250 MILLION REVOLVING CREDIT AGREEMENT

Exhibit 10.12

$250 MILLION REVOLVING CREDIT AGREEMENT

made and entered into

as of August 28, 2007

by and among

WHOLE FOODS MARKET, INC.,
a Texas corporation,

EACH OF THE FINANCIAL INSTITUTIONS WHICH IS
A SIGNATORY HERETO OR WHICH MAY FROM TIME TO
TIME BECOME A PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent,

ROYAL BANK OF CANADA,

as Syndication Agent,

WELLS FARGO BANK, N.A., LASALLE BANK MIDWEST, N.A., and

WACHOVIA BANK, N.A.,

as Co-Documentation Agents,

and

J. P. MORGAN SECURITIES INC. AND RBC CAPITAL MARKETS(1),

as Joint Lead Arrangers and Joint Bookrunners

(1)

RBC Capital Markets is a brand name for the investment banking activities of Royal Bank of Canada.

Table of Contents

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EXHIBITS

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        REVOLVING CREDIT AGREEMENT (this " Agreement ") dated as of August 28, 2007 among WHOLE FOODS MARKET, INC., a Texas corporation (the " Company "), JPMorgan Chase Bank, N.A. (" JPMorgan "), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the " Agent ") and collateral agent (together with any successor collateral agent appointed pursuant to Security Agreement A or Security Agreement B, as applicable, the " Collateral Agent ") for the lenders from time to time parties hereto (the " Lenders "), Royal Bank of Canada, as syndication agent, Wells Fargo Bank, N A, Wachovia Bank, N.A. and LaSalle Bank Midwest, N.A. as co-documentation agents, and J. P. Morgan Securities Inc. and RBC Capital Markets, as joint lead arrangers and joint bookrunners (in such capacities, the " Joint Lead Arrangers ").

        PRELIMINARY STATEMENTS:

•         (1)   Pursuant to the agreement and plan of merger dated as of February 21, 2007 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted hereunder, the " Merger Agreement ") among the Company, its wholly-owned subsidiary, WFMI Merger Co., a Delaware corporation (" Merger Sub ") and Wild Oats Markets, Inc., a Delaware corporation (the " Target "), the Company, through Merger Sub, has commenced an offer to purchase all the outstanding shares of the Target (the " Tender Offer "). Following the successful consummation of the Tender Offer, the Company, through Merger Sub, will acquire 100% of the outstanding shares of the Target and will merge with and into the Target (the " Merger ").

          (2)   The Company has requested that the Lenders provide a $250,000,000 revolving line of credit to the Company to (i) finance the Tender Offer and the Merger Transactions and to pay related fees and expenses, and (ii) support new store development, other acquisitions, the issuance of standby letters of credit and other general corporate purposes, including but not limited to, the repurchase of stock and refinancing of existing Indebtedness of the Target, subject to the terms and conditions set forth herein.

          (3)   The Lenders have indicated their willingness to lend such amount on the terms and conditions of this Agreement.

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

ARTICLE I—Definitions

        Section 1.1     Certain Defined Terms.     Unless a particular word or phrase is otherwise defined or the context otherwise requires, capitalized words and phrases used in the Loan Documents have the meanings provided below.

•         " Additional Collateral " has the meaning specified in the Security Agreement B attached hereto as Exhibit G-B.

          " Additional Collateral Trigger " shall mean the date on which (a) the Borrower's corporate credit rating shall be (i) with respect to S&P's corporate credit rating, equal to or lower than BB-, and (ii) with respect to Moody's corporate rating system, equal to or lower than Ba3; or (b) the Borrower's corporate credit rating shall be less than (i) with respect to S&P's corporate credit rating, BB-, or (ii) with respect to Moody's corporate rating system, a rating of Ba3.

          " Additional Security Period " shall mean the period, if any, beginning with the occurrence of the Additional Collateral Trigger until the Maturity Date.

          " Affiliate " shall mean any Person controlling, controlled by or under common control with any other Person; and with respect to an individual, "Affiliate" shall also mean any other individual related to such individual by blood or marriage. For purposes of this definition, "control" (including "controlled by" and "under common control with") means the possession, directly or

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  indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership or other ownership interests, by contract or otherwise.

          " Agent " shall have the meaning ascribed to it in the recital of parties hereto.

          " Agent's Account " means the Agent's account specified by the Agent in writing to the Company and the Lenders from time to time.

          " Aggregate Commitment " shall mean, on any day, the aggregate of all of the Commitments of the Lenders on such day.

          " Agreement " shall have the meaning ascribed to it in the recital of parties hereto.

          " Agreement Value " means, for each Hedging Agreement, on any date of determination, an amount determined by the Agent equal to the amount, if any, (a) that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedging Agreement as if (i) such Hedging Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole "Affected Party" and (iii) the Agent was the sole party determining such payment amount (with the Agent making such determination pursuant to the terms of the governing documentation); (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or any of its Subsidiaries party to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement.

          " Alternate Base Rate " shall mean for any day (a) the greater of (i) the Prime Rate, and (ii) the Federal Funds Rate plus 0.50% per annum, plus (b) the Applicable Margin in effect on such day. For purposes of this Agreement any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or Federal Funds Rate, respectively. If for any reason the Agent shall have determined (which determination shall be conclusive and binding, absent manifest error) that it is unable to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be the Prime Rate plus the Applicable Margin.

          " Alternate Base Rate Borrowing " shall mean that portion of the principal balance of the Loans at any time bearing interest at the Alternate Base Rate.

          " Annual Audited Financial Statements " shall mean, with respect to each fiscal year of the Company, the Company's 10-K Report filed with the Securities Exchange Commission for such fiscal year, prepared in conformity with Generally Accepted Accounting Principles and accompanied by a report and opinion of independent certified public accountants with an accounting firm of national standing and reputation, which shall state that such financial statements, in the opinion of such accountants, present fairly, in all material respects, the financial position of the Company and its Subsidiaries, on a consolidated basis, as of the date thereof and the results of its operations and cash flows for the period covered thereby in conformity with Generally Accepted Accounting Principles.

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          " Applicable Commitment Fee Percentage " shall mean with respect to any Loan on any date of determination, the applicable rate per annum for the corresponding rating of the Company's corporate family ratings, and determined in accordance with the following grid:

• For purposes of determining the Applicable Commitment Fee Percentage in the case of split ratings, where applicable, (i) in the event of a single category split in ratings, the higher of the two ratings shall apply, (ii) in the event of a two-category split in ratings, the rating that is in the middle of the two ratings shall apply and (iii) in the event that there is more than a two-category split in ratings, the rating that is one category above the lower rating will apply.

          " Applicable Margin " shall mean with respect to any Loan on any date of determination, the applicable rate per annum for the corresponding rating of the Company's corporate family ratings, and determined in accordance with the following grid:

• For purposes of determining the Applicable Margin in the case of split ratings, where applicable, (i) in the event of a single category split in ratings, the higher of the two ratings shall apply, (ii) in the event of a two-category split in ratings, the rating that is in the middle of the two ratings shall apply and (iii) in the event that there is more than a two-category split in ratings, the rating that is one category above the lower rating will apply.

          " Applications " shall mean all applications and agreements for Letters of Credit, or similar instruments or agreements, in Proper Form, now or hereafter executed by any Person in connection with any Letter of Credit now or hereafter issued or to be issued under the terms hereof at the request of any Person.

          " Approved Fund " means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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          " Borrowing " shall mean an Alternate Base Rate Borrowing or a LIBOR Rate Borrowing.

          " Business Day " shall mean a day when the main office of the Agent is open for business and banks in New York, New York are generally open for business.

          " Business Entity " shall mean corporations, partnerships, joint ventures, joint stock associations, business trusts and other business entities.

          " Capital Lease Obligations " shall mean the obligations of the Company and its Subsidiaries on a consolidated basis to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal Property which obligations are required to be classified and accounted for as a capital lease on a consolidated balance sheet of the Company and its Subsidiaries under Generally Accepted Accounting Principles (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board, as amended) and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with Generally Accepted Accounting Principles (including such Statement No. 13).

          " Change of Control " shall mean any change so that any Unrelated Person (or any Unrelated Persons acting together which would constitute a Group) together with any Affiliate or Related Persons of such Unrelated Person or Unrelated Persons (in each case also constituting Unrelated Persons) shall at any time after the date hereof either (i) Beneficially Own more than fifty percent (50%) of the aggregate voting power of all classes of Voting Stock of the Company, or (ii) succeed in having enough of its or their nominees elected by the stockholders to the Board of Directors of the Company so as to constitute a majority of the Board of Directors of the Company. As used herein, (a) "Beneficially Own" shall mean "beneficially own" as defined in Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the " 34 Act ") or any successor provision thereto; (b) "Group" shall mean a "group" for purposes of Section 13(d) of the 34 Act or any successor provision; (c) "Unrelated Person" shall mean any Person other than any trust for any employee stock ownership plan of the Company or any Subsidiary of the Company; (d) "Related Person" shall mean as to any Person, any other Person owning (1) five percent (5%) or more of the outstanding common stock of such Person or (2) five percent (5%) or more of the Voting Stock of such Person, and (e) "Voting Stock" shall mean as to any Person, the Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

          " Code " shall mean the Internal Revenue Code of 1986, as amended, as now or hereafter in effect, together with all regulations, rulings and interpretations thereof or thereunder by the Internal Revenue Service.

