FIVE-YEAR REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

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$400,000,000

FIVE-YEAR REVOLVING CREDIT AGREEMENT

Dated as of April 14, 2005

among

THE READER'S DIGEST ASSOCIATION, INC.

as Borrower and Guarantor

BOOKS ARE FUN, LTD.,

QSP, INC.

and

REIMAN MEDIA GROUP, INC.

as Borrowing Subsidiaries and Subsidiary Guarantors

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

and Collateral Agent

THE ROYAL BANK OF SCOTLAND PLC,

as Syndication Agent

and

COMMERZBANK AG, NEW YORK BRANCH,

HSBC BANK USA, NATIONAL ASSOCIATION

and

WACHOVIA BANK, NATIONAL ASSOCIATION

as Co-Documentation Agents

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J.P. MORGAN SECURITIES, INC. RBS SECURITIES CORPORATION

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

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TABLE OF CONTENTS

Page

ARTICLE I

Definitions

SECTION 1.01. Definitions....................................................1

SECTION 1.02. Classification of Loans and Borrowings........................20

SECTION 1.03. Terms Generally...............................................20

SECTION 1.04. Accounting Terms and Determinations...........................20

ARTICLE II

The Loans

SECTION 2.01. Commitments...................................................21

SECTION 2.02. Loans.........................................................21

SECTION 2.03. Requests for Borrowings.......................................22

SECTION 2.04. Funding of Borrowings.........................................22

SECTION 2.05. Repayment of Loans; Evidence of Debt..........................23

SECTION 2.06. Interest Elections............................................23

SECTION 2.07. Fees..........................................................25

SECTION 2.08. Interest on Loans.............................................25

SECTION 2.09. Default Interest..............................................26

SECTION 2.10. Alternate Rate of Interest....................................26

SECTION 2.11. Termination and Reduction of Commitments......................26

SECTION 2.12. Mandatory Offer to Reduce Commitments.........................27

SECTION 2.13. Increase in Commitments.......................................28

SECTION 2.14. Prepayment....................................................29

SECTION 2.15. Reserve Requirements; Change in Circumstances.................30

SECTION 2.16. Change in Legality............................................31

SECTION 2.17. Indemnity.....................................................32

SECTION 2.18. Pro Rata Treatment............................................33

SECTION 2.19. Sharing of Setoffs............................................33

SECTION 2.20. Payments......................................................33

SECTION 2.21. Taxes.........................................................34

SECTION 2.22. Duty to Mitigate; Assignment of Rights Under Certain

Circumstances...............................................35

ARTICLE III

Conditions

SECTION 3.01. Effectiveness.................................................36

SECTION 3.02. Borrowings....................................................38

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ARTICLE IV

Representations and Warranties

SECTION 4.01. Organization; Powers..........................................38

SECTION 4.02. Authorization; Enforceability.................................38

SECTION 4.03. Governmental Approvals; No Conflicts..........................39

SECTION 4.04. Financial Condition; No Material Adverse Change...............39

SECTION 4.05. Properties....................................................39

SECTION 4.06. Litigation and Environmental Matters..........................40

SECTION 4.07. Compliance with Laws and Agreements...........................40

SECTION 4.08. Not an Investment Company or Holding Company..................40

SECTION 4.09. Taxes.........................................................40

SECTION 4.10. ERISA.........................................................40

SECTION 4.11. Disclosure....................................................40

SECTION 4.12. Federal Reserve Regulations...................................41

SECTION 4.13. Subsidiaries..................................................41

SECTION 4.14. Security Documents............................................41

ARTICLE V

Affirmative Covenants

SECTION 5.01. Financial Statements and Other Information....................42

SECTION 5.02. Notices of Material Events....................................43

SECTION 5.03. Existence; Conduct of Business................................43

SECTION 5.04. Payment of Obligations........................................44

SECTION 5.05. Maintenance of Properties; Insurance..........................44

SECTION 5.06. Books and Records; Inspection Rights..........................44

SECTION 5.07. Compliance with Laws..........................................44

SECTION 5.08. Use of Proceeds...............................................44

SECTION 5.09. Information Regarding Collateral..............................45

SECTION 5.10. Further Assurances............................................45

SECTION 5.11. Compliance with Federal Reserve Regulations...................45

ARTICLE VI

Negative Covenants

SECTION 6.01. Debt and Preferred Stock of Subsidiaries......................45

SECTION 6.02. Liens.........................................................46

SECTION 6.03. Sale and Leaseback Transactions...............................48

SECTION 6.04. Fundamental Changes...........................................48

SECTION 6.05. Transactions with Affiliates..................................49

SECTION 6.06. Restrictive Agreements........................................50

SECTION 6.07. Swap Agreements...............................................50

SECTION 6.08. Consolidated Interest Coverage Ratio..........................50

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SECTION 6.09. Consolidated Leverage Ratio...................................50

ARTICLE VII

Events Of Default

ARTICLE VIII

The Agents

ARTICLE IX

Joint And Several Liability Of Borrowers; Guarantee; Subsidiary Guarantees

SECTION 9.01. Joint and Several Liability of Borrowers......................55

SECTION 9.02. Guarantee.....................................................55

SECTION 9.03. Subsidiary Guarantees.........................................56

ARTICLE X

Miscellaneous

SECTION 10.01. Notices.......................................................58

SECTION 10.02. Waivers; Amendments...........................................59

SECTION 10.03. Expenses; Indemnity; Damage Waiver............................60

SECTION 10.04. Successors and Assigns........................................61

SECTION 10.05. Survival......................................................65

SECTION 10.06. Counterparts; Integration; Effectiveness......................65

SECTION 10.07. Severability..................................................66

SECTION 10.08. Right of Setoff...............................................66

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process....66

SECTION 10.10. WAIVER OF JURY TRIAL..........................................67

SECTION 10.11. Headings......................................................67

SECTION 10.12. Confidentiality...............................................67

SECTION 10.13. Conversion of Currencies......................................68

SECTION 10.14. Release of Loan Parties and Collateral........................69

SECTION 10.15. Security Documents............................................70

SECTION 10.16. Power of Attorney.............................................70

SECTION 10.17. Appointment...................................................71

SECTION 10.18. U.S.A. Patriot Act............................................71

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FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April

14, 2005 (this "Agreement"), among THE READER'S DIGEST

ASSOCIATION, INC., as a Borrower and as the Guarantor (each

as defined herein), BOOKS ARE FUN, LTD., QSP, INC., and

REIMAN MEDIA GROUP, INC., as Borrowing Subsidiaries (as

defined herein) and Subsidiary Guarantors (as defined

herein), the LENDERS (as defined herein) and JPMORGAN CHASE

BANK, N.A., as administrative agent and as collateral agent.

The Borrowers (such term and each other capitalized term used but not

otherwise defined herein having the meaning assigned to it in Article I) have

requested that the Lenders extend commitments under which they may obtain Loans

in an aggregate principal amount at any time outstanding not in excess of

$400,000,000 (as such amount may be reduced pursuant to Section 2.11 or Section

2.12 or increased pursuant to Section 2.13), and the Lenders are prepared to

extend such commitments on the terms and subject to the conditions set forth

herein.

Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. DEFINITIONS. The following terms, as used herein, have

the following meanings:

"ABR BORROWING" means a Borrowing comprised of ABR Loans.

"ABR LOAN" means any Loan bearing interest at a rate determined by

reference to the Alternate Base Rate in accordance with the provisions of

Article II.

"ADJUSTED LIBO RATE" means, with respect to any Eurodollar Borrowing

for any Interest Period, an interest rate per annum (rounded upwards, if

necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest

Period multiplied by (b) the Statutory Reserve Rate.

"ADMINISTRATIVE AGENT" means JPMCB in its capacity as administrative

agent for the Lenders hereunder, and its successors in such capacity.

"ADMINISTRATIVE FEES" shall have the meaning assigned to such term in

Section 2.07.

"ADMINISTRATIVE QUESTIONNAIRE" means an administrative questionnaire

in the form of Exhibit A hereto.

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"AFFILIATE" means, with respect to a specified Person, another Person

that directly, or indirectly through one or more intermediaries, Controls or is

Controlled by or is under common Control with the Person specified.

"AGENTS" means the Administrative Agent and the Collateral Agent.

"AGREEMENT CURRENCY" has the meaning set forth in Section 10.13(b).

"ALTERNATE BASE RATE" means, for any day, a rate per annum (rounded

upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the

Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in

effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to

a change in the Prime Rate or the Federal Funds Effective Rate shall be

effective from and including the effective date of such change in the Prime Rate

or the Federal Funds Effective Rate, respectively.

"APPLICABLE CREDITOR" has the meaning set forth in Section 10.13(b).

"APPLICABLE PERCENTAGE" shall mean, with respect to any Lender, the

percentage of the total Commitments represented by such Lender's Commitment.

