REVOLVING CREDIT AGREEMENT

Exhibit 10.37

Published CUSIP Number: 22026DAE5

Revolving Credit CUSIP Number: 22026DAF2

REVOLVING CREDIT AGREEMENT

dated as of October 25, 2006,

among

CHOICEPOINT SERVICES INC.,

as Borrower,

CHOICEPOINT INC.,

as Parent,

THE LENDERS LISTED HEREIN,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

and

SUNTRUST BANK,

as Syndication Agent,

and

WACHOVIA CAPITAL MARKETS, LLC and SUNTRUST CAPITAL MARKETS, INC.,

as Co-Lead Arrangers

WACHOVIA CAPITAL MARKETS, LLC,

as Sole Book Runner

Table of Contents

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SCHEDULES

REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT made and entered into as of October 25, 2006, by and among CHOICEPOINT INC., a Georgia corporation (“ Parent ”), CHOICEPOINT SERVICES INC., a Georgia corporation (“ Borrower ”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“ Wachovia ”), the other banks and lending institutions listed on the signature pages hereof, and any assignees of Wachovia, or such other banks and lending institutions which become “Lenders” as provided herein (Wachovia, and such other banks, lending institutions and assignees are referred to collectively herein as the “ Lenders ”), and Wachovia, in its capacity as Administrative Agent for the Lenders and each successor Administrative Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the “ Administrative Agent ”).

WITNESSETH:

WHEREAS , the Borrower has requested and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

NOW, THEREFORE , in consideration of the premises and the mutual covenants herein contained, the Borrower, the Parent, the Lenders and the Administrative Agent agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.01 Definitions . In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“ Additional Issuing Lenders ” means any Lenders designated as additional issuers of Letters of Credit pursuant to Section 2A.08 .

“ Administrative Agent ” shall mean Wachovia in its capacity as Administrative Agent hereunder, and any successor Administrative Agent appointed pursuant to Section 9.09 .

“ Administrative Agent’s Correspondent ” shall mean Wachovia Bank, National Association, London Branch, or any other financial institution designated by the Administrative Agent to act as its correspondent hereunder with respect to the distribution and payment of Alternative Currency Loans.

“ Advance ” shall mean any principal amount advanced and remaining outstanding at any time under (a) the Syndicated Loans, which Advances shall be made or outstanding as Base Rate Advances or Eurodollar Advances, as the case may be, and (b) the Swing Line Loans, which Advances shall be made or outstanding as Swing Line Advances.

“ Affiliate ” of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by”, and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person.

“ Agreement ” shall mean this Revolving Credit Agreement, as amended, modified, restated, or supplemented from time to time.

“ Alternative Currency ” shall mean (a) Euro, (b) Pounds Sterling and (c) with the prior written consent of each Lender, any other lawful currency (other than Dollars); provided that such currency is freely transferable and convertible into Dollars in the United States currency market and freely available to each Lender in the London interbank deposit market.

“ Alternative Currency Amount ” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency at the most favorable spot exchange rate for the purchase of such Alternative Currency with Dollars, as determined by the Administrative Agent or the applicable Issuing Lender, as applicable, at approximately 11:00 a.m. (the time of the Administrative Agent’s Correspondent) two (2) Business Days prior to the date on which the foreign exchange computation is made.

“ Alternative Currency Commitment ” shall mean the lesser of (a) $300,000,000 and (b) the total Syndicated Loan Commitments.

“ Alternative Currency Letter of Credit ” shall mean any Letter of Credit denominated in an Alternative Currency.

“ Alternative Currency Loan ” shall mean any Syndicated Loan denominated in an Alternative Currency.

“ Applicable Commitment Percentage ” shall mean the percentage designated on the chart set forth below based on Parent’s ratio of Funded Debt to Consolidated EBITDA:

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The Applicable Commitment Percentage shall be determined and adjusted quarterly on the date (each a “ Calculation Date ”) ten (10) Business Days after the later of (i) receipt by the Administrative Agent of the Compliance Certificate pursuant to Section 6.07 for the most recently ended fiscal quarter of the Parent or (ii) the date such Compliance Certificate is required to be delivered pursuant to Section 6.07, provided that, (a) the Applicable Commitment Percentage on the Closing Date shall be based on Level IV until the first Calculation Date following the receipt of the Compliance Certificate for the fiscal quarter ending December 31, 2006 and thereafter the Pricing Level shall be determined by reference to Parent’s ratio of Funded Debt to Consolidated EBITDA as of the last day of the most recently ended fiscal quarter of the Parent preceding the applicable Calculation Date and (b) if Borrower fails to provide the Compliance Certificate and related financial statements required by Section 6.07 for the most recently ended fiscal quarter of the Parent preceding the applicable Calculation Date, the Applicable Commitment Percentage from such Calculation Date shall be based on Level I until such time as the appropriate Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to Parent’s ratio of Funded Debt to Consolidated EBITDA as of the last day of the most recently ended fiscal quarter of the Parent preceding such Calculation Date. The Applicable Commitment Percentage shall be effective from one Calculation Date until the next Calculation Date.

“ Applicable Margin ” shall mean the percentage designated on the chart set forth below based on Parent’s ratio of Funded Debt to Consolidated EBITDA:

The Applicable Margin shall be determined and adjusted quarterly on the date (each a “ Calculation Date ”) ten (10) Business Days after the later of (i) receipt by the Administrative Agent of the Compliance Certificate pursuant to Section 6.07 for the most recently ended fiscal quarter of the Parent or (ii) the date such Compliance Certificate is required to be delivered pursuant to Section 6.07, provided that, (a) the Applicable Margin on the Closing Date shall be based on Level IV until the first Calculation Date following the receipt of the Compliance Certificate for the fiscal quarter ending December 31, 2006 and thereafter the Pricing Level shall be determined by reference to Parent’s ratio of Funded Debt to Consolidated EBITDA as of the last day of the most recently ended fiscal quarter of the Parent preceding the applicable Calculation Date and (b) if Borrower fails to provide the Compliance Certificate and related

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financial statements required by Section 6.07 for the most recently ended fiscal quarter of the Parent preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Level I until such time as the appropriate Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to Parent’s ratio of Funded Debt to Consolidated EBITDA as of the last day of the most recently ended fiscal quarter of the Parent preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Applicable Margin shall be applicable to all Loans and L/C Obligations then existing or subsequently made or issued.

“ Application ” shall mean an application, in the form specified by the applicable Issuing Lender from time to time, requesting the applicable Issuing Lender to issue a Letter of Credit.

“ Asset Sale ” shall mean any sale or other disposition (or a series of related sales or other dispositions), including without limitation, loss, damage, destruction or taking to the extent not covered by insurance, by any Consolidated Company to any Person other than a Consolidated Company, of any property or asset (including Capital Stock but excluding the issuance and sale by Parent of its own Capital Stock), other than sales or other dispositions made in the ordinary course of business of any Consolidated Company.

“ Asset Securitization ” shall mean the asset securitization program entered into by the Receivable Subsidiaries and Three Pillars Funding Corporation; provided that the outstanding attributed principal amount of such program shall not at any time exceed $175,000,000.

“ Asset Securitization Agreements ” shall mean those documents which govern the Asset Securitization (as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted by this Agreement).

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee in accordance with the terms of this Agreement and substantially in the form of Exhibit H .

“ Bankruptcy Code ” shall mean The Bankruptcy Code of 1978, as amended and in effect from time to time (11 U.S.C. § 101 et seq.).

“ Base Rate ” shall mean the higher of (with any change in the Base Rate to be effective as of the date of change of either of the following rates):

(a) the rate which the Administrative Agent so denominates and sets from time to time to be its prime lending rate, as in effect from time to time, and

(b) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum.

The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers; the Administrative Agent may

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make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate.

“ Base Rate Advance ” shall mean an Advance made or outstanding as (i) a Syndicated Loan bearing interest based on the Base Rate or (ii) an Advance bearing interest at the rate agreed upon between Borrower and the Lenders pursuant to Section 3.07 , Section 3.08 or Section 3.09 .

