CREDIT AGREEMENT

EXHIBIT 4.01
____________


CREDIT AGREEMENT
Dated as of December 1, 2006
among
NIKE, INC.,
as the Borrower,
BANK OF AMERICA, N.A.,
as Administrative Agent,
CITICORP USA, INC.,
as Syndication Agent,

HSBC BANK USA, N.A., THE BANK OF TOKYO MITSUBISHI UFJ, LTD. and

DEUTSCHE BANK SECURITIES INC.,
as Co-Documentation Agents,
and
The Other Banks Party Hereto

BANC OF AMERICA SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

s Co-Lead Arrangers and Co-Book Managers

<PAGE>
TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS AND OTHER INTERPRETIVE PROVISIONS 1
1.1. Defined Terms 1
1.2. Other Interpretive Provisions 13
1.3. References to Agreements and Laws 14
ARTICLE II THE FACILITY 14
2.1. The Facility 14
2.2. Ratable Advances 14
2.3. Competitive Bid Advances 16
2.4. Fees 19
2.5. General Facility Terms 20
2.6. Extension of Termination Date 24
ARTICLE III TAXES, CHANGE IN CIRCUMSTANCES 25
3.1. Taxes 25
3.2. Yield Protection 26
3.3. Availability of Rate Options 27
3.4. Funding Indemnification 27
3.5. Regulation D Compensation 27
3.6. Bank Statements; Survival of Indemnity 28
3.7. Removal of Banks 28
ARTICLE IV CONDITIONS PRECEDENT 28
4.1. Closing 28
4.2. Each Advance 29
ARTICLE V REPRESENTATIONS AND WARRANTIES 30
5.1. Corporate Existence 30
5.2. Authorization and Validity 30
5.3. No Conflict; Government Consent 30
5.4. Financial Statements 30
5.5. Taxes 30
5.6. Litigation and Contingent Obligations 31
5.7. Subsidiaries 31
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5.8. ERISA 31
5.9. Accuracy of Information 31
5.10. Regulation U 31
5.11. Material Agreements 31
5.12. Compliance With Laws 32
5.13. Ownership of Properties 32
5.14. Post-Retirement Benefits 32
5.15. Environmental and Safety and Health Matters 32
ARTICLE VI COVENANTS 32
6.1. Financial Reporting 32
6.2. Use of Proceeds 33
6.3. Notice of Default 34
6.4. Preservation of Existence; Conduct of Business 34
6.5. Taxes 34
6.6. Insurance 34
6.7. Compliance with Laws 34
6.8. Maintenance of Properties; Trademarks and Franchises 35
6.9. Inspection 35
6.10. Dividends 35
6.11. Merger 35
6.12. Sale of Assets 35
6.13. Sale and Leaseback 35
6.14. Acquisitions 36
6.15. Liens 36
6.16. Affiliates 37
6.17. Capitalization Ratio 37
6.18. Notice of Rating Change 37
ARTICLE VII DEFAULTS 37
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES 39
8.1. Acceleration 39
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8.2. Amendments and Waivers 39
8.3. Preservation of Rights 40
ARTICLE IX NOTICES 41
9.1. Giving Notice 41
9.2. Change of Address 41
ARTICLE X GENERAL PROVISIONS 41
10.1. Survival of Representations 41
10.2. Governmental Regulation 41
10.3. Taxes 41
10.4. Headings 41
10.5. Entire Agreement 41
10.6. Several Obligations 42
10.7. Expenses; Indemnification 42
10.8. Numbers of Documents 43
10.9. Accounting 43
10.10. Severability of Provisions 43
10.11. Nonliability of Banks 43
10.12. Confidentiality 43
10.13. CHOICE OF LAW 44
10.14. CONSENT TO JURISDICTION 44
10.15. WAIVER OF JURY TRIAL 45
10.16. OREGON LEGAL NOTICE 45
10.17. Counterparts 45
10.18. No Advisory or Fiduciary Responsibility 45
10.19. USA PATRIOT Act Notice 46
ARTICLE XI THE ADMINISTRATIVE AGENT 46
11.1. Appointment and Authorization of Administrative Agent 46
11.2. Delegation of Duties 46
11.3. Liability of Administrative Agent 47
11.4. Reliance by Administrative Agent 47
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11.5. Notice of Default 48
11.6. Credit Decision; Disclosure of Information by Administrative
Agent 48
11.7. Indemnification of Administrative Agent 48
11.8. Administrative Agent in Individual Capacity 49
11.9. Successor Administrative Agent 49
11.10. Foreign Banks 50
11.11. Administrative Agent May File Proofs of Claim 50
11.12. Other Agents; Co-Lead Arrangers 51
ARTICLE XII SETOFF; RATABLE PAYMENTS 51
12.1. Setoff 51
12.2. Ratable Payments 52
ARTICLE XIII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 52
13.1. Successors and Assigns 52
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EXHIBITS
________

EXHIBIT A-1 Ratable Note
EXHIBIT A-2 Competitive Bid Note
EXHIBIT B Competitive Bid Quote Request
EXHIBIT C Invitation for Competitive Bid Quotes
EXHIBIT D Competitive Bid Quotes
EXHIBIT E Borrower Counsel Opinion
EXHIBIT F Ratable Borrowing Notice
EXHIBIT G Notice of Conversion/Continuation
EXHIBIT H Compliance Certificate
EXHIBIT I Assignment and Assumption


SCHEDULES
_________

Schedule 1 Subsidiaries
Schedule 2 Liens
Schedule 3 Commitments and Pro Rata Shares
Schedule 4 Eurodollar and Domestic Lending Offices
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<PAGE>


CREDIT AGREEMENT


This Credit Agreement, dated as of November __, 2006, is among NIKE,
INC., the Banks and BANK OF AMERICA, N.A., as Administrative Agent, CITICORP
USA, INC., as Syndication Agent, and HSBC BANK USA, LTD., THE BANK OF TOKYO
MITSUBISHI UFJ, LTD. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation
Agents. The parties hereto agree as follows:


ARTICLE I
DEFINITIONS AND OTHER INTERPRETIVE PROVISIONS
_____________________________________________

1.1. Defined Terms. As used in this Agreement, the following terms
_____________
shall have the meanings set forth below:

"Absolute Rate" means, with respect to an Absolute Rate Loan made by a
_____________
given Bank for the relevant Absolute Rate Interest Period, the rate of
interest per annum (rounded to the nearest 1/1000 of 1%) offered by such Bank
and accepted by the Borrower.

"Absolute Rate Advance" means a borrowing hereunder consisting of the
_____________________
aggregate amount of the several Absolute Rate Loans made by some or all of
the Banks to the Borrower at the same time and for the same Interest Period.

"Absolute Rate Auction" means a solicitation of Competitive Bid Quotes
_____________________
setting forth Absolute Rates pursuant to Section 2.3.

"Absolute Rate Interest Period" means, with respect to an Absolute Rate
_____________________________
Advance, a period of not less than 7 and not more than 183 days commencing on
a Business Day selected by the Borrower pursuant to this Agreement. If such
Absolute Rate Interest Period would end on a day which is not a Business Day,
such Absolute Rate Interest Period shall end on the next succeeding Business
Day.

"Absolute Rate Loan" means a Competitive Bid Loan which bears interest
__________________
at the Absolute Rate.

"Acquisition" means any material transaction, or any series of related
___________
transactions, consummated after the date of this Agreement, by which the
Borrower or any of the Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise, or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in
a series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election
of directors (other than securities having such power only by reason of the
happening of a contingency).

"Additional Bank" has the meaning assigned to that term in Section
_______________ _______
2.6.4.
_____

<PAGE>

"Administrative Agent" means Bank of America, in its capacity as
____________________
administrative agent for the Banks pursuant to Article XI, and not in its
__________
individual capacity as a Bank, and any successor Administrative Agent
appointed pursuant to Article XI.
__________

"Administrative Agent-Related Persons" means the Administrative Agent,
____________________________________
together with its Affiliates (including, in the case of Bank of America, in
its capacity as the Administrative Agent and in the case of Banc of America
Securities LLC, in its capacity as the Co-Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

"Administrative Agent's Office" means the Administrative Agent's address
_____________________________
and, as appropriate, account as set forth on Schedule 4, or such other
__________
address or account as the Administrative Agent may from time to time notify
to the Borrower and the Banks.

"Advance" means a borrowing hereunder consisting of the aggregate amount
_______
of the several Loans made by some or all of the Banks to the Borrower on the
same Borrowing Date, at the same Rate Option (or on the same interest basis
in the case of Competitive Bid Advances) and, where applicable, for the same
Interest Period and includes a Competitive Bid Advance.

"Affiliate" means, as to any Person, any other Person which, directly or
_________
indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, membership interests, by
contract, or otherwise.

"Agreement" means this Credit Agreement as amended, modified or
_________
supplemented from time to time.

