaty or in
the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

"Change of Control" means any of the following: (i) any person or group of
persons (within the meaning of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d promulgated by the SEC under the
Exchange Act) of 30% or more of the issued and outstanding shares of the
Company's capital stock having the right to vote for the election of directors
of the Company under ordinary circumstances; or (ii) during any period of twelve
consecutive calendar months, individuals who at the beginning of such period
constituted the Company's board of directors (together with any new directors
whose election by the Company's board of directors or whose nomination for
election by the Company's stockholders was approved by a vote of a majority of
the directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office.

"Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

"Code" means the Internal Revenue Code of 1986, and all rules and
regulations promulgated thereunder.

"Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Company pursuant to Section 2.01, (b) purchase
participations in L/C Obligations, and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to
exceed the Dollar amount set forth opposite such Lender's name on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

"Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Committed Loans, having the same Interest Period made by each
of the Lenders pursuant to Section 2.01.

"Committed Loan" has the meaning specified in Section 2.01.

"Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Committed Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

"Company" has the meaning specified in the introductory paragraph hereto.

"Competitive Bid" means a written offer by a Lender to make one or more
Bid Loans, substantially in the form of Exhibit B-2, duly completed and signed
by a Lender.

"Compliance Certificate" means a certificate substantially in the form of
Exhibit E.

"Consolidated Debt" means, as of any date of determination, for the
Company and its Subsidiaries, without duplication, the sum of (a) all
Indebtedness of the Company determined on a consolidated basis in accordance
with GAAP, (b) Attributable Indebtedness in respect of Capital Leases, Off
Balance Sheet Obligations and a Permitted

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Receivables Purchase Facility, and (c) all Guaranty Obligations with respect to
debt of the types specified in subsections (a) and (b) above of Persons other
than the Company or any Subsidiary.

"Consolidated Interest Expense" means, for any period, the sum, without
duplication, of total interest expense (including that attributable to Capital
Leases in accordance with GAAP) of the Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of the Company
and its Subsidiaries, including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, but excluding, however, any amortization of deferred
financing costs, all as determined on a consolidated basis for the Company and
its consolidated Subsidiaries in accordance with GAAP plus the interest
component of Off Balance Sheet Obligations. Any calculation of pro forma
Consolidated Interest Expense with respect to an Acquisition shall be done on
the basis that (A) any Indebtedness incurred or assumed in connection with such
Acquisition was incurred or assumed at the beginning of the pro forma period,
(B) such Indebtedness was repaid from operating cash flow over the pro forma
period at the intervals and in the amounts reasonably projected to be paid in
respect of such Indebtedness over the 12-month period immediately following the
Acquisition and (C) if such Indebtedness bears a floating interest rate, such
interest shall be paid over the pro forma period at the rate in effect on the
date of such Acquisition.

"Consolidated Net Income" and "Consolidated Net Loss" mean, respectively,
with respect to any period for any Person, the aggregate of the net income
(loss) of such Person for such period, determined in accordance with GAAP on a
consolidated basis, provided that the net income (loss) of any other Person
which is not a Subsidiary shall be included in the Consolidated Net Income of
such Person only to the extent of the amount of cash dividends or distributions
paid to such Person or to a consolidated Subsidiary of such Person. There shall
be excluded from Consolidated Net Income (a) non-cash extraordinary losses as
long as no reserve is required to be established in accordance with GAAP and (b)
the excess (but not the deficit), if any, of (i) any gain which must be treated
as an extraordinary item under GAAP or any gain realized upon the sale or other
disposition of any real property or equipment that is not sold in the ordinary
course of business or of any capital stock of a Subsidiary of such Person over
(ii) any loss which is not excluded pursuant to subsection (a) above.

"Consolidated Net Worth" means, as of any date of determination, for the
Company and its Subsidiaries on a consolidated basis, shareholders' equity as of
that date determined in accordance with GAAP.

"Consolidated Total Assets" means the total assets of the Company and its
Subsidiaries determined in accordance with GAAP.

"Contingent Obligation" means, as to any Person, any direct or indirect
liability of that Person, whether or not contingent, with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations") of another Person (the "primary
obligor"), including any obligation of that Person (i) to purchase, repurchase
or otherwise acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such primary
obligation, or to maintain working capital or equity capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance sheet
item, level of income or financial condition of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to assure or hold
harmless the holder of any such primary obligation against loss in respect
thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments; (c) to purchase any
materials, supplies or other property from, or to obtain the services of,
another Person if the relevant contract or other related document or obligation
requires that payment for such materials, supplies or other property, or for
such services, shall be made regardless of whether delivery of such materials,
supplies or other property is ever made or tendered, or such services are ever
performed or tendered, or (d) in respect of any Swap Contract. The amount of any
Contingent Obligation shall (a) in the case of Guaranty Obligations, be deemed
equal to the stated or determinable amount of the primary obligation in respect
of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof
provided, that if any Guaranty Obligation (i) is limited to an amount less than
the obligations guaranteed or supported the amount of the corresponding
Contingent Obligation shall be equal to the lesser of the amount determined
pursuant to the initial clause of this sentence and the amount to which such
guaranty is so limited or (ii) is limited to recourse against a particular asset
or assets of such Person the amount of the

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<PAGE>

corresponding Contingent Obligation shall be equal to the lesser of the amount
determined pursuant to the initial clause of this sentence and the fair market
value of such asset or assets at the date for determination of the amount of the
Contingent Obligation, (b) in the case of other Contingent Obligations other
than in respect of Swap Contracts, be equal to the maximum reasonably
anticipated liability in respect thereof, and (c) in the case of Contingent
Obligations in respect of Swap Contracts, be equal to the Swap Termination
Value.

"Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

"Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

"Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

"Debt Rating" has the meaning set forth in the definition of "Applicable
Rate."

"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 any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

"Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurocurrency Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.

"Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute or unless such failure has been cured, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

"Disposition" has the meaning specified in Section 7.02.

"Dollar" and "$" mean lawful currency of the United States.

"Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

"Domestic Subsidiary" means any Subsidiary of the Company that is not a
Foreign Subsidiary.

"EBIT" means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a)
Consolidated Net Income for such period plus (b) all amounts treated as

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<PAGE>

expenses for interest plus (c) all accrued taxes plus (d) the interest component
with respect to Off Balance Sheet Obligations, in each case to the extent
included in the determination of such Consolidated Net Income.

"EBITDA" means, for any period, for the Company and its Subsidiaries on a
consolidated basis, determined in accordance with GAAP, the sum of (a) EBIT plus
(b) all amounts treated as expenses for depreciation or the amortization of
intangibles of any kind to the extent included in the determination of
Consolidated Net Income, provided that in the event of the occurrence of any
Acquisition or Disposition during such period, EBITDA shall be calculated on a
pro forma basis as if such Acquisition or Disposition occurred on the first day
of the relevant period such that, in the case of an Acquisition, all income and
expense associated with the assets or entity acquired in connection with such
Acquisition for the most recently ended four fiscal quarter period for which
such income and expense amounts are available shall be treated as earned or
incurred by the Company over the applicable period and, in the case of a
Disposition, all income and expense associated with the assets or entity sold or
transferred during such period shall be eliminated over the applicable period.

"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; and
(c) any other Person (other than a natural person) approved by (i) the
Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless
an Event of Default under Section 8.01(f) or 8.01(g) has occurred and is
continuing, or an Event of Default under Section 8.01(a) has occurred and is
continuing for 20 days or more, the Company (each such approval not to be
unreasonably withheld or delayed); provided that, notwithstanding the foregoing,
(x) any assignment to a Person that is not a commercial bank shall not become
effective without the consent of the Company if, after giving effect thereto,
such Person and its Affiliates would collectively hold more than 20% of the
Total Outstandings, (y) "Eligible Assignee" shall not include the Company or any
of the Company's Affiliates or Subsidiaries; and (z) prior to termination of the
Commitments, an Eligible Assignee shall include only a Lender, an Affiliate of a
Lender or another Person, which, through its Lending Offices, is capable of
lending the applicable Alternative Currencies to the Company without the
imposition of any Taxes or additional Taxes, as the case may be. The Company's
withholding of consent to an assignment, to the extent its consent is required
above, shall not be deemed unreasonable if the assignee is not a commercial
bank, savings and loan association or savings bank having a combined capital and
surplus of $200,000,000.

"EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

"EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

"Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment.

"Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters.

"ERISA" means the Employee Retirement Income Security Act of 1974, and all
rules and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations which is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the

8
<PAGE>

Company or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to
terminate, the treatment of a Plan amendment as a termination under Section 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e) an event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan
or Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Company or any ERISA Affiliate.

"Euro" and "EUR" means the lawful currency of the Participating Member
States introduced in accordance with EMU Legislation.

"Eurocurrency Base Rate" has the meaning specified in the definition of
"Eurocurrency Rate".

"Eurocurrency Bid Margin" means the margin above or below the Eurocurrency
Base Rate to be added to or subtracted from the Eurocurrency Base Rate, which
margin shall be expressed in multiples of 1/100th of one basis point.

"Eurocurrency Margin Bid Loan" means a Bid Loan that bears interest at a
rate based upon the Eurocurrency Base Rate. All Eurocurrency Margin Bid Loans
must be denominated in Dollars.

"Eurocurrency Rate" means for any Interest Period with respect to a
Eurocurrency Rate Loan, a rate per annum determined by the Administrative Agent
pursuant to the following formula:

Eurocurrency Base Rate
Eurocurrency Rate = --------------------------------------
1.00 - Eurocurrency Reserve Percentage

Where,

"Eurocurrency Base Rate" means, for such Interest Period:

(a) the rate per annum equal to the British Bankers Association
LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by the
Administrative Agent from time to time) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, for deposits in the relevant currency (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest
Period; or

(b) if such rate is not available at such time for any reason, then
the "Eurocurrency Base Rate" for such Interest Period shall be the rate
per annum determined by the Administrative Agent to be the rate at which
deposits in the relevant currency for delivery on the first day of such
Interest Period in Same Day Funds in the approximate amount of the
Eurocurrency Rate Loan being made, continued or converted by Bank of
America (or, in the case of a Bid Loan, the applicable Bid Loan Lender)
and with a term equivalent to such Interest Period would be offered by
Bank of America's (or such Bid Loan Lender's) London Branch (or other Bank
of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at
approximately 11:00 a.m. (London time) two Business Days prior to (or, in
the case of Eurocurrency Rate Loans denominated in Sterling, the same
Business Day as) the commencement of such Interest Period; or

(c) for any Interest Period with respect to any Eurocurrency Rate
Loan advanced by a Lender required to comply with the relevant
requirements of the Bank of England and the Financial Services Authority
of the United Kingdom, the sum of (i) the rate determined in accordance
with clauses (a) or (b) of this definition and (ii) the Mandatory Cost for
such Interest Period; or

(d) additionally, the Eurocurrency Base Rate for the initial
Interest Period with respect to the initial Committed Borrowing shall be
the rate per annum determined by the Administrative Agent to be the

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<PAGE>

rate 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
Eurocurrency Rate Committed Loan being made, continued or converted by
Bank of America and with a term equivalent to such Interest Period would
be offered by Bank of America's Grand Cayman Banking Center, Grand Cayman,
British West Indies, to major banks in the offshore interbank market for
Dollars on the first Business Day of such Interest Period.

"Eurocurrency Reserve Percentage" 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 FRB 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 Eurocurrency Rate for each outstanding Eurocurrency
Rate Loan shall be adjusted automatically as of the effective date of any
change in the Eurocurrency Reserve Percentage.

"Eurocurrency Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurocurrency Rate. Eurocurrency Rate Committed
Loans may be denominated in Dollars or in an Alternative Currency. All Committed
Loans denominated in an Alternative Currency must be Eurocurrency Rate Committed
Loans.

"Eurocurrency Rate Loan" means a Eurocurrency Rate Committed Loan or a
Eurocurrency Margin Bid Loan.

"Event of Default" has the meaning specified in Section 8.01.

"Exchange Act" means the Securities Exchange Act of 1934, and regulations
promulgated thereunder, in each case, as amended from time to time.

"Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of the Company hereunder, (a) taxes imposed on or
measured by its net income (however denominated), and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in which such Lender maintains a
lending office, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Company is located
and (c) in the case of a Lender (other than an assignee pursuant to a request by
the Company under Section 10.13), any withholding tax that is imposed on amounts
payable to such Lender at the time such Lender becomes a party hereto (or
designates a new Lending Office) or is attributable to such Lender's failure or
inability (other than as a result of a Change in Law) to comply with Section
3.01(e), except to the extent that such Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Company with respect to such withholding tax
pursuant to Section 3.01(a).

"Existing Credit Agreement" has the meaning specified in the recitals
hereto.

"Existing Lenders" shall have the meaning assigned to such term in the
preamble hereto.

"Existing Letters of Credit" has the meaning specified in Section
2.04(a)(i).

"Exiting Lenders" shall mean each of the Existing Lenders which is not a
Lender under this Agreement.

"Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall

10
<PAGE>

be the average rate (rounded upward, if necessary, to a whole multiple of 1/100
of 1%) charged to Bank of America on such day on such transactions as determined
by the Administrative Agent.

"Fee Letter" means the letter agreement, dated as of November 22, 2006,
among the Company, the Administrative Agent, Banc of America Securities LLC and
Wachovia Bank, National Association and Wachovia Capital Markets, LLC.

"Fitch" means Fitch Ratings Ltd. or any successor thereto.

"Foreign Lender" means any Lender that is not a U.S. person within the
meaning of Section 7701(a)(30) of the Code.

"Foreign Subsidiary" means any Subsidiary of the Company that (A) is
incorporated under the laws of a jurisdiction other than any State of the U.S.,
the District of Columbia or any territory, commonwealth or possession of the
U.S. and (B) maintains the major portion of its assets outside the U.S.

"FRB" means the Board of Governors of the Federal Reserve System of the
United States, and any Governmental Authority succeeding to any of its principal
functions.

"Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

"GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of (a) in the case of
any computation pursuant to Section 7.15, the date of this Agreement and (b) in
all other cases, the applicable date.

"Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

"Granting Lender" has the meaning specified in Section 10.06(h).

"Guaranty Obligation" has the meaning specified in the definition of
"Contingent Obligation."

"Indebtedness" of any Person means, without duplication, (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (e) all indebtedness
created or arising under any conditional sale or other title retention
agreement, or incurred as financing, in either case with respect to property
acquired by the Person (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or
sale of such property); (f) all Capital Lease Obligations and Off Balance Sheet
Obligations including all Receivables Facility Attributed Indebtedness; (g) all
indebtedness referred to in subsections (a) through (f) above secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or in property (including accounts
and contracts rights) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness; and (h) all
Guaranty Obligations in respect of indebtedness or obligations of others of the
kinds referred to in subsections (a) through (g) above. In the event any of the
foregoing Indebtedness is limited to recourse against a particular asset or
assets of such Person, the amount of

11

<PAGE>

the corresponding Indebtedness shall be equal to the lesser of the amount of
such Indebtedness and the fair market value of such asset or assets at the date
for determination of the amount of such Indebtedness. In addition, the amount of
any Indebtedness which is also a Contingent Obligation shall be determined as
provided in the definition of "Contingent Obligation."