          " Collateral " has the meaning specified in the Security Agreement A attached hereto as Exhibit G-A.

          " Collateral Agent " shall have the meaning ascribed to it in the recital of parties hereto.

          " Commitment " shall mean, as to any Lender, the obligation of such Lender to make Loans and incur liability for the Letters of Credit Exposure Amount in an aggregate principal amount at any one time outstanding up to, but not exceeding, the amount set forth opposite such Lender's name on Schedule 2.1(a) hereto under the caption "Commitment", or as to any Lender that becomes a Party hereto by executing an Assignment and Acceptance, the amount set forth in such Assignment and Acceptance (in each case, as the same may be reduced from time to time pursuant to Section 2.2 hereof and increased from time to time pursuant to Section 2.16 hereof).

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          " Commitment Fee ", with respect to any Lender, shall have the meaning assigned to it in Section 2.2.

          " Commitment Increase Agreement " shall have the meaning assigned to it in Section 2.16(c).

          " Commitment Increase Notice " shall have the meaning assigned to it in Section 2.16(a).

          " Commitment Percentage " shall mean, with respect to any Lender, the ratio, expressed as a percentage, of (a) such Lender's Commitment to (b) the Aggregate Commitment.

          " Confidential Information " means non-public information that any Loan Party furnishes to the Agent or any Lender, unless such information is or becomes (a) generally available to the public (other than as a result of a breach by the Agent or any Lender of its obligations hereunder) or that is or becomes available to the Agent or such Lender from a source other than the Loan Parties that is not, to the best of the Agent's or such Lender's knowledge, acting in violation of a confidentiality agreement with a Loan Party or (b) designated in writing by any Loan Party as non-confidential.

          " Consequential Loss " shall mean, with respect to (a) the Company's payment of principal of a LIBOR Rate Borrowing on a day other than the last day of the applicable LIBOR Interest Period, (b) the Company's failure to borrow a LIBOR Rate Borrowing on the date specified by the Company for any reason, (c) the Company's failure to make any prepayment of the Loans (other than Alternate Base Rate Borrowings) on the date specified by the Company, or (d) any cessation of the LIBOR Rate to apply to the Loans or any part thereof pursuant to Section 2.10 hereof, in each case whether voluntary or involuntary, any loss, expense, penalty, premium or liability incurred by any of the Lenders or the Agent, including any interest paid by any of the Lenders to lenders of funds borrowed by them to make or carry the Loans; a " Consequential Loss " shall mean, with respect to the termination or cancellation of any LIBOR Rate Borrowing pursuant to Section 2.10 hereof, in each case whether voluntary or involuntary, any loss, expense, penalty, premium or liability incurred by any of the Lenders or the Agent on account of any reduction resulting from such premature termination or cancellation of such borrowing in such Person's margins or spreads between its cost of funds and the interest earned on the principal of the borrowing so terminated or canceled, including an amount equal to the excess (if any) of (x) interest that would have accrued on any such borrowing during the remainder of the applicable LIBOR Interest Period had such borrowing not been terminated or canceled early, over (y) the interest actually accrued on the principal amount of that terminated or canceled borrowing for such remainder of such LIBOR Interest Period.

          " Consolidated Net Worth " shall mean, at any time, shareholder's equity of the Company as set forth in the most recent consolidated Annual Audited Financial Statements of the Company and its Subsidiaries, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

          " Contingent Obligations " shall mean, as to any Person, without duplication, any obligation of such Person guaranteeing or intended to guarantee the payment or performance of any Indebtedness, leases, dividends or other obligations (collectively "primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including without limitation, any obligation of the Person for whom Contingent Obligations is being determined, whether or not contingent, (a) to purchase any such primary obligation or other property constituting direct or indirect security therefor, (b) assume or contingently agree to become or be secondarily liable in respect of any such primary obligation, (c) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital for the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (d) to purchase property, securities or services primarily for the purpose of

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  assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (e) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided, however, that the term "Contingent Obligations" shall not include (x) endorsements of checks or other negotiable instruments in the ordinary course of business, (y) performance or payment guarantees by the Company of any Indebtedness of any of its Subsidiaries of the type permitted in Section 6.1(f) hereof, and (z) the obligations and liabilities of each Guarantor to the Agent and the Lenders under the Guaranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum anticipated liability in respect thereof (assuming the Person for whom Contingent Obligations is being determined is required to perform thereunder) as determined by the Agent in good faith.

          " Contribution Agreement " shall mean that certain Contribution Agreement of even effective date herewith, by and among the Company and the Guarantors, as the same may have been or may hereafter be amended, modified, supplemented, restated and joined in pursuant to a Joinder Agreement, from time to time.

          " Convertible Senior Debentures " shall mean those certain the 3.25% Convertible Senior Debentures due 2034 which are governed by that certain Indenture dated June 1, 2004, by and between Target and U.S. Bank National Association as trustee.

          " Credit Facility Hedging Agreements " shall mean any Hedging Agreement now existing or hereafter entered into between the Company and any Lender and/or any of their respective Affiliates in connection with all or any portion of the Loans and/or any of the loans under the Term Loan Facility for purposes of hedging the risk of variable interest rate volatility or fluctuations of interest rates, as any such Hedging Agreement may be modified, supplemented and in effect from time to time.

          " Current Sum " shall mean on any day, as to a particular Lender, the sum of (a) the then outstanding principal balance of such Lender's Loans on such day plus (b) the product of (i) such Lender's Commitment Percentage times (ii) the Letter of Credit Exposure Amount on such day.

          " Current Sum Percentage " shall mean, with respect to any Lender, the ratio, expressed as a percentage of (a) such Lender's Current Sum to (b) the aggregate Current Sum of all Lenders.

          " Default " means any Event of Default or any other event or circumstance that with the passing of time or the giving of notice, or both, would constitute an Event of Default.

          " Disclosed Divestitures " shall mean the proposed divestitures of the Company and its Subsidiaries set forth in Schedule 1.1(a) hereto.

          " Discontinued Operations " shall mean, as of any day, operations of the Company or its Subsidiaries which have been discontinued, as reflected on the most recent Form 10-K or 10-Q for the Company filed with the Security and Exchange Commission, and which, as of such day, have been fully disposed of or liquidated.

          " EBIT " shall mean for any period for which EBIT is calculated, Net Income of the Company and its Subsidiaries on a consolidated basis for such period plus, without duplication, (a) non-recurring, non-cash charges of the Company and its Subsidiaries on a consolidated basis for such period, (b) non-cash pre-opening rent expenses of the Company and its Subsidiaries on a consolidated basis for such period, (c) taxes of the Company and its Subsidiaries on a consolidated basis for such period, (d) interest expense of the Company and its Subsidiaries on a consolidated basis for such period and (e) non-cash stock compensation expense of the Company and its Subsidiaries on a consolidated basis for such period; provided that EBIT for the three quarters

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  immediately prior to the Effective Date shall be as set forth in Schedule 1.1(b). All components of EBIT shall be determined in accordance with Generally Accepted Accounting Principles, consistently applied.

          " EBITDA " shall mean for any period for which EBITDA is calculated, Net Income of the Company and its Subsidiaries on a consolidated basis for such period plus, without duplication, (a) taxes of the Company and its Subsidiaries on a consolidated basis for such period (calculated after excluding any gain or loss attributable to Discontinued Operations as of such day), (b) depreciation, depletion, obsolescence and amortization of Property of the Company and its Subsidiaries on a consolidated basis for such period (calculated after excluding any depreciation, depletion, obsolescence and amortization applicable to Discontinued Operations as of such day), (c) interest expense of the Company and its Subsidiaries on a consolidated basis for such period (calculated after excluding any interest expense paid in connection with Discontinued Operations as of such day), (d) non-recurring, non-cash charges of the Company and its Subsidiaries on a consolidated basis for such period, (e) non-cash pre-opening rent expenses of the Company and its Subsidiaries on a consolidated basis for such period and (f) non-cash stock compensation expense of the Company and its Subsidiaries on a consolidated basis for such period; provided that EBITDA for the three quarters immediately prior to the Effective Date shall be as set forth in Schedule 1.1(b). All components of EBITDA shall be determined in accordance with Generally Accepted Accounting Principles, consistently applied.

          " Effective Date " has the meaning ascribed thereto in Section 3.2.

          " Eligible Assignee " shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund or (d) any other Person (other than an individual) approved by the Agent and, except during the continuance of an Event of Default, the Company (each such consent not to be unreasonably withheld or delayed); it being understood that none of the Company nor any of its Affiliates shall, in any event, be an Eligible Assignee.