"APPLICABLE RATE" means on any date, with respect to any Loan or with

respect to the Commitment Fees payable hereunder, the applicable rate per annum

set forth below under the caption "Eurodollar Spread" (in the case of a

Eurodollar Loan), "ABR Spread" (in the case of an ABR Loan) or "Commitment Fees"

(in the case of Commitment Fees), as the case may be, based upon the

Consolidated Leverage Ratio as of the most recent determination date:

Pricing Table

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CONSOLIDATED EURODOLLAR ABR SPREAD COMMITMENT

LEVERAGE RATIO SPREAD FEES

-------------------------------------------------------------

LEVEL 1 1.50% 0.50% 0.375%

>

-3.0

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LEVEL 2 1.25% 0.25% 0.250%

>

-2.5 and <3.0

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LEVEL 3 1.00% 0.00% 0.200%

>

-2.0 and <2.5

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LEVEL 4 0.75% 0.00% 0.175%

>

-1.5 and <2.0

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LEVEL 5 0.50% 0.00% 0.150%

<

-1.5

-------------------------------------------------------------

The Consolidated Leverage Ratio used on any date to determine the Applicable

Rate shall be that in effect at the end of the most recent fiscal quarter for

which financial statements have been delivered pursuant to Section 5.01(a) or

(b) (or, prior to the delivery of the first financial statements delivered

pursuant to Section 5.01(a) or (b), the financial statements referred to in

Section 4.04(a)(ii)); PROVIDED, that if any financial statements required to

have been delivered under Section 5.01(a) or (b) shall not at any time have been

delivered, the Applicable Rate shall, until such financial statements shall have

been delivered, be determined by reference to Level 1 in the above table.

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"APPROVED FUND" has the meaning set forth in Section 10.04.

"ARRANGERS" means J.P. Morgan Securities Inc. and RBS Securities

Corporation.

"ASSET SALE" means:

(a) any sale, transfer or other disposition (including pursuant to a

sale and leaseback transaction) of any property or asset of the Company or

any Subsidiary to any Person other than the Company or a directly or

indirectly wholly owned Subsidiary, other than sales of inventory or used

or surplus equipment in the ordinary course of business and any sale or

discounting, in each case without recourse, of accounts receivable in the

ordinary course of business in connection with the compromise or

collection thereof; or

(b) any casualty or other insured damage to, or any taking under

power of eminent domain or by condemnation or similar proceeding of, any

property or asset of the Company or any Subsidiary; or

(c) the issuance and sale by any Subsidiary of any Equity Interests

to any Person other than the Company or a directly or indirectly wholly

owned Subsidiary.

"ASSIGNEE" means a Person to whom any Lender has assigned all or a

portion of its rights and obligations under this Agreement (including if the

Commitments remain in effect, all or a portion of its Commitments and the Loans

at the time owing to it) pursuant to Section 10.04.

"ASSIGNMENT AND ASSUMPTION" means an agreement substantially in the

form of Exhibit B hereto.

"AVAILABILITY PERIOD" means the period from and including the

Effective Date and to but excluding the earlier of the Maturity Date and the

date of the termination of the Commitments.

"BOARD" means the Board of Governors of the Federal Reserve System of

the United States.

"BORROWER" means the Company or any Borrowing Subsidiary.

"BORROWING" means Loans of the same Type and, in the case of

Eurodollar Loans, as to which a single Interest Period is in effect.

"BORROWING REQUEST" means a request for a Borrowing in accordance

with Section 2.03.

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"BORROWING SUBSIDIARY" means any Subsidiary named as such in the

heading of this Agreement.

"BUSINESS DAY" means any day (other than a Saturday, Sunday or legal

holiday in the State of New York) on which banks are open for business in New

York City; PROVIDED, HOWEVER, that when used in connection with a Eurodollar

Loan, the term "BUSINESS DAY" shall also exclude any day on which banks are not

open for dealings in dollar deposits in the London interbank market.

"CANADIAN SUBSIDIARY" means The Reader's Digest Association

(Canada) Ltd.

"CAPITAL LEASE OBLIGATIONS" of any Person means the obligations of

such Person to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a

combination thereof, which obligations are required to be classified and

accounted for as capital leases on a balance sheet of such Person under GAAP,

and the amount of such obligations shall be the capitalized amount thereof

determined in accordance with GAAP.

A "CHANGE IN CONTROL" shall be deemed to have occurred if (a) any

person or group shall have "beneficial ownership" (as defined in Rule 13d-3

under the Securities Exchange Act of 1934, as in effect as of the date hereof)

of Equity Interests representing 35% or more of the voting power represented by

the issued and outstanding Equity Interests of the Company; or (b) during any

period of 12 consecutive calendar months, (i) the directors (the "preceding

directors") constituting the Company's board of directors at the beginning of

such period and (ii) any new directors whose election by the Company's directors

or whose nomination for election by the Company's stockholders was, in each

case, approved by a majority of the Company's directors then in office who were

either preceding directors or whose election or nomination for election was

previously so approved, when all such directors are taken together, shall cease

for any reason to constitute a majority of the Company's board of directors. As

used in this definition, "group" shall have the meaning given to such term in

Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date

hereof. In the event the Company shall merge into another Person in a

transaction permitted by Section 6.04, the term "Company" shall, for purposes of

determining the "preceding directors", have the meaning assigned to it hereunder

as of the beginning of any relevant 12 month period.

"CHANGE IN LAW" means (a) the adoption of any law, rule or regulation

after the date of this Agreement, (b) any change in any law, rule or regulation

or in the interpretation or application thereof after the date of this Agreement

or (c) compliance by any Lender with any request, guideline or directive

(whether or not having the force of law) of any Governmental Authority made or

issued after the date of this Agreement.

"CHARGE OVER SHARES" means the Charge over Shares in The Reader's

Digest Association Limited dated the date hereof between The Reader's Digest

Association, Inc. and JPMorgan Chase Bank, N.A.

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"CLO" has the meaning set forth in Section 10.04.

"CODE" means the Internal Revenue Code of 1986, as amended from time

to time.

"COLLATERAL" means "Collateral" as defined in the Pledge Agreement

and any other property or assets in which Liens are created to secure the

Obligations under any other Security Document.

"COLLATERAL AGENT" means JPMCB, in its capacity as collateral agent

for the Lenders.

"COLLATERAL REQUIREMENT" means, at any time, subject to Section

10.14, the requirement that:

(a) the Administrative Agent shall have received from the Company and

each Borrowing Subsidiary a counterpart of the Pledge Agreement duly

executed and delivered on behalf of the Company or such Borrowing

Subsidiary;

(b) all outstanding Equity Interests of (i) any Domestic Subsidiary

directly owned by any Loan Party at such time other than Excluded

Subsidiaries and (ii) the Canadian Subsidiary shall have been pledged

pursuant to the Pledge Agreement (except that the Loan Parties shall not

be required to pledge more than 65% of outstanding voting Equity Interests

of the Canadian Subsidiary) and the Collateral Agent shall have received

certificates representing all such Equity Interests (other than

uncertificated Equity Interests), together with undated stock powers or

other instruments of transfer with respect thereto endorsed in blank;

(c) the Administrative Agent shall have received Foreign Pledge

Agreements in connection with the pledge of 65% of the outstanding voting

Equity Interests of any Foreign Subsidiary that is directly owned by any

Loan Party and has, together with its own subsidiaries, accounted for 5%

or more of Consolidated Revenue for the most recently ended fiscal year

and 2% or more of Consolidated Assets at the end of such most recently

ended fiscal year (other than the Canadian Subsidiary) and the Collateral

Agent shall have received certificates representing all such Equity

Interests (other than uncertificated Equity Interests);

(d) all documents and instruments, including all Uniform Commercial

Code financing statements, required by law or reasonably requested by the

Collateral Agent to be filed, registered or recorded to perfect the Liens

intended to be created by the Pledge Agreement shall have been filed,

registered or recorded or delivered to the Collateral Agent for filing,

registration or recording; and

(e) each Loan Party shall have obtained all consents and approvals

required to be obtained by it in connection with the execution and

delivery of the Pledge Agreement and each other Security Document to which

it is a party, the performance of its obligations thereunder and the

granting by it of the Liens thereunder;

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The Collateral Agent may grant extensions of time for the perfection of pledges

in or the obtaining of legal opinions with respect to particular Equity

Interests (including extensions beyond the Effective Date for the perfection of

pledges of Equity Interests owned by the Loan Parties on such date) where it

determines that perfection cannot be accomplished without undue effort or

expense by the time or times at which it would otherwise be required by this

Agreement or the Security Documents.

"COMMITMENT" means, with respect to each Lender, the commitment of

such Lender to make Loans hereunder, as such commitment may be (a) reduced from

time to time pursuant to Section 2.11 or Section 2.12, (b) increased from time

to time pursuant to Section 2.13 and (c) reduced or increased from time to time

pursuant to assignments by or to such Lender pursuant to Section 10.04. The

initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in

the Assignment and Assumption pursuant to which such Lender shall have assumed

its Commitment, as applicable. The initial aggregate amount of the Lenders'

Commitments is $400,000,000.

"COMMITMENT FEE" shall have the meaning assigned to such term in

Section 2.07.

"COMPANY" means The Reader's Digest Association, Inc., a Delaware

corporation.

"CONSOLIDATED ASSETS" means, at any time, all assets of the Company

and its consolidated Subsidiaries at such date, as determined on a consolidated

basis in accordance with GAAP.

"CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, (a) the

additions to property, plant and equipment and other capital expenditures of the

Company and its consolidated Subsidiaries that are (or would be) set forth in a

consolidated statement of cash flows of the Company for such period prepared in

accordance with GAAP and (b) Capital Lease Obligations incurred by the Company

and its consolidated Subsidiaries during such period.