For all purposes of this Agreement, the Indebtedness of any Person shall
include all Indebtedness of any partnership or Joint Venture or limited
liability company in which such Person is a general partner or a joint venturer
or a member, but in any such case, only to the extent any such Indebtedness is
recourse to such Person. The amount of any Capital Lease or Off Balance Sheet
Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Indemnified Person" has the meaning specified in Section 10.04(b).

"Independent Auditor" has the meaning specified in Section 6.01(a).

"Insolvency Proceeding" means, with respect to any Person, (a) any case,
action or proceeding with respect to such Person before any court or other
Governmental Authority relating to Debtor Relief Laws or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other, similar arrangement in respect of its creditors generally
or any substantial portion of its creditors, undertaken under Debtor Relief
Laws.

"Intercompany Indebtedness" means Indebtedness of the Company or any of
its Subsidiaries which, in the case of the Company, is owing to any Subsidiary
of the Company and which, in the case of any Subsidiary, is owing to the Company
or any of the Company's other Subsidiaries.

"Interest Coverage Ratio" means, as of any date of determination, the
ratio of EBITDA for the period of the four prior fiscal quarters ending on such
date to Consolidated Interest Expense for such period.

"Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

"Interest Period" means (a) as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case
of any Eurocurrency Rate Committed Loan) converted to or continued as a
Eurocurrency Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Company in its Committed Loan Notice or Bid
Request, as the case may be, or, in the case of Eurocurrency Rate Committed
Loans, nine or twelve months if requested by the Company and consented to by all
the Lenders; and (b) as to each Absolute Rate Loan, a period of not less than 7
days and not more than 183 days as selected by the Company in its Bid Request;
provided that:

(i) any Interest Period that would otherwise end on a day that is
not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day;

(ii) 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 end on the last Business Day of the calendar month at the
end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

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<PAGE>

"Inventory" means, inclusively, all inventory as defined in the Uniform
Commercial Code in effect in the State of Illinois from time to time and all
goods, merchandise and other personal property wherever located, now owned or
hereafter acquired by the Company or any of its Subsidiaries of every kind or
description which are held for sale or lease or are furnished or to be furnished
under a contract of service or are raw materials, work-in-process or materials
used or consumed or to be used or consumed in the Company's or any of its
Subsidiaries' business.

"Investments" has the meaning specified in Section 7.04.

"IRS" means the Internal Revenue Service, and any Governmental Authority
succeeding to any of its principal functions under the Code.

"ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

"Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

"Joint Venture" means a single-purpose corporation, partnership, limited
liability company, joint venture or other similar legal arrangement (whether
created by contract or conducted through a separate legal entity) now or
hereafter formed by the Company or any of its Subsidiaries with another Person
in order to conduct a common venture or enterprise with such Person.

"L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

"L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated
in Dollars.

"L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

"L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.

"L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.09. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

"Laws" means, collectively, all international, foreign, federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, licenses, authorizations and permits of, and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.

"Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the Swing Line Lender.

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<PAGE>

"Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

"Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit. Letter of Credit may be issued
in Dollars or in an Alternative Currency.

"Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

"Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

"Letter of Credit Fee" has the meaning specified in Section 2.04(i).

"Letter of Credit Sublimit" means an amount equal to $50,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

"Leverage Ratio" means, as of any date of determination, for the Company
and its Subsidiaries, the ratio of (a) Consolidated Debt as of such date to (b)
EBITDA for the period of the four fiscal quarters ending on such date.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing), but, in any
such case, not including the interest of a lessor under an operating lease which
does not constitute Off Balance Sheet Obligations or the interest of a purchaser
of Accounts Receivable under any Permitted Receivables Purchase Facility.

"Loan" means an extension of credit by a Lender to the Company under
Article II in the form of a Committed Loan, a Bid Loan or a Swing Line Loan.

"Loan Documents" means this Agreement, each Note, each Issuer Document and
the Fee Letter.

"Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01.

"Margin Stock" means "margin stock" as such term is defined in Regulation
T, U or X of the FRB.

"Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, or financial
condition of the Company and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of the Company and its Subsidiaries to perform under
any material Loan Document; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against the Company or any Subsidiary
of any material Loan Document.

"Material Subsidiary" means, at any time, any Subsidiary having at such
time total assets, as of the last day of the preceding fiscal quarter, having a
net book value in excess of 10% of Consolidated Total Assets, based upon the
Company's most recent annual or quarterly financial statements delivered to the
Administrative Agent under Section 6.01.

"Maturity Date" means December 21, 2011, provided that, if such date is
not a Business Day, the Maturity Date shall be the next preceding Business Day,
subject to extension (in the case of each Lender consenting thereto) as provided
in Section 2.16.

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"Moody's" means Moody's Investors Service, Inc. and any successor thereto.

"Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

"Note" means a promissory note made by the Company in favor of a Lender
evidencing Loans made by such Lender, substantially in the form of Exhibit D.

"Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, the Company arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against the Company or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign
Assets Control.

"Off Balance Sheet Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b)
an agreement for the use or possession of property creating obligations that do
not appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment), or (c) Attributable
Indebtedness and other obligations in respect of a Permitted Receivables
Purchase Facility. The interest component of Off Balance Sheet Obligations shall
mean in the case of a lease, those monetary obligations which would, in
accordance with GAAP, be treated as interest if such lease was a Capital Lease,
and in all other cases shall be the amount which would be characterized as
interest upon the insolvency or bankruptcy of such Person (assuming, for
purposes of any Permitted Receivables Purchase Facility, that such sale does not
constitute a true sale).

"Organization Documents" means, for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

"Other Taxes" means any present or future stamp, court or documentary
taxes or any other excise or property taxes, charges or similar levies which
arise from any payment made hereunder or from the execution, delivery,
performance, enforcement or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

"Outstanding Amount" means (i) with respect to Committed Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; (ii) with respect to Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (iii) with respect to any L/C Obligations on
any date, the Dollar Equivalent amount of the aggregate outstanding amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements by the Company of Unreimbursed Amounts.

"Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with

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respect to which such rate is being determined, would be offered for such day by
a branch or Affiliate of Bank of America in the applicable offshore interbank
market for such currency to major banks in such interbank market.

"Participant" has the meaning specified in Section 10.06(d).

"Participating Member State" means each state so described in any EMU
Legislation.

"Participating Subsidiary" means any Subsidiary of the Company that is a
participant in any Permitted Receivables Purchase Facility.

"PBGC" means the Pension Benefit Guaranty Corporation, or any Governmental
Authority succeeding to any of its principal functions under ERISA.

"Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

"Permitted Acquisition" means any Acquisition by the Company or a
Subsidiary of the Company if all of the following conditions are met:

(a) no Default or Event of Default has occurred and is continuing or
would result therefrom; and

(b) the prior, effective written consent or approval of such
Acquisition by the board of directors or equivalent governing body of the
acquiree is obtained.

"Permitted Liens" has the meaning specified in Section 7.01.

"Permitted Receivables Purchase Facility" means any receivables financing
program providing for the sale or contribution of Accounts Receivable by the
Company and its Participating Subsidiaries directly or indirectly to the
Receivables Subsidiary in transactions purporting to be sales (and treated as
sales for GAAP purposes), which Receivables Subsidiary shall finance the
purchase of such Accounts Receivable by the sale, transfer, conveyance, lien or
pledge of such Accounts Receivable to one or more limited purpose financing
companies, special purpose entities and/or other financial institutions, in each
case, on a basis that does not provide, directly or indirectly, for recourse
against the seller of such Accounts Receivable (or against any of such seller's
Affiliates other than the Receivables Subsidiary) by way of a guaranty or any
other support arrangement, with respect to the amount of such Accounts
Receivable (based on the financial condition or circumstances of the obligor
thereunder), other than such limited recourse as is reasonable given market
standards for transactions of a similar type, taking into account such factors
as historical bad debt loss experience and obligor concentration levels;
provided that any such transaction described in the foregoing clause shall be
consummated pursuant to documentation in form and substance reasonably
satisfactory to Agent, as evidenced by its written approval thereof.

"Permitted Swap Obligations" means all obligations (contingent or
otherwise) of the Company or any Subsidiary existing or arising under Swap
Contracts, provided that each of the following criteria is satisfied: (a) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments or assets held or reasonably anticipated by such
Person, or changes in the value of securities issued by such Person in
conjunction with a securities repurchase program not otherwise prohibited
hereunder, and not for purposes of speculation or taking a "market view;" and
(b) such Swap Contracts do not contain any provision ("walk-away" provision)
exonerating the non-defaulting party from its obligation to make payments on
outstanding transactions to the defaulting party.

"Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

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"Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Company or an ERISA Affiliate sponsors or maintains or to which
the Company or an ERISA Affiliate makes, is making, or is obligated to make
contributions and includes any Pension Plan.

"Rating Agency" shall mean Moody's, Standard & Poor's or Fitch, as
applicable.

"Receivables Facility Attributed Indebtedness" at any time shall mean the
aggregate net outstanding amount theretofore paid to the Receivables Subsidiary
in respect of the Accounts Receivable sold or transferred by it in connection
with a Permitted Receivables Purchase Facility (it being the intent of the
parties that the amount of Receivables Facility Attributed Indebtedness at any
time outstanding approximate as closely as possible the principal amount of
Indebtedness which would be outstanding at such time under such Permitted
Receivables Purchase Facility if the same were structured as a secured lending
agreement rather than a purchase agreement).

"Receivables Subsidiary" means IDEX Receivables Corporation and any other
special purpose, bankruptcy remote Wholly-Owned Subsidiary of the Company which
may be formed for the sole and exclusive purpose of engaging in activities in
connection with the purchase, sale and financing of Accounts Receivable in
connection with and pursuant to a Permitted Receivables Purchase Facility.

"Refinancing Indebtedness" means Indebtedness incurred to refinance other
Indebtedness as long as such refinancing does not (i) result in an increase in
the total principal amount thereof by an amount in excess of accrued interest,
call premiums and expenses incurred in connection with such refinancing or (ii)
create Indebtedness with a weighted average life to maturity that is less than
the weighted average life to maturity of the Indebtedness being refinanced or
shorten the final maturity of the Indebtedness being refinanced, provided that
if such Indebtedness being refinanced is Indebtedness of the Company, then such
Refinancing Indebtedness shall be Indebtedness solely of the Company.

"Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

"Reportable Event" means, any of the events set forth in Section 4043(c)
of ERISA or the regulations thereunder, other than any such event for which the
30-day notice requirement under ERISA has been waived in regulations issued by
the PBGC.

"Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to a Bid Loan, a Bid Request, (c) with respect to an L/C Credit
Extension, a Letter of Credit Application, and (d) with respect to a Swing Line
Loan, a Swing Line Loan Notice.

"Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

"Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

"Responsible Officer" means the chief executive officer, the chief
operating officer, the president, the chief financial officer, the controller or
the treasurer of the Company, or any other officer having substantially the same
authority and responsibility.

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"Restatement Date" the date on which all of the conditions precedent set
forth in Section 4.01 shall have been satisfied or waived, which date is
December 21, 2006.

"Restricted Payment" has the meaning specified in Section 7.08.

"Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by the L/C
Issuer under any Letter of Credit denominated in an Alternative Currency, (iv)
in the case of the Existing Letters of Credit, the Closing Date, and (v) such
additional dates as the Administrative Agent or the L/C Issuer shall determine
or the Required Lenders shall require.

"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

"Sale and Leaseback Transaction" means any arrangement, directly or
indirectly, whereby a seller or transferor shall sell or otherwise transfer any
real or personal property and then or thereafter lease, or repurchase under an
extended purchase contract, conditional sales or other title retention
agreement, the same or similar property.

"Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the L/C Issuer, as the case may be, to
be customary in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Alternative Currency.

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

"SPC" has the meaning specified in Section 10.06(h).

"Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

"Spot Rate" for a currency means the rate determined by the Administrative
Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person
acting in such capacity as the spot rate for the purchase by such Person of such
currency with another currency through its principal foreign exchange trading
office at approximately 11:00 a.m. on the date two Business Days prior to the
date as of which the foreign exchange computation is made; provided that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another
financial institution designated by the Administrative Agent or the L/C Issuer
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency; and provided further
that the L/C Issuer may use such spot rate quoted on the date as of which the
foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

"Sterling" and "(pound)" mean the lawful currency of the United Kingdom.

"Subordinated Debt" shall mean all unsecured Indebtedness of the Company
for money borrowed which is subordinated in form and substance to the
Obligations, and which has terms of payment, covenants and remedies, all
satisfactory to the Required Lenders as evidenced by their written approval
thereof.

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"Subsidiary" of a Person means any corporation, association, partnership,
limited liability company, joint venture or other business entity of which more
than 50% of the securities, membership interests or other equity interests
having ordinary voting power for the election of directors or other governing
body are at the time beneficially owned or controlled directly or indirectly by
the Person, or one or more of the Subsidiaries of the Person, or a combination
thereof. Unless the context otherwise clearly requires, references herein to a
"Subsidiary" refer to a Subsidiary of the Company.

"Surety Instruments" means all letters of credit (including standby and
commercial), banker's acceptances, bank guaranties, shipside bonds, surety bonds
and similar instruments.

"Swap Contract" means any agreement, whether or not in writing, relating
to any transaction that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap or option, bond,
note or bill option, interest rate option, forward foreign exchange transaction,
cap, collar or floor transaction, currency swap, cross-currency rate swap,
swaption, currency option or any other, similar transaction (including any
option to enter into any of the foregoing) or any combination of the foregoing,
and, unless the context otherwise clearly requires, any master agreement
relating to or governing any or all of the foregoing.

"Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in subsection (a) the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined by the
Company based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include any
Lender).

"Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.05.

"Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

"Swing Line Loan" has the meaning specified in Section 2.05(a).

"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.05(b), which, if in writing, shall be substantially in the form of
Exhibit C.

"Swing Line Sublimit" means an amount equal to the lesser of (a)
$25,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

"Swiss Franc" means the lawful currency of Switzerland.

"TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

"Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other similar charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto not attributable to the gross negligence or willful
misconduct of the Lender or Administrative Agent, as applicable.

"Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

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"Type" means (a) with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its
character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.

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

"United States" and "U.S." each means the United States of America.

"Unreimbursed Amount" has the meaning specified in Section 2.04(c)(i).

"Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the Company, or by one or more of the
other Wholly-Owned Subsidiaries, or both.

"Yen" and "(yen)" mean the lawful currency of Japan.