          " Environmental Claim " shall mean any third party (including any Governmental Authority) action, lawsuit, claim or proceeding (including claims or proceedings at common law) which seeks to impose or alleges liability for (i) preservation, protection, conservation, pollution, contamination of, or releases or threatened releases of Hazardous Substances into the air, surface water, ground water or land or the clean-up, abatement, removal, remediation or monitoring of such pollution, contamination or Hazardous Substances; (ii) generation, recycling, reclamation, handling, treatment, storage, disposal or transportation of Hazardous Substances or solid waste (as defined under the Resource Conservation and Recovery Act and its regulations, as amended from time to time); (iii) exposure to Hazardous Substances; (iv) the safety or health of employees or other Persons in connection with any of the activities specified in any other subclause of this definition; or (v) the manufacture, processing, distribution in commerce, presence or use of Hazardous Substances. An "Environmental Claim" includes a common law action, as well as a proceeding to issue, modify or terminate an Environmental Permit, or to adopt or amend a regulation to the extent that such a proceeding attempts to redress violations of the applicable permit, license, or regulation as alleged by any Governmental Authority.

          " Environmental Liabilities " shall mean all liabilities arising from any Environmental Claim, Environmental Permit or Requirement of Environmental Law under any theory of recovery, at law or in equity, and whether based on negligence, strict liability or otherwise, including: remedial, removal, response, abatement, restoration (including natural resources) investigative, or monitoring liabilities, personal injury and damage to property, natural resources or injuries to persons, and any other related costs, expenses, losses, damages, penalties, fines, liabilities and obligations, and all costs and expenses necessary to cause the issuance, reissuance or renewal of any Environmental

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  Permit including attorney's fees and court costs. Environmental Liability shall mean any one of them.

          " Environmental Permit " shall mean any permit, license, approval or other authorization under any applicable law, regulation and other requirement of the United States or of any state, municipality or other subdivision thereof relating to pollution or protection of health or the environment, including laws, regulations or other requirements relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or Hazardous Substances or toxic materials or wastes into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, recycling, presence, use, treatment, storage, disposal, transport, or handling of, wastes, pollutants, contaminants or Hazardous Substances.

          " Equipment " shall have the meaning assigned to it in the Texas Business and Commerce Code in force on the date the document using such term was executed.

          " ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules, regulations, rulings and interpretations adopted by the Internal Revenue Service or the Department of Labor thereunder.

          " Eurocurrency Liabilities " has the meaning specified in Regulation D.

          " Event of Default " shall mean any of the events specified in Section 7.1 hereof or otherwise specified as an Event of Default in any other Loan Document, provided there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act, and Default shall mean any of such events, whether or not any such requirement has been satisfied.

          " Extraordinary Receipt " means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including, without limitation, tax refunds (provided that, for greater clarity and without limiting the foregoing, ordinary tax refunds on account of cash taxes actually paid would be considered ordinary course), pension plan reversions, proceeds of insurance (including, without limitation, any key man life insurance but excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustment received in connection with any purchase agreement; provided , however, that an Extraordinary Receipt shall not include cash receipts received from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments are received by any Person in respect of any third party claim against such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim and the costs and expenses of such Person with respect thereto.

          " Federal Funds Rate " means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

          " Fee Letter " shall mean that certain fee letter dated as of March 16, 2007 among JPMorgan, J. P. Morgan Securities Inc., Royal Bank of Canada, and the Company.

          " Fixed Charge Coverage Ratio " shall mean as of any day that the Fixed Charge Coverage Ratio is being calculated, the ratio of (a) EBIT plus Operating Lease Expense to (b) interest expense plus Operating Lease Expense. All components of the Fixed Charge Coverage Ratio shall be

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  computed for the Rolling Four Quarters as of such day and determined for the Company and its Subsidiaries on a consolidated basis in accordance with Generally Accepted Accounting Principles, consistently applied; provided , that for purposes of determining interest expense and Operating Lease Expense in the Fixed Charge Coverage Ratio for the (a) fiscal quarter ended September 30, 2007, such interest expense and Operating Lease Expense for the measurement period then ended shall equal such items for such fiscal quarter multiplied by ⁵² / 13 , (b) fiscal quarter ended January 20, 2008, such interest expense and Operating Lease Expense for the measuring period then ended shall equal such items for the two fiscal quarters then ended multiplied by ⁵² / 29 , and (c) fiscal quarter ended April 30, 2008, such interest expense and Operating Lease Expense for the measuring period then ended shall equal such items for the three fiscal quarters then ended multiplied by ⁵² / 41 ; provided also that EBIT for the three quarters immediately prior to the Effective Date shall be as set forth in Schedule 1.1(b).

          " Funded Indebtedness " shall mean (a) all Indebtedness of the Company and its Subsidiaries on a consolidated basis which by its terms matures more than one year after the applicable date of calculation of Funded Indebtedness (including without limitation, current maturities or scheduled principal payments of Funded Indebtedness for the applicable period for which Funded Indebtedness is being calculated), and any Indebtedness of the Company and its Subsidiaries on a consolidated basis maturing within one year from such date and (b) without duplication, Capital Lease Obligations of the Company and its Subsidiaries on a consolidated basis. All components of Funded Indebtedness shall be determined in accordance with Generally Accepted Accounting Principles, consistently applied.

          " Generally Accepted Accounting Principles " shall mean, as to a particular Person, those principles and practices (a) which are recognized as such by the Financial Accounting Standards Board or successor organization, (b) which are applied for all periods after the date hereof in a manner consistent with the manner in which such principles and practices were applied to the most recent audited financial statements of the relevant Person furnished to the Agent and the Lenders, and (c) which are consistently applied for all periods after the date hereof so as to reflect properly the financial condition, and results of operations and changes in financial position, of such Person.

          " Governmental Authority " shall mean any foreign governmental authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing, and any agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal, in each case whether executive, legislative, judicial, regulatory or administrative, having jurisdiction over the Agent, any of the Lenders or the Company, any of the Company's Subsidiaries or their respective Property.

          " Guaranties " shall mean that certain Guaranty, substantially in the form of Exhibit H hereto, by the Guarantors party thereto in favor of the Agent dated as of the date hereof, as the same may be amended, supplemented, modified, joined in pursuant to a Joinder Agreement and restated from time to time, and each and every other guaranty executed by any or all of the Guarantors from time to time; each a "Guaranty" .

          " Guarantors " shall mean the Persons listed on Schedule 1.1(c) hereto, each Subsidiary that shall hereafter be required to execute and deliver a Guaranty pursuant to the terms of this Agreement and each and every other Person executing a guaranty from time to time guaranteeing the Indebtedness of the Company owing from time to time to the Lenders pursuant to this Agreement or the Notes.

          " Hazardous Substance " shall mean any hazardous or toxic waste, substance or product or material defined or regulated from time to time by any applicable law, rule, regulation or order described in the definition of "Requirements of Environmental Law," including solid waste (as

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  defined under RCRA or its regulations, as amended from time to time), petroleum and any fraction thereof, any radioactive materials and waste.

          " Hedging Agreements " shall mean any transaction (including an agreement with respect thereto) now or hereafter existing which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

          " Incidental Liens " shall mean (i) Liens for taxes, assessments, levies or other governmental charges (but not Liens for clean up expenses arising pursuant to Requirements of Environmental Law) not yet due (subject to applicable grace periods) or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company in accordance with Generally Accepted Accounting Principles; (ii) carriers', warehousemen's, mechanics', landlords', vendors', materialmen's, repairmen's, sureties' or other like Liens (other than Liens for clean up expenses arising pursuant to Requirements of Environmental Law) arising in the ordinary course of business (or deposits to obtain the release of any such Lien) and securing amounts not yet due or which are being contested in good faith and by appropriate proceedings if, in the case of such contested Liens, adequate reserves with respect thereto are maintained on the books of the Company in accordance with Generally Accepted Accounting Principles; (iii) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (iv) deposits not in excess at any time of $25,000,000 in the aggregate to secure insurance in the ordinary course of business, the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, licenses, franchises, statutory obligations, surety and appeal bonds and performance bonds and other obligations of a like nature incurred in the ordinary course of business and Liens to secure progress or partial payments made to the Company or any Subsidiary and other Liens of like nature made in the ordinary course of business; (v) easements, rights-of-way, covenants, reservations, exceptions, encroachments, zoning and similar restrictions and other similar encumbrances or title defects incurred in the ordinary course of business which, in the aggregate, are not substantial in amount, and which do not in any case singly or in the aggregate materially detract from the value or usefulness of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole; (vi) bankers' liens arising by operation of law; (vii) Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with any court proceeding the payment of which is covered in full (subject to customary deductibles) by insurance; (viii) inchoate Liens arising under ERISA to secure contingent liabilities of the Company; and (ix) rights of lessees and sublessees in assets leased by the Company or any Subsidiary not prohibited elsewhere herein.