"CONSOLIDATED EBITDA" means, for any period, Consolidated Net Income

for such period PLUS, to the extent subtracted in computing such Consolidated

Net Income, the sum (without duplication) of (a) income tax expense, (b)

Interest Expense, (c) depreciation and amortization, (d) non-cash restructuring

charges, (e) non-cash expenses in respect of compensation paid to employees or

members of the Board of Directors of the Company in the form of equity

incentives, (f) non-cash impairment of goodwill and other intangibles, (g)

extraordinary losses and (h) the cumulative effect of changes in accounting

principles, MINUS, to the extent added in computing such Consolidated Net

Income, the sum (without duplication) of (x) consolidated interest income, (y)

extraordinary gains and (z) the cumulative effect of changes in accounting

principles. Notwithstanding the foregoing, for purposes of determining

Consolidated EBITDA, reductions in Consolidated Net Income in the five

consecutive fiscal quarters of the Company commencing with the fiscal quarter

ending June 30, 2004, that are attributable to the expensing during such fiscal

quarters of promotion costs capitalized by

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the Company prior to June 30, 2004, shall be excluded; PROVIDED, that the

reductions in Consolidated Net Income that are excluded under this sentence

shall not exceed $66,500,000 in the aggregate.

"CONSOLIDATED INTEREST COVERAGE RATIO" means the ratio of (a)

Consolidated EBITDA to (b) Consolidated Net Interest Expense.

"CONSOLIDATED LEVERAGE RATIO" means, at any time, the ratio of (a)

Consolidated Total Debt at such time to (b) Consolidated EBITDA for the period

of four fiscal quarters ended at or most recently prior to such time.

"CONSOLIDATED NET INCOME" means, for the Company and the consolidated

Subsidiaries for any period, the aggregate net income (or net deficit) of such

persons, determined on a consolidated basis in accordance with GAAP consistently

applied.

"CONSOLIDATED NET INTEREST EXPENSE" means, with respect to the

Company and the consolidated Subsidiaries for any period, Interest Expense (net

of any interest income for such period determined on a consolidated basis in

accordance with GAAP).

"CONSOLIDATED REVENUE" means, for the Company and the consolidated

Subsidiaries for any period, the aggregate revenues of such persons, determined

on a consolidated basis in accordance with GAAP consistently applied.

"CONSOLIDATED TOTAL DEBT" means, for the Company and the consolidated

Subsidiaries at any date, the aggregate Debt of such persons, determined on a

consolidated basis in accordance with GAAP consistently applied.

"CONTROL" means the possession, directly or indirectly, of the power

to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise.

"CONTROLLING" and "CONTROLLED" shall have meanings correlative thereto.

"DEBT" of any Person means, without duplication, (a) all obligations

of such Person for borrowed money, (b) all obligations of such Person evidenced

by bonds, debentures, notes or similar instruments, (c) all obligations of such

Person under conditional sale or other title retention agreements relating to

property acquired by such Person, (d) all obligations of such Person in respect

of the deferred purchase price of property or services, (e) all Debt of others

secured by (or for which the holder of such Debt has an existing right,

contingent or otherwise, to be secured by) any Lien on property owned or

acquired by such Person, whether or not the Debt secured thereby has been

assumed, (f) all Guarantees by such Person of Debt of others, (g) all Capital

Lease Obligations of such Person, (h) all Securitization Transactions of such

Person and (i) all obligations, contingent or otherwise, of such Person as an

account party in respect of letters of credit, letters of guaranty and banker's

acceptances; PROVIDED, HOWEVER, that Debt of any Person shall not include (i)

trade payables, (ii) any obligations of such Person incurred in connection with

letters of credit, letters of guaranty, banker's acceptances, bills of exchange

and similar instruments obtained or created in the ordinary course of business

to support or evidence obligations of such Person that do not constitute Debt,

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(iii) endorsements of checks, bills of exchange and other instruments for

deposit or collection in the ordinary course of business, (iv) customer deposits

and advances and interest payable thereon in the ordinary course of business in

accordance with customary trade terms and other obligations incurred in the

ordinary course of business through credit on an open account basis customarily

extended to such Person, (v) any Debt secured on a non-recourse basis by any

assets of such Person to the extent that the outstanding balance thereof exceeds

the fair market value of such assets, (vi) statutory or other legal requirements

to make deposits in connection with sweepstakes or similar contests, or surety

bonds posted pursuant to such requirements and (vii) obligations under overdraft

arrangements with banks outside the United States incurred in the ordinary

course of business to cover working capital needs.

"DEFAULT" means any condition or event which constitutes an Event of

Default or which upon notice, lapse of time or both would, unless cured or

waived, become an Event of Default.

"DISCLOSED MATTERS" means the actions, suits and proceedings and the

environmental matters disclosed in Schedule 4.06.

"DOLLARS" or "$" means lawful currency of the United States.

"DOMESTIC SUBSIDIARY" means any Subsidiary organized under the laws

of the United States, any State thereof, the District of Columbia or any of its

territories or possessions or any political subdivision thereof.

"EFFECTIVE DATE" means the date on which the conditions specified in

Section 3.01 are satisfied and this Agreement becomes effective.

"ENVIRONMENTAL LAWS" means any and all federal, state and local

statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,

permits, concessions, grants, franchises, licenses, agreements or other

governmental restrictions relating to the environment or to emissions,

discharges or releases of pollutants, contaminants, petroleum or petroleum

products, chemicals or industrial, toxic or hazardous substances or wastes into

the environment including, without limitation, ambient air, surface water,

ground water, or land, or otherwise relating to the manufacture, processing,

distribution, use, treatment, storage, disposal, transport or handling of

pollutants, contaminants, petroleum or petroleum products, chemicals or

industrial, toxic or hazardous substances or wastes or the clean-up or other

remediation thereof.

"ENVIRONMENTAL LIABILITY" means any liability, contingent or

otherwise (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities), of the Company or any Subsidiary

directly or indirectly resulting from or based upon (a) violation or alleged

violation of any Environmental Law, (b) the generation, use, handling,

transportation, storage, treatment or disposal of any Hazardous Materials, (c)

exposure to any Hazardous Materials, (d) the release or threatened release of

any Hazardous Materials into the environment or (e) any contract, agreement or

other

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consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

"EQUITY INTEREST" means shares of capital stock, partnership

interests, membership interests in a limited liability company, beneficial

interests in a trust or other equity ownership interests in a Person, and any

warrants or options or other rights to acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"ERISA AFFILIATE" means any trade or business (whether or not

incorporated) that, together with the Company, is treated as a single employer

under Section 414 of the Code.

"ERISA EVENT" means (a) any "reportable event", as defined in Section

4043 of ERISA or the regulations issued thereunder (other than an event for

which the 30-day notice period is waived), with respect to a Plan; (b) the

existence with respect to any Plan of an "accumulated funding deficiency" (as

defined in Section 412 of the Code or Section 302 of ERISA), whether or not

waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)

of ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by the Company or any of its ERISA

Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate

from the PBGC or a plan administrator of any notice of termination, or the

intention to terminate, any Plan or Plans or to appoint a trustee to administer

any Plan where the Administrative Agent or the Required Lenders shall have

determined in good faith that such termination or appointment is reasonably

likely to result; (f) the incurrence by the Company or any of its ERISA

Affiliates of any liability with respect to the withdrawal or partial withdrawal

from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any

ERISA Affiliate of any notice of the imposition of, or an intention to impose,

Withdrawal Liability, where the Administrative Agent or the Required Lenders

shall have determined in good faith that such imposition is reasonably likely to

result or a determination that a Multiemployer Plan is, or is expected to be,

insolvent or in reorganization, within the meaning of Title IV of ERISA.

"EURODOLLAR BORROWING" means a Borrowing comprised of Eurodollar

Loans.

"EURODOLLAR LOAN" means any Loan bearing interest at a rate

determined by reference to the Adjusted LIBO Rate in accordance with the

provisions of Article II.

"EVENT OF DEFAULT" has the meaning set forth in Article VII.

"EXCLUDED SUBSIDIARIES" means, at any time, Domestic Subsidiaries

that do not represent more than 1% for any such Subsidiary, or more than 5% in

the aggregate for all such Subsidiaries, of either (a) Consolidated Assets or

(b) the consolidated revenues of the Company and the Subsidiaries for the period

of four fiscal quarters most

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recently ended, and that (i) do not own Equity Interests or Debt (other than de

minimis Debt) of any Material Subsidiary, (ii) do not own material intellectual

property and (iii) do not have any Debt that is guaranteed by the Company or any

Material Subsidiary; PROVIDED that no Subsidiary that is a Borrowing Subsidiary

under this Agreement shall be an Excluded Subsidiary.

"EXCLUDED TAXES" means, with respect to the Administrative Agent, any

Lender or any other recipient of any payment to be made by or on account of any

obligation of any Borrower hereunder, (a) income, franchise or other taxes

imposed on (or measured by) its net income by the United States, or by the

jurisdiction under the laws of which such recipient is organized or in which its

principal office is located or, in the case of any Lender, in which its

applicable lending office is located, (b) any branch profits taxes imposed by

the United States or any similar tax imposed by any other jurisdiction in which

any Person referred to in the preceding clause (a) is located and (c) in the

case of a Foreign Lender (other than an assignee pursuant to a request by the

Borrower under Section 2.22(b)), any withholding tax that is imposed by the

United States or by any other jurisdiction in which such Lender is organized or

has its principal office or its applicable lending office on amounts payable to

such Foreign Lender at the time such Foreign Lender becomes a party to this

Agreement (or designates a new lending office) or is attributable to such

Foreign Lender's failure to comply with Section 2.21(e), except to the extent

that such Foreign Lender (or its assignor, if any) was entitled, at the time of

designation of a new lending office (or assignment), to receive additional

amounts from any Borrower with respect to such withholding tax pursuant to

Section 2.21(a).