B. OTHER INTERPRETIVE PROVISIONS. WITH REFERENCE TO THIS AGREEMENT AND
EACH OTHER LOAN DOCUMENT, UNLESS OTHERWISE SPECIFIED HEREIN OR IN SUCH OTHER
LOAN DOCUMENT:

1. THE DEFINITIONS OF TERMS HEREIN SHALL APPLY EQUALLY TO THE SINGULAR AND
PLURAL FORMS OF THE TERMS DEFINED. WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUN
SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND NEUTER FORMS. THE WORDS
"INCLUDE," "INCLUDES" AND "INCLUDING" SHALL BE DEEMED TO BE FOLLOWED BY THE
PHRASE "WITHOUT LIMITATION." THE WORD "WILL" SHALL BE CONSTRUED TO HAVE THE SAME
MEANING AND EFFECT AS THE WORD "SHALL." UNLESS THE CONTEXT REQUIRES OTHERWISE,
(I) ANY DEFINITION OF OR REFERENCE TO ANY AGREEMENT, INSTRUMENT OR OTHER
DOCUMENT (INCLUDING ANY ORGANIZATION DOCUMENT) SHALL BE CONSTRUED AS REFERRING
TO SUCH AGREEMENT, INSTRUMENT OR OTHER DOCUMENT AS FROM TIME TO TIME AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED (SUBJECT TO ANY RESTRICTIONS ON SUCH
AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS SET FORTH HEREIN OR IN ANY OTHER LOAN
DOCUMENT), (II) ANY REFERENCE HEREIN TO ANY PERSON SHALL BE CONSTRUED TO INCLUDE
SUCH PERSON'S SUCCESSORS AND ASSIGNS, (III) THE WORDS "HEREIN," "HEREOF" AND
"HEREUNDER," AND WORDS OF SIMILAR IMPORT WHEN USED IN ANY LOAN DOCUMENT, SHALL
BE CONSTRUED TO REFER TO SUCH LOAN DOCUMENT IN ITS ENTIRETY AND NOT TO ANY
PARTICULAR PROVISION THEREOF, (IV) ALL REFERENCES IN A LOAN DOCUMENT TO
ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES SHALL BE CONSTRUED TO REFER TO
ARTICLES AND SECTIONS OF, AND EXHIBITS AND SCHEDULES TO, THE LOAN DOCUMENT IN
WHICH SUCH REFERENCES APPEAR, (V) ANY REFERENCE TO ANY LAW SHALL INCLUDE ALL
STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING REPLACING OR
INTERPRETING SUCH LAW AND ANY REFERENCE TO ANY LAW OR REGULATION SHALL, UNLESS
OTHERWISE SPECIFIED, REFER TO SUCH LAW OR REGULATION AS AMENDED, MODIFIED OR
SUPPLEMENTED FROM TIME TO TIME, AND (VI) THE WORDS "ASSET" AND "PROPERTY" SHALL
BE CONSTRUED TO HAVE THE SAME MEANING AND EFFECT AND TO REFER TO ANY AND ALL
TANGIBLE AND INTANGIBLE ASSETS AND PROPERTIES, INCLUDING CASH, SECURITIES,
ACCOUNTS AND CONTRACT RIGHTS.

2. IN THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED DATE TO A LATER
SPECIFIED DATE, THE WORD "FROM" MEANS "FROM AND INCLUDING;" THE WORDS "TO" AND
"UNTIL" EACH MEAN "TO BUT EXCLUDING;" AND THE WORD "THROUGH" MEANS "TO AND
INCLUDING."

3. SECTION HEADINGS HEREIN AND IN THE OTHER LOAN DOCUMENTS ARE INCLUDED
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

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C. ACCOUNTING TERMS.

1. GENERALLY. ALL ACCOUNTING TERMS NOT SPECIFICALLY OR COMPLETELY DEFINED
HEREIN SHALL BE CONSTRUED IN CONFORMITY WITH, AND ALL FINANCIAL DATA (INCLUDING
FINANCIAL RATIOS AND OTHER FINANCIAL CALCULATIONS) REQUIRED TO BE SUBMITTED
PURSUANT TO THIS AGREEMENT SHALL BE PREPARED IN CONFORMITY WITH, GAAP APPLIED ON
A CONSISTENT BASIS, AS IN EFFECT FROM TIME TO TIME, APPLIED IN A MANNER
CONSISTENT WITH THAT USED IN PREPARING THE COMPANY'S AUDITED FINANCIAL
STATEMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PRESCRIBED HEREIN.

2. CHANGES IN GAAP. IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE
COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN
DOCUMENT, AND EITHER THE COMPANY OR THE REQUIRED LENDERS SHALL SO REQUEST, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE COMPANY SHALL NEGOTIATE IN GOOD FAITH
TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF IN
LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED LENDERS);
PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL CONTINUE TO
BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND (II) IN THE
EVENT OF ANY REQUEST TO NEGOTIATE TO AMEND PURSUANT TO THIS SECTION, THE COMPANY
SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS FINANCIAL STATEMENTS
AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS REASONABLY REQUESTED
HEREUNDER SETTING FORTH A RECONCILIATION BETWEEN CALCULATIONS OF SUCH RATIO OR
REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO SUCH CHANGE IN GAAP.

D. EXCHANGE RATES; CURRENCY EQUIVALENTS.

1. THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE, SHALL
DETERMINE THE SPOT RATES AS OF EACH REVALUATION DATE TO BE USED FOR CALCULATING
DOLLAR EQUIVALENT AMOUNTS OF CREDIT EXTENSIONS AND OUTSTANDING AMOUNTS
DENOMINATED IN ALTERNATIVE CURRENCIES. SUCH SPOT RATES SHALL BECOME EFFECTIVE AS
OF SUCH REVALUATION DATE AND SHALL BE THE SPOT RATES EMPLOYED IN CONVERTING ANY
AMOUNTS BETWEEN THE APPLICABLE CURRENCIES UNTIL THE NEXT REVALUATION DATE TO
OCCUR. EXCEPT FOR PURPOSES OF FINANCIAL STATEMENTS DELIVERED BY THE COMPANY
HEREUNDER OR CALCULATING FINANCIAL COVENANTS HEREUNDER OR EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE APPLICABLE AMOUNT OF ANY CURRENCY (OTHER THAN DOLLARS) FOR
PURPOSES OF THE LOAN DOCUMENTS SHALL BE SUCH DOLLAR EQUIVALENT AMOUNT AS SO
DETERMINED BY THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS APPLICABLE.

2. WHEREVER IN THIS AGREEMENT IN CONNECTION WITH A COMMITTED BORROWING,
CONVERSION, CONTINUATION OR PREPAYMENT OF A EUROCURRENCY RATE LOAN OR THE
ISSUANCE, AMENDMENT OR EXTENSION OF A LETTER OF CREDIT, AN AMOUNT, SUCH AS A
REQUIRED MINIMUM OR MULTIPLE AMOUNT, IS EXPRESSED IN DOLLARS, BUT SUCH COMMITTED
BORROWING, EUROCURRENCY RATE LOAN OR LETTER OF CREDIT IS DENOMINATED IN AN
ALTERNATIVE CURRENCY, SUCH AMOUNT SHALL BE THE RELEVANT ALTERNATIVE CURRENCY
EQUIVALENT OF SUCH DOLLAR AMOUNT (ROUNDED TO THE NEAREST UNIT OF SUCH
ALTERNATIVE CURRENCY, WITH 0.5 OF A UNIT BEING ROUNDED UPWARD), AS DETERMINED BY
THE ADMINISTRATIVE AGENT OR THE L/C ISSUER, AS THE CASE MAY BE.

E. ADDITIONAL ALTERNATIVE CURRENCIES.

1. THE COMPANY MAY FROM TIME TO TIME REQUEST THAT EUROCURRENCY RATE LOANS
BE MADE AND/OR LETTERS OF CREDIT BE ISSUED IN A CURRENCY OTHER THAN THOSE
SPECIFICALLY LISTED IN THE DEFINITION OF "ALTERNATIVE CURRENCY;" PROVIDED THAT
SUCH REQUESTED CURRENCY IS A LAWFUL CURRENCY (OTHER THAN DOLLARS) THAT IS
READILY AVAILABLE AND FREELY TRANSFERABLE AND CONVERTIBLE INTO DOLLARS. IN THE
CASE OF ANY SUCH REQUEST WITH RESPECT TO THE MAKING OF EUROCURRENCY RATE LOANS,
SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF THE ADMINISTRATIVE AGENT AND
EACH OF THE LENDERS; AND IN THE CASE OF ANY SUCH REQUEST WITH RESPECT TO THE
ISSUANCE OF LETTERS OF CREDIT, SUCH REQUEST SHALL BE SUBJECT TO THE APPROVAL OF
THE ADMINISTRATIVE AGENT AND THE L/C ISSUER.

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2. ANY SUCH REQUEST SHALL BE MADE TO THE ADMINISTRATIVE AGENT NOT LATER
THAN 11:00 A.M., 10 BUSINESS DAYS PRIOR TO THE DATE OF THE DESIRED CREDIT
EXTENSION (OR SUCH OTHER TIME OR DATE AS MAY BE AGREED BY THE ADMINISTRATIVE
AGENT AND, IN THE CASE OF ANY SUCH REQUEST PERTAINING TO LETTERS OF CREDIT, THE
L/C ISSUER, IN ITS OR THEIR SOLE DISCRETION). IN THE CASE OF ANY SUCH REQUEST
PERTAINING TO EUROCURRENCY RATE LOANS, THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY EACH LENDER THEREOF; AND IN THE CASE OF ANY SUCH REQUEST PERTAINING TO
LETTERS OF CREDIT, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE L/C ISSUER
THEREOF. EACH LENDER (IN THE CASE OF ANY SUCH REQUEST PERTAINING TO EUROCURRENCY
RATE LOANS) OR THE L/C ISSUER (IN THE CASE OF A REQUEST PERTAINING TO LETTERS OF
CREDIT) SHALL NOTIFY THE ADMINISTRATIVE AGENT, NOT LATER THAN 11:00 A.M., TEN
BUSINESS DAYS AFTER RECEIPT OF SUCH REQUEST WHETHER IT CONSENTS, IN ITS SOLE
DISCRETION, TO THE MAKING OF EUROCURRENCY RATE LOANS OR THE ISSUANCE OF LETTERS
OF CREDIT, AS THE CASE MAY BE, IN SUCH REQUESTED CURRENCY.

3. ANY FAILURE BY A LENDER OR THE L/C ISSUER, AS THE CASE MAY BE, TO
RESPOND TO SUCH REQUEST WITHIN THE TIME PERIOD SPECIFIED IN THE PRECEDING
SENTENCE SHALL BE DEEMED TO BE A REFUSAL BY SUCH LENDER OR THE L/C ISSUER, AS
THE CASE MAY BE, TO PERMIT EUROCURRENCY RATE LOANS TO BE MADE OR LETTERS OF
CREDIT TO BE ISSUED IN SUCH REQUESTED CURRENCY. IF THE ADMINISTRATIVE AGENT AND
ALL THE LENDERS CONSENT TO MAKING EUROCURRENCY RATE LOANS IN SUCH REQUESTED
CURRENCY, THE ADMINISTRATIVE AGENT SHALL SO NOTIFY THE COMPANY AND SUCH CURRENCY
SHALL THEREUPON BE DEEMED FOR ALL PURPOSES TO BE AN ALTERNATIVE CURRENCY
HEREUNDER FOR PURPOSES OF ANY COMMITTED BORROWINGS OF EUROCURRENCY RATE LOANS;
AND IF THE ADMINISTRATIVE AGENT AND THE L/C ISSUER CONSENT TO THE ISSUANCE OF
LETTERS OF CREDIT IN SUCH REQUESTED CURRENCY, THE ADMINISTRATIVE AGENT SHALL SO
NOTIFY THE COMPANY AND SUCH CURRENCY SHALL THEREUPON BE DEEMED FOR ALL PURPOSES
TO BE AN ALTERNATIVE CURRENCY HEREUNDER FOR PURPOSES OF ANY LETTER OF CREDIT
ISSUANCES. IF THE ADMINISTRATIVE AGENT SHALL FAIL TO OBTAIN CONSENT TO ANY
REQUEST FOR AN ADDITIONAL CURRENCY UNDER THIS SECTION 1.05, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY SO NOTIFY THE COMPANY.

F. CHANGE OF CURRENCY.

1. EACH OBLIGATION OF THE COMPANY TO MAKE A PAYMENT DENOMINATED IN THE
NATIONAL CURRENCY UNIT OF ANY MEMBER STATE OF THE EUROPEAN UNION THAT ADOPTS THE
EURO AS ITS LAWFUL CURRENCY AFTER THE DATE HEREOF SHALL BE REDENOMINATED INTO
EURO AT THE TIME OF SUCH ADOPTION (IN ACCORDANCE WITH THE EMU LEGISLATION). IF,
IN RELATION TO THE CURRENCY OF ANY SUCH MEMBER STATE, THE BASIS OF ACCRUAL OF
INTEREST EXPRESSED IN THIS AGREEMENT IN RESPECT OF THAT CURRENCY SHALL BE
INCONSISTENT WITH ANY CONVENTION OR PRACTICE IN THE LONDON INTERBANK MARKET FOR
THE BASIS OF ACCRUAL OF INTEREST IN RESPECT OF THE EURO, SUCH EXPRESSED BASIS
SHALL BE REPLACED BY SUCH CONVENTION OR PRACTICE WITH EFFECT FROM THE DATE ON
WHICH SUCH MEMBER STATE ADOPTS THE EURO AS ITS LAWFUL CURRENCY; PROVIDED THAT IF
ANY COMMITTED BORROWING IN THE CURRENCY OF SUCH MEMBER STATE IS OUTSTANDING
IMMEDIATELY PRIOR TO SUCH DATE, SUCH REPLACEMENT SHALL TAKE EFFECT, WITH RESPECT
TO SUCH COMMITTED BORROWING, AT THE END OF THE THEN CURRENT INTEREST PERIOD.

2. EACH PROVISION OF THIS AGREEMENT SHALL BE SUBJECT TO SUCH REASONABLE
CHANGES OF CONSTRUCTION AS THE ADMINISTRATIVE AGENT, WITH THE CONSENT OF THE
COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), MAY FROM TIME TO
TIME SPECIFY TO BE APPROPRIATE TO REFLECT THE ADOPTION OF THE EURO BY ANY MEMBER
STATE OF THE EUROPEAN UNION AND ANY RELEVANT MARKET CONVENTIONS OR PRACTICES
RELATING TO THE EURO.

3. EACH PROVISION OF THIS AGREEMENT ALSO SHALL BE SUBJECT TO SUCH
REASONABLE CHANGES OF CONSTRUCTION AS THE ADMINISTRATIVE AGENT, WITH THE CONSENT
OF THE COMPANY (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), MAY FROM TIME
TO TIME SPECIFY TO BE APPROPRIATE TO REFLECT A CHANGE IN CURRENCY OF ANY OTHER
COUNTRY AND ANY RELEVANT MARKET CONVENTIONS OR PRACTICES RELATING TO THE CHANGE
IN CURRENCY.