          " Indebtedness " shall mean, as to any Person, without duplication: (a) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of Property or services; (b) any other indebtedness which is evidenced by a promissory note, bond, debenture or similar instrument; (c) any obligation under or in respect of outstanding letters of credit (including without limitation, the Letters of Credit), acceptances and similar obligations created for the account of such Person; (d) all Capital Lease Obligations of such Person; (e) all indebtedness, liabilities, and obligations secured by any Lien on any Property owned by such Person even though such Person has not assumed or has not otherwise become liable for the payment of any such indebtedness, liabilities or obligations secured by such Lien;

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  (f) net liabilities of such Person under Hedging Agreements (determined by reference to the Agreement Value thereof) and (g) all Contingent Obligations and Synthetic Indebtedness of such Person; provided, that such term shall not mean or include any Indebtedness in respect of which monies sufficient to pay and discharge the same in full (either on the expressed date of maturity thereof or on such earlier date as such Indebtedness may be duly called for redemption and payment) shall be deposited with a depository, agency or trustee acceptable to the Agent in trust for the payment thereof.

          " Interest Option " shall have the meaning ascribed to it in Section 2.9(a) hereof.

          " Interest Payment Dates " shall mean (a) for Alternate Base Rate Borrowings, (1) at all times while the Notes are outstanding, the last Business Day of each March, June, September and December, and (2) the Maturity Date; and (b) for LIBOR Rate Borrowings, (1) if the LIBOR Interest Period applicable to such LIBOR Rate Borrowing is equal to or less than three (3) months, the end of such LIBOR Interest Period, and (2) in all other cases, on that day which is three (3) calendar months following the first day of the applicable LIBOR Interest Period (or, if such day is not a Business Day, on the next succeeding day that is a Business Day) and at the end of such LIBOR Interest Period.

          " Investment " shall mean the purchase or other acquisition of any securities or Indebtedness of, or the making of any loan, advance, transfer of Property or capital contribution to, or the incurring of any liability, contingently or otherwise, in respect of the Indebtedness of, any Person.

          " Investment Grade " shall mean with respect to the Moody's corporate credit rating system a rating of Baa3 or higher and with respect to the S&P corporate credit rating system a rating of BBB- or higher.

          " Issuer " shall mean any Lender which is an issuer of a Letter of Credit. The initial Issuers will be JPMorgan and Bank of America, N.A; provided that Bank of America, N.A. shall only be an Issuer with respect to any outstanding Letters of Credit described in Schedule 1.1(d) issued by Bank of America, N.A., and as such Letters of Credit issued by Bank of America, N.A. expire and are required to be renewed or replaced, then subject to the applicable terms of this Agreement, such Letters of Credit will be replaced with Letters of Credit issued by JPMorgan.

          " Joinder Agreement " shall mean any agreement, in Proper Form, executed by a Subsidiary of the Company from time to time, pursuant to which such Subsidiary joins in the execution and delivery of a Guaranty and the Contribution Agreement.

          " Joint Lead Arrangers " shall have the meaning ascribed to such term in the recitals hereto.

          " JPMorgan " shall have the meaning ascribed to it in the recital of parties hereto.

          " Legal Requirement " shall mean any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

          " Lenders " shall have the meaning ascribed to it in the recital of parties hereto.

          " Letter of Credit Advances " shall mean all sums which may from time to time be paid by any and all of the Lenders pursuant to the Letters of Credit, or any of them, together with all other sums, fees, reimbursements or other obligations which may be due to any or all of the Lenders pursuant to the Letters of Credit, or any of them.

          " Letter of Credit Exposure Amount " shall mean at any time the sum of (i) the aggregate undrawn amount of all Letters of Credit outstanding at such time plus (ii) the aggregate amount of all Letter of Credit Advances for which the Lenders have not been reimbursed and which remain unpaid at such time.

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•         " Letter of Credit Fee Payment Date " shall mean, with respect to any Letter of Credit, the date of issuance thereof and the last Business Day of each March, June, September and December which occurs after the date of issuance, but prior to the expiry date of said Letter of Credit.

          " Letter of Credit Termination Date " shall mean a date which is three (3) months prior to the Maturity Date.

          " Letters of Credit " shall mean (a) all irrevocable standby letters of credit and all commercial letters of credit issued by any Issuer pursuant to the terms set forth in this Agreement and (b) all outstanding letters of credit issued by JPMorgan or Bank of America, N.A. prior to the date hereof for the account of the Company or any of its Subsidiaries (including the Target) described as "Revolving Credit Facility Letters of Credits" on Schedule 1.1(d).

          " Leverage Ratio " shall mean as of any day that the Leverage Ratio is calculated, the ratio of Funded Indebtedness of the Company and its Subsidiaries on a consolidated basis as of such day to EBITDA of the Company and its Subsidiaries on a consolidated basis for the Rolling Four Quarters as of such day; provided that EBITDA for the three quarters immediately prior to the Effective Date shall be as set forth in Schedule 1.1(b).

          " LIBOR Business Day " shall mean a Business Day on which transactions in United States Dollar deposits between banks may be carried on in the London, England interbank market.

          " LIBOR Interest Period " shall mean, for each LIBOR Rate Borrowing, a period commencing:

  •         (a)   on the date of such LIBOR Rate Borrowing, or

            (b)   on the last day of the immediately preceding LIBOR Interest Period in the case of a rollover to a successive LIBOR Interest Period, and ending on the numerically corresponding day one, two, three or (as available) six months thereafter, as the Company shall elect in accordance herewith; provided, (w) any LIBOR Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day, unless such LIBOR Business Day falls in another calendar month, in which case such LIBOR Interest Period shall end on the next preceding LIBOR Business Day; (x) any LIBOR Interest Period which begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Interest Period) shall end on the last LIBOR Business Day of the appropriate calendar month; (y) no LIBOR Interest Period shall ever extend beyond the Maturity Date; and (z) LIBOR Interest Periods shall be selected by the Company in such a manner that the LIBOR Interest Period with respect to any portion of the Loans which shall become due shall not extend beyond such due date.

          " LIBOR Rate " means, for any LIBOR Interest Period for all LIBOR Rate Borrowings comprising part of the same Borrowing, (a) an interest rate per annum equal to the rate per annum obtained by dividing (i) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBOR 01 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days before the first day of such LIBOR Interest Period for a period equal to such LIBOR Interest Period ( provided that, if for any reason such rate is not available, the term "LIBOR" shall mean, for any LIBOR Interest Period for all LIBOR Rate Borrowings comprising part of the same Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR 01 as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such LIBOR Interest Period for a term comparable to such LIBOR Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBOR 01, the applicable rate shall be the arithmetic mean of all such rates) by (ii) a percentage equal to 100% minus the LIBOR

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• Reserve Percentage for such LIBOR Interest Period plus (b) the Applicable Margin from time to time in effect during such term.

          " LIBOR Rate Borrowing " shall mean each portion of the principal balance of the Loans at any time bearing interest at the LIBOR Rate.

          " Lien " shall mean any mortgage, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract, and shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other title exceptions.

          " Loan Documents " shall mean this Agreement, the Notes, the Guaranties, the Contribution Agreement, the Joinder Agreements, Letters of Credit, the Applications, the Fee Letter, Security Agreement A, Security Agreement B, the Credit Facility Hedging Agreement, all instruments, certificates and agreements now or hereafter executed or delivered to the Agent and/or the Lenders pursuant to any of the foregoing, and all amendments, modifications, renewals, extensions, increases and rearrangements of, and substitutions for, any of the foregoing.

          " Loan Party " means the Company or any Guarantor.

          " Loans " shall mean the advances of funds described in Section 2.1 hereof. Loan shall mean any one of the Loans.

          " Margin Stock " has the meaning specified in Regulation U.

          " Material Adverse Effect " means a material adverse effect on the validity or enforceability of any material provision of the Loan Documents, on the ability of the Company to consummate the Transactions, on the financial condition of the Company (either individually or taken as a whole with its Subsidiaries), or on the property, business, operations or liabilities of the Company (either individually or taken as a whole with its Subsidiaries).

          " Maturity Date " shall mean the earlier of (a) August 28, 2012 and (b) the date specified by the Agent pursuant to Section 7.1 hereof.

          " Merger " shall have the meaning ascribed to it in the Preliminary Statements hereto.

          " Merger Agreement " shall have the meaning ascribed to it in the Preliminary Statements hereto.

          " Moody's " shall mean Moody's Investors Service, Inc.

          " Net Income " shall mean gross revenues and other proper income credits, less all proper income charges, including taxes on income, all determined in accordance with Generally Accepted Accounting Principles; provided, that there shall not be included in such revenues (i) any income representing the excess of equity in any Subsidiary at the date of acquisition over the investment in such Subsidiary, (ii) any equity in the undistributed earnings of any Person which is not a Subsidiary, (iii) any earnings of any Subsidiary for any period prior to the date such Subsidiary was acquired, except as may be permitted under Generally Accepted Accounting Principles in connection with the pooling of interest method of accounting, and (iv) any gains resulting from the write-up of assets. Net Income shall be determined on a consolidated basis.

