NOTE PURCHASE AGREEMENT

Exhibit 4.11

EXECUTION COPY

DISCOVERY COMMUNICATIONS, INC.

$480,000,000 Senior Unsecured Notes

Consisting of:

$390,000,000 of 6.01% Series A Senior Unsecured Notes due December 1, 2015
$90,000,000 of Floating Rate Series B Senior Unsecured Notes due December 1, 2012

Dated as of December 1, 2005

Table of Contents

		Page
1. Authorization of Notes			1
2. Sale and Purchase of Notes			1
3. Closing			2
4. Conditions to Closing			2
4.1. Representations and Warranties			2
4.2. Performance; No Default			2
4.3. Compliance Certificates			3
4.4. Opinions of Counsel			3
4.5. [Intentionally Omitted]			3
4.6. [Intentionally Omitted]			3
4.7. Purchase Permitted by Applicable Law, etc			3
4.8. Sale of Notes to Other Purchasers			3
4.9. Payment of Special Counsel Fees			3
4.10. Private Placement Number			4
4.11. Changes in Corporate Structure			4
4.12. Proceedings and Documents			4
5. Representations and Warranties of the Company			4
5.1. Organization; Power and Authority			4
5.2. Authorization, etc			4
5.3. Disclosure			5
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates			5
5.5. Financial Statements			6
5.6. Compliance with Laws, Other Instruments, etc			6
5.7. Governmental Authorizations, etc			6
5.8. Litigation; Observance of Agreements, Statutes and Orders			7
5.9. Taxes			7
5.10. Title to Property; Leases			7
5.11. Licenses, Permits, Authorizations, etc			8
5.12. ERISA; Foreign Plans			8
5.13. Private Offering			10
5.14. Use of Proceeds; Margin Regulations			10
5.15. Existing Indebtedness; Future Liens			11
5.16. Foreign Assets Control Regulations, etc			11
5.17. Status Under Certain Statutes			12
5.18. Environmental Matters			12

		Page
5.19. Priority of Obligations; Solvency			13
6. Representations of the Purchaser			13
6.1. Purchase of Notes			13
6.2. Source of Funds			13
7. Information as to Company			15
7.1. Financial and Business Information			15
7.2. Officer’s Certificate			18
7.3. Inspection			18
8. Payment and Prepayment of the Notes			19
8.1. Payment of Interest			19
8.2. Optional Prepayments			25
8.3. Notice of Prepayments			25
8.4. Allocation of Partial Prepayments			26
8.5. Maturity; Surrender, etc			26
8.6. Purchase of Notes			26
8.7. Make-Whole Amount			27
8.8. Change of Control			28
9. Affirmative Covenants			29
9.1. Compliance with Law			29
9.2. Insurance			29
9.3. Maintenance of Properties			30
9.4. Payment of Taxes and Claims			30
9.5. Corporate Existence, etc			30
9.6. [Intentionally Omitted]			30
9.7. Covenant to Secure Notes Equally			30
9.8. Priority of Obligations			31
10. Negative Covenants			31
10.1. Maintenance of Financial Conditions			31
10.2. Limitation on Restricted Subsidiary Indebtedness for Money Borrowed			31
10.3. Limitation on Liens			32
10.4. Restricted Payments			34
10.5. Asset Disposals			34
10.6. Transactions With Affiliates			35
10.7. Merger, Consolidation, Transfer of Substantially All Assets			35
10.8. Terrorism Sanctions Regulations			36
11. Events of Default			36

		Page
12. Remedies on Default, etc			39
12.1. Acceleration			39
12.2. Other Remedies			40
12.3. Rescission			40
12.4. No Waivers or Election of Remedies, Expenses, etc			40
13. Registration; Exchange; Substitution of Notes			40
13.1. Registration of Notes			40
13.2. Transfer and Exchange of Notes			41
13.3. Replacement of Notes			41
14. Payments on Notes			42
14.1. Place of Payment			42
14.2. Home Office Payment			42
15. Expenses, etc			42
15.1. Transaction Expenses			43
15.2. Survival			43
16. Survival of Representations and Warranties; Entire Agreement			43
17. Amendment and Waiver			44
17.1. Requirements			44
17.2. Solicitation of Holders of Notes			44
17.3. Binding Effect, etc			45
17.4. Notes held by the Company, etc			45
18. Notices			45
19. Reproduction of Documents			46
20. Confidential Information			47
21. Substitution of Purchaser			48
22. Miscellaneous			48
22.1. Successors and Assigns			48
22.2. Construction			48
22.3. Jurisdiction and Process; Waiver of Jury Trial			48
22.4. Payments Due on Non-Business Days			50
22.5. Severability			50
22.6. Counterparts			50
22.7. Governing Law			50

SCHEDULES AND EXHIBITS

Schedule A		–		Purchaser Information
Schedule B		–		Defined Terms
Schedule 4.11		–		Changes in Corporate Structure
Schedule 5.3		–		Disclosure Documents
Schedule 5.4		–		Subsidiaries
Schedule 5.5		–		Financial Statements
Schedule 5.11		–		Licenses, etc.
Schedule 5.15		–		Existing Indebtedness and Liens
Exhibit 1-A		–		Form of Series A Note
Exhibit 1-B		-		Form of Series B Note
Exhibit 4.4(a)		–		Form of Opinion of Debevoise & Plimpton LLP, Special Counsel for the Company
Exhibit 4.4(b)		–		Form of Opinion of Special Counsel for the Purchasers

DISCOVERY COMMUNICATIONS, INC.
One Discovery Place
Silver Springs, MD 20910

$480,000,000 Senior Unsecured Notes

As of December 1, 2005

TO EACH OF THE PURCHASERS LISTED IN THE
ATTACHED SCHEDULE A THAT IS A SIGNATORY
HERETO

Ladies and Gentlemen:

      DISCOVERY COMMUNICATIONS, INC. , a Delaware close corporation (as further defined in Schedule B , the “ Company ”), agrees with you as follows:

     1.  Authorization of Notes . The Company has duly authorized the issue and sale of $480,000,000 aggregate principal amount of its Senior Unsecured Notes consisting of $390,000,000 aggregate principal amount of its 6.01% Series A Senior Unsecured Notes due December 1, 2015 (the “ Series A Notes ”), each such Series A Note to be in the form set out in Exhibit 1-A and $90,000,000 aggregate principal amount of its Floating Rate Series B Senior Unsecured Notes due December 1, 2012 (the “ Series B Notes ”), each such Series B Note to be in the form set out in Exhibit 1-B. As used herein, the term “ Notes ” shall mean, collectively, all Series A Notes and Series B Notes originally delivered pursuant to this Agreement and the Other Agreements referred to below and all notes delivered in substitution or exchange for any such note and, where applicable, shall include the singular number as well as the plural. Certain capitalized and other terms used in this Agreement are defined in Schedule B ; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

     2.  Sale and Purchase of Notes . Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3 , Notes in the principal amount and of the series specified opposite your name in Schedule A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate note purchase agreements (the “ Other Agreements ”) identical with this Agreement with each of the other purchasers named in Schedule A (the “ Other Purchasers ”), providing for the sale at such Closing to each of the Other Purchasers of Notes in the principal amount and of the series specified opposite its name in Schedule A . Your obligation hereunder and the obligations of the Other Purchasers

under the Other Agreements are several and not joint obligations and you shall have no obligation under any Other Agreement and no liability to any person for the performance or non-performance by any Other Purchaser thereunder. This agreement and the other agreements shall constitute one single agreement for purposes of New York general obligations law section 5-501.

     3.  Closing . The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, NY 10022 at 9:00 a.m., New York time, at a closing (the “ Closing ”) on December 1, 2005, or on such other Business Day thereafter as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note of each series being purchased by you (or such greater number of Notes in denominations of at least $100,000 as you may request prior to the Closing), dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to Suntrust Bank, Atlanta, GA, ABA Number 061000104, account number 201739445 (account name Discovery Communications, Inc.).

     If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3 , or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

     4.  Conditions to Closing . Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:

     4.1. Representations and Warranties . The representations and warranties of the Company in Section 5 of this Agreement shall be correct when made and at the time of the Closing (except to the extent the same relate to an earlier date, in which case they shall have been correct in all Material respects as of such earlier date).

     4.2. Performance; No Default . The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing, and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as described in Section 5.14 ), no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Restricted Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.4 , 10.5 , 10.6 or 10.7 hereof had such Sections applied since such date.

     4.3. Compliance Certificates .

     (a)  Officer’s Certificate . The Company shall have delivered to you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1 , 4.2 and 4.11 have been fulfilled.

     (b)  Secretary’s Certificate . The Company shall have delivered to you a certificate of its Secretary or an Assistant Secretary or another authorized officer thereof, certifying on behalf of the Company as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.

     4.4. Opinions of Counsel . You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing ( a ) from Debevoise & Plimpton LLP, special counsel for the Company, substantially in the form set forth in Exhibit 4.4(a) , and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company hereby instructs such counsel to deliver such opinion to you) and ( b ) from Bingham McCutchen LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

     4.5. [ Intentionally Omitted ].

     4.6. [ Intentionally Omitted ].

     4.7. Purchase Permitted by Applicable Law, etc. On the date of the Closing your purchase of Notes shall ( a ) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, ( b ) not violate any applicable law or regulation (including without limitation Regulation T, U or X of the Board of Governors of the Federal Reserve System) and ( c ) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

     4.8. Sale of Notes to Other Purchasers . The Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A .

     4.9. Payment of Special Counsel Fees . Without limiting the provisions of Section 15.1 , the Company shall have paid at the Closing the reasonable fees, charges

and disbursements of your special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

     4.10. Private Placement Number . A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each series of the Notes.

     4.11. Changes in Corporate Structure . Except as described in Schedule 4.11 , the Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation with any other entity or succeeded to all or any substantial part of the liabilities of any other entity at any time following the date of the most recent financial statements referred to in Schedule 5.5 , in any such case in a transaction which is Material.

     4.12. Proceedings and Documents . All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

     5.  Representations and Warranties of the Company . The Company represents and warrants to you that:

     5.1. Organization; Power and Authority . The Company is a close corporation duly organized, validly existing and in good standing under the laws of Delaware, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Other Agreements and the Notes and to perform the provisions hereof and thereof.

     5.2. Authorization, etc. This Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note for value received will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by ( a ) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally

and ( b ) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

     5.3. Disclosure . The Company, through its agent, Citigroup Global Markets Inc., has delivered to you a copy of a Confidential Private Placement Memorandum, dated October 2005 (the “ Memorandum ”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and the principal properties of the Company and its Subsidiaries. The Memorandum and the documents, certificates or other writings delivered to you by or on behalf of the Company in connection with the transactions contemplated hereby and described in Schedule 5.3 (together with the Memorandum, the “ Disclosure Documents ”), and the financial statements listed in Schedule 5.5 , taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since December 31, 2004, there has been no change in the financial condition, operations, business, properties or prospects of the Company or any Subsidiary except changes disclosed in the Disclosure Documents or in the financial statements listed in Schedule 5.5 and other changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other Disclosure Documents.

     5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates .

     (a)  Schedule 5.4 contains (except as noted therein) complete and correct lists of the Company’s ( i ) Restricted Subsidiaries, showing, as to each Restricted Subsidiary, the proper name thereof for the conduct of its business, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Restricted Subsidiary, ( ii ) shareholders and ( iii ) senior corporate officers.

     (b) All of the outstanding shares of capital stock or similar equity interests of each Restricted Subsidiary shown in Schedule 5.4 as being owned by the Company and its Restricted Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 ).

     (c) Each Restricted Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Restricted Subsidiary possesses sufficient

corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

     (d) No Restricted Subsidiary is a party to, or otherwise subject to any legal restriction or any agreement (other than the agreements listed in Schedule 5.4 and customary limitations imposed by corporate law statutes) restricting the ability of such Restricted Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Restricted Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Restricted Subsidiary.

     5.5. Financial Statements . The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5 . All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of interim financial statements, to normal year-end adjustments).

     5.6. Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by the Company of this Agreement, the Other Agreements and the Notes will not ( a ) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Restricted Subsidiary under, any applicable indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum and articles of association, regulations or by-laws, or any other applicable agreement or instrument, by which the Company or any Restricted Subsidiary or any of their respective properties may be bound or affected, ( b ) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Restricted Subsidiary or ( c ) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Restricted Subsidiary.

     5.7. Governmental Authorizations, etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement, the Other Agreements or the Notes.

     5.8. Litigation; Observance of Agreements, Statutes and Orders .

     (a) There are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Restricted Subsidiary or any property of the Company or any Restricted Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     (b) Neither the Company nor any Restricted Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

     5.9. Taxes . The Company and its Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments ( a ) the amount of which is not individually or in the aggregate Material or ( b ) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of all foreign or U. S. federal, state or other taxes for all financial periods are adequate. The federal income tax liabilities of the Company and its Subsidiaries have been paid for all fiscal years up to and including the fiscal year ended December 31, 2004 and the Company has made estimated payments for fiscal year 2005. Such federal income tax liabilities have been finally determined through the fiscal year ended December 31, 1999.

     5.10. Title to Property; Leases . The Company and its Restricted Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet listed in Schedule 5.5 or purported to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

     5.11. Licenses, Permits, Authorizations, etc.

     (a) Except as disclosed in Schedule 5.11 , or except insofar as any conflict, infringement or violation described below (both individually and in the aggregate) is not Material,

     (i) the Company and its Restricted Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto without known conflict with the rights of others;

     (ii) to the best knowledge of the Company, no product or service of the Company or any Restricted Subsidiary infringes in any respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person; and

     (iii) to the best knowledge of the Company, there is no violation by any Person of any right of the Company or any of its Restricted Subsidiaries with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any of its Restricted Subsidiaries.

     (b) Except as disclosed on Schedule 5.11 , each of the Company and its Restricted Subsidiaries has secured all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect. None of said Necessary Authorizations are the subject of any pending or, to the best of the Company’s knowledge, threatened attack or revocation by the grantor of the Necessary Authorization. The Company is not required to obtain any additional Necessary Authorizations in connection with the execution, delivery, and performance of this Agreement, the Other Agreements or the Notes or the issuance and sale of the Notes and the application of the proceeds thereof as contemplated hereby. The Company and its Restricted Subsidiaries have all MSO Agreements necessary to the operation of their respective business, such agreements are in full force and effect and the Company or such Restricted Subsidiary, as applicable, is not in default thereunder in any material respect, in each case other than such MSO Agreements the failure of which to obtain or maintain in full force and effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     5.12. ERISA; Foreign Plans .

     (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any

liability pursuant to Title I or IV of ERISA other than liability for the payment of PBGC premiums, all of which have been timely paid to the extent Material, or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3(3) of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.

     (b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans) that is subject to Title IV of ERISA, determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $1,000,000. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

     (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

     (d) The expected post retirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.

     (e) With respect to each employee benefit plan, if any, disclosed by you in writing to the Company in accordance with Section 6.2(d) , neither the Company nor any “affiliate” of the Company (as defined in section V(c) of the QPAM Exemption) has at this time, nor has exercised at any time during the immediately preceding year, the authority to appoint or terminate the “QPAM” (as defined in Part V of the QPAM Exemption) disclosed by you to the Company pursuant to Section 6.2(d) as manager of any of the assets of any such plan or to negotiate the terms of any management agreement with such QPAM on behalf of any such plan. The Company is not a party in interest with respect to any employee benefit plan disclosed by you in accordance with Section 6.2(c) , 6.2(e) or 6.2(g) . The execution and delivery of this Agreement, the Other Agreements, and the issuance and sale of the Notes at the Closing hereunder will not involve any prohibited transaction (as such term is defined in section 406(a) of ERISA and section 4975(c)(1)(A)-(D) of the Code), that could subject the Company or any holder of

a Note to any tax or penalty on prohibited transactions imposed under said section 4975 of the Code or by section 502(i) of ERISA. The representation by the Company in the preceding sentence is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the source of the funds used to pay the purchase price of the Notes to be purchased by you.

     (f) All Foreign Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Foreign Plan documents or applicable laws to be paid or accrued by the Company and its Subsidiaries, to the extent Material, have been paid or accrued as required.

     5.13. Private Offering . Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 50 other Institutional Investors (as defined in clause (c) of the definition of such term), each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has, during the six-month period prior to the date of the Closing, offered or sold any securities “of the same or a similar class” (within the meaning of Rule 502(a) of Regulation D under the Securities Act) as the Notes. The Company has not taken and will not take, nor will it cause or authorize anyone acting on its behalf to take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act.

     5.14. Use of Proceeds; Margin Regulations . The Company will apply the entire net proceeds of the sale of the Notes to repay existing Indebtedness and for general corporate purposes. No part of the proceeds from the sale of the Notes hereunder will be used, and no part of the proceeds of any such Indebtedness being repaid was used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

     5.15. Existing Indebtedness; Future Liens .

     (a)  Schedule 5.15 sets forth a complete and correct list of each individual item of Indebtedness for Money Borrowed in excess of $5,000,000 and the aggregate amount of all outstanding Indebtedness for Money Borrowed of the Company and its Subsidiaries as of September 30, 2005, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of such Indebtedness for Money Borrowed. Schedule 5.15 also identifies each Group Debt Facility as of the date of this Agreement, each item of Indebtedness for Money Borrowed that is to be repaid from the proceeds of the sale of the Notes and each item of Indebtedness for Money Borrowed of the Company or any Restricted Subsidiary that is secured by a Lien (including a brief description of the collateral). Neither the Company nor any Restricted Subsidiary is in default, and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness for Money Borrowed of the Company or any Restricted Subsidiary, and no event or condition exists with respect to any Indebtedness for Money Borrowed of the Company or any Restricted Subsidiary that would permit (or that with the giving of notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness for Money Borrowed to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

     (b) Neither the Company nor any Restricted Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.3 .

     5.16. Foreign Assets Control Regulations, etc.

     (a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

     (b) Neither the Company nor any Subsidiary ( i ) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in section 1 of the Anti-Terrorism Order or ( ii ) engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

     (c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political

office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company.

     5.17. Status Under Certain Statutes . Neither the Company nor any Subsidiary:

     (a) is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935, as amended, or the Federal Power Act, as amended, or

     (b) is or will become a Person or entity described by section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism, 31 CFR Part 595 et seq., and neither the Company nor any Restricted Subsidiary does or will engage, to the Company’s knowledge, in any dealings or transactions, or be otherwise associated, with any such Persons or entities.

     5.18. Environmental Matters .

     (a) Neither the Company nor any Restricted Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any of its Restricted Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (b) Neither the Company nor any Restricted Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

     (c) Neither the Company nor any of its Restricted Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

     (d) All buildings on all real properties now owned, leased or operated by the Company or any of its Restricted Subsidiaries are in compliance with applicable

Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

     5.19. Priority of Obligations; Solvency .

     (a) The Company’s obligations under this Agreement, the Other Agreements and the Notes will, upon issuance of the Notes for value received, rank at least pari passu , without preference or priority, with all of the outstanding unsecured and unsubordinated Indebtedness of the Company.

     (b) The Company is, and after giving effect to the transactions contemplated hereby, the Notes and the Other Agreements will be, Solvent.

     6.  Representations of the Purchaser .

     6.1. Purchase of Notes . You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You further represent that you are an institutional “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act), and can bear the risk of holding the Notes for an indefinite period of time. You understand that the Notes have not been registered under the Securities Act or any state securities laws and the Notes may be resold only if registered pursuant to the provisions of the Securities Act and any applicable state securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

     6.2. Source of Funds . You represent that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

     (a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“ PTE ”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “ NAIC Annual Statement ”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of

separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

     (b) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

     (c) the Source is either ( i ) an insurance company pooled separate account, within the meaning of PTE 90-1 or ( ii ) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by you to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

     (d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14, as amended (the “ QPAM Exemption ”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d);

     (e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “ INHAM Exemption ”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

     (f) the Source is a governmental plan; or

     (g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

     (h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

If you or any subsequent transferee of the Notes notifies the Company in writing that you or such transferee are relying on any representation contained in paragraphs (c), (d), (e) or (g) above, the Company shall deliver on the date of the Closing and on the date of any applicable transfer, a certificate, which, if accurate, shall either state that ( i ) it is neither a “party in interest” (as defined in Title I, section 3(14) of ERISA) nor a “disqualified person” (as defined in section 4975(e)(2) of the Code), with respect to any plan identified pursuant to paragraphs (c), (d) or (e) above, or ( ii ) with respect to any plan identified pursuant to paragraph (d) above, neither it nor any “affiliate” (as defined in section V(c) of the QPAM Exemption) has at such time, nor during the immediately preceding one year, exercised the authority to appoint or terminate said QPAM as manager of any plan identified in writing pursuant to paragraph (d) above or to negotiate the terms of said QPAM’s management agreement on behalf of any such identified plan. As used in this Section 6.2 , the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA, except that the term “employee benefit plan” shall also include any “plan” as defined in section 4975(e)(1) of the Code.

     7.  Information as to Company .

     7.1. Financial and Business Information . The Company shall deliver to each holder of Notes that is an Institutional Investor:

     (a) Quarterly Statements . Within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), or at such time, if earlier, that such financial statements are delivered to the lenders under the Existing Bank Agreement or under any other Group Debt Facility, duplicate copies of

     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and

     (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

     (b) Annual Statements . Within 120 days after the end of each fiscal year of the Company, duplicate copies of:

     (i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and

     (ii) consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for such year,

setting forth in each case in comparative form (with respect to (b)(i) and (b)(ii)) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

     (c) SEC and Other Reports . Promptly upon their becoming available, one copy of ( i ) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and ( ii ) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

     (d) Notice of Default or Event of Default . Promptly, and in any event within five Business Days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(g), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

     (e) ERISA Matters . Promptly, and in any event within five Business Days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

     (i) with respect to any Plan subject to Title IV of ERISA (other than a Multiemployer Plan), any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date thereof; or

     (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan (other than a Multiemployer Plan), or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

     (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect.

     (f) Notices from Governmental Authority . Promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

     (g) Other Notices . Promptly upon receipt thereof, copies of all notices, reports and other like documents (to the extent not duplicative with any other notices or documents delivered pursuant to this Section 7.1 ) delivered to the lenders under the Existing Bank Agreement or under any other Group Debt Facility, including, but not limited to, ( i ) any reports submitted to the Company by its independent public accountants, ( ii ) any annual budgets, ( iii ) all Material reports or financial information filed with any Governmental Authority, ( iv ) notice of any litigation, arbitration or administrative proceedings which are

current, threatened or pending and ( v ) notice of any termination of any Transponder Lease Agreement or any MSO Agreement; and

     (h) Requested Information . With reasonable promptness, such other data and information (including information of the type described in clause (g)) relating to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes, all as from time to time may be reasonably requested by any such holder of Notes.

     7.2. Officer’s Certificate . Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by an Officer’s Certificate signed by a Senior Financial Officer setting forth:

     (a) Covenant Compliance . The information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.1 , 10.2(iv) , 10.3(xi) , 10. 4 and 10.5(iv) during the interim or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

     (b) Default . A statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Restricted Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including without limitation any such event or condition resulting from the failure of the Company or any Restricted Subsidiary to comply with any Environmental Law, ERISA, any laws applicable to the Foreign Plans and the Licenses or Title 17 of the United States Code), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

     7.3. Inspection . The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:

     (a) No Default . If no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and

(with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

     (b) Default . If a Default or Event of Default then exists, at the expense of the Company, to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.

     8.  Payment and Prepayment of the Notes .

     8.1. Payment of Interest.

     (a)  Interest Rate and Interest Payment Dates.

     (i) Series A Notes . Subject to Section 8.1(a)(v) , the Series A Notes shall bear interest (calculated in all cases under any provision hereof on the basis of a year consisting of 360 days of twelve 30-day months) on the unpaid principal balance thereof from the date of issuance at a rate equal to 6.01% per annum, payable on June 1 and December 1 in each year and on the maturity date of the Series A Notes, commencing June 1, 2006, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise), all as more particularly set forth in the Series A Notes.

     (ii) Series B Notes . Subject to Section 8.1(a)(iv) , 8.1(a)(v) , and 8.1(b)(i) , the Series B Notes shall bear interest (calculated in all cases under any provision hereof for the actual number of days elapsed on the basis of a year consisting of 360 days) on the unpaid principal balance thereof from the date of issuance at a rate equal to the LIBOR Rate from time to time in effect, payable on June 1 and December 1 in each year and on the maturity date of the Series B Notes (the period commencing on each such date (including the date of the Closing, but excluding the maturity date) and ending on the next such date being herein called an “ Interest Period ” and each such June 1 and December 1 (excluding the date of the Closing) in each year being herein called individually an “ Interest Payment Date ” and collectively the “ Interest Payment Dates ”), commencing June 1, 2006, until such principal sum shall have become due and payable (whether at maturity, upon notice of prepayment or otherwise). As to each Interest Period or other period in which interest accrues on any Series B

Note, such interest shall accrue from and including the first day of such period to but excluding the earlier of the last day of such period and the day on which such Series B Note is paid in full.

     (iii) Interest Notice . The Company shall give notice to each holder of the Series B Notes within 5 Business Days after the beginning of each Interest Period confirming the current LIBOR Rate (or such other rate of interest then applicable to the Series B Notes) and the amount of interest payable on each of the Series B Notes for such Interest Period assuming such rate remains in effect for such Interest Period. Such notice shall include ( x ) a facsimile of the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) used to determine such rate, as set forth in the definition of “LIBOR Index Rate” and ( y ) a statement of the actual number of dates for which interest is being paid. In the event that the Majority Series B Holders disagree with any of the determinations made by the Company in such notice, within 10 Business Days after receipt by such holders of such notice, the Majority Series B Holders may provide notice to the Company (a “ Holders’ Notice ”), together with a copy of the relevant screen used for the determination of LIBOR, and setting forth the number of days in such Interest Period, the date on which interest for such Interest Period will be paid and the amount of interest to be paid to each holder of Series B Notes on such date. If after such 10 Business Day period no Holders’ Notice has been delivered to the Company, the determinations made by the Company in accordance with the first sentence of this clause (iii) shall be conclusive absent manifest error.

     (iv) Inability to Determine LIBOR .

     (A) If, prior to the first Business Day of any Interest Period, the basis for determining the LIBOR Rate ceases to be reported on the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) and if the Majority Series B Holders shall have reasonably determined (which determination shall be conclusive absent manifest error) that, by reason of circumstances affecting the relevant market, other adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, then the Majority Series B Holders shall forthwith give notice thereof to the Company. If such notice is given, (i) the interest rate applicable to all Series B Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such Interest Period, (ii) each reference herein and in the Series B Notes to the “LIBOR Rate” shall be deemed thereafter to be a reference to the Prime Rate, and (iii) subject to Section 8.1(a)(v) below, such substituted rate shall thereafter be determined by the Majority Series B Holders in accordance with the terms hereof. Until notice contemplated

by clause (B) of this Section 8.1(a)(iv) is furnished by the Majority Series B Holders, the LIBOR Rate (defined without giving effect to clause (ii) of this paragraph) shall not apply to the Series B Notes.

     (B) If there has been at any time an interest rate substituted for the LIBOR Rate in accordance with clause (A) of this Section 8.1(a)(iv) and if in the reasonable opinion of the Majority Series B Holders, the circumstances causing such substitution have ceased, then the Majority Series B Holders shall promptly notify the Company in writing of such cessation, and on the first day of the next succeeding Interest Period the LIBOR Rate shall be determined as originally defined hereby. Nevertheless, thereafter the provisions of Section 8.1(a)(ii) and Section 8.1(a)(iv) shall continue to be effective.

     (v) Default Interest .  Any overdue payment of interest on the outstanding principal amount of any Notes, and any other overdue amount (including any overdue prepayment of principal) payable in accordance with the terms of this Agreement (regardless of whether the failure to make such payment constitutes an Event of Default), shall bear interest, payable semiannually on June 1 and December 1 in each year (or, at the option of the holder or holders of such Notes, on demand), for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the Default Rate.

     (b)  Illegality; Reserve Requirement; Change In Circumstances; Mitigation; Prepayment .

     (i) Illegality .

     (A) Notwithstanding any other provision of this Agreement, but subject in any event to Section 8.1(b)(iii) , if, after the date hereof, any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any holder of the Series B Notes to maintain the LIBOR Rate on the Series B Notes, then by written notice to the Company:

     (1) such holder shall promptly notify the Company of such circumstances, including a description of and the effective date of such law, regulation or interpretation (which notice shall be withdrawn whenever such circumstances no longer exist);

     (2) such holder may require that its Series B Notes bear interest at the Prime Rate, in which event all of the Series B Notes

of such holder shall bear interest at the Prime Rate as of the effective date specified in such notice; and

     (3) such notice shall cease to be effective at such time as it shall no longer be unlawful for such holder to maintain the LIBOR Rate on the Series B Notes, and, effective as of the first day of the next succeeding Interest Period, the Series B Notes shall bear interest in accordance with the provisions of Section 8.1(a)(ii) .

     (B) For purposes of this Section 8.1(b)(i) , a notice to the Company by a holder of any Series B Note shall be effective on the last day of the Interest Period during which such notice is given unless the effective date specified in such notice is an earlier date (which earlier date may be specified only if required by such change in law, regulation or interpretation), in which event such notice shall be effective as of such earlier date. If any such conversion to the Prime Rate occurs on a day which is not the last day of an Interest Period, the Company shall pay the amount of any Breakfunding Costs in connection with such conversion within 5 Business Days of receipt of the certificate required in order to claim such Breakfunding Costs (under the definition thereof). If circumstances subsequently change so that any affected holder shall determine that it is no longer so affected, such holder shall promptly notify the Company and, effective upon receipt of such notice, such Series B Note shall bear interest at the LIBOR Rate.

     (ii) Reserve Requirements; Change in Circumstances .

     (A) Notwithstanding any other provision of this Agreement, but subject in any event to Section 8.1(b)(iii) , if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any holder of the Series B Notes of the principal thereof or interest thereon or any fees, expenses or indemnities payable hereunder (other than changes in respect of taxes imposed on the gross revenues or overall net income of any such holder by the United States of America or the jurisdiction in which such holder is organized or has its principal office or by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any holder or against the Series B Notes held by such holder, and the collective result of the foregoing shall be to increase the cost to

any such holder of maintaining the LIBOR Rate on the Series B Notes or to reduce the amount of any sum received or receivable by any such holder hereunder or under the Series B Notes (whether of principal, interest or otherwise) by an amount deemed by such holder to be material, then such holder shall deliver a certificate setting forth such additional amount or amounts as will compensate such holder for such additional costs incurred or reduction suffered (and, in reasonable detail, the basis therefor).

     (B) If, after the date of Closing, any holder of the Series B Notes shall have reasonably determined that

     (1) the adoption after the date of Closing of any law, rule, regulation, agreement or guideline applicable to such holder regarding capital adequacy, or any amendment or other modification after the date of Closing to or of any such law, rule, regulation, agreement or guideline,

     (2) any change in the interpretation or administration of any law, rule, regulation, agreement or guideline regarding capital adequacy applicable to such holder by any Governmental Authority charged with the interpretation or administration thereof, or

     (3) compliance by any holder with any request or directive regarding capital adequacy (whether or not having the force of law) of any Governmental Authority issued after the date of Closing,

has or would have the effect of reducing the rate of return on such holder’s capital as a consequence of the Series B Notes to a level below that which such holder could have achieved but for such applicability, adoption, change or compliance (taking into consideration such holder’s policies with respect to capital adequacy) by an amount deemed by such holder to be material, then such holder shall deliver to the Company a certificate setting forth such additional amount or amounts as will compensate such holder for any reduction suffered.

     (C) The certificate of any holder of the Series B Notes delivered to the Company pursuant to clause (A) or clause (B) above shall set forth, in reasonable detail, the calculation of the amount or amounts necessary to compensate such holder as specified in clause (A) or clause (B) above and the basis therefor (which shall include notice of the law, regulations, guidelines, request or any interpretation thereof, of any

Governmental Authority (whether or not having the force of law), as applicable, giving rise to such increased costs or reductions), and shall be prima facie evidence of such amount absent manifest error unless the Company notifies such holder in writing to the contrary within 30 days of the delivery of such certificate. The Company agrees to pay such holder the amount shown as due on any such certificate delivered by it within 30 days after the Company’s receipt of the same. If the affected holder receives refund(s) or reimbursement(s) of such fees, expenses, charges or losses from any other source, such holder shall return all amounts received from the Company pursuant to this paragraph to the extent of such refunds or reimbursements.

     (D) Failure or delay on the part of any holder of the Series B Notes to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such holder’s right to demand such compensation with respect to such period or any other period; provided , the Company shall not be responsible for any such costs or reductions suffered more than nine months prior to delivery of the certificate referred to in clause (A) and clause (B) above (except that, if the change in law giving rise to such increased cost or reduction is retroactive and if such certificate is delivered within nine months of such change in law, then the nine-month period referred to above shall be extended by the duration of the period of retroactive effect thereof); provided , further , that the Company shall not be responsible for any such costs or reductions unless such holder certifies to the Company that at such time such holder shall be in good faith asserting a claim for such amounts on a non-discriminatory basis against issuers or borrowers under agreements having provisions similar to this section. The protection of this paragraph shall be available to such holder regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition that shall have incurred or been imposed.

     (E) Notwithstanding anything to the contrary in this Section 8.1(b)(ii) , the Company shall not be responsible for any increased costs or reduction in amounts received or receivable or reduction in return on capital, to the extent such additional cost or reduction is attributable, directly or indirectly, to the application of, compliance with or implementation of specific capital adequacy requirements or methods of calculating capital adequacy pursuant to any part or “pillar” (including Pillar 2 (“Supervisory Review Process”)), of the International Convergence of Capital Measurement Standards: a Revised Framework, published by the Basel Committee on Banking Supervision in June 2004

(“Basel II”), or any implementation, adoption (whether voluntary or compulsory) thereof, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or any other law or regulation.

     (iii) Mitigation Obligations; Prepayment .

     (A) Before any holder of Series B Notes gives notice under Section 8.1(b)(i) or requests compensation under Section 8.1(b)(ii) , such holder shall use reasonable efforts to designate a different lending office for funding or booking its Series B Notes hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such holder, such designation or assignment (i) would eliminate the need for notice pursuant to Section 8.1(b)(i) or reduce amounts payable pursuant to Section 8.1(b)(ii) in the future, as applicable, and (ii) in each case, would not subject such holder to any unreimbursed cost or expense and would not otherwise be disadvantageous to such holder.

     (B) If any holder of Series B Notes gives notice under Section 8.1(b)(i) or requests compensation under Section 8.1(b)(ii) in an aggregate amount equal to 5% or more of the aggregate amount of the most recent interest payment required to be made with respect to all of the Series B Notes held by such holder, the Company may prepay the Series B Notes of such holder in accordance with Section 8.2 , but without giving effect to the restriction on prepayment prior to the second anniversary of the date of the Closing.

     8.2. Optional Prepayments . The Company may, at its option, upon notice as provided in Section 8.3 , prepay all of, or from time to time any part of, ( a ) the Series A Notes at any time after the date of the Closing and ( b ) the Series B Notes at any time after the second anniversary of the date of the Closing, in each case at the principal amount so prepaid (in a minimum principal amount of $1,000,000 and otherwise in multiples of $500,000), plus accrued interest with respect to such principal amount being prepaid to the date of such prepayment, plus ( i ) in the case of prepayments of the Series A Notes, the Make-Whole Amount determined for the prepayment date with respect to such principal amount or ( ii ) in the case of prepayments of the Series B Notes, the amount of any Breakfunding Costs.

     8.3. Notice of Prepayments . The Company will give each holder of Notes written notice of each optional prepayment under Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Notes of each series to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid and the interest to be

paid on the prepayment date with respect to such principal amount being prepaid, and in the case of prepayments of the Series A Notes, shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. In the case of prepayments of the Series A Notes, two Business Days prior to such prepayment, the Company shall deliver to the holder of each such Note a certificate of a Senior Financial Officer specifying the calculation of the Make-Whole Amount as of the specified prepayment date.

     8.4. Allocation of Partial Prepayments . In the case of each partial prepayment of the Notes of any series pursuant to Section 8.2 , the principal amount of the Notes of such series to be prepaid shall be allocated among all Notes of such series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

     8.5. Maturity; Surrender, etc. In the case of each prepayment of Notes pursuant to this Section 8 , the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and, in the case of prepayments of the Series A Notes, the applicable Make-Whole Amount, if any, and, in the case of prepayments of the Series B Notes, the amount of any Breakfunding Costs. If the Company shall fail to make any such prepayment with respect to the Series B Notes on such date, the Company will pay the amount of any Breakfunding Costs in connection therewith within 5 Business Days of receipt of the certificate required in order to claim such Breakfunding Costs (under the definition thereof). From and after such date fixed for prepayment, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and in the case of prepayments of the Series A Notes, the Make-Whole Amount, if any, and, in the case of prepayments of the Series B Notes, the amount of any Breakfunding Costs, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

     8.6. Purchase of Notes . The Company will not and will not permit any Subsidiary or any Affiliate as to which it or a Subsidiary exercises dominion or control (a “ Controlled Affiliate ”) to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement, the Other Agreements and the Notes. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Controlled Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and the Other Agreements and no Notes may be issued in substitution or exchange for any such Notes.

     8.7. Make-Whole Amount . The term “ Make-Whole Amount ” means, with respect to any Series A Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount shall in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

     “ Applicable Margin ” means 0.50% (50 basis points).

     “ Called Principal ” means, with respect to any Series A Note, the principal of such Series A Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.

     “ Discounted Value ” means, with respect to the Called Principal of any Series A Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series A Notes is payable) based on the Reinvestment Yield with respect to such Called Principal.

     “ Reinvestment Yield ” means, with respect to the Called Principal of any Series A Note, the sum of the Applicable Margin plus the yield to maturity implied by ( i ) the yields reported, as of 10:00:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Screen PX1” on the Bloomberg Financial Markets Commodities News screen (or such other display as may replace Screen PX1 on the Bloomberg Financial Markets Commodities News screen) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, and, to the extent that there is a reasonable basis for asserting that more than one yield shall be attributed to any one U.S. Treasury Security (as might occur if there were a change in its yield attributable to such U.S. Treasury Security at the time specified above), then the lowest yield reported at such time shall be used, or ( ii ) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by ( a ) converting U.S. Treasury bill quotations to bond-

equivalent yields in accordance with accepted financial practice and ( b ) interpolating linearly between yields reported for actively traded U.S. Treasury securities with a maturity closest to and less than, and closest to and greater than, the Remaining Average Life. The Reinvestment Yield will be rounded to that number of decimal places that appear in the stated interest rate of such Series A Note.

     “ Remaining Average Life ” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing ( i ) such Called Principal into ( ii ) the sum of the products obtained by multiplying ( a ) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by ( b ) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

     “ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Series A Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series A Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1 .

     “ Settlement Date ” means, with respect to the Called Principal of any Series A Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.

     8.8. Change of Control .

     (a)  Notice of Change of Control or Control Event . The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control or Control Event, give written notice of such Change of Control or Control Event to each holder of Notes (by telecopy transmission and, simultaneously with the sending of such telecopied notice, by sending a copy of such notice to each such holder via an overnight courier of international reputation), which notice will describe in reasonable detail the nature and date of the Change of Control or Control Event (a “ Company Notice ”). Each Company Notice shall constitute Confidential Information, as defined in Section 20 , and shall be subject to the provisions of Section 20 unless otherwise specified by the Company in such Company Notice. In the case that a Change of Control has occurred, such Company Notice shall specify that the holders of the Notes

shall have the right to require prepayment of the Notes then held by such holders as described in subsection (b) of this Section 8.8 .

     (b)  Right to Elect Prepayment of Notes . If a Change of Control shall occur, each holder of Notes shall have the right, in accordance with and subject to this Section 8.8 , to require that all, but not less than all, of the Notes held by such holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) shall be prepaid on a date specified in a notice to that effect delivered to the Company (which shall be a Business Day) (the “ Proposed Prepayment Date ”), which Proposed Prepayment Date shall be not less than 30 days and not more than 60 days after the date of the Company Notice.

     (c)  Prepayment . Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment, but without any Make-Whole Amount or other premium but including the amount of any Breakfunding Costs, with respect to the Series B Notes. The prepayment shall be made on the Proposed Prepayment Date.

     9.  Affirmative Covenants . The Company covenants that so long as any of the Notes are outstanding:

     9.1. Compliance with Law . The Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, the USA Patriot Act, Environmental Laws, ERISA and Title 17 of the United States Code, all laws, ordinances or governmental rules or regulations applicable to the Foreign Plans and the Licenses, and all orders and decrees of all courts and arbitrators in proceedings or actions to which the Person in question is a party or by which it is bound, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances, governmental rules or regulations, orders and decrees or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     9.2. Insurance . The Company will and will cause each of its Restricted Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

     9.3. Maintenance of Properties . The Company will and will cause each of its Restricted Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Restricted Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     9.4. Payment of Taxes and Claims . The Company will and will cause each of its Restricted Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if ( i ) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or ( ii ) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

     9.5. Corporate Existence, etc. Subject to Section 10.7 , the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Section 10.5 and Section 10.7 , the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or another Restricted Subsidiary or all of its assets and liabilities are transferred to the Company or another Restricted Subsidiary, by liquidation or otherwise) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

     9.6. [ Intentionally Omitted ].

     9.7. Covenant to Secure Notes Equally . The Company covenants that if it or any Restricted Subsidiary shall create or assume any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than Liens permitted by the provisions of Section 10.3 (unless prior written consent to the creation or assumption thereof shall have been obtained pursuant to Section 17 ), it will make or cause to be made

effective provision satisfactory in form and substance to the Majority Holders whereby the Notes will be secured by such Lien equally and ratably with any and all other Indebtedness thereby secured so long as any such other Indebtedness shall be so secured.

     9.8. Priority of Obligations . The Company agrees that the Company’s obligations under this Agreement, the Other Agreements and the Notes will at all times rank at least pari passu , without preference or priority, with all of the outstanding unsecured and unsubordinated Indebtedness for Money Borrowed of the Company.

     10.  Negative Covenants . The Company covenants that so long as any of the Notes are outstanding:

     10.1. Maintenance of Financial Conditions . The Company will not:

     (i) permit the Consolidated Interest Coverage Ratio for each period of four consecutive fiscal quarters of the Company ending on or after September 30, 2005 to be less than 3.00 to 1.00, or

     (ii) permit the Consolidated Leverage Ratio at any time during each period of four consecutive fiscal quarters of the Company to be greater than 4.50 to 1.00; provided , however , the Consolidated Leverage Ratio may, at the Company’s option (which may be exercised only once while the Notes are outstanding by giving prior written notice thereof to the holders of the Notes) and subject to the payment of Additional Interest during each Additional Interest Period, exceed 4.50 to 1.00 for a single period of up to one year beginning with the fiscal quarter end date immediately following any Acquisition, provided that such ratio does not exceed 5.50 to 1.00 during such period.

     10.2. Limitation on Restricted Subsidiary Indebtedness for Money Borrowed . The Company shall not permit any of its Restricted Subsidiaries to create, assume, incur or otherwise become or remain obligated in respect of, or permit to be outstanding, any Indebtedness for Money Borrowed other than:

     (i) Indebtedness for Money Borrowed of any Person existing at the time such Person becomes a Subsidiary and not created in contemplation of such Person becoming a Subsidiary and any extension, renewal or replacement of such Indebtedness for Money Borrowed, provided that the principal amount thereof shall not be increased and the maturity of such Indebtedness for Money Borrowed shall not be shortened;

     (ii) Indebtedness for Money Borrowed of Restricted Subsidiaries owing to the Company or to another Restricted Subsidiary;

     (iii) Indebtedness for Money Borrowed of Restricted Subsidiaries in respect of the Headquarters Indebtedness as contemplated by the Headquarters Transaction; and

     (iv) Indebtedness for Money Borrowed of Restricted Subsidiaries in addition to that permitted under the foregoing clauses (i) through (iii), provided that the aggregate outstanding principal amount of all Indebtedness for Money Borrowed incurred pursuant to this clause (iv) plus (without duplication) the aggregate outstanding principal amount of Indebtedness for Money Borrowed secured by Liens as permitted solely by Section 10.3(xi) shall not at any time exceed 15% of Consolidated Total Assets.

     10.3. Limitation on Liens . The Company shall not and shall not permit any of its Restricted Subsidiar