“ Bond Obligations ” shall mean all obligations of the Consolidated Companies arising under or pursuant to (a) that certain Lease Agreement dated as of December 1, 2001, by and between Development Authority of Fulton County, as lessor of certain equipment described therein (the “ Lessor ”), and Parent, as lessee of such equipment (in such capacity, the “ Lessee ”), and all other instruments, documents, and agreements relating to such lease or that certain $30,000,000 Development Authority of Fulton County Taxable Industrial Development Revenue Bond (ChoicePoint Inc. Project), Equipment Series (the “ Bond ”), including, without limitation, that certain Bond Guaranty Agreement dated as of December 31, 2001, issued by Parent, in its capacity as guarantor (in such capacity, the “ Bond Guarantor ”) in favor of Parent, in its capacity as purchaser of the Bond (the “ Bond Purchaser ”) pursuant to which the Bond Guarantor unconditionally guaranteed payment and performance of the debt service on the Bond for the benefit of the Bond Purchaser (the Bond Purchaser having financed the acquisition by the Lessor of the equipment which was leased to the Lessee); and (b) that certain Lease Agreement dated as of December 22, 2005, by and between Development Authority of Fulton County, as lessor of certain equipment described therein, and Parent, as lessee of such equipment (in such capacity, the “ 2005 Lessee ”), and all other instruments, documents, and agreements relating to such lease or that certain $60,000,000 Development Authority of Fulton County Taxable Industrial Development Revenue Bond (ChoicePoint Inc. Project), Equipment Series (the “ 2005 Bond ”); and, since Parent is (i) the Lessee, the Bond Purchaser and the Bond Guarantor with respect to the Bond and (ii) the 2005 Lessee with respect to the 2005 Bond, the Bond Obligations are not required to be classified as a liability of Parent in accordance with GAAP.

“ Borrower ” shall mean ChoicePoint Services Inc., a Georgia corporation, and its successors.

“ Borrowing ” shall mean the incurrence by Borrower under any Facility of Advances of one Type concurrently having the same Interest Period or the continuation or conversion of an existing Borrowing or Borrowings in whole or in part.

“ Business Day ” shall mean any day which is neither a Saturday or Sunday nor a legal holiday on which banks are required or authorized to close in Charlotte, North Carolina and New York, New York.

“ Capital Stock ” shall mean (a) in the case of a corporation, all capital stock of such Person, whether voting or nonvoting, including common stock and preferred stock of such Person (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited

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liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Change in Control Provision ” shall mean any term or provision contained in any indenture, debenture, note, or other agreement or document evidencing or governing Indebtedness of Parent evidencing debt or a commitment to extend loans in excess of $5,000,000 which requires, or permits the holder(s) of such Indebtedness of Parent to require that such Indebtedness of Parent be redeemed, repurchased, defeased, prepaid or repaid, either in whole or in part, or the maturity of such Indebtedness of Parent to be accelerated in any respect, as a result of a change in ownership of the Capital Stock of Parent or voting rights with respect thereto.

“ Closing Date ” shall mean the date of this Agreement or such later Business Day upon which the conditions set forth in Section 4.01 are satisfied or waived in accordance with Section  10.02 .

“ Commitment ” shall mean (i) for any Syndicated Lender at any time, its Syndicated Loan Commitment, (ii) for the Swing Line Lender at any time, its Swing Line Commitment, and (iii) for the applicable Issuing Lender at any time, its L/C Commitment, in each case as the context may require.

“ Compliance Certificate ” shall have the meaning set forth in Section 6.07(c) .

“ Consolidated Companies ” shall mean, collectively, Parent and all of its Subsidiaries other than the Receivables Subsidiaries.

“ Consolidated EBITDA ” shall mean, for any fiscal period of Parent, an amount, determined without duplication, equal to (A) the sum for such fiscal period of Consolidated Net Income (Loss) and, to the extent deducted in determining such Consolidated Net Income (Loss), provisions for (i) taxes based on income, (ii) Consolidated Interest Expense and (iii) depreciation and amortization expense, minus (B) any items of gain (or plus any items of loss) which were included in determining such Consolidated Net Income (Loss) and were (x) not realized in the ordinary course of business (whether or not classified as “ordinary” by GAAP), (y) the result of any sale of assets, or (z) resulting from minority investments, together with in the case of (x), (y) or (z), any related provision for taxes included in Consolidated Net Income (Loss) with respect thereto, plus (C) non-recurring non-cash charges, including without limitation, accruals related to any acquisition and earnouts incurred in connection with any acquisition to the extent not paid in cash. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a pro forma basis, in a manner reasonably acceptable to the Administrative Agent, to exclude, as of the first day of any applicable period, any Asset Sale closed during such period and to include, as of the first day of any applicable period, any acquisition of any Person which became a Subsidiary and any assets acquired by any Consolidated Company during such period, including, without limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of any such Asset Sale or acquisition closed during such period calculated on a basis consistent with GAAP and Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.

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“ Consolidated Interest Expense ” shall mean, for any fiscal period of Parent, total interest expense of the Consolidated Companies and the Receivables Subsidiaries (including, without limitation, interest expense attributable to capitalized leases, all net payment obligations pursuant to swap agreements (as defined in 11 U.S.C. § 101), all commissions, discounts and other fees and charges owed with respect to bankers acceptance financing, and total interest expense (whether shown as interest expense or as loss and expenses on sale of receivables) under a receivables purchase facility (including, without limitation, the Asset Securitization)) determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income (Loss) ” shall mean, for any fiscal period of Parent, the net income (or loss) of the Consolidated Companies and the Receivables Subsidiaries for such period (taken as a single accounting period), but excluding therefrom (to the extent otherwise included therein) the income of any Consolidated Company or any Receivables Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Consolidated Company or Receivables Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation.

“ Consolidated Net Worth ” shall mean, without duplication, as of any date of determination, shareholders’ equity of the Consolidated Companies, determined on a consolidated basis in conformity with GAAP.

“ Contractual Obligation ” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property owned by it is bound.

“ Credit Documents ” shall mean, collectively, this Agreement, the Notes, the Applications, the Guaranty Agreements, and all other documents, instruments, certificates and opinions executed and delivered in connection with the foregoing.

“ Credit Parties ” shall mean, collectively, each of Borrower, the Guarantors, and every other Person who from time to time executes a supplement to the Guaranty Agreements with respect to all or any portion of the Obligations.

“ Default ” shall mean any condition or event which, with notice or lapse of time or both, would constitute an Event of Default.

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

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“ Dollar ” and “ U.S. Dollar ” and the sign “ $ ” shall mean lawful money of the United States of America.

“ Dollar Amount ” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars at the most favorable spot exchange rate for the purchase of Dollars with such Alternative Currency, as determined by the Administrative Agent or the applicable Issuing Lender, as applicable, at approximately 11:00 a.m. (the time of the Administrative Agent’s Correspondent) two (2) Business Days prior to the date on which the foreign exchange computation is made.

“ Eligible Assignee ” shall mean any of the following (i) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $100,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $100,000,000; (iii) a commercial bank organized under the laws of any other country having total assets in excess of $100,000,000, provided that such bank is acting through a branch or agency located in the United States; (iv) a finance company, insurance company or other financial institution, lender or fund (whether a corporation, partnership or other entity) which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, and having total assets in excess of at least $100,000,000; (v) any Lender or any Affiliate of any Lender; or (vi) any other Person consented to by Borrower and the Administrative Agent, such consent not unreasonably to be withheld.

“ EMU ” shall mean economic and monetary union as contemplated in the Treaty on European Union.

“ EMU Legislation ” shall mean legislative measures of the Council of European Union for the introduction of, change over to or operation of the Euro.

“ Environmental Laws ” shall mean all federal, state, local and foreign statutes and codes or regulations, rules or ordinances issued, promulgated, or approved thereunder, now or hereafter in effect (including, without limitation, those with respect to asbestos or asbestos containing material or exposure to asbestos or asbestos containing material), relating to pollution or protection of the environment and relating to public health and safety, relating to (i) emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial toxic or hazardous constituents, substances or wastes, including without limitation, any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any Environmental Law into the environment (including without limitation, ambient air, surface water, ground water, land surface or subsurface strata), or (ii) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any Environmental Law, and (iii) underground storage tanks and related piping, and emissions, discharges and releases or threatened releases therefrom, such Environmental Laws to include, without limitation (i) the Clean Air Act (42 U.S.C. § 7401 et seq. ), (ii) the Clean Water

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Act (33 U.S.C. § 1251 et seq. ), (iii) the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), (iv) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), (v) the Comprehensive Environmental Response Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. § 9601 et seq. ), and (vi) all applicable national and local laws or regulations with respect to environmental control (including applicable laws of the Federal Republic of Germany or any applicable international agreements).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

“ ERISA Affiliate ” shall mean, with respect to any Person, each trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is under common control within the meaning of the regulations promulgated under Section 414 of the Tax Code.