"EXISTING FIVE-YEAR CREDIT AGREEMENT" means the Amended and Restated

Five-Year Revolving Credit and Competitive Advance Facility Agreement dated as

of May 20, 2002, as amended and restated, among the Company, certain borrowing

subsidiaries, certain lenders and JPMorgan Chase Bank, N.A., as administrative

agent.

"EXISTING TERM LOAN AGREEMENT" means the Term Loan Agreement dated as

of May 20, 2002, as amended and restated, among the Company, certain borrowing

subsidiaries, certain lenders and JPMorgan Chase Bank, N.A., as administrative

agent.

"FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted

average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on

overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published on the next succeeding 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 (rounded upwards, if

necessary, to the next 1/100 of 1%) of the quotations for such day for such

transactions received by the Administrative Agent from three Federal funds

brokers of recognized standing selected by it.

"FEES" means the Commitment Fees and the Administrative Fees.

"FINANCIAL OFFICER" of any Person shall mean the chief financial

officer, principal accounting officer, treasurer or comptroller of such Person.

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"FOREIGN LENDER", with respect to any Loan, means any Lender making

such Loan that is organized under the laws of a jurisdiction other than the

United States.

"FOREIGN PLEDGE AGREEMENT" means a pledge agreement governed by the

law of a jurisdiction other than the United States and satisfactory in form and

substance to the Administrative Agent and the Company.

"FOREIGN SUBSIDIARY" means any Subsidiary organized under the laws of

a jurisdiction outside the United States or any of its territories or

possessions or any political subdivision thereof.

"GAAP" means United States generally accepted accounting principles,

applied on a consistent basis.

"GOVERNMENTAL AUTHORITY" means the government of the United States,

any other nation or any political subdivision thereof, whether state or local,

and any agency, authority, instrumentality, regulatory body, court, central bank

or other entity exercising executive, legislative, judicial, taxing, regulatory

or administrative powers or functions of or pertaining to government.

"GUARANTEE" means any agreement by which the Company or any

Subsidiary assumes, guarantees, endorses, contingently agrees to purchase or

provide funds for the payment of, or otherwise becomes liable upon, the Debt of

another Person, or agrees to maintain the net worth or working capital or other

financial condition of such Person so as to enable such Person to pay such Debt

or otherwise assure any creditor of such Person against loss with respect to

such Debt, but shall not include (i) customary indemnifications, representations

and warranties made in connection with purchases, sales or leasing of property

or assets or issuances of securities, (ii) assurances given in the ordinary

course of business of the payment of obligations of customers or suppliers of

the Company or any Subsidiary and (iii) retained liability in connection with

sales of accounts receivable or chattel paper in the ordinary course of business

(but only to the extent customary in connection with sales accounted for as true

sales).

"GUARANTOR" means the Company, in its capacity as guarantor of the

Obligations hereunder.

"HAZARDOUS MATERIALS" means all explosive or radioactive substances

or wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos-containing

materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature which in each case are

regulated pursuant to any Environmental Law.

"INDEMNIFIED TAXES" means Taxes, including Other Taxes, but

excluding Excluded Taxes.

"INDEMNITEE" shall have the meaning assigned to such term in Section

10.03(b).

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"INFORMATION" shall have the meaning assigned to such term in Section

10.12.

"INFORMATION MEMORANDUM" means the Confidential Information

Memorandum dated March 2005 relating to the Company and the Transactions.

"INTEREST ELECTION REQUEST" means, a request by any Company to

convert or continue a Borrowing in accordance with Section 2.06.

"INTEREST EXPENSE" means, for any period, the interest expense of the

Company and the consolidated Subsidiaries for such period determined on a

consolidated basis in accordance with GAAP (and giving effect to any Swap

Agreements that have the effect of increasing or decreasing such interest

expense), including (i) the amortization of debt discounts to the extent

included in interest expense in accordance with GAAP, (ii) the amortization of

all fees (including fees with respect to interest rate protection agreements or

other interest rate hedging agreements) payable in connection with the

incurrence of indebtedness to the extent included in interest expense in

accordance with GAAP and (iii) the portion of any rents payable under capital

leases allocable to interest expense in accordance with GAAP. Notwithstanding

the foregoing, "Interest Expense" shall not include accelerated amortization of

fees previously paid in connection with the Existing Term Loan Agreement.

"INTEREST PAYMENT DATE" means (a) with respect to any Loan, the last

day of each Interest Period applicable to the Borrowing of which such Loan is a

part and, in addition, the date of any prepayment of such Loan or conversion of

such Loan to a Loan of a different Type and (b) in the case of a Eurodollar Loan

with an Interest Period of more than three months' duration, each day that would

have been an Interest Payment Date for such Loan had successive Interest Periods

of three months' duration been applicable to such Loan.

"INTEREST PERIOD" means (a) as to any Eurodollar Borrowing, the

period commencing on the date of such Borrowing or on the last day of the

immediately preceding Interest Period applicable to such Borrowing, as the case

may be, and ending on the numerically corresponding day (or, if there is no

numerically corresponding day, on the last day) in the calendar month that is 1,

2, 3 or 6 months thereafter, as the Borrower may elect and (b) as to any ABR

Borrowing, the period commencing on the date of such Borrowing or on the last

day of the immediately preceding Interest Period applicable to such Borrowing,

as the case may be, and ending on the earliest of (i) the next succeeding March

31, June 30, September 30 or December 31, (ii) the Maturity Date and (iii) the

date such Borrowing is converted to a Borrowing of a different Type or repaid or

prepaid in accordance with Section 2.05 or Section 2.14; PROVIDED, HOWEVER, that

if any Interest Period would end on a day other than a Business Day, such

Interest Period shall be extended to the next succeeding Business Day unless, in

the case of Eurodollar Loans only, such next succeeding Business Day would fall

in the next calendar month, in which case such Interest Period shall end on the

next preceding Business Day. Interest shall accrue from and including the first

day of an Interest Period to but excluding the last day of such Interest Period.

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"JPMCB" means JPMorgan Chase Bank, N.A., and its successors.

"JUDGMENT CURRENCY" shall have the meaning assigned to such term in

Section 10.13(b).

"LENDERS" means the Persons listed on Schedule 2.01 and any other

Person that shall have become a party hereto pursuant to an Assignment and

Assumption, other than any such Person that ceases to be a party hereto pursuant

to an Assignment and Assumption.

"LIBO RATE" means, with respect to any Eurodollar Borrowing for any

Interest Period, the interest rate per annum (rounded upwards, if necessary, to

the next 1/100 of 1%) appearing on Dow Jones Telerate Page 3750 (or any

successor page) as of 11:00 a.m. (London time) on the date two Business Days

prior to the commencement of such Interest Period for deposits in Dollars with a

maturity comparable to such Interest Period or, in the event no such rate

appears on Dow Jones Telerate Page 3750 (or any successor page), the rate at

which deposits in Dollars approximately equal in principal amount to such

Borrowing and for a maturity comparable to such Interest Period are offered to

the principal London office of the Administrative Agent in immediately available

funds in the London interbank market at approximately 11:00 a.m., London time,

two Business Days prior to the commencement of such Interest Period.

"LIEN" means, with respect to any asset, any mortgage, lien, pledge,

charge, security interest or encumbrance of any kind in respect of such asset.

For the purposes of this Agreement, the Company or any Subsidiary shall be

deemed to own subject to a Lien any asset which it has acquired or holds subject

to the interest of a vendor or lessor under any conditional sale agreement,

capital lease or other title retention agreement relating to such asset.

"LOAN" means a loan made by a Lender to a Borrower pursuant to this

Agreement.

"LOAN DOCUMENTS" means this Agreement, the Pledge Agreement, the

Foreign Pledge Agreements and the notes and each amendment, supplement,

modification, consent or waiver of, to or in respect of any of the foregoing.

"LOAN PARTIES" means the Company and the Borrowing Subsidiaries.

"LONG-TERM DEBT" means any Debt that, in accordance with GAAP,

constitutes (or, when incurred, constituted) a long-term liability.

"MATERIAL ADVERSE EFFECT" means (a) a materially adverse effect on

the business, assets, results of operations or financial condition of the

Company and its Subsidiaries, taken as a whole, (b) material impairment of the

ability of the Company and its Subsidiaries, taken as a whole, to perform the

Obligations or (c) material impairment of the rights available to the Lenders or

the Agents under any Loan Document.

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"MATERIAL DEBT" means Debt (other than the Loans), or obligations in

respect of one or more Swap Agreements, of any one or more of the Company and

its Subsidiaries in an aggregate principal amount exceeding $20,000,000 (or the

equivalent thereof in one or more other currencies).

"MATERIAL SUBSIDIARY" means, at any time, each Subsidiary other than

(a) Excluded Subsidiaries and (b) Foreign Subsidiaries that do not represent

more than 1% for any such Foreign Subsidiary, or more than 5% in the aggregate

for all such Foreign Subsidiaries, of either (a) Consolidated Assets or (b) the

Consolidated Revenues of the Company and the Subsidiaries for the period of four

fiscal quarters most recently ended, and that (i) do not own Equity Interests or

Debt (other than de minimis Debt) of any Material Subsidiary, (ii) do not own

material intellectual property and (iii) do not have any Debt that is guaranteed

by the Company or any Material Subsidiary; PROVIDED that each Subsidiary that is

a Borrowing Subsidiary under this Agreement shall be a Material Subsidiary.