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G. ROUNDING. ANY FINANCIAL RATIOS REQUIRED TO BE MAINTAINED BY THE
COMPANY PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY DIVIDING THE
APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT TO ONE PLACE
MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED HEREIN AND
ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A ROUNDING-UP IF
THERE IS NO NEAREST NUMBER).

H. TIMES OF DAY. UNLESS OTHERWISE SPECIFIED, ALL REFERENCES HEREIN TO
TIMES OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).

I. LETTER OF CREDIT AMOUNTS. UNLESS OTHERWISE SPECIFIED HEREIN, THE
AMOUNT OF A LETTER OF CREDIT AT ANY TIME SHALL BE DEEMED TO BE THE DOLLAR
EQUIVALENT OF THE STATED AMOUNT OF SUCH LETTER OF CREDIT IN EFFECT AT SUCH TIME;
PROVIDED, HOWEVER, THAT WITH RESPECT TO ANY LETTER OF CREDIT THAT, BY ITS TERMS
OR THE TERMS OF ANY ISSUER DOCUMENT RELATED THERETO, PROVIDES FOR ONE OR MORE
AUTOMATIC INCREASES IN THE STATED AMOUNT THEREOF, THE AMOUNT OF SUCH LETTER OF
CREDIT SHALL BE DEEMED TO BE THE DOLLAR EQUIVALENT OF THE MAXIMUM STATED AMOUNT
OF SUCH LETTER OF CREDIT AFTER GIVING EFFECT TO ALL SUCH INCREASES, WHETHER OR
NOT SUCH MAXIMUM STATED AMOUNT IS IN EFFECT AT SUCH TIME.

II. THE CREDITS

A. COMMITTED LOANS. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE LOANS (EACH SUCH LOAN, A "COMMITTED
LOAN") TO THE COMPANY IN DOLLARS OR IN ONE OR MORE ALTERNATIVE CURRENCIES FROM
TIME TO TIME, ON ANY BUSINESS DAY DURING THE AVAILABILITY PERIOD, IN AN
AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME OUTSTANDING THE AMOUNT OF SUCH
LENDER'S COMMITMENT; PROVIDED, HOWEVER, THAT AFTER GIVING EFFECT TO ANY
COMMITTED BORROWING, (I) THE TOTAL OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE
COMMITMENTS, (II) THE AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY
LENDER, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF
ALL L/C OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S COMMITMENT, AND
(III) THE AGGREGATE OUTSTANDING AMOUNT OF ALL COMMITTED LOANS DENOMINATED IN
ALTERNATIVE CURRENCIES SHALL NOT EXCEED THE ALTERNATIVE CURRENCY SUBLIMIT.
WITHIN THE LIMITS OF EACH LENDER'S COMMITMENT, AND SUBJECT TO THE OTHER TERMS
AND CONDITIONS HEREOF, THE COMPANY MAY BORROW UNDER THIS SECTION 2.01, PREPAY
UNDER SECTION 2.06, AND REBORROW UNDER THIS SECTION 2.01. COMMITTED LOANS MAY BE
BASE RATE LOANS OR EUROCURRENCY RATE LOANS, AS FURTHER PROVIDED HEREIN.

B. BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

1. EACH COMMITTED BORROWING, EACH CONVERSION OF COMMITTED LOANS FROM ONE
TYPE TO THE OTHER, AND EACH CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS
SHALL BE MADE UPON THE COMPANY'S IRREVOCABLE NOTICE TO THE ADMINISTRATIVE AGENT,
WHICH MAY BE GIVEN BY TELEPHONE. EACH SUCH NOTICE MUST BE RECEIVED BY THE
ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (I) THREE BUSINESS DAYS PRIOR TO
THE REQUESTED DATE OF ANY BORROWING OF, CONVERSION TO OR CONTINUATION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN DOLLARS OR OF ANY CONVERSION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN DOLLARS TO BASE RATE COMMITTED
LOANS, (II) FOUR BUSINESS DAYS (OR FIVE BUSINESS DAYS IN THE CASE OF A SPECIAL
NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF ANY BORROWING OR CONTINUATION OF
EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN ALTERNATIVE CURRENCIES, (III)
ON THE REQUESTED DATE OF ANY BORROWING OF BASE RATE COMMITTED LOANS, AND (IV) ON
THE CLOSING DATE WITH RESPECT TO THE INITIAL BORROWING OF COMMITTED LOANS TO THE
EXTENT THE INTEREST RATE ON SUCH COMMITTED LOANS IS DETERMINED WITH REFERENCE TO
CLAUSE (D) OF THE DEFINITION OF EUROCURRENCY BASE RATE FOR A ONE MONTH INTEREST
PERIOD; PROVIDED, HOWEVER, THAT IF THE COMPANY WISHES TO REQUEST EUROCURRENCY
RATE COMMITTED LOANS HAVING AN INTEREST PERIOD OTHER THAN ONE, TWO, THREE OR SIX
MONTHS IN DURATION AS PROVIDED IN THE DEFINITION OF "INTEREST PERIOD," THE
APPLICABLE NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN
11:00 A.M. (I) FOUR BUSINESS DAYS PRIOR TO THE REQUESTED DATE

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OF SUCH BORROWING, CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED
LOANS DENOMINATED IN DOLLARS, OR (II) FIVE BUSINESS DAYS (OR SIX BUSINESS DAYS
IN THE CASE OF A SPECIAL NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF SUCH
BORROWING, CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS
DENOMINATED IN ALTERNATIVE CURRENCIES, WHEREUPON THE ADMINISTRATIVE AGENT SHALL
GIVE PROMPT NOTICE TO THE LENDERS OF SUCH REQUEST AND DETERMINE WHETHER THE
REQUESTED INTEREST PERIOD IS ACCEPTABLE TO ALL OF THEM. NOT LATER THAN 11:00
A.M., (I) THREE BUSINESS DAYS BEFORE THE REQUESTED DATE OF SUCH BORROWING,
CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN
DOLLARS, OR (II) FOUR BUSINESS DAYS (OR FIVE BUSINESS DAYS IN THE CASE OF A
SPECIAL NOTICE CURRENCY) PRIOR TO THE REQUESTED DATE OF SUCH BORROWING,
CONVERSION OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS DENOMINATED IN
ALTERNATIVE CURRENCIES, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY (WHICH
NOTICE MAY BE BY TELEPHONE) WHETHER OR NOT THE REQUESTED INTEREST PERIOD HAS
BEEN CONSENTED TO BY ALL THE LENDERS. EACH TELEPHONIC NOTICE BY THE COMPANY
PURSUANT TO THIS SECTION 2.02(A) MUST BE CONFIRMED PROMPTLY BY DELIVERY TO THE
ADMINISTRATIVE AGENT OF A WRITTEN COMMITTED LOAN NOTICE, APPROPRIATELY COMPLETED
AND SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY. EACH BORROWING OF,
CONVERSION TO OR CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS SHALL BE IN A
PRINCIPAL AMOUNT OF $3,000,000 OR A WHOLE MULTIPLE OF $1,000,000 IN EXCESS
THEREOF. EXCEPT AS PROVIDED IN SECTIONS 2.04(C) AND 2.05(C), EACH BORROWING OF
OR CONVERSION TO BASE RATE COMMITTED LOANS SHALL BE IN A PRINCIPAL AMOUNT OF
$1,000,000 OR A WHOLE MULTIPLE OF $100,000 IN EXCESS THEREOF. EACH COMMITTED
LOAN NOTICE (WHETHER TELEPHONIC OR WRITTEN) SHALL SPECIFY (I) WHETHER THE
COMPANY IS REQUESTING A COMMITTED BORROWING, A CONVERSION OF COMMITTED LOANS
FROM ONE TYPE TO THE OTHER, OR A CONTINUATION OF EUROCURRENCY RATE COMMITTED
LOANS, (II) THE REQUESTED DATE OF THE BORROWING, CONVERSION OR CONTINUATION, AS
THE CASE MAY BE (WHICH SHALL BE A BUSINESS DAY), (III) THE PRINCIPAL AMOUNT OF
COMMITTED LOANS TO BE BORROWED, CONVERTED OR CONTINUED, (IV) THE TYPE OF
COMMITTED LOANS TO BE BORROWED OR TO WHICH EXISTING COMMITTED LOANS ARE TO BE
CONVERTED, (V) IF APPLICABLE, THE DURATION OF THE INTEREST PERIOD WITH RESPECT
THERETO, AND (VI) THE CURRENCY OF THE COMMITTED LOANS TO BE BORROWED. IF THE
COMPANY FAILS TO SPECIFY A CURRENCY IN A COMMITTED LOAN NOTICE REQUESTING A
BORROWING, THEN THE COMMITTED LOANS SO REQUESTED SHALL BE MADE IN DOLLARS. IF
THE COMPANY FAILS TO SPECIFY A TYPE OF COMMITTED LOAN IN A COMMITTED LOAN NOTICE
OR IF THE COMPANY FAILS TO GIVE A TIMELY NOTICE REQUESTING A CONVERSION OR
CONTINUATION, THEN THE APPLICABLE COMMITTED LOANS SHALL BE MADE AS, OR CONVERTED
TO, BASE RATE LOANS; PROVIDED, HOWEVER, THAT IN THE CASE OF A FAILURE TO TIMELY
REQUEST A CONTINUATION OF COMMITTED LOANS DENOMINATED IN AN ALTERNATIVE
CURRENCY, SUCH LOANS SHALL BE CONTINUED AS EUROCURRENCY RATE LOANS IN THEIR
ORIGINAL CURRENCY WITH AN INTEREST PERIOD OF ONE MONTH. ANY SUCH AUTOMATIC
CONVERSION TO BASE RATE LOANS SHALL BE EFFECTIVE AS OF THE LAST DAY OF THE
INTEREST PERIOD THEN IN EFFECT WITH RESPECT TO THE APPLICABLE EUROCURRENCY RATE
COMMITTED LOANS. IF THE COMPANY REQUESTS A BORROWING OF, CONVERSION TO, OR
CONTINUATION OF EUROCURRENCY RATE COMMITTED LOANS IN ANY SUCH COMMITTED LOAN
NOTICE, BUT FAILS TO SPECIFY AN INTEREST PERIOD, IT WILL BE DEEMED TO HAVE
SPECIFIED AN INTEREST PERIOD OF ONE MONTH. NO COMMITTED LOAN MAY BE CONVERTED
INTO OR CONTINUED AS A COMMITTED LOAN DENOMINATED IN A DIFFERENT CURRENCY, BUT
INSTEAD MUST BE PREPAID IN THE ORIGINAL CURRENCY OF SUCH COMMITTED LOAN AND
REBORROWED IN THE OTHER CURRENCY.

2. FOLLOWING RECEIPT OF A COMMITTED LOAN NOTICE, THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF THE AMOUNT (AND CURRENCY) OF ITS
APPLICABLE PERCENTAGE OF THE APPLICABLE COMMITTED LOANS, AND IF NO TIMELY NOTICE
OF A CONVERSION OR CONTINUATION IS PROVIDED BY THE COMPANY, THE ADMINISTRATIVE
AGENT SHALL NOTIFY EACH LENDER OF THE DETAILS OF ANY AUTOMATIC CONVERSION TO
BASE RATE LOANS OR CONTINUATION OF COMMITTED LOANS DENOMINATED IN A CURRENCY
OTHER THAN DOLLARS, IN EACH CASE AS DESCRIBED IN THE PRECEDING SUBSECTION. IN
THE CASE OF A COMMITTED BORROWING, EACH LENDER SHALL MAKE THE AMOUNT OF ITS
COMMITTED LOAN AVAILABLE TO THE ADMINISTRATIVE AGENT IN SAME DAY FUNDS AT THE
ADMINISTRATIVE AGENT'S OFFICE FOR THE APPLICABLE CURRENCY NOT LATER THAN 12:00
NOON, IN THE CASE OF ANY COMMITTED LOAN DENOMINATED IN DOLLARS, AND NOT LATER
THAN THE APPLICABLE TIME SPECIFIED BY THE ADMINISTRATIVE AGENT IN THE CASE OF
ANY COMMITTED LOAN IN AN ALTERNATIVE CURRENCY, IN EACH CASE ON THE BUSINESS DAY
SPECIFIED IN THE APPLICABLE COMMITTED LOAN NOTICE. UPON SATISFACTION OF THE
APPLICABLE CONDITIONS SET FORTH IN SECTION 4.02 (AND, IF SUCH BORROWING IS THE
INITIAL CREDIT EXTENSION,

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SECTION 4.01), THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED
AVAILABLE TO THE COMPANY IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT
EITHER BY (I) CREDITING THE ACCOUNT OF THE COMPANY ON THE BOOKS OF BANK OF
AMERICA WITH THE AMOUNT OF SUCH FUNDS OR (II) WIRE TRANSFER OF SUCH FUNDS, IN
EACH CASE IN ACCORDANCE WITH INSTRUCTIONS PROVIDED TO (AND REASONABLY ACCEPTABLE
TO) THE ADMINISTRATIVE AGENT BY THE COMPANY; PROVIDED, HOWEVER, THAT IF, ON THE
DATE THE COMMITTED LOAN NOTICE WITH RESPECT TO SUCH BORROWING DENOMINATED IN
DOLLARS IS GIVEN BY THE COMPANY, THERE ARE L/C BORROWINGS OUTSTANDING, THEN THE
PROCEEDS OF SUCH BORROWING, FIRST, SHALL BE APPLIED TO THE PAYMENT IN FULL OF
ANY SUCH L/C BORROWINGS, AND SECOND, SHALL BE MADE AVAILABLE TO THE COMPANY AS
PROVIDED ABOVE.

3. EXCEPT AS OTHERWISE PROVIDED HEREIN, A EUROCURRENCY RATE COMMITTED
LOAN MAY BE CONTINUED OR CONVERTED ONLY ON THE LAST DAY OF AN INTEREST PERIOD
FOR SUCH EUROCURRENCY RATE COMMITTED LOAN. DURING THE EXISTENCE OF A DEFAULT (I)
WITHOUT THE CONSENT OF THE REQUIRED LENDERS, (A) NO LOANS DENOMINATED IN DOLLARS
MAY BE REQUESTED AS, CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE COMMITTED
LOANS AND (B) NO LOANS DENOMINATED IN AN ALTERNATIVE CURRENCY MAY BE REQUESTED
AS, CONVERTED TO OR CONTINUED AS EUROCURRENCY RATE COMMITTED LOANS ON THE BASIS
OF AN INTEREST PERIOD EXCEEDING ONE MONTH AND (II) THE REQUIRED LENDERS MAY
DEMAND THAT ANY OR ALL OF THE THEN OUTSTANDING EUROCURRENCY RATE COMMITTED LOANS
DENOMINATED IN AN ALTERNATIVE CURRENCY BE REDENOMINATED INTO DOLLARS IN THE
AMOUNT OF THE DOLLAR EQUIVALENT THEREOF, ON THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD WITH RESPECT THERETO.

4. THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY THE COMPANY AND THE
LENDERS OF THE INTEREST RATE APPLICABLE TO ANY INTEREST PERIOD FOR EUROCURRENCY
RATE COMMITTED LOANS UPON DETERMINATION OF SUCH INTEREST RATE. AT ANY TIME THAT
BASE RATE LOANS ARE OUTSTANDING, THE ADMINISTRATIVE AGENT SHALL NOTIFY THE
COMPANY AND THE LENDERS OF ANY CHANGE IN BANK OF AMERICA'S PRIME RATE USED IN
DETERMINING THE BASE RATE PROMPTLY FOLLOWING THE PUBLIC ANNOUNCEMENT OF SUCH
CHANGE.

5. AFTER GIVING EFFECT TO ALL COMMITTED BORROWINGS, ALL CONVERSIONS OF
COMMITTED LOANS FROM ONE TYPE TO THE OTHER, AND ALL CONTINUATIONS OF COMMITTED
LOANS AS THE SAME TYPE, THERE SHALL NOT BE MORE THAN TEN INTEREST PERIODS IN
EFFECT WITH RESPECT TO COMMITTED LOANS.

C. BID LOANS.

1. GENERAL. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, EACH
LENDER AGREES THAT THE COMPANY MAY FROM TIME TO TIME REQUEST THE LENDERS TO
SUBMIT OFFERS TO MAKE LOANS IN DOLLARS (EACH SUCH LOAN, A "BID LOAN") TO THE
COMPANY PRIOR TO THE MATURITY DATE PURSUANT TO THIS SECTION 2.03; PROVIDED,
HOWEVER, THAT AFTER GIVING EFFECT TO ANY BID BORROWING, (I) THE TOTAL
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, AND (II) THE AGGREGATE
OUTSTANDING AMOUNT OF ALL BID LOANS SHALL NOT EXCEED THE BID LOAN SUBLIMIT.
THERE SHALL NOT BE MORE THAN TEN DIFFERENT INTEREST PERIODS IN EFFECT WITH
RESPECT TO BID LOANS AT ANY TIME.

2. REQUESTING COMPETITIVE BIDS. THE COMPANY MAY REQUEST THE SUBMISSION
OF COMPETITIVE BIDS BY DELIVERING A BID REQUEST TO THE ADMINISTRATIVE AGENT NOT
LATER THAN 11:00 A.M. (I) ONE BUSINESS DAY PRIOR TO THE REQUESTED DATE OF ANY
BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS, OR (II) FOUR BUSINESS
DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF
EUROCURRENCY MARGIN BID LOANS. EACH BID REQUEST SHALL SPECIFY (I) THE REQUESTED
DATE OF THE BID BORROWING (WHICH SHALL BE A BUSINESS DAY), (II) THE AGGREGATE
PRINCIPAL AMOUNT OF BID LOANS REQUESTED (WHICH MUST BE $5,000,000 OR A WHOLE
MULTIPLE OF $1,000,000 IN EXCESS THEREOF), (III) THE TYPE OF BID LOANS
REQUESTED, AND (IV) THE DURATION OF THE INTEREST PERIOD WITH RESPECT THERETO,
AND SHALL BE SIGNED BY A RESPONSIBLE OFFICER OF THE COMPANY. NO BID REQUEST
SHALL CONTAIN A REQUEST FOR (I) MORE THAN ONE TYPE OF BID LOAN OR (II) BID LOANS
HAVING MORE THAN THREE DIFFERENT INTEREST PERIODS. UNLESS THE ADMINISTRATIVE
AGENT OTHERWISE AGREES IN ITS SOLE AND ABSOLUTE DISCRETION, THE COMPANY MAY NOT
SUBMIT A BID REQUEST IF IT HAS SUBMITTED ANOTHER BID REQUEST WITHIN THE PRIOR
FIVE BUSINESS DAYS.

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3. SUBMITTING COMPETITIVE BIDS.

THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER OF
EACH BID REQUEST RECEIVED BY IT FROM THE COMPANY AND THE CONTENTS OF
SUCH BID REQUEST.

EACH LENDER MAY (BUT SHALL HAVE NO OBLIGATION TO) SUBMIT A
COMPETITIVE BID CONTAINING AN OFFER TO MAKE ONE OR MORE BID LOANS IN
RESPONSE TO SUCH BID REQUEST. SUCH COMPETITIVE BID MUST BE DELIVERED TO
THE ADMINISTRATIVE AGENT NOT LATER THAN 8:30 A.M. (A) ON THE REQUESTED
DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS, AND
(B) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING
THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS; PROVIDED, HOWEVER,
THAT ANY COMPETITIVE BID SUBMITTED BY BANK OF AMERICA IN ITS CAPACITY AS
A LENDER IN RESPONSE TO ANY BID REQUEST MUST BE SUBMITTED TO THE
ADMINISTRATIVE AGENT NOT LATER THAN 8:15 A.M. ON THE DATE ON WHICH
COMPETITIVE BIDS ARE REQUIRED TO BE DELIVERED BY THE OTHER LENDERS IN
RESPONSE TO SUCH BID REQUEST. EACH COMPETITIVE BID SHALL SPECIFY (A) THE
PROPOSED DATE OF THE BID BORROWING; (B) THE PRINCIPAL AMOUNT OF EACH BID
LOAN FOR WHICH SUCH COMPETITIVE BID IS BEING MADE, WHICH PRINCIPAL
AMOUNT (X) MAY BE EQUAL TO, GREATER THAN OR LESS THAN THE COMMITMENT OF
THE BIDDING LENDER, (Y) MUST BE $5,000,000 OR A WHOLE MULTIPLE OF
$1,000,000 IN EXCESS THEREOF, AND (Z) MAY NOT EXCEED THE PRINCIPAL
AMOUNT OF BID LOANS FOR WHICH COMPETITIVE BIDS WERE REQUESTED; (C) IF
THE PROPOSED BID BORROWING IS TO CONSIST OF ABSOLUTE RATE BID LOANS, THE
ABSOLUTE RATE OFFERED FOR EACH SUCH BID LOAN AND THE INTEREST PERIOD
APPLICABLE THERETO; (D) IF THE PROPOSED BID BORROWING IS TO CONSIST OF
EUROCURRENCY MARGIN BID LOANS, THE EUROCURRENCY BID MARGIN WITH RESPECT
TO EACH SUCH EUROCURRENCY MARGIN BID LOAN AND THE INTEREST PERIOD
APPLICABLE THERETO; AND (E) THE IDENTITY OF THE BIDDING LENDER.

ANY COMPETITIVE BID SHALL BE DISREGARDED IF IT (A) IS RECEIVED
AFTER THE APPLICABLE TIME SPECIFIED IN SUBSECTION (II) ABOVE, (B) IS NOT
SUBSTANTIALLY IN THE FORM OF A COMPETITIVE BID AS SPECIFIED HEREIN, (C)
CONTAINS QUALIFYING, CONDITIONAL OR SIMILAR LANGUAGE, (D) PROPOSES TERMS
OTHER THAN OR IN ADDITION TO THOSE SET FORTH IN THE APPLICABLE BID
REQUEST, OR (E) IS OTHERWISE NOT RESPONSIVE TO SUCH BID REQUEST. ANY
LENDER MAY CORRECT A COMPETITIVE BID CONTAINING A MANIFEST ERROR BY
SUBMITTING A CORRECTED COMPETITIVE BID (IDENTIFIED AS SUCH) NOT LATER
THAN THE APPLICABLE TIME REQUIRED FOR SUBMISSION OF COMPETITIVE BIDS.
ANY SUCH SUBMISSION OF A CORRECTED COMPETITIVE BID SHALL CONSTITUTE A
REVOCATION OF THE COMPETITIVE BID THAT CONTAINED THE MANIFEST ERROR. THE
ADMINISTRATIVE AGENT MAY, BUT SHALL NOT BE REQUIRED TO, NOTIFY ANY
LENDER OF ANY MANIFEST ERROR IT DETECTS IN SUCH LENDER'S COMPETITIVE
BID.

SUBJECT ONLY TO THE PROVISIONS OF SECTIONS 3.02, 3.03 AND 4.02
AND SUBSECTION (III) ABOVE, EACH COMPETITIVE BID SHALL BE IRREVOCABLE.

4. NOTICE TO COMPANY OF COMPETITIVE BIDS. NOT LATER THAN 9:00 A.M. (I)
ON THE REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE
LOANS, OR (II) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID
BORROWING THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS, THE
ADMINISTRATIVE AGENT SHALL NOTIFY THE COMPANY OF THE IDENTITY OF EACH LENDER
THAT HAS SUBMITTED A COMPETITIVE BID THAT COMPLIES WITH SECTION 2.03(C) AND OF
THE TERMS OF THE OFFERS CONTAINED IN EACH SUCH COMPETITIVE BID.

5. ACCEPTANCE OF COMPETITIVE BIDS. NOT LATER THAN 9:30 A.M. (I) ON THE
REQUESTED DATE OF ANY BID BORROWING THAT IS TO CONSIST OF ABSOLUTE RATE LOANS,
AND (II) THREE BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BID BORROWING
THAT IS TO CONSIST OF EUROCURRENCY MARGIN BID LOANS, THE COMPANY SHALL NOTIFY
THE ADMINISTRATIVE AGENT OF ITS ACCEPTANCE OR REJECTION OF THE OFFERS NOTIFIED
TO IT PURSUANT TO SECTION 2.03(D). THE COMPANY SHALL BE UNDER NO OBLIGATION TO
ACCEPT ANY COMPETITIVE BID AND MAY CHOOSE TO REJECT ALL COMPETITIVE BIDS. IN THE
CASE OF ACCEPTANCE, SUCH NOTICE SHALL SPECIFY THE AGGREGATE PRINCIPAL AMOUNT OF
COMPETITIVE BIDS FOR

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EACH INTEREST PERIOD THAT IS ACCEPTED. THE COMPANY MAY ACCEPT ANY COMPETITIVE
BID IN WHOLE OR IN PART; PROVIDED THAT:

THE AGGREGATE PRINCIPAL AMOUNT OF EACH BID BORROWING MAY NOT
EXCEED THE APPLICABLE AMOUNT SET FORTH IN THE RELATED BID REQUEST;

THE PRINCIPAL AMOUNT OF EACH BID LOAN MUST BE $5,000,000 OR A
WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF;

THE ACCEPTANCE OF OFFERS MAY BE MADE ONLY ON THE BASIS OF
ASCENDING ABSOLUTE RATES OR EUROCURRENCY BID MARGINS WITHIN EACH
INTEREST PERIOD; AND

THE COMPANY MAY NOT ACCEPT ANY OFFER THAT IS DESCRIBED IN
SECTION 2.03(C)(III) OR THAT OTHERWISE FAILS TO COMPLY WITH THE
REQUIREMENTS HEREOF.

6. PROCEDURE FOR IDENTICAL BIDS. IF TWO OR MORE LENDERS HAVE SUBMITTED
COMPETITIVE BIDS AT THE SAME ABSOLUTE RATE OR EUROCURRENCY BID MARGIN, AS THE
CASE MAY BE, FOR THE SAME INTEREST PERIOD, AND THE RESULT OF ACCEPTING ALL OF
SUCH COMPETITIVE BIDS IN WHOLE (TOGETHER WITH ANY OTHER COMPETITIVE BIDS AT
LOWER ABSOLUTE RATES OR EUROCURRENCY BID MARGINS, AS THE CASE MAY BE, ACCEPTED
FOR SUCH INTEREST PERIOD IN CONFORMITY WITH THE REQUIREMENTS OF SECTION
2.03(E)(III)) WOULD BE TO CAUSE THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE APPLICABLE BID BORROWING TO EXCEED THE AMOUNT SPECIFIED THEREFOR IN THE
RELATED BID REQUEST, THEN, UNLESS OTHERWISE AGREED BY THE COMPANY, THE
ADMINISTRATIVE AGENT AND SUCH LENDERS, SUCH COMPETITIVE BIDS SHALL BE ACCEPTED
AS NEARLY AS POSSIBLE IN PROPORTION TO THE AMOUNT OFFERED BY EACH SUCH LENDER IN
RESPECT OF SUCH INTEREST PERIOD, WITH SUCH ACCEPTED AMOUNTS BEING ROUNDED TO THE
NEAREST WHOLE MULTIPLE OF $1,000,000.

7. NOTICE TO LENDERS OF ACCEPTANCE OR REJECTION OF BIDS. THE
ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER HAVING SUBMITTED A
COMPETITIVE BID WHETHER OR NOT ITS OFFER HAS BEEN ACCEPTED AND, IF ITS OFFER HAS
BEEN ACCEPTED, OF THE AMOUNT OF THE BID LOAN OR BID LOANS TO BE MADE BY IT ON
THE DATE OF THE APPLICABLE BID BORROWING. ANY COMPETITIVE BID OR PORTION THEREOF
THAT IS NOT ACCEPTED BY THE COMPANY BY THE APPLICABLE TIME SPECIFIED IN SECTION
2.03(E) SHALL BE DEEMED REJECTED.

8. NOTICE OF EUROCURRENCY BASE RATE. IF ANY BID BORROWING IS TO CONSIST
OF EUROCURRENCY MARGIN LOANS, THE ADMINISTRATIVE AGENT SHALL DETERMINE THE
EUROCURRENCY BASE RATE FOR THE RELEVANT INTEREST PERIOD, AND PROMPTLY AFTER
MAKING SUCH DETERMINATION, SHALL NOTIFY THE COMPANY AND THE LENDERS THAT WILL BE
PARTICIPATING IN SUCH BID BORROWING OF SUCH EUROCURRENCY BASE RATE.

9. FUNDING OF BID LOANS. EACH LENDER THAT HAS RECEIVED NOTICE PURSUANT
TO SECTION 2.03(G) THAT ALL OR A PORTION OF ITS COMPETITIVE BID HAS BEEN
ACCEPTED BY THE COMPANY SHALL MAKE THE AMOUNT OF ITS BID LOAN(S) AVAILABLE TO
THE ADMINISTRATIVE AGENT IN IMMEDIATELY AVAILABLE FUNDS AT THE ADMINISTRATIVE
AGENT'S OFFICE NOT LATER THAN 12:00 NOON ON THE DATE OF THE REQUESTED BID
BORROWING. UPON SATISFACTION OF THE APPLICABLE CONDITIONS SET FORTH IN SECTION
4.02, THE ADMINISTRATIVE AGENT SHALL MAKE ALL FUNDS SO RECEIVED AVAILABLE TO THE
COMPANY IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT.