“ Euro ” shall mean the single currency to which the Participating Member States of the EMU have converted.

“ Eurodollar Advance ” shall mean an Advance made or outstanding as a Syndicated Loan bearing interest based on LIBOR.

“ Eurodollar Business Day ” shall mean a Business Day (a) on which trading is carried on by and between banks in deposits for the applicable Permitted Currency in the London interbank market and (b) on which banks are open for the conduct of their domestic and international banking business in the place where the Administrative Agent or the Administrative Agent’s Correspondent shall make available Loans in such Permitted Currency. Notwithstanding the foregoing, with respect to any amount denominated or to be denominated in the Euro, any reference to a “Business Day” shall be construed as a reference to a TARGET Day.

“ Eurodollar Reserve Percentage ” shall mean, for any Lender which is a member bank of the Federal Reserve System and with respect to any Eurodollar Advance denominated in Dollars, on any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirement for such Lender in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on Eurodollar Advances is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to United States residents).

“ Event of Default ” shall have the meaning provided in Article VIII .

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.

“ Executive Officer ” shall mean, with respect to any Person, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, the General Counsel, the Treasurer, any Assistant Treasurer and any Person holding comparable offices or duties.

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“ Existing Credit Agreement ” shall mean that certain Revolving Credit Agreement dated as of December 29, 2004, by and among Parent, the Borrower, the lenders party thereto, Wachovia Bank, National Association, as administrative agent, and, SunTrust Bank, as syndication agent, as amended by the First Amendment to Revolving Credit Agreement, dated as of February 18, 2005, as further amended by the Second Amendment to Revolving Credit Agreement, dated as of December 16, 2005, and as otherwise amended as of the date hereof.

“ Existing Letters of Credit ” shall mean all letters of credit identified on Schedule 1.1(b) .

“ Facility ” or “ Facilities ” shall mean the credit facilities made available to Borrower pursuant to the Syndicated Loan Commitments, the Swing Line Commitment, and the L/C Facility, as the context may indicate.

“ Facility Fee ” shall have the meaning assigned to such term in Section 3.04 .

“ Federal Funds Rate ” shall mean, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. (Charlotte time). Rates for weekends or holidays shall be the same as the rate for the most immediately preceding Business Day.

“ Foreign Plan ” shall mean any pension, profit sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any Foreign Subsidiary which, under applicable local law, is required to be funded through a trust or other funding vehicle, but shall not include any benefit provided by a foreign government or its agencies.

“ Foreign Subsidiary ” shall mean each Consolidated Company that is organized under the laws of a jurisdiction other than the United States of America or any State thereof.

“ Funded Debt ” shall mean all Indebtedness for money borrowed, Indebtedness evidenced or secured by purchase money Liens, capitalized leases, outstandings under asset securitization vehicles, conditional sales contracts and similar title retention debt instruments, including any current maturities of the foregoing, which by its terms matures more than one year from the date of any calculation thereof or which is renewable or extendable at the option of the obligor to a date beyond one year from such date. The calculation of Funded Debt shall include (i) all Funded Debt of the Consolidated Companies and the Receivables Subsidiaries, plus (ii) all Funded Debt of other Persons to the extent guaranteed by a Consolidated Company or a Receivables Subsidiary, to the extent supported by a letter of credit issued for the account of a Consolidated Company or a Receivables Subsidiary, or as to which and to the extent which a Consolidated Company or a Receivables Subsidiary or their respective assets otherwise have become liable for payment thereof, plus (iii) the redemption amount with respect to the stock of Parent required to be redeemed during the next succeeding twelve months at the option of the holder or its Subsidiaries. Notwithstanding the foregoing, “Funded Debt” shall exclude (x) the

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Lease Obligations, in an aggregate amount not to exceed $100,000,000 (but Lease Obligations in excess of $100,000,000 shall be included in “Funded Debt”), and (y) all operating lease obligations.

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ Guarantors ” shall mean, collectively, Parent and all Material Subsidiaries in existence on the Closing Date and listed on Schedule 5.13 , and all other Material Subsidiaries formed, acquired or existing after the Closing Date, but excluding all Foreign Subsidiaries and those Guarantors released from the Guaranty Agreements pursuant to Section 10.13 or otherwise.

“ Guaranty ” shall mean any contractual obligation, contingent or otherwise, of a Person with respect to any Indebtedness or other obligation or liability of another Person, including without limitation, any such Indebtedness, obligation or liability directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including contractual obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or any agreement to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make any payment other than for value received. The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which guaranty is made or, if not so stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“ Guaranty Agreements ” shall mean, collectively, (i) the Subsidiary Guaranty Agreement, dated as of the Closing Date, executed by each of the Guarantors (other than Parent) in favor of the Lenders and the Administrative Agent, substantially in the form of Exhibit C , as the same may be amended, restated or supplemented from time to time, (ii) the Contribution Agreement, dated as of the Closing Date, executed by each of the Guarantors (including the Parent) and Borrower in favor of the Lenders and the Administrative Agent, substantially in the form of Exhibit D , as the same may be amended, restated or supplemented from time to time, and (iii) the Parent Guaranty Agreement, substantially in the form of Exhibit E .

“ Hazardous Substances ” shall have the meaning assigned to that term in the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986.

“ Indebtedness ” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money and for the deferred purchase price of property or services, and

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obligations evidenced by bonds, debentures, notes or other similar instruments; (ii) all rental obligations under leases required to be capitalized under GAAP; (iii) all Guaranties of such Person; (iv) all obligations, contingent or otherwise, of such Person relative to the face amount of letters of credit, whether or not drawn, including, without limitation (but without duplication), any Reimbursement Obligations, and banker’s acceptances issued for the account of such Person; (v) Indebtedness of others secured by any Lien upon property owned by such Person, whether or not assumed; (vi) obligations or other liabilities under currency contracts, interest rate hedging contracts, or similar agreements or combinations thereof to the extent required to be disclosed in such Person’s financial statements in accordance with GAAP; (vii) the Lease Obligations and (viii) the outstanding attributed principal amount under the Asset Securitization or similar financing. Notwithstanding the foregoing, “Indebtedness” shall exclude the Bond Obligations to the extent not required to be classified as a liability in accordance with GAAP.

“ Interest Period ” shall mean as to any Eurodollar Advances, the interest period selected by Borrower pursuant to Section 3.03(a) .

“ Investment ” shall mean, when used with respect to any Person, any direct or indirect advance, loan or other extension of credit (other than the creation of receivables in the ordinary course of business) or capital contribution by such Person (by means of transfers of property to others or payments for property or services for the account or use of others, or otherwise) to any Person, or any direct or indirect purchase or other acquisition by such Person of, or of a beneficial interest in, Capital Stock, partnership interests, bonds, notes, debentures or other securities issued by any other Person. Each Investment shall be valued as of the date made; provided that any Investment or portion of an Investment consisting of Debt shall be valued at the outstanding principal balance thereof as of the date of determination.

“ ISP98 ” shall mean the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590.

“ Issuing Lender ” shall mean (a) with respect to the Existing Letters of Credit, Wachovia, in its capacity as issuer thereof, or any successor thereto and (b) with respect to Letters of Credit issued hereunder on or after the Closing Date, Wachovia or an Additional Issuing Lender, as applicable, in its capacity as issuer of such Letter of Credit.

“ L/C Commitment ” shall mean the lesser of (a) $50,000,000 and (b) the total Syndicated Loan Commitments.

“ L/C Facility ” shall mean the letter of credit facility established pursuant to Article IIA hereof.

“ L/C Obligations ” shall mean at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 2A.05.

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“ L/C Participants ” shall mean the collective reference to all the Lenders other than the applicable Issuing Lender.