"MATURITY DATe" means April 14, 2010.

"MOODY'S" means Moody's Investors Service, Inc.

"MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section

4001(a)(3) of ERISA.

"NET CASH PROCEEDS" means, with respect to any Asset Sale, (a) the

cash proceeds received in respect of such event including (i) any cash received

in respect of any non-cash proceeds, but only as and when received, (ii) in the

case of a casualty, insurance proceeds, and (iii) in the case of a condemnation

or similar event, condemnation awards and similar payments, net of (b) the sum

of (i) all fees and out-of-pocket expenses (including underwriting discounts and

commissions, attorneys fees and investment banking fees and costs) paid by the

Company and the Subsidiaries to third parties (other than Affiliates) in

connection with such event, (ii) the amount of all payments required to be made

by the Company and the Subsidiaries as a result of such event to repay

Indebtedness secured by the subject assets, (iii) the amount of all taxes paid

(or estimated in good faith to be payable) by the Company and the Subsidiaries

that are directly attributable to such event, and (iv) the amount of any

payments that the Company estimates in good faith will be required to be made in

respect of contingent liabilities directly attributable to such event and set

forth in a notice delivered to the Administrative Agent (PROVIDED that the

Company will evaluate in good faith not less often than quarterly any estimate

resulting in a reduction of Net Cash Proceeds under this clause (iv) and will

promptly notify the Administrative Agent if the estimated amount of payments in

respect of any contingent liability shall be reduced, and the Company and the

Subsidiaries shall be deemed to have received Net Cash Proceeds equal to the

amount of any such reduction).

"OBLIGATIONS" means (a) the due and punctual payment of (i) the

principal of and interest (including interest accruing during the pendency of

any bankruptcy, insolvency, receivership or other similar proceeding, regardless

of whether allowed or

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allowable in such proceeding) on the Loans, when and as due, whether at

maturity, by acceleration, upon one or more dates set for prepayment or

otherwise, and (ii) all other monetary obligations of the Loan Parties to any of

the Secured Parties under this Agreement and each of the other Loan Documents,

including fees, costs, expenses and indemnities, whether primary, secondary,

direct, contingent, fixed or otherwise (including monetary obligations incurred

during the pendency of any bankruptcy, insolvency, receivership or other similar

proceeding, regardless of whether allowed or allowable in such proceeding), (b)

the due and punctual performance of all other obligations of the Loan Parties

under this Agreement and the other Loan Documents and (c) the due and punctual

payment and performance of all obligations of the Company or any Subsidiary

under or in connection with each Swap Agreement and cash management arrangement

or agreement that (i) shall have been in effect on the Effective Date with a

counterparty that shall have been a Lender or an Affiliate of a Lender as of the

Effective Date or (ii) shall have been entered into after the Effective Date

with any counterparty that shall have been a Lender or an Affiliate of a Lender

at the time such Swap Agreement or cash management arrangement or agreement was

entered into.

"OTHER TAXES" means any and all present or future stamp or

documentary taxes or any other excise or property taxes, charges or similar

levies arising from any payment made hereunder or from the execution or delivery

of, or otherwise with respect to, this Agreement.

"PARTICIPANT" has the meaning set forth in Section 10.04.

"PAYMENT LOCATION" shall mean an office, branch or other place of

business of any Borrower.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity

succeeding to any or all of its functions under ERISA.

"PERFECTION CERTIFICATE" means a certificate in the form of Exhibit D

or any other form approved by the Collateral Agent.

"PERMITTED ENCUMBRANCES" means:

(a) Liens imposed by law for Taxes, fees, assessments or other

governmental charges or levies that are not yet due and payable or are

being contested in compliance with Section 5.04;

(b) carriers', warehousemen's, mechanics', materialmen's,

repairmen's, vendors' or lessors' Liens (and deposits to obtain the

release of such Liens), set-off rights and other like Liens imposed by law

(or contract, to the extent that such contractual Liens are similar in

nature and scope to Liens imposed by law), in each case arising in the

ordinary course of business and securing obligations that either (i) are

not overdue by more than 60 days or (ii) are being contested in compliance

with Section 5.04;

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(c) Liens incurred and pledges and deposits made in the ordinary

course of business in connection with workers' compensation, disability or

unemployment insurance, old-age pensions, retiree health benefits and

other similar plans or programs and other social security laws or

regulations;

(d) deposits (including deposits made to satisfy statutory or other

legal obligations in connection with sweepstakes or similar contests) to

secure the performance of bids, trade contracts, leases, statutory

obligations, surety and appeal bonds, performance bonds and other

obligations of a like nature, in each case in the ordinary course of

business;

(e) (i) easements, covenants, conditions, restrictions, zoning

restrictions, building codes, land use laws, leases, subleases, licenses,

rights of way, minor irregularities in, or lack of, title and similar

encumbrances affecting real property, (ii) with respect to any lessee's or

licensee's interest in real or personal property, mortgages, liens, rights

and obligations and other encumbrances arising by, through or under any

owner, lessor or licensor thereof, with or without the lessee's or

licensee's consent, and (iii) leases, licenses, rights and obligations in

connection with patents, copyrights, trademarks, tradenames and other

intellectual property, in each case that do not secure the payment of

borrowed money (other than, with respect to any lessee's or licensee's

interest in real or personal property, mortgages, liens, rights and

obligations and other encumbrances arising by, through or under any owner,

lessor or licensor thereof) to the extent, in the case of each of (i),

(ii) and (iii), that the Liens referred to therein do not, in the

aggregate, materially detract from the value of the affected property as

used by the Company or any Subsidiary in the ordinary course of business

or materially interfere with the ordinary conduct of the business of the

Company and its Subsidiaries, taken as a whole;

(f) Liens in favor of customs and revenue authorities to secure

payment of customs duties in connection with the importation of goods;

PROVIDED that "Permitted Encumbrances" shall not include any Lien securing

Debt.

"PERMITTED INVESTMENTS" shall mean:

(a) direct obligations of, or obligations the principal of and

interest on which are unconditionally guaranteed by, the United States (or

by any agency thereof to the extent such obligations are backed by the

full faith and credit of the United States), in each case maturing within

one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the

date of acquisition thereof and having, at such date of acquisition, the

highest credit rating obtainable from S&P or from Moody's;

(c) investments in certificates of deposit, banker's acceptances and

time deposits maturing within 180 days from the date of acquisition

thereof issued or

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guaranteed by or placed with, and money market deposit accounts issued or

offered by, any domestic office of any commercial bank organized under the

laws of the United States or any State thereof which has a short term

deposit rating of A1 from S&P and P1 from Moody's and has a combined

capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not

more than 30 days for securities described in clause (a) above and entered

into with a financial institution satisfying the criteria described in

clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in

Securities and Exchange Commission Rule 2a-7 under the Investment Company

Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have

portfolio assets of at least $5,000,000,000.

"PERSON" means an individual, a corporation, a partnership, a limited

liability company, a limited liability partnership, an association, a trust or

any other entity or organization, including a government or political

subdivision or an agency or instrumentality thereof.

"PLAN" means any employee pension benefit plan (other than a

Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section

412 of the Code or Section 302 of ERISA, and in respect of which the Company or

any ERISA Affiliate is (or, if such plan were terminated, would under Section

4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of

ERISA.

"PLEDGE AGREEMENT" means the Pledge Agreement among the Company, the

Collateral Agent and the Subsidiary Guarantors substantially in the form of

Exhibit C.

"PRIME RATE" means the rate of interest per annum publicly announced

from time to time by JPMCB as its prime rate in effect at its principal office

in New York City; each change in the Prime Rate shall be effective from and

including the date such change is publicly announced as being effective.

"RATINGS REQUIREMENT" shall mean the requirement that the Company's

senior unsecured non-credit enhanced indebtedness for borrowed money be rated

BBB- (with a stable outlook) or higher by S&P and Baa3 (with a stable outlook)

or higher by Moody's (or, if the Company shall have no senior unsecured

non-credit enhanced indebtedness for borrowed money, that the Company's

corporate credit rating be BBB- (with a stable outlook) or higher by S&P and

Baa3 (with a stable outlook) or higher by Moody's); PROVIDED that if at any time

either Moody's or S&P, or both, shall no longer maintain a rating for the

Company's senior unsecured non-credit enhanced indebtedness for borrowed money,

or no longer maintain a corporate credit rating for the Company, as the case may

be, the Administrative Agent and the Company may agree to determine the Ratings

Requirement using the corresponding ratings level of one or more Nationally

Recognized Statistical Rating Organizations (as defined in Rule 436 under the

Securities Act of 1933).

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"REGISTER" shall have the meaning assigned to such term in Section

10.04(b).

"REGISTERED NOTE" shall have the meaning assigned to such term in

Section 2.05(e).

"REGULATION U" means Regulation U of the Board, as in effect from

time to time.

"REGULATION X" means Regulation X of the Board, as in effect from

time to time.

"RELATED PARTIES" means, with respect to any specified Person, such

Person's Affiliates and the respective directors, officers, employees, agents

and advisors of such Person and such Person's Affiliates.