10. NOTICE OF RANGE OF BIDS. AFTER EACH COMPETITIVE BID AUCTION PURSUANT
TO THIS SECTION 2.03, THE ADMINISTRATIVE AGENT SHALL NOTIFY EACH LENDER THAT
SUBMITTED A COMPETITIVE BID IN SUCH AUCTION OF THE RANGES OF BIDS SUBMITTED
(WITHOUT THE BIDDER'S NAME) AND ACCEPTED FOR EACH BID LOAN AND THE AGGREGATE
AMOUNT OF EACH BID BORROWING.

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D. LETTERS OF CREDIT.

1. THE LETTER OF CREDIT COMMITMENT.

SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, (A) THE
L/C ISSUER AGREES, IN RELIANCE UPON THE AGREEMENTS OF THE LENDERS SET
FORTH IN THIS SECTION 2.04, (1) FROM TIME TO TIME ON ANY BUSINESS DAY
DURING THE PERIOD FROM THE CLOSING DATE UNTIL THE LETTER OF CREDIT
EXPIRATION DATE, TO ISSUE LETTERS OF CREDIT DENOMINATED IN DOLLARS OR IN
ONE OR MORE ALTERNATIVE CURRENCIES FOR THE ACCOUNT OF THE COMPANY, AND
TO AMEND OR EXTEND LETTERS OF CREDIT PREVIOUSLY ISSUED BY IT, IN
ACCORDANCE WITH SUBSECTION (B) BELOW, AND (2) TO HONOR DRAWINGS UNDER
THE LETTERS OF CREDIT; AND (B) THE LENDERS SEVERALLY AGREE TO
PARTICIPATE IN LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF THE COMPANY
AND ANY DRAWINGS THEREUNDER; PROVIDED THAT AFTER GIVING EFFECT TO ANY
L/C CREDIT EXTENSION WITH RESPECT TO ANY LETTER OF CREDIT, (X) THE TOTAL
OUTSTANDINGS SHALL NOT EXCEED THE AGGREGATE COMMITMENTS, (Y) THE
AGGREGATE OUTSTANDING AMOUNT OF THE COMMITTED LOANS OF ANY LENDER, PLUS
SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL L/C
OBLIGATIONS, PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING
AMOUNT OF ALL SWING LINE LOANS SHALL NOT EXCEED SUCH LENDER'S
COMMITMENT, AND (Z) THE OUTSTANDING AMOUNT OF THE L/C OBLIGATIONS SHALL
NOT EXCEED THE LETTER OF CREDIT SUBLIMIT. EACH REQUEST BY THE COMPANY
FOR THE ISSUANCE OR AMENDMENT OF A LETTER OF CREDIT SHALL BE DEEMED TO
BE A REPRESENTATION BY THE COMPANY THAT THE L/C CREDIT EXTENSION SO
REQUESTED COMPLIES WITH THE CONDITIONS SET FORTH IN THE PROVISO TO THE
PRECEDING SENTENCE. WITHIN THE FOREGOING LIMITS, AND SUBJECT TO THE
TERMS AND CONDITIONS HEREOF, THE COMPANY'S ABILITY TO OBTAIN LETTERS OF
CREDIT SHALL BE FULLY REVOLVING, AND ACCORDINGLY THE COMPANY MAY, DURING
THE FOREGOING PERIOD, OBTAIN LETTERS OF CREDIT TO REPLACE LETTERS OF
CREDIT THAT HAVE EXPIRED OR THAT HAVE BEEN DRAWN UPON AND REIMBURSED.
EACH OF THE LETTERS OF CREDIT OUTSTANDING ON THE DATE HEREOF AND LISTED
ON SCHEDULE 2.04 (THE "EXISTING LETTERS OF CREDIT") SHALL BE DEEMED TO
HAVE BEEN ISSUED PURSUANT HERETO, AND FROM AND AFTER THE CLOSING DATE
SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS HEREOF.

THE L/C ISSUER SHALL NOT ISSUE ANY LETTER OF CREDIT, IF:

(1) SUBJECT TO SECTION 2.04(B)(III), THE EXPIRY DATE OF
SUCH REQUESTED LETTER OF CREDIT WOULD OCCUR MORE THAN TWELVE
MONTHS AFTER THE DATE OF ISSUANCE OR LAST EXTENSION, UNLESS THE
REQUIRED LENDERS HAVE APPROVED SUCH EXPIRY DATE; OR

(2) THE EXPIRY DATE OF SUCH REQUESTED LETTER OF CREDIT
WOULD OCCUR AFTER THE MATURITY DATE, UNLESS ALL THE LENDERS HAVE
APPROVED SUCH EXPIRY DATE.

THE L/C ISSUER SHALL NOT BE UNDER ANY OBLIGATION TO
ISSUE ANY LETTER OF CREDIT IF:

(3) ANY ORDER, JUDGMENT OR DECREE OF ANY GOVERNMENTAL
AUTHORITY OR ARBITRATOR SHALL BY ITS TERMS PURPORT TO ENJOIN OR
RESTRAIN THE L/C ISSUER FROM ISSUING SUCH LETTER OF CREDIT, OR
ANY LAW APPLICABLE TO THE L/C ISSUER OR ANY REQUEST OR DIRECTIVE
(WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY WITH JURISDICTION OVER THE L/C ISSUER SHALL PROHIBIT,
OR REQUEST THAT THE L/C ISSUER REFRAIN FROM, THE ISSUANCE OF
LETTERS OF CREDIT GENERALLY OR SUCH LETTER OF CREDIT IN
PARTICULAR OR SHALL IMPOSE UPON THE L/C ISSUER WITH RESPECT TO
SUCH LETTER OF CREDIT ANY RESTRICTION, RESERVE OR CAPITAL
REQUIREMENT (FOR WHICH THE L/C ISSUER IS NOT OTHERWISE
COMPENSATED HEREUNDER) NOT IN EFFECT ON THE CLOSING DATE, OR
SHALL IMPOSE UPON THE L/C ISSUER ANY UNREIMBURSED LOSS, COST OR
EXPENSE WHICH WAS NOT APPLICABLE ON THE CLOSING DATE AND WHICH
THE L/C ISSUER IN GOOD FAITH DEEMS MATERIAL TO IT;

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(4) THE ISSUANCE OF SUCH LETTER OF CREDIT WOULD VIOLATE
ONE OR MORE POLICIES OF THE L/C ISSUER;

(5) EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE
AGENT AND THE L/C ISSUER, SUCH LETTER OF CREDIT IS IN AN INITIAL
STATED AMOUNT LESS THAN $100,000, IN THE CASE OF A COMMERCIAL
LETTER OF CREDIT, OR $500,000, IN THE CASE OF A STANDBY LETTER
OF CREDIT;

(6) EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE
AGENT AND THE L/C ISSUER, SUCH LETTER OF CREDIT IS TO BE
DENOMINATED IN A CURRENCY OTHER THAN DOLLARS OR AN ALTERNATIVE
CURRENCY;

(7) THE L/C ISSUER DOES NOT AS OF THE ISSUANCE DATE OF
SUCH REQUESTED LETTER OF CREDIT ISSUE LETTERS OF CREDIT IN THE
REQUESTED CURRENCY;

(8) SUCH LETTER OF CREDIT CONTAINS ANY PROVISIONS FOR
AUTOMATIC REINSTATEMENT OF THE STATED AMOUNT AFTER ANY DRAWING
THEREUNDER; OR

(9) A DEFAULT OF ANY LENDER'S OBLIGATIONS TO FUND UNDER
SECTION 2.04(C) EXISTS OR ANY LENDER IS AT SUCH TIME A
DEFAULTING LENDER HEREUNDER, UNLESS THE L/C ISSUER HAS ENTERED
INTO SATISFACTORY ARRANGEMENTS WITH THE COMPANY OR SUCH LENDER
TO ELIMINATE THE L/C ISSUER'S RISK WITH RESPECT TO SUCH LENDER.

THE L/C ISSUER SHALL NOT AMEND ANY LETTER OF CREDIT IF THE L/C
ISSUER WOULD NOT BE PERMITTED AT SUCH TIME TO ISSUE SUCH LETTER OF
CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF.

THE L/C ISSUER SHALL BE UNDER NO OBLIGATION TO AMEND ANY LETTER
OF CREDIT IF (A) THE L/C ISSUER WOULD HAVE NO OBLIGATION AT SUCH TIME TO
ISSUE SUCH LETTER OF CREDIT IN ITS AMENDED FORM UNDER THE TERMS HEREOF,
OR (B) THE BENEFICIARY OF SUCH LETTER OF CREDIT DOES NOT ACCEPT THE
PROPOSED AMENDMENT TO SUCH LETTER OF CREDIT.

THE L/C ISSUER SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT
TO ANY LETTERS OF CREDIT ISSUED BY IT AND THE DOCUMENTS ASSOCIATED
THEREWITH, AND THE L/C ISSUER SHALL HAVE ALL OF THE BENEFITS AND
IMMUNITIES (A) PROVIDED TO THE ADMINISTRATIVE AGENT IN ARTICLE IX WITH
RESPECT TO ANY ACTS TAKEN OR OMISSIONS SUFFERED BY THE L/C ISSUER IN
CONNECTION WITH LETTERS OF CREDIT ISSUED BY IT OR PROPOSED TO BE ISSUED
BY IT AND ISSUER DOCUMENTS PERTAINING TO SUCH LETTERS OF CREDIT AS FULLY
AS IF THE TERM "ADMINISTRATIVE AGENT" AS USED IN ARTICLE IX INCLUDED THE
L/C ISSUER WITH RESPECT TO SUCH ACTS OR OMISSIONS, AND (B) AS
ADDITIONALLY PROVIDED HEREIN WITH RESPECT TO THE L/C ISSUER.

2. PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF CREDIT;
AUTO-EXTENSION LETTERS OF CREDIT.

EACH LETTER OF CREDIT SHALL BE ISSUED OR AMENDED, AS THE CASE
MAY BE, UPON THE REQUEST OF THE COMPANY DELIVERED TO THE L/C ISSUER
(WITH A COPY TO THE ADMINISTRATIVE AGENT) IN THE FORM OF A LETTER OF
CREDIT APPLICATION, APPROPRIATELY COMPLETED AND SIGNED BY A RESPONSIBLE
OFFICER OF THE COMPANY. SUCH LETTER OF CREDIT APPLICATION MUST BE
RECEIVED BY THE L/C ISSUER AND THE ADMINISTRATIVE AGENT (A) NOT LATER
THAN 11:00 A.M. AT LEAST TWO BUSINESS DAYS PRIOR TO THE PROPOSED
ISSUANCE DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE, OF ANY LETTER OF
CREDIT DENOMINATED IN DOLLARS, AND (B) NOT LATER THAN 11:00 A.M. AT
LEAST TEN BUSINESS DAYS PRIOR TO THE PROPOSED ISSUANCE

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<PAGE>

DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE, OF ANY LETTER OF CREDIT
DENOMINATED IN AN ALTERNATIVE CURRENCY (OR IN EACH CASE SUCH LATER DATE
AND TIME AS THE ADMINISTRATIVE AGENT AND THE L/C ISSUER MAY AGREE IN A
PARTICULAR INSTANCE IN THEIR SOLE DISCRETION) PRIOR TO THE PROPOSED
ISSUANCE DATE OR DATE OF AMENDMENT, AS THE CASE MAY BE. IN THE CASE OF A
REQUEST FOR AN INITIAL ISSUANCE OF A LETTER OF CREDIT, SUCH LETTER OF
CREDIT APPLICATION SHALL SPECIFY IN FORM AND DETAIL SATISFACTORY TO THE
L/C ISSUER: (A) THE PROPOSED ISSUANCE DATE OF THE REQUESTED LETTER OF
CREDIT (WHICH SHALL BE A BUSINESS DAY); (B) THE AMOUNT AND CURRENCY
THEREOF; (C) THE EXPIRY DATE THEREOF; (D) THE NAME AND ADDRESS OF THE
BENEFICIARY THEREOF; (E) THE DOCUMENTS TO BE PRESENTED BY SUCH
BENEFICIARY IN CASE OF ANY DRAWING THEREUNDER; (F) THE FULL TEXT OF ANY
CERTIFICATE TO BE PRESENTED BY SUCH BENEFICIARY IN CASE OF ANY DRAWING
THEREUNDER; AND (G) SUCH OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. IN
THE CASE OF A REQUEST FOR AN AMENDMENT OF ANY OUTSTANDING LETTER OF
CREDIT, SUCH LETTER OF CREDIT APPLICATION SHALL SPECIFY IN FORM AND
DETAIL SATISFACTORY TO THE L/C ISSUER (A) THE LETTER OF CREDIT TO BE
AMENDED; (B) THE PROPOSED DATE OF AMENDMENT THEREOF (WHICH SHALL BE A
BUSINESS DAY); (C) THE NATURE OF THE PROPOSED AMENDMENT; AND (D) SUCH
OTHER MATTERS AS THE L/C ISSUER MAY REQUIRE. ADDITIONALLY, THE COMPANY
SHALL FURNISH TO THE L/C ISSUER AND THE ADMINISTRATIVE AGENT SUCH OTHER
DOCUMENTS AND INFORMATION PERTAINING TO SUCH REQUESTED LETTER OF CREDIT
ISSUANCE OR AMENDMENT, INCLUDING ANY ISSUER DOCUMENTS, AS THE L/C ISSUER
OR THE ADMINISTRATIVE AGENT MAY REQUIRE.

PROMPTLY AFTER RECEIPT OF ANY LETTER OF CREDIT APPLICATION, THE
L/C ISSUER WILL CONFIRM WITH THE ADMINISTRATIVE AGENT (BY TELEPHONE OR
IN WRITING) THAT THE ADMINISTRATIVE AGENT HAS RECEIVED A COPY OF SUCH
LETTER OF CREDIT APPLICATION FROM THE COMPANY AND, IF NOT, THE L/C
ISSUER WILL PROVIDE THE ADMINISTRATIVE AGENT WITH A COPY THEREOF. UNLESS
THE L/C ISSUER HAS RECEIVED WRITTEN NOTICE FROM ANY LENDER, THE
ADMINISTRATIVE AGENT OR THE COMPANY, AT LEAST ONE BUSINESS DAY PRIOR TO
THE REQUESTED DATE OF ISSUANCE OR AMENDMENT OF THE APPLICABLE LETTER OF
CREDIT, THAT ONE OR MORE APPLICABLE CONDITIONS CONTAINED IN ARTICLE IV
SHALL NOT THEN BE SATISFIED, THEN, SUBJECT TO THE TERMS AND CONDITIONS
HEREOF, THE L/C ISSUER SHALL, ON THE REQUESTED DATE, ISSUE A LETTER OF
CREDIT FOR THE ACCOUNT OF THE COMPANY OR ENTER INTO THE APPLICABLE
AMENDMENT, AS THE CASE MAY BE, IN EACH CASE IN ACCORDANCE WITH THE L/C
ISSUER'S USUAL AND CUSTOMARY BUSINESS PRACTICES. IMMEDIATELY UPON THE
ISSUANCE OF EACH LETTER OF CREDIT, EACH LENDER SHALL BE DEEMED TO, AND
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO, PURCHASE FROM THE L/C
ISSUER A RISK PARTICIPATION IN SUCH LETTER OF CREDIT IN AN AMOUNT EQUAL
TO THE PRODUCT OF SUCH LENDER'S APPLICABLE PERCENTAGE TIMES THE AMOUNT
OF SUCH LETTER OF CREDIT.