“ Lease Documents ” shall mean, collectively, (i) that certain Lease Agreement, dated as of July 31, 1997, by and between Parent, as lessee, and SunTrust Banks, Inc., as lessor, pursuant to which Parent has leased its office building located at 1000 Alderman Drive, Alpharetta, Georgia 30005, (ii) that certain Master Agreement, dated as of July 31, 1997, by and among Parent as lessee, SunTrust Banks, Inc., as lessor and SunTrust Bank, Atlanta, as Agent, (iii) that certain Lease Agreement, dated as of August 29, 2001, by and between Parent and certain of its Subsidiaries, as lessees, and Atlantic Financial Group, Ltd., as lessor, as amended and restated by that certain Amended and Restated Master Lease Agreement, dated as of June 26, 2003, by and between Parent, as lessee and SunTrust Equity Funding, LLC, as lessor, pursuant to which Parent has leased certain real property located at 1100 Alderman Drive, Alpharetta, GA 30005, (iv) that certain Master Agreement, dated as of August 29, 2001, by and among Parent and certain of its Subsidiaries, as lessees, Parent, as guarantor, Atlantic Financial Group, Ltd., as lessor, and SunTrust Bank, as Agent, as amended and restated by that certain Amended and Restated Master Agreement, dated as of June 26, 2003, by and among Parent as lessee, SunTrust Equity Funding, LLC, as lessor and SunTrust Bank, as Agent, (v) Lease Agreement by the Development Authority of Fulton County, as lessor, and Atlantic Financial Group, Ltd., as lessee, dated as of December 1, 2001, wherein, in connection with a Development Authority of Fulton County Taxable Industrial Development Revenue Bond (ChoicePoint Inc. Project), Building Series, which bond is in the maximum principal amount of $52,200,000, the property subject to the Master Agreement and the Lease Agreement described in clauses (iii) and (iv) was transferred by Atlantic Financial Group, Ltd. to Development Authority of Fulton County, leased back by Atlantic Financial Group, Ltd. and subleased by Parent from Atlantic Financial Group, Ltd., still subject to such Master Agreement and the terms contained in such Lease Agreement and with respect to which Atlantic Financial Group, Ltd. subsequently assigned its rights, title and interests to SunTrust Equity Funding, LLC, (vi) Lease Agreement, Common Definitions and Provisions Agreement, Purchase Agreement, TI Authorization and Funding Agreement, and Closing Certificate and Agreement, each between Parent, as lessee, and BNP Paribas Leasing Corporation, as lessor, dated as of June 1, 2006, pursuant to which Parent has leased certain real property located at Bluegrass Promenade, 1200 Bluegrass Lakes Parkway, Cumming, Georgia, (vii) Lease Agreement (Headquarters), Common Definitions and Provisions Agreement, Purchase Agreement, and Closing Certificate and Agreement, each between Parent, as lessee, and BNP Paribas Leasing Corporation, as lessor, to be executed and delivered on or about November 30, 2006, pursuant to which the Lease Documents described in clauses (i) and (ii) will be replaced as to the property described therein, such Lease Documents described in clauses (i) and (ii) to be assigned by SunTrust Equity Funding, LLC to BNP Paribas Leasing Corporation and then amended and restated thereby, (viii) Sublease Agreement (Data Center), Common Definitions and Provisions Agreement, Purchase Agreement, and Closing Certificate and Agreement, each between Parent, as sublessee, and BNP Paribas Leasing Corporation, as sublessor, to be executed and delivered on or about November 30, 2006, pursuant to which the Lease Documents described in clauses (iii) and (iv) will be replaced as to the property described therein, such Lease Documents described in clauses (iii) and (iv) to be assigned (together with the Lease Agreement described in clause (v)) by SunTrust Equity Funding, LLC to BNP Paribas Leasing Corporation and then amended and restated thereby, and (ix )  all other documents,

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instruments and agreements executed in connection therewith (as the same may be amended, restated, supplemented or otherwise modified from time to time as permitted by this Agreement).

“ Lease Obligations ” shall mean the obligations of Parent under the Lease Documents in an aggregate amount not to exceed $100,000,000, as such amount may be increased pursuant to Section 7.12 .

“ Lender ” or “ Lenders ” shall mean Wachovia, SunTrust Bank and the other banks and lending institutions listed on the signature pages hereof, each other bank or financial institution which becomes a Lender hereunder pursuant to Section 2.05(c) , and each assignee thereof, if any, pursuant to Section 10.06(c) .

“ Lending Office ” shall mean for each Lender the office such Lender may designate in writing from time to time to Borrower and the Administrative Agent with respect to each Type of Loan.

“ Letters of Credit ” shall have the meaning assigned thereto in Section 2A.01 and shall include the Existing Letters of Credit.

“ LIBOR ” shall mean, for any Interest Period, with respect to Eurodollar Advances under the Syndicated Loan Commitments, the offered rate for deposits in the Permitted Currency in which such Eurodollar Advance is to be made, for a period comparable to the Interest Period and in an amount comparable to the Administrative Agent’s portion of such Advances, appearing on Telerate Page 3750 (or the applicable Reuters Screen Page, as determined by the Administrative Agent) as of 11:00 a.m. (London, England time) on the day that is two Eurodollar Business Days prior to the first day of the Interest Period. If two or more of such rates appear on such Telerate Page, the rate shall be the arithmetic mean of such rates. If the foregoing rate is unavailable from Telerate for any reason, then such rate shall be determined by the Administrative Agent from the Reuters Screen LIBO Page or, if such rate is also unavailable on such service, then on any other interest rate reporting service of recognized standing designated in writing by the Administrative Agent to Borrower and the other Lenders; in any such case rounded, if necessary, to the next higher 1/100 ^th of 1%, if the rate is not such a multiple.

“ LIBOR Market Index Rate ” means, for any date, a rate equal to LIBOR for an Interest Period of one month.

“ Lien ” shall mean any mortgage, pledge, security interest, lien, charge, hypothecation, assignment, deposit arrangement, title retention, preferential property right, trust or other arrangement having the practical effect of the foregoing and shall include the interest of a vendor or lessor under any conditional sale agreement, capitalized lease or other title retention agreement.

“ Loans ” shall mean, collectively, the Syndicated Loans and the Swing Line Loans.

“ Mandatory Cost ” shall mean the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 1.1(c) .

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“ Margin Regulations ” shall mean Regulation T, Regulation U and Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time.

“ Margin Stock ” shall have the meaning set forth in the Margin Regulations.

“ Materially Adverse Effect ” shall mean any materially adverse change in (i) the business, assets, liabilities, financial condition or results of operations of the Consolidated Companies, taken as a whole, (ii) the ability of Borrower to perform its obligations under this Agreement, or (iii) the ability of the other Credit Parties (taken as a whole) to perform their respective obligations under the Credit Documents.

“ Material Subsidiary ” shall mean each Subsidiary of Parent, now existing or hereafter established or acquired, that at any time prior to the Maturity Date (i) has or acquires assets which constitute fifteen percent (15%) or more of the Total Assets or (ii) accounts for or produces fifteen percent (15%) or more of Consolidated EBITDA during any period of four (4) consecutive fiscal quarters of Parent; provided , that “Material Subsidiaries” (collectively with Borrower) shall at all times constitute more than seventy-five percent (75%) of Consolidated EBITDA for any period of four (4) consecutive fiscal quarters of Parent.

“ Maturity Date ” shall mean the earlier of (i) October 25, 2011, and (ii) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable pursuant to the provisions of Article VIII .

“ Multiemployer Plan ” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

“ Notes ” shall mean, collectively, the Syndicated Notes and the Swing Line Note.

“ Notice of Account Designation ” shall have the meaning provided in Section 3.01(a) .

“ Notice of Borrowing ” shall have the meaning provided in Section 2.06(a) .

“ Notice of Conversion/Continuation ” shall have the meaning provided in Section 2.06(b) .

“ Notice of Prepayment ” shall have the meaning provided in Section 3.05(a)(ii) .

“ Obligations ” shall mean all amounts owing to the Administrative Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document, including without limitation, all Loans (including all principal and interest payments due thereunder), L/C Obligations, fees, expenses, indemnification and reimbursement payments, indebtedness, liabilities, and obligations of the Credit Parties, direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising, together with all renewals, extensions, modifications or refinancings thereof, and all existing and future obligations of Borrower under any swap agreement (as defined in 11 U.S.C. § 101) with any Lender or any Affiliate of a Lender at the time such swap agreement is executed.

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“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Parent ” shall mean ChoicePoint Inc., a Georgia corporation, and its successors.

“ Parent Guaranty Agreement ” shall mean the Parent Guaranty Agreement, dated as of the Closing Date, substantially in the form of Exhibit E (modified as appropriate for execution by Parent) executed by Parent in favor of the Lenders and the Administrative Agent, as the same may be amended, restated or supplemented from time to time, executed by Parent in favor of the Lenders and the Administrative Agent, as the same may be amended, restated or supplemented from time to time.

“ Participant ” shall have the meaning provided in Section 10.06(e) .

“ Participating Member State ” shall mean each state so described in any EMU Legislation.

“ Payment Office ” shall mean the office specified as the “Payment Office” for the Administrative Agent in Section 10.01(c) , or such other location as to which the Administrative Agent shall have given written notice to Borrower and the Lenders.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation, or any successor thereto.