"Agreement Accounting Principles" means generally accepted principles of
_______________________________
accounting as in effect from time to time, applied in a manner consistent
with that used in preparing the financial statements referred to in Section
_______
5.4.
___
2

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"Applicable Facility Fee Rate" means, on any date and with respect to
____________________________
each Commitment whether used or unused, the applicable fee (in basis points)
set forth below based on the Applicable Rating Level on such date (provided,
________
however, that on the Effective Date the Applicable Rating Level shall be
_______
deemed to be Level II):

Applicable Rating Level Facility Fee Rate
(in basis points)
_______________________ _________________

Level I 4.5
Level II 5.0
Level III 6.0
Level IV 7.0
Level V 8.0
Level VI 10.0

"Applicable Margin" means, on any date and with respect to each
_________________
Eurodollar Ratable Loan, the applicable margin set forth below based on the
Applicable Rating Level on such date (provided, however, that on the
________ _______
Effective Date the Applicable Rating Level shall be deemed to be Level II):


Applicable Rating Level Applicable Margin
(in basis points)
_______________________ _________________

Level I 13.0
Level II 15.0
Level III 19.0
Level IV 20.5
Level V 27.0
Level VI 35.0

"Applicable Rating Level" shall mean and be determined by the ratings
_______________________
issued from time to time by S&P and Moody's (or S&P or Moody's, if ratings
shall be available from only one of such Rating Agencies) in respect of the
Borrower's long-term, senior unsecured, non-credit-enhanced debt in
accordance with the following (provided, however, that on the Effective Date
________ _______
the Applicable Rating Level shall be deemed to be Level II):

Rating Level S&P Moody's
____________ ___ _______

Level I More favorable than A+ More favorable than A1
Level II A+ A1
Level III A A2
3

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Level IV A- A3
Level V BBB+ Baa1
Level VI Less than BBB+ or not rated Less than Baa1 or not rated

For purposes of the foregoing, (a) if ratings are available from both
S&P and Moody's, and the ratings available from such Rating Agencies do not
correspond to the same rating level on the chart above, then (1) if such
rating levels differ by only one level on the chart above, then the
Applicable Rating Level shall correspond to the higher of the two ratings,
and (2) if such rating levels differ by more than one level on the chart
above, then the Applicable Rating Level shall correspond to that rating which
is one rating higher than the lower of the two ratings; (b) if determinative
ratings shall change (other than as a result of a change in the rating system
used by any applicable Rating Agency) such that a change in the Applicable
Rating Level would result, such change shall effect a change in the
Applicable Rating Level as of the day on which the Administrative Agent
receives notice of such change in determinative ratings (such day, a "Change
______
Day"), and any change in the Applicable Margin shall take effect commencing
___
on such Change Day and ending on the date immediately preceding the next
Change Day; (c) if the rating system of any of the Rating Agencies shall
change prior to the date all Obligations hereunder have been paid and the
Commitments cancelled, the Borrower and the Majority Banks shall negotiate in
good faith to amend the references to specific ratings in this definition to
reflect such changed rating system, and pending such amendment, if no
Applicable Rating Level is otherwise determinable based upon the foregoing,
the most recent Applicable Rating Level in effect shall apply; (d) if the
Borrower shall fail to give notice to the Administrative Agent of any change
in rating by any Rating Agency in respect of the Borrower's long-term, senior
unsecured debt on the date required by Section 6.18, the Applicable Rating
____________
Level shall be deemed to be Level VI for the period from the date such notice
was required to be delivered to the date such notice is received by the
Administrative Agent; and (e) upon the occurrence of and during the existence
of a Default, the Applicable Rating Level shall be deemed to be Level VI.

"Applicable Utilization Fee Rate" means, on any date, a fee equal to 5.0
_______________________________
basis points for all Applicable Rating Levels.

"Approved Fund" has the meaning assigned to such term in Section
_____________ _______
13.1(h).
_______

"Assignment and Assumption" means an Assignment and Assumption
_________________________
substantially in the form of Exhibit I.
_________

"Attorney Costs" means and includes all fees, expenses and disbursements
______________
of any law firm or other external counsel and, without duplication, the
allocated cost of internal legal services and all expenses and disbursements
of internal counsel.

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

"Banks" means the financial institutions acting as lenders hereunder,
_____
listed on the signature pages of this Agreement and their respective
successors and assigns.

4

<PAGE>


"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 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.

"Borrower" means NIKE, Inc., an Oregon corporation.
________

"Borrowing Date" means a date on which an Advance is made hereunder.
______________

"Business Day" means (i) with respect to any borrowing, payment or rate
____________
selection of Eurodollar Ratable Advances or Eurodollar Bid Rate Advances, a
day other than Saturday or Sunday on which banks are open for business in San
Francisco and New York City and on which dealings in United States dollars
are carried on in the London interbank market, and (ii) for all other
purposes, a day other than Saturday or Sunday on which banks are open for
business in San Francisco and New York City.

"Capitalization Ratio" means, with respect to the Borrower and its
____________________
Subsidiaries on a consolidated basis, the ratio of (i) Indebtedness to (ii)
the sum of (x) Indebtedness and (y) net worth as determined in accordance
with generally accepted accounting principles.

"Capitalized Lease" of a Person means any lease of property by such
_________________
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of
_____________________________
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

"Co-Arrangers" means Banc of America Securities LLC and Citigroup Global
____________
Markets Inc., each in its capacity as a co-lead arranger and a co-book
manager.

"Code" means the Internal Revenue Code of 1986.
____

"Co-Documentation Agents" means HSBC Bank USA, Ltd., The Bank of Tokyo
_______________________
Mitsubishi UFJ, Ltd., and Deutsche Bank Securities, each in its capacity as a
co-documentation agent and not in its individual capacity as a Bank.

"Commitment" means for each Bank, the obligation of the Bank to make
__________
Loans not exceeding the amount set forth opposite the Bank's name in Schedule
________
3 hereof or in the Assignment and Assumption pursuant to which such Bank
_
becomes a party hereto, as applicable, as such amount may be modified from
time to time pursuant to the terms of this Agreement and any Assignment and
Assumption (collectively, the "Commitments").
___________

5

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"Competitive Bid Advance" means a borrowing hereunder prior to the
_______________________
Termination Date consisting of the aggregate amount of the several
Competitive Bid Loans made by some or all of the Banks to the Borrower at the
same time and for the same Interest Period.

"Competitive Bid Borrowing Notice" is defined in Section 2.3.6.
________________________________ _____________

"Competitive Bid Loan" means a Eurodollar Bid Rate Loan or an Absolute
____________________
Rate Loan, or both, as the case may be.

"Competitive Bid Margin" means the margin above or below the applicable
______________________
Eurodollar Base Rate offered for a Eurodollar Bid Rate Loan, expressed as a
percentage (rounded to the nearest 1/1000 of 1%) to be added or subtracted
from such Eurodollar Base Rate.

"Competitive Bid Note" means a promissory note in substantially the form
____________________
of Exhibit A-2 hereto, with appropriate insertions, duly executed and
___________
delivered to the Administrative Agent by the Borrower for the account of a
Bank and payable to the order of such Bank, including any amendment,
modification, renewal or replacement of such promissory note.

"Competitive Bid Quote" means a Competitive Bid Quote substantially in
_____________________
the form of Exhibit D hereto completed and delivered by a Bank to the
_________
Administrative Agent in accordance with Section 2.3.4.
_____________

"Competitive Bid Quote Request" means a Competitive Bid Quote Request
_____________________________
substantially in the form of Exhibit B hereto completed and delivered by the
_________
Borrower to the Administrative Agent in accordance with Section 2.3.2.
_____________

"Compliance Certificate" has the meaning assigned such term in Section
______________________
6.1(c).
______

"Controlled Group" means all members of a controlled group of
________________
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any Subsidiary, are
treated as a single employer under Section 414(b) or 414(c) of the Code.


"Conversion/Continuation Date" means any date on which, under Section
____________________________ _______
2.2.4, the Borrower (a) converts an Advance bearing interest based on a Rate
_____
Option to an Advance bearing interest based on another Rate Option, or (b)
continues an Advance bearing interest based on the same Rate Option, but with
a new Interest Period.

"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 an event described in Article VII.
_______ ___________

"Dollars" and "$" mean lawful money of the United States of America.
_______ _

6

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"Effective Date" means the date on which all conditions set forth in
______________
Section 4.1 are satisfied or waived by the Administrative Agent and the Banks
___________
(or, in the case of Section 4.1(k), waived by the Person entitled to receive
______________
the applicable payment), provided such date shall not be later than December
31, 2006.

"Eligible Assignee" has the meaning assigned to such term in Section
_________________ _______
13.1(h).
_______

"Environmental Laws" means the Resource Conservation and Recovery Act of
__________________
1987, the Comprehensive Environmental Response, Compensation and Liability
Act, any so called "Superfund" or "Superlien" law, the Toxic Substances
Control Act, and any other federal, state or local statute, law, ordinance,
code, rule, regulation, order or decree regulating, relating to, or imposing
liability or standards of conduct concerning, any hazardous materials or
other hazardous or toxic substance, as now or at any time hereafter in
effect.

"ERISA" means the Employee Retirement Income Security Act of 1974 and
_____
any regulations issued pursuant thereto.