IF THE COMPANY SO REQUESTS IN ANY APPLICABLE LETTER OF CREDIT
APPLICATION, THE L/C ISSUER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION,
AGREE TO ISSUE A LETTER OF CREDIT THAT HAS AUTOMATIC EXTENSION
PROVISIONS (EACH, AN "AUTO-EXTENSION LETTER OF CREDIT"); PROVIDED THAT
ANY SUCH AUTO-EXTENSION LETTER OF CREDIT MUST PERMIT THE L/C ISSUER TO
PREVENT ANY SUCH EXTENSION AT LEAST ONCE IN EACH TWELVE-MONTH PERIOD
(COMMENCING WITH THE DATE OF ISSUANCE OF SUCH LETTER OF CREDIT) BY
GIVING PRIOR NOTICE TO THE BENEFICIARY THEREOF NOT LATER THAN A DAY (THE
"NON-EXTENSION NOTICE DATE") IN EACH SUCH TWELVE-MONTH PERIOD TO BE
AGREED UPON AT THE TIME SUCH LETTER OF CREDIT IS ISSUED. UNLESS
OTHERWISE DIRECTED BY THE L/C ISSUER, THE COMPANY SHALL NOT BE REQUIRED
TO MAKE A SPECIFIC REQUEST TO THE L/C ISSUER FOR ANY SUCH EXTENSION.
ONCE AN AUTO-EXTENSION LETTER OF CREDIT HAS BEEN ISSUED, THE LENDERS
SHALL BE DEEMED TO HAVE AUTHORIZED (BUT MAY NOT REQUIRE) THE L/C ISSUER
TO PERMIT THE EXTENSION OF SUCH LETTER OF CREDIT AT ANY TIME TO AN
EXPIRY DATE NOT LATER THAN THE LETTER OF CREDIT EXPIRATION DATE;
PROVIDED, HOWEVER, THAT THE L/C ISSUER SHALL NOT PERMIT ANY SUCH
EXTENSION IF (A) THE L/C ISSUER HAS DETERMINED THAT IT WOULD NOT BE
PERMITTED, OR WOULD HAVE NO OBLIGATION, AT SUCH TIME TO ISSUE SUCH
LETTER OF CREDIT IN ITS REVISED FORM (AS EXTENDED) UNDER THE TERMS
HEREOF (BY REASON OF THE PROVISIONS OF SECTION 2.04(A)(II), 2.04(A)(III)
OR OTHERWISE), OR (B) IT HAS RECEIVED NOTICE (WHICH MAY BE BY TELEPHONE
OR IN WRITING) ON OR BEFORE THE DAY THAT IS FIVE BUSINESS DAYS BEFORE
THE NON-EXTENSION NOTICE DATE (1) FROM THE ADMINISTRATIVE AGENT THAT THE
REQUIRED LENDERS HAVE ELECTED NOT TO PERMIT SUCH EXTENSION OR (2) FROM
THE ADMINISTRATIVE AGENT, ANY LENDER OR THE COMPANY THAT ONE OR MORE OF
THE APPLICABLE

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CONDITIONS SPECIFIED IN SECTION 4.02 IS NOT THEN SATISFIED, AND IN EACH
SUCH CASE DIRECTING THE L/C ISSUER NOT TO PERMIT SUCH EXTENSION.

PROMPTLY AFTER ITS DELIVERY OF ANY LETTER OF CREDIT OR ANY
AMENDMENT TO A LETTER OF CREDIT TO AN ADVISING BANK WITH RESPECT THERETO
OR TO THE BENEFICIARY THEREOF, THE L/C ISSUER WILL ALSO DELIVER TO THE
COMPANY AND THE ADMINISTRATIVE AGENT A TRUE AND COMPLETE COPY OF SUCH
LETTER OF CREDIT OR AMENDMENT.

3. DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

UPON RECEIPT FROM THE BENEFICIARY OF ANY LETTER OF CREDIT OF ANY
NOTICE OF A DRAWING UNDER SUCH LETTER OF CREDIT, THE L/C ISSUER SHALL
NOTIFY THE COMPANY AND THE ADMINISTRATIVE AGENT THEREOF. IN THE CASE OF
A LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY, THE COMPANY
SHALL REIMBURSE THE L/C ISSUER IN SUCH ALTERNATIVE CURRENCY, UNLESS (A)
THE L/C ISSUER (AT ITS OPTION) SHALL HAVE SPECIFIED IN SUCH NOTICE THAT
IT WILL REQUIRE REIMBURSEMENT IN DOLLARS, OR (B) IN THE ABSENCE OF ANY
SUCH REQUIREMENT FOR REIMBURSEMENT IN DOLLARS, THE COMPANY SHALL HAVE
NOTIFIED THE L/C ISSUER PROMPTLY FOLLOWING RECEIPT OF THE NOTICE OF
DRAWING THAT THE COMPANY WILL REIMBURSE THE L/C ISSUER IN DOLLARS. IN
THE CASE OF ANY SUCH REIMBURSEMENT IN DOLLARS OF A DRAWING UNDER A
LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY, THE L/C ISSUER
SHALL NOTIFY THE COMPANY OF THE DOLLAR EQUIVALENT OF THE AMOUNT OF THE
DRAWING PROMPTLY FOLLOWING THE DETERMINATION THEREOF. NOT LATER THAN
11:00 A.M. ON THE DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER
OF CREDIT TO BE REIMBURSED IN DOLLARS, OR THE APPLICABLE TIME ON THE
DATE OF ANY PAYMENT BY THE L/C ISSUER UNDER A LETTER OF CREDIT TO BE
REIMBURSED IN AN ALTERNATIVE CURRENCY (EACH SUCH DATE, AN "HONOR DATE"),
THE COMPANY SHALL REIMBURSE THE L/C ISSUER THROUGH THE ADMINISTRATIVE
AGENT IN AN AMOUNT EQUAL TO THE AMOUNT OF SUCH DRAWING AND IN THE
APPLICABLE CURRENCY. IF THE COMPANY FAILS TO SO REIMBURSE THE L/C ISSUER
BY SUCH TIME, THE ADMINISTRATIVE AGENT SHALL PROMPTLY NOTIFY EACH LENDER
OF THE HONOR DATE, THE AMOUNT OF THE UNREIMBURSED DRAWING (EXPRESSED IN
DOLLARS IN THE AMOUNT OF THE DOLLAR EQUIVALENT THEREOF IN THE CASE OF A
LETTER OF CREDIT DENOMINATED IN AN ALTERNATIVE CURRENCY) (THE
"UNREIMBURSED AMOUNT"), AND THE AMOUNT OF SUCH LENDER'S APPLICABLE
PERCENTAGE THEREOF. IN SUCH EVENT, THE COMPANY SHALL BE DEEMED TO HAVE
REQUESTED A COMMITTED BORROWING OF BASE RATE LOANS TO BE DISBURSED ON
THE HONOR DATE IN AN AMOUNT EQUAL TO THE UNREIMBURSED AMOUNT, WITHOUT
REGARD TO THE MINIMUM AND MULTIPLES SPECIFIED IN SECTION 2.02 FOR THE
PRINCIPAL AMOUNT OF BASE RATE LOANS, BUT SUBJECT TO THE AMOUNT OF THE
UNUTILIZED PORTION OF THE AGGREGATE COMMITMENTS AND THE CONDITIONS SET
FORTH IN SECTION 4.02 (OTHER THAN THE DELIVERY OF A COMMITTED LOAN
NOTICE). ANY NOTICE GIVEN BY THE L/C ISSUER OR THE ADMINISTRATIVE AGENT
PURSUANT TO THIS SECTION 2.04(C)(I) MAY BE GIVEN BY TELEPHONE IF
IMMEDIATELY CONFIRMED IN WRITING; PROVIDED THAT THE LACK OF SUCH AN
IMMEDIATE CONFIRMATION SHALL NOT AFFECT THE CONCLUSIVENESS OR BINDING
EFFECT OF SUCH NOTICE.

EACH LENDER SHALL UPON ANY NOTICE PURSUANT TO SECTION 2.04(C)(I)
MAKE FUNDS AVAILABLE TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF THE
L/C ISSUER, IN DOLLARS, AT THE ADMINISTRATIVE AGENT'S OFFICE FOR
DOLLAR-DENOMINATED PAYMENTS IN AN AMOUNT EQUAL TO ITS APPLICABLE
PERCENTAGE OF THE UNREIMBURSED AMOUNT NOT LATER THAN 12:00 NOON ON THE
BUSINESS DAY SPECIFIED IN SUCH NOTICE BY THE ADMINISTRATIVE AGENT,
WHEREUPON, SUBJECT TO THE PROVISIONS OF SECTION 2.04(C)(III), EACH
LENDER THAT SO MAKES FUNDS AVAILABLE SHALL BE DEEMED TO HAVE MADE A BASE
RATE COMMITTED LOAN TO THE COMPANY IN SUCH AMOUNT. THE ADMINISTRATIVE
AGENT SHALL REMIT THE FUNDS SO RECEIVED TO THE L/C ISSUER IN DOLLARS.

WITH RESPECT TO ANY UNREIMBURSED AMOUNT THAT IS NOT FULLY
REFINANCED BY A COMMITTED BORROWING OF BASE RATE LOANS BECAUSE THE
CONDITIONS SET FORTH IN SECTION 4.02 CANNOT BE SATISFIED OR FOR ANY
OTHER REASON, THE COMPANY SHALL BE DEEMED TO HAVE INCURRED FROM THE L/C
ISSUER AN L/C BORROWING IN THE AMOUNT OF THE UNREIMBURSED AMOUNT THAT IS
NOT SO REFINANCED, WHICH L/C BORROWING SHALL BE DUE AND PAYABLE ON

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DEMAND (TOGETHER WITH INTEREST) AND SHALL BEAR INTEREST AT THE DEFAULT
RATE. IN SUCH EVENT, EACH LENDER'S PAYMENT TO THE ADMINISTRATIVE AGENT
FOR THE ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.04(C)(II) SHALL
BE DEEMED PAYMENT IN RESPECT OF ITS PARTICIPATION IN SUCH L/C BORROWING
AND SHALL CONSTITUTE AN L/C ADVANCE FROM SUCH LENDER IN SATISFACTION OF
ITS PARTICIPATION OBLIGATION UNDER THIS SECTION 2.04.

UNTIL EACH LENDER FUNDS ITS COMMITTED LOAN OR L/C ADVANCE
PURSUANT TO THIS SECTION 2.04(C) TO REIMBURSE THE L/C ISSUER FOR ANY
AMOUNT DRAWN UNDER ANY LETTER OF CREDIT, INTEREST IN RESPECT OF SUCH
LENDER'S APPLICABLE PERCENTAGE OF SUCH AMOUNT SHALL BE SOLELY FOR THE
ACCOUNT OF THE L/C ISSUER.

EACH LENDER'S OBLIGATION TO MAKE COMMITTED LOANS OR L/C ADVANCES
TO REIMBURSE THE L/C ISSUER FOR AMOUNTS DRAWN UNDER LETTERS OF CREDIT,
AS CONTEMPLATED BY THIS SECTION 2.04(C), SHALL BE ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCE, INCLUDING
(A) ANY SETOFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
SUCH LENDER MAY HAVE AGAINST THE L/C ISSUER, THE COMPANY OR ANY OTHER
PERSON FOR ANY REASON WHATSOEVER; (B) THE OCCURRENCE OR CONTINUANCE OF A
DEFAULT, OR (C) ANY OTHER OCCURRENCE, EVENT OR CONDITION, WHETHER OR NOT
SIMILAR TO ANY OF THE FOREGOING; PROVIDED, HOWEVER, THAT EACH LENDER'S
OBLIGATION TO MAKE COMMITTED LOANS PURSUANT TO THIS SECTION 2.04(C) IS
SUBJECT TO THE CONDITIONS SET FORTH IN SECTION 4.02 (OTHER THAN DELIVERY
BY THE COMPANY OF A COMMITTED LOAN NOTICE). NO SUCH MAKING OF AN L/C
ADVANCE SHALL RELIEVE OR OTHERWISE IMPAIR THE OBLIGATION OF THE COMPANY
TO REIMBURSE THE L/C ISSUER FOR THE AMOUNT OF ANY PAYMENT MADE BY THE
L/C ISSUER UNDER ANY LETTER OF CREDIT, TOGETHER WITH INTEREST AS
PROVIDED HEREIN.

IF ANY LENDER FAILS TO MAKE AVAILABLE TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF THE L/C ISSUER ANY AMOUNT REQUIRED TO BE PAID
BY SUCH LENDER PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION
2.04(C) BY THE TIME SPECIFIED IN SECTION 2.04(C)(II), THE L/C ISSUER
SHALL BE ENTITLED TO RECOVER FROM SUCH LENDER (ACTING THROUGH THE
ADMINISTRATIVE AGENT), ON DEMAND, SUCH AMOUNT WITH INTEREST THEREON FOR
THE PERIOD FROM THE DATE SUCH PAYMENT IS REQUIRED TO THE DATE ON WHICH
SUCH PAYMENT IS IMMEDIATELY AVAILABLE TO THE L/C ISSUER AT A RATE PER
ANNUM EQUAL TO THE APPLICABLE OVERNIGHT RATE FROM TIME TO TIME IN
EFFECT. A CERTIFICATE OF THE L/C ISSUER SUBMITTED TO ANY LENDER (THROUGH
THE ADMINISTRATIVE AGENT) WITH RESPECT TO ANY AMOUNTS OWING UNDER THIS
SUBSECTION (VI) SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.

4. REPAYMENT OF PARTICIPATIONS.

AT ANY TIME AFTER THE L/C ISSUER HAS MADE A PAYMENT UNDER ANY
LETTER OF CREDIT AND HAS RECEIVED FROM ANY LENDER SUCH LENDER'S L/C
ADVANCE IN RESPECT OF SUCH PAYMENT IN ACCORDANCE WITH SECTION 2.04(C),
IF THE ADMINISTRATIVE AGENT RECEIVES FOR THE ACCOUNT OF THE L/C ISSUER
ANY PAYMENT IN RESPECT OF THE RELATED UNREIMBURSED AMOUNT OR INTEREST
THEREON (WHETHER DIRECTLY FROM THE COMPANY OR OTHERWISE, INCLUDING
PROCEEDS OF CASH COLLATERAL APPLIED THERETO BY THE ADMINISTRATIVE
AGENT), THE ADMINISTRATIVE AGENT WILL DISTRIBUTE TO SUCH LENDER ITS
APPLICABLE PERCENTAGE THEREOF (APPROPRIATELY ADJUSTED, IN THE CASE OF
INTEREST PAYMENTS, TO REFLECT THE PERIOD OF TIME DURING WHICH SUCH
LENDER'S L/C ADVANCE WAS OUTSTANDING) IN DOLLARS IN THE SAME FUNDS AS
THOSE RECEIVED BY THE ADMINISTRATIVE AGENT.