“ Permitted Currency ” shall mean Dollars or any Alternative Currency, or each such currency, as the context requires.

“ Permitted Liens ” shall mean those Liens expressly permitted by Section 7.01 .

“ Person ” shall mean any individual, limited liability company, partnership, firm, corporation, association, joint venture, trust or other entity, or any government or political subdivision or agency, department or instrumentality thereof.

“ Plan ” shall mean any “employee benefit plan” (as defined in Section 3(3) of ERISA), including, but not limited to, any defined benefit pension plan, profit sharing plan, money purchase pension plan, savings or thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer Plan, or any plan, fund, program, arrangement or practice providing for medical (including post-retirement medical), hospitalization, accident, sickness, disability, or life insurance benefits, but shall exclude any Foreign Plan.

“ Pounds Sterling ” shall mean, at any time of determination, the then official currency of the United Kingdom of Great Britain and Northern Ireland.

“ Pro Rata Share ” shall mean, with respect to each of the Syndicated Loan Commitments of each Syndicated Lender and each Syndicated Loan to be made by and each payment (including, without limitation, any payment of principal, interest or fees) to be made to each such Lender, the percentage designated as such Lender’s Pro Rata Share of such Commitments, such Loans or such payments, as applicable, set forth on Schedule 1.1(a) , as such percentage may change based upon amendments, assignments or reductions made pursuant to this Agreement.

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“ Receivables Subsidiaries ” shall mean, collectively, ChoicePoint Capital, Inc., a Delaware corporation and ChoicePoint Financial, Inc., a Delaware corporation.

“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time.

“ Reimbursement Obligation ” shall mean the obligation of Borrower to reimburse each Issuing Lender pursuant to Section 2A.05 for amounts drawn under Letters of Credit.

“ Required Lenders ” shall mean at any time prior to the termination of the Syndicated Loan Commitments, Lenders holding more than 50% of the then aggregate amount of the Syndicated Loan Commitments, or, following the termination of the Syndicated Loan Commitments hereunder, Lenders holding more than 50% of the sum of the aggregate outstanding Dollar Amount of Loans and L/C Obligations; provided that the Commitment of, and the portion of the Loans and L/C Obligations of, as applicable, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“ Requirement of Law ” for any person shall mean the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reuters Screen ” shall mean, when used in connection with any designated page and LIBOR, the display page so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying rates comparable to LIBOR).

“ Revaluation Date ” shall mean (a) with respect to any Alternative Currency Loan, each of the following: (i) each date of a borrowing of such Alternative Currency Loan, (ii) each date of a continuation of such Alternative Currency Loan, and (iii) following the occurrence and during the continuance of an Event of Default, such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Alternative Currency Letter of Credit, each of the following: (i) each date of issuance of such Alternative Currency Letter of Credit, (ii) each date of an amendment of such Alternative Currency Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by any Issuing Lender of any drawing under any Alternative Currency Letter of Credit, and (iv) following the occurrence and during the continuance of an Event of Default, such additional dates as the Administrative Agent or any Issuing Lender shall determine or the Required Lenders shall require.

“ Sanctioned Entity ” shall mean (i) an agency of the government of, (ii) an organization directly or indirectly controlled by, or (iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at

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http://www.treas.gov/offices/enforcement/ofac/programs , or as otherwise published from time to time as such program may be applicable to such agency, organization or person.

“ Sanctioned Person ” shall mean a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/ enforcement/ofac/sdn/index.html , or as otherwise published from time to time.

“ SEC ” means the Securities and Exchange Commission (or successors thereto or an analogous governmental authority).

“ Solvent ” shall mean, as to Borrower or any Guarantor at any time, that (i) each of the fair value and the present fair saleable value of such Person’s assets (including any rights of subrogation or contribution to which such Person is entitled, under any of the Credit Documents or otherwise) is greater than such Person’s debts and other liabilities (including contingent, unmatured and unliquidated debts and liabilities) and the maximum estimated amount required to pay such debts and liabilities as such debts and liabilities mature or otherwise become payable; (ii) such Person is able and expects to be able to pay its debts and other liabilities (including, without limitation, contingent, unmatured and unliquidated debts and liabilities) as they mature; and (iii) such Person does not have unreasonably small capital to carry on its business as conducted and as proposed to be conducted.

“ Subsidiary ” shall mean, with respect to any Person, any corporation or other entity (including, without limitation, partnerships, joint ventures, and associations) regardless of its jurisdiction of organization or formation, at least a majority of the total combined voting power of all classes of voting stock or other ownership interests of which shall, at the time as of which any determination is being made, be owned by such Person, either directly or indirectly through one or more other Subsidiaries; provided , that the Receivables Subsidiaries shall not be deemed to be Subsidiaries of Parent hereunder.

“ Swing Line Advance ” shall mean a Borrowing pursuant to Section 2.07 consisting of a Swing Line Loan made by the Swing Line Lender to Borrower bearing interest based on the Base Rate or the LIBOR Market Index Rate as provided in Section 3.02 .

“ Swing Line Borrowing ” shall mean a Borrowing consisting or to consist of a Swing Line Advance.

“ Swing Line Commitment ” shall mean the commitment of the Swing Line Lender to make Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed the lesser of (a) $50,000,000 and (b) the total Syndicated Loan Commitments.

“ Swing Line Facility ” shall mean the credit facility described in Section 2.07 .

“ Swing Line Lender ” shall mean Wachovia in its capacity as Swing Line Lender hereunder or any successor Lender extending to Borrower the Swing Line Commitment hereunder.

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“ Swing Line Loans ” shall mean, collectively, the loans made to Borrower by the Swing Line Lender pursuant to Section 2.07 .

“ Swing Line Note ” shall mean the promissory note evidencing the Swing Line Loans substantially in the form of Exhibit B and duly completed in accordance with the terms hereof.

“ Syndicated Advance ” shall mean a Borrowing pursuant to Section 2.02 consisting of the aggregate amount of Syndicated Loans made by the Syndicated Lenders to Borrower at the same time, on the same interest rate basis and, if made as a Eurodollar Advance, for the same Interest Period.

“ Syndicated Borrowing ” shall mean a Borrowing consisting or to consist of a Syndicated Advance.

“ Syndicated Facility ” shall mean the credit facility made available by the Syndicated Lenders to Borrower as described in Section 2.02(a) .

“ Syndicated Lenders ” shall mean, collectively, the Lenders extending the Syndicated Loan Commitments to Borrower pursuant to Section 2.02(a) .

“ Syndicated Loan Commitments ” shall mean, at any time for any Syndicated Lender, the amount of such commitment set forth on Schedule 1.1(a) , as the same may be increased or decreased from time to time as a result of any reduction thereof pursuant to Section 2.04 , any assignment thereof pursuant to Section 10.06 , or any amendment thereof pursuant to Section 10.02 . On the Closing Date, the aggregate principal amount of all Syndicated Loan Commitments of the Syndicated Lenders shall be $600,000,000.

“ Syndicated Loans ” shall mean, collectively, the loans made to Borrower by the Syndicated Lenders pursuant to Section 2.02 .

“ Syndicated Notes ” shall mean, collectively, the promissory notes evidencing the Syndicated Loans in the form attached hereto as Exhibit A duly completed in accordance with the terms hereof, either as originally executed or as hereafter amended, modified or substituted.

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

“ Tax Code ” shall mean the Internal Revenue Code of 1986, as amended and in effect from time to time.

“ Taxes ” shall mean any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including without limitation, income, receipts, excise, property, sales, transfer, license, payroll, withholding, social security and franchise taxes now or hereafter imposed or levied by the United States, or any state, local or

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foreign government or by any department, agency or other political subdivision or taxing authority thereof or therein and all interest, penalties, additions to tax and similar liabilities with respect thereto.

“ Telerate ” shall mean, when used in connection with any designated page and LIBOR, the display page so designated on the Dow Jones Markets Screen (or such other page as may replace that page on that service for the purpose of displaying rates comparable to LIBOR).

“ Total Assets ” shall mean the total assets of the Consolidated Companies, determined in accordance with GAAP.

“ Treaty on European Union ” shall mean the Treaty of Rome of March 25, 1957, as amended by the Single European Act of 1986 and the Maastricht Treaty (signed February 7, 1992), as amended from time to time.

“ Type ” of Borrowing shall mean a Borrowing consisting of Base Rate Advances, Eurodollar Advances, or Swing Line Advances.