"Eurodollar Auction" means a solicitation of Competitive Bid Quotes
__________________
setting forth Eurodollar Bid Rates pursuant to Section 2.3.
___________

"Eurodollar Base Rate" means for any Interest Period with respect to any
____________________
Eurodollar Ratable Advance or a Eurodollar Bid Rate Advance:

(a) the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of
the Telerate screen (or any successor thereto) that displays an average
British Bankers Association Interest Settlement Rate for deposits in
Dollars (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, determined as of approximately
11:00 a.m. (London time) two Business Days prior to the first day of
such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not
appear on such page or service or such page or service shall not be
available, the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate on such other page or other
service that displays an average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b)
are not available, the rate per annum determined by the Administrative
Agent as the rate of interest at which deposits in Dollars for delivery
on the first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Ratable Advance or Eurodollar Bid
Rate Advance being made (or that would be made by Bank of America if
such Advance were a Eurodollar Ratable Advance), continued or converted
by Bank of America and with a term equivalent to such Interest Period
would be offered by Bank of America's London Branch to major banks in
the interbank eurodollar market at their request at approximately 4:00
p.m. (London time) two Business Days prior to the first day of such
Interest Period.

7

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"Eurodollar Bid Rate" means, with respect to a Eurodollar Bid Rate Loan
___________________
made by a given Bank for the relevant Eurodollar Interest Period, the sum of
(i) the Eurodollar Base Rate and (ii) the Competitive Bid Margin offered by
such Bank and accepted by the Borrower.

"Eurodollar Bid Rate Advance" means a Competitive Bid Advance which
___________________________
bears interest at a Eurodollar Bid Rate.

"Eurodollar Bid Rate Loan" means a Loan which bears interest at the
________________________
Eurodollar Bid Rate.

"Eurodollar Ratable Advance" means an Advance which bears interest at a
__________________________
Eurodollar Rate requested by the Borrower pursuant to Section 2.2.
___________

"Eurodollar Ratable Loan" means a Loan which bears interest at a
_______________________
Eurodollar Rate requested by the Borrower pursuant to Section 2.2.
___________

"Eurodollar Interest Period" means, with respect to a Eurodollar
__________________________
Ratable Advance or a Eurodollar Bid Rate Advance, a period of one, two, three
or six months commencing on a Business Day selected by the Borrower pursuant
to this Agreement. Such Eurodollar Interest Period shall end on (but
exclude) the day which corresponds numerically to such date one, two, three
or six months thereafter; provided, however, that if there is no such
________ _______
numerically corresponding day in such next, second, third or sixth succeeding
month, such Eurodollar Interest Period shall end on the last Business Day of
such next, second, third or sixth succeeding month. If a Eurodollar Interest
Period would otherwise end on a day which is not a Business Day, such
Eurodollar Interest Period shall end on the next succeeding Business Day;
provided, however, that if said next succeeding Business Day falls in a new
________ _______
month, such Eurodollar Interest Period shall end on the immediately preceding
Business Day.

"Eurodollar Rate" means, with respect to a Eurodollar Ratable Advance
_______________
for the relevant Eurodollar Interest Period, the sum of (i) the Eurodollar
Base Rate applicable to that Eurodollar Interest Period plus (ii) the
Applicable Margin.

"Existing Credit Agreement" means that certain Credit Agreement dated as
_________________________
of November 20, 2003, as amended from time to time, among the Borrower, Bank
of America, as Administrative Agent, and the other financial institutions
party thereto.

"Existing Termination Date" has the meaning assigned to that term in
_________________________
Section 2.6.1.
_____________

8

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"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 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 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" has the meaning assigned to that term in Section 2.4.1.
__________ _____________

"Fixed Rate" means the Eurodollar Rate, the Eurodollar Bid Rate or the
__________
Absolute Rate.

"Fixed Rate Advance" means an Advance which bears interest at a Fixed
__________________
Rate.

"Fixed Rate Loan" means a Loan which bears interest at a Fixed Rate.
_______________

"Floating Rate" means, for any day, a rate per annum equal to the Base
_____________
Rate.

"Floating Rate Advance" means an Advance which bears interest at the
_____________________
Floating Rate.

"Floating Rate Loan" means a Loan which bears interest at the Floating
__________________
Rate.

"Fund" has the meaning assigned to that term in Section 13.1(h).
____ _______________

"Further Taxes" means any and all present or future taxes, levies,
_____________
assessments, imposts, duties, deductions, fees, withholdings or similar
charges (including net income taxes and franchise taxes), and all liabilities
with respect thereto, imposed by any jurisdiction on account of amounts
payable or paid pursuant to Section 3.1.
___________

"Governmental Authority" means any nation or government, any state or
______________________
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

"Indebtedness" of a Person means such Person's (i) obligations for
____________
borrowed money, (ii) obligations representing the deferred purchase price of
property or services other than accounts payable arising in the ordinary
course of such Person's business payable on terms customary in the trade,
(iii) obligations, whether or not assumed, secured by Liens or payable out of
the proceeds or production from property now or hereafter owned or acquired
by such Person, (iv) obligations which are evidenced by notes, acceptances,
or other instruments, (v) Capitalized Lease Obligations, (vi) net liabilities
under interest rate swap, foreign exchange or cap agreements, and (vii)
liability under any arrangement by which such Person assumes, guarantees,
contingently agrees to purchase or provide funds for the payment of, or
otherwise becomes or is contingently liable upon, the

9\

<PAGE>

obligation or liability of any other Person, or agrees to maintain the net
worth or working capital or other financial condition of any other Person.

"Indemnified Liabilities" has the meaning specified in Section 10.7.
_______________________ ____________

"Interest Period" means a Eurodollar Interest Period or an Absolute Rate
_______________
Interest Period.

"Invitation for Competitive Bid Quotes" means an Invitation for
_____________________________________
Competitive Bid Quotes substantially in the form of Exhibit C hereto,
_________
completed and delivered by the Administrative Agent to the Banks in
accordance with Section 2.3.3.
_____________

"IRS" means the Internal Revenue Service of the United States Treasury.
___

"Knight Family" means, collectively, Philip H. Knight, and his wife,
_____________
children, parents and siblings, and any trust, corporation or partnership
with respect to his assets established for estate planning purposes.

"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, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.

"Lending Office" means, as to any Bank, the office or offices of such
______________
Bank described as such on Schedule 4, or such other office or offices as a
__________
Bank may from time to time notify the Borrower and the Administrative Agent.

"Lien" means any security interest, mortgage, pledge, lien (statutory or
____
other), claim, charge, encumbrance, title retention agreement, lessor's
interest under a Capitalized Lease or analogous instrument, in, of or on any
Person's assets or properties in favor of any other Person.

"Loan" means, with respect to a Bank, such Bank's portion, if any, of
____
any Advance.

"Loan Anniversary" has the meaning assigned to that term in Section
________________ _______
2.6.1.
_____

"Loan Documents" means this Agreement and the Notes.
______________

"Majority Banks" means Banks in the aggregate having more than 50% of
______________
the combined Commitments at such time of all Banks or, if the Commitments
have been terminated, Banks in the aggregate holding more than 50% of the
aggregate unpaid principal amount of the outstanding Loans.

"Material Adverse Effect" means with respect to any matter that such
_______________________
matter (i) could reasonably be expected to materially and adversely affect
the business, properties, condition

10

<PAGE>

(financial or otherwise), or results of operations of the Borrower or the
Borrower and its Subsidiaries taken as a whole, or (ii) has been brought by
or before any court or arbitrator or any governmental body, agency or
official, and draws into question the validity or enforceability of any
material provision of any Loan Document against any obligor party thereto.

"Material Subsidiary" means, at any time, any Subsidiary having at such
___________________
time either (i) total (gross) revenues for the preceding four fiscal quarter
period in excess of 10% of the Borrower's consolidated total (gross) revenues
for such period, or (ii) total assets, as of the last day of the preceding
fiscal quarter, having a net book value in excess of 10% of the net book
value of the Borrower's consolidated total assets on such date, in each case,
based upon the Borrower's most recent annual or quarterly financial
statements delivered to the Administrative Agent under Section 6.1.
___________

"Moody's" means Moody's Investors Service, Inc. and any successor
_______
thereto that is a nationally-recognized rating agency.

"Multiemployer Plan" means a Plan maintained pursuant to a collective
__________________
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

"Non Extending Bank" has the meaning assigned to that term in Section
__________________ _______
2.6.2.
_____

"Notes" means, collectively, the Competitive Bid Notes and the Ratable
_____
Notes; and "Note" means any one of the Notes.

"Notice Date" has the meaning assigned to that term in Section 2.6.2.
___________ _____________

"Notice of Conversion/Continuation" is defined in Section 2.2.4.
_________________________________ _____________

"Obligations" means all unpaid principal of and accrued and unpaid
___________
interest on the Loans, all accrued and unpaid fees and all other
reimbursements, indemnities or other obligations of the Borrower to the Banks
or to any Bank, the Administrative Agent or any indemnified party hereunder
arising under the Loan Documents.