IF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE L/C ISSUER PURSUANT TO SECTION 2.04(C)(I) IS REQUIRED TO
BE RETURNED UNDER ANY OF THE CIRCUMSTANCES DESCRIBED IN SECTION 10.05
(INCLUDING PURSUANT TO ANY SETTLEMENT ENTERED INTO BY THE L/C ISSUER IN
ITS DISCRETION), EACH LENDER SHALL PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF THE L/C ISSUER ITS APPLICABLE 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 LENDER, AT A
RATE PER ANNUM EQUAL TO THE APPLICABLE

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OVERNIGHT RATE FROM TIME TO TIME IN EFFECT. THE OBLIGATIONS OF THE
LENDERS UNDER THIS SUBSECTION SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.

5. OBLIGATIONS ABSOLUTE. THE OBLIGATION OF THE COMPANY TO REIMBURSE THE
L/C ISSUER FOR EACH DRAWING UNDER EACH LETTER OF CREDIT AND TO REPAY EACH L/C
BORROWING SHALL BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT UNDER ALL CIRCUMSTANCES,
INCLUDING THE FOLLOWING:

ANY LACK OF VALIDITY OR ENFORCEABILITY OF SUCH LETTER OF CREDIT,
THIS AGREEMENT, OR ANY OTHER LOAN DOCUMENT;

THE EXISTENCE OF ANY CLAIM, COUNTERCLAIM, SETOFF, DEFENSE OR
OTHER RIGHT THAT THE COMPANY OR ANY SUBSIDIARY MAY HAVE AT ANY TIME
AGAINST ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT (OR
ANY PERSON FOR WHOM ANY SUCH BENEFICIARY OR ANY SUCH TRANSFEREE MAY BE
ACTING), THE L/C ISSUER OR ANY OTHER PERSON, WHETHER IN CONNECTION WITH
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR BY SUCH LETTER
OF CREDIT OR ANY AGREEMENT OR INSTRUMENT RELATING THERETO, OR ANY
UNRELATED TRANSACTION;

ANY DRAFT, DEMAND, CERTIFICATE OR OTHER DOCUMENT PRESENTED UNDER
SUCH 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; OR ANY LOSS OR DELAY IN THE TRANSMISSION OR
OTHERWISE OF ANY DOCUMENT REQUIRED IN ORDER TO MAKE A DRAWING UNDER SUCH
LETTER OF CREDIT;

ANY PAYMENT BY THE L/C ISSUER UNDER SUCH LETTER OF CREDIT
AGAINST PRESENTATION OF A DRAFT OR CERTIFICATE THAT DOES NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT; OR ANY PAYMENT MADE BY
THE L/C ISSUER UNDER SUCH LETTER OF CREDIT TO ANY PERSON PURPORTING TO
BE A TRUSTEE IN BANKRUPTCY, DEBTOR-IN-POSSESSION, ASSIGNEE FOR THE
BENEFIT OF CREDITORS, LIQUIDATOR, RECEIVER OR OTHER REPRESENTATIVE OF OR
SUCCESSOR TO ANY BENEFICIARY OR ANY TRANSFEREE OF SUCH LETTER OF CREDIT,
INCLUDING ANY ARISING IN CONNECTION WITH ANY PROCEEDING UNDER ANY DEBTOR
RELIEF LAW;

ANY ADVERSE CHANGE IN THE RELEVANT EXCHANGE RATES OR IN THE
AVAILABILITY OF THE RELEVANT ALTERNATIVE CURRENCY TO THE COMPANY OR IN
THE RELEVANT CURRENCY MARKETS GENERALLY; OR

ANY OTHER CIRCUMSTANCE OR HAPPENING WHATSOEVER, WHETHER OR NOT
SIMILAR TO ANY OF THE FOREGOING, INCLUDING ANY OTHER CIRCUMSTANCE THAT
MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF,
THE COMPANY OR ANY SUBSIDIARY.

The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

6. ROLE OF L/C ISSUER. EACH LENDER AND THE COMPANY AGREE THAT, IN PAYING
ANY DRAWING UNDER A LETTER OF CREDIT, THE L/C ISSUER SHALL NOT HAVE ANY
RESPONSIBILITY TO OBTAIN ANY DOCUMENT (OTHER THAN ANY SIGHT DRAFT, CERTIFICATES
AND DOCUMENTS EXPRESSLY REQUIRED BY THE LETTER OF CREDIT) OR TO ASCERTAIN OR
INQUIRE AS TO THE VALIDITY OR ACCURACY OF ANY SUCH DOCUMENT OR THE AUTHORITY OF
THE PERSON EXECUTING OR DELIVERING ANY SUCH DOCUMENT. NONE OF THE L/C ISSUER,
THE ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY
CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE TO ANY
LENDER FOR (I) ANY ACTION TAKEN OR OMITTED IN CONNECTION HEREWITH AT THE REQUEST
OR WITH THE APPROVAL OF THE

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LENDERS OR THE REQUIRED LENDERS, AS APPLICABLE; (II) ANY ACTION TAKEN OR OMITTED
IN THE ABSENCE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (III) THE DUE
EXECUTION, EFFECTIVENESS, VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT OR
INSTRUMENT RELATED TO ANY LETTER OF CREDIT OR ISSUER DOCUMENT. THE COMPANY
HEREBY ASSUMES ALL RISKS OF THE ACTS OR OMISSIONS OF ANY BENEFICIARY OR
TRANSFEREE WITH RESPECT TO ITS USE OF ANY LETTER OF CREDIT; PROVIDED, HOWEVER,
THAT THIS ASSUMPTION IS NOT INTENDED TO, AND SHALL NOT, PRECLUDE THE COMPANY'S
PURSUING SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE BENEFICIARY OR
TRANSFEREE AT LAW OR UNDER ANY OTHER AGREEMENT. NONE OF THE L/C ISSUER, THE
ADMINISTRATIVE AGENT, ANY OF THEIR RESPECTIVE RELATED PARTIES NOR ANY
CORRESPONDENT, PARTICIPANT OR ASSIGNEE OF THE L/C ISSUER SHALL BE LIABLE OR
RESPONSIBLE FOR ANY OF THE MATTERS DESCRIBED IN SECTION 2.04(E)(I) THROUGH (VI);
PROVIDED, HOWEVER, THAT ANYTHING IN SUCH CLAUSES TO THE CONTRARY
NOTWITHSTANDING, THE COMPANY MAY HAVE A CLAIM AGAINST THE L/C ISSUER, AND THE
L/C ISSUER MAY BE LIABLE TO THE COMPANY, TO THE EXTENT, BUT ONLY TO THE EXTENT,
OF ANY DIRECT, AS OPPOSED TO CONSEQUENTIAL OR EXEMPLARY, DAMAGES SUFFERED BY THE
COMPANY WHICH THE COMPANY PROVES WERE CAUSED BY THE L/C ISSUER'S WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE OR THE L/C ISSUER'S WILLFUL FAILURE TO PAY UNDER
ANY LETTER OF CREDIT AFTER THE PRESENTATION TO IT BY THE BENEFICIARY OF A SIGHT
DRAFT AND CERTIFICATE(S) STRICTLY COMPLYING WITH THE TERMS AND CONDITIONS OF A
LETTER OF CREDIT. IN FURTHERANCE AND NOT IN LIMITATION OF THE FOREGOING, THE L/C
ISSUER MAY ACCEPT DOCUMENTS THAT APPEAR ON THEIR FACE TO BE IN ORDER, WITHOUT
RESPONSIBILITY FOR FURTHER INVESTIGATION, REGARDLESS OF ANY NOTICE OR
INFORMATION TO THE CONTRARY, AND THE L/C ISSUER SHALL NOT BE RESPONSIBLE FOR THE
VALIDITY OR SUFFICIENCY OF ANY INSTRUMENT TRANSFERRING OR ASSIGNING OR
PURPORTING TO TRANSFER OR ASSIGN A 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.

7. CASH COLLATERAL. UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, (I) IF
THE L/C ISSUER HAS HONORED ANY FULL OR PARTIAL DRAWING REQUEST UNDER ANY LETTER
OF CREDIT AND SUCH DRAWING HAS RESULTED IN AN L/C BORROWING, OR (II) IF, AS OF
THE LETTER OF CREDIT EXPIRATION DATE, ANY L/C OBLIGATION FOR ANY REASON REMAINS
OUTSTANDING, THE COMPANY SHALL, IN EACH CASE, IMMEDIATELY CASH COLLATERALIZE THE
THEN OUTSTANDING AMOUNT OF ALL L/C OBLIGATIONS. SECTIONS 2.06 AND 8.02(C) SET
FORTH CERTAIN ADDITIONAL REQUIREMENTS TO DELIVER CASH COLLATERAL HEREUNDER. FOR
PURPOSES OF THIS SECTION 2.04, SECTION 2.06 AND SECTION 8.02(C), "CASH
COLLATERALIZE" MEANS TO PLEDGE AND DEPOSIT WITH OR DELIVER TO THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE LENDERS, AS COLLATERAL FOR THE
L/C OBLIGATIONS, CASH OR DEPOSIT ACCOUNT BALANCES PURSUANT TO DOCUMENTATION IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE L/C ISSUER
(WHICH DOCUMENTS ARE HEREBY CONSENTED TO BY THE LENDERS). DERIVATIVES OF SUCH
TERM HAVE CORRESPONDING MEANINGS. THE COMPANY HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE L/C ISSUER AND THE LENDERS, A
SECURITY INTEREST IN ALL SUCH CASH, DEPOSIT ACCOUNTS AND ALL BALANCES THEREIN
AND ALL PROCEEDS OF THE FOREGOING. CASH COLLATERAL SHALL BE MAINTAINED IN
BLOCKED, NON-INTEREST BEARING DEPOSIT ACCOUNTS AT BANK OF AMERICA.

8. APPLICABILITY OF ISP AND UCP. UNLESS OTHERWISE EXPRESSLY AGREED BY
THE L/C ISSUER AND THE COMPANY WHEN A LETTER OF CREDIT IS ISSUED (INCLUDING ANY
SUCH AGREEMENT APPLICABLE TO AN EXISTING LETTER OF CREDIT), (I) THE RULES OF THE
ISP SHALL APPLY TO EACH STANDBY LETTER OF CREDIT, AND (II) THE RULES OF THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, AS MOST RECENTLY PUBLISHED
BY THE INTERNATIONAL CHAMBER OF COMMERCE AT THE TIME OF ISSUANCE SHALL APPLY TO
EACH COMMERCIAL LETTER OF CREDIT.

9. LETTER OF CREDIT FEES. THE COMPANY SHALL PAY TO THE ADMINISTRATIVE
AGENT FOR THE ACCOUNT OF EACH LENDER IN ACCORDANCE WITH ITS APPLICABLE
PERCENTAGE A LETTER OF CREDIT FEE (THE "LETTER OF CREDIT FEE") (I) FOR EACH
COMMERCIAL LETTER OF CREDIT EQUAL TO 50% TIMES THE APPLICABLE RATE TIMES THE
DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF
CREDIT, AND (II) FOR EACH STANDBY LETTER OF CREDIT EQUAL TO THE APPLICABLE RATE
TIMES THE DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH
LETTER OF CREDIT. FOR PURPOSES OF COMPUTING THE DAILY AMOUNT AVAILABLE TO BE
DRAWN UNDER ANY LETTER OF CREDIT, THE AMOUNT OF SUCH LETTER OF CREDIT SHALL BE
DETERMINED IN ACCORDANCE WITH SECTION

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1.09. LETTER OF CREDIT FEES SHALL BE (I) COMPUTED ON A QUARTERLY BASIS IN
ARREARS AND (II) DUE AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH
MARCH, JUNE, SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO
OCCUR AFTER THE ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT
EXPIRATION DATE AND THEREAFTER ON DEMAND. IF THERE IS ANY CHANGE IN THE
APPLICABLE RATE DURING ANY QUARTER, THE DAILY AMOUNT AVAILABLE TO BE DRAWN UNDER
EACH LETTER OF CREDIT SHALL BE COMPUTED AND MULTIPLIED BY THE APPLICABLE RATE OR
50% OF SUCH APPLICABLE RATE, AS THE CASE MAY BE, SEPARATELY FOR EACH PERIOD
DURING SUCH QUARTER THAT SUCH APPLICABLE RATE WAS IN EFFECT.

10. FRONTING FEE AND DOCUMENTARY AND PROCESSING CHARGES PAYABLE TO L/C
ISSUER. THE COMPANY SHALL PAY DIRECTLY TO THE L/C ISSUER FOR ITS OWN ACCOUNT, IN
DOLLARS, A FRONTING FEE (I) WITH RESPECT TO EACH COMMERCIAL LETTER OF CREDIT, AT
THE RATE SPECIFIED IN THE FEE LETTER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE
AMOUNT OF SUCH LETTER OF CREDIT, AND PAYABLE UPON THE ISSUANCE THEREOF, (II)
WITH RESPECT TO ANY AMENDMENT OF A COMMERCIAL LETTER OF CREDIT INCREASING THE
AMOUNT OF SUCH LETTER OF CREDIT, AT A RATE SEPARATELY AGREED BETWEEN THE COMPANY
AND THE L/C ISSUER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE AMOUNT OF SUCH
INCREASE, AND PAYABLE UPON THE EFFECTIVENESS OF SUCH AMENDMENT, AND (III) WITH
RESPECT TO EACH STANDBY LETTER OF CREDIT, AT THE RATE PER ANNUM SPECIFIED IN THE
FEE LETTER, COMPUTED ON THE DOLLAR EQUIVALENT OF THE DAILY AMOUNT AVAILABLE TO
BE DRAWN UNDER SUCH LETTER OF CREDIT ON A QUARTERLY BASIS IN ARREARS, AND DUE
AND PAYABLE ON THE FIRST BUSINESS DAY AFTER THE END OF EACH MARCH, JUNE,
SEPTEMBER AND DECEMBER, COMMENCING WITH THE FIRST SUCH DATE TO OCCUR AFTER THE
ISSUANCE OF SUCH LETTER OF CREDIT, ON THE LETTER OF CREDIT EXPIRATION DATE AND
THEREAFTER ON DEMAND. FOR PURPOSES OF COM