“ Uniform Customs ” shall mean the Uniform Customs and Practice for Documentary Credits (1993 Revision), effective January 1994 International Chamber of Commerce Publication No. 500.

Section 1.02 Accounting Terms and Determination . Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared, and all financial records shall be maintained in accordance with, GAAP, except that financial records of Foreign Subsidiaries may be maintained in accordance with generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary; provided , however , that compliance with the financial covenants and calculations set forth in Section 6.08 , Article VII and elsewhere herein, and in the definitions used in such covenants and calculations, shall be calculated, made and applied in accordance with GAAP and such generally accepted accounting principles in such foreign jurisdictions, as the case may be, as in effect on the date of this Agreement applied on a basis consistent with the preparation of the financial statements referred to in Section 5.14 unless and until Borrower and the Required Lenders enter into an amendment with respect thereto in accordance with Section 10.02 .

Section 1.03 Other Definitional Terms . The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified. Any of the terms defined in Section 1.01 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference.

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Section 1.04 Exhibits and Schedules . All Exhibits and Schedules attached hereto are by reference made a part hereof.

ARTICLE II

SYNDICATED LOANS AND SWING LINE LOANS

Section 2.01 Description of Revolving Credit Facilities; Use of Proceeds .

(a) Subject to and upon the terms and conditions herein set forth, (i) the Syndicated Lenders hereby establish in favor of Borrower a revolving credit facility pursuant to which such Syndicated Lenders agree to make Syndicated Loans to Borrower in accordance with Section 2.02 , (ii) the Issuing Lenders hereby establish in favor of Borrower a letter of credit facility pursuant to which the Issuing Lenders agree to issue Letters of Credit on behalf of Borrower in accordance with Article IIA hereof, and (iii) the Swing Line Lender hereby establishes in favor of Borrower a swing line credit facility pursuant to which the Swing Line Lender agrees to make Swing Line Loans to Borrower in accordance with Section 2.07; provided , however , that (i) in no event may the aggregate principal Dollar Amount of all outstanding Loans and L/C Obligations exceed at any time the total Syndicated Loan Commitments from time to time in effect, (ii) in no event may the aggregate principal Dollar Amount of all outstanding Alternative Currency Loans and L/C Obligations with respect to Alternative Currency Letters of Credit exceed at any time the Alternative Currency Commitment and (iii) in no event may the aggregate outstanding principal Dollar Amount of the Syndicated Loans of each Syndicated Lender plus such Syndicated Lender’s Pro Rata Share of the outstanding principal Dollar Amount of Swing Line Loans and outstanding L/C Obligations exceed such Syndicated Lender’s Syndicated Loan Commitment.

(b) The proceeds of the Syndicated Loans, the Letters of Credit and the Swing Line Loans shall be used to refinance existing indebtedness of Parent under the Existing Credit Agreement, for share repurchases, as working capital and for other general corporate purposes of Parent and its Consolidated Subsidiaries, including without limitation, capital expenditures in the ordinary course of business otherwise permitted hereunder, acquisitions of the assets of, or the Capital Stock of, any other Person permitted hereunder and the payment of reasonable fees and expenses related to the Facilities.

(c) At no time shall the number of outstanding Borrowings comprised of Eurodollar Advances exceed ten (10).

Section 2.02 Syndicated Loans .

(a) Subject to and upon the terms and conditions herein set forth (including the limitation set forth in Section 2.01 ), each Syndicated Lender severally agrees to make to Borrower, from time to time on and after the Closing Date, but prior to the Maturity Date, Syndicated Loans in a Permitted Currency in an aggregate principal Dollar Amount outstanding at any time not to exceed an amount equal to such Syndicated Lender’s Syndicated Loan Commitment less such Syndicated Lender’s Pro Rata Share of the outstanding principal Dollar Amount of Swing Line Loans and outstanding L/C Obligations. Borrower shall be entitled to

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repay and reborrow Syndicated Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in Section 2.01 ).

(b) Each Syndicated Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances; provided that all Alternative Currency Loans shall be made as Eurodollar Advances only and shall be subject to the customary terms and procedures of the Administrative Agent with respect thereto. The aggregate principal amount of each Borrowing of Syndicated Loans shall be not less than $5,000,000 or a greater integral multiple of $500,000 (or, in each case, the Alternative Currency Amount thereof), provided that each Borrowing of Syndicated Loans comprised of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000.

Section 2.03 Syndicated Notes; Repayment of Principal .

(a) Borrower’s obligations to pay the principal of, and interest on, the Syndicated Loans to each Syndicated Lender shall be evidenced by the records of the Administrative Agent and such Lender and by the Syndicated Note payable to such Lender (or the assignor of such Lender) completed in conformity with this Agreement.

(b) All outstanding principal amounts under the Syndicated Loan Commitments shall be due and payable in full on the Maturity Date.

Section 2.04 Voluntary Reduction of Syndicated Loan Commitments . Upon at least three (3) Business Days’ prior written notice to the Administrative Agent, Borrower shall have the right, without premium or penalty, to terminate the unutilized Syndicated Loan Commitments, in part or in whole, provided that (i) any such termination shall apply to proportionately and permanently reduce the Syndicated Loan Commitments of each of the Syndicated Lenders, and (ii) any partial termination pursuant to this Section 2.04 shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000. Any portion of the Syndicated Loan Commitments terminated pursuant to this Section 2.04 may not be reinstated.

Section 2.05 Increase of Syndicated Loan Commitments .

(a) At any time within four (4) years of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Borrower may, by written notice to the Syndicated Lenders and in consultation with the Administrative Agent, request increases in the Syndicated Loan Commitments; provided that the aggregate amount of the Syndicated Loan Commitments of the Syndicated Lenders, as increased, shall not exceed $750,000,000 (each, a “ Requested Commitment Increase ”). Each Requested Commitment Increase shall be in a minimum amount of $25,000,000. No Syndicated Lender (or any successor thereto) shall have any obligation to increase its Syndicated Loan Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Syndicated Lender to increase its Syndicated Loan Commitment shall be made in its sole discretion independently from any other Syndicated Lender. Within fifteen (15) Business Days from each Syndicated Lender’s

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receipt of such request from Borrower, each Syndicated Lender shall notify the Administrative Agent in writing of whether or not it will agree to increase its Syndicated Loan Commitment and by what amount it will agree to increase its Syndicated Loan Commitment, up to its Pro Rata Share of the Requested Commitment Increase. Decisions to increase a Syndicated Loan Commitment must be affirmatively communicated in writing and shall not be presumed based upon a failure to respond to Borrower’s request.

(b) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the written notices delivered by the Syndicated Lenders to the Administrative Agent pursuant to clause (a) above, the Administrative Agent shall first offer to the Syndicated Lenders who have agreed to increase their Syndicated Loan Commitments the opportunity to further increase their Syndicated Loan Commitments up to an amount equal to the Requested Commitment Increase. Such Syndicated Lenders shall promptly respond in writing to the Administrative Agent (but, in any event, within five (5) Business Days from each Syndicated Lender’s receipt of such notice) of whether or not it will agree to further increase its Syndicated Loan Commitment and by what amount it will agree to further increase its Syndicated Loan Commitment. Within five (5) Business Days after receipt of all responses from such Syndicated Lenders, the Administrative Agent shall inform Borrower and all Syndicated Lenders in writing of the amount by which each Syndicated Lender will increase its Syndicated Loan Commitment.

(c) In the event that the aggregate amount to which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments is less than the Requested Commitment Increase based on the notice from the Administrative Agent to Borrower and all Syndicated Lenders pursuant to clause (b) above, Borrower shall have the right, within sixty days (60) after receipt of such notice from the Administrative Agent, to obtain commitments from new banks or financial institutions in an aggregate amount such that the existing Syndicated Loan Commitments, plus the aggregate principal amount by which the Syndicated Lenders are willing to increase their Syndicated Loan Commitments, plus the aggregate principal amount of the new commitments by the new banks or financial institutions does not exceed the Requested Commitment Increase; provided , however , that (i) the new banks or financial institutions must be acceptable to the Administrative Agent in its sole discretion, which acceptance will not be unreasonably withheld or delayed, and (ii) the new banks or financial institutions must become parties to this Agreement pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and the Required Lenders, pursuant to which (x) they shall be granted all of the rights that existing Lenders have under this Agreement and the other Credit Documents and (y) they shall assume the same liabilities and obligations that the existing Lenders have under this Agreement.