"Occupational Safety and Health Law" means the Occupational Safety and
__________________________________
Health Act of 1970 and any other Law regulating, relating to or imposing
liability or standards of conduct concerning employee health and/or safety.

"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, excluding, in the case of each
Bank and the Administrative Agent, respectively, taxes imposed on or measured
by its net income by the jurisdiction (or any political subdivision thereof)
under the laws of which such Bank or the Administrative Agent, as the case
may be, is organized or maintains a lending office.

"Participant" is defined in Section 13.1(d).
___________ _______________

11

<PAGE>

"Payment Date" means the last Business Day of each February, May, August
____________
and November.

"PBGC" means the Pension Benefit Guaranty Corporation and its successors
____
and assigns.

"Person" means any individual, trustee, corporation, general
______
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association,
firm, joint venture or Governmental Authority.

"Plan" means an employee pension benefit plan which is covered by Title
____
IV of ERISA or subject to the minimum funding standards under Section 412 of
the Code as to which the Borrower or any member of the Controlled Group may
have any liability.

"Ratable Advance" means a borrowing hereunder consisting of the
_______________
aggregate amount of the several Ratable Loans made by the Banks to the
Borrower at the same time, at the same Rate Option and for the same Interest
Period.

"Ratable Borrowing Notice" is defined in Section 2.2.3.
________________________ _____________

"Ratable Loan" means a Loan made by a Bank to the Borrower pursuant to
____________
Section 2.2.1 hereof.
_____________

"Ratable Note" means a promissory note in substantially the form of
____________
Exhibit A-1 hereto, duly executed and delivered to the Administrative Agent
___________
by the Borrower for the account of a Bank and payable to the order of such
Bank in the amount of its Commitment, including any amendment, modification,
renewal or replacement of such promissory note.

"Rate Option" means the Eurodollar Rate or the Floating Rate.
___________

"Rating Agency" means S&P and Moody's.
_____________

"Regulation D" means Regulation D of the Board of Governors of the
____________
Federal Reserve System from time to time in effect and shall include any
successor or other regulation or official interpretation of said Board of
Governors relating to reserve requirements applicable to member banks of the
Federal Reserve System.

"Regulations U and X" means Regulations U and X of the Board of
___________________
Governors of the Federal Reserve System from time to time in effect and shall
include any successor or other regulation or official interpretation of said
Board of Governors relating to the extension of credit by banks for the
purpose of purchasing or carrying margin stocks applicable to member banks of
the Federal Reserve System.

"Reportable Event" means any of the events set forth in Section 4043(c)
________________
of ERISA, other than events for which the 30-day notice period has been
waived.

"Reserve Requirement" means, with respect to a Eurodollar Interest
___________________
Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation
D on eurocurrency liabilities (as defined in

12

<PAGE>

Regulation D). The Reserve Requirement shall be adjusted automatically on
and as of the effective date of any change in the applicable reserve
requirement.

"S&P" means Standard & Poor's Ratings Services, a division of The
___
McGraw-Hill Companies, Inc. and any successor thereto that is a nationally-
recognized rating agency.

"Single Employer Plan" means a Plan maintained by the Borrower or any
____________________
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

"Subsidiary" of a Person means a corporation, partnership, joint
__________
venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary
voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall
refer to a Subsidiary or Subsidiaries of the Borrower.

"Substantial Portion" is defined in Section 6.12.
___________________ ____________

"Syndication Agent" means Citicorp USA, Inc. in its capacity as
_________________
syndication agent and not in its individual capacity as a Bank.

"Taxes" means any and all present or future taxes, levies, assessments,
_____
imposts, duties deductions, fees withholdings or similar charges, and all
liabilities with respect thereto, excluding, in the case of each Bank and the
Administrative Agent, respectively, taxes imposed on or measured by its net
income by the jurisdiction (or any political subdivision thereof) under the
laws of which such Bank or the Administrative Agent, as the case may be, is
organized or maintains a lending office.

"Termination Date" means the first to occur of (a) the later of (i)
________________
December 1, 2011 and (ii) if maturity is extended pursuant to Section 2.6,
___________
such extended maturity date determined pursuant to such Section, and (b) the
date the Commitments or this Agreement are earlier cancelled or terminated
pursuant to the terms hereof; provided, however, that with respect to any Non
________ _______
Extending Bank, "Termination Date" shall mean the first to occur of (x) the
________________
later of (i) December 1, 2011 and (ii) only if such Non Extending Bank
extended the maturity of its commitments for one year pursuant to Section
_______
2.6, such extended maturity date determined pursuant to such Section, and (b)
___
the date the Commitments or this Agreement are earlier cancelled or
terminated pursuant to the terms hereof.

"Unfriendly Acquisition" means the Acquisition of a corporation, limited
______________________
liability company or similar business entity if the Acquisition has not been
approved by the board of directors (or comparable governing body) of such
entity.

"Unfunded Liabilities" means, (i) in the case of Single Employer Plans,
____________________
the amount (if any) by which the present value of all vested nonforfeitable
benefits under such Plan exceeds the

13

<PAGE>

fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plans, and (ii)
in the case of Multiemployer Plans, the withdrawal liability that would be
incurred by the Controlled Group if all members of the Controlled Group
completely withdrew from all Multiemployer Plans.

"Unmatured Default" means an event which but for the lapse of time or
_________________
the giving of notice, or both, would constitute a Default.

1.2. Other Interpretive Provisions.
_____________________________

(a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

(b) (i) The words "herein" and "hereunder" and words of similar
______ _________
import when used in any Loan Document shall refer to such Loan Document as a
whole and not to any particular provision thereof.

(ii) Unless otherwise specified herein, Article, Section,
Exhibit and Schedule references are to this Agreement.

(iii) The term "including" is by way of example and not
_________
limitation.

(iv) The term "documents" includes any and all instruments,
_________
documents, agreements, certificates, notices, reports, financial statements
and other writings, however evidenced.

(c) 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."
________________

1.3. References to Agreements and Laws. Unless otherwise expressly
_________________________________
provided herein, (a) references to agreements (including the Loan Documents)
and other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are not prohibited by any
Loan Document; and (b) references to any Law shall include all statutory and
regulatory provisions consolidating, amending, replacing, supplementing,
reforming or interpreting such Law.


ARTICLE II
THE FACILITY
____________

2.1 The Facility.
____________

From the Effective Date until the Termination Date, each Bank
severally agrees to make Ratable Loans to the Borrower from time to time in
amounts not to exceed in the aggregate at any one time outstanding, the
amount of its Commitment.

14

<PAGE>

(i) Each Bank may, in its sole discretion and not subject to
the amount of its Commitment, make bids to make Competitive Bid Loans to
the Borrower in accordance with Section 2.3.

(ii) In no event may the aggregate principal amount of all
outstanding Advances (including both the Ratable Advances and the
Competitive Bid Advances) exceed the Commitments.

(iii) Subject to the terms of this Agreement, the Borrower may
borrow, repay and re-borrow within the limits of each Bank's Commitment
at any time prior to the Termination Date.

2.2 Ratable Advances.
________________

2.2.1 General. Each Ratable Advance hereunder shall consist of
_______
borrowings made from the several Banks ratably in proportion to the amounts
of their respective Commitments. For so long as any Competitive Bid Advances
are outstanding, the aggregate outstanding amount of Competitive Bid Advances
shall reduce each Bank's Commitment ratably in the proportion such Bank's
Commitment bears to the Commitments regardless of which Bank or Banks make
such Competitive Bid Advances. No Bank shall be obligated to make a Loan
hereunder if the aggregate principal amount of such Bank's Ratable Loans
outstanding would exceed its Commitment. Upon the request of any Bank made
through the Administrative Agent, the Borrower shall execute and deliver to
such Bank (through the Administrative Agent) a Ratable Note, which shall
evidence such Bank's Ratable Advances.

2.2.2 Ratable Advance Rate Options. The Ratable Advances may be
____________________________
Floating Rate Advances or Eurodollar Ratable Advances, or a combination
thereof, selected by the Borrower in accordance with Section 2.2.3, and as
converted or continued in accordance with Section 2.2.4; provided, that no
Advance may mature after the Termination Date.

2.2.3 Method of Selecting Rate Options and Interest Periods for
_________________________________________________________
Ratable Advances. The Borrower shall select the Rate Option and, if
________________
applicable, Interest Period applicable to each Ratable Advance from time to
time. The Borrower shall give the Administrative Agent irrevocable notice in
the form attached hereto as Exhibit F (a "Ratable Borrowing Notice") not
_________ ________________________
later than 8:00 a.m. (San Francisco time) (a) on the Business Day preceding
the Borrowing Date of each Floating Rate Advance, and (b) three Business Days
before the Borrowing Date for each Eurodollar Ratable Advance.
Notwithstanding the foregoing, a Ratable Borrowing Notice for a Floating Rate
Advance may be given not later than 15 minutes after the time which the
Borrower is required to reject one or more bids offered in connection with an
Absolute Rate Auction pursuant to Section 2.3.6 and a Ratable Borrowing
_____________
Notice for a Eurodollar Ratable Advance may be given not later than 15
minutes after the time the Borrower is required to reject one or more bids
offered in connection with a Eurodollar Auction pursuant to Section 2.3.6. A
_____________
Ratable Borrowing Notice shall specify:

(a) the Borrowing Date, which shall be a Business Day, of such
Ratable Advance;

(b) the aggregate amount of such Ratable Advance;

15

<PAGE>

(c) the Rate Option selected for such Ratable Advance; and

(d) in the case of each Fixed Rate Advance, the Interest Period
applicable thereto (which may not end after the Termination Date).

2.2.4 Conversion and Continuation Elections.
_____________________________________

(a) The Borrower may, upon irrevocable written notice to the
Administrative Agent in accordance with Section 2.2.4(b): (i) elect, as of
________________
any Business Day, in the case of a Floating Rate Advance, or as of the last
day of the applicable Interest Period, in the case of a Eurodollar Ratable
Advance, to convert such Advance into an Advance bearing interest based on
another Rate Option; or (ii) elect, as of the last day of the applicable
Interest Period, to continue a Eurodollar Ratable Advance or Floating Rate
Advance having an Interest Period expiring on such day; except, that during
______
the existence of a Default or Unmatured Default, the Borrower may not elect
to have any Advance converted into or continued as a Eurodollar Ratable
Advance unless the Majority Banks consent thereto. All conversions and
continuations of Advances shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the notice
was given held by each Bank.

(b) The Borrower shall deliver a notice of conversion/continuation in
the form attached hereto as Exhibit G (a "Notice of Conversion/Continuation")
__________ _________________________________
to be received by the Administrative Agent not later than 8:00 a.m. (San
Francisco time) (i) on the Business Day preceding the Conversion/Continuation
Date if the Advance is to be converted into or continued as a Floating Rate
Advance, and (ii) three Business Days before the Conversion/Continuation Date
if the Advance is to be converted into or continued as a Eurodollar Ratable
Advance; specifying:

(i) the Conversion/Continuation Date, which shall be a Business
Day, of such Ratable Advance;

(ii) the aggregate amount of such Ratable Advance to be
converted or continued;

(iii) the Rate Option for such Ratable Advance resulting from the
conversion or continuation; and

(iv) in the case of each Fixed Rate Advance, the Interest Period
applicable thereto (which may not end after the Termination Date).

(c) If upon the expiration of any Interest Period applicable to a
Eurodollar Ratable Advance, the Borrower has failed to select timely a new
Interest Period to be applicable to such Advance, or if any Default or
Unmatured Default then exists, the Borrower shall be deemed to have elected
to convert such Advance into a Floating Rate Advance effective as of the
expiration date of such Interest Period.

2.3 Competitive Bid Advances.
________________________

16

<PAGE>

2.3.1 Competitive Bid Option. In addition to Ratable Advances
______________________
pursuant to Section 2.2, but subject to the terms and conditions of this
___________
Agreement (including any limitations as to the maximum aggregate principal
amount of all outstanding Advances), the Borrower may, as set forth in this
Section 2.3, request the Banks, prior to the Termination Date, to make offers
___________
to make Competitive Bid Advances to the Borrower. Each Bank may, but shall
have no obligation to, make such offers and the Borrower may, but shall have
no obligation to, accept any such offers in the manner set forth in this
Section 2.3. Upon the request of any Bank made through the Administrative
___________
Agent, the Borrower shall execute and deliver to such Bank (through the
Administrative Agent) a Competitive Bid Note, which shall evidence such
Bank's Competitive Bid Advances.

2.3.2 Competitive Bid Quote Request. When the Borrower wishes
______________________________
to request offers to make Competitive Bid Loans under this Section 2.3, it
___________
shall transmit to the Administrative Agent by telecopy a Competitive Bid
Quote Request substantially in the form of Exhibit B hereto so as to be
_________
received no later than (i) 8:00 a.m. (San Francisco time) at least four
Business Days prior to the Borrowing Date proposed therein, in the case of a
Eurodollar Auction, or (ii) 8:00 a.m. (San Francisco time) at least one
Business Day prior to the Borrowing Date proposed therein, in the case of an
Absolute Rate Auction specifying:

(a) the proposed Borrowing Date, which shall be a Business Day, for
the proposed Competitive Bid Advance;

(b) the aggregate principal amount of such Competitive Bid Advance;

(c) whether the Competitive Bid Quotes requested are to set forth a
Eurodollar Bid Rate or an Absolute Rate, or both; and

(d) the Interest Period applicable thereto (which may not end after
the Termination Date).

The Borrower may request offers to make Competitive Bid Loans for more
than one Interest Period in a single Competitive Bid Quote Request. No
Competitive Bid Quote Request shall be given within 5 Business Days (or, in
either case upon reasonable prior notice to the Banks, such other number of
days as the Borrower and the Administrative Agent may agree) of any other
Competitive Bid Quote Request. Each Competitive Bid Quote Request shall be
in Dollars in a minimum amount of $5,000,000 (and in integral multiples of
$1,000,000 in excess thereof). A Competitive Bid Quote Request that does not
conform substantially to the format of Exhibit B hereto shall be rejected,
_________
and the Administrative Agent shall promptly notify the Borrower of such
rejection by telecopy.

2.3.3 Invitation for Competitive Bid Quotes. Promptly and in
_____________________________________
any event before the close of business on the same Business Day of receipt of
a Competitive Bid Quote Request that is not rejected pursuant to Section
_______
2.3.2, the Administrative Agent shall send to each of the Banks by telecopy
_____
an Invitation for Competitive Bid Quotes substantially in the form of Exhibit
C hereto, which shall constitute an invitation by the Borrower to each Bank
to submit Competitive Bid Quotes offering to make the Competitive Bid Loans
to which such Competitive Bid Quote Request relates in accordance with this
Section 2.3.
___________

17


<PAGE>

2.3.4 Submission and Contents of Competitive Bid Quotes.
_________________________________________________
(a) Each Bank may, in its sole discretion, submit a Competitive Bid
Quote containing an offer or offers to make Competitive Bid Loans in response
to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote
must comply with the requirements of this Section 2.3.4 and must be submitted
_____________
to the Administrative Agent by telecopy at the Administrative Agent's Office
not later than (a) 9:00 a.m. (San Francisco time) at least three Business
Days prior to the proposed Borrowing Date, in the case of a Eurodollar
Auction or (b) 9:00 a.m. (San Francisco time) on the proposed Borrowing Date,
in the case of an Absolute Rate Auction (or, in either case upon reasonable
prior notice to the Banks, such other time and date as the Borrower and the
Administrative Agent may agree); provided, that Competitive Bid Quotes
________
submitted by Bank of America may only be submitted if Bank of America
notifies the Borrower of the terms of the offer or offers contained therein
not later than 15 minutes prior to the latest time at which the relevant
Competitive Bid Quotes must be submitted by the other Banks. Subject to
Articles IV and VIII, any Competitive Bid Quote so made shall be irrevocable
___________ ____
except with the written consent of the Administrative Agent given on the
instructions of the Borrower.

(b) Each Competitive Bid Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:
_________

(i) the proposed Borrowing Date, which shall be the same as
that set forth in the applicable Invitation for Competitive Bid Quotes,

(ii) the principal amount of the Competitive Bid Loan for which
each such offer is being made, which principal amount may be greater
than, less than or equal to the Commitment, of the quoting Bank, (2)
must be at least $5,000,000 and an integral multiple of $1,000,000, and
(3) may not exceed the principal amount of Competitive Bid Loans for
which offers were requested,

(iii) in the case of a Eurodollar Auction, the Competitive Bid
Margin offered for each such Competitive Bid Loan,

(iv) the minimum or maximum amount, if any, of the Competitive
Bid Loan which may be accepted by the Borrower,

(v) in the case of an Absolute Rate Auction, the Absolute Rate
offered for each such Competitive Bid Loan, and

(vi) the identity of the quoting Bank.

(c) The Administrative Agent shall reject any Competitive Bid Quote
that:

(i) is not substantially in the form of Exhibit D hereto or
_________
does not specify all of the information required by Section 2.3.4(b);
________________

(ii) contains qualifying, conditional or similar language, other
than any such language contained in Exhibit D hereto;
___________

19

<PAGE>

(iii) proposes terms other than or in addition to those set forth
in the applicable Invitation for Competitive Bid Quotes; or

(iv) arrives after the time set forth in Section 2.3.4(a).
________________

If any Competitive Bid Quote shall be rejected pursuant to this Section
_______
2.3.4(c), then the Administrative Agent shall notify the relevant Bank of
________
such rejection as soon as practical.

2.3.5 Notice to Borrower. The Administrative Agent shall
__________________
promptly notify the Borrower of the terms (i) of any Competitive Bid Quote
submitted by a Bank that is in accordance with Section 2.3.4, and (ii) of any
_____________
Competitive Bid Quote that is in accordance with Section 2.3.4 and amends,
_____________
modifies or is otherwise inconsistent with a previous Competitive Bid Quote
submitted by such Bank with respect to the same Competitive Bid Quote
Request. Any such subsequent Competitive Bid Quote shall be disregarded by
the Administrative Agent unless such subsequent Competitive Bid Quote
specifically states that it is submitted solely to correct a manifest error
in such former Competitive Bid Quote. The Administrative Agent's notice to
the Borrower shall specify the aggregate principal amount of Competitive Bid
Loans for which offers have been received for each Interest Period specified
in the related Competitive Bid Quote Request and the respective principal
amounts and Eurodollar Bid Rates or Absolute Rates, as the case may be, so
offered.

2.3.6 Acceptance and Notice by Borrower. Not later than (i)
_________________________________
10:00 a.m. (San Francisco time) at least three Business Days prior to the
proposed Borrowing Date, in the case of a Eurodollar Auction, or (ii) 10:00
a.m. (San Francisco time) on the proposed Borrowing Date, in the case of an
Absolute Rate Auction (or, in either case upon reasonable prior notice to the
Banks, such other time and date as the Borrower and the Administrative Agent
may agree), the Borrower shall notify the Administrative Agent of its
acceptance or rejection of the offers so notified to it pursuant to Section
_______
2.3.5; provided, however, that the failure by the Borrower to give such
_____ ________ _______
notice to the Administrative Agent shall be deemed to be a rejection of all
such offers. In the case of acceptance, such notice (a "Competitive Bid
_______________
Borrowing Notice") shall specify the aggregate principal amount of offers for
________________
each Interest Period that are accepted. The Borrower may accept any
Competitive Bid Quote in whole or in part (subject to the terms of Section
_______
2.3.4(b)(iv)); provided, that:
____________ ________

(a) the aggregate principal amount of each Competitive Bid Advance
may not exceed the applicable amount set forth in the related Competitive Bid
Quote Request;

(b) acceptance of offers may only be made on the basis of ascending
Eurodollar Bid Rates or Absolute Rates, as the case may be; and

(c) the Borrower may not accept any offer that is described in
Section 2.3.4(c) or that otherwise fails to comply with the requirements of
_______________
this Agreement for the purpose of obtaining a Competitive Bid Loan under this
Agreement.

2.3.7 Allocation by Administrative Agent. If offers are made by
__________________________________
two or more Banks with the same Eurodollar Bid Rates or Absolute Rates, as
the case may be, for a greater aggregate principal amount than the amount in
respect of which offers are accepted for the related Interest Period, the
principal amount of Competitive Bid Loans in respect of which such

19

<PAGE>

offers are accepted shall be allocated by the Administrative Agent among such
Banks as nearly as possible (in such multiples, not less than $1,000,000, as
the Administrative Agent may deem appropriate) in proportion to the aggregate
principal amount of such offers; provided, however, that no Bank shall be
________ _______
allocated a portion of any Competitive Bid Advance which is less than the
minimum amount which such Bank has indicated that it is willing to accept.
Allocations by the Administrative Agent of the amounts of Competitive Bid
Loans shall be conclusive in the absence of manifest error. The
Administrative Agent shall promptly, but in any event on the same Business
Day, notify each Bank of its receipt of a Competitive Bid Borrowing Notice
and the aggregate principal amount of such Competitive Bid Advance allocated
to each participating Bank.

2.4 Fees.
____

2.4.1 Arrangement, Structuring and Agency Fees. The Borrower
________________________________________
shall pay such arrangement, structuring and agency fees to Bank of America
and the Administrative Agent in the amounts and at the times specified in the
letter agreement, dated October 17, 2006, among the Borrower, Bank of America
and Banc of America Securities LLC (the "Fee Letter"). Such fees shall be
__________
fully earned when paid and shall be nonrefundable for any reason whatsoever.

2.4.2 Administration Fee. The Borrower hereby agrees to pay to
__________________
the Administrative Agent an administration fee for Competitive Bid Quote
Requests in such amounts as are from time to time agreed upon by the Borrower
and the Administrative Agent.

2.4.3 Facility Fee.
____________

(a) Facility Fee. The Borrower shall pay to the Administrative
____________
Agent for the account of each Bank in accordance with its pro rata share of
the Commitments, a facility fee equal to the Applicable Facility Fee Rate
times the actual daily amount of the Commitments, regardless of usage
_____
(without giving effect to any reduction in Commitments due to outstanding
Competitive Bid Loans). The facility fee shall accrue at all times from the
Effective Date until the Termination Date and shall be due and payable
quarterly in arrears on each Payment Date, commencing with the first Payment
Date to occur after the Effective Date, and on the Termination Date.

(b) Calculation of Facility Fee. The facility fee shall be
___________________________
calculated quarterly in arrears, and if there is any change in the Applicable
Facility Fee Rate during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Facility Fee Rate separately for
each period during such quarter that such Applicable Facility Fee Rate was in
effect. The facility fee shall accrue at all times, including at any time
during which one or more of the conditions in Article IV is not met.
__________

2.4.4 Utilization Fee.
_______________

(a) Fees. The Borrower shall pay to the Administrative Agent for
____
the account of each Bank in accordance with its pro rata share of the
Commitments, a utilization fee equal to the Applicable Utilization Fee Rate
times the actual daily aggregate outstanding Loans on each day that the
aggregate outstanding amount of the Loans equals or exceeds 50.0% of the
Commitments (without giving effect to any reduction in Commitments due to
outstanding

20

<PAGE>

Competitive Bid Loans). The utilization fee shall be due and payable
quarterly in arrears on each Payment Date, commencing with the first Payment
Date to occur after the Effective Date, and on the Termination Date.

(b) Calculation of Utilization Fee. The utilization fee shall be
______________________________
calculated quarterly in arrears. The utilization fee shall accrue at all
times, including at any time during which one or more of the conditions in
Article IV is not met.
__________

2.4.5 Banks' Participation Fee. On the Effective Date, the
________________________
Borrower shall pay to the Administrative Agent, for the account of the Banks
in accordance with their respective pro rata shares, a participation fee in
an amount set forth in the Fee Letter. Such participation fees are for the
credit facility committed to by the Banks under this Agreement and are fully
earned on the date paid. The participation fee paid to each Bank is solely
for its own account and is nonrefundable for any reason whatsoever.

2.4.6 Computation of Fees. Computation of all fees shall be
___________________
calculated on the basis of a year of 360 days and the actual number of days
elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days.

2.5 General Facility Terms.
______________________

2.5.1 Method of Borrowing. Not later than 11:00 a.m. (San
___________________
Francisco time) on each Borrowing Date, each Bank shall make available its
Loan or Loans in funds immediately available to the Administrative Agent at
the Administrative Agent's Office. Unless otherwise instructed by the
Borrower, the Administrative Agent shall deposit the funds so received from
the Banks in the Borrower's account at Bank of America's main office in San
Francisco.

2.5.2 Minimum Amount of Each Advance. Each Ratable Advance, and
______________________________
each conversion and continuation with respect to a Ratable Advance, shall be
in the minimum amount of $10,000,000 (and in integral multiples of $1,000,000
if in excess thereof); provided, however, that any Floating Rate Advance may
________ _______
be in the aggregate amount of the unused Commitments.

2.5.3 Repayment. Except for optional payments pursuant to
_________
Section 2.5.4, (a) each Competitive Bid Advance shall be paid in full by the
_____________
Borrower on the last day of the Interest Period applicable thereto, and (b)
each Ratable Advance shall be paid in full by the Borrower on the last day of
the Interest Period applicable thereto, unless such Ratable Advance is
converted or continued in accordance with Section 2.2.4; but in any event all
_____________
Advances shall be paid in full on the Termination Date.

2.5.4 Optional Principal Payments. The Borrower may, upon notice
___________________________
to the Administrative Agent, from time to time pay all outstanding Ratable
Advances, or, in a minimum aggregate amount of $10,000,000 (and in multiples
of $1,000,000 if in excess thereof), any portion of the outstanding Ratable
Advances; provided, that such notice must be received by the Administrative
________
Agent not later than 11:00 a.m. (San Francisco time) (i) three Business Days'
prior to any date of prepayment with respect to Eurodollar Ratable Advances
and (ii) on the date of prepayment with respect to Floating Rate Advances.
All such payments shall be made in immediately available funds to the
Administrative Agent at the Administrative Agent's Office by 11:00 a.m. (San
Francisco time) on the date of payment. A Competitive Bid Advance may not

21

<PAGE>

be prepaid prior to the last day of its applicable Interest Period without
the prior consent of the Bank which originally made such Loan, which consent
may be given or withheld at the Bank's sole and absolute discretion. Any
prepayment of a Fixed Rate Advance prior to the end of an applicable Interest
Period shall be subject to the indemnification provided in Section 3.4.
___________

2.5.5 Interest Periods. Subject to the provisions of Section
________________ _______
2.5.6, each Advance shall bear interest (i) with respect to any Floating Rate
_____
Advance, on the outstanding principal amount from the applicable borrowing
date until payment in full, and (ii) with respect to any other Advance, from
the first day of the Interest Period applicable thereto to the earlier of (a)
the last day of such Interest Period, or (b) the date of any earlier
prepayment as permitted by Section 2.5.4, at the interest rate determined as
_____________
applicable to such Advance, subject to the Borrower's right to convert or
continue Ratable Advances pursuant to Section 2.2.4. The Borrower shall not
_____________
request a Fixed Rate Advance if, after giving effect to the requested Fixed
Rate Advance, more than 20 separate Fixed Rate Advances would be outstanding.

2.5.6 Rate after Maturity. Except as provided in the next
___________________
sentence, any Advance not paid at maturity, whether by acceleration or
otherwise, shall bear interest until paid in full at a rate per annum equal
to the Base Rate plus 1% per annum. In the case of a Fixed Rate Advance the
maturity of which is accelerated, such Fixed Rate Advance shall bear interest
for the remainder of the applicable Interest Period, at the higher of (a) the
rate otherwise applicable to such Interest Period plus 1% per annum, or (b)
the Base Rate plus 1% per annum.

2.5.7 Interest Payment Dates; Interest Basis. Interest accrued
______________________________________
on each (i) Floating Rate Advance shall be payable on each Payment Date and
(ii) other Advance shall be payable on the last day of its applicable
Interest Period, and on any date on which such Advance is prepaid, whether
due to acceleration or otherwise. Interest accrued on each Fixed Rate
Advance having an Interest Period longer than three months shall also be
payable on the last day of each three month interval during such Interest
Period. Interest on all Floating Rate Advances calculated on the basis of
the Base Rate shall be calculated on the basis of a year of 365 or 366 days,
as the case may be, and the actual number of days elapsed. Interest on all
other Advances shall be calculated for the actual number of days elapsed on
the basis of a year of 360 days and the actual number of days elapsed, which
results in a higher yield to the payee thereof than a method based on a year
of 365 or 366 days. Interest shall be payable for the day an Advance is made
but not for the day of any payment on the amount paid if payment is received
prior to 11:00 a.m. (San Francisco time) at the place of payment. If any
payment of principal or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such
extension of time shall be included in computing interest in connection with
such payment.

2.5.8 Method of Payment. All payments to be made by the Borrower
_________________
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff, without prejudice to Borrower's right to later assert
any counterclaim, defense, recoupment or setoff. Except as specifically
provided in this Agreement and in the following sentence, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account
of the respective Banks to which such payment is owed, at the Administrative
Agent's Office in Dollars and in immediately available funds not later than
11:00 a.m. (San Francisco time) on the date when due and shall be applied (i)
first, ratably among the Banks with respect to any

22

<PAGE>

principal and interest due in connection with Ratable Advances, (ii) second,
after all amounts described in clause (i) have been satisfied, ratably among
those Banks for whom any payment of principal and interest is due in
connection with any Competitive Bid Advances, and (iii) third, after all
_____
amounts described in clauses (i) and (ii) have been satisfied, ratably to any
other Obligations then due to the Banks. If such payment is received by the
Administrative Agent by 11:00 a.m. (San Francisco time) such delivery to the
Banks shall be made on the same day and if received thereafter shall be made
on the next succeeding Business Day. The Administrative Agent is hereby
authorized to charge the account of the Borrower held at Bank of America for
each payment of principal, interest and fees owing by the Borrower as it
becomes due hereunder.

2.5.9 Notes; Telephonic Notices; Designation of Borrower. Each
__________________________________________________
Bank is hereby authorized to record on the schedule attached to each of its
Notes, or otherwise record in accordance with its usual practice, the date
and amount of each of its Loans of the type evidenced by such Note; provided,
________
however, that any failure to so record shall not affect the Borrower's
_______
Obligations under this Agreement or any Note. The Borrower hereby authorizes
the Banks and the Administrative Agent to extend, continue and convert
Advances, effect Rate Option selections and submit Competitive Bid Quotes
based on telephonic notices made by any person or persons the Administrative
Agent or any Bank in good faith believes to be an authorized officer or an
officer, employee or agent of the Borrower designated by an authorized
officer. The Borrower agrees to deliver promptly to the Administrative Agent
a written or telecopy confirmation of each telephonic notice signed by an
authorized officer. If the written or telecopy confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Banks, the records of the Administrative Agent and the Banks shall govern
absent manifest error.

2.5.10 Notification of Advances, Interest Rates and Prepayments.
________________________________________________________
The Administrative Agent will notify each Bank of the contents of each
Ratable Borrowing Notice, Notice of Conversion/Continuation (or automatic
conversion pursuant to Section 2.2.4(c)), and payment notice received by it
________________
hereunder promptly and in any event (provided such items were timely received
by the Administrative Agent from the Borrower) before the close of business
on the same Business Day of receipt thereof (or, in the case of borrowing
notices with respect to Floating Rate Advances, within one hour of receipt
thereof). The Administrative Agent will notify each Bank of the interest
rate applicable to each Fixed Rate Advance promptly upon determination of
such interest rate and will give each Bank prompt notice of each change in
the Base Rate in respect of any outstanding Floating Rate Advance.

2.5.11 Non Receipt of Funds by the Administrative Agent. Unless
________________________________________________
the Borrower or any Bank has notified the Administrative Agent, prior to the
date any payment is required to be made by it to the Administrative Agent
hereunder, that the Borrower or such Bank, as the case may be, will not make
such payment, the Administrative Agent may assume that the Borrower or such
Bank, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding
amount to the Person entitled thereto. If and to the extent that such
payment was not in fact made to the Administrative Agent in immediately
available funds, then:

(i) if the Borrower failed to make such payment, each Bank
shall forthwith on demand repay to the Administrative Agent the portion
of such assumed

23

<PAGE>


payment that was made available to such Bank in immediately available
funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative
Agent to such Bank to the date such amount is repaid to the
Administrative Agent in immediately available funds at the Federal Funds
Rate from time to time in effect; and

(ii) if any Bank failed to make such payment, such Bank shall
forthwith on demand pay to the Administrative Agent the amount thereof
in immediately available funds, together with interest thereon for the
period from the date such amount was made available by the
Administrative Agent to the Borrower to the date such amount is
recovered by the Administrative Agent (the "Compensation Period") at a
___________________
rate per annum equal to the Federal Funds Rate from time to time in
effect. If such Bank pays such amount to the Administrative Agent, then
such amount shall constitute such Bank's Ratable Loan or Competitive Bid
Loan, as the case may be, included in the applicable
Borrowing. If such Bank does not pay such amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent may
make a demand therefor upon the Borrower, and the Borrower shall pay
such amount to the Administrative Agent, together with interest thereon
for the Compensation Period at a rate per annum equal to the rate of
interest applicable to the applicable Borrowing. Nothing herein shall
be deemed to relieve any Bank from its obligation to fulfill its
Commitment or to prejudice any rights which the Administrative Agent or
the Borrower may have against any Bank as a result of any default by
such Bank hereunder.

A notice of the Administrative Agent to any Bank or the Borrower with respect
to any amount owing under this Section 2.5.11 shall be conclusive, absent
______________
manifest error.

2.5.12 Cancellation. The Borrower may, at any time after the
____________
Effective Date, upon not less than five Business Days' prior written notice
to the Administrative Agent, terminate or permanently reduce the Commitments
in whole, or in a minimum aggregate amount of $10,000,000 (and in integral
multiples of $1,000,000 in excess thereof); unless, after giving effect
______
thereto and to any prepayments of Loans made on the effective date thereof,
the then-outstanding principal amount of the Loans would exceed the amount of
the combined Commitments then in effect. All accrued commitment fees to, but
not including, the effective date of any reduction or termination of
Commitments shall be paid on the effective date of such reduction or
termination. Once the Commitments are reduced in accordance with this
Section, they may not be increased.

2.5.13 Lending Offices. Each Bank may from time to time, by
_______________
written or telecopy notice to the Administrative Agent and the Borrower,
change its Lending Office and for whose account Loan payments are to be made.

2.6 Extension of Termination Date.
_____________________________

2.6.1 Requests for Extension. The Borrower may, by notice to
______________________
the Administrative Agent (who shall promptly notify the Banks) not later than
45 days prior to each of the first anniversary hereof and the second
anniversary hereof (each, a "Loan Anniversary"), request that each Bank
________________
extend such Bank's Termination Date for an additional one year from the

24

<PAGE>

Termination Date then in effect hereunder (the "Existing Termination Date");
_________________________
provided, that in no event shall the Termination Date be extended beyond
________
December 1, 2013.

2.6.2 Bank Elections to Extend. Each Bank, acting in its sole
________________________
and individual discretion, shall, by notice to the Administrative Agent given
not later than the date (the "Notice Date") that is 10 Business Days after
___________
receipt of notice from the Administrative Agent of the Borrower's request for
an extension advise the Administrative Agent whether or not such Bank agrees
to such extension and each Bank that determines not to so extend its
Termination Date (a "Non-Extending Bank") shall notify the Administrative
__________________
Agent of such fact promptly after such determination (but in any event no
later than the Notice Date) and any Bank that does not so advise the
Administrative Agent on or before the Notice Date shall be deemed to be a
Non-Extending Bank. The election of any Bank to agree to such extension
shall not obligate any other Bank to so agree.

2.6.3 Notification by Administrative Agent. The Administrative
____________________________________
Agent shall notify the Borrower of each Bank's determination under this
Section no later than the date 30 days prior to the applicable Loan
Anniversary (or, if such date is not a Business Day, on the next preceding
Business Day).

2.6.4 Additional Banks. If (and only if) the Majority Banks
________________
have agreed to extend their Termination Date, the Borrower shall have the
right on or before the Existing Termination Date to replace each Non-
Extending Bank with, and add as "Banks" under this Agreement in place
thereof, one or more Eligible Assignees (each, an "Additional Bank") as
_______________
provided in Section 3.7, each of which Additional Banks shall have entered
___________
into an Assignment and Assumption pursuant to which such Additional Bank
shall, effective no later than the Existing Termination Date, undertake a
Commitment (and, if any such Additional Bank is already a Bank, its
Commitment shall be in addition to such Bank's Commitment hereunder on such
date).

2.6.5 Minimum Extension Requirement. If (and only if) the
_____________________________
Majority Banks have agreed so to extend their Termination Date immediately
prior to the applicable Loan Anniversary, then, the Termination Date of each
Extending Bank and of each Additional Bank shall be extended to the date
falling one year after the Existing Termination Date (except that, if such
date is not a Business Day, such Termination Date as so extended shall be the
next preceding Business Day) and, as of the Existing Termination Date, each
Additional Bank shall become a "Bank" for all purposes of this Agreement.

2.6.6 Conditions to Effectiveness of Extensions.
_________________________________________
Notwithstanding the foregoing, the extension of the Termination Date
pursuant to this Section shall not be effective with respect to any Bank
unless:

(i) no Unmatured Default or Default shall have occurred and be
continuing on the date of such extension and after giving effect
thereto;

(ii) the representations and warranties contained in this
Agreement are true and correct on and as of the date of such extension
and after giving effect thereto, as

25

<PAGE>

though made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as
of such specific date);

(iii) since the date of the financial statements most recently
delivered to the Administrative Agent in accordance with Section 6.1(a),
______________
no event, circumstance or development shall have occurred that
constitutes, has had or could reasonably be expected to have a Material
Adverse Effect; and

(iv) on the Termination Date of each Non-Extending Bank, the
Borrower shall repay to each such Non-Extending Bank any Loans at the
time owing to it (and pay any additional amounts required pursuant to
Section 3.4).
___________

2.6.7 Updated Schedule 3. Promptly after each such extension,
__________________
the Administrative Agent shall prepare and deliver to each remaining Bank an
updated Schedule 3 to this Agreement, listing the Banks, Commitments and
__________
Commitment percentages after giving effect to such extension.

2.6.8 Conflicting Provisions. This Section shall supersede any
______________________
provisions in Section 8.2 or 12.2 to the contrary.
___________ ____

ARTICLE III
TAXES, CHANGE IN CIRCUMSTANCES
______________________________

3.1 Taxes.
_____

(a) Any and all payments by the Borrower to each Bank or the
Administrative Agent under this Agreement and any other Loan Document shall
be made free and clear of, and without deduction or withholding for, any
Indemnified Taxes. In addition, the Borrower agrees to pay all Other Taxes.

(b) If the Borrower shall be required by law to deduct or withhold
any Indemnified Taxes, Other Taxes or Further Taxes from or in respect of any
sum payable hereunder to any Bank or the Administrative Agent, then:

(i) the sum payable shall be increased as necessary so that,
after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under
this Section), such Bank or the Administrative Agent, as the case may
be, receives and retains an amount equal to the sum it would have
received and retained had no such deductions or withholdings been made;

(ii) the Borrower shall make such deductions and withholdings;

(iii) the Borrower shall pay the full amount deducted or withheld
to the relevant taxing authority or other authority in accordance with
applicable Law; and

(iv) the Borrower shall also pay to each Bank or the
Administrative Agent for the account of such Bank, at the time interest

26


<PAGE>

is paid, Further Taxes in the amount that the respective Bank specifies
as necessary to preserve the after-tax yield the Bank would have
received if such Indemnified Taxes, Other Taxes or Further Taxes had not
been imposed.

(c) The Borrower agrees to indemnify and hold harmless each Bank and
the Administrative Agent for the full amount of (i) Indemnified Taxes, (ii)
Other Taxes, and (iii) Further Taxes in the amount that the respective Bank
specifies as necessary to preserve the after-tax yield the Bank would have
received if such Indemnified Taxes, Other Taxes or Further Taxes had not been
imposed, and any liability (including penalties, interest, additions to tax
and expenses) arising therefrom or with respect thereto, whether or not such
Indemnified Taxes, Other Taxes or Further Taxes were correctly or legally
asserted. Payment under this indemnification shall be made within 30 days
after the date the Bank or the Administrative Agent makes written demand
therefor.

(d) Within 30 days after the date of any payment by the Borrower of
Indemnified Taxes, Other Taxes or Further Taxes, the Borrower shall furnish
to each Bank or the Administrative Agent the original or a certified copy of
a receipt evidencing payment thereof, or other evidence of payment
satisfactory to such Bank or the Administrative Agent.

3.2 Yield Protection. If, after the date hereof, because of the
________________
enactment of, or any change in, any Law or any governmental or quasi
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law), or any interpretation thereof (other than such
enactments or changes that are not effective as of August 31, 2006 but are
scheduled to become effective thereafter pursuant to such laws, rules,
regulations, policies, guidelines, directives or interpretations that are
effective as of August 31, 2006), which

(a) imposes or increases or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against
assets of, deposits with or for the account of, or credit extended by, any
Bank in respect of Fixed Rate Advances (other than reserves and assessments
taken into account in determining the interest rate applicable to Fixed Rate
Advances), or

(b) imposes any other condition the result of which is to increase
the cost to any Bank of making, funding or maintaining Fixed Rate Advances or
reduces any amount receivable by any Bank in connection with loans, or
requires any Bank to make any payment calculated by reference to the amount
of loans held or interest received by it, by an amount deemed material by
such Bank, or

(c) affects the amount of capital required or expected to be
maintained by any Bank or any corporation controlling any Bank and such Bank
determines the amount of capital required is increased by or based upon the
existence of this Agreement or its obligation to make Loans hereunder or of
commitments of this type,

then, within 15 days of demand by such Bank through the Administrative Agent,
the Borrower shall pay such Bank that portion of such increased expense
incurred (including, in the case of Section 3.2(c), any reduction in the rate
______________
of return on capital to an amount below that which it could have achieved but
for such law, rule, regulation, policy, guideline or directive and after

27

<PAGE>

taking into account such Bank's policies as to capital adequacy) or reduction
in an amount received which such Bank determines is attributable to making,
funding and maintaining its Loans and its Commitment. Notwithstanding the
foregoing, if a Bank fails to make a claim within 90 days after it becomes,
or ought reasonably to have become, aware of any event giving rise to a claim
under this Section 3.2, then such Bank shall be entitled to make any claim
___________
under this Section 3.2 only in respect of any amounts due under this Section
___________ _______
3.2 that are attributable to the period following the 90th day preceding the
___
day upon which the Bank makes such claim.

3.3 Availability of Rate Options. If any Bank determines that
____________________________
maintenance of any of its Fixed Rate Loans at a suitable Lending Office would
violate any applicable law, rule, regulation or directive, whether or not
having the force of law, such Bank shall so notify the Administrative Agent
and the Administrative Agent shall suspend the availability of the affected
Rate Option and require any Fixed Rate Advances outstanding under the
affected Rate Option to be repaid; or if any Bank determines that (i)
deposits of a type or maturity appropriate to match fund Fixed Rate Advances
are not available, the Administrative Agent shall suspend the availability of
the affected Rate Option with respect to any Fixed Rate Advances made after
the date of any such determination, or (ii) a Rate Option does not accurately
reflect the cost of making a Fixed Rate Advance at such Rate Option, such
Bank shall so notify the Administrative Agent and then the Administrative
Agent shall suspend the availability of the affected Rate Option with respect
to any Fixed Rate Advances made after the date of any such determination.

3.4 Funding Indemnification. If any payment of a Fixed Rate Advance
_______________________
occurs, whether made by the Borrower or by a Bank or other assignee in
connection with an assignment pursuant to Section 3.7, on a date which is not
___________
the last day of the applicable Interest Period, whether because of
acceleration, prepayment, automatic conversion or otherwise, or the Borrower
requests a Fixed Rate Advance, or the continuation or conversion of an
Advance as or to a Fixed Rate Advance, or the Borrower does not borrow,
continue or convert such Fixed Rate Advance on the date specified by the
Borrower except by reason of default by the Banks, the Borrower will
indemnify each Bank for any loss or cost incurred by it resulting therefrom,
including any loss or cost in liquidating or employing deposits acquired to
fund or maintain the Fixed Rate Advance.

3.5 Regulation D Compensation. Each Bank may through the
_________________________
Administrative Agent request the Borrower to pay