          " Net Proceeds " shall mean:

  •         (a)   with respect to any sale, lease, transfer or other disposition of any asset of the Company or any of its Subsidiaries (except in the case of Disclosed Divestitures listed in part A of Schedule 1.1(a)), the excess, if any, of (i) the sum of cash and Permitted Investment Securities received in connection with such sale, lease, transfer or other disposition (including any cash or Permitted Investment Securities received by way of deferred payment pursuant to,

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• • or by monetization of, a note receivable or otherwise, but only as and when so received) less (ii) the sum of (A) the principal amount of any Indebtedness (other than Indebtedness under the Loan Documents) that is required to be repaid in connection with such sale, lease, transfer or other disposition thereof, (B) the reasonable and customary out-of-pocket costs, fees, commissions, premiums and expenses incurred by the Company or its Subsidiaries, (C) federal, state, provincial, foreign and local taxes reasonably estimated (on a consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith and (D) a reasonable reserve for any purchase price adjustment or any indemnification payments (fixed and contingent) attributable to the seller's obligations to the purchaser undertaken by the Company or any of its Subsidiaries in connection with such sale, lease, transfer or other disposition; provided , however , that Net Proceeds shall not include any such amounts to the extent such amounts are reinvested or contracted to be so reinvested in capital assets used or useful in the business of the Company and its Subsidiaries within 270 days after the date of receipt thereof or the date such contact is entered into; and

            (b)   with respect to any Extraordinary Receipt that is not otherwise included in clause (a) above, the sum of the cash and Permitted Investment Securities received in connection therewith (including any cash or Permitted Investment Securities received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) less fees, costs, out of pocket expenses and commissions incurred in connection with the receipt thereof; provided , however , that Net Proceeds shall not include any such amounts from Extraordinary Receipts (other than in respect of Customer Penalties) to the extent such amounts are reinvested or contracted to be so reinvested in capital assets used or useful in the business of the Company and its Subsidiaries within 270 days after the date of receipt thereof or the date such contract is entered into.

          " New Lender " shall have the meaning assigned to it in Section 2.16(b).

          " New Lender Agreement " shall have the meaning assigned to it in Section 2.16(b).

          " Non-Consenting Lender " means, in the event that the Required Lenders have agreed to any consent, waiver or amendment pursuant to Section 9.10 that requires the consent of one or more Lenders in addition to the Required Lenders, any Lender who is entitled to agree to such consent, waiver or amendment but who does not so agree.

          " Non-Guarantor Subsidiaries " means (a) Subsidiaries of the Company organized under the laws of a jurisdiction located outside of the United States, (b) prior to consummation of the Merger, the Target and its Subsidiaries, and (c) any one or more Subsidiaries of the Company designated by the Company in writing to the Agent from time to time that do not represent, in the aggregate, (i) five percent (5%) or more of the consolidated EBITDA of the Company and its Subsidiaries or (ii) five percent (5%) or more of the consolidated tangible assets of the Company and its Subsidiaries; provided, that no Subsidiary of the Company shall be a Non-Guarantor Subsidiary to the extent that such Subsidiary guaranties any other Indebtedness of the Company.

          " Notes " shall mean the promissory notes, each substantially in the form of Exhibit A attached hereto, of the Company evidencing the Loans, payable to the order of the respective Lenders in the amount of the sum of said Lender's Unused Commitment and the Current Sum owing to said Lender, and all renewals, extensions, modifications, rearrangements and replacements thereof and substitutions therefor. Note shall mean any one of them.

          " Notice of Assumption " shall mean a Notice of Assumption in favor of the Agent, substantially in the form of Exhibit B attached hereto and otherwise in Proper Form.

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          " Officer's Certificate " shall mean a certificate substantially in the form of Exhibit C attached hereto.

          " Operating Lease Expense " shall mean for any period for which Operating Lease Expense is calculated, the aggregate amount of fixed and contingent rentals (exclusive of payments of Capital Lease Obligations) payable by the Company and its Subsidiaries for such period with respect to leases of Property. Operating Lease Expense shall be determined for the Company and its Subsidiaries on a consolidated basis in accordance with Generally Accepted Accounting Principles, consistently applied.

          " Organizational Documents " shall mean, with respect to a corporation, the certificate of incorporation, articles of incorporation and bylaws of such corporation; with respect to a partnership, the partnership agreement establishing such partnership; with respect to a joint venture, the joint venture agreement establishing such joint venture, and with respect to a trust, the instrument establishing such trust; in each case including any and all modifications thereof as of the date of the Loan Document referring to such Organizational Document and any and all future modifications thereof which are consented to by the Agent.

          " Parties " shall mean all Persons, other than the Agent, any Lender or any Issuer, executing any Loan Document.

          " Past Due Rate " shall mean, on any day, the Alternate Base Rate plus two percent (2%).

          " Permitted Asset Dispositions " shall have the meaning attributed to such terms in Section 6.4(z) hereof.

          " Permitted Investment Securities " shall mean: (1) readily marketable securities issued or fully guaranteed by the United States of America or any agency or wholly owned corporation thereof; (2) commercial paper rated "Prime 1" by Moody's Investors Service, Inc. or A-1 by Standard and Poor's Corporation with maturities of not more than one hundred eighty (180) days and short term notes payable of any Business Entity where said notes are rated at least "Prime 1" by Moody's Investors Service, Inc. or "A-1" by Standard & Poor's Corporation with maturities of not more than ninety (90) days; (3) certificates of deposit or repurchase certificates issued by any Lender or any other financial institution acceptable to the Agent, all of the foregoing not having a maturity of more than one (1) year from the date of issuance thereof; (4) securities issued by municipalities rated AA or better by Standard & Poor's Corporation not having a maturity of more than one (1) year from the date of issuance thereof; and (5) money market mutual funds having capital surplus of at least $1,000,000,000 and deemed acceptable by the Agent, substantially all of the assets of which are comprised of securities, commercial paper, certificates of deposit or repurchase certificates of the type described in subclauses (1) through (4) above.

          " Permitted Stock Dispositions " shall have the meaning attributed to such terms in Section 6.4(z) hereof.

          " Person " shall mean any individual, corporation, trust, unincorporated organization, Governmental Authority or any other form of entity.

          " Plan " shall mean any plan subject to Title IV of ERISA and maintained for employees of the Company or of any member of a "controlled group of corporations", as such term is defined in the Code, of which the Company or any of its Subsidiaries it may acquire from time to time is a part, or any such plan to which the Company or any of its Subsidiaries it may acquire from time to time is required to contribute on behalf of its employees.

          " Prime Rate " shall mean, for any day, the prime rate as determined from time to time by JPMorgan as being its prime rate for that day. Without notice to the Company or any other Person, the Prime Rate shall automatically fluctuate upward and downward as and in the amount

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  by which said Prime Rate fluctuates, with each change to be effective as of the date of each change in said Prime Rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer, and JPMorgan disclaims any statement, representation, or warranty to the contrary. JPMorgan may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate.

          " Proper Form " shall mean in form and substance satisfactory to the Agent and, in the case of any Application, the applicable Issuer.

          " Property " shall mean any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible.

          " Quarterly Unaudited Financial Statements " shall mean, with respect to each fiscal quarter of the Company (except for the last fiscal quarter), the Company's 10-Q Report filed with the Securities Exchange Commission for such fiscal quarter. All of the Quarterly Unaudited Financial Statements of the Company are to be prepared in accordance with Generally Accepted Accounting Principles and certified as true and correct by a Responsible Officer of the Company.

          " Rate Selection Date " shall mean that Business Day which is (a) in the case of Alternate Base Rate Borrowings, the Business Day of such borrowing or (b) in the case of LIBOR Rate Borrowings, the date three (3) Business Days preceding the first day of any proposed LIBOR Interest Period.

          " Rate Selection Notice " shall have the meaning ascribed to it in Section 2.9(b)(i) hereof.

          " Re-Allocation Date " shall have the meaning assigned to it in Section 2.16(e).

          " Register " shall have the meaning assigned to such term in Section 9.11(e).

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

          " Regulatory Change " shall mean, with respect to any Lender, any change on or after the date of this Agreement in any Legal Requirement (including Regulation D) or the adoption or making on or after such date of any interpretation, directive or request applying to a class of banks including such Lender under any Legal Requirement (whether or not having the force of law) by any Governmental Authority charged with the interpretation or administration thereof.

          " Request for Extension of Credit and Certificate of No Default " shall mean a written request for extension of credit substantially in the form of Exhibit D attached hereto.

          " Required Lenders " shall mean two (2) or more Lenders having a majority or greater of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, the aggregate Current Sum for all Lenders.

          " Requirements of Environmental Law " shall mean all requirements imposed by any law (including The Resource Conservation and Recovery Act, The Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act, and any state analogues of any of the foregoing), rule, regulation, or order of any Governmental Authority now or hereafter in effect which relate to (i) noise; (ii) pollution, protection or clean-up of the air, surface water, ground water or land; (iii) solid, gaseous or liquid waste or Hazard Substance generation, recycling, reclamation, release, threatened release, treatment, storage, disposal or transportation; (iv) exposure of Persons or property to Hazardous Substances; (v) the safety or health of employees or other Persons or (vi) the manufacture, presence, processing, distribution in commerce, use, discharge, releases, threatened releases, emissions or storage of Hazardous Substances into the environment. Requirement of Environmental Law shall mean any one of them.

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          " Responsible Officer " shall mean the chief executive officer, chief financial officer, president of a Loan Party and the general counsel of the Company. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

          " Rolling Four Quarters " shall mean the then most recently ended four (4) consecutive fiscal quarters of the Company for which, as of such day, financial statements are required to have been given to the Agent and Lenders pursuant to this Agreement.

          " S&P " shall mean Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

          " Security Agreement A " means a security and pledge agreement substantially in the form of Exhibit G-A hereto.

          " Security Agreement B " means a security and pledge agreement substantially in the form of Exhibit G-B hereto.

          " Solvent " and " Solvency " shall mean, with respect to any Person on a particular date, that on such date (a) the fair value (taken on a going concern basis) of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value (taken on a going concern basis) of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. In determining the Solvency of any Loan Party the contribution rights that such Loan Party will have against the other Loan Parties and the subrogation rights that each Guarantor will have against the Company shall be taken into account.

          " Stock " shall mean as to a Business Entity, all capital stock or other indicia of equity rights issued by such Business Entity from time to time.

          " Subsidiary " of any Person shall mean any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than fifty percent (50%) of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries.

          " Synthetic Indebtedness " shall mean the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person (excluding operating leases) but which upon the insolvency or bankruptcy of such Person, to the extent functioning as debt for borrowed money, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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          " Target " shall have the meaning ascribed to it in the Preliminary Statements hereto.

          " Target Representations " shall mean the representations and warranties made by or on behalf of the Target and its Subsidiaries and contained in the Merger Agreement and the representations and warranties of the Company with respect to the Target and its Subsidiaries set forth in Sections 4.1, 4.3, 4.14, 4.15, 4.18 and 4.19

          " Target Representation Limitations " means that, on the date of the initial Borrowing hereunder until the earlier of the date of consummation of the Merger and the Commitment Termination Date (as defined in the Term Loan Facility), the representations and warranties of the Company set forth in Article IV in respect of the Target and its Subsidiaries shall be limited to the Target Representations.

          " Taxes " shall have the meaning ascribed to it in Section 2.10(b) hereof.

          " Tender Offer " shall have the meaning ascribed to it in the Preliminary Statements hereto.

          " Term Loan Facility " shall mean the senior term loan facility of the Company dated as of the date hereof among the Company, the financial institutions from time to time parties thereto, and Royal Bank of Canada, as administrative agent, as the same may be amended from time to time in accordance with the terms of this Agreement.

          " Transactions " means the consummation of the Merger and the entering into and borrowings under this Agreement.

          " Uncommitted Money Market Borrowings " shall mean any Indebtedness for borrowed funds advanced by any lender to the Company under any "discretionary guidance," "bid line" or other type of uncommitted money market loan facility.

          " Unsecured Borrowed Debt " shall mean all Indebtedness resulting from borrowings of the Company (exclusive of intercompany borrowings) from time to time owing to Persons which is not secured by any Liens (other than borrowings from trade creditors in the ordinary course of business).

          " Unused Commitment " shall mean, as to a particular Lender, the difference of such Lender's Commitment on such day less the Current Sum applicable to such Lender on such day.

        Section 1.2     Accounting Terms and Determinations.     

        Except where specifically otherwise provided:

•         (a)   The symbol "$" and the word "dollars" shall mean lawful money of the United States of America.

          (b)   Any accounting term not otherwise defined shall have the meaning ascribed to it under Generally Accepted Accounting Principles.

          (c)   Unless otherwise expressly provided, any accounting concept and all financial covenants shall be determined on a consolidated basis, and financial measurements shall be computed without duplication.

          (d)   Wherever the term "including" or any of its correlatives appears in the Loan Documents, it shall be read as if it were written "including (by way of example and without limiting the generality of the subject or concept referred to)".

          (e)   Wherever the word "herein" or "hereof" is used in any Loan Document, it is a reference to that entire Loan Document and not just to the subdivision of it in which the word is used.

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          (f)    References in any Loan Document to Section numbers are references to the Sections of such Loan Document.

          (g)   References in any Loan Document to Exhibits, Schedules, Annexes and Appendices are to the Exhibits, Schedules, Annexes and Appendices to such Loan Document, and they shall be deemed incorporated into such Loan Document by reference.

          (h)   Any term defined in the Loan Documents which refers to a particular agreement, instrument or document shall also mean, refer to and include all modifications, amendments, supplements, restatements, renewals, extensions and substitutions of the same; provided that nothing in this subsection shall be construed to authorize any such modification, amendment, supplement, restatement, renewal, extension or substitution except as may be permitted by other provisions of the Loan Documents.

          (i)    All times of day used in the Loan Documents mean local time in New York, New York.

          (j)    Defined terms may be used in the singular or plural, as the context requires.

ARTICLE II—LOANS; ETC.

        Section 2.1     Loans.     

        (a)   Subject to the terms and conditions hereof, each Lender severally agrees to make Loans to the Company from time to time prior to the Maturity Date, in an aggregate principal amount at any one time outstanding (including its liability for the Letter of Credit Exposure Amount at such time) up to but not exceeding such Lender's Commitment on such date. Loans repaid prior to the Maturity Date may be reborrowed pursuant to the terms of this Agreement. Each Loan which is not made to repay a Letter of Credit Advance pursuant to Section 2.4 hereof shall be in an amount of at least (i) $5,000,000 or (ii) the Unused Commitment of the Lenders, whichever is less. Each repayment of the Loans shall be in an amount of at least $5,000,000 or, if less, the Current Sum.

        (b)   The Company shall give the Agent notice of a request for a Loan in accordance with Section 3.1 hereof. Upon receipt of each such notice, the Agent shall promptly give each of the Lenders notice of receipt thereof, which notice may be by telephone or facsimile. Not later than 1:30 P.M. (New York Time) on the date specified for the making of such Loan, each Lender shall make available to the Agent, at the Agent's Account, such Lender's Commitment Percentage of such Loan in immediately available funds for the account of the Company. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Company by depositing same, in immediately available funds, in an account designated by the Company maintained with the Agent or with another financial institution reasonably acceptable to the Agent. If a requested Loan shall not occur on any date specified by the Company as set forth in the applicable Request for Extension of Credit and Certificate of No Default because all of the conditions for such Loan set forth herein or in any of the other Loan Documents shall have not been met, the Agent shall return the amounts so received from the Lenders in respect of such requested Loan to the applicable Lenders as soon as practicable; provided, however, if and to the extent that the Agent fails to return any such amounts to any applicable Lender by the Business Day following the date that the requested Loan was to have been made, the Agent shall pay interest on such unreturned amounts for each date from such date that the requested Loan was to have been made, to the date that such unreturned amounts are returned to such Lender, such interest to accrue at the Federal Funds Rate and to be payable upon written request from such Lender.

        (c)   Unless the Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Agent such Lender's ratable portions of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.1 and the Agent may, in

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reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Company severally agree to repay or pay to the Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Agent, at (i) in the case of the Company, the interest rate applicable at such time under Section 2.9 to Loans comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Agent such corresponding amount, such amount so paid shall constitute such Lender's Loan as part of such Borrowing for all purposes.

        (d)   The obligations of the Lenders hereunder are several and not joint; therefore, notwithstanding anything herein to the contrary, (i) no Lender shall be required to make Loans at any one time outstanding in excess of such Lender's Commitment, (ii) if a Lender fails to make a Loan as and when required hereunder and the Company subsequently makes a repayment on the Loans, such repayment shall be split among the non-defaulting Lenders in accordance with their respective Current Sum Percentages until each Lender has its Commitment Percentage of all of the outstanding Loans, then the balance of such repayment shall be divided among all of the Lenders in accordance with their respective Commitment Percentages (it being understood that any such repayment to a defaulting Lender shall not be deemed to relieve such defaulting Lender from any liability to the Company resulting from such defaulting Lender's failure to make a Loan as and when required hereunder) and (iii) the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (provided, that no Lender shall be responsible for the failure of any other Lender to make a Loan such other Lender is obligated to make hereunder).

        (e)   Notwithstanding anything to the contrary contained in this Section 2.1 or any other provision of this Agreement, the Company covenants and agrees that in no event shall the aggregate amount of the Loans and the Letter of Credit Exposure Amount outstanding on any day ever exceed the amount of the Aggregate Commitment then in effect as of such day less the aggregate amount of Uncommitted Money Market Borrowings then outstanding as of such day.