(d) The outstanding Syndicated Loans will be reallocated on the effective date of such increase among the Syndicated Lenders in accordance with their revised Syndicated Loan Commitments and Pro Rata Shares (and the Syndicated Lenders agree to make all payments and adjustments necessary to effect the reallocation and Borrower shall pay any and all costs required pursuant to Section 3.11 in connection with such reallocation as if such reallocation were a repayment; provided , that the Administrative Agent and the Borrower shall cooperate in scheduling the effective date of such increase so as to eliminate or minimize the amount of any such funding losses to the extent reasonably practicable). Each Requested Commitment Increase

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granted pursuant to this Section shall result in a corresponding increase in the availability of Alternative Currency Loans by an amount equal to 50% of such Requested Commitment Increase.

Section 2.06 Syndicated Loan Funding Notices .

(a) Whenever Borrower desires to obtain a Syndicated Loan with respect to the Syndicated Loan Commitments (other than one resulting from a conversion or continuation pursuant to Section 2.06(b) ), it shall give the Administrative Agent prior written notice of such Borrowing substantially in the form attached hereto as Exhibit J (or telephonic notice promptly confirmed in writing) (a “ Notice of Borrowing ”), such Notice of Borrowing to be given prior to 11:00 a.m. (Charlotte, North Carolina time) at its Payment Office (x) four (4) Eurodollar Business Days prior to the requested date of such Borrowing in the case of Eurodollar Advances denominated in an Alternative Currency, (y) three (3) Eurodollar Business Days prior to the requested date of such Borrowing in the case of Eurodollar Advances denominated in Dollars, and (z) on the date of such Borrowing (which shall be a Business Day) in the case of a Borrowing consisting of Base Rate Advances. Notices received after 11:00 a.m. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify the aggregate principal amount of the Borrowing, the date of Borrowing (which shall be a Business Day), and whether the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in the case of Eurodollar Advances) the Permitted Currency in which such Borrowing is to be denominated and the Interest Period to be applicable thereto.

(b) Whenever Borrower desires to convert all or a portion of an outstanding Borrowing under the Syndicated Loan Commitments, consisting of Base Rate Advances into one or more Borrowings consisting of Eurodollar Advances, or to continue outstanding a Borrowing consisting of Eurodollar Advances for a new Interest Period, it shall give the Administrative Agent at least four (4) Eurodollar Business Days’ (with respect to an Alternative Currency Loan) and three (3) Eurodollar Business Days’ (with respect to a Loan denominated in Dollars) prior written notice substantially in the form attached hereto as Exhibit K (or telephonic notice promptly confirmed in writing) (a “ Notice of Conversion/Continuation ”). Such notice shall be given prior to 11:00 a.m. (Charlotte, North Carolina time) on the date specified at the Payment Office of the Administrative Agent. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Advances to be converted or continued, the date of such conversion or continuation, whether the Advances are being converted into or continued as Eurodollar Advances, the Permitted Currency in which such Advances are denominated and the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrower shall be deemed to have elected to convert or continue such Borrowing to a Borrowing consisting of Base Rate Advances in Dollars. So long as any Default or Event of Default shall have occurred and be continuing, no Borrowing may be converted into or continued as (upon expiration of the current Interest Period) Eurodollar Advances unless the Administrative Agent and each of the Syndicated Lenders shall have otherwise consented in writing. No conversion of any Borrowing of Eurodollar Advances shall be permitted except on the last day of the Interest Period in respect thereof.

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(c) Without in any way limiting Borrower’s obligation to confirm in writing any telephonic notice, the Administrative Agent may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be from Borrower prior to receipt of written confirmation. In each such case, Borrower hereby waives the right to dispute the Administrative Agent’s records of the terms of such telephonic notice, absent manifest error.

(d) The Administrative Agent shall promptly give each Syndicated Lender notice by telephone (confirmed in writing) or by telecopy or facsimile transmission of the matters covered by the notices given to the Administrative Agent pursuant to this Section 2.06 with respect to the Syndicated Loan Commitments.

Section 2.07 Swing Line Loans .

(a) Subject to and upon the terms and conditions herein set forth (including the limitation set forth in Section 2.01 ), the Swing Line Lender agrees to make to Borrower, from time to time prior to the Maturity Date, Swing Line Loans in Dollars for periods of up to ninety (90) days in an aggregate principal amount outstanding at any time not to exceed the Swing Line Commitment then in effect. Borrower shall be entitled to repay and reborrow Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in Section 2.01 ). The aggregate principal amount of each Swing Line Loan shall be not less than $100,000 or a greater integral multiple of $100,000.

(b) Each Swing Line Loan shall be made as a Swing Line Advance.

(c) Whenever Borrower desires to make a Swing Line Borrowing, it shall give the Swing Line Lender (with a copy to the Administrative Agent, unless the Administrative Agent is also the Swing Line Lender) prior written notice in the form of a Notice of Borrowing (or telephonic notice promptly confirmed in writing) of such Swing Line Borrowing prior to 12:00 noon (Charlotte, North Carolina time) on the date of such Swing Line Borrowing, specifying the aggregate principal amount of the Swing Line Borrowing, the date of such Swing Line Borrowing (which shall be a Business Day) and whether such Swing Line Borrowing shall bear interest at the Base Rate or the LIBOR Market Index Rate.

(d) Borrower’s obligations to pay the principal of, and interest on, the Swing Line Loans shall be evidenced by the records of the Administrative Agent and the Swing Line Lender and by the Swing Line Note payable to the Swing Line Lender (or the assignor of such Swing Line Lender) completed in conformity with this Agreement.

(e) The outstanding principal amount under each Swing Line Loan shall be due and payable in full on the Maturity Date.

(f) At any time on the request of the Swing Line Lender, each Syndicated Lender other than the Swing Line Lender shall purchase a participating interest in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (based upon on its respective Syndicated Loan Commitment) of such Swing Line Loans, and the Swing Line Lender shall furnish each Syndicated Lender with a certificate evidencing such participating interest. Such purchase shall

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be made on the third Business Day after such request is made; provided , however , that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Swing Line Loan outstanding as a Swing Line Advance shall not be required to be made until the expiration of the current interest period in effect for such Swing Line Loan. On the date of such required purchase, each Syndicated Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any such Syndicated Lender the funds for its participating interest in a Swing Line Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Syndicated Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Syndicated Lender’s participating interest was outstanding and funded); provided , however , that if such payment received by the Administrative Agent is required to be returned, such Syndicated Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Syndicated Lender’s obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Syndicated Lender or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever, (ii) the occurrence or continuation of a Default or an Event of Default or the termination of any of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of Borrower, any of its Consolidated Subsidiaries, or any other Person, (iv) any breach of this Agreement by Borrower, any other Credit Party, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided , however , that no such obligation shall exist (A) to the extent that the aggregate Swing Line Loans were advanced in excess of the Swing Line Commitment then in effect, or in excess of the limitation set forth in Section 2.01 , or (B) with respect to any Swing Line Loan where the Swing Line Lender actually advanced to Borrower net proceeds from the Swing Line Loan (and therefore was not refunding a previous Swing Line Loan) at a time when (x) the Swing Line Lender had actual knowledge that an Event of Default had occurred and then existed, and (y) the Required Lenders had not agreed to waive such Event of Default for purposes of funding such Swing Line Loan.

ARTICLE IIA.

LETTERS OF CREDIT

Section 2A.01 L/C Commitment .

(a) Subject to the terms and conditions hereof, the Issuing Lenders, in reliance on the agreements of the other Lenders set forth in Section 2A.04 , agree to issue standby letters of credit (“ Letters of Credit ”) for the account of Borrower on any Business Day from the Closing Date through but not including the Maturity Date in such form as may be approved from time to time by the such Issuing Lender; provided , that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the aggregate outstanding principal Dollar Amount of the L/C Obligations would exceed the L/C Commitment, (b) the aggregate outstanding principal Dollar Amount of Alternative Currency Loans and L/C Obligations with respect to Alternative Currency Letters of Credit would exceed the Alternative Currency Commitment, or (c)

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the aggregate outstanding principal Dollar Amount of Loans and L/C Obligations would exceed the total Syndicated Loan Commitments. Each Letter of Credit shall (i) be denominated in a Permitted Currency in a minimum amount of $100,000 (or the Alternative Currency Amount thereof, as applicable), (ii) be a standby letter of credit issued to support obligations of Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date satisfactory to the applicable Issuing Lender, which date shall be no later than the earlier of (i) one year after its date of issuance and (ii) the fifth (5 ^th ) Business Day prior to the Maturity Date and (iv) be subject to the Uniform Customs and/or ISP 98, as set forth in the Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of Georgia. The applicable Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Requirement of Law. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any existing Letters of Credit, unless the context otherwise requires. Each Existing Letter of Credit shall be deemed to be a Letter of Credit issued and outstanding under this Agreement on and after the Closing Date.

Section 2A.02 Procedure for Issuance of Letters of Credit .

(a) Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender and the Administrative Agent an Application therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request (which information shall include the Permitted Currency in which the Letter of Credit shall be denominated). Upon receipt of any Application, the applicable Issuing Lender shall process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall, after approving the same and receiving confirmation from the Administrative Agent that sufficient availability exists under the Syndicated Facility for the issuance of such Letter of Credit, subject to Section 2A.01 and Article IV hereof, promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than four (4) Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by the applicable Issuing Lender and Borrower. The applicable Issuing Lender shall promptly furnish to Borrower and the Administrative Agent a copy of such Letter of Credit. Upon receipt of such Letter of Credit, the Administrative Agent shall promptly notify each Lender of the issuance and upon request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender’s participation therein, provided that the Administrative Agent shall be obligated to deliver the foregoing with respect to a Letter of Credit issued by an Additional Issuing Lender only after receipt by the Administrative Agent of all notices required to be delivered to the Administrative Agent with respect thereto.

Section 2A.03 Commissions and Other Charges.

(a) Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of

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Credit in an amount equal to the face amount of such Letter of Credit multiplied by the Applicable Margin with respect to Eurodollar Advances (determined on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar quarter and on the Maturity Date. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all commissions received pursuant to this Section 2A.03 in accordance with their respective Commitments.

(b) In addition to the foregoing commission, for Letters of Credit issued by Wachovia, the Borrower shall pay to the Administrative Agent, for the account of such Issuing Lender, a fronting fee, with respect to each Letter of Credit in an amount equal to the face amount of such Letter of Credit multiplied by 0.125% per annum. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand of the Administrative Agent. For Letters of Credit issued by Additional Issuing Lenders, the Borrower shall pay to the applicable Additional Issuing Lender such issuance fees as shall be agreed to by the Borrower and such Additional Issuing Lender.

(c) In addition to the foregoing fees and commissions, Borrower shall pay or reimburse the applicable Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit.

(d) The commissions, fees, charges, costs and expenses payable pursuant to this Section 2A.03 shall be payable in the Permitted Currency in which the applicable Letter of Credit is denominated.

Section 2A.04 L/C Participations

(a) The applicable Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the applicable Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from such Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest equal to such L/C Participant’s Pro Rata Share of such Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the applicable Issuing Lender that, if a draft is paid under any Letter of Credit for which such Issuing Lender is not reimbursed in full by Borrower through a Syndicated Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Pro Rata Share of the amount of such draft, or any part thereof, which is not so reimbursed.

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to the applicable Issuing Lender pursuant to Section 2A.04(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, such Issuing Lender shall notify the Administrative Agent and each L/C Participant of the amount and due date of such

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required payment and such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency the amount specified on the applicable due date. If any such amount is paid to the applicable Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender in the applicable Permitted Currency on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the applicable Issuing Lender with respect to any amounts owing under this Section 2A.04 shall be conclusive in the absence of manifest error. With respect to payment to the applicable Issuing Lender of the unreimbursed amounts described in this Section 2A.04 , if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. (Charlotte, North Carolina time) on any Business Day, such payment shall be due on the following Business Day.

(c) Whenever, at any time after the applicable Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Pro Rata Share of such payment in accordance with this Section 2A.04 , such Issuing Lender receives any payment related to such Letter of Credit (whether directly from Borrower or otherwise), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its Pro Rata Share thereof; provided , that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to the applicable Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

Section 2A.05 Reimbursement Obligation of Borrower .

(a) Reimbursement by Borrower . In the event of any drawing under any Letter of Credit, Borrower agrees to reimburse (either with the proceeds of a Syndicated Loan as provided for in this Section 2A.05 or with funds from other sources), in same day funds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Lender on each date on which such Issuing Lender notifies Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any amounts referred to in Section 2A.03(c) or Section 3.15(e) incurred by such Issuing Lender in connection with such payment.

(b) Reimbursement from Syndicated Borrowing . Unless Borrower shall immediately notify the applicable Issuing Lender that Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Base Rate Advance on such date in the Dollar Amount of (a) such draft so paid and (b) any amounts referred to in Section 2A.03(c) or Section 3.15(e) incurred by such Issuing Lender in connection with such payment, and the Lenders shall make a Base Rate Advance in such Dollar Amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Syndicated Loan in accordance with this Section 2A.05 to reimburse the applicable Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any

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circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.06(a) or Article IV . If Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advance which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Section 2A.06 Obligations Absolute. Borrower’s obligations under this Article IIA (including without limitation the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which Borrower may have or have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and Borrower’s Reimbursement Obligation under Section 2A.05 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of Borrower against any beneficiary of such Letter of Credit or any such transferee. The applicable Issuing Lender and the Administrative Agent shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by such Issuing Lender or Administrative Agent’s gross negligence or willful misconduct. Borrower agrees that any action taken or omitted by the applicable Issuing Lender or the Administrative Agent under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on Borrower and shall not result in any liability of such Issuing Lender, the Administrative Agent or any L/C Participant to Borrower. The responsibility of the applicable Issuing Lender and the Administrative Agent to Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

Section 2A.07 Effect of Letter of Credit Application. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this Article IIA , the provisions of this Article IIA shall apply.

Section 2A.08 Appointment and Duties of Additional Issuing Lenders. With the approval of the Administrative Agent, the Borrower may appoint a Lender as an Additional Issuing Lender by delivering written notice to the Administrative Agent at least two (2) Business Days before the issuance of any Letters of Credit by such Additional Issuing Lender. Any Lender designated as an Additional Issuing Lender shall remain as such until the Borrower gives written notice to the Administrative Agent that such Lender is no longer an Additional Issuing Lender; provided that no L/C Obligations remain outstanding with respect to such Additional Issuing Lender. Each Additional Issuing Lender shall notify the Administrative Agent at least two (2) Business Days before (a) the issuance of any Letter of Credit by such Additional Issuing

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Lender and (b) any amendment or modification to any Letter of Credit issued by such Additional Issuing Lender.

ARTICLE III

GENERAL LOAN TERMS

Section 3.01 Disbursement of Funds .

(a) No later than 1:00 p.m. (Charlotte, North Carolina time) on the date of each Syndicated Loan denominated in Dollars pursuant to the Syndicated Loan Commitments (other than one resulting from a conversion or continuation pursuant to Section 2.06(b) ), each Lender will make available its Pro Rata Share of such Syndicated Loan in Dollars in immediately available funds at the Payment Office of the Administrative Agent. The Administrative Agent will make available to Borrower the aggregate of the amounts (if any) so made available by the Syndicated Lenders to the Administrative Agent by crediting or wiring such amounts to an account specified by Borrower in the most recent notice substantially in the form of Exhibit L (a “ Notice of Account Designation ”), delivered by Borrower to the Administrative Agent or as may be otherwise agreed upon by Borrower and the Administrative Agent, by the close of business on such Business Day. In the event that the Syndicated Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day).

(b) No later than 11:00 a.m. (the time of the Administrative Agent’s Correspondent) on the date of each Alternative Currency Loan pursuant to the Syndicated Loan Commitments (other than one resulting from a conversion or continuation pursuant to Section 2.06(b) ), each Lender will make available its Pro Rata Share of such Alternative Currency Loan in the requested Alternative Currency in immediately available funds at the office of the Administrative Agent’s Correspondent. The Administrative Agent will make available to Borrower the aggregate of the amounts (if any) so made available by the Syndicated Lenders to the Administrative Agent by crediting or wiring such amounts to the account specified by Borrower in the most recent Notice of Account Designation, by the close of business on such Business Day. In the event that the Syndicated Lenders do not make such amounts available to the Administrative Agent by the time prescribed above, but such amount is received later that day, such amount may be credited to Borrower in the manner described in the preceding sentence on the next Business Day (with interest on such amount to begin accruing hereunder on such next Business Day).

(c) No later than 2:00 p.m. (Charlotte, North Carolina time) on the date of each Swing Line Loan, the Swing Line Lender will make available the principal amount of the Swing Line Loan available to Borrower in Dollars by crediting or wiring such amounts to the account specified by Borrower in the most recent Notice of Account