"REQUIRED LENDERS" means, at any time, Lenders having Revolving

Credit Exposures and unused Commitments representing more than 50% of the sum of

aggregate Revolving Credit Exposures and unused Commitments at such time.

"REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at any

time, the aggregate principal amount at such time of all outstanding Loans of

such Lender.

"S&P" means Standard and Poor's Ratings Group, a division of

McGraw-Hill.

"SECURED PARTIES" has the meaning assigned to such term in the Pledge

Agreement.

"SECURITIZATION TRANSACTION" means any transfer by the Company or any

Subsidiary of accounts receivable or interests therein (a) to a trust,

partnership, corporation or other entity, which transfer is funded in whole or

in part, directly or indirectly, by the incurrence or issuance by the transferee

or any successor transferee of debt or other securities that are to receive

payments from, or that represent interests in, the cash flow derived from such

accounts receivable or interests, or (b) directly to one or more investors or

other purchasers. The amount of any Securitization Transaction shall be deemed

at any time to be the aggregate principal or stated amount of the Debt or other

securities referred to in the preceding sentence or, if there shall be no such

principal or stated amount, the uncollected amount of the accounts receivable

transferred pursuant to such Securitization Transaction net of any such accounts

receivable that have been written off as uncollectible.

"SECURITY DOCUMENTS" means the Pledge Agreement and the Foreign

Pledge Agreements.

"SENIOR NOTES" means the Company's 6-1/2% Senior Notes due 2011, as

the same may be refinanced.

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"STATUTORY RESERVE RATE" means a fraction (expressed as a decimal),

the numerator of which is the number one and the denominator of which is the

number one minus the aggregate of the maximum reserve percentages (including any

marginal, special, emergency or supplemental reserves) expressed as a decimal

established by the Board to which the Administrative Agent is subject for

eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in

Regulation D of the Board). Such reserve percentages shall include those imposed

pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute

eurocurrency funding and to be subject to such reserve requirements without

benefit of or credit for proration, exemptions or offsets that may be available

from time to time to any Lender under such Regulation D or any comparable

regulation. The Statutory Reserve Rate shall be adjusted automatically on and as

of the effective date of any change in any reserve percentage.

"SUBSIDIARY" means, with respect to any Person (the "PARENT") at any

date, any corporation, limited liability company, partnership, association or

other entity the accounts of which would be consolidated with those of the

parent in the parent's consolidated financial statements if such financial

statements were prepared in accordance with GAAP as of such date, as well as any

other corporation, limited liability company, partnership, association or other

entity of which securities or other ownership interests representing more than

50% of the equity or more than 50% of the ordinary voting power or, in the case

of a partnership, more than 50% of the general partnership interests are, as of

such date, owned by the parent or one or more subsidiaries of the parent or by

the parent and one or more subsidiaries of the parent.

"SUBSIDIARY" means any subsidiary of the Company.

"SUBSIDIARY GUARANTOR" means a Borrowing Subsidiary.

"SWAP AGREEMENT" means any agreement with respect to any swap,

forward, future or derivative transaction or option or similar agreement

involving, or settled by reference to, one or more rates, currencies,

commodities, equity or debt instruments or securities, or economic, financial or

pricing indices or measures of economic, financial or pricing risk or value or

any similar transaction or any combination of these transactions; provided that

no phantom stock or similar plan providing for payments only on account of

services provided by current or former directors, officers, employees or

consultants of the Company or the Subsidiaries shall be a Swap Agreement. The

"principal amount" of the obligations of the Company or any Subsidiary in

respect of any Swap Agreement at any time shall be the maximum aggregate amount

(giving effect to any netting agreements) that the Company or such Subsidiary

would be required to pay if such Swap Agreement were terminated at such time.

"TAXES" means any and all present or future taxes, levies, imposts,

duties, deductions, charges or withholdings imposed by any Governmental

Authority, and all liabilities with respect thereto (including without

limitation any interest, penalties or other additions to tax).

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"TRANSACTIONS" means the execution, delivery and performance by the

Loan Parties of the Loan Documents, the borrowing of Loans hereunder, the use of

the proceeds of such Loans, the creation of the Guarantees hereunder and the

creation of the Liens provided for in the Security Documents and the other

transactions contemplated hereby.

"TYPE", when used in respect of any Loan or Borrowing, shall refer to

the Rate by reference to which interest on such Loan or on the Loans comprising

such Borrowing is determined. For purposes hereof, "RATE" shall include the LIBO

Rate and the Alternate Base Rate.

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

"U.S. PERSON" means any Person that is (i) a citizen or resident of

the United States, (ii) a corporation, partnership or other entity created or

organized under the laws of the United States or any State thereof or (iii) any

estate or trust that is subject to U.S. Federal income taxation regardless of

the source of its income.

SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of

this Agreement, Loans may be classified and referred to by Type (e.g., a

"Eurodollar Loan"). Borrowings also may be classified and referred to by Type

(e.g., a "Eurodollar Borrowing").

SECTION 1.03. TERMS GENERALLY. The definitions of terms herein shall

apply equally to the singular and plural forms of the terms defined. Whenever

the context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words "include", "includes" and "including" shall

be deemed to be followed by the phrase "without limitation". The word "will"

shall be construed to have the same meaning and effect as the word "shall".

Unless the context requires otherwise (a) any definition of or reference to any

agreement, instrument or other document herein shall be construed as referring

to such agreement, instrument or other document as from time to time amended,

supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference

herein to any Person shall be construed to include such Person's successors and

assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar

import, shall be construed to refer to this Agreement in its entirety and not to

any particular provision hereof, (d) all references herein to Articles,

Sections, Exhibits and Schedules shall be construed to refer to Articles and

Sections of, and Exhibits and Schedules to, this Agreement, (e) the words

"asset" and "property" shall be construed to have the same meaning and effect

and to refer to any and all tangible and intangible assets and properties,

including cash, securities, accounts and contract rights and (f) any reference

herein to "the date hereof" or "the date of this Agreement" shall mean the date

of this Amended and Restated Term Loan Agreement.

SECTION 1.04. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise

specified herein, all accounting terms used herein shall be interpreted, all

accounting determinations hereunder shall be made, and all financial statements

required

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to be delivered hereunder shall be prepared in accordance with GAAP as in effect

from time to time; PROVIDED that, if the Company notifies the Administrative

Agent that the Company wishes to amend any provision hereof, including, without

limitation, any covenant in Article VI, to eliminate the effect of any change in

generally accepted accounting principles adopted after the Effective Date on the

operation of such provision (or if the Administrative Agent notifies the Company

that the Required Lenders wish to amend any such provision for such purpose),

then the Company's compliance with such provision shall be determined on the

basis of GAAP in effect immediately before the relevant change in GAAP became

effective, until either such notice is withdrawn or such provision is amended in

a manner satisfactory to the Company and the Required Lenders.

ARTICLE II

THE LOANS

SECTION 2.01. COMMITMENTS. (a) Subject to the terms and conditions set

forth herein, each Lender agrees, severally and not jointly, to make Loans to

any Borrower at any time and from time to time during the Availability Period in

an aggregate principal amount that will not result in (a) such Lender's

Revolving Credit Exposure exceeding such Lender's Commitment or (b) the sum of

the total Revolving Credit Exposures exceeding the total Commitments. Within the

foregoing limits and subject to the terms and conditions set forth herein, the

Borrowers may borrow, prepay and reborrow Loans.

SECTION 2.02. LOANS. (a) Each Loan shall be made as part of a

Borrowing consisting of Loans made by the Lenders ratably in accordance with

their respective Commitments. The failure of any Lender to make any Loan

required to be made by it shall not relieve any other Lender of its obligations

hereunder; PROVIDED that the Commitments of the Lenders are several and no

Lender shall be responsible for any other Lender's failure to make Loans as

required. The Loans comprising any Borrowing shall be in an aggregate principal

amount that is an integral multiple of $1,000,000 and not less than $5,000,000

(or an aggregate principal amount equal to the remaining balance of Commitments)

or such lesser amounts as the Administrative Agent may agree. All Loans shall be

made in Dollars.

(b) Subject to Section 2.10, each Loan shall be comprised entirely of

ABR Loans or Eurodollar Loans as the Borrower may request in accordance

herewith. Each Lender at its option may make any Eurodollar Loan by causing any

domestic or foreign branch or Affiliate of such Lender to make such Loan;

PROVIDED that any exercise of such option shall not affect the obligation of the

applicable Borrower to repay such Loan in accordance with the terms of this

Agreement.

(c) Notwithstanding any other provision of this Agreement, the

Borrower shall not be entitled to request, or to elect to convert or continue,

any Borrowing if the Interest Period requested with respect thereto would end

after the Maturity Date.

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SECTION 2.03. REQUESTS FOR BORROWINGS. To request each Borrowing, the

Borrower shall notify the Administrative Agent of such request by telephone (a)

in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City

time, three Business Days before the date of the proposed Borrowing or (b) in

the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on

the date of the proposed Borrowing. Each such telephonic Borrowing Request shall

be irrevocable and shall be confirmed promptly by hand delivery or telecopy to

the Administrative Agent of a written Borrowing Request in a form approved by

the Administrative Agent and signed by the Borrower. Each such telephonic and

written Borrowing Request shall specify the following information in compliance

with Section 2.02:

(i) the aggregate amount of such Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar

Borrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest

Period to be applicable thereto, which shall be a period contemplated by

the definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which funds

are to be disbursed, which shall comply with the requirements of Section

2.04.