        Section 2.2     Commitment Fees; Termination and Reductions.     In consideration of each Lender's Unused Commitment, the Company agrees to pay to the Agent for the account of each Lender a commitment fee (each a " Commitment Fee ") (computed on the basis of the actual number of days elapsed in a year composed of 360 days) in an amount equal to the product of (A) the Applicable Commitment Fee Percentage in effect for the period for which the Commitment Fee is being computed times (B) such Lender's Unused Commitment. The Commitment Fee shall be due and payable in arrears on the last Business Day of each March, June, September and December prior to the Maturity Date and on the Maturity Date, with each Commitment Fee to commence as of the date hereof and to be effective as to any reduction in the Commitment or change in the Applicable Commitment Fee Percentage as of the date of any such decrease or change, and each Commitment Fee shall cease to accrue (except with respect to past due interest on any unpaid portion thereof) on the Maturity Date. All past due Commitment Fees shall bear interest at the Past Due Rate and shall be payable upon demand by the Agent. The Aggregate Commitment may be permanently terminated or reduced as follows, which such reductions shall be applied pro rata:

•         (a)   the Company may, upon three (3) Business Days' prior written notice to the Agent, permanently terminate or reduce the Aggregate Commitment in an amount of at least $10,000,000 or the amount of the Aggregate Commitment at such time, whichever is less; and

          (b)   any prepayment of the Loans and Letter of Credit Advances in accordance with the provisions of Section 2.3 hereof shall permanently and automatically reduce the Aggregate Commitment in an amount equal to any such prepayment.

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        Section 2.3     Mandatory Prepayments; Commitment Reduction.     

        (a)   If the Current Sum applicable to a Lender at any time exceeds such Lender's Commitment, the Agent shall notify the Company in writing of the deficiency by overnight priority delivery service provided by a nationally recognized delivery service or, if the officer of the Agent providing such notice to the Company is located in Austin, Texas, by hand delivery confirmed by written receipt. Within three Business Days after the actual receipt of such notice, the Company shall make a prepayment on such Lender's Note or otherwise reimburse the Agent for Letter of Credit Advances or cause the one or more Letters of Credit to be canceled and surrendered in an amount sufficient to reduce such Current Sum to an amount no greater than such Commitment.

        (b)   The Company shall, not later than five Business Days following the date of receipt of any Net Proceeds by any Loan Party or any of its Subsidiaries, by notice to the Agent, prepay the Indebtedness outstanding under the Term Loan Facility and the Loans in an amount equal to the amount of such Net Proceeds, to be applied in the following order: (i)  first , to be applied against the Indebtedness outstanding under the Term Loan Facility; and (ii) second, the balance of such Net Proceeds, if any, shall be applied against the aggregate principal amount of the Loans, such prepayment to be applied to the Loans on a pro rata basis; provided that this subsection shall not apply to the first $10,000,000 of Net Proceeds received by the Company and its Subsidiaries in any fiscal year of the Company.

        (c)   The Company shall, on the date that is 90 days following the Effective Date, prepay an aggregate principal amount of the Indebtedness outstanding under the Term Loan Facility in an amount equal to the excess above $10,000,000 of the aggregate principal amount of the Target's Convertible Senior Debentures outstanding on such date.

        Section 2.4     Payments.     All sums payable by the Company to the Agent hereunder or pursuant to Notes for its own account or the account of the Lenders shall be payable in United States dollars in immediately available funds not later than 12:00 noon on the date such payment or prepayment is due and shall be made without set-off, counterclaim or deduction of any kind. Any such payment received and accepted by the Agent or any Issuer after such time shall be considered for all purposes (including the payment of interest, to the extent permitted by law) as having been made on the next succeeding Business Day. All such payments shall be made to the Agent at the Agent's Account. If any payment or prepayment becomes due and payable on a day which is not a Business Day, then the date for the payment thereof shall be extended to the next succeeding Business Day and interest shall be payable thereon at the then applicable rate per annum during such extension.

        Section 2.5     Prepayments of Loans.     

        (a)   In addition to the mandatory prepayments required by Section 2.3 hereof, the Company shall have the right, at its option, to prepay the Loans in whole at any time or in part from time to time, without premium or penalty, except as provided in this Section or subsections (a), (b) or (c) of Section 2.10 hereof. Each partial prepayment under this subsection shall be a principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof. Each prepayment under this subsection shall be applied to the prepayment of the aggregate unpaid principal amount of the Notes. Prepayments under this Agreement shall be subject to the following additional conditions:

•             i.  In giving notice of prepayment as hereinafter provided, the Company shall specify, for the purpose of paragraphs (ii) and (iii) immediately following, the manner of application of such prepayment as between any outstanding Alternate Base Rate Borrowings and LIBOR Rate Borrowings; provided, that in no event shall any LIBOR Rate Borrowing be partially prepaid.

             ii.  Prepayments applied to any LIBOR Rate Borrowing may be made on any LIBOR Business Day, provided, that (A) the Company shall have given the Agent at least two (2) LIBOR Business Days' prior irrevocable written or facsimile notice of such prepayment, specifying the principal amount of the LIBOR Rate Borrowing to be prepaid, the particular LIBOR Rate

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  Borrowing to which such prepayment is to be applied and the prepayment date; and (ii) if such prepayment is made on any day other than the last day of the LIBOR Interest Period corresponding to the LIBOR Rate Borrowing to be prepaid, the Company shall pay directly to the Agent for the account of the Lenders, on the last day of such LIBOR Interest Period, the Consequential Loss as a result of such prepayment.

            iii.  Prepayments applied to any Alternate Base Rate Borrowing may be made on any Business Day, provided that the Company shall have given the Agent at least five (5) Business Days prior irrevocable written notice or notice by telephone or facsimile (which is to be promptly confirmed in writing) of such prepayment, specifying the principal amount of the Alternate Base Rate Borrowing to be prepaid and the prepayment date.

        (b)   Notice of any prepayment having been given, the principal amount specified in such notice, together with (in the case of any prepayment of a LIBOR Rate Borrowing) interest thereon to the date of prepayment, shall be due and payable on such prepayment date.

        (c)   Any Lender may, if it so elects, fulfill its obligation as to any LIBOR Rate Borrowing by causing a branch, foreign or otherwise, or Affiliate of such Lender to make such Loans and may transfer and carry such Loans at, to or for the account of any branch office or Affiliate of such Lender; provided, that in such event for the purposes of this Agreement such Loans shall be deemed to have been made by such Lender and the obligation of the Company to repay such Loans shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such portions of the Loan, for the account of such branch or affiliate.

        (d)   Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of the Loans hereunder in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained its portion of each LIBOR Rate Borrowing during each LIBOR Interest Period for the Loans through the purchase of deposits having a maturity corresponding to such LIBOR Interest Period and bearing an interest rate equal to the London Interbank Rate for such LIBOR Interest Period.

        (e)   The Company's obligation to pay increased costs and Consequential Loss with regard to each LIBOR Rate Borrowing as specified in this Section 2.5 hereof shall survive termination of this Agreement.

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        Section 2.6     Application of Payments and Prepayments.     Prepayments of the Loans shall be applied first to the principal amount thereof, with the balance to accrued interest. Regularly scheduled payments of the Loans shall be applied first to accrued interest, the balance to the principal. If the Agent receives funds on a date when payments of the Loans are due and such funds are not sufficient to pay all of the obligations of the Company hereunder then due, or if the Agent receives any payments or other amounts owing to Agent or any Lender under any Loan Document, including without limitation, proceeds obtained from the enforcement of the Guaranties, then such funds shall be applied (a) first, to fees or expenses of the Agent then due hereunder or any other Loan Document which are to be paid by the Company or the applicable Guarantor, (b) second, to fees or expenses of the Lenders then due hereunder or any other Loan Document (other than fees or expenses owing under Credit Facility Hedging Agreements) which are to be paid by the Company or the applicable Guarantor, including without limitation, Commitment Fees to the extent then due, (c) third, to the accrued interest on and, to the extent then due, principal of the Loans and any Letter of Credit Advances then outstanding, and (d) fourth, to amounts owing under Credit Facility Hedge Agreements. Each payment received by the Agent hereunder or under any Note for the account of a Lender shall be paid promptly to such Lender, in immediately available funds. If the Agent fails to send to any Lender the product of such Lender's Current Sum Percentage times the aggregate amount of any such payment timely received by the Agent for the account of all the Lenders by the close of business on the Business Day following the date such payment was received by the Agent, the Agent shall pay to such Lender interest on such Lender's pro-rata portion of such payment timely received by the Agent from such date of receipt by the Agent to the date that such Lender receives its pro-rata portion of such payment, such interest to accrue at the Federal Funds Rate and to be payable upon written request from such Lender.

        Section 2.7     Pro Rata Treatment.     Except to the extent otherwise provided herein: (a) each borrowing from the Lenders under Section 2.1 hereof shall be made, each payment of commitment fees shall be made and applied for the account of the Lenders, and each termination or reduction of the Unused Commitments of the Lenders under Section 2.2 hereof shall be applied, pro rata, according to each Lender's Commitment Percentage; (b) each payment by the Company of principal of or interest on Loans shall be made to the Agent for the account of the Lenders pro rata in accordance with the respective Current Sum Percentage of the Lenders; (c) each Letter of Credit will be issued for the account of the Lenders severally and ratably among the Lenders in accordance with their respective Commitment Percentages, and (d) the Lenders (other than the applicable Issuer) shall purchase from any Issuer participations in the Letters of Credit issued by such Issuer, to the extent of their respective Commitment Percentages.

        Section 2.8     Payment Dates on the Loans.     Accrued interest on the unpaid balance of the Loans shall be payable on the Interest Payment Dates and at the Maturity Date, commencing with the first of such dates to occur after the date hereof. After the Maturity Date, accrued interest on the Loans shall be payable on demand. On the Maturity Date, the outstanding principal balance of the Loans shall be fully due and payable.

        Section 2.9     Interest Options for Loans.     

        (a)     Options Available.     The Loans shall bear interest at the Alternate Base Rate; provided, that (1) all past due principal and interest shall bear interest at the Past Due Rate which shall be payable on demand, and (2) subject to the provisions hereof, the Company shall have the option of having all or any portion of the outstanding principal amount of the Loans bear interest until their respective maturities at a rate per annum equal to the LIBOR Rate (together with the Alternate Base Rate, individually herein called an " Interest Option " and collectively called " Interest Options "). The records of the Agent with respect to Interest Options, LIBOR Interest Periods and the amounts of Loans to which they are applicable shall be binding and conclusive, absent manifest error. Interest on the Loans

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shall be calculated at the Alternate Base Rate except where it is expressly provided pursuant to this Agreement that the LIBOR Rate is to apply.

        (b)     Designation and Conversion.     The Company shall have the right to designate or convert its Interest Options in accordance with the provisions hereof. Provided no Event of Default has occurred and is continuing and subject to the provisions of the last sentence of Subsection 2.09(a) hereinabove and of Section 2.10 hereof, the Company may elect to have the LIBOR Rate apply or continue to apply to all or any portion of the outstanding principal balance of the Loans. Each change in Interest Options shall be a conversion of the rate of interest applicable to the specified portion of the Loans, but such conversion alone shall not change the outstanding principal amount of the Loans. The Interest Options shall be designated or converted in the manner provided below:

•             i.  The Company shall give the Agent notice by telephone or facsimile promptly confirmed by written notice (the " Rate Selection Notice ") substantially in the form of Exhibit E hereto. Each such telephone or facsimile and written notice shall specify the amount and type of borrowings which are the subject of the designation, if any; the amount and type of borrowings into which such borrowings are to be converted or for which an Interest Option is designated; the proposed date for the designation or conversion (which, in the case of conversion of LIBOR Rate Borrowings, shall be the last day of the LIBOR Interest Period applicable thereto) and the LIBOR Interest Period or Periods, if any, selected by the Company. Such notice by telephone or facsimile shall be irrevocable and shall be given to the Agent no later than the applicable Rate Selection Date. If (a) a new Loan is to be a LIBOR Rate Borrowing, (b) an existing LIBOR Rate Borrowing is maturing at the time that a new Loan is being requested and the Company is electing to have such existing portion of the outstanding principal balance of the Loans going forward bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, or (c) a portion of an Alternate Base Rate Borrowing is to be converted so as to bear interest at the same Interest Option and for the same LIBOR Interest Period as the new Loan, then the Rate Selection Notice shall be included in the Request for Extension of Credit and Certificate of No Default applicable to the new Loan, which shall be given to the Agent no later than the applicable Rate Selection Date.

             ii.  No more than five (5) LIBOR Interest Periods shall be in effect at any one time. Each LIBOR Rate Borrowing shall be in the amount of at least $5,000,000.

            iii.  Principal included in any borrowing shall not be included in any other borrowing which exists at the same time.

            iv.  Each designation or conversion shall occur on a Business Day (and, for LIBOR Rate Borrowings, on a LIBOR Business Day).

             v.  Except as provided in Section 2.10 hereof, no LIBOR Rate Borrowing shall be converted on any day other than the last day of the applicable LIBOR Interest Period.

        (c)     Computations.     Interest based on the Alternate Base Rate, to the extent determined by reference to the Prime Rate, will be computed on the basis of 365 (or 366) days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable. All other interest and fees shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day) occurring in the period for which payable.

        Section 2.10     Special Provisions Applicable to LIBOR Rate Borrowings.     

        (a)     Options Unlawful.     If, after the date of this Agreement, the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender with any request or directive (whether or not having the force of law) of any Governmental Authority shall

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at any time make it unlawful or impossible for any Lender to permit the establishment of or to maintain any LIBOR Rate Borrowing, the commitment of the Lenders to establish or maintain the LIBOR Rate affected by such adoption or change shall forthwith be canceled and the Company shall forthwith, upon demand by the Agent to the Company, (1) convert the LIBOR Rate with respect to which such demand was made to the Alternate Base Rate; (2) pay all accrued and unpaid interest to date on the amount so converted; and (3) pay any amounts required to compensate the Agent and the Lenders for any additional cost or expense which the Agent or any Lender may incur as a result of such adoption of or change in such Legal Requirement or in the interpretation or administration thereof and any Consequential Loss which the Agent or any Lender may incur as a result of such conversion to the Alternate Base Rate. If, when the Agent so notifies the Company, the Company has given a Rate Selection Notice specifying one or more borrowings of the type with respect to which such demand was made but the selected LIBOR Interest Period or LIBOR Interest Periods has not yet begun, such Rate Selection Notice shall be deemed to be of no force and effect, as if never made, and the balance of the Loans specified in such Rate Selection Notice shall bear interest at the Alternate Base Rate until a different available Interest Option shall be designated in accordance herewith.

        (b)     Increased Cost of Borrowings.     If the adoption of any applicable Legal Requirement or any change in any applicable Legal Requirement or in the interpretation or administration thereof by any Governmental Authority or compliance by the Agent or any Lender with any request or directive (whether or not having the force of law) from any Governmental Authority shall at any time as a result of any portion of the principal balance of the Loans being maintained on the basis of the LIBOR Rate:

•             i.  subject any Lender (or make it apparent that any Lender is subject) to any tax (including any United States interest equalization tax), levy, impost, duty, charge, fee (collectively, " Taxes "), or any deduction or withholding for any Taxes on or from the payment due under any LIBOR Rate Borrowing or other amounts due hereunder, other than income and franchise taxes of the United States and its political subdivisions; or

             ii.  change the basis of taxation of payments due from the Company to the Agent or any Lender under any LIBOR Rate Borrowing (otherwise than by a change in the rate of taxation of the overall net income of the Agent or any Lender); or

            iii.  impose, modify, increase or deem applicable any reserve requirement (excluding that portion of any reserve requirement included in the calculation of the Eurocurrency Reserve Requirement, special deposit requirement or similar requirement (including state law requirements and Regulation D) imposed, modified, increased or deemed applicable by any Governmental Authority against assets held by the Agent or any Lender, or against deposits or accounts in or for the account of the Agent or any Lender, or against loans made by the Agent or any Lender, or against any other funds, obligations or other Property owned or held by the Agent or any Lender; or

            iv.  impose on the Agent or any Lender any other condition regarding any LIBOR Rate Borrowing;

and the result of any of the foregoing is to increase the cost to any Lender of agreeing to make or of making, renewing or maintaining such borrowing on the basis of the LIBOR Rate, or reduce the amount of principal or interest received by any Lender, then, upon demand by the Agent, the Company shall pay to the Agent, from time to time as specified by the Agent, additional amounts which shall compensate such Lender for such increased cost or reduced amount. The Agent will promptly notify the Company in writing of any event, upon becoming actually aware of it, which will entitle any Lender to additional amounts pursuant to this paragraph. The Agent's determination of the amount of any such increased cost, increased reserve requirement or reduced amount shall be conclusive and binding, absent manifest error, provided that the calculation thereof is set forth in reasonable detail in such notice.

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The Company shall have the right, if it receives from the Agent any notice referred to in the preceding paragraph, upon three (3) Business Days' notice to the Agent, either (i) to repay in full (but not in part) any borrowing with respect to which such notice was given, together with any accrued interest thereon, or (ii) to convert the LIBOR Rate in effect with respect to such borrowing to the Alternate Base Rate; provided, that any such repayment or conversion shall be accompanied by payment of (x) the amount required to compensate the appropriate Lender or Lenders for the increased cost or reduced amount referred to in the preceding paragraph; (y) all accrued and unpaid interest to date on the amount so repaid or converted, and (z) any Consequential Loss which may be incurred as a result of such repayment or conversion.

        (c)     Inadequacy of Pricing and Rate Determination.     If for any reason with respect to any LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lender) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate period, or by reason of circumstances affecting the interbank market in London, England, generally, prime banks are not being offered deposits in United States dollars in the interbank market in London, England, for the applicable LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender of making and maintaining any LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company notice thereof and thereupon, (A) any Rate Selection Notice previously given by the Company designating a LIBOR Rate which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Rate Borrowing then in effect shall be converted, without any notice to or from the Company, upon the termination of the LIBOR Interest Period then in effect, to an Alternate Base Rate Borrowing.

        (d)     Indemnification.     The Company shall indemnify the Agent and each of the Lenders against and hold each of them harmless from any loss or expense which they may incur or sustain as a consequence of any untimely payment (mandatory or optional) or defa