If no election as to the Type of any Borrowing is specified, then the requested

Borrowing shall be an ABR Borrowing. If no Interest Period is specified with

respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed

to have selected an Interest Period of one month's duration. Promptly following

receipt of a Borrowing Request in accordance with this Section, the

Administrative Agent shall advise each Lender of the details thereof and of the

amount of such Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04. FUNDING OF BORROWINGS. (a) Each Lender shall make each

Loan to be made by it hereunder on the proposed date thereof by wire transfer of

immediately available funds by 12:00 noon, New York City time, to the account of

the Administrative Agent designated by it for such purpose by notice to the

Lenders. The Administrative Agent will make such Loans available to the Borrower

by promptly crediting the amounts so received, in like funds, to an account of

the Borrower maintained with the Administrative Agent in New York City and

designated by the Borrower in the applicable Borrowing Request.

(b) Unless the Administrative Agent shall have received notice from a

Lender prior to the proposed date of any Borrowing that such Lender will not

make available to the Administrative Agent such Lender's share of any Borrowing,

the Administrative Agent may assume that such Lender has made such share

available on such date in accordance with paragraph (a) of this Section and may,

in reliance upon such assumption, make available to the Borrower a corresponding

amount. In such event, if a

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Lender has not in fact made its share of the applicable Borrowing available to

the Administrative Agent, then the applicable Lender and the Borrower severally

agree to pay to the Administrative Agent forthwith on demand such corresponding

amount with interest thereon, for each day from and including the date such

amount is made available to the Borrower to but excluding the date of payment to

the Administrative Agent, at (i) in the case of such Lender, the greater of the

Federal Funds Effective Rate and a rate determined by the Administrative Agent

in accordance with banking industry rules on interbank compensation or (ii) in

the case of the Borrower, the interest rate applicable to ABR Loans. If such

Lender pays such amount to the Administrative Agent, then such amount shall

constitute such Lender's Loan included in such Borrowing.

SECTION 2.05. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) The

outstanding principal amount of each Loan shall be due and payable on the

Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice

an account or accounts evidencing the indebtedness to such Lender resulting from

each Loan made by such Lender from time to time, including the amounts of

principal and interest payable and paid to such Lender from time to time.

(c) The Administrative Agent shall maintain accounts in which it will

record (i) the amount of each Loan made hereunder, the Borrower, the Type and

the Interest Period applicable thereto, (ii) the amount of any principal or

interest due and payable or to become due and payable from each Borrower to each

Lender hereunder and (iii) the amount of any sum received by the Administrative

Agent hereunder from each Borrower and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to paragraphs

(b) and (c) of this Section shall be prima facie evidence of the existence and

amounts of the obligations therein recorded; PROVIDED, HOWEVER, that the failure

of any Lender or the Administrative Agent to maintain such accounts or any error

therein shall not in any manner affect the obligations of the Borrowers to repay

the Loans in accordance with their terms.

(e) Any Lender may request that Loans made by it be evidenced by a

promissory note. In such event, the Borrower shall prepare, execute and deliver

to such Lender a promissory note or notes payable to the order of such Lender

(or, if requested by such Lender, to such Lender and its registered assigns (in

each such case, a "REGISTERED NOTE")) and in a form reasonably approved by the

Administrative Agent. Thereafter, the Loans evidenced by such promissory note

and interest thereon shall at all times (including after assignment pursuant to

Section 10.04) be represented by one or more promissory notes in such form

payable to the order of the payee named therein (or, if such promissory note is

a Registered Note, to such payee and its registered assigns).

SECTION 2.06. INTEREST ELECTIONS. (a) Each Borrowing initially shall

be of the Type specified in the applicable Borrowing Request and, in the case of

a Eurodollar Borrowing, shall have an initial Interest Period as specified in

such Borrowing

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Request. Thereafter, the Borrower may elect to convert such Borrowing to a

different Type or to continue such Borrowing and, in the case of a Eurodollar

Borrowing, may elect Interest Periods therefor, all as provided in this Section.

The Borrower may elect different options with respect to different portions of

the affected Borrowing, in which case each such portion shall be allocated

ratably among the Lenders holding the Loans comprising such Borrowing, and the

Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall

notify the Administrative Agent of such election by telephone by the time that a

Borrowing Request would be required under Section 2.03 if the Borrower were

requesting a Borrowing of the Type resulting from such election to be made on

the effective date of such election. Each such telephonic Interest Election

Request shall be irrevocable and shall be confirmed promptly by hand delivery or

telecopy to the Administrative Agent of a written Interest Election Request in a

form approved by the Administrative Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall

specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and,

if different options are being elected with respect to different portions

thereof, the portions thereof to be allocated to each resulting Borrowing

(in which case the information to be specified pursuant to clauses (iii)

and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest

Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a

Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the

Interest Period to be applicable thereto after giving effect to such

election, which shall be a period contemplated by the definition of the

term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does

not specify an Interest Period, then the Borrower shall be deemed to have

selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request, the

Administrative Agent shall advise each Lender of the details thereof and of such

Lender's portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election

Request with respect to a Eurodollar Borrowing prior to the end of the Interest

Period applicable thereto, then, unless such Borrowing is repaid as provided

herein, at the end of such Interest Period such Borrowing shall be converted to

an ABR Borrowing.

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Notwithstanding any contrary provision hereof, if an Event of Default has

occurred and is continuing and the Administrative Agent, at the request of the

Required Lenders, so notifies the Borrower, then, so long as an Event of Default

is continuing (i) no outstanding Borrowing may be converted to or continued as a

Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be

converted to an ABR Borrowing at the end of the Interest Period applicable

thereto.

SECTION 2.07. FEES. (a) The Company agrees to pay to each Lender,

through the Administrative Agent, on each March 31, June 30, September 30 and

December 31 (with the first payment being due on June 30, 2005) and on the date

on which the Commitment of such Lender shall have been terminated, a commitment

fee (a "Commitment Fee"), which shall accrue at the Applicable Rate on the daily

unused amount of the Commitment of such Lender during the preceding quarter (or

other period commencing on the date hereof or ending with the date on which the

Commitment of such Lender shall be terminated). All Commitment Fees shall be

computed on the basis of the actual number of days elapsed in a year of 360

days. The Commitment Fee due to each Lender shall be payable in arrears and

shall commence to accrue on the date hereof and cease to accrue on the date on

which the Commitment of such Lender shall have terminated and such Lender shall

have no further Revolving Credit Exposure.

(b) The Company agrees to pay to the Administrative Agent, for its own

account, the administrative and other fees separately agreed to by the Company

and the Administrative Agent (collectively, the "Administrative Fees").

(c) All Fees shall be paid on the dates due, in immediately available

funds, to the Administrative Agent for distribution, if and as appropriate,

among the Lenders. Once paid, none of the Fees shall be refundable under any

circumstances other than to correct errors in payment.

SECTION 2.08. INTEREST ON LOANS. (a) Subject to the provisions of

Section 2.09, the Loans comprising each Eurodollar Borrowing shall bear interest

(computed on the basis of the actual number of days elapsed over a year of 360

days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest

Period in effect for such Borrowing plus the Applicable Rate from time to time

in effect.

(b) Subject to the provisions of Section 2.09, the Loans comprising

each ABR Borrowing shall bear interest (computed on the basis of the actual

number of days elapsed over a year of 365 or 366 days, as the case may be, for

periods during which the Alternate Base Rate is determined by reference to the

Prime Rate and 360 days for other periods) at a rate per annum equal to the

Alternate Base Rate plus the Applicable Rate from time to time in effect.

(c) Interest on each Loan shall be payable on each Interest Payment

Date applicable to such Loan except as otherwise provided in this Agreement. The

applicable Adjusted LIBO Rate or Alternate Base Rate for each Interest Period or

day within an Interest Period, as the case may be, shall be determined by the

Administrative Agent, and such determination shall be conclusive absent manifest

error.

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SECTION 2.09. DEFAULT INTEREST. If any Borrower shall default in the

payment of the principal of or interest on any Loan or any other amount becoming

due hereunder, whether by scheduled maturity, notice of prepayment, acceleration

or otherwise, such Borrower shall on demand from time to time from the

Administrative Agent pay interest from and including the date of such default,

to the extent permitted by law, on such defaulted amount up to (but not

including) the date of actual payment (after as well as before judgment) at a

rate per annum (computed as provided in Section 2.08) equal to the higher of (a)

the rate, if any, otherwise applicable to such amount hereunder plus 2% per

annum and (b) the Alternate Base Rate plus the Applicable Rate from time to time

in effect plus 2% per annum.

SECTION 2.10. ALTERNATE RATE OF INTEREST. In the event, and on each

occasion, that on the day two Business Days prior to the commencement of any

Interest Period for a Eurodollar Borrowing the Administrative Agent shall have

determined (i) that deposits in Dollars in the principal amounts of the Loans

comprising such Borrowing are not generally available in the London interbank

market or any other market in which the Lenders shall be funding such Loans,

(ii) that the rates at which such deposits are being offered will not adequately

and fairly reflect the cost to Lenders of making or maintaining their Loans

included in such Borrowing for such Interest Period or (iii) that reasonable

means do not exist for ascertaining the LIBO Rate, the Administrative Agent

shall, as soon as practicable thereafter, give telecopy notice of such

determination to the Company and the Lenders. In the event of any such

determination, until the Administrative Agent shall have advised the Company and

the Lenders that the circumstances giving rise to such notice no longer exist,

any affected Borrowing shall bear interest at the Alternate Base Rate. Each

determination by the Administrative Agent hereunder shall be conclusive absent

manifest error.

SECTION 2.11. TERMINATION AND REDUCTION OF COMMITMENTS. (a) Unless

previously terminated, the Commitments shall be automatically and permanently

terminated on the Maturity Date.

(b) Upon at least three Business Days' prior irrevocable telecopy

notice to the Administrative Agent, the Company may at any time in whole

permanently terminate, or from time to time in part permanently reduce, the

Commitments; provided, however, that (i) each partial reduction of the

Commitments shall be in an integral multiple of $1,000,000 and in a minimum

principal amount of $10,000,000 and (ii) no such termination or reduction shall

be made (A) which would reduce the Commitments to an amount less than the sum of

the aggregate Revolving Credit Exposures or (B) which would reduce any Lender's

Commitment to an amount that is less than such Lender's Revolving Credit

Exposure.

(c) Each reduction in the Commitments pursuant to this Section 2.11

shall be made ratably among the Lenders in accordance with their respective

Commitments. The Company shall pay to the Administrative Agent for the account

of the Lenders, on the date of each termination or reduction of the Commitments,

the Commitment Fees on the amount of the Commitments so terminated accrued

through the date of such termination or reduction.

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SECTION 2.12. MANDATORY OFFER TO REDUCE COMMITMENTS. (a) In the event

and on each occasion that any Net Cash Proceeds are received by or on behalf of

the Company or any Subsidiary in respect of any Asset Sale, other than Net Cash

Proceeds in an aggregate amount not greater than $50,000,000 received during any

fiscal year of the Company, the Company shall promptly notify the Administrative

Agent thereof and shall offer permanently to reduce the Commitments by an

aggregate amount equal to the lesser of (i) 100% of such Net Cash Proceeds and

(ii) the amount by which the aggregate Commitments exceed $200,000,000 (a

"REDUCTION OFFER"); PROVIDED that if the Company shall deliver to the

Administrative Agent a certificate of a Financial Officer to the effect that the

Company intends to apply or cause one or more Subsidiaries to apply such Net

Cash Proceeds (or a portion thereof specified in such certificate), within 365

days after receipt of such Net Cash Proceeds, to acquire real property,

equipment or other tangible assets to be used in the business of the Company and

the Subsidiaries, and certifying that no Default has occurred and is continuing,

then a Reduction Offer shall be required only in the event that any such Net

Proceeds have not been so applied by the 350th day after the receipt of such Net

Cash Proceeds, and the amount by which the Company shall be required to offer to

reduce the Commitments shall be equal to the lesser of (i) the amount of such

Net Cash Proceeds not so applied by the 365th day after receipt of such Net Cash

Proceeds and (ii) the amount by which the aggregate Commitments exceed

$200,000,000 on such 365th day. Notwithstanding the foregoing, no Reduction

Offer shall be required to be made at any time when (i) the Ratings Requirement

shall be satisfied or (ii) the Senior Notes shall no longer be outstanding or

the related indenture shall have been amended in a manner satisfactory to the

Administrative Agent to eliminate any requirement that proceeds of Asset Sales

be applied to redeem any Senior Notes.

(b) Each Reduction Offer shall be made in writing, shall specify the

date on which reductions of the Commitments are to become effective (which date

shall be not sooner than the 10th day and not later than the 15th day after the

date of the Reduction Offer) and shall be delivered to the Administrative Agent,

which shall promptly notify each Lender of the contents thereof. Each Lender

shall, by notice to the Company and the Administrative Agent given not less than

10 days after the date of the Reduction Offer, either accept the offer to reduce

its Commitment by all or a portion of such Lender's Applicable Percentage of the

amount of the Reduction Offer (any Lender so accepting the offer to reduce its

Commitment being called a "REDUCING LENDER") or decline to reduce its Commitment

(and any Lender that does not deliver such a notice within such period of 10

days shall be deemed to have declined to reduce its Commitment). The Commitments

of Lenders that have accepted the Reduction Offer shall be reduced in accordance

with the terms of such Reduction Offer and such acceptances on the effective

date specified in the Reduction Offer.

(c) On the effective date of and after giving effect to any reduction

of Commitments pursuant to this Section, the Borrowers shall prepay the Loans of

the Reducing Lenders in such amounts as shall be necessary in order that each

Lender's outstanding Loans shall be in a principal amount equal to such Lender's

Applicable Percentage of the aggregate principal amount of the outstanding

Loans. Any prepayments made pursuant to this paragraph in respect of Eurodollar

Loans shall be

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subject to indemnification by the Borrowers pursuant to the provisions of

Section 2.17 if such prepayments occur other than on the last day of the

Interest Period relating thereto and breakage costs result.

SECTION 2.13. INCREASE IN COMMITMENTS. (a) The Company may on one or

more occasions, by written notice to the Administrative Agent (which shall

promptly deliver a copy to each of the Lenders), request that the total

Commitments be increased by an amount not less than $50,000,000; PROVIDED that

the aggregate amount of all increases in the Commitments under this Section

shall not exceed $200,000,000. Each such notice shall set forth the amount of

the requested increase in the total Commitments, and the date on which such

increase is requested to become effective (which shall be not less than 30 days

or more than 60 days after the date of such notice), and shall offer each Lender

the opportunity to increase its Commitment by its Applicable Percentage of the

proposed increased amount. Each Lender shall, by notice to the Company and the

Administrative Agent given not more than 10 Business Days after the date of the

Company's notice, either agree to increase its Commitment by all or a portion of

the offered amount (each Lender so agreeing being an "INCREASING LENDER") or

decline to increase its Commitment (and any Lender that does not deliver such a

notice within such period of 10 Business Days shall be deemed to have declined

to increase its Commitment) (each Lender so declining or deemed to have declined

being a "NON-INCREASING LENDER"). In the event that, on the 10th Business Day

after the Company shall have delivered a notice pursuant to the first sentence

of this paragraph, the Lenders shall have agreed pursuant to the preceding

sentence to increase their Commitments by an aggregate amount less than the

increase in the total Commitments requested by the Company, the Company may

arrange for one or more Persons(any such Person being called an "AUGMENTING

LENDER"), which may include any Lender, to extend Commitments, or increase their

existing Commitments, as the case may be, in an aggregate amount equal to the

unsubscribed amount; PROVIDED that each Augmenting Lender, if not already a

Lender hereunder or an Affiliate of such a Lender or an Approved Fund, shall be

subject to the approval of the Administrative Agent (which approval shall not be

unreasonably withheld) and the Borrowers and each Augmenting Lender shall

execute all such documentation as the Administrative Agent shall reasonably

specify to evidence the Commitment of such Augmenting Lender and/or its status

as a Lender hereunder. Any increase in the total Commitments may be made in an

amount which is less than the increase requested by the Company if the Company

is unable to arrange for, or chooses not to arrange for, Augmenting Lenders.

(b) On the effective date (the "INCREASE EFFECTIVE DATE") of any

increase in the total Commitments pursuant to this Section (the "COMMITMENT

INCREASE"), (i) the aggregate principal amount of the Loans outstanding (the

"INITIAL LOANS") immediately prior to giving effect to the Commitment Increase

on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing

Lender and each Augmenting Lender that shall have been a Lender prior to the

Commitment Increase shall pay to the Administrative Agent in same day funds an

amount equal to the difference between (A) the product of (1) such Lender's

Applicable Percentage

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(calculated after giving effect to the Commitment Increase), multiplied by (2)

the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the

product of (1) such Lender's Applicable Percentage (calculated without giving

effect to the Commitment Increase), multiplied by (2) the amount of the Initial

Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to

the Commitment Increase shall pay to the Administrative Agent in same day funds

an amount equal to the product of (1) such Augmenting Lender's Applicable

Percentage (calculated after giving effect to the Commitment Increase)

multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the

Administrative Agent receives the funds specified in clauses (ii) and (iii)

above, the Administrative Agent shall pay to each Non-Increasing Lender the

portion of such funds that is equal to the excess of (A) the product of (1) such

Non-Increasing Lender's Applicable Percentage (calculated without giving effect

to the Commitment Increase) multiplied by (2) the amount of the Initial Loans,

over (B) the product of (1) such Non-Increasing Lender's Applicable Percentage

(calculated after giving effect to the Commitment Increase) multiplied by (2)

the amount of the Subsequent Borrowings, (v) after the effectiveness of the

Commitment Increase, the applicable Borrowers shall be deemed to have made new

Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal

to the aggregate principal amount of the Initial Loans and of the types and for

the Interest Periods specified in a Borrowing Request delivered to the

Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing

Lender, each Increasing Lender and each Augmenting Lender shall be deemed to

hold its Applicable Percentage of each Subsequent Borrowing (each calculated

after giving effect to the Commitment Increase) and (vii) the applicable

Borrowers shall pay each Increasing Lender and each Non-Increasing Lender any

and all accrued but unpaid interest on the Initial Loans. The deemed payments

made pursuant to clause (i) above in respect of each Eurodollar Loan shall be

subject to indemnification by the Borrowers pursuant to the provisions of

Section 2.17 if the Increase Effective Date occurs other than on the last day of

the Interest Period relating thereto and breakage costs result.

(c) Increases and new Commitments pursuant to this Section shall

become effective on the date